Table of Contents

As filed with the Securities and Exchange Commission on January 25, 2013

File No. 033-65137

File No. 811-07455

 

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT

Under the SECURITIES ACT OF 1933

Pre-Effective Amendment No.

Post-Effective Amendment No. 61

and/or

REGISTRATION STATEMENT

Under the INVESTMENT COMPANY ACT OF 1940

Amendment No. 62

(Check appropriate box or boxes)

Virtus Opportunities Trust

(Exact Name of Registrant as Specified in Charter)

Area Code and Telephone Number: (800) 243-1574

101 Munson Street

Greenfield, Massachusetts 01301

(Address of Principal Executive Offices)

Kevin J. Carr, Esq.

Counsel

Virtus Investment Partners, Inc.

100 Pearl St.

Hartford, Connecticut 06103

(Name and Address of Agent for Service)

Copies of All Correspondence to:

David C. Mahaffey, Esq.

Sullivan & Worcester LLP

1666 K Street, N.W.

Washington, D.C. 20006

 

 

It is proposed that this filing will become effective (check appropriate box):

¨ immediately upon filing pursuant to paragraph (b)

x on January 31, 2013 pursuant to paragraph (b) of Rule 485

¨ 60 days after filing pursuant to paragraph (a)(1)

¨ on                           or at such later date as the Commission shall order pursuant to paragraph (a)(2)

¨ 75 days after filing pursuant to paragraph (a)(2)

¨ on                          pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 

 


Table of Contents

 

LOGO

 

PROSPECTUS                       
     TICKER SYMBOL BY CLASS
FUND    A      B      C      I      T
Virtus Allocator Premium AlphaSector SM Fund    VAAAX           VAACX      VAISX     
Virtus AlphaSector SM Rotation Fund    PWBAX           PWBCX      VARIX     
Virtus Alternatives Diversifier Fund    PDPAX           PDPCX      VADIX     
Virtus Bond Fund    SAVAX      SAVBX      SAVCX      SAVYX     
Virtus CA Tax-Exempt Bond Fund    CTESX                CTXEX     
Virtus Disciplined Equity Style Fund    VDEAX           VDECX      VDEIX     
Virtus Disciplined Select Bond Fund    VDBAX           VDBCX      VDBIX     
Virtus Disciplined Select Country Fund    VDCAX           VDCCX      VDCIX     
Virtus Dynamic AlphaSector SM Fund    EMNAX      EMNBX      EMNCX      VIMNX     
Virtus Emerging Markets Debt Fund    VEDAX           VEDCX      VIEDX     
Virtus Emerging Markets Equity Income Fund    VEIAX           VEICX      VEIIX     
Virtus Foreign Opportunities Fund    JVIAX           JVICX      JVXIX     
Virtus Global Commodities Stock Fund    VGCAX           VGCCX      VGCIX     
Virtus Global Dividend Fund    PGUAX           PGUCX      PGIUX     
Virtus Global Opportunities Fund    NWWOX      WWOBX      WWOCX      WWOIX     
Virtus Global Premium AlphaSector SM Fund    VGPAX           VGPCX      VGPIX     
Virtus Global Real Estate Securities Fund    VGSAX           VGSCX      VGISX     
Virtus Greater Asia ex Japan Opportunities Fund    VGAAX           VGACX      VGAIX     
Virtus Greater European Opportunities Fund    VGEAX           VGECX      VGEIX     
Virtus Herzfeld Fund    VHFAX           VHFCX      VHFIX     
Virtus High Yield Fund    PHCHX      PHCCX      PGHCX      PHCIX     
Virtus International Equity Fund    VIEAX           VIECX      VIIEX     
Virtus International Real Estate Securities Fund    PXRAX           PXRCX      PXRIX     
Virtus International Small-Cap Fund    VISAX           VCISX      VIISX     
Virtus Multi-Sector Fixed Income Fund    NAMFX      NBMFX      NCMFX      VMFIX     
Virtus Multi-Sector Short Term Bond Fund    NARAX      PBARX      PSTCX      PIMSX      PMSTX
Virtus Premium AlphaSector SM Fund    VAPAX           VAPCX      VAPIX     
Virtus Real Estate Securities Fund    PHRAX      PHRBX      PHRCX      PHRIX     
Virtus Senior Floating Rate Fund    PSFRX           PFSRX      PSFIX     
Virtus Wealth Masters Fund    VWMAX           VWMCX      VWMIX     

 

TRUST NAME:    
VIRTUS OPPORTUNITIES TRUST     January 31, 2013

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This prospectus contains important information that you should know before investing in Virtus mutual funds. Please read it carefully and retain it for future reference.     

Not FDIC Insured

No Bank Guarantee

May Lose Value

 


Table of Contents

Virtus Mutual Funds

 

 

Table of Contents

  

FUND SUMMARIES

  

Virtus Allocator Premium AlphaSector SM Fund

     1   

Virtus AlphaSector SM Rotation Fund

     6   

Virtus Alternatives Diversifier Fund

     11   

Virtus Bond Fund

     16   

Virtus CA Tax-Exempt Bond Fund

     20   

Virtus Disciplined Equity Style Fund

     24   

Virtus Disciplined Select Bond Fund

     27   

Virtus Disciplined Select Country Fund

     30   

Virtus Dynamic AlphaSector SM Fund

     33   

Virtus Emerging Markets Debt Fund

     38   

Virtus Emerging Markets Equity Income Fund

     42   

Virtus Foreign Opportunities Fund

     45   

Virtus Global Commodities Stock Fund

     49   

Virtus Global Dividend Fund

     53   

Virtus Global Opportunities Fund

     57   

Virtus Global Premium AlphaSector SM Fund

     61   

Virtus Global Real Estate Securities Fund

     66   

Virtus Greater Asia ex Japan Opportunities Fund

     70   

Virtus Greater European Opportunities Fund

     74   

Virtus Herzfeld Fund

     78   

Virtus High Yield Fund

     83   

Virtus International Equity Fund

     87   

Virtus International Real Estate Securities Fund

     91   

Virtus International Small-Cap Fund

     95   

Virtus Multi-Sector Fixed Income Fund

     98   

Virtus Multi-Sector Short Term Bond Fund

     102   

Virtus Premium AlphaSector SM Fund

     106   

Virtus Real Estate Securities Fund

     110   

Virtus Senior Floating Rate Fund

     114   

Virtus Wealth Masters Fund

     118   

MORE INFORMATION ABOUT FUND EXPENSES

     121   

MORE INFORMATION ABOUT INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

     123   

Virtus Allocator Premium AlphaSector SM Fund

     124   

Virtus AlphaSector SM Rotation Fund

     125   

Virtus Alternatives Diversifier Fund

     126   

Virtus Bond Fund

     127   

Virtus CA Tax-Exempt Bond Fund

     129   

 


Table of Contents

Virtus Disciplined Equity Style Fund

     130   

Virtus Disciplined Select Bond Fund

     131   

Virtus Disciplined Select Country Fund

     132   

Virtus Dynamic AlphaSector SM Fund

     133   

Virtus Emerging Markets Debt Fund

     134   

Virtus Emerging Markets Equity Income Fund

     136   

Virtus Foreign Opportunities Fund

     137   

Virtus Global Commodities Stock Fund

     138   

Virtus Global Dividend Fund

     139   

Virtus Global Opportunities Fund

     140   

Virtus Global Premium AlphaSector SM Fund

     141   

Virtus Global Real Estate Securities Fund

     142   

Virtus Greater Asia ex Japan Opportunities Fund

     143   

Virtus Greater European Opportunities Fund

     144   

Virtus Herzfeld Fund

     145   

Virtus High Yield Fund

     147   

Virtus International Equity Fund

     148   

Virtus International Real Estate Securities Fund

     149   

Virtus International Small-Cap Fund

     150   

Virtus Multi-Sector Fixed Income Fund

     151   

Virtus Multi-Sector Short Term Bond Fund

     152   

Virtus Premium AlphaSector SM Fund

     153   

Virtus Real Estate Securities Fund

     154   

Virtus Senior Floating Rate Fund

     155   

Virtus Wealth Masters Fund

     156   

MORE INFORMATION ABOUT RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

     157   

MANAGEMENT OF THE FUNDS

     169   

ADDITIONAL INVESTMENT TECHNIQUES

     183   

PRICING OF FUND SHARES

     191   

SALES CHARGES

     193   

YOUR ACCOUNT

     199   

HOW TO BUY SHARES

     201   

HOW TO SELL SHARES

     201   

THINGS YOU SHOULD KNOW WHEN SELLING SHARES

     202   

ACCOUNT POLICIES

     203   

INVESTOR SERVICES AND OTHER INFORMATION

     206   

TAX STATUS OF DISTRIBUTIONS

     206   

FINANCIAL HIGHLIGHTS

     210   

Appendix A — Virtus Alternatives Diversifier Fund—Underlying Funds

     242   

Appendix B — Additional Information About The AlphaSector SM Rotation Index

     243   

Appendix C — Additional Information About The Premium AlphaSector SM Index

     244   

Appendix D — Additional Information About The Horizon Kinetics ISE Wealth Index

     245   


Table of Contents

Virtus Allocator Premium AlphaSector SM Fund

 

Investment Objective

The fund has an investment objective of capital appreciation. In pursuing this objective, the fund maintains an emphasis on preservation of capital.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.10%         1.10%         1.10%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00% ( e )        None   
Other Expenses (d)      0.35%         0.35%         0.35%   
Acquired Fund Fees and Expenses ( c )      0.29%         0.29%         0.29%   
Recapture of Previously Waived Expenses      0.03%         0.03%         0.03%   
Total Annual Fund Operating Expenses ( d )      2.02%         2.77%         1.77%   
Less: Fee Waiver              (0.02)% ( e )          
Total Annual Fund Operating Expenses After Fee Waiver (d)      2.02%         2.75%         1.77%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

 

  (e) The fund’s distributor has contractually agreed to waive its 12b-1 fees applicable to Class C Shares to the extent that the fund’s investments in underlying ETFs with their own 12b-1 fees would otherwise cause the total 12b-1 fees paid directly or indirectly by the fund to exceed the limits set forth in applicable law or regulation.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Year      5 Year      10 Year  
Class A    Sold or Held      $768         $1,172         $1,600         $2,788   
Class C    Sold      $378         $853         $1,454         $3,080   
   Held      $278         $853         $1,454         $3,080   
Class I    Sold or Held      $180         $557         $959         $2,084   

 

Virtus Allocator Premium AlphaSector Fund     1   


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells shares of exchange-traded funds (“ETFs”) or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 211% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund allocates net assets to multiple asset classes including: U.S. Equity, International Equity, Fixed Income, and Alternative. Allocations within each asset class are based on proprietary quantitative models.

The U.S. Equity allocation may be invested in ETFs and/or securities representing the primary sectors of the S&P 500 ® Index. The primary sectors of the S&P 500 ® Index are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. The International Equity allocation may be invested in ETFs and/or securities representing both developed markets (EAFE) and emerging markets. The Fixed Income allocation may be invested in ETFs and/or securities representing fixed income sectors including: high yield, investment grade corporate, mortgages, intermediate treasuries and inflation-protected treasuries (TIPS). The Alternative allocation may be invested in ETFs and/or securities representing gold, real estate and broad-based equity securities. The fund may also invest in stocks (without restriction as to market capitalization), bonds (without restriction as to credit quality) and short-term securities. The fund may invest in a basket of securities to represent a sector if it determines that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the fund. The fund may also deviate from a model allocation if it is determined that tracking the model allocation is likely to violate applicable legal or regulatory restrictions or otherwise result in adverse consequences for the fund. In times of market weakness, the fund has the ability to move partially or fully to short-term cash equivalents.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of any ETFs in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Commodity Risk. The risk that investments in commodities, such as gold, or commodity-linked notes will subject the fund’s portfolio to greater volatility than investments in traditional securities, or that commodity-linked instruments will experience returns different from the commodities they attempt to track.

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests, will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

2    Virtus Allocator Premium AlphaSector Fund


Table of Contents
  >  

High Yield-High Risk Fixed Income Securities Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the fund to achieve positive returns or outperform the market.

 

  >  

Portfolio Turnover Risk. The risk that the fund’s principal investment strategies will result in a consistently high portfolio turnover rate. See the “Portfolio Turnover” section above for more information about the impact that portfolio turnover can have on fund performance.

 

  >  

Real Estate Investment Risk. The risk that the value of the fund’s shares will be negatively affected by factors specific to the real estate market, including interest rate risk, leverage risk, property risk and management risk.

 

  >  

Sector Focused Investing Risk. The risk that events negatively affecting a particular industry or market sector in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly. To the extent that the fund invests a significant portion of its portfolio in ETFs representing one or more of the primary sectors of the S&P 500 ® Index (such as consumer discretionary, energy, healthcare) or in an ETF representing U.S. Treasuries, the fund is more vulnerable to conditions that negatively affect such sectors as compared to a fund that is not significantly invested in such sectors.

 

  >  

U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance for its first full year of operations. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a composite benchmark. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q1/2012:    4.87%    Worst Quarter:     Q2/2012:    -0.55% 

 

Virtus Allocator Premium AlphaSector Fund     3   


Table of Contents

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year     

Since  Inception

(3/15/11)

 
Class A                  

Return Before Taxes

     2.51%         0.85%   

Return After Taxes on Distributions

     1.61%         0.32%   

Return After Taxes on Distributions and Sale of Fund Shares

     1.05%         0.30%   
Class C                  

Return Before Taxes

     7.99%         3.52%   
Class I                  

Return Before Taxes

     8.97%         4.49%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         8.45%   
Dow Jones Global Moderate Portfolio Index      11.24%         5.99%   

The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The Dow Jones Global Moderate Portfolio Index is a benchmark that takes 60% of the risk of the global securities market. It is a total returns index that is a time-varying weighted average of stocks, bonds, and cash. The Index is the efficient allocation of stocks, bonds, and cash in a portfolio with 60% of the risk of the Dow Jones Aggressive Portfolio Index. The indexes are calculated on a total return basis with dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Institutional Advisors, LLC (“F-Squared Institutional”).

Portfolio Management

 

  >  

Howard Present, Co-founder, President and CEO of F-Squared Institutional, is a manager of the fund. Mr. Present has served as a Portfolio Manager of the fund since inception in March 2011.

 

  >  

Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has served as a Portfolio Manager of the fund since inception in March 2011.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

 

4    Virtus Allocator Premium AlphaSector Fund


Table of Contents

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Allocator Premium AlphaSector Fund     5   


Table of Contents

Virtus AlphaSector SM Rotation Fund

 

Investment Objective

The fund has an investment objective of long-term capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.45%         0.45%         0.45%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00% ( d )        None   
Other Expenses (e)      0.32%         0.32%         0.32%   
Acquired Fund Fees and Expenses ( c )      0.11%         0.11%         0.11%   
Total Annual Fund Operating Expenses ( e )      1.13%         1.88%         0.88%   
Less: Fee Waiver              (0.02)% (d)          
Total Annual Fund Operating Expenses After Fee Waiver ( e )      1.13%         1.86%         0.88%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) The fund’s distributor has contractually agreed to waive its 12b-1 fees applicable to Class C Shares to the extent that the fund’s investments in underlying ETFs with their own 12b-1 fees would otherwise cause the total 12b-1 fees paid directly or indirectly by the fund to exceed the limits set forth in applicable law or regulation.

 

  (e) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that the fund’s operating expenses remain the same and that the Class C fee waiver remains in place for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $684         $913         $1,161         $1,871   
Class C    Sold      $289         $585         $1,006         $2,180   
   Held      $189         $585         $1,006         $2,180   
Class I    Sold or Held      $90         $281         $488         $1,084   

 

6    Virtus AlphaSector Rotation Fund


Table of Contents

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells shares of exchange-traded funds (“ETFs”) or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 190% of the value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to track the AlphaSector SM Rotation Index (ASRX), a public index published by NASDAQ. The fund may be invested in ETFs and/or securities representing the primary sectors of the S&P 500 ® Index and in high-quality short-term securities. The primary sectors of the S&P 500 ® Index represented by the ETFs are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities.

Allocations are based on a proprietary quantitative model that seeks to evaluate “true” underlying trends within each sector by adjusting for unwarranted price distortions and changing levels of volatility in the market. The fund has the flexibility to be invested in any combination of the sector ETFs and/or securities, a combination of sector ETFs and/or securities and high-quality short-term securities, or 100% in high-quality short-term securities. The fund may invest in a basket of securities to represent a sector if it is determined that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the fund. The fund may also deviate from tracking the AlphaSector SM Rotation Index and/or the model allocation if it is determined that tracking the Index and/or the model allocation is likely to violate applicable legal or regulatory restrictions or is otherwise result in adverse consequences for the fund.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of any ETFs in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Correlation to Index Risk. The risk that the performance of the fund and its index may vary somewhat due to factors such as fund flows, transaction costs, sample selection, and timing differences associated with additions to and deletions from its index.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests, will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Fund of Funds Risk. The risk that the underlying funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the fund to achieve positive returns or outperform the market.

 

  >  

Portfolio Turnover Risk. The risk that the fund’s principal investment strategies will result in a consistently high portfolio turnover rate. See the “Portfolio Turnover” section above for more information about the impact that portfolio turnover can have on fund performance.

 

Virtus AlphaSector Rotation Fund     7   


Table of Contents
  >  

Sector Focused Investing Risk. The risk that events negatively affecting an industry or market sector in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly. To the extent that the fund invests a significant portion of its portfolio in ETFs representing one or more of the primary sectors of the S&P 500 ® Index (such as consumer discretionary, energy, healthcare) or in an ETF representing U.S. Treasuries, the fund is more vulnerable to conditions that negatively affect such sectors as compared to a fund that is not significantly invested in such sectors.

 

  >  

U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a composite benchmark. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q2/2009:    14.28%   Worst Quarter:     Q4/2008:    -17.03%

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years     

Class A
and  Class C
Since Inception

(8/1/03)

     Class I
Since Inception
(10/1/09)
 
Class A                                    

Return Before Taxes

     5.57%         0.48%         4.82%           

Return After Taxes on Distributions

     0.72%         -0.72%         3.65%           

Return After Taxes on Distributions and Sale of Fund Shares

     0.47%         -0.44%         3.52%           
Class C                                    

Return Before Taxes

     11.18%         0.94%         4.71%           
Class I                                    

Return Before Taxes

     12.31%                         11.27%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         1.66%         6.21%         12.89%   
AlphaSector™ Rotation Linked Benchmark (reflects no deduction for fees, expenses or taxes)      16.00%         3.49%         6.63%         12.89%   

 

8    Virtus AlphaSector Rotation Fund


Table of Contents

Supplemental Performance Information

On September 29, 2009, F-Squared Investments, Inc. (“F-Squared”), an affiliate of F-Squared Institutional Advisors, LLC (“F-Squared Institutional”), became the fund’s subadviser and the fund’s principal strategies were changed to those described in the fund’s prospectus. (On January 1, 2013, F-Squared Institutional became the fund’s subadviser; however, the fund’s strategies were unaffected.) The bar chart and table below show performance only since F-Squared began as subadviser to the fund.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q3/2010:    13.11%   Worst Quarter:    Q2/2010:    -12.53%

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year     

Since

9/29/2009*

    

Since

10/1/2009

 
Class A Shares                           

Return Before Taxes

     5.57%         7.88%           

Return After Taxes on Distributions

     4.35%         7.28%           

Return After Taxes on Distributions and Sale of Fund Shares

     4.08%         6.59%           
Class C Shares                           

Return Before Taxes

     11.18%         9.08%           
Class I Shares                           

Return Before Taxes

     12.31%                 11.27%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         11.86%         12.89%   

 

* F-Squared began managing the fund on September 29, 2009.

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The AlphaSector™ Rotation Linked Benchmark consists of the S&P 500 ® Index since September 29, 2009. Prior to September 29, 2009, its performance represents an allocation consisting of 80% S&P 500 ® Index and 20% Barclays Capital U.S. Aggregate Bond Index. The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

 

Virtus AlphaSector Rotation Fund     9   


Table of Contents

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadvisers are Euclid Advisors LLC (“Euclid”) (since September 2011), an affiliate of VIA, and F-Squared Institutional (since January 2013).

Portfolio Management

 

  >  

Howard Present, Co-founder, President and CEO of F-Squared Institutional, is a manager of the fund. Mr. Present has served as a Portfolio Manager of the fund since 2009.

 

  >  

Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has served as a Portfolio Manager of the fund since 2009.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

10    Virtus AlphaSector Rotation Fund


Table of Contents

Virtus Alternatives Diversifier Fund

 

Investment Objective

The fund is a fund of funds that has an investment objective of long-term capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption
proceeds)
     1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.00%         0.00%         0.00%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (d)      0.40%         0.40%         0.40%   
Acquired Fund Fees and Expenses ( c )      1.03%         1.03%         1.03%   
Total Annual Fund Operating Expenses (d)      1.68%         2.43%         1.43%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $736         $1,074         $1,435         $2,448   
Class C    Sold      $346         $758         $1,296         $2,766   
     Held      $246         $758         $1,296         $2,766   
Class I    Sold or Held      $146         $452         $782         $1,713   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells shares of the underlying funds (or “turns over” its portfolio). The fund does not pay transaction costs when it buys and sells shares of the underlying mutual funds. A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 29% of the value of its portfolio.

 

Virtus Alternatives Diversifier Fund     11   


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to achieve its objective by investing its assets in a mix of underlying affiliated and unaffiliated mutual funds and exchange-traded funds (“ETFs”) (collectively, “underlying funds”). The fund emphasizes low correlating asset classes in order to help reduce volatility and increase return potential. Applying an innovative, institutional-level approach to investing, the fund invests in a diversified portfolio of alternative asset classes including managed futures, global real estate, global infrastructure, natural resources, commodities, currencies, and floating rate securities. Among the underlying funds in which the fund invests are equity funds that invest principally in equity securities of issuers of any capitalization, including those of foreign issuers, including emerging markets issuers. Under normal circumstances, the fund will generally invest in affiliated mutual funds where available to represent the desired asset classes, and unaffiliated mutual funds and/or ETFs to represent the desired asset classes for which affiliated mutual funds are unavailable or deemed not to be appropriate for the fund. The fund is non-diversified under federal securities laws.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of the underlying funds in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Affiliated Fund Risk. The risk that the adviser’s authority to select and substitute underlying funds from a variety of affiliated and unaffiliated mutual funds may create a conflict of interest.

 

  >  

Allocation Risk. The risk that the fund’s exposure to equities and fixed income securities, or to different asset classes, may vary from the intended allocation or may not be optimum for market conditions at a given time.

 

  >  

Fund of Funds Risk. The risk that the underlying funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility.

The principal risks attributable to the underlying funds in which the fund invests are:

 

  >  

Commodity Risk. The risk that investments in commodities or commodity-linked notes will subject the fund’s portfolio to greater volatility than investments in traditional securities, or that commodity-linked instruments will experience returns different from the commodities they attempt to track.

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Derivatives Risk. The risk that the fund will incur a loss greater than the fund’s investment in, or will experience greater share price volatility as a result of investing in, a derivative contract.

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity Real Estate Investment Trust (REIT) Securities Risk. The risk that, in addition to the risks associated with investing in the real estate industry, the value of the fund’s shares will be negatively affected by factors specific to investing through a pooled vehicle, such as through poor management of a REIT or REIT-like entity, concentration risk, or other risks typically associated with investing in small or medium market capitalization companies.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

12    Virtus Alternatives Diversifier Fund


Table of Contents
  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

High Yield-High Risk Fixed Income Securities Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Income Risk. The risk that income received from the fund will vary widely over the short- and long-term.

 

  >  

Industry/Sector Concentration Risk. The risk that events negatively affecting an industry or market sector in which a fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Infrastructure-Related Risk. The risk that the value of the fund’s shares will decrease as a result of conditions, such as general or local economic conditions and political developments, changes in regulations, environmental problems, casualty losses, and changes in interest rates, negatively affecting the infrastructure companies in which the fund invests.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Leverage Risk. The risk that the value of the fund’s shares will be more volatile or that the fund will incur a loss greater than the fund’s investment in a given security when leverage is used.

 

  >  

Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at the time and price beneficial to the fund.

 

  >  

Market Volatility Risk. The value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Master Limited Partnership (MLP) Risk. The risk that the fund’s investments in MLP units will be negatively impacted by tax law changes, regulatory developments or other factors affecting the MLP’s underlying assets.

 

  >  

Non-Diversification Risk. The risk that the fund will be more susceptible to factors negatively impacting the securities in its portfolio to the extent that each such security represents a significant portion of the fund’s assets.

 

  >  

Preferred Stock Risk. The risk that a preferred stock will decline in price, fail to pay dividends when expected, or be illiquid.

 

  >  

Short Sales Risk. The risk that a fund may experience a loss if the price of a borrowed security increases between the date of a short sale and the date on which the fund replaces the security.

 

  >  

Unrated Fixed Income Securities Risk. The risk that the subadviser will be unable to accurately assess the quality of an unrated fixed income security, so that the fund invests in a security with greater risk than intended, or that the liquidity of unrated fixed income securities in which the fund invests will be hindered, making it difficult for the fund to sell them.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a composite benchmark. Updated performance information is available at virtus.com or by calling 800-243-1574.

 

Virtus Alternatives Diversifier Fund     13   


Table of Contents

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q2/2009:    12.30%    Worst Quarter:     Q4/2008:    -21.63% 

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years     

Class A
and  Class C
Since Inception

(11/30/05)

     Class I
Since Inception
(10/1/09)
 
Class A                                    

Return Before Taxes

     3.40%         -0.89%         2.16%           

Return After Taxes on Distributions

     1.44%         -1.56%         1.58%           

Return After Taxes on Distributions and Sale of Fund Shares

     0.94%         -1.19%         1.50%           
Class C                                    

Return Before Taxes

     8.85%         -0.45%         2.25%           
Class I                                    

Return Before Taxes

     9.99%                         7.73%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         1.66%         4.07%         12.89%   
Composite Benchmark (reflects no deduction for fees, expenses or taxes)      6.96%         0.68%         4.21%         7.22%   

The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The Alternatives Diversifier Composite Benchmark consists of: HFRX Equity Market Neutral Index (20%), UBS Global Investors (Real Estate) Index (20%), Global Infrastructure, represented by the MSCI World Infrastructure Sector Capped Index (since 9/1/2008) (15%), S&P North American Natural Resources Sector Index (10%), Deutsche Bank Liquid Commodity Index (15%), Deutsche Bank G10 Currency Harvest Index (10%) and Credit Suisse Leveraged Loan Index (10%). Prior to 9/1/2008, the Global Infrastructure component was represented by a mix of MSCI US Utilities Index (65%), MSCI World Telecom Services Index (20%) and MSCI World ex US Utilities Index (15%). The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

 

14    Virtus Alternatives Diversifier Fund


Table of Contents

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Euclid Advisors LLC (“Euclid”), an affiliate of VIA.

Portfolio Management

 

  >  

David Dickerson, Managing Director at Euclid, is a manager of the fund. Mr. Dickerson has served as a Portfolio Manager of the fund since 2008.

 

  >  

Carlton Neel, Senior Managing Director at Euclid, is a manager of the fund. Mr. Neel has served as a Portfolio Manager of the fund since 2008.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Alternatives Diversifier Fund     15   


Table of Contents

Virtus Bond Fund

 

Investment Objective

The fund has an investment objective of high total return from both current income and capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class B      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      3.75%         None         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        5.00% ( b )        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your
investment)
   Class A      Class B      Class C      Class I  
Management Fees      0.45%         0.45%         0.45%         0.45%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         1.00%         None   
Other Expenses (d)      0.32%         0.32%         0.32%         0.32%   
Acquired Fund Fees and Expenses (c)      0.01%         0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses ( d )      1.03%         1.78%         1.78%         0.78%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The maximum deferred sales charge is imposed on Class B Shares redeemed during the first year; thereafter, it decreases 1% annually to 2% during the fourth and fifth years and to 0% after the fifth year. The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. In the case of Class B Shares, it assumes that your shares are converted to Class A Shares after eight years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $476         $691         $922         $1,587   
Class B    Sold      $581         $760         $964         $1,897   
   Held      $181         $560         $964         $1,897   
Class C    Sold      $281         $560         $964         $2,095   
   Held      $181         $560         $964         $2,095   
Class I    Sold or Held      $80         $249         $433         $966   

 

16    Virtus Bond Fund


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 210% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to generate high total return from both current income and capital appreciation by investing primarily in intermediate-term debt securities across 14 fixed income sectors. The fund seeks to achieve its objective by applying a time-tested approach of active sector rotation, extensive credit research and disciplined risk management designed to capitalize on opportunities across undervalued areas of the fixed income markets.

Under normal circumstances, the fund invests at least 80% of its assets in fixed income debt obligations of various types of issuers, to include some or all of the following:

 

  >  

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

 

  >  

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

 

  >  

Investment-grade securities (primarily of U.S. issuers, secondarily of non-U.S. issuers), which generally are securities with credit ratings within the four highest rating categories of a nationally recognized statistical rating organization; and

 

  >  

High-yield debt instruments, including bank loans (which are generally floating-rate).

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Emerging Market Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

High Yield-High Risk Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Loan Participation Risk. The risk that there may not be a readily available market for loan participation interests and, in some cases, the fund may have to dispose of such securities at a substantial discount from face value. Loan participations also involve the credit risk associated with the underlying corporate borrower.

 

  >  

Long-Term Maturities/Durations Risk. The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations.

 

Virtus Bond Fund     17   


Table of Contents
  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Mortgage-Backed and Asset-Backed Securities Risk. The risk that changes in interest rates will cause both extension and prepayment risks for mortgage-backed and asset-backed securities in which the fund invests, or that an impairment of the value of collateral underlying such securities will cause the value of the securities to decrease.

 

  >  

U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q2/2009:    5.51%   Worst Quarter:     Q2/2004:    -2.36%

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years      10 Years  
Class A                           

Return Before Taxes

     4.13%         5.84%         5.12%   

Return After Taxes on Distributions

     1.01%         3.96%         3.39%   

Return After Taxes on Distributions and Sale of Fund Shares

     0.65%         3.70%         3.27%   
Class B                           

Return Before Taxes

     3.39%         5.86%         4.72%   
Class C                           

Return Before Taxes

     7.36%         5.85%         4.73%   
Class I                           

Return Before Taxes

     8.49%         6.92%         5.79%   
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)      4.22%         5.95%         5.18%   

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. The index is unmanaged and not available for direct investment.

 

18    Virtus Bond Fund


Table of Contents

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA.

Portfolio Management

 

  >  

David L. Albrycht, CFA, President and Chief Investment Officer at Newfleet, is a manager of the fund. Mr. Albrycht has served as a Portfolio Manager of the fund since October 2012.

 

  >  

Christopher J. Kelleher, CFA, CPA, Managing Director and Senior Portfolio Manager at Newfleet, is a manager of the fund. Mr. Kelleher has served as a Portfolio Manager of the fund since October 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

NOTE: Class B Shares are no longer available for purchase, except through reinvestment of dividends/capital gain distributions by existing shareholders and exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds, as permitted by the existing exchange privileges (as set forth in the fund’s prospectus).

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Bond Fund     19   


Table of Contents

Virtus CA Tax-Exempt Bond Fund

 

Investment Objective

The fund has an investment objective of obtaining a high level of current income exempt from California state and local income taxes, as well as federal income tax, consistent with the preservation of capital.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      2.75%         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class I  
Management Fees      0.45%         0.45%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         None   
Other Expenses (c)      0.34%         0.34%   
Acquired Fund Fees and Expenses (b)      0.01%         0.01%   
Total Annual Fund Operating Expenses ( c )      1.05%         0.80%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $379         $600         $838         $1,522   
Class I    Sold or Held      $82         $255         $444         $990   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 16% of the average value of its portfolio.

 

20    Virtus CA Tax-Exempt Bond Fund


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks current income free from federal and state income taxes by investing in municipal bonds issued in the state of California. The management team focuses on high quality California tax-exempt municipal bonds, gauging the value of a security by issue type, credit quality, and bond structure.

Under normal circumstances, as a matter of fundamental policy, the fund invests at least 80% of its assets in bonds, the income from which is exempt from California state income tax and federal income tax, and may invest 100% of its assets in such securities. The portion of the fund’s assets not invested in tax-exempt securities may be invested in taxable fixed income securities. Income from these investments may be subject to federal, state and local taxes.

Principal Risks

The fund may not achieve its objectives, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Long-Term Maturities/Durations Risk. The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Municipal Bond Market Risk. The risk that events negatively impacting a particular municipal security, or the municipal bond market in general, will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Tax-Exempt Securities Risk. The risk that tax-exempt securities may not provide a higher after-tax return than taxable securities.

 

  >  

Unrated Securities Risk. The risk that the subadviser will be unable to accurately assess the quality of an unrated fixed income security, so that the fund invests in a security with greater risk than intended, or that the liquidity of unrated fixed income securities in which the fund invests will be hindered, making it difficult for the fund to sell them.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

 

Virtus CA Tax-Exempt Bond Fund     21   


Table of Contents

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q3/2009:    8.13%    Worst Quarter:     Q4/2010:    -4.63% 

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years      10 Years     

Since  Inception

Class I

(9/29/06)

 
Class A Shares                                    

Return Before Taxes

     5.46%         4.87%         4.08%           

Return After Taxes on Distributions

     0.30%         3.82%         3.47%           

Return After Taxes on Distributions and Sale of Fund Shares

     0.19%         3.71%         3.48%           
Class I Shares                                    

Return Before Taxes

     8.72%         5.73%                 5.12%   
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)      4.22%         5.95%         5.18%         6.06%   
Barclays Capital California Municipal Bond Index (reflects no deduction for fees, expenses or taxes)      8.15%         6.11%         5.30%         5.52%   

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The Barclays Capital California Municipal Bond Index measures long term investment grade, tax-exempt and fixed rate bonds issued in California. The indexes are calculated on a total return basis. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA.

Portfolio Management

 

  >  

Timothy M. Heaney, CFA, Senior Portfolio Manager—Municipal Securities at Newfleet, is the manager of the fund. Mr. Heaney has served as the Portfolio Manager of the fund since 1997 and co-managed the fund from 1996 to 1997.

 

22    Virtus CA Tax-Exempt Bond Fund


Table of Contents

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

Distributions of net investment income attributed to the tax-exempt interest earned by the fund and designated as “exempt-interest dividends” will be exempt from the federal income tax. Such net investment income attributable to “private activity” bonds (other than private activity bonds issued in 2009 or 2010) may be a preference item for purposes of the federal alternative minimum tax. Income exempt from federal tax may be subject to state and local income tax. The fund may invest a portion of its assets in securities that generate income that is not exempt from federal or state income tax.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus CA Tax-Exempt Bond Fund     23   


Table of Contents

Virtus Disciplined Equity Style Fund

 

Investment Objective

The fund has an investment objective of capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.00%         1.00%         1.00%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      0.61%         0.61%         0.61%   
Acquired Fund Fees and Expenses (c)      0.23%         0.23%         0.23%   
Total Annual Fund Operating Expenses      2.09%         2.84%         1.84%   
Less: Expense Reimbursement (d)      (0.26)%         (0.26)%         (0.26)%   
Total Annual Fund Operating Expenses After Expense Reimbursement      1.83%         2.58%         1.58%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Estimated for current fiscal year.

 

  (d) The fund’s investment adviser has contractually agreed to limit the fund’s total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses) so that such expenses do not exceed 1.60% for Class A Shares, 2.35% for Class C Shares and 1.35% for Class I Shares through January 31, 2014. Following the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years  
Class A    Sold or Held      $750         $1,169   
Class C    Sold      $361         $856   
     Held      $261         $856   
Class I    Sold or Held      $161         $553   

 

24    Virtus Disciplined Equity Style Fund


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells shares of exchange-traded funds (“ETFs”) or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to outperform the Russell 3000 ® Index over a full market cycle in the U.S. equity market by tactically allocating net assets among six subsets of the U.S. equity universe that make up the Growth and Value equity styles as set forth below.

Growth:

 

  ·  

Large-Cap Growth

  ·  

Mid-Cap Growth

  ·  

Small-Cap Growth

Value:

 

  ·  

Large-Cap Value

  ·  

Mid-Cap Value

  ·  

Small-Cap Value

Allocations are based on a quantitative model that estimates performance trends for each pairing of these six subsets of the U.S. equity market relative to each other and uses these estimates to determine, on a weekly basis, whether the Growth or Value style is better positioned. The fund will invest assets in the equity style with the favorable aggregate score relative to the other style. The ability of the fund to outperform the Russell 3000 ® Index will depend on, among other things, the length of time and degree to which Growth stocks outperform Value stocks or Value stocks outperform Growth stocks in the U.S. equity market.

Each allocation may be invested in ETFs and/or baskets of securities representative of such ETFs. The fund may invest in a basket of securities to represent an ETF if it determines that investment in the ETF is not feasible or otherwise not in the best interest of the fund. Under normal circumstances, the fund intends to invest at least 80% of its assets in ETFs and/or securities representative of the U.S. equity market.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of any ETFs in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Fund of Funds Risk. The risk that the underlying funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility.

 

  >  

Growth Stocks Risk. The risk that the fund’s investments in growth stocks will be more volatile than investments in other types of stocks, or will perform differently from the market as a whole and from other types of stocks.

 

Virtus Disciplined Equity Style Fund     25   


Table of Contents
  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the fund to achieve positive returns or outperform the market.

 

  >  

Portfolio Turnover Risk. The risk that the fund’s principal investment strategies will result in a consistently high portfolio turnover rate. See the “Portfolio Turnover” section above for more information about the impact that portfolio turnover can have on fund performance.

 

  >  

Small and Medium Market Capitalization Risk. The risk that the fund’s investments in small and medium market capitalization companies will increase the volatility and risk of loss to the fund, as compared with investments in larger, more established companies.

 

  >  

Value Stocks Risk. The risk that the fund will underperform when value investing is out of favor or that the fund’s investments will not appreciate in value as anticipated.

Performance Information

The fund has not had a full calendar year of operations; therefore, performance information is not shown.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfound Investments, LLC (“Newfound”), an affiliate of VIA.

Portfolio Management

 

  >  

Corey Hoffstein, Chief Investment Officer and Portfolio Manager at Newfound, is a manager of the fund. Mr. Hoffstein has served as a Portfolio Manager of the fund since inception in December 2012.

 

  >  

Amy Robinson, Managing Director at Newfound, is a manager of the fund. Ms. Robinson has served as a Portfolio Manager of the fund since inception in December 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you as either ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

26    Virtus Disciplined Equity Style Fund


Table of Contents

Virtus Disciplined Select Bond Fund

 

Investment Objective

The fund has an investment objective of high total return from current income and capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      3.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.80%         0.80%         0.80%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      0.57%         0.57%         0.57%   
Acquired Fund Fees and Expenses (c)      0.19%         0.19%         0.19%   
Total Annual Fund Operating Expenses      1.81%         2.56%         1.56%   
Less: Expense Reimbursement (d)      (0.22)%         (0.22)%         (0.22)%   
Total Annual Fund Operating Expenses After Expense Reimbursement      1.59%         2.34%         1.34%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Estimated for current fiscal year.

 

  (d) The fund’s investment adviser has contractually agreed to limit the fund’s total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses) so that such expenses do not exceed 1.40% for Class A Shares, 2.15% for Class C Shares and 1.15% for Class I Shares through January 31, 2014. Following the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years  
Class A    Sold or Held      $531         $903   
Class C    Sold      $337         $776   
     Held      $237         $776   
Class I    Sold or Held      $136         $471   

 

Virtus Disciplined Select Bond Fund     27   


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells shares of exchange-traded funds (“ETFs”) or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to maximize total return over a full market cycle in the bond market by tactically allocating net assets among six subsectors within the broad Treasury, Treasury Inflation Protected Securities (TIPS) and Corporate classifications of the bond market as set forth below:

Treasuries:

 

  ·  

Short term U.S. Treasury Securities (1-3 year maturities)

  ·  

Medium term U.S. Treasury Securities (7-10 year maturities)

  ·  

Long term U.S. Treasury securities (20+ year maturities)

Treasury Inflation Protected Securities:

 

  ·  

TIPS

Corporate Bonds:

 

  ·  

Investment Grade Corporate Bonds

  ·  

High Yield Corporate Securities (Junk Bonds)

Allocations are based on a quantitative model that estimates performance trends for each pairing of these six subsectors of the bond market relative to each other and uses these estimates to generate, on a weekly basis, a positive or negative signal for each of the broad Treasury, TIPS and Corporate classifications. The classifications with positive signals will receive allocations, whereas the classifications with negative signals will not.

Each allocation may be invested in ETFs and/or baskets of securities representative of such ETFs. The fund may invest in a basket of securities to represent an ETF if it determines that investment in the ETF is not feasible or otherwise not in the best interest of the fund. Under normal circumstances, the fund intends to invest at least 80% of its assets in ETFs and/or securities representative of the bond market.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of any ETFs in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Fund of Funds Risk. The risk that the underlying funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility.

 

  >  

High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

 

28    Virtus Disciplined Select Bond Fund


Table of Contents
  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the fund to achieve positive returns or outperform the market.

 

  >  

Portfolio Turnover Risk. The risk that the fund’s principal investment strategies will result in a consistently high portfolio turnover rate. See the “Portfolio Turnover” section above for more information about the impact that portfolio turnover can have on fund performance.

 

  >  

U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The fund has not had a full calendar year of operations; therefore, performance information is not shown.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfound Investments, LLC (“Newfound”), an affiliate of VIA.

Portfolio Management

 

  >  

Corey Hoffstein, Chief Investment Officer and Portfolio Manager at Newfound, is a manager of the fund. Mr. Hoffstein has served as a Portfolio Manager of the fund since inception in December 2012.

 

  >  

Amy Robinson, Managing Director at Newfound, is a manager of the fund. Ms. Robinson has served as a Portfolio Manager of the fund since inception in December 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you as either ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Disciplined Select Bond Fund     29   


Table of Contents

Virtus Disciplined Select Country Fund

 

Investment Objective

The fund has an investment objective of capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.10%         1.10%         1.10%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      0.64%         0.64%         0.64%   
Acquired Fund Fees and Expenses (c)      0.51%         0.51%         0.51%   
Total Annual Fund Operating Expenses      2.50%         3.25%         2.25%   
Less: Expense Reimbursement (d)      (0.29)%         (0.29)%         (0.29)%   
Total Annual Fund Operating Expenses After Expense Reimbursement      2.21%         2.96%         1.96%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Estimated for current fiscal year.

 

  (d) The fund’s investment adviser has contractually agreed to limit the fund’s total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses) so that such expenses do not exceed 1.70% for Class A Shares, 2.45% for Class C Shares and 1.45% for Class I Shares through January 31, 2014. Following the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years  
Class A    Sold or Held      $786         $1,283   
Class C    Sold      $399         $974   
     Held      $299         $974   
Class I    Sold or Held      $199         $675   

 

30    Virtus Disciplined Select Country Fund


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells shares of exchange-traded funds (“ETFs”) or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to outperform the MSCI EAFE ® Index over a full market cycle by tactically allocating net assets among countries included in the MSCI EAFE ® Index. In pursuing this strategy, the fund maintains an emphasis on preservation of capital.

Allocations are based on a quantitative model that provides a positive or negative signal, on a weekly basis, for each country evaluated. Countries with positive signals will receive allocations approximating their relative weights in the MSCI EAFE ® Index. The remaining portfolio assets will be allocated to the subadviser’s “minimum volatility portfolio,” which is designed to limit downside risk. The minimum volatility portfolio is allocated equally among the four countries that, in the subadviser’s opinion, have exhibited the lowest volatility pattern historically. To mitigate concentration, geographic, and political risk, the four countries in the minimum volatility portfolio cannot be from the same geographic or political region.

Each allocation may be invested in ETFs and/or baskets of securities representative of such ETFs. The fund may invest in a basket of securities to represent an ETF if it determines that investment in the ETF is not feasible or otherwise not in the best interest of the fund. The fund may invest in issuers of any capitalization.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of any ETFs in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Fund of Funds Risk. The risk that the underlying funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the fund to achieve positive returns or outperform the market.

 

  >  

Portfolio Turnover Risk. The risk that the fund’s principal investment strategies will result in a consistently high portfolio turnover rate. See the “Portfolio Turnover” section above for more information about the impact that portfolio turnover can have on fund performance.

 

Virtus Disciplined Select Country Fund     31   


Table of Contents
  >  

Small and Medium Market Capitalization Companies. The risk that the fund’s investments in small and medium market capitalization companies will increase the volatility and risk of loss to the fund, as compared with investments in larger, more established companies.

Performance Information

The fund has not had a full calendar year of operations; therefore, performance information is not shown.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfound Investments, LLC (“Newfound”), an affiliate of VIA.

Portfolio Management

 

  >  

Corey Hoffstein, Chief Investment Officer and Portfolio Manager at Newfound, is a manager of the fund. Mr. Hoffstein has served as a Portfolio Manager of the fund since inception in December 2012.

 

  >  

Amy Robinson, Managing Director at Newfound, is a manager of the fund. Ms. Robinson has served as a Portfolio Manager of the fund since inception in December 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you as either ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

32    Virtus Disciplined Select Country Fund


Table of Contents

Virtus Dynamic AlphaSector SM Fund

 

Investment Objective

The Fund’s investment objective is to seek long-term capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class B      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        5.00% ( b )        1.25% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a
percentage of the value of your investment)
  Class A
Shares
    Class B
Shares
    Class C
Shares
    Class I
Shares
 
Management Fees             1.89% ( c )( d )               1.89% ( c )( d )               1.89% ( c )( d )               1.89% ( c )( d )  
Distribution and Shareholder Servicing (12b-1) Fees             0.25%                1.00%                1.00%                None   
Other Expenses ( d ) :                                                                

Dividends on Short Sales and Interest Expense

    0.64%                0.64%                0.64%                0.64%           

Remainder of Other Expenses

    0.42%                0.42%                0.42%                0.42%           
Total Other Expenses             1.06%                1.06%                1.06%                1.06%   
Acquired Fund Fees and Expenses ( e )             0.20%                0.20%                0.20%                0.20%   
Total Annual Fund Operating Expenses ( d )             3.40%                4.15%                4.15%                3.15%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The maximum deferred sales charge is imposed on Class B Shares redeemed during the first year; thereafter, it decreases 1% annually to 3% during the third and fourth years and to 0% after the sixth year. The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Management Fees exceed the contractual percentage rate because the Advisory Agreement, as amended, calculates fees based on Managed Assets rather than based on net assets although the table shows the percentage rate as applied to net assets. Managed Assets means the total assets of the fund, including any assets attributable to borrowings, minus the fund’s accrued liabilities other than such borrowings. In the future, performance fee adjustments may increase or decrease the management fee by up to +/- 1.00% of the average net assets of the fund during a rolling 36-month period (or cumulative period since the implementation of the principal investment management changes).

 

  (d) Restated to reflect current fees and expenses.

 

  (e) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. In the case of Class B Shares, it assumes that

 

Virtus Dynamic AlphaSector Fund     33   


Table of Contents

your shares are converted to Class A Shares after seven years. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $898         $1,560         $2,243         $4,048   
Class B    Sold      $817         $1,461         $2,120         $4,174   
     Held      $417         $1,261         $2,120         $4,174   
Class C    Sold      $517         $1,261         $2,120         $4,331   
     Held      $417         $1,261         $2,120         $4,331   
Class I    Sold or Held      $318         $971         $1,649         $3,457   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells shares of exchange-traded funds (“ETFs”) or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 165% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to achieve its investment objective by taking long and short positions in ETFs and/or stocks representing the nine primary sectors of the S&P ® 500 Index. The primary sectors of the S&P 500 ® Index are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. Allocations are based on a proprietary, quantitative model that seeks to evaluate trends within each sector by adjusting for changing levels of volatility in the market.

The fund intends to employ leverage in the form of borrowing on its long positions in circumstances where the fund has determined to take long positions representing four or more sectors. The fund intends to take short positions in sectors projected to have negative absolute performance, up to approximately 5.5% of the fund’s net assets, for each such sector. In the event that all nine sectors are projected to have negative absolute performance, the fund may take short positions worth up to 50% of the fund’s net assets, with the remainder of the fund’s assets remaining in cash and cash equivalents.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of any ETFs in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Leverage Risk. The risk that the value of the fund’s shares will be more volatile or that the fund will incur a loss greater than the fund’s investment in a given security when leverage is used.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

34    Virtus Dynamic AlphaSector Fund


Table of Contents
  >  

Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the fund to achieve positive returns or outperform the market.

 

  >  

Portfolio Turnover Risk. The risk that the fund’s principal investment strategies will result in a consistently high portfolio turnover rate. See the “Portfolio Turnover” section above for more information about the impact that portfolio turnover can have on fund performance.

 

  >  

Sector Focused Investing Risk. The risk events negatively affecting a particular industry or market sector in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly. To the extent the fund invests a significant portion of its portfolio in ETF representing one or more of the primary sectors of the S&P 500 ® Index (such as consumer discretionary, energy, healthcare) or in an ETF representing U.S. Treasuries, the fund is more vulnerable to conditions that negatively affect such sectors as compared to a fund that is not significantly invested in such sectors.

 

  >  

Short Sales Risk. The risk that a fund may experience a loss if the price of a borrowed security increases between the date of a short sale and the date on which the fund replaces the security.

 

  >  

U.S. Government Securities Risk. The risk that the U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q1/2009:    5.86%    Worst Quarter:     Q3/2011:    -6.00% 

 

Virtus Dynamic AlphaSector Fund     35   


Table of Contents

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years      10 Years     

Class I
Since Inception

(10/1/09)

 
Class A                                    

Return Before Taxes

     0.56%         -1.96%         -1.35%           

Return After Taxes on Distributions

     0.07%         -2.13%         -1.52%           

Return After Taxes on Distributions and Sale of Fund Shares

     0.04%         -1.73%         -1.20%           
Class B                                    

Return Before Taxes

     1.88%         -1.78%         -1.52%           
Class C                                    

Return Before Taxes

     5.94%         -1.55%         -1.50%           
Class I                                    

Return Before Taxes

     7.20%                         -1.34%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         1.66%         7.10%         12.89%   
Citigroup 90-Day Treasury Bill Index (reflects no deduction for fees, expenses or taxes)      8.30%         2.05%         2.50%         2.56%   

The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total-return basis with dividends reinvested. The Citigroup 90-Day Treasury Bill Index measures monthly return equivalents of yield averages that are not marked to market. The 90-Day Treasury Bill Index is an average of the last three three-month Treasury bill issues. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Alternative Investments, LLC (“F-Squared Alternative”).

Portfolio Management

 

  >  

Howard Present, Co-founder, President and CEO of F-Squared Alternative, is a manager of the fund. Mr. Present has served as a Portfolio Manager of the fund since February 2012.

 

  >  

Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has served as a Portfolio Manager of the fund since February 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

 

36    Virtus Dynamic AlphaSector Fund


Table of Contents

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

NOTE: Class B Shares are no longer available for purchase, except through reinvestment of dividends/capital gain distributions by existing shareholders and exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds, as permitted by the existing exchange privileges (as set forth in the fund’s prospectus).

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Dynamic AlphaSector Fund     37   


Table of Contents

Virtus Emerging Markets Debt Fund

 

Investment Objective

The fund has an investment objective of seeking total return from current income and capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      3.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.75%        0.75%        0.75%  
Distribution and Shareholder Servicing (12b-1) Fees      0.25%        1.00%        None  
Other Expenses (c)      0.60%        0.60%        0.60%  
Total Annual Fund Operating Expenses      1.60%        2.35%        1.35%  
Less: Expense Reimbursement ( d )      (0.25)%        (0.25)%        (0.25)%  
Total Annual Fund Operating Expenses After Expense Reimbursement (d)      1.35%        2.10%        1.10%  

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Estimated for current fiscal year.

 

  (d) The fund’s investment adviser has contractually agreed to limit the fund’s total operating expenses (excluding interest, taxes and extraordinary expenses) so that such expenses do not exceed 1.35% for Class A Shares, 2.10% for Class C Shares and 1.10% for Class I Shares through January 31, 2014. Following the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years  
Class A    Sold or Held      $507         $837   
Class C    Sold      $313         $710   
     Held      $213         $710   
Class I    Sold or Held      $112         $403   

 

38    Virtus Emerging Markets Debt Fund


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the period from inception (September 5, 2012) through its fiscal year end (September 30, 2012), the fund’s portfolio turnover rate was 13% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

Under normal circumstances, the Fund invests at least 80% of its assets in fixed income (debt) securities issued by governments, government-related entities and corporations located in emerging market countries. The fund may invest without limit in high yield debt securities and related investments rated below investment grade (that is, securities not rated Baa/BBB or above by at least one nationally recognized statistical rating organization (“NRSRO”), or, if unrated, determined to be of comparable credit quality by the subadviser). Below investment grade securities are commonly referred to as “junk bonds.” These investments include, but are not limited to, instruments designed to restructure outstanding emerging market debt such as participations in loans between governments and financial institutions. The fund manages duration utilizing a duration neutral strategy. Under normal circumstances, the fund’s average duration is maintained at a level similar to that of its benchmark, the JP Morgan Emerging Markets Bond Index (EMBI) Global Diversified. As of September 30, 2012, the modified adjusted duration of the JP Morgan EMBI Global Diversified was 7.41 years. The fund is a non-diversified portfolio.

The fund intends to invest in at least three emerging market countries, which are countries that, at the time of investment, are represented in the JP Morgan Emerging Markets Bond Index Global Diversified or categorized by the World Bank in its annual categorization as middle- or low-income. In determining “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

Virtus Emerging Markets Debt Fund     39   


Table of Contents
  >  

Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at a time and price beneficial to the fund.

 

  >  

Loan Participation Risk. The risk that there may not be a readily available market for loan participation interests and, in some cases, the fund may have to dispose of such securities at a substantial discount from face value. Loan participations also involve the credit risk associated with the underlying corporate borrower.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Non-Diversification Risk. The risk that the fund will be more susceptible to factors negatively impacting the securities in its portfolio to the extent that each such security represents a significant portion of the fund’s assets.

 

  >  

Unrated Fixed Income Securities Risk. The risk that the subadviser will be unable to accurately assess the quality of an unrated fixed income security, so that the fund invests in a security with greater risk than intended, or that the liquidity of unrated fixed income securities in which the fund invests will be hindered, making it difficult for the fund to sell them.

 

  >  

U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The fund has not had a full calendar year of operations; therefore, performance information is not shown.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA.

Portfolio Management

 

  >  

David L. Albrycht, CFA, President and Chief Investment Officer at Newfleet. Mr. Albrycht has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

Stephen H. Hooker, CFA, Director of Foreign Research at Newfleet. Mr. Hooker has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

Daniel P. Senecal, CFA, Managing Director of Credit Research at Newfleet. Mr. Senecal has served as a Portfolio Manager of the fund since inception in September 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

 

40    Virtus Emerging Markets Debt Fund


Table of Contents

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Emerging Markets Debt Fund     41   


Table of Contents

Virtus Emerging Markets Equity Income Fund

 

Investment Objective

The fund has an investment objective of seeking capital appreciation and income.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.05%        1.05%        1.05%  
Distribution and Shareholder Servicing (12b-1) Fees      0.25%        1.00%        None  
Other Expenses (c)      0.90%        0.90%        0.90%  
Total Annual Fund Operating Expenses      2.20%        2.95%        1.95%  
Less: Expense Reimbursement (d)      (0.45)%        (0.45)%        (0.45)%  
Total Annual Fund Operating Expenses After Expense Reimbursement      1.75%        2.50%        1.50%  

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Estimated for current fiscal year.

 

  (d) The fund’s investment adviser has contractually agreed to limit the fund’s total operating expenses (excluding interest, taxes and extraordinary expenses) so that such expenses do not exceed 1.75% for Class A Shares, 2.50% for Class C Shares and 1.50% for Class I Shares through January 31, 2014. Following the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years  
Class A    Sold or Held      $743         $1,183   
Class C    Sold      $353         $870   
   Held      $253         $870   
Class I    Sold or Held      $153         $569   

 

42    Virtus Emerging Markets Equity Income Fund


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the period from inception (September 5, 2012) through its fiscal year end (September 30, 2012), the fund’s portfolio turnover rate was 37% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

This fund offers investors exposure to emerging markets. The securities chosen for inclusion in the fund are those that, in the opinion of the subadviser, are high quality companies that pay above average dividends, have above average dividend growth potential, strong balance sheets and cash flow and adhere to better corporate governance. Companies selected must have the financial strength to maintain and grow their dividend payout commitments. The process is focused on identifying companies that have chosen to generate high levels of cash flow and to pay a high proportion of it to their shareholders. It is the belief of the subadviser that those companies offer the best opportunity for capital appreciation as well as superior income generation.

Under normal circumstances, the fund invests at least 80% of its assets in equity securities of issuers located in emerging markets countries; such issuers may be of any capitalization. The equity securities in which the fund invests include common stocks, preferred stocks and American Depositary Receipts (ADRs). Emerging markets countries generally include every nation in the world except the U.S., Canada, Japan, Australia, New Zealand and most nations located in Western Europe. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. In determining “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

Virtus Emerging Markets Equity Income Fund     43   


Table of Contents

Performance Information

The fund has not had a full calendar year of operations; therefore, performance information is not shown.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is Kleinwort Benson Investors International, Ltd. (“KBI”).

Portfolio Management

 

  >  

James Collery, Portfolio Manager—Dividend Plus Strategies at KBI. Mr. Collery has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

David Hogarty, Head of Strategy Development—Dividend Plus Strategies at KBI. Mr. Hogarty has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

Ian Madden, Portfolio Manager—Dividend Plus Strategies at KBI. Mr. Madden has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

Gareth Maher, Head of Portfolio Management—Dividend Plus Strategies at KBI. Mr. Maher has served as a Portfolio Manager of the fund since inception in September 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

44    Virtus Emerging Markets Equity Income Fund


Table of Contents

Virtus Foreign Opportunities Fund

 

Investment Objective

The fund has an investment objective of long-term capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.85%         0.85%         0.85%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (d)      0.34%         0.34%         0.34%   
Acquired Fund Fees and Expenses (c)      0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses ( d )      1.45%         2.20%         1.20%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $714         $1,007         $1,322         $2,210   
Class C    Sold      $323         $688         $1,180         $2,534   
     Held      $223         $688         $1,180         $2,534   
Class I    Sold or Held      $122         $381         $660         $1,455   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 47% of the average value of its portfolio.

 

Virtus Foreign Opportunities Fund     45   


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

This fund seeks to provide investors with access to high-quality international companies. The securities selected for inclusion in the fund are those that in the opinion of the subadviser are well-managed businesses with consistent operating histories and financial performance that have favorable long-term economic prospects and, in most cases, generate free cash flow. Over full market cycles, the investment style is designed with the objective of capturing part of the up market cycles and may offer protection in down market cycles.

Under normal circumstances, at least 80% of the fund’s assets are invested in equity securities or equity-linked instruments of issuers located outside the United States, including issuers in emerging markets countries. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity-Linked Instruments Risk. The risk that, in addition to market risk and other risks of the referenced equity security, the fund may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the fund to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the fund’s investment.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

 

46    Virtus Foreign Opportunities Fund


Table of Contents

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q4/2004:     19.15%    Worst Quarter:     Q3/2008:    -19.26% 

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

      

1 Year

    

5 Years

    

10 Years

     Since Inception  
           

Class C

(10/10/03)

    

Class I

(5/15/06)

 
Class A                                             

Return Before Taxes

     12.94%         -1.95%         10.47%                   

Return After Taxes on Distributions

     11.76%         -2.09%         10.03%                   

Return After Taxes on Distributions and Sale of Fund Shares

     7.64%         -1.64%         9.24%                   
Class C                                             

Return Before Taxes

     18.97%         -1.53%                 9.34%           
Class I                                             

Return Before Taxes

     20.17%         -0.51%                         4.45%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         1.66%         7.10%         5.89%         3.67%   
Morgan Stanley Capital International EAFE ® Index (net) (reflects no deduction for fees, expenses or taxes)      17.32%         -3.69%         8.21%         6.24%         0.18%   

The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The S&P 500 ® Index is calculated on a total return basis with dividends reinvested. The MSCI EAFE ® Index (net) is a free float-adjusted market capitalization-weighted index that measures developed foreign market equity performance, excluding the U.S. and Canada. The MSCI EAFE ® Index (net) is calculated on a total return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is Vontobel Asset Management, Inc. (“Vontobel”).

 

Virtus Foreign Opportunities Fund     47   


Table of Contents

Portfolio Management

 

  >  

Rajiv Jain, a Managing Director of Vontobel, is the manager of the fund. Mr. Jain has served as a Portfolio Manager of the fund (or its predecessor) since February 2002.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

48    Virtus Foreign Opportunities Fund


Table of Contents

Virtus Global Commodities Stock Fund

 

Investment Objective

The fund has an investment objective of capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.00%         1.00%         1.00%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (d)      0.58%         0.58%         0.58%   
Acquired Fund Fees and Expenses ( c )      0.05%         0.05%         0.05%   
Total Annual Fund Operating Expenses (d)      1.88%         2.63%         1.63%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $755         $1,132         $1,533         $2,649   
Class C    Sold      $366         $817         $1,395         $2,964   
     Held      $266         $817         $1,395         $2,964   
Class I    Sold or Held      $166         $514         $887         $1,933   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 96% of the average value of its portfolio.

 

Virtus Global Commodities Stock Fund     49   


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

The fund offers investors exposure to commodities-related investments in markets located throughout the world, including emerging market countries. Under normal circumstances, the fund invests globally at least 80% of its assets in stocks of companies principally engaged in the base metals, precious metals, energy, and agriculture group of industries. The fund will concentrate its investments in this commodities-related group of industries. The fund is a non-diversified portfolio and will consist primarily of common and preferred stocks, but may contain commodity-related exchange-traded funds (“ETFs”) and commodities-linked notes. The fund will primarily hold securities of companies listed on global securities exchanges or quoted on established over-the-counter markets, or American Depositary Receipts (ADRs). The fund typically invests in the securities of medium to large capitalization companies, but it is not limited to investing in the securities of companies of any particular size.

Under normal circumstances, the fund will hold at least 40% of its assets in non-U.S issuers and ETFs and/or commodities-linked notes providing exposure to non-U.S markets. The fund intends to diversify its investments among countries and normally have represented in the portfolio business activities of a number of different countries. In determining the “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Commodities Concentration Risk. The risk that events negatively affecting the base metals, precious metals, energy and agriculture industries in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly. Since the fund concentrates its assets in commodities-related investments, the fund is more vulnerable to conditions that negatively affect commodities-related companies and investments as compared to a fund that is not significantly invested in such companies.

 

  >  

Commodity and Commodity-Linked Instrument Risk. The risk that investments in commodities or commodity-linked notes will subject the fund’s portfolio to greater volatility than investments in traditional securities, or that commodity-linked instruments will experience returns different from the commodities they attempt to track.

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in small and medium-sized companies may be more volatile than investments in larger companies.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

50    Virtus Global Commodities Stock Fund


Table of Contents
  >  

Non-Diversification Risk. The risk that the fund will be more susceptible to factors negatively impacting the securities in its portfolio to the extent that each such security represents a significant portion of the fund’s assets.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance for its first full year of operations. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q3/2012:    13.70%    Worst Quarter:     Q2/2012:    -7.98% 

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year     

Since  Inception

(3/15/11)

 
Class A                  

Return Before Taxes

     0.67%         -5.35%   

Return After Taxes on Distributions

     -1.13%         -6.29%   

Return After Taxes on Distributions and Sale of Fund Shares

     -0.74%         -5.31%   
Class C                  

Return Before Taxes

     5.97%         -2.90%   
Class I                  

Return Before Taxes

     7.09%         -1.92%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         8.45%   
MSCI AC World Commodities Producers Sector Capped Index (net)      6.84%         -4.87%   

The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The MSCI AC World Commodity Producer Sector Capped Index (net) is a market capitalization weighted index that measures performance of developed and emerging market commodity producers within the energy, metals and agricultural sectors. Each of the three sectors are equally weighted within the index. The index is calculated on a total return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.

 

Virtus Global Commodities Stock Fund     51   


Table of Contents

After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is BMO Asset Management Corp. (“BMO AM”), with Coxe Advisors, LLP (“Coxe”) serving as sub-subadviser.

Portfolio Management

 

  >  

Donald G. M. Coxe, Chairman and Portfolio Strategist of Coxe, is a manager of the fund. Mr. Coxe has served as a Portfolio Manager of the fund since inception in March 2011.

 

  >  

Ernesto Ramos, PhD, Managing Director and Head of Equities of BMO AM, is a manager of the fund. Dr. Ramos has served as a Portfolio Manager of the fund since February 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

52    Virtus Global Commodities Stock Fund


Table of Contents

Virtus Global Dividend Fund

 

Investment Objective

The fund has an investment objective of capital appreciation and current income.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.65%         0.65%         0.65%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      0.41%         0.41%         0.41%   
Total Annual Fund Operating Expenses (c)      1.31%         2.06%         1.06%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $701         $966         $1,252         $2,063   
Class C    Sold      $309         $646         $1,108         $2,390   
     Held      $209         $646         $1,108         $2,390   
Class I    Sold or Held      $108         $337         $585         $1,294   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 21% of the average value of its portfolio.

 

Virtus Global Dividend Fund     53   


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

The fund invests globally in infrastructure companies involved in the energy, utility, transportation, and communications industries. Infrastructure companies are believed by the subadviser to exhibit attractive risk/return characteristics, offer moderate-to-high income and moderate growth, and are defensive in nature.

Under normal market conditions, the fund invests at least 80% of its assets in dividend paying equity securities of infrastructure companies that are located in three or more countries, one of which will be the United States. Under normal market conditions, the fund will invest at least 25% of its assets in securities of U.S. issuers. As of September 30, 2012, the fund was invested in issuers representing approximately 13 different countries. Although the fund concentrates its investments in infrastructure companies, it may invest up to 20% of its assets in securities of issuers that are not infrastructure companies, including stocks, debt obligations, money market securities and money market mutual funds, as well as certain derivative instruments. To the extent the fund purchases non-infrastructure stocks, they may be of issuers of any capitalization. When investing in debt obligations, the fund will invest primarily in investment grade debt obligations, although it may invest in high-yield, high-risk fixed income securities (junk bonds).

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Derivatives Risk. The risk that the fund will incur a loss greater than the fund’s investment in, or will experience greater share price volatility as a result of investing in, a derivative contract.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Income Risk. The risk that income received from the fund will vary widely over the short- and long-term.

 

  >  

Industry/Sector Concentration Risk. The risk that events negatively affecting infrastructure companies will cause the value of the fund’s shares to decrease, perhaps significantly. Since the fund concentrates its assets in infrastructure companies, the fund is more vulnerable to conditions that negatively affect infrastructure companies as compared to a fund that does not concentrate holdings in such companies.

 

  >  

Infrastructure-Related Investment Risk. The risk that the value of the fund’s shares will decrease as a result of conditions, such as general or local economic conditions and political developments, changes in regulations, environmental problems, casualty losses, and changes in interest rates, negatively affecting the infrastructure companies in which the fund invests.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

54    Virtus Global Dividend Fund


Table of Contents
  >  

Master Limited Partnership (MLP) Risk. The risk that the fund’s investments in MLP units will be negatively impacted by tax law changes, regulatory developments or other factors affecting the MLPs.

 

  >  

Preferred Stock Risk. The risk that a preferred stock will decline in price, fail to pay dividends when expected, or be illiquid.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and with a composite benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q3/2010:    16.39%   Worst Quarter:     Q3/2008:    -16.55%

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

                         Since Inception  
       1 Year      5 Years      Class A
and
Class C
(12/30/04)
     Class  I
(6/6/08)
 
Class A                                    

Return Before Taxes

     4.78%         0.04%         6.41%           

Return After Taxes on Distributions

     1.99%         -0.46%         5.79%           

Return After Taxes on Distributions and Sale of Fund Shares

     1.29%         -0.10%         5.46%           
Class C                                    

Return Before Taxes

     10.31%         0.50%         6.41%           
Class I                                    

Return Before Taxes

     11.45%                         2.69%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         1.66%         4.23%         3.32%   
Global Dividend Linked Benchmark (reflects no deduction for fees, expenses or taxes)      6.65%         -1.08%         6.09%         -0.20%   

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies and is provided for general comparative purposes. The index is calculated on a total-return basis with dividends reinvested. The Global Dividend Linked Benchmark consists of the MSCI World Infrastructure Sector Capped Index for the period since September 1, 2008. This is a market capitalization weighted index that measures performance of global infrastructure companies by capturing broad and diversified opportunities across telecommunication, utilities,

 

Virtus Global Dividend Fund     55   


Table of Contents

energy, transportation and social infrastructure sectors. The telecommunication infrastructure and utilities sector each represent one-third of the index weight, while energy, transportation and social infrastructure sectors have a combined weight of the remaining one-third of the index. Performance of the Global Dividend Linked Benchmark prior to September 1, 2008 represents an allocation consisting of 65% MSCI USA/Utilities Index, 20% MSCI World Telecom Services Index, and 15% MSCI World ex USA/Utilities Index. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Duff & Phelps Investment Management Co. (“Duff & Phelps”), an affiliate of VIA.

Portfolio Management

 

  >  

Connie M. Luecke, CFA, a Senior Vice President of Duff & Phelps, is a manager of the fund. Ms. Luecke has served as a Portfolio Manager of the fund since inception in 2004.

 

  >  

Randle L. Smith, CFA, a Senior Vice President of Duff & Phelps, is a manager of the fund. Mr. Smith has served as a Portfolio Manager of the fund since inception in 2004.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

56    Virtus Global Dividend Fund


Table of Contents

Virtus Global Opportunities Fund

 

Investment Objective

The fund has an investment objective of capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class B      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        5.00% (b)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your
investment)
   Class A      Class B      Class C      Class I  
Management Fees      0.85%         0.85%         0.85%         0.85%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         1.00%         None   
Other Expenses (d)      0.43%         0.43%         0.43%         0.43%   
Acquired Fund Fees and Expenses ( c )      0.01%         0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses ( d )      1.54%         2.29%         2.29%         1.29%   

 

  (a) Generally, Class A Shares are not subject to any charges by the fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The maximum deferred sales charge is imposed on Class B Shares redeemed during the first year; thereafter, it decreases 1% annually to 2% during the fourth and fifth years and to 0% after the fifth year. The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. In the case of Class B Shares, it assumes that your shares are converted to Class A Shares after eight years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $723         $1,033         $1,366         $2,304   
Class B    Sold      $632         $915         $1,225         $2,438   
     Held      $232         $715         $1,225         $2,438   
Class C    Sold      $332         $715         $1,225         $2,626   
     Held      $232         $715         $1,225         $2,626   
Class I    Sold or Held      $131         $409         $708         $1,556   

 

Virtus Global Opportunities Fund     57   


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 73% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

This fund seeks to provide investors with exposure to high-quality global companies. The securities selected for inclusion in the fund are those believed by the subadviser to be well-managed businesses with consistent operating histories and financial performance that have favorable long-term economic prospects and, in most cases, generate free cash flow. Over full market cycles, the investment style is designed with the objective of capturing part of the up market cycles and may offer protection in down market cycles.

Under normal circumstances, the fund invests in equity securities or equity-linked instruments of issuers located throughout the world, including issuers in emerging markets countries and issuers in the United States. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. As of September 30, 2012, the fund was invested in issuers representing approximately 15 different countries.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity-Linked Instruments Risk. The risk that, in addition to market risk and other risks of the referenced equity security, the fund may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the fund to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the fund’s investment.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Growth Stocks Risk. The risk that the fund’s investments in growth stocks will be more volatile than investments in other types of stocks, or will perform differently from the market as a whole and from other types of stocks.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

58    Virtus Global Opportunities Fund


Table of Contents

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q2/2003:    19.07%   Worst Quarter:     Q4/2008:    -20.92%

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years      10 Years     

Since  Inception

Class I

(8/8/12)

 
Class A                                    

Return Before Taxes

     12.54%         -1.72%         6.78%           

Return After Taxes on Distributions

     12.19%         -1.74%         6.56%           

Return After Taxes on Distributions and Sale of Fund Shares

     7.92%         -1.37%         6.02%           
Class B                                    

Return Before Taxes

     14.50%         -1.26%         6.63%           
Class C                                    

Return Before Taxes

     18.47%         -1.28%         6.62%           
Class I                                    

Return Before Taxes

                             8.30%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         1.66%         7.10%         2.72%   
MSCI ACWI Index (net) (reflects no deduction for fees, expenses or taxes)      16.13%         -1.16%         8.11%         6.20%   

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies. The S&P 500 ® Index is calculated on a total return basis with dividends reinvested. The MSCI All Country World Index (net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The MSCI ACWI Index (net) is calculated on a total return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

 

Virtus Global Opportunities Fund     59   


Table of Contents

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is Vontobel Asset Management, Inc. (“Vontobel”).

Portfolio Management

 

  >  

Matthew Benkendorf, a Director at Vontobel, is a manager of the fund. Mr. Benkendorf has served as a Portfolio Manager of the fund since January 2009.

 

  >  

Rajiv Jain, a Managing Director of Vontobel, is a manager of the fund. Mr. Jain has served as a Portfolio Manager of the fund since January 2009.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

NOTE: Class B Shares are no longer available for purchase, except through reinvestment of dividends/capital gain distributions by existing shareholders and exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds, as permitted by the existing exchange privileges (as set forth in the fund’s prospectus).

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

60    Virtus Global Opportunities Fund


Table of Contents

V irtus Global Premium AlphaSector SM Fund

 

Investment Objective

The fund has an investment objective of capital appreciation. In pursuing this objective, the fund maintains an emphasis on preservation of capital.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A     Class C      Class I  
Management Fees      1.10%        1.10%         1.10%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%        1.00% ( d )        None   
Other Expenses (d)      0.42%        0.42%         0.42%   
Acquired Fund Fees and Expenses ( c )      0.28%        0.28%         0.28%   
Total Annual Fund Operating Expenses (d)      2.05%        2.80%         1.80%   
Less: Fee Waiver             (0.03)% ( e )          
Total Annual Fund Operating Expenses After Fee Waiver (d)      2.05%        2.77%         1.80%   

 

  (a) Generally, Class A Shares are not subject to any charges by the fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

 

  (e) The fund’s distributor has contractually agreed to waive its 12b-1 fees applicable to Class C Shares to the extent that the fund’s investments in underlying ETFs with their own 12b-1 fees would otherwise cause the total 12b-1 fees paid directly or indirectly by the fund to exceed the limits set forth in applicable law or regulation.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $771         $1,181         $1,615         $2,817   
Class C    Sold      $380         $859         $1,464         $3,099   
     Held      $280         $859         $1,464         $3,099   
Class I    Sold or Held      $183         $566         $975         $2,116   

 

Virtus Global Premium AlphaSector Fund     61   


Table of Contents

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells shares of the exchange-traded funds (“ETFs”) or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 258% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund allocates net assets to U.S. Equity and International Equity. Allocations within each asset class are based on proprietary quantitative models.

The U.S. Equity allocation may be invested in ETFs and/or securities representing the primary sectors of the S&P 500 ® Index. The primary sectors of the S&P 500 ® Index represented are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. The International Equity allocation may be invested in ETFs and/or securities representing both developed markets (EAFE) and emerging markets. The fund may also invest in stocks (without restriction as to market capitalization) and short-term securities. The fund may invest in a basket of securities to represent a sector if it determines that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the fund. The fund may also deviate from a model allocation if it is determined that tracking the model allocation is likely to violate applicable legal or regulatory restrictions or otherwise result in adverse consequences for the fund. In times of market weakness, the fund has the ability to move partially or fully to short-term cash equivalents.

Under normal circumstances, the fund intends to allocate at least 40% of its assets to ETFs and/or securities representative of non-U.S. markets. Through its investment in these ETFs and/or securities, the fund’s exposure to non-U.S. markets will be diversified among countries and will have represented the business activities of a number of different countries.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of any ETFs in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests, will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Fund of Funds Risk. The risk that the underlying funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

62    Virtus Global Premium AlphaSector Fund


Table of Contents
  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the fund to achieve positive returns or outperform the market.

 

  >  

Portfolio Turnover Risk. The risk that the fund’s principal investment strategies will result in a consistently high portfolio turnover rate. See the “Portfolio Turnover” section above for more information about the impact that portfolio turnover can have on fund performance.

 

  >  

Sector Focused Investing Risk. The risk that events negatively affecting a particular industry or market sector in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly. To the extent that the fund invests a significant portion of its portfolio in ETFs representing one or more of the primary sectors of the S&P 500 ® Index (such as consumer discretionary, energy, healthcare) or in an ETF representing U.S. Treasuries, the fund is more vulnerable to conditions that negatively affect such sectors as compared to a fund that is not significantly invested in such sectors.

 

  >  

U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance for its first full year of operations. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q1/2012:    6.76%    Worst Quarter:     Q2/2012:    -1.94% 

Average Annual Total Returns (for the periods ended 12/31/12)

 

Virtus Global Premium AlphaSector Fund     63   


Table of Contents

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year     

Since  Inception

(3/15/11)

 
Class A                  

Return Before Taxes

     4.86%         0.80%   

Return After Taxes on Distributions

     3.75%         0.16%   

Return After Taxes on Distributions and Sale of Fund Shares

     2.44%         0.17%   
Class C                  

Return Before Taxes

     10.35%         3.38%   
Class I                  

Return Before Taxes

     11.47%         4.39%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         8.45%   
MSCI World Index (net)      15.83%         5.30%   

The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The MSCI World Index (net) is a free float-adjusted market capitalization-weighted index that measures developed global market equity performance. The index is calculated on a total return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Institutional Advisors, LLC (“F-Squared Institutional”).

Portfolio Management

 

  >  

Howard Present, Co-founder, President and CEO of F-Squared Institutional, is a manager of the fund. Mr. Present has served as a Portfolio Manager of the fund since inception in March 2011.

 

  >  

Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has served as a Portfolio Manager of the fund since inception in March 2011.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

 

64    Virtus Global Premium AlphaSector Fund


Table of Contents

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Global Premium AlphaSector Fund     65   


Table of Contents

Virtus Global Real Estate Securities Fund

 

Investment Objective

The fund has a primary investment objective of long-term capital appreciation, with a secondary investment objective of income.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.85%         0.85%         0.85%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (d)      1.10%         1.10%         1.10%   
Acquired Fund Fees and Expenses (c)      0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses ( d )      2.21%         2.96%         1.96%   

 

  (a) Generally, Class A Shares are not subject to any charges by the fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $786         $1,226         $1,692         $2,973   
Class C    Sold      $399         $915         $1,557         $3,280   
     Held      $299         $915         $1,557         $3,280   
Class I    Sold or Held      $199         $615         $1,057         $2,285   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 31% of the average value of its portfolio.

 

66    Virtus Global Real Estate Securities Fund


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

The fund provides global exposure to the real estate securities market, focusing exclusively on companies with a rental business profile. Rental companies derive 70% or more of total revenue from rental income and are most similar in business profile to U.S. real estate investment trusts (“REITs”).

Under normal circumstances, the fund invests at least 80% of its assets in equity securities issued by U.S. and non-U.S companies of any capitalization that are principally engaged in the real estate industry, including common stock, preferred stock and other equity securities issued by real estate companies, such as REITs and similar REIT-like entities. The fund, under normal market conditions, will hold at least 40% of its assets in non-U.S. issuers. Additionally, the fund normally invests in real estate-related securities of issuers in developed countries; however it may invest up to 20% of its assets in issuers incorporated in emerging market countries. The fund concentrates its assets in the real estate industry and is non-diversified under federal securities laws.

Principal Risks

The fund may not achieve its objectives, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity REIT Securities Risk. The risk that, in addition to the risks associated with investing in the real estate industry, the value of the fund’s shares will be negatively affected by factors specific to investing through a pooled vehicle, such as through poor management of a REIT or REIT-like entity, concentration risk, or other risks typically associated with investing in small or medium market capitalization companies.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Industry/Sector Concentration Risk. The risk that events negatively affecting real estate securities will cause the value of the fund’s shares to decrease, perhaps significantly. Since the fund concentrates its assets in real estate related securities, the fund is more vulnerable to conditions that negatively affect real estate related securities as compared to a fund that does not concentrate holdings in such securities.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Non-Diversification Risk. The risk that the fund will be more susceptible to factors negatively impacting the securities in its portfolio to the extent that each such security represents a significant portion of the fund’s assets.

 

Virtus Global Real Estate Securities Fund     67   


Table of Contents

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q3/2010:    17.74%    Worst Quarter:    Q3/2011:    -16.99%

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year     

Since  Inception

(3/2/09)

 
Class A Shares                  

Return Before Taxes

     16.30%         30.58%   

Return After Taxes on Distributions

     12.83%         27.31%   

Return After Taxes on Distributions and Sale of Fund Shares

     8.34%         24.83%   
Class C Shares                  

Return Before Taxes

     22.45%         31.63%   
Class I Shares                  

Return Before Taxes

     23.70%         32.97%   

S&P 500 ® Index (reflects no deduction for fees,

expenses or taxes)

     16.00%         22.96%   

FTSE EPRA/NAREIT Developed Rental Index (net)

(reflects no deduction for fees, expenses or taxes)

     22.54%         32.80%   

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies. The S&P 500 ® Index is calculated on a total return basis with dividends reinvested. The FTSE EPRA/NAREIT Developed Rental Index is a free-float market capitalization index measuring global real estate securities, which meet minimum size, liquidity and investment focus criteria. The FTSE EPRA/NAREIT Index (net) is calculated on a total-return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

 

68    Virtus Global Real Estate Securities Fund


Table of Contents

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Duff & Phelps Investment Management Co. (“Duff & Phelps”), an affiliate of VIA.

Portfolio Management

 

  >  

Geoffrey P. Dybas, CFA, Senior Vice President, Global Real Estate Securities team head and Senior Portfolio Manager at Duff & Phelps, is a manager of the fund. Mr. Dybas has served as a Portfolio Manager of the fund since inception in March 2009.

 

  >  

Frank J. Haggerty, Jr., CFA, Senior Vice President, Portfolio Manager and Senior Real Estate Securities Analyst at Duff & Phelps, is a manager of the fund. Mr. Haggerty has served as a Portfolio Manager of the fund since inception in March 2009.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Global Real Estate Securities Fund     69   


Table of Contents

Virtus Greater Asia ex Japan Opportunities Fund

 

Investment Objective

The fund has an investment objective of long-term capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.00%         1.00%         1.00%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (d)      1.56%         1.56%         1.56%   
Aquired Fund Fees and Expenses ( c )      0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses (d)      2.82%         3.57%         2.57%   

 

  (a) Generally, Class A Shares are not subject to any charges by the fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $844         $1,399         $1,978         $3,541   
Class C    Sold      $460         $1,094         $1,850         $3,836   
     Held      $360         $1,094         $1,850         $3,836   
Class I    Sold or Held      $260         $799         $1,365         $2,905   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 40% of the average value of its portfolio.

 

70    Virtus Greater Asia ex Japan Opportunities Fund


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

This fund seeks to offer investors exposure to Asian market economies, with the exception of Japan, through well-established companies. The portfolio invests in what the subadviser believes to be well-managed businesses with consistent operating histories and financial performance that have favorable long-term economic prospects and, in most cases, generate free cash flow. Over full market cycles, the investment style is designed with the objective of capturing part of the up market cycles and may offer protection in down market cycles.

Under normal circumstances, at least 80% of the fund’s assets are invested in equity securities or equity-linked instruments of issuers located in Asia (excluding Japan), including issuers in emerging markets. Equity-linked securities are hybrid debt securities whose return is connected to an underlying equity, usually a stock. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. In determining the “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity-Linked Instruments Risk. The risk that, in addition to market risk and other risks of the referenced equity security, the fund may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the fund to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the fund’s investment.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

 

Virtus Greater Asia ex Japan Opportunities Fund     71   


Table of Contents

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q3/2010:    17.70%   Worst Quarter:    Q3/2011:    -11.67%

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year     

Since  Inception

(4/21/09)

 
Class A Shares                  

Return Before Taxes

     17.43%         18.12%   

Return After Taxes on Distributions

     13.39%         15.59%   

Return After Taxes on Distributions and Sale of Fund Shares

     8.70%         14.23%   
Class C Shares                  

Return Before Taxes

     23.60%         19.12%   
Class I Shares                  

Return Before Taxes

     24.89%         20.35%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         16.94%   
MSCI AC Asia Pacific ex Japan Index (net) (reflects no deduction for fees, expenses or taxes)      22.31%         18.87%   

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies. The S&P 500 ® Index is calculated on a total return basis with dividends reinvested. The MSCI AC Asia Pacific ex Japan Index (net) is a free float-adjusted market capitalization weighted index measuring the equity market performance of developed and emerging markets in Asia (excluding Japan), as well as Australia and New Zealand. The MSCI AC Asia Pacific ex Japan Index (net) is calculated on a total-return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is Vontobel Asset Management, Inc. (“Vontobel”).

Portfolio Management

 

  >  

Rajiv Jain, a Managing Director of Vontobel, is the manager of the fund. Mr. Jain has served as a Portfolio Manager of the fund since inception in April 2009.

 

72    Virtus Greater Asia ex Japan Opportunities Fund


Table of Contents

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Greater Asia ex Japan Opportunities Fund     73   


Table of Contents

Virtus Greater European Opportunities Fund

 

Investment Objective

The fund has an investment objective of long-term capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.85%         0.85%         0.85%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      1.58%         1.58%         1.58%   
Total Annual Fund Operating Expenses (c)      2.68%         3.43%         2.43%   

 

  (a) Generally, Class A Shares are not subject to any charges by the fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $831         $1,359         $1,913         $3,414   
Class C    Sold      $446         $1,053         $1,784         $3,712   
     Held      $346         $1,053         $1,784         $3,712   
Class I    Sold or Held      $246         $758         $1,296         $2,766   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 49% of the average value of its portfolio.

 

74    Virtus Greater European Opportunities Fund


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

This fund seeks to offer investors exposure to European market economies through well-established companies. The securities selected for inclusion in the fund are believed by the subadviser to be well-managed businesses with consistent operating histories and financial performance that have favorable long-term economic prospects and, in most cases, generate free cash flow. Over full market cycles, the investment style is designed with the objective of capturing part of the up market cycles and may offer protection in down market cycles.

Under normal circumstances, at least 80% of the fund’s assets are invested in equity securities or equity-linked instruments of issuers located in Europe, including issuers in emerging markets countries. Equity-linked securities are hybrid debt securities whose return is connected to an underlying equity, usually a stock. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. In determining the “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity-Linked Instruments Risk. The risk that, in addition to market risk and other risks of the referenced equity security, the fund may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the fund to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the fund’s investment.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

 

Virtus Greater European Opportunities Fund     75   


Table of Contents

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q1/2012:    11.53%    Worst Quarter:     Q3/2011:    -13.30% 

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      Since Inception
(4/21/09)
 
Class A Shares                  

Return Before Taxes

     18.42%         16.40%   

Return After Taxes on Distributions

     14.17%         14.43%   

Return After Taxes on Distributions and Sale of Fund Shares

     9.21%         13.27%   
Class C Shares                  

Return Before Taxes

     24.75%         17.39%   
Class I Shares                  

Return Before Taxes

     25.98%         18.56%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         17.45%   
MSCI Europe Index (net) (reflects no deduction for fees, expenses or taxes)      19.12%         14.27%   

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies. The S&P 500 ® Index is calculated on a total return basis with dividends reinvested. The MSCI Europe Index (net) is a free float-adjusted market capitalization weighted index measuring the equity market performance of the developed markets in Europe. The MSCI Europe Index (net) is calculated on a total-return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is Vontobel Asset Management, Inc. (“Vontobel”).

Portfolio Management

 

  >  

Matthew Benkendorf, a Director at Vontobel, is the manager of the fund. Mr. Benkendorf has served as a Portfolio Manager of the fund since inception in April 2009.

 

76    Virtus Greater European Opportunities Fund


Table of Contents

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Greater European Opportunities Fund     77   


Table of Contents

Virtus Herzfeld Fund

 

Investment Objective

The fund has an investment objective of seeking capital appreciation and current income.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% (b)        None   

 

Annual Fund  Operating Expenses  (expenses that you pay each year as a percentage of the value of your investment)   Class A     Class C     Class I  
Management Fees     1.00%       1.00%       1.00%  
Distribution and Shareholder Servicing (12b-1) Fees     0.25%       1.00%       None  
Other Expenses (c)     0.61%       0.61%       0.61%  
Acquired Fund Fees and Expenses ( d )     0.98%       0.98%       0.98%  
Total Annual Fund Operating Expenses     2.84%       3.59%       2.59%  
Less: Expense Reimbursement ( e )     (0.26)%       (0.26)%       (0.26)%  
Total Annual Fund Operating Expenses After Expense Reimbursement     2.58%       3.33%       2.33%  

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Estimated for current fiscal year.

 

  (d) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (e) The fund’s investment adviser has contractually agreed to limit the fund’s total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses) so that such expenses do not exceed 1.60% for Class A Shares, 2.35% for Class C Shares and 1.35% for Class I Shares through January 31, 2014. Following the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years  
Class A    Sold or Held      $821         $1,381   
Class C    Sold      $436         $1,076   
     Held      $336         $1,076   
Class I    Sold or Held      $236         $781   

 

78    Virtus Herzfeld Fund


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells shares of closed-end funds or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the period from inception (September 5, 2012) through its fiscal year end (September 30, 2012), the fund’s portfolio turnover rate was 3% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

Under normal circumstances, the fund invests in closed-end investment companies that primarily invest in equity and income-producing securities. The investment methodology utilizes a number of factors and consists of both a quantitative and qualitative approach to identify opportunities across the entire universe of closed-end funds. The overall investment philosophy is predicated on recognizing the recurring valuation patterns found in the closed-end fund industry and capitalizing on opportunities in a systematic manner. The strategy seeks to exploit the discount and premium spreads associated with closed-end funds. The fund may also allocate assets to other investment company structures, including exchange-traded funds (“ETFs”), equity securities, including common and preferred stocks, cash, and/or short term cash equivalents.

The fund primarily invests in closed-end funds whose principal investments strategies include one or more of the following:

Domestic Funds

 

  ·  

Municipal Bond, Build America Bond, Government Bond, Corporate Bond, High Yield Bond

 

  ·  

Equity—Sector Specific (such as Utilities, Real Estate, MLPs), Equity—Covered Call, Equity—General, Equity—Growth & Income, Equity—Dividend, Equity—Tax-Advantaged, Equity—Preferreds, Equity—Convertible Bond

 

  ·  

Loan Participation

 

  ·  

Mortgage-Backed

 

  ·  

Multi-Strategy

Non-U.S. Funds

 

  ·  

Foreign Equity—Country Specific, Foreign Equity—Geographic Region, Global Equity—General, Global Equity—Growth & Income, Global Equity—Dividend

 

  ·  

Global Fixed Income

 

  ·  

Global Multi-Strategy

The closed-end funds that invest in equity securities may or may not use a growth or value strategy and may include funds investing in securities of issuers of any market capitalization. Closed-end funds that invest in non-U.S issuers may include issuers in emerging markets. Closed-end funds that invest in fixed income securities may invest in securities of any credit quality, including below investment grade (so-called “junk bonds”).

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of any underlying investment companies in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Fund of Funds Risk. The risk that the underlying funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility.

 

Virtus Herzfeld Fund     79   


Table of Contents
  >  

Closed-End Funds Risk. The risk that closed-end funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility. Closed-end funds frequently trade at a discount from their net asset value, which may affect whether the fund will realize gain or loss upon its sale of the closed-end funds’ shares. Closed-end funds may employ leverage, which also subjects the closed-end fund to increased risks such as increased volatility.

The principal risks attributable to the underlying investment companies in which the fund invests are:

 

  >  

Commodity Risk. The risk that investments in commodities or commodity-linked notes will subject the fund’s portfolio to greater volatility than investments in traditional securities, or that commodity-linked instruments will experience returns different from the commodities they attempt to track.

 

  >  

Convertible Securities Risk. The fund’s investments in convertible securities subject the fund to the risks associated with both fixed-income securities and common stocks, in addition to the risk that a convertible security may be called for redemption at a time and price unfavorable to the fund.

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Derivatives Risk. The risk that the fund will incur a loss greater than the fund’s investment in, or will experience greater share price volatility as a result of investing in, a derivative contract. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage, or to attempt to increase yield.

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity-Linked Instruments Risk. The risk that, in addition to market risk and other risks of the referenced equity security, the fund may experience a return that is different from that of the referenced equity security. Equity-linked instruments also subject the fund to counterparty risk, including the risk that the issuing entity may not be able to honor its financial commitment, which could result in a loss of all or part of the fund’s investment.

 

  >  

Equity Real Estate Investment Trust (REIT) Securities Risk. The risk that, in addition to the risks associated with investing in the real estate industry, the value of the fund’s shares will be negatively affected by factors specific to investing through a pooled vehicle, such as through poor management of a REIT or REIT-like entity, concentration risk, or other risks typically associated with investing in small or medium market capitalization companies.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Growth Stocks Risk. The risk that the fund’s investments in growth stocks will be more volatile than investments in other types of stocks, or will perform differently from the market as a whole and from other types of stocks.

 

  >  

High Yield-High Risk Fixed Income Securities Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Income Risk. The risk that income received from the fund will vary widely over the short- and long-term.

 

80    Virtus Herzfeld Fund


Table of Contents
  >  

Industry/Sector Concentration Risk. The risk that events negatively affecting an industry or market sector in which a fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Infrastructure-Related Investment Risk. The risk that the value of the fund’s shares will decrease as a result of conditions, such as general or local economic conditions and political developments, changes in regulations, environmental problems, casualty losses, and changes in interest rates, negatively affecting the infrastructure companies in which the fund invests.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Limited Number of Investments Risk. The risk that the fund’s portfolio will be more susceptible to factors adversely affecting issuers of securities in the fund’s portfolio than would a fund holding a greater number of securities.

 

  >  

Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at the time and price beneficial to the fund.

 

  >  

Loan Participation Risk. The risk that there may not be a readily available market for loan participation interests and, in some cases, the fund may have to dispose of such securities at a substantial discount from face value. Loan participations also involve the credit risk associated with the underlying corporate borrower.

 

  >  

Market Volatility Risk. The value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Master Limited Partnership (MLP) Risk. The risk that the fund’s investments in MLP units will be negatively impacted by tax law changes, regulatory developments or other factors affecting the MLP’s underlying assets.

 

  >  

Mortgage-Backed and Asset-Backed Securities Risk. The risk that changes in interest rates will cause both extension and prepayment risks for mortgage-backed and asset-backed securities in which the fund invests, or that an impairment of the value of collateral underlying such securities will cause the value of the securities to decrease.

 

  >  

Municipal Bond Market Risk. The risk that events negatively impacting a particular municipal security, or the municipal bond market in general, will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Non-Diversification Risk. The risk that the fund will be more susceptible to factors negatively impacting the securities in its portfolio to the extent that each such security represents a significant portion of the fund’s assets.

 

  >  

Preferred Stock. The risk that a preferred stock will decline in price, fail to pay dividends when expected, or be illiquid.

 

  >  

Real Estate Risk. The risk that the value of the fund’s shares will be negatively affected by changes in real estate values or economic conditions, credit risk and interest rate fluctuations, and changes in the value of the underlying real estate and defaults by borrowers.

 

  >  

Sector Focused Investing Risk. The risk that events negatively affecting a particular industry or market sector in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Short Sales Risk. The risk that a fund may experience a loss if the price of a borrowed security increases between the date of a short sale and the date on which the fund replaces the security.

 

  >  

Tax-Exempt Securities Risk. The risk that tax-exempt securities may not provide a higher after-tax return than taxable securities.

 

  >  

Unrated Fixed Income Securities Risk. The risk that the subadviser will be unable to accurately assess the quality of an unrated fixed income security, so that the fund invests in a security with greater risk than intended, or that the liquidity of unrated fixed income securities in which the fund invests will be hindered, making it difficult for the fund to sell them.

 

  >  

U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

 

Virtus Herzfeld Fund     81   


Table of Contents
  >  

Value Stocks Risk. The risk that the fund will underperform when value investing is out of favor or that the fund’s investments will not appreciate as anticipated.

Performance Information

The fund has not had a full calendar year of operations; therefore, performance information is not shown.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is Thomas J. Herzfeld Advisors, Inc. (“Herzfeld”).

Portfolio Management

 

  >  

Cecilia L. Gondor, Executive Vice President at Herzfeld. Ms. Gondor has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

Erik M. Herzfeld, Managing Director at Herzfeld. Mr. Herzfeld has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

Thomas J. Herzfeld, Chairman of Herzfeld. Mr. Herzfeld has served as a Portfolio Manager of the fund since inception in September 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

82    Virtus Herzfeld Fund


Table of Contents

Virtus High Yield Fund

 

Investment Objective

The fund has a primary investment objective of high current income and a secondary objective of capital growth.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class B      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      3.75%         None         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        5.00% (b)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your
investment)
   Class A      Class B      Class C      Class I  
Management Fees      0.65%         0.65%         0.65%         0.65%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         1.00%         None   
Other Expenses (c)      0.41%         0.41%         0.41%         0.41%   
Total Annual Fund Operating Expenses (c)      1.31%         2.06%         2.06%         1.06%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The maximum deferred sales charge is imposed on Class B Shares redeemed during the first year; thereafter, it decreases 1% annually to 2% during the fourth and fifth years and to 0% after the fifth year. The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. In the case of Class B Shares, it assumes that your shares are converted to Class A Shares after eight years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $503         $775         $1,066         $1,895   
Class B    Sold      $609         $846         $1,108         $2,197   
     Held      $209         $646         $1,108         $2,197   
Class C    Sold      $309         $646         $1,108         $2,390   
     Held      $209         $646         $1,108         $2,390   
Class I    Sold or Held      $108         $337         $585         $1,294   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares

 

Virtus High Yield Fund     83   


Table of Contents

are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 92% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund is appropriate for investors seeking diversification and the potential rewards associated with investing in high-yield fixed income securities. High-yield fixed income securities are those that are rated below investment grade. The subadviser uses an investment process that focuses on adding value through issue selection, sector/industry selection and opportunistic trading. The fund will generally overweight those sectors and industries where the subadviser identifies well-valued companies whose business profiles are viewed to be improving. The subadviser attempts to maintain the duration of the fund at a level similar to that of its style benchmark, the Barclay’s Capital U.S. High Yield 2% Issuer Capped Index. Under normal circumstances, the fund invests at least 80% of its assets in high yield fixed income securities.

Principal Risks

The fund may not achieve its objectives, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Industry/Sector Concentration Risk. The risk that events negatively affecting a particular industry or market sector in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly. To the extent that the fund invests a significant portion of its portfolio in one or more industries (such as communications, consumer cyclicals and consumer non-cyclicals) or sectors, the fund is more vulnerable to conditions that negatively affect such industries or sectors as compared to a fund that is not significantly invested in such industries or sector.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Long-Term Maturities/Durations Risk. The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Mortgage-Backed and Asset-Backed Securities Risk. The risk that changes in interest rates will cause both extension and prepayment risks for mortgage-backed and asset-backed securities in which the fund invests, or that an impairment of the value of collateral underlying such securities will cause the value of the securities to decrease.

 

84    Virtus High Yield Fund


Table of Contents
  >  

U.S. Government Securities Risk. The risk that the impairment of the value of collateral underlying a mortgage-backed or asset-backed security, such as due to non-payment of loans, will result in a reduction in the value of such security.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q2/2009:    11.27%    Worst Quarter:     Q4/2008:    -14.67% 

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years      10 Years     

Since  Inception

Class I

(8/8/12)

 
Class A                                    

Return Before Taxes

     11.84%         5.32%         6.44%           

Return After Taxes on Distributions

     4.65%         1.69%         3.32%           

Return After Taxes on Distributions and Sale of Fund Shares

     3.02%         1.95%         3.44%           
Class B                                    

Return Before Taxes

     11.09%         5.35%         6.05%           
Class C                                    

Return Before Taxes

     15.22%         5.35%         6.06%           
Class I                                    

Return Before Taxes

                             5.89%   
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)      4.22%         5.95%         5.18%         0.90%   
Barclays Capital U.S. High-Yield 2% Issuer Capped Bond Index (reflects no deduction for fees, expenses or taxes)      15.78%         10.45%         10.60%         5.24%   

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The Barclays Capital U.S. High-Yield 2% Issuer Capped Bond Index is a market capitalization-weighted index that measures fixed rate non-investment grade debt securities of U.S. and non-U.S. corporations. No single issuer accounts for more than 2% of market cap. The indexes are calculated on a total return basis. The indexes are unmanaged and not available for direct investment.

 

Virtus High Yield Fund     85   


Table of Contents

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA.

Portfolio Management

 

  >  

David L. Albrycht, CFA, President and Chief Investment Officer at Newfleet, is a manager of the fund. Mr. Albrycht has served as a Portfolio Manager of the fund since December 2011.

 

  >  

Kyle A. Jennings, CFA, Senior Managing Director at Newfleet, is a manager of the fund. Mr. Jennings has served as a Portfolio Manager of the fund since December 2011.

 

  >  

Francesco Ossino, Senior Managing Director and Sector Head of the Bank Loan asset class at Newfleet, is a manager of the fund. Mr. Ossino has served as a Portfolio Manager of the fund since August 2012.

 

  >  

Jonathan R. Stanley, CFA, Director of Fixed Income Research at Newfleet, is a manager of the fund. Mr. Stanley has served as a Portfolio Manager of the fund since August 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

NOTE: Class B Shares are no longer available for purchase, except through reinvestment of dividends/capital gain distributions by existing shareholders and exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds, as permitted by the existing exchange privileges (as set forth in the fund’s prospectus).

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

86    Virtus High Yield Fund


Table of Contents

Virtus International Equity Fund

 

Investment Objective

The fund has an investment objective of long-term capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.85%         0.85%         0.85%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (d)      0.63%         0.63%         0.63%   
Acquired Fund Fees and Expenses ( c )      0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses) (d)      1.74%         2.49%         1.49%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $742         $1,091         $1,464         $2,509   
Class C    Sold      $352         $776         $1,326         $2,826   
     Held      $252         $776         $1,326         $2,826   
Class I    Sold or Held      $152         $471         $813         $1,779   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 25% of the average value of its portfolio.

 

Virtus International Equity Fund     87   


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

This fund offers investors exposure primarily to mid- to large capitalization international companies, but it is not limited to investing in the securities of companies of any particular size. The subadviser uses a value-driven, absolute return approach to investing. The subadviser’s process is a mixture of country allocation and stock selection, with a recognition that a significant portion of long-term performance and risk reduction will come from the country allocation decision.

Under normal circumstances, the fund invests at least 80% of its assets in equity securities of issuers located outside the United States, including issuers in emerging markets countries. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. In determining the “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in small and medium-sized companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Value Stocks Risk. The risk that the fund will underperform when value investing is out of favor or that the fund’s investments will not appreciate in value as anticipated.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

 

88    Virtus International Equity Fund


Table of Contents

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q1/2012:    7.52%    Worst Quarter:     Q3/2011:    -13.59% 

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year     

Since  Inception

(9/16/2010)

 
Class A Shares                  

Return Before Taxes

     9.18%         5.82%   

Return After Taxes on Distributions

     6.63%         4.54%   

Return After Taxes on Distributions and Sale of Fund Shares

     4.31%         4.12%   
Class C Shares                  

Return Before Taxes

     14.82%         7.60%   
Class I Shares                  

Return Before Taxes

     15.99%         8.70%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         13.31%   
MSCI EAFE ® Index (net) (reflects no deduction for fees, expenses or taxes)      17.32%         5.33%   

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies. The S&P 500 ® Index is calculated on a total return basis with dividends reinvested. The MSCI EAFE ® Index (net) is a free float-adjusted market capitalization-weighted index that measures developed foreign market equity performance, excluding the U.S. and Canada. The MSCI EAFE ® Index (net) is calculated on a total return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is Pyrford International Ltd. (“Pyrford”).

 

Virtus International Equity Fund     89   


Table of Contents

Portfolio Management

 

  >  

Bruce Campbell, Investment Chairman of Pyrford, responsible for world wide investment strategy, is a manager of the fund. Mr. Campbell has served as a Portfolio Manager of the fund since inception in September 2010.

 

  >  

Tony Cousins, CFA, Chief Executive Officer and Chief Investment Officer of Pyrford and a member of the Investment Strategy Committee, is a manager of the fund. Mr. Cousins has served as a Portfolio Manager of the fund since inception in September 2010.

 

  >  

Daniel McDonagh, CFA, Head of Portfolio Management, Europe/UK of Pyrford and a member of the Investment Strategy Committee, is a manager of the fund. Mr. McDonagh has served as a Portfolio Manager of the fund since inception in September 2010.

 

  >  

Paul Simons, CFA, Head of Portfolio Management, Asia Pacific of Pyrford and a member of the Investment Strategy Committee, is a manager of the fund. Mr. Simons has served as a Portfolio Manager of the fund since inception in September 2010.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

90    Virtus International Equity Fund


Table of Contents

Virtus International Real Estate Securities Fund

 

Investment Objective

The fund has a primary investment objective of long-term capital appreciation, with a secondary investment objective of income.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.00%         1.00%         1.00%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      0.57%         0.57%         0.57%   
Total Annual Fund Operating Expenses (c)      1.82%         2.57%         1.57%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $749         $1,115         $1,504         $2,589   
Class C    Sold      $360         $799         $1,365         $2,905   
     Held      $260         $799         $1,365         $2,905   
Class I    Sold or Held      $160         $496         $855         $1,867   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 41% of the average value of its portfolio.

 

Virtus International Real Estate Securities Fund     91   


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

The fund provides international exposure to the real estate securities market, focusing exclusively on companies with a rental business profile. Rental companies derive 70% or more of total revenue from rental income and are most similar in business profile to U.S. real estate investment trusts (“REITs”).

Under normal circumstances, the fund invests at least 80% of its assets in equity securities issued by non-U.S companies of any capitalization that are principally engaged in the real estate industry, including common stock, preferred stock and other equity securities issued by real estate companies, such as REITs and similar REIT-like entities. The fund may, at times, invest up to 20% of its assets in U.S. REIT securities. Additionally, the fund normally invests in real estate related securities of issuers in developed countries, however it may invest up to 20% of its assets in issuers incorporated in emerging market countries. The fund concentrates its assets in the real estate industry and is non-diversified under federal securities laws.

Principal Risks

The fund may not achieve its objectives, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity REIT Securities Risk. The risk that, in addition to the risks associated with investing in the real estate industry, the value of the fund’s shares will be negatively affected by factors specific to investing through a pooled vehicle, such as through poor management of a REIT or REIT-like entity, concentration risk, or other risks typically associated with investing in small or medium market capitalization companies.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Geographic Concentration Risk. The risk that events negatively affecting the geographic location where the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly.

 

  >  

Industry/Sector Concentration Risk. The risk that events negatively affecting real estate securities will cause the value of the fund’s shares to decrease, perhaps significantly. Since the fund concentrates its assets in real estate related securities, the fund is more vulnerable to conditions that negatively affect real estate related securities as compared to a fund that does not concentrate holdings in such securities.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Non-Diversification Risk. The risk that the fund will be more susceptible to factors negatively impacting the securities in its portfolio to the extent that each such security represents a significant portion of the fund’s assets.

 

92    Virtus International Real Estate Securities Fund


Table of Contents

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q3/2009:    31.59%    Worst Quarter:     Q4/2008:    -30.74% 

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years     

Since  Inception

(10/1/07)

 
Class A                           

Return Before Taxes

     27.11%         -0.11%         -2.27%   

Return After Taxes on Distributions

     16.96%         -2.85%         -4.92%   

Return After Taxes on Distributions and Sale of Fund Shares

     11.02%         -1.94%         -3.66%   
Class C                           

Return Before Taxes

     33.98%         0.35%         -1.89%   
Class I                           

Return Before Taxes

     35.25%         1.35%         -0.90%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         1.66%         0.68%   
FTSE EPRA/NAREIT Developed Rental ex-U.S. Index (net) (reflects no deduction for fees, expenses or taxes)      30.76%         -0.49%         -2.79%   

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies. The S&P 500 ® Index is calculated on a total return basis with dividends reinvested. The FTSE EPRA/NAREIT Developed Rental ex-U.S. Index is a free-float market capitalization index measuring international real estate securities, which meet minimum size, liquidity and investment focus criteria. The FTSE EPRA/NAREIT Developed Rental ex-U.S. Index (net) is calculated on a total return basis with net dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by

 

Virtus International Real Estate Securities Fund     93   


Table of Contents

non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Duff & Phelps Investment Management Co. (“Duff & Phelps”), an affiliate of VIA.

Portfolio Management

 

  >  

Geoffrey P. Dybas, CFA, Senior Vice President, Global Real Estate Securities team head and Senior Portfolio Manager at Duff & Phelps, is a manager of the fund. Mr. Dybas has served as a Portfolio Manager of the fund since inception in 2007.

 

  >  

Frank J. Haggerty, Jr., CFA, Senior Vice President, Portfolio Manager and Senior Real Estate Securities Analyst at Duff & Phelps, is a manager of the fund. Mr. Haggerty has served as primary Portfolio Manager of the fund since inception in 2007.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

94    Virtus International Real Estate Securities Fund


Table of Contents

Virtus International Small-Cap Fund

 

Investment Objective

The fund has an investment objective of capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.00%         1.00%         1.00%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      0.93%         0.93%         0.93%   
Total Annual Fund Operating Expenses      2.18%         2.93%         1.93%   
Less: Expense Reimbursement (d)      (0.58)%         (0.58)%         (0.58)%   
Total Annual Fund Operating Expenses After Expense Reimbursement      1.60%         2.35%         1.35%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Estimated for current fiscal year.

 

  (d) The fund’s investment adviser has contractually agreed to limit the fund’s total operating expenses (excluding interest, taxes and extraordinary expenses) so that such expenses do not exceed 1.60% for Class A Shares, 2.35% for Class C Shares and 1.35% for Class I Shares through January 31, 2014. Following the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years  
Class A    Sold or Held      $728         $1,165   
Class C    Sold      $338         $852   
     Held      $238         $852   
Class I    Sold or Held      $137         $550   

 

Virtus International Small-Cap Fund     95   


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the period from inception (September 5, 2012) through its fiscal year end (September 30, 2012), the fund’s portfolio turnover rate was 0% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund pursues capital appreciation in the small-cap international arena. The fund invests in a select group of small-cap companies believed by the subadviser to be undervalued relative to their future market growth potential. The investment strategy emphasizes companies that the subadviser believes to have a sustainable competitive advantage, strong management and low financial risk and to be able to grow over market cycles.

Under normal circumstances, the fund invests at least 80% of its assets in equity securities of non-U.S. small capitalization companies. As of the date of the Prospectus, the fund’s subadviser considers small-capitalization companies to be those companies that, at the time of initial purchase, have market capitalizations of between $75 million and $5 billion. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. In determining “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country. Equity securities in which the fund invests include common stocks, preferred stocks and American Depositary Receipts (ADRs). The fund may invest in emerging markets issuers. Generally, the fund invests in approximately 30-60 securities at any given time and invests in issuers in approximately 20 countries.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Emerging Market Investing Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

Limited Number of Investments Risk. The risk that the fund’s portfolio will be more susceptible to factors adversely affecting issuers of securities in the fund’s portfolio than would a fund holding a greater number of securities.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Small Market Capitalization Companies Risk. The risk that the fund’s investments in small market capitalization companies will increase the volatility and risk of loss to the fund, as compared with investments in larger, more established companies.

 

96    Virtus International Small-Cap Fund


Table of Contents

Performance Information

The fund has not had a full calendar year of operations; therefore, performance information is not shown.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Kayne Anderson Rudnick Investment Management, LLC (“Kayne”), an affiliate of VIA.

Portfolio Management

 

  >  

Craig Stone, Senior Research Analyst at Kayne. Mr. Stone has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

Craig Thrasher, CFA, Research Analyst at Kayne. Mr. Thrasher has served as a Portfolio Manager of the fund since inception in September 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus International Small-Cap Fund     97   


Table of Contents

Virtus Multi-Sector Fixed Income Fund

 

Investment Objective

The fund has an investment objective of maximizing current income while preserving capital.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class B      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      3.75%         None         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        5.00% ( b )        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your
investment)
   Class A      Class B      Class C      Class I  
Management Fees      0.55%         0.55%         0.55%         0.55%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         1.00%         None   
Other Expenses (c)      0.33%         0.33%         0.33%         0.33%   
Total Annual Fund Operating Expenses (c)      1.13%         1.88%         1.88%         0.88%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The maximum deferred sales charge is imposed on Class B Shares redeemed during the first year; thereafter, it decreases 1% annually to 2% during the fourth and fifth years and to 0% after the fifth year. The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. In the case of Class B Shares, it assumes that your shares are converted to Class A Shares after eight years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $486         $721         $974         $1,698   
Class B    Sold      $591         $791         $1,016         $2,005   
     Held      $191         $591         $1,016         $2,005   
Class C    Sold      $291         $591         $1,016         $2,201   
     Held      $191         $591         $1,016         $2,201   
Class I    Sold or Held      $90         $281         $488         $1,084   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares

 

98    Virtus Multi-Sector Fixed Income Fund


Table of Contents

are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 76% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to generate high current income and total return while preserving capital by applying extensive credit research and a time-tested approach designed to capitalize on opportunities across undervalued sectors of the bond market. The portfolio seeks diversification among 14 sectors in an effort to increase return potential and reduce risk.

Under normal circumstances, the fund invests at least 80% of its assets in the following sectors of fixed income securities:

 

  >  

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

 

  >  

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

 

  >  

Investment grade securities; and

 

  >  

High yield-high risk fixed income securities of U.S. issuers (so called “junk bonds”).

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

Principal Risks

The fund may not achieve its objectives, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Emerging Market Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Long-Term Maturities/Durations Risk. The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Mortgage-Backed and Asset-Backed Securities Risk. The risk that changes in interest rates will cause both extension and prepayment risks for mortgage-backed and asset-backed securities in which the fund invests, or that an impairment of the value of collateral underlying such securities will cause the value of the securities to decrease.

 

Virtus Multi-Sector Fixed Income Fund     99   


Table of Contents
  >  

U.S. Government Securities Risk. The risk that the U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q2/2009:    16.15%    Worst Quarter:     Q4/2008:    -14.37% 

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years      10 Years     

Class  I
Since Inception

(10/1/09)

 
Class A                                    

Return Before Taxes

     9.80%         7.24%         7.28%           

Return After Taxes on Distributions

     2.78%         3.78%         4.44%           

Return After Taxes on Distributions and Sale of Fund Shares

     1.81%         3.71%         4.34%           
Class B                                    

Return Before Taxes

     8.99%         7.25%         6.90%           
Class C                                    

Return Before Taxes

     13.33%         7.28%         6.91%           
Class I                                    

Return Before Taxes

     14.46%                         10.86%   
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)      4.22%         5.95%         5.18%         5.64%   

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. The index is unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by

 

100    Virtus Multi-Sector Fixed Income Fund


Table of Contents

non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA.

Portfolio Management

 

  >  

David L. Albrycht, CFA, President and Chief Investment Officer at Newfleet, is the manager of the fund. Mr. Albrycht has served as a Portfolio Manager of the fund since 1995, and co-managed the fund from 1994 to 1995.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

NOTE: Class B Shares are no longer available for purchase, except through reinvestment of dividends/capital gain distributions by existing shareholders and exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds, as permitted by the existing exchange privileges (as set forth in the fund’s prospectus).

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Multi-Sector Fixed Income Fund     101   


Table of Contents

Virtus Multi-Sector Short Term Bond Fund

 

Investment Objective

The fund has an investment objective of providing high current income while attempting to limit changes in the fund’s net asset value per share caused by interest rate changes.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class B      Class C      Class I      Class T  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      2.25%         None         None         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        2.00% ( b )        None         None         1.00% ( b )  

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the
value of your investment)
   Class A      Class B      Class C      Class I      Class T  
Management Fees      0.48%         0.48%         0.48%         0.48%         0.48%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         0.75%         0.50%         None         1.00%   
Other Expenses (c)      0.28%         0.28%         0.28%         0.28%         0.28%   
Total Annual Fund Operating Expenses (c)      1.01%         1.51%         1.26%         0.76%         1.76%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The maximum deferred sales charge is imposed on Class B Shares redeemed during the first year; thereafter, it decreases 0.50% annually to 1% during the third year and to 0% after the third year. The deferred sales charge is imposed on Class T Shares redeemed during the first year only.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. In the case of Class B Shares, it assumes that your shares are converted to Class A Shares after six years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $326         $539         $770         $1,433   
Class B    Sold      $301         $453         $755         $1,310   
     Held      $151         $453         $755         $1,310   
Class C    Sold or Held      $128         $400         $692         $1,523   
Class I    Sold or Held      $78         $243         $422         $942   
Class T    Sold or Held      $176         $528         $880         $1,760   

 

102    Virtus Multi-Sector Short Term Bond Fund


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 52% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks current income with an emphasis on maintaining low volatility and overall short duration by investing primarily in higher quality, more liquid securities across 14 bond market sectors. The fund utilizes a value-oriented, research driven approach that seeks to strategically overweight undervalued sectors while applying strict risk controls.

Under normal circumstances, the fund invests at least 80% of its assets in bonds, which are fixed income debt obligations of various types of issuers. The fund seeks to achieve its objective by investing in a diversified portfolio of primarily short-term fixed income securities having an expected dollar-weighted average maturity of three years or less and that are in one of the following market sectors:

 

  >  

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

 

  >  

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

 

  >  

Investment-grade securities; and

 

  >  

High yield-high risk fixed income securities (so called “junk bonds”).

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

Principal Risks

The fund may not achieve its objectives, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Emerging Market Risk. The risk that prices of emerging markets securities will be more volatile, or will be more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Mortgage-Backed and Asset-Backed Securities Risk. The risk that changes in interest rates will cause both extension and prepayment risks for mortgage-backed and asset-backed securities in which the fund invests, or that an impairment of the value of collateral underlying such securities will cause the value of the securities to decrease.

 

Virtus Multi-Sector Short Term Bond Fund     103   


Table of Contents
  >  

U.S. Government Securities Risk. The risk that the U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q2/2009:     10.79%    Worst Quarter:     Q4/2008:    -9.05% 

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

      

1 Year

    

5 Years

    

10 Years

     Since Inception  
           

Class I

(6/6/08)

    

Class T

(6/2/03)

 
Class A                                             

Return Before Taxes

     6.93%         6.30%         5.52%                   

Return After Taxes on Distributions

     2.50%         3.79%         3.44%                   

Return After Taxes on Distributions and Sale of Fund Shares

     1.63%         3.64%         3.36%                   
Class B                                             

Return Before Taxes

     7.37%         6.24%         5.24%                   
Class C                                             

Return Before Taxes

     9.01%         6.49%         5.54%                   
Class I                                             

Return Before Taxes

     9.66%                         7.76%           
Class T                                             

Return Before Taxes

     8.49%         5.98%                         4.65%   
Barclays Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)      4.22%         5.95%         5.18%         6.17%         4.99%   
B of A Merrill Lynch 1-2.99 Year Medium Quality Corporate Bond Index (reflects no deduction for fees, expenses or taxes)      4.90%         4.53%         4.23%         4.47%         3.99%   

 

104    Virtus Multi-Sector Short Term Bond Fund


Table of Contents

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The B of A Merrill Lynch 1-2.99 Year Medium Quality Corporate Bond Index measures performance of U.S. corporate bond issues rated BBB and A by Standard and Poor’s with maturities between one and three years. The indexes are calculated on a total return basis. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”) (since June 2011), an affiliate of VIA.

Portfolio Management

 

  >  

David L. Albrycht, CFA, President and Chief Investment Officer at Newfleet, is the manager of the fund. Mr. Albrycht has served as a Portfolio Manager of the fund since 1993.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

NOTE: Class B Shares are no longer available for purchase, except through reinvestment of dividends/capital gain distributions by existing shareholders and exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds, as permitted by the existing exchange privileges (as set forth in the fund’s prospectus).

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Multi-Sector Short Term Bond Fund     105   


Table of Contents

Virtus Premium AlphaSector SM Fund

 

Investment Objective

The fund has an investment objective of long-term capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      1.10%         1.10%         1.10%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      0.28%         0.28%         0.28%   

Total Annual Fund Operating Expenses After Fee Waiver ( c )

     1.63%         2.38%         1.38%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $731         $1,060         $1,411         $2,397   
Class C    Sold      $341         $742         $1,270         $2,716   
     Held      $241         $742         $1,270         $2,716   
Class I    Sold or Held      $140         $437         $755         $1,657   

Portfolio Turnover

The Fund pays transaction costs, such as commissions, when it buys and sells shares of exchange-traded funds (“ETFs”) or securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 297% of the average value of its portfolio.

 

106    Virtus Premium AlphaSector Fund


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to track the Premium AlphaSector SM Index (ASRP), a public index published by NASDAQ. The fund may be invested in ETFs and/or securities representing the primary sectors of the S&P 500 ® Index and high-quality short-term securities. The primary sectors of the S&P 500 ® Index represented are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. Allocations are based on a proprietary quantitative model that seeks to evaluate “true” underlying trends within each sector by adjusting for unwarranted price distortions and changing levels of volatility in the market. The fund has the flexibility to be invested in any combination of the sector ETFs and/or securities, a combination of sector ETFs and/or securities and high-quality short-term securities, or 100% in high-quality short-term securities. The fund may invest in a basket of securities to represent a sector if it determines that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the fund. The fund may also deviate from tracking the Premium AlphaSector Index and/or the model allocation if it is determined that tracking the Index and/or the model allocation is likely to violate applicable legal or regulatory restrictions or otherwise result in adverse consequences for the fund.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. In addition, you will also be subject to the risks associated with the principal investment strategies of the exchange-traded funds in which the fund invests. The principal risks of investing in the fund are:

 

  >  

Correlation to Index Risk. The risk that the performance of the fund and its index may vary somewhat due to factors such as fund flows, transaction costs, sample selection, and timing differences associated with additions to and deletions from its index.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests, will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods.

 

  >  

Exchange-Traded Funds (ETFs) Risk. The risk that the value of an ETF will be more volatile than the underlying portfolio of securities the ETF is designed to track, or that the costs to the fund of owning shares of the ETF will exceed those the fund would incur by investing in such securities directly.

 

  >  

Fund of Funds Risk. The risk that the underlying funds in which the fund invests will expose the fund to negative performance and additional expenses associated with investment in such funds, and increased volatility.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Model Portfolio Risk. The risk that investments selected using quantitative models may perform differently from the market as a whole or from their expected performance. There can be no assurance that use of a quantitative model will enable the fund to achieve positive returns or outperform the market.

 

  >  

Portfolio Turnover Risk. The risk that the fund’s principal investment strategies will result in a consistently high portfolio turnover rate. See the “Portfolio Turnover” section above for more information about the impact that portfolio turnover can have on fund performance.

 

  >  

Sector Focused Investing Risk. The risk that events negatively affecting a particular industry or market sector in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly. To the extent that the fund invests a significant portion of its portfolio in ETFs representing one or more of the primary sectors of the S&P 500 ® Index (such as consumer discretionary, energy, healthcare) or in an ETF representing U.S. Treasuries, the fund is more vulnerable to conditions that negatively affect such sectors as compared to a fund that is not significantly invested in such sectors.

 

Virtus Premium AlphaSector Fund     107   


Table of Contents
  >  

U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q1/2012:    7.84%   Worst Quarter:     Q3/2011:    -9.45%

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      Since Inception
7/1/10
 
Class A Shares                  

Return Before Taxes

     3.73%         10.04%   

Return After Taxes on Distributions

     2.81%         9.58%   

Return After Taxes on Distributions and Sale of Fund Shares

     1.83%         8.28%   
Class C Shares                  

Return Before Taxes

     9.24%         11.83%   
Class I Shares                  

Return Before Taxes

     10.31%         12.93%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         16.47%   

The S&P 500 ® Index is a free-float adjusted market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

 

108    Virtus Premium AlphaSector Fund


Table of Contents

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadvisers are Euclid Advisors LLC (“Euclid”), an affiliate of VIA, and F-Squared Institutional Advisors, LLC (“F-Squared Institutional”).

Portfolio Management

 

  >  

Howard Present, Co-founder, President and CEO of F-Squared Institutional, is a manager of the fund. Mr. Present has served as a Portfolio Manager of the fund since inception in July 2010.

 

  >  

Amy Robinson, Managing Director at Euclid, is a manager of the fund. Ms. Robinson has served as a Portfolio Manager of the fund since inception in July 2010.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Premium AlphaSector Fund     109   


Table of Contents

Virtus Real Estate Securities Fund

 

Investment Objective

The fund has investment objectives of capital appreciation and income with approximately equal emphasis.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class B      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        5.00% ( b )        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your
investment)
   Class A      Class B      Class C      Class I  
Management Fees      0.74%         0.74%         0.74%         0.74%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         1.00%         None   
Other Expenses (c)      0.42%         0.42%         0.42%         0.42%   
Total Annual Fund Operating Expenses (c)      1.41%         2.16%         2.16%         1.16%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The maximum deferred sales charge is imposed on Class B Shares redeemed during the first year; thereafter, it decreases 1% annually to 2% during the fourth and fifth years and to 0% after the fifth year. The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. In the case of Class B Shares, it assumes that your shares are converted to Class A Shares after eight years. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $710         $996         $1,302         $2,169   
Class B    Sold      $619         $876         $1,159         $2,303   
     Held      $219         $676         $1,159         $2,303   
Class C    Sold      $319         $676         $1,159         $2,493   
     Held      $219         $676         $1,159         $2,493   
Class I    Sold or Held      $118         $368         $638         $1,409   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares

 

110    Virtus Real Estate Securities Fund


Table of Contents

are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 24% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund offers exposure to the equity real estate investment trust (“REIT”) market utilizing a Growth at a Reasonable Price style with macroeconomic and fundamental security analysis to identify the most attractive investment candidates. The subadviser believes the value of a REIT extends beyond the value of the underlying real estate and that through fundamental research, it can uncover and exploit inefficiencies in the market.

Under normal circumstances, the fund invests at least 80% of its assets in publicly-traded REITs and companies that are principally engaged in the real estate industry. The fund concentrates its assets in the real estate industry and is non-diversified under federal securities laws.

Principal Risks

The fund may not achieve its objectives, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Equity REIT Securities Risk. The risk that, in addition to the risks associated with investing in the real estate industry, the value of the fund’s shares will be negatively affected by factors specific to investing through a pooled vehicle, such as through poor management of the REIT or REIT-like entity, concentration risk, or other risks typically associated with investing in small or medium market capitalization companies.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies may be more volatile than investments in larger companies.

 

  >  

Industry/Sector Concentration Risk. The risk that events negatively affecting real estate securities will cause the value of the fund’s shares to decrease, perhaps significantly. Since the fund concentrates its assets in real estate related securities, the fund is more vulnerable to conditions that negatively affect real estate related securities as compared to a fund that does not concentrate holdings in such securities.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Non-Diversification Risk. The risk that the fund will be more susceptible to factors negatively impacting the securities in its portfolio to the extent that each such security represents a significant portion of the fund’s assets.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

 

Virtus Real Estate Securities Fund     111   


Table of Contents

Calendar year total returns for Class A Shares (includes returns of a predecessor fund)

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q3/2009:     32.91%   Worst Quarter:     Q4/2008:    -38.73%

Average Annual Total Returns (for the periods ended 12/31/12; includes returns of a predecessor fund)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year      5 Years      10 Years      Since Inception  
           

Class C

(7/25/03)

    

Class I

(12/28/06)

 
Class A                                             

Return Before Taxes

     9.82%         4.28%         11.44%                   

Return After Taxes on Distributions

     8.80%         3.59%         10.42%                   

Return After Taxes on Distributions and Sale of Fund Shares

     5.72%         3.17%         9.62%                   
Class B                                             

Return Before Taxes

     11.63%         4.72%         11.25%                   
Class C                                             

Return Before Taxes

     15.63%         4.73%                 10.11%           
Class I                                             

Return Before Taxes

     16.80%         5.79%                         1.81%   
S&P 500 ® Index (reflects no deduction for fees, expenses or taxes)      16.00%         1.66%         7.10%         5.99%         2.29%   
FTSE NAREIT Equity REITs Index (reflects no deduction for fees, expenses or taxes)      18.06%         5.45%         11.63%         10.23%         1.59%   

The S&P 500 ® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The FTSE NAREIT Equity REITs Index is a free-float market capitalization-weighted index measuring equity tax-qualified REITs, which meet minimum size and liquidity criteria, that are listed on the New York Stock Exchange, the American Stock Exchange and the NASDAQ National Market System. The indexes are calculated on a total return basis with dividends reinvested. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Duff & Phelps Investment Management Co. (“Duff & Phelps”), an affiliate of VIA.

 

112    Virtus Real Estate Securities Fund


Table of Contents

Portfolio Management

 

  >  

Geoffrey P. Dybas, CFA, Senior Vice President, Global Real Estate Securities team head and Senior Portfolio Manager at Duff & Phelps, is a manager of the fund. Mr. Dybas has served as a Portfolio Manager of the fund since 1998.

 

  >  

Frank J. Haggerty, Jr., CFA, Senior Vice President, Portfolio Manager and Senior Real Estate Securities Analyst at Duff & Phelps, is a manager of the fund. Mr. Haggerty has served as a Portfolio Manager of the fund since 2007.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

NOTE: Class B Shares are no longer available for purchase, except through reinvestment of dividends/capital gain distributions by existing shareholders and exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds, as permitted by the existing exchange privileges (as set forth in the fund’s prospectus).

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Real Estate Securities Fund     113   


Table of Contents

Virtus Senior Floating Rate Fund

 

Investment Objective

The fund has an investment objective of high total return from both current income and capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      2.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      0.50% (a)        1.00% ( b )        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.60%         0.60%         0.60%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   

Other Expenses (d)

     0.38%         0.38%         0.38%   
Acquired Fund Fees and Expenses ( c )      0.01%         0.01%         0.01%   
Total Annual Fund Operating Expenses (d)      1.24%         1.99%         0.99%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) The Total Annual Fund Operating Expenses do not correlate to the ratio of expense to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.

 

  (d) Restated to reflect current expenses.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated. It shows your costs if you sold your shares at the end of the period or continued to hold them. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years      5 Years      10 Years  
Class A    Sold or Held      $398         $658         $937         $1,734   
Class C    Sold      $302         $624         $1,073         $2,317   
     Held      $202         $624         $1,073         $2,317   
Class I    Sold or Held      $101         $315         $547         $1,213   

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund’s portfolio turnover rate was 56% of the average value of its portfolio.

 

114    Virtus Senior Floating Rate Fund


Table of Contents

Investments, Risks and Performance

Principal Investment Strategies

The fund offers the potential for attractive total return and income by investing primarily in non-investment grade bank loans with a focus on higher quality companies within a rating tier. Using extensive credit and company analysis and monitoring, the subadviser looks for those securities with strong total return potential while maintaining an emphasis on managing risk.

Under normal circumstances, the fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in a portfolio of senior floating rate loans (“Senior Loans”). The fund may invest up to 15% of total assets in U.S. and non-U.S. dollar denominated foreign securities and foreign Senior Loans, including Yankee bonds. The fund may purchase derivative instruments, including, but not limited to, options, futures contracts, credit-linked notes, and swaps.

The fund may borrow an amount up to 33 1/3% of its total assets (including the amount borrowed). The fund may borrow for investment purposes, to meet repurchase requests and for temporary, extraordinary or emergency purposes.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the adviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline.

 

  >  

Derivatives Risk. The risk that the fund will incur a loss greater than the fund’s investment in, or will experience greater share price volatility as a result of investing in, a derivative contract.

 

  >  

Foreign Investing Risk. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by economic, political or other developments.

 

  >  

High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high yield-high risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid.

 

  >  

Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall.

 

  >  

Leverage Risk. The risk that the value of the fund’s shares will be more volatile or that the fund will incur a loss greater than the fund’s investment in a given security when leverage is used.

 

  >  

Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at the time and price beneficial to the fund.

 

  >  

Loan Participation Risk. The risk that there may not be a readily available market for loan participation interests and, in some cases, the fund may have to dispose of such securities at a substantial discount from face value. Loan participations also involve the credit risk associated with the underlying corporate borrower.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Unrated Fixed Income Securities Risk. The risk that the subadviser will be unable to accurately assess the quality of an unrated fixed income security, so that the fund invests in a security with greater risk than intended, or that the liquidity of unrated fixed income securities in which the fund invests will be hindered, making it difficult for the fund to sell them.

 

Virtus Senior Floating Rate Fund     115   


Table of Contents

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.

The bar chart shows changes in the fund’s performance from year to year over the life of the fund. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index and a more narrowly-based benchmark that reflects the market sectors in which the fund invests. Updated performance information is available at virtus.com or by calling 800-243-1574.

Calendar year total returns for Class A Shares

Returns do not reflect sales charges and would be lower if they did.

 

LOGO

 

Best Quarter:    Q2/2009:    13.58%   Worst Quarter:    Q3/2011:    -4.16%

Average Annual Total Returns (for the periods ended 12/31/12)

Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.

 

       1 Year     

Since  Inception

(1/31/08)

 
Class A                  

Return Before Taxes

     5.72%         5.69%   

Return After Taxes on Distributions

     0.53%         2.73%   

Return After Taxes on Distributions and Sale of Fund Shares

     0.35%         2.80%   
Class C                  

Return Before Taxes

     8.00%         5.55%   
Class I                  

Return Before Taxes

     8.98%         6.54%   
Barclay’s Capital U.S. Aggregate Bond Index (reflects no deduction for fees, expenses or taxes)      4.22%         5.69%   
S&P/LSTA Leveraged Loan Index (reflects no deduction for fees, expenses or taxes)      9.66%         6.48%   

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total-return basis. The S&P/LSTA Leveraged Loan Index is a daily total return index that uses LSTA/LPC Mark-to-Market Pricing to calculate market value change. On a real-time basis, the Index tracks the current outstanding balance and spread over LIBOR for fully funded term loans. The facilities included in the Index represent a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. The indexes are unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class A Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

 

116    Virtus Senior Floating Rate Fund


Table of Contents

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc. (“VIA”).

The fund’s subadviser is Newfleet Asset Management, LLC (“Newfleet”), an affiliate of VIA.

Portfolio Management

 

  >  

David L. Albrycht, CFA, President and Chief Investment Officer at Newfleet, is a manager of the fund. Mr. Albrycht has served as a Portfolio Manager of the fund since inception in 2008.

 

  >  

Kyle A. Jennings, CFA, Senior Managing Director and Head of Credit Research at Newfleet, is a manager of the fund. Mr. Jennings has served as a Portfolio Manager of the fund since inception in 2008.

 

  >  

Francesco Ossino, Senior Managing Director and Sector Head of the Bank Loan asset class at Newfleet, is a manager of the fund. Mr. Ossino has served as a Portfolio Manager of the fund since August 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

Virtus Senior Floating Rate Fund     117   


Table of Contents

Virtus Wealth Masters Fund

 

Investment Objective

The fund has an investment objective of capital appreciation.

Fees and Expenses

The tables below illustrate all fees and expenses that you may pay if you buy and hold shares of the fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Mutual Funds. More information about these and other discounts, as well as eligibility requirements for each share class, is available from your financial advisor and under “Sales Charges” on page 193 of the fund’s prospectus and “Alternative Purchase Arrangements” on page 57 of the fund’s statement of additional information.

 

Shareholder Fees (fees paid directly from your investment)    Class A      Class C      Class I  
Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)      5.75%         None         None   
Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)      1.00% (a)        1.00% (b)        None   

 

Annual Fund Operating Expenses (expenses that you pay each year as a percentage of the value of your investment)    Class A      Class C      Class I  
Management Fees      0.85%         0.85%         0.85%   
Distribution and Shareholder Servicing (12b-1) Fees      0.25%         1.00%         None   
Other Expenses (c)      0.58%         0.58%         0.58%   
Total Annual Fund Operating Expenses      1.68%         2.43%         1.43%   
Less: Expense Reimbursement (d)      (0.23)%         (0.23)%         (0.23)%   
Total Annual Fund Operating Expenses After Expense Reimbursement      1.45%         2.20%         1.20%   

 

  (a) Generally, Class A Shares are not subject to any charges by the Fund when redeemed; however, a contingent deferred sales charge may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

  (b) The deferred sales charge is imposed on Class C Shares redeemed during the first year only.

 

  (c) Estimated for current fiscal year.

 

  (d) The fund’s investment adviser has contractually agreed to limit the fund’s total operating expenses (excluding interest, taxes and extraordinary expenses) so that such expenses do not exceed 1.45% for Class A Shares, 2.20% for Class C Shares and 1.20% for Class I Shares through January 31, 2014. Following the contractual period, the adviser may discontinue these expense reimbursement arrangements at any time. Under certain conditions, the adviser may recapture operating expenses reimbursed under these arrangements for a period of three years following the fiscal year in which such reimbursement occurred.

Example

This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the fund’s operating expenses remain the same and that the expense reimbursement arrangement remains in place only for the period indicated. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 

       Share  Status    1 Year      3 Years  
Class A    Sold or Held      $714         $1,053   
Class C    Sold      $323         $736   
     Held      $223         $736   
Class I    Sold or Held      $122         $430   

 

118    Virtus Wealth Masters Fund


Table of Contents

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the period from inception (September 5, 2012) through its fiscal year end (September 30, 2012), the fund’s portfolio turnover rate was 26% of the average value of its portfolio.

Investments, Risks and Performance

Principal Investment Strategies

The fund seeks to track the performance of the Horizon Kinetics ISE Wealth Index (Ticker: RCH), a public index maintained by Horizon Kinetics, LLC, the parent company of the fund’s subadviser, and published by International Securities Exchange, LLC. The index is composed of U.S.-listed companies and equity REITs managed by executives who are among the wealthiest individuals in the United States and, in many cases, have accumulated a substantial amount of their personal wealth through the companies that they manage. The issuers have market capitalizations, at time of addition to the index, in excess of $100 million (as of June 30, 2012). The fund attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

Principal Risks

The fund may not achieve its objective, and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. The principal risks of investing in the fund are:

 

  >  

Correlation to Index. The risk that the performance of the fund and its index may vary somewhat due to factors such as fund flows, transaction costs, sample selection, and timing differences associated with additions to and deletions from its index.

 

  >  

Equity Real Estate Investment Trust (REIT) Securities Risk. The risk that, in addition to the risks associated with investing in the real estate industry, the value of the fund’s shares will be negatively affected by factors specific to investing through a pooled vehicle, such as through poor management of a REIT or REIT-like entity, concentration risk, or other risks typically associated with investing in small or medium market capitalization companies.

 

  >  

Equity Securities Risk. The risk that events negatively affecting issuers, industries or financial markets in which the fund invests will impact the value of the stocks held by the fund and thus, the value of the fund’s shares over short or extended periods. Investments in smaller companies, including microcap companies may be more volatile than investments in larger companies.

 

  >  

Market Volatility Risk. The risk that the value of the securities in which the fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

 

  >  

Sector Focused Investing Risk. The risk that events negatively affecting a particular market sector in which the fund focuses its investments will cause the value of the fund’s shares to decrease, perhaps significantly. To the extent the fund focuses its assets in a particular market sector, the fund is more vulnerable to conditions that negatively affect such market sector as compared to a fund that does not focus holdings in such securities.

Performance Information

The fund has not had a full calendar year of operations; therefore, performance information is not shown.

Management

The fund’s investment adviser is Virtus Investment Advisers, Inc.

The fund’s subadviser is Horizon Asset Management, LLC (“Horizon”).

 

Virtus Wealth Masters Fund     119   


Table of Contents

Portfolio Management

 

  >  

Murray Stahl, Portfolio Manager, Chairman and Chief Investment Officer at Horizon. Mr. Stahl has served as a Portfolio Manager of the fund since inception in September 2012.

 

  >  

Matthew Houk, Portfolio Manager and Research Analyst at Horizon. Mr. Houk has served as a Portfolio Manager of the fund since inception in September 2012.

Purchase and Sale of Fund Shares

 

Purchase Minimums (except Class I Shares)       
Minimum Initial Purchase    $2,500

Individual Retirement Accounts (IRAs), systematic purchase or systematic exchange accounts

   $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum
Minimum Additional Purchase    $100

Defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans

   No minimum

For Class I Shares, the minimum initial purchase is $100,000; there is no minimum for additional purchases.

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial advisor.

Taxes

The fund’s distributions are taxable to you either as ordinary income or capital gains, except when your investment is through a tax-deferred arrangement, such as a 401(k) plan or an individual retirement account. Such tax-deferred arrangements may be taxed later upon withdrawal of monies from those arrangements.

Payments to Broker-Dealers and Other Financial Intermediaries

If you purchase the fund through a broker-dealer or other financial intermediary (such as a bank), the fund and its related companies may pay the intermediary for the sale of fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other intermediary and your financial advisor to recommend the fund over another investment. Ask your financial advisor or visit your financial intermediary’s Web site for more information.

 

120    Virtus Wealth Masters Fund


Table of Contents

More Information About Fund Expenses

 

Virtus Investment Advisers, Inc. (“VIA”) has agreed to limit the total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses, if any) of certain of the funds so that such expenses do not exceed, on an annualized basis, the amounts indicated in the following table.

 

       Class A
Shares
     Class B
Shares
     Class C
Shares
     Class I
Shares
     Class T
Shares
     Through Date    Type*

Virtus Allocator Premium AlphaSector Fund

     1.75%         N/A         2.50%         1.50%         N/A       March 31, 2012    C

Virtus Bond Fund

     0.85%         1.60%         1.60%         0.60%         N/A       May discontinue
at any time
   V

Virtus CA Tax-Exempt Bond Fund

     0.85%         N/A         N/A         0.60%         N/A       May discontinue
at any time
   V

Virtus Disciplined Equity Style Fund

     1.60%         N/A         2.35%         1.35%         N/A       January 31,
2014
   C

Virtus Disciplined Select Bond Fund

     1.40%         N/A         2.15%         1.15%         N/A       January 31,
2014
   C

Virtus Disciplined Select Country Fund

     1.70%         N/A         2.45%         1.45%         N/A       January 31,
2014
   C

Virtus Emerging Markets Debt Fund

     1.35%         N/A         2.10%         1.10%         N/A       January 31,
2014
   C

Virtus Emerging Markets Equity Income Fund

     1.75%         N/A         2.50%         1.50%         N/A       January 31,
2014
   C

Virtus Global Commodities Stock Fund

     1.65%         N/A         2.40%         1.40%         N/A       May discontinue
at any time
   V

Virtus Global Opportunities Fund

     1.55%         2.30%         2.30%         1.30%         N/A       May discontinue
at any time
   V

Virtus Global Premium AlphaSector Fund

     1.75%         N/A         2.50%         1.50%         N/A       May discontinue
at any time
   V

Virtus Global Real Estate Securities Fund

     1.40%         N/A         2.15%         1.15%         N/A       May discontinue
at any time
   V

Virtus Greater Asia ex Japan Opportunities Fund

     1.80%         N/A         2.55%         1.55%         N/A       May discontinue
at any time
   V

Virtus Greater European Opportunities Fund

     1.45%         N/A         2.20%         1.20%         N/A       May discontinue
at any time
   V

Virtus Herzfeld Fund

     1.60%         N/A         2.35%         1.35%         N/A       January 31,
2014
   C

Virtus High Yield

     1.15%         1.90%         1.90%         0.90%         N/A       May discontinue
at any time
   V

Virtus International Equity Fund**

     1.50%         N/A         2.25%         1.25%         N/A       May discontinue
at any time
   V

Virtus International Real Estate Securities Fund

     1.50%         N/A         2.25%         1.25%         N/A       May discontinue
at any time
   V

Virtus International Small-Cap Fund

     1.60%         N/A         2.35%         1.35%         N/A       January 31,
2014
   C

Virtus Multi-Sector Short Term Bond Fund

     1.10%         1.60%         1.35%         0.85%         1.85%       May discontinue
at any time
   V

Virtus Premium AlphaSector Fund

     1.70%         N/A         2.45%         1.45%         N/A       May discontinue
at any time
   V

Virtus Senior Floating Rate Fund***

     1.20%         N/A         1.95%         0.95%         N/A       May discontinue
at any time
   V

Virtus Wealth Masters Fund

     1.45%         N/A         2.20%         1.20%         N/A       January 31,
2014
   C

* V=Voluntary, C=Contractual

** VIA and Pyrford International Ltd. are parties to expense limitation arrangement.

*** Excludes leverage expenses, if any.

In addition to the expense limitations listed above, VIA has agreed to voluntarily limit Other Expenses of Virtus Dynamic AlphaSector Fund to 0.15% (excluding taxes, interest, prime brokerage interest expense, dividends on short sales, acquired fund fees and expenses, and extraordinary expenses). VIA may discontinue this limitation at any time, and

 

Virtus Mutual Funds     121   


Table of Contents

under certain conditions may recapture fees waived and expenses reimbursed to the fund under this limitation for a period of three years from the end of the fiscal year in which such waivers and/or reimbursements occurred.

Following the contractual period, if any, VIA may discontinue these arrangements at any time. Under certain conditions, VIA may recapture operating expenses waived or reimbursed under these expense limitation arrangements for a period of three years following the end of the fiscal period in which such waiver or reimbursement occurred.

For those funds operating under an expense reimbursement arrangement or fee waiver during the prior fiscal year, total (net) fund operating expenses, including acquired fund fees and expenses, if any, after effect of any expense reimbursement and/or fee waivers were:

 

       Class A
Shares
     Class B
Shares
     Class C
Shares
     Class I
Shares
     Class T
Shares
 

Virtus Allocator Premium AlphaSector Fund (2)

     2.02%         N/A         2.74%         1.78%         N/A   

Virtus Alternatives Diversifier Fund

     1.48%         N/A         2.23%         1.23%         N/A   

Virtus Bond Fund

     0.86%         1.61%         1.61%         0.61%         N/A   

Virtus CA Tax-Exempt Bond Fund

     0.86%         N/A         N/A         0.61%         N/A   

Virtus Dynamic AlphaSector Fund (3)

     2.98%         4.43%         3.81%         2.98%         N/A   

Virtus Emerging Markets Debt Fund

     1.35%         N/A         2.10%         1.10%         N/A   

Virtus Emerging Markets Equity Income Fund

     1.75%         N/A         2.50%         1.50%         N/A   

Virtus Global Commodities Stock Fund

     1.70%         N/A         2.45%         1.45%         N/A   

Virtus Global Opportunities Fund

     1.56%         2.31%         2.31%         1.31%         N/A   

Virtus Global Premium AlphaSector Fund

     2.03%         N/A         2.78%         1.78%         N/A   

Virtus Global Real Estate Securities Fund

     1.41%         N/A         2.16%         1.16%         N/A   

Virtus Greater Asia ex Japan Opportunities Fund

     1.81%         N/A         2.56%         1.56%         N/A   

Virtus Greater European Opportunities Fund

     1.45%         N/A         2.20%         1.20%         N/A   

Virtus Herzfeld Fund

     2.58%         N/A         3.33%         2.33%         N/A   

Virtus High Yield Fund

     1.15%         1.90%         1.90%         0.90%         N/A   

Virtus International Equity Fund

     1.51%         N/A         2.26%         1.26%         N/A   

Virtus International Real Estate Securities Fund

     1.50%         N/A         2.25%         1.25%         N/A   

Virtus International Small-Cap Fund

     1.60%         N/A         2.35%         1.35%         N/A   

Virtus Multi-Sector Short Term Bond Fund (1)

     1.01%         1.51%         1.27%         0.77%         1.76%   

Virtus Premium AlphaSector Fund (1)

     1.64%         N/A         2.39%         1.39%         N/A   

Virtus Senior Floating Rate Fund (1)

     1.24%         N/A         1.99%         0.99%         N/A   

Virtus Wealth Masters Fund

     1.45%         N/A         2.25%         1.20%         N/A   

(1) Fund expenses currently below capped level.

(2) Includes recoupment of fees waived and/or expenses reimbursed by the Adviser.

(3) Total net operating expenses, including acquired fund fees and excluding dividends on short sales and interest expense, were 2.35% for Class A Shares, 3.80% for Class B Shares, 3.18% for Class C Shares and 2.35% for Class I Shares.

 

122    Virtus Mutual Funds


Table of Contents

More Information About Investment Objectives and Principal Investment Strategies

 

The investment objectives and principal strategies of each fund are described in this section. Each of the following funds has either a fundamental or a non-fundamental investment objective as noted below. A fundamental investment objective may only be changed with shareholder approval. A non-fundamental investment objective may be changed by the Board of Trustees of that fund without shareholder approval. If a fund’s investment objective is changed, the prospectus will be supplemented to reflect the new investment objective and shareholders will be provided with at least 60 days advance notice of such change. There is no guarantee that a fund will achieve its objective(s).

Please see the statement of additional information (“SAI”) for additional information about the securities and investment strategies described in this prospectus and about additional securities and investment strategies that may be used by the funds.

 

Virtus Mutual Funds     123   


Table of Contents

Virtus Allocator Premium AlphaSector SM Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of capital appreciation.

Principal Investment Strategies:

The fund allocates net assets to multiple asset classes including: U.S. Equity, International Equity, Fixed Income, and Alternative. Allocations within each asset class are based on proprietary quantitative models.

The U.S. Equity allocation may be invested in exchange-traded funds (“ETFs”) and/or securities representing the primary sectors of the S&P 500 ® Index. The primary sectors of the S&P 500 ® Index represented are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. The International Equity allocation may be invested in ETFs and/or securities representing both developed markets (EAFE) and emerging markets. The Fixed Income allocation may be invested in ETFs and/or securities representing fixed income sectors including: high yield, investment grade corporate, mortgages, intermediate treasuries and inflation-protected treasuries (TIPS). The Alternative allocation may be invested in ETFs and/or securities representing gold, real estate and broad-based equity securities. The fund may also invest in stocks (without restriction as to market capitalization), bonds (without restriction as to credit quality) and short-term securities. The fund may invest in a basket of securities to represent a sector if it is determined that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the fund. In times of market weakness, the fund has the ability to move partially or fully to short-term cash equivalents.

Euclid Advisors LLC (“Euclid”) and F-Squared Institutional Advisors, LLC (“F-Squared Institutional”) are subadvisers to the fund. F-Squared Institutional provides Euclid with a model portfolio weekly. Euclid is responsible for final portfolio allocation decisions and for placing all transactions. Euclid monitors the fund’s allocations to the underlying securities and is responsible for rebalancing assets to maintain target allocations among the underlying ETFs and/or securities, while taking into account any other factors it may deem relevant, such as cash flow and/or timing considerations. The fund may deviate from the model portfolio if it is determined that investing in the model portfolio is likely to violate applicable legal or regulatory restrictions or otherwise result in adverse consequences for the fund.

To the extent the fund invests primarily in ETFs it will be considered a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the Investment Company Act of 1940 (the “1940 Act”). Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the Securities and Exchange Commission (“SEC”) to permit it to invest in affiliated and unaffiliated funds, including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in ETFs.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

124    Virtus Allocator Premium AlphaSector Fund


Table of Contents

Virtus AlphaSector SM Rotation Fund

 

Fundamental Investment Objective:

The fund has an investment objective of long-term capital appreciation.

Principal Investment Strategies:

The fund seeks to track the AlphaSector Rotation Index (ASRX), a public index published by NASDAQ. The fund may be invested in ETFs and/or securities representing the primary sectors of the S&P 500 ® Index and high-quality short-term securities. Compilation of the Index is based on a proprietary quantitative model that seeks to evaluate “true” underlying trends within each sector by adjusting for unwarranted price distortions and changing levels of volatility in the market. The model allocates to the sectors using a model that results in sectors either being included in the portfolio or entirely excluded. The analytical model does not attempt to determine relative weights versus the S&P 500 ® Index weights or relative to other sector weights; it simply seeks to determine whether or not each sector is positioned to produce positive absolute returns. Sectors that are included are equally weighted, with a maximum allocation per sector of 25% at time of rebalancing. When three or fewer sectors are represented, the remainder is allocated to high-quality short-term securities, up to 100%. The fund may invest in a basket of securities to represent a sector if it determines that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the fund. In times of extreme market weakness, the fund has the ability to move partially or fully to high-quality short-term securities.

Euclid and F-Squared Institutional are subadvisers to the fund. F-Squared Institutional provides Euclid with a model portfolio monthly. Euclid is responsible for final portfolio allocation decisions and for placing all transactions. Euclid monitors the fund’s allocations to the underlying securities and is responsible for rebalancing assets to maintain the target allocations among the underlying securities, while taking into account any other factors it may deem relevant, such as cash flow and/or timing considerations. The fund may deviate from tracking the AlphaSector Rotation Index and/or the model allocation if it is determined that tracking the Index and/or the model allocation is likely to violate applicable legal or regulatory restrictions or otherwise result in adverse consequences for the fund.

To the extent the fund invests primarily in ETFs, it will be considered a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds, including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in ETFs.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus AlphaSector Rotation Fund     125   


Table of Contents

Virtus Alternatives Diversifier Fund

 

Non-Fundamental Investment Objective:

The fund is a fund of funds that has an investment objective of long-term capital appreciation.

Principal Investment Strategies:

The fund emphasizes low correlating asset classes in order to help reduce volatility and increase return potential. Applying an innovative, institutional-level approach to investing, the fund invests in a diversified portfolio of alternative asset classes including managed futures, global real estate, global infrastructure, natural resources, commodities, currencies and floating rate securities.

The fund seeks to achieve its objective by investing its assets in a mix of underlying affiliated and unaffiliated mutual funds and ETFs (collectively, “underlying funds”) that employ diverse investment styles in alternative investment vehicles such as commodities, real estate investment trusts (“REITs”) and others. The fund’s emphasis on diversification is intended to moderate volatility by limiting the effect of any one investment style. The purpose of the fund is to provide a packaged investment option with an emphasis on investment styles that have less correlation to traditional equity markets.

Among the underlying funds in which the fund invests are equity funds that invest principally in equity securities of issuers of any capitalization, including those of foreign issuers including emerging markets issuers. Although the fund does not concentrate its investments, certain of the underlying funds in which the fund invests may concentrate their investments in a particular industry or market sector, such as real estate, or may engage in short sales.

The fund is a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more than 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in affiliated and unaffiliated mutual funds, including the applicable unaffiliated ETFs.

The subadviser determines the combination of and allocation to the underlying funds based on the subadviser’s assessment of the appropriate mix of risk and return characteristics to best meet the fund’s investment objective. Under normal circumstances, the fund will generally invest in affiliated mutual funds where available to represent the desired asset classes, and unaffiliated mutual funds and/or ETFs to represent the desired asset classes for which affiliated mutual funds are unavailable or deemed not to be appropriate for the fund.

The subadviser monitors the fund’s allocations to the underlying funds and may periodically rebalance assets in response to changing market or economic conditions, and investment opportunities.

The adviser or subadviser to each underlying fund is responsible for deciding which securities to purchase and sell for its respective underlying fund.

The fund may also invest in high-quality, short-term securities. The fund is non-diversified under federal securities laws.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

126    Virtus Alternatives Diversifier Fund


Table of Contents

Virtus Bond Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of high total return from both current income and capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in fixed income debt obligations of various types of issuers. At least 65% of the fund’s assets will be invested in investment-grade securities, which are securities rated, at the time of investment, within the four highest rating categories of a nationally recognized statistical rating organization, or if unrated, those that the subadviser determines, pursuant to procedures reviewed and approved by the Board of Trustees, are of comparable quality. The fund may invest up to 35% of its total assets in securities rated below investment grade at time of purchase. The fund may continue to hold securities whose credit quality falls below investment grade.

The fund seeks to achieve its objective by applying a time-tested approach and extensive credit research designed to capitalize on opportunities across undervalued areas of the bond markets. Under normal circumstances, the fund’s investments will include some or all of the following:

 

  ·  

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

 

  ·  

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

 

  ·  

Investment grade securities (primarily of U.S. issuers, secondarily of non-U.S. issuers), including short-term securities; and

 

  ·  

High-yield debt instruments, including bank loans (which are generally floating-rate).

The fund may invest in all or some of these sectors. The fund’s policy of investing 80% of its assets in bonds may be changed only upon 60 days’ written notice to shareholders.

The fund employs active sector rotation and disciplined risk management to portfolio construction. The fund seeks diversification among various sectors of the fixed income markets, which, as of the date of this Prospectus, may include some or all of the following: corporate investment grade; corporate high yield; bank loans; non-agency commercial mortgage-backed securities (“CMBS”); agency and non-agency residential mortgage-backed securities (“RMBS”); non-U.S. dollar securities; emerging market high yield; Yankee investment grade bonds; asset-backed securities; taxable municipal bonds; tax-exempt municipal bonds; and securities issued or guaranteed as to principal and interest by the U.S. government, its agencies, authorities, or instrumentalities.

The fund’s investable assets are typically allocated among various sectors of the fixed income market using a top-down, relative value approach that looks at factors such as yield and spreads, supply and demand, investment environment, and sector fundamentals. The subadviser then selects particular investments using a bottom-up, fundamental research-driven analysis that includes assessment of credit risk, company management, issue structure, technical market conditions, and valuations. Securities selected for investment are those that the subadviser believes offer the best potential to achieve the fund’s investment objective of providing a high level of total return, including a competitive level of current income. The subadviser seeks to adjust the proportion of fund investments primarily in the sectors described above and the selections within sectors to obtain higher relative returns. The subadviser regularly reviews the fund’s portfolio construction, endeavoring to minimize risk exposure by closely monitoring portfolio characteristics such as sector concentration and portfolio duration and by investing no more than 5% of the fund’s total assets in securities of any single issuer (excluding the U.S. government, its agencies, authorities or instrumentalities).

The fund manages duration utilizing a duration neutral strategy. Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the security’s payment pattern. Generally, the

 

Virtus Bond Fund     127   


Table of Contents

longer the maturity the greater the duration and, therefore, the greater effect interest rate changes have on the price of the security. Under normal circumstances, the fund’s average duration is maintained at a level similar to that of its benchmark, the Barclays Capital U.S. Aggregate Bond Index. As of September 30, 2012, the modified adjusted duration of the Barclays Capital U.S. Aggregate Bond Index was 4.85 years; the modified adjusted duration of the fund is expected to be similar in duration to the benchmark. Typically, for a fund maintaining a modified adjusted duration of 4.85 years, a one percent increase in interest rates would cause a 4.85% decrease in the value of the fund’s fixed income assets. Similarly, a one percent decrease in interest rates typically would cause the value of the fund’s fixed income assets to increase by 4.85%.

Temporary Defensive Strategy: When the subadviser determines that market conditions warrant, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing, without limit, in cash and cash equivalents. In such instances, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

128    Virtus Bond Fund


Table of Contents

Virtus CA Tax-Exempt Bond Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of obtaining a high level of current income exempt from California state and local income taxes, as well as federal income tax, consistent with the preservation of capital.

Principal Investment Strategies:

The fund invests in municipal securities that are tax-exempt in California. California law requires that at least 50% of the fund’s assets be invested in California tax-exempt state and local issues or tax-exempt federal obligations at the end of each quarter of its taxable year in order to be eligible to pay dividends to California residents that are exempt from California income taxes. Under normal circumstances, as a matter of fundamental policy, the fund invests at least 80% of its assets in bonds, the income from which is exempt from California state income tax and federal income tax, and may invest 100% of its assets in such securities. The term “bonds” includes municipal bonds, notes and lease obligations and tax-exempt commercial paper. Issuers include states, territories and possessions of the United States and their political subdivisions, agencies, authorities and instrumentalities, including Puerto Rico, Guam and the U.S. Virgin Islands.

Debt obligations may be of any maturity and will be rated within the four highest rating categories by the nationally recognized statistical rating organizations at the time of investment, or if unrated, those that the adviser determines, pursuant to procedures reviewed and approved by the Board of Trustees, to be of comparable quality.

Securities are selected using an analytical approach that focuses on the relative value of the security considering its credit rating, and the security’s coupon rate, call features, maturity and average life.

Issuers are selected based on sector (utility, healthcare, transportation, etc.), and the geographic opportunity presented by areas and regions that are experiencing economic growth.

The portion of the fund’s assets not invested in tax-exempt securities may be invested in taxable fixed income securities. Income from these investments may be subject to federal, state and local taxes.

Temporary Defensive Strategy: When, in the subadviser’s opinion, abnormal market or economic conditions warrant, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by holding taxable securities, retaining cash or investing part or all of its assets in cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund.

 

Virtus CA Tax-Exempt Bond Fund     129   


Table of Contents

Virtus Disciplined Equity Style Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of capital appreciation.

Principal Investment Strategies:

The fund seeks to outperform the Russell 3000 ® Index over a full market cycle in the U.S. equity market by tactically allocating net assets among six subsets of the U.S. equity universe that make up the Growth and Value equity styles as set forth below.

Growth:

 

  ·  

Large-Cap Growth

 

  ·  

Mid-Cap Growth

 

  ·  

Small-Cap Growth

Value:

 

  ·  

Large-Cap Value

 

  ·  

Mid-Cap Value

 

  ·  

Small-Cap Value

Allocations are based on a quantitative model that estimates performance trends for each pairing of these six subsets of the U.S. equity market relative to each other and uses these estimates to determine, on a weekly basis, whether the Growth or Value style is better positioned. The fund will invest assets in the equity style with the favorable aggregate score relative to the other style. The ability of the fund to outperform the Russell 3000 ® Index will depend on, among other things, the length of time and degree to which Growth stocks outperform Value stocks or Value stocks outperform Growth stocks in the U.S. equity market.

Each allocation may be invested in ETFs and/or baskets of securities representative of such ETFs. The fund may invest in a basket of securities to represent an ETF if it determines that investment in the ETF is not feasible or otherwise not in the best interest of the fund. Under normal circumstances, the fund intends to invest at least 80% of its assets in ETFs and/or securities representative of the U.S. equity market.

To the extent the fund invests primarily in ETFs it will be considered a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds, including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in ETFs.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

130    Virtus Disciplined Equity Style Fund


Table of Contents

Virtus Disciplined Select Bond Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of high total return from current income and capital appreciation.

Principal Investment Strategies:

The fund seeks to maximize total return over a full market cycle in the bond market by tactically allocating net assets among six subsectors within the broad Treasury, TIPS and Corporate classifications of the bond market as set forth below:

Treasuries:

 

  ·  

Short term U.S. Treasury Securities (1-3 year maturities)

 

  ·  

Medium term U.S. Treasury Securities (7-10 year maturities)

 

  ·  

Long term U.S. Treasury securities (20+ year maturities)

Treasury Inflation Protected Securities (TIPS):

 

  ·  

TIPS

Corporate Bonds:

 

  ·  

Investment Grade Corporate Bonds

 

  ·  

High Yield Corporate Securities (Junk Bonds)

Allocations are based on a quantitative model that estimates performance trends for each pairing of these six subsectors of the bond market relative to each other and uses these estimates to generate, on a weekly basis, a positive or negative signal for each of the broad Treasury, TIPS and Corporate classifications. The classifications with positive signals will receive allocations, whereas the classifications with negative signals will not.

Each allocation may be invested in ETFs and/or baskets of securities representative of such ETFs. The fund may invest in a basket of securities to represent an ETF if it determines that investment in the ETF is not feasible or otherwise not in the best interest of the fund. Under normal circumstances, the fund intends to invest at least 80% of its assets in ETFs and/or securities representative of the bond market.

To the extent the fund invests primarily in ETFs it will be considered a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds, including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in ETFs.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Disciplined Select Bond Fund     131   


Table of Contents

Virtus Disciplined Select Country Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of capital appreciation.

Principal Investment Strategies:

The fund seeks to outperform the MSCI EAFE ® Index over a full market cycle by tactically allocating net assets among countries included in the MSCI EAFE ® Index. In pursuing this strategy, the fund maintains an emphasis on preservation of capital.

Allocations are based on a quantitative model that provides a positive or negative signal, on a weekly basis, for each country evaluated. Countries with positive signals will receive allocations approximating their relative weights in the MSCI EAFE ® Index. The remaining portfolio assets will be allocated to the subadviser’s “minimum volatility portfolio,” which is designed to limit downside risk. The minimum volatility portfolio is allocated equally among the four countries that, in the subadviser’s opinion, have exhibited the lowest volatility pattern historically. To mitigate concentration, geographic, and political risk, the four countries in the minimum volatility portfolio cannot be from the same geographic or political region.

Each allocation may be invested in ETFs and/or baskets of securities representative of such ETFs. The fund may invest in a basket of securities to represent an ETF if it determines that investment in the ETF is not feasible or otherwise not in the best interest of the fund. The fund may invest in issuers of any capitalization.

To the extent the fund invests primarily in ETFs it will be considered a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds, including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in ETFs.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

132    Virtus Disciplined Select Country Fund


Table of Contents

Virtus Dynamic AlphaSector SM Fund

 

Non-Fundamental Investment Objective:

The Fund’s investment objective is to seek long-term capital appreciation.

Principal Investment Strategies:

The fund seeks to achieve its investment objective by taking long and short positions in ETFs and/or stocks representing the nine primary sectors of the S&P 500 ® Index. ETFs are funds that are traded on securities exchanges that generally hold a portfolio of common stocks or bonds designed to track the performance of a securities index or sector of an index. The primary sectors of the S&P 500 ® Index are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities.

The fund uses a proprietary, quantitative model that seeks to evaluate trends within each sector by adjusting for changing levels of volatility in the market. The fund uses this model to determine, on a weekly basis, whether a sector is projected to have positive or negative absolute performance. If positive returns are projected for a particular sector, then the fund takes a long position in one or more ETFs and/or baskets of securities representing that sector. Each sector in which the fund takes a long position will have approximately equal weighting. If a sector is projected to have negative returns, the fund takes a short position in one or more ETFs and/or baskets of securities representing that sector.

The fund intends to employ leverage in the form of borrowing on its long positions in circumstances where the fund has determined to take long positions representing four or more sectors. The aggregate amount of leverage being used by the fund at any time will depend on the number of sectors in which the fund takes a long position, with the maximum amount of leverage being used where the fund takes long positions in all nine sectors. In that event, the amount of leverage will not exceed 30% of the fund’s net assets, including borrowings.

The fund intends to take short positions in sectors projected to have negative absolute performance, up to approximately 5.5% of the fund’s net assets, for each such sector. In the event that all nine sectors are projected to have negative absolute performance, the fund may take short positions worth up to 50% of the fund’s net assets, with the remainder of the fund’s assets remaining in cash and cash equivalents.

To the extent the fund invests primarily in ETFs, the fund will be considered a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds, including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in ETFs.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Dynamic AlphaSector Fund     133   


Table of Contents

Virtus Emerging Markets Debt Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of seeking high total return from current income and capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in fixed income (debt) securities issued by governments, government-related entities and corporations located in emerging market countries. These investments may be denominated in non-U.S. currencies or the U.S. dollar. The fund may invest without limit in high yield debt securities and related investments rated below investment grade (that is, securities not rated Baa/BBB or above by at least one nationally recognized statistical rating organization (“NRSRO”), or, if unrated, determined to be of comparable credit quality by the subadviser). Below investment grade securities are commonly referred to as “junk bonds.” These investments include, but are not limited to, instruments designed to restructure outstanding emerging market debt such as participations in loans between governments and financial institutions. The fund’s policy of investing 80% of its assets in emerging markets fixed income securities may be changed only upon 60 days’ written notice to shareholders.

The fund will invest in at least three emerging market countries, which are countries that, at the time of investment, are represented in the JP Morgan Emerging Markets Bond Index Global Diversified or categorized by the World Bank in its annual categorization as middle- or low-income. In determining “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.

The principal investment types in which the fund may invest are:

 

  ·  

Foreign government securities issued, guaranteed, or supported, as to the payment of principal and interest, by foreign governments, foreign government agencies, foreign semi-governmental entities or supranational entities, or debt instruments issued by entities organized and operated for the purpose of restructuring outstanding foreign government securities. Foreign government securities may not be supported as to the payment of principal and interest by the full faith and credit of the foreign government;

 

  ·  

Investment-grade corporate debt, which is debt issued with credit ratings within the four highest rating categories of an NRSRO, or if unrated, those that the subadviser determines to be of comparable quality, including short-term securities; and

 

  ·  

High yield debt instruments, including bank loans (which are generally floating-rate).

The portfolio managers utilize a combination of top-down and bottom-up analysis in its investment process. Country analysis and allocation are done top-down, while individual securities are selected using intensive bottom-up fundamental research in constructing a well diversified portfolio.

The team follows a strict sell discipline, in which securities are sold if they become overvalued, fundamentals change, or portfolio management considerations warrant.

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

 

134    Virtus Emerging Markets Debt Fund


Table of Contents

The fund is classified as “non-diversified,” which means it may invest a larger percentage of its assets in a smaller number of issuers than a diversified fund.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Emerging Markets Debt Fund     135   


Table of Contents

Virtus Emerging Markets Equity Income Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of seeking capital appreciation and income.

Principal Investment Strategies:

This fund offers investors exposure to emerging markets. The securities chosen for inclusion in the fund are those that, in the opinion of the subadviser, are high quality companies that pay above-average dividends, have above-average dividend growth potential, strong balance sheets and cash flow and adhere to better corporate governance. Companies selected must have the financial strength to maintain and grow their dividend payout commitments. The process is focused on identifying companies that have chosen to generate high levels of cash flow and to pay a high proportion of it to their shareholders.

Under normal circumstances, the fund invests at least 80% of its assets in equity securities of issuers located in emerging markets countries; such issuers may be of any capitalization. The fund may also invest in American Depositary Receipts (“ADRs”).

Emerging markets countries generally include every nation in the world except the U.S., Canada, Japan, Australia, New Zealand and most nations located in Western Europe. In determining “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country.

In selecting securities for inclusion in the portfolio the subadviser creates a diverse universe of securities by dividing the broad market index into Regional Industry Groups (“RIGs”) and calculating an average dividend yield for each RIG. Only stocks with above average dividend yields in their respective RIG become the eligible universe of stocks.

A proprietary screening and ranking process is applied to the eligible universe to identify companies that, in the opinion of the subadviser, have the financial strength to maintain and grow their dividend payout. Among factors considered are the company’s free cash flow, dividend cover, dividend growth and total payout with the objective of identifying those companies that have chosen to generate high levels of cash and to pay a high proportion of it to their shareholders.

A portfolio optimization process is applied to the remaining stocks that have met the criteria of the subadviser to create a portfolio.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

136    Virtus Emerging Markets Equity Income Fund


Table of Contents

Virtus Foreign Opportunities Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of long-term capital appreciation.

Principal Investment Strategies:

Under normal circumstances, at least 80% of the fund’s assets are invested in equity securities of issuers located outside the United States, including issuers in emerging markets countries. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. As of September 30, 2012, the fund was invested in issuers representing approximately 16 different countries. The fund’s policy of investing 80% of its assets in foreign equity securities may be changed only upon 60 days’ written notice to shareholders.

The fund will primarily hold securities of companies listed on a foreign securities exchange or quoted on an established foreign over-the-counter market, or ADRs. The fund typically invests in the securities of medium to large capitalization companies, but it is not limited to investing in the securities of companies of any particular size.

Generally, the subadviser uses a bottom-up stock and business analysis approach. The subadviser makes its assessments by examining companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar selection criteria. The fund may invest substantially all of its assets in common stocks if the subadviser believes that common stocks will appreciate in value. The subadviser seeks to identify attractively valued companies whose businesses are highly profitable, have consistent operating histories and financial performance and enjoy generally favorable long-term economic prospects.

A company may be undervalued when, in the opinion of the subadviser, the company is selling for a price that is below its intrinsic worth. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company or other factors. Such factors may include buying opportunities at attractive prices compared to the subadviser’s calculation of future earnings power. The subadviser believes that buying these securities at a price that is below their intrinsic worth may generate greater returns for the fund than those obtained by paying a premium price for companies currently in favor in the market.

Most of the fund’s assets are invested in equity securities of issuers in countries that are generally considered to have developed securities markets. The subadviser employs diversification by country and industry in an attempt to reduce risk.

The subadviser seeks to achieve attractive absolute returns that exceed the “normalized risk-free” rate, defined as the rate of return available on long-term government securities or their equivalent in each country in which the fund invests. Utilization of an “absolute” rather than a “relative” valuation yardstick is designed not only to achieve a satisfactory return over the risk-free rate over a full market cycle, but at the same time to seek safety of principal. The subadviser considers the riskiness of an investment to be a function of the issuer’s business rather than the volatility of its stock price.

In determining which portfolio securities to sell, the subadviser focuses on the operating results of the portfolio companies, not price quotations, to measure the success of an investment. In making sell decisions, the subadviser considers, among other things, whether a security’s price target has been met, whether there has been an overvaluation of the issuer by the market, whether there has been a clear deterioration of future earnings power and whether, in the subadviser’s opinion, there has been a loss of a long-term competitive advantage.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing all of its assets in domestic and foreign short-term money market instruments, including government obligations, certificates of deposit, bankers’ acceptances, time deposits, commercial paper, short-term corporate debt securities and repurchase agreements. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Foreign Opportunities Fund     137   


Table of Contents

Virtus Global Commodities Stock Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of the assets in securities of companies principally engaged in the base metals, precious metals, energy, and agriculture group of industries. The fund will concentrate its investments in this commodities-related group of industries.

These companies may include, for example:

 

  ·  

mining companies that focus on minerals, and steel companies;

 

  ·  

mining companies that focus on gold and/or silver and companies producing diamonds, platinum and palladium;

 

  ·  

oil and gas producers, integrated oil companies and refiners, drillers, oil service and geophysical companies, producers of coal and uranium, issuers engaged in transportation of fuels, nuclear electrical generating companies, manufacturers of electrical generating equipment and developers of alternative fuels and electrical generating systems;

 

  ·  

fertilizer companies, farm equipment companies, seed companies, agriculture chemical companies, meat and dairy producers, grain processors, issuers engaged in rural infrastructure development, including irrigation and transportation, and in general, issuers whose businesses are tied to the production and delivery of feeds and foods, biofuels and natural fibers.

The fund is a non-diversified portfolio and will consist primarily of common and preferred stocks, but may contain commodity-related ETFs and commodities-linked notes. The fund will primarily hold securities of companies listed on global securities exchanges or quoted on established over-the-counter markets, or ADRs. The fund typically invests in the securities of medium to large capitalization companies, but it is not limited to investing in the securities of companies of any particular size.

The subadviser invests based on the belief that investing in commodities producer equities offers higher returns than investing directly in physical or commodities futures. The subadviser believes that as demand for end products increases, the underlying price of the commodities used to produce the end product will increase as they become more scarce.

The subadviser first determines sector weights by identifying current global investment themes and the commodities that benefit from those themes. The four sectors examined are base metals, precious metals, energy and agriculture. Once the allocation among the sectors is determined, security selection is accomplished through a combination of qualitative recommendations and a systematic process of focusing on fundamentals, investor interest and valuations.

In determining which portfolio securities to sell, the subadviser considers, among other things, whether a security has become overvalued or there has been a material change in the assessment of the company’s fundamentals, an opportunity to include a better investment idea, and/or a portfolio repositioning or reduction in sector allocation.

Temporary Defensive Strategy: If the subadviser does not believe that the market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing all of its assets in domestic and foreign short-term money market instruments, including government obligations, certificates of deposit, banker’s acceptances, time deposits, commercial paper, short-term corporate debt securities and repurchase agreements. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

138    Virtus Global Commodities Stock Fund


Table of Contents

Virtus Global Dividend Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of capital appreciation and current income.

Principal Investment Strategies:

Under normal market conditions, the fund invests at least 80% of its assets in dividend paying equity securities of infrastructure companies that are located in three or more countries, one of which will be the United States. Infrastructure companies are issuers involved to a significant extent in providing energy, utility, transportation, communication, and other essential services to society and may include issuers that are structured as master limited partnerships (“MLPs”). Under normal market conditions, the fund will invest at least 25% of its assets in securities of U.S. issuers. The fund may invest in issuers of any capitalization.

Infrastructure companies provide essential services to society including (i) the generation, transmission, distribution or storage of electricity, oil, gas or water, (ii) the provision of telecommunications services, including telephone, cable television, satellite, and other communications activities; and (iii) the construction, operation, or ownership of airports, toll roads, railroads, ports, pipelines, or educational and healthcare facilities. A company will be deemed an infrastructure company if at least 50% of its assets, gross income or profits are committed to, or derived from, one or more of the activities in the areas described above. As of September 30, 2012, the market capitalization of the issuers in which the fund was invested ranged from $1.3 billion to $215 billion. The fund’s policy of investing at least 80% of its assets in infrastructure companies may be changed only upon 60 days’ written notice to shareholders.

The fund may invest up to 20% of its assets in securities of issuers that are not infrastructure companies, including stocks, debt obligations, money market securities and money market mutual funds, as well as certain derivative instruments. When investing in debt obligations, the fund will invest primarily in investment grade debt obligations, although the fund may invest in high yield-high risk fixed income securities.

Temporary Defensive Strategy: If the subadviser believes that market conditions are not favorable to the fund’s principal strategies, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by holding cash or investing, without limit, in cash equivalents or other fixed income securities. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Global Dividend Fund     139   


Table of Contents

Virtus Global Opportunities Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests in equity securities of issuers located throughout the world, including issuers in emerging markets countries and issuers in the United States. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. As of September 30, 2012, the fund was invested in issuers representing approximately 15 different countries.

The fund will primarily hold securities of companies listed on established securities exchanges or quoted on an established over-the-counter market. The fund typically invests in the securities of medium to large capitalization companies, but it is not limited to investing in the securities of companies of any particular size.

Generally, the subadviser uses a bottom-up stock and business analysis approach. The subadviser makes its assessments by examining companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar investment criteria. The fund may invest substantially all of its assets in common stocks if the subadviser believes that common stocks will appreciate in value. The subadviser seeks to identify attractively valued companies whose businesses are highly profitable, have consistent operating histories and financial performance and enjoy generally favorable long-term economic prospects.

A company may be undervalued when, in the opinion of the subadviser, the company is selling for a price that is below its intrinsic worth. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company or other factors. Such factors may include buying opportunities at attractive prices compared to the subadviser’s calculation of future earnings power. The subadviser believes that buying these securities at a price that is below their intrinsic worth may generate greater returns for the fund than those obtained by paying a premium price for companies currently in favor in the market.

Most of the fund’s assets are invested in equity securities of issuers in countries that are generally considered to have developed securities markets. The subadviser employs diversification by country and industry in an attempt to reduce risk.

The subadviser seeks to achieve attractive absolute returns that exceed the “normalized risk-free” rate, defined as the rate of return available on long-term government securities or their equivalent in each country in which the fund invests. Utilization of an “absolute” rather than a “relative” valuation yardstick is designed not only to achieve a satisfactory return over the risk-free rate over a full market cycle, but at the same time to seek safety of principal. The subadviser considers the riskiness of an investment to be a function of the issuer’s business rather than the volatility of its stock price.

In determining which portfolio securities to sell, the subadviser focuses on the operating results of the portfolio companies, not price quotations, to measure the success of an investment. In making sell decisions, the subadviser considers, among other things, whether a security’s price target has been met, whether there has been an overvaluation of the issuer by the market, whether there has been a clear deterioration of future earnings power and whether, in the subadviser’s opinion, there has been a loss of a long-term competitive advantage.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing all of its assets in domestic and foreign short-term money market instruments, including government obligations, certificates of deposit, bankers’ acceptances, time deposits, commercial paper, short-term corporate debt securities and repurchase agreements. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

140    Virtus Global Opportunities Fund


Table of Contents

Virtus Global Premium AlphaSector SM Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of long-term capital appreciation. In pursuing this objective, the fund maintains an emphasis on preservation of capital.

Principal Investment Strategies:

The fund allocates net assets to U.S. Equity and International Equity. Allocations within each asset class are based on proprietary quantitative models.

The U.S. Equity allocation may be invested in ETFs and/or securities representing the primary sectors of the S&P 500 ® Index. The primary sectors of the S&P 500 ® Index represented are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. The International Equity allocation may be invested in ETFs and/or securities representing both developed markets (EAFE) and emerging markets. The fund may also invest in stocks (without restriction as to market capitalization) and short-term securities. The fund may invest in a basket of securities to represent a sector if it determines that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the fund. In times of market weakness, the fund has the ability to move partially or fully to short-term cash equivalents.

Under normal circumstances, the fund intends to allocate at least 40% of its assets to ETFs and/or securities representative of non-U.S. markets. Through its investment in these ETFs and/or securities, the fund’s exposure to non-U.S. markets will be diversified among countries and will have represented the business activities of a number of different countries.

Euclid and F-Squared Institutional are subadvisers to the fund. F-Squared Institutional provides Euclid with a model portfolio weekly. Euclid is responsible for final portfolio allocation decisions and for placing all transactions. Euclid monitors the fund’s allocations to the underlying securities and is responsible for rebalancing assets to maintain target allocations among the underlying ETFs, while taking into account any other factors it may deem relevant, such as cash flow and/or timing considerations. The fund may deviate from the model portfolio if it is determined that tracking the model portfolio is likely to violate applicable legal or regulatory restrictions or otherwise result in adverse consequences for the fund.

To the extent the fund invests primarily in ETFs, it will be considered a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more than 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in ETFs.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Global Premium AlphaSector Fund     141   


Table of Contents

Virtus Global Real Estate Securities Fund

 

Non-Fundamental Investment Objective:

The fund has a primary investment objective of long-term capital appreciation, with a secondary investment objective of income.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in equity securities issued by U.S. and non-U.S companies of any capitalization that are principally engaged in the real estate industry, including common stock, preferred stock and other equity securities issued by real estate companies, such as REITs and similar REIT-like entities. An issuer is considered principally engaged in the real estate industry if at least 50% of its gross revenues or net profits come from the ownership, development, construction, financing, management or sale of real estate. Similar to a domestic REIT, a non-U.S. real estate company generally is not subject to corporate income tax in its home country if the REIT equivalent status is available, elected, and followed, which could include distributing a significant percentage of its net income each year to stockholders, and the company meets certain other regulatory requirements. The fund is not limited to investing only in REITs or REIT-like entities; however, it invests a significant portion of its assets in these types of issuers. The fund does not make direct investments in real estate. As of September 30, 2012, the market capitalization range of the issuers in which the fund was invested was $315 million to $56.2 billion. The fund’s policy of investing 80% of its assets in real estate-related securities may be changed only upon 60 days’ written notice to shareholders.

Under normal market conditions, the fund expects to invest in a number of different countries and regions. The fund intends to diversify its investments among countries and regions and to normally have represented in the portfolio business activities of approximately 10 to 20 different countries. The fund may, at times, invest up to 80% of its assets in either U.S. REIT securities or non-U.S REIT-like companies. Additionally, the fund normally invests in real estate related securities of issuers in developed countries, however it may invest up to 20% of its assets in issuers incorporated in emerging market countries.

The fund concentrates its assets in the real estate industry and is non-diversified under federal securities laws.

In managing the fund’s portfolio, the subadviser utilizes an investment process that is primarily bottom-up in its approach, with an emphasis on superior stock selection over country and property sector allocation. The subadviser seeks to identify superior real estate companies by performing an in-depth fundamental business analysis on securities within the targeted investment universe, which includes a qualitative and quantitative assessment of management and operations, portfolio strategy and financial strength. Using proprietary valuation models, the subadviser seeks to identify undervalued companies or those companies that are selling for a price that is below the subadviser’s estimate of their intrinsic value. The portfolio construction process is guided by the outcomes of the company and valuation analytical work within the confines of a risk management overlay as it pertains to diversification, liquidity and other risk factors.

Securities are evaluated for sale if their market value exceeds the subadviser’s estimated value, if their financial performance is expected to decline or if the subadviser believes the issuer fails to adjust its strategy to the real estate market cycle.

Temporary Defensive Strategy: When the subadviser believes there are extraordinary risks associated with investment in real estate-related securities, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies. When this allocation happens, the fund may not achieve its investment objectives.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

142    Virtus Global Real Estate Securities Fund


Table of Contents

Virtus Greater Asia ex Japan Opportunities Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of long-term capital appreciation.

Principal Investment Strategies:

Under normal circumstances, at least 80% of the fund’s assets are invested in equity or equity-linked securities of issuers located in Asia (excluding Japan), including issuers in emerging markets countries. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. As of September 30, 2012, the fund was invested in issuers representing approximately 15 different countries. The fund’s policy of investing 80% of its assets in Greater Asia equity securities may be changed only upon 60 days’ written notice to shareholders.

The fund will primarily hold securities of companies listed on a foreign securities exchange or quoted on an established foreign over-the-counter market, or ADRs. The fund typically invests in the securities of medium to large capitalization companies, but it is not limited to investing in the securities of companies of any particular size.

Generally, the subadviser uses a bottom-up stock and business analysis approach. The subadviser makes its assessments by examining companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar selection criteria. The fund may invest substantially all of its assets in common stocks if the subadviser believes that common stocks will appreciate in value. The subadviser seeks to identify undervalued companies whose businesses are highly profitable, have consistent operating histories and financial performance and enjoy possible long-term economic prospects.

A company may be undervalued when, in the opinion of the subadviser, the company is selling for a price that is below its intrinsic worth. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company or other factors. Such factors may include buying opportunities at attractive prices compared to the subadviser’s calculation of future earnings power. The subadviser believes that buying these securities at a price that is below their intrinsic worth may generate greater returns for the fund than those obtained by paying a premium price for companies currently in favor in the market.

Most of the fund’s assets are invested in equity securities of issuers in countries that are generally considered to have developed markets. The subadviser employs diversification by country and industry in an attempt to reduce risk.

The subadviser seeks to achieve attractive absolute returns that exceed the “normalized risk-free” rate, defined as the rate of return available on long-term government securities or their equivalent in each country in which the fund invests. Utilization of an “absolute” rather than a “relative” valuation yardstick is designed not only to achieve a satisfactory return over the risk-free rate, but at the same time to seek safety of principal. The subadviser considers the riskiness of an investment to be a function of the issuer’s business rather than the volatility of its stock price.

In determining which portfolio securities to sell, the subadviser focuses on the operating results of the portfolio companies, not price quotations, to measure the success of an investment. In making sell decisions, the subadviser considers, among other things, whether a security’s price target has been met, whether there has been an overvaluation of the issuer by the market, whether there has been a clear deterioration of future earnings power and whether, in the subadviser’s opinion, there has been a loss of a long-term competitive advantage.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing all of its assets in domestic and foreign short-term money market instruments, including government obligations, certificates of deposit, bankers’ acceptances, time deposits, commercial paper, short-term corporate debt securities and repurchase agreements. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for more information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Greater Asia ex Japan Opportunities Fund     143   


Table of Contents

Virtus Greater European Opportunities Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of long-term capital appreciation.

Principal Investment Strategies:

Under normal circumstances, at least 80% of the fund’s assets are invested in equity or equity-linked securities of issuers located in Europe, including issuers in emerging markets countries. The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. As of September 30, 2012, the fund was invested in issuers representing approximately 16 different countries. The fund’s policy of investing 80% of its assets in European equity securities may be changed only upon 60 days’ written notice to shareholders.

The fund will primarily hold securities of companies listed on a foreign securities exchange or quoted on an established foreign over-the-counter market, or ADRs. The fund typically invests in the securities of medium to large capitalization companies, but it is not limited to investing in the securities of companies of any particular size.

Generally, the subadviser uses a bottom-up stock and business analysis approach. The subadviser makes its assessments by examining companies one at a time, regardless of size, country of organization, place of principal business activity, or other similar selection criteria. The fund may invest substantially all of its assets in common stocks if the subadviser believes that common stocks will appreciate in value. The subadviser seeks to identify undervalued companies whose businesses are highly profitable, have consistent operating histories and financial performance and enjoy possible long-term economic prospects.

A company may be undervalued when, in the opinion of the subadviser, the company is selling for a price that is below its intrinsic worth. A company may be undervalued due to market or economic conditions, temporary earnings declines, unfavorable developments affecting the company or other factors. Such factors may include buying opportunities at attractive prices compared to the subadviser’s calculation of future earnings power. The subadviser believes that buying these securities at a price that is below their intrinsic worth may generate greater returns for the fund than those obtained by paying a premium price for companies currently in favor in the market.

Most of the fund’s assets are invested in equity securities of issuers in countries that are generally considered to have developed markets. The subadviser employs diversification by country and industry in an attempt to reduce risk.

The subadviser seeks to achieve attractive absolute returns that exceed the “normalized risk-free” rate, defined as the rate of return available on long-term government securities or their equivalent in each country in which the fund invests. Utilization of an “absolute” rather than a “relative” valuation yardstick is designed to achieve not only a satisfactory return over the risk-free rate, but at the same time seek safety of principal. The subadviser considers the riskiness of an investment to be a function of the issuer’s business rather than the volatility of its stock price.

In determining which portfolio securities to sell, the subadviser focuses on the operating results of the portfolio companies, not price quotations, to measure the success of an investment. In making sell decisions, the subadviser considers, among other things, whether a security’s price target has been met, whether there has been an overvaluation of the issuer by the market, whether there has been a clear deterioration of future earnings power and whether, in the subadviser’s opinion, there has been a loss of a long-term competitive advantage.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing all of its assets in domestic and foreign short-term money market instruments, including government obligations, certificates of deposit, bankers’ acceptances, time deposits, commercial paper, short-term corporate debt securities and repurchase agreements. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

144    Virtus Greater European Opportunities Fund


Table of Contents

Virtus Herzfeld Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of seeking capital appreciation and current income.

Principal Investment Strategies:

Under normal circumstances, the fund invests in closed-end investment companies that primarily invest in equity and income-producing securities. The investment methodology utilizes a number of factors and consists of both a quantitative and qualitative approach to identify opportunities across the entire universe of closed-end funds. The strategy seeks to exploit the discount and premium spreads associated with closed-end funds. The fund may also allocate assets to other investment company structures, including ETFs, equity securities, including common and preferred stocks, cash, and/or short-term cash equivalents. If the fund invests in affiliated closed-end funds, it will do so in accordance with the 1940 Act.

The fund primarily invests in closed-end funds whose principal investments include one or more of the following:

Domestic Funds

 

  ·  

Municipal Bond, Build America Bond, Government Bond, Corporate Bond, High Yield Bond

 

  ·  

Equity—Sector Specific (such as Utilities, Real Estate, MLPs), Equity—Covered Call, Equity—General, Equity—Growth & Income, Equity—Dividend, Equity—Tax-Advantaged, Equity—Preferreds, Equity—Convertible Bond

 

  ·  

Loan Participation

 

  ·  

Mortgage-Backed

 

  ·  

Multi-Strategy

Non-U.S. Funds

 

  ·  

Foreign Equity—Country Specific, Foreign Equity—Geographic Region, Global Equity—General, Global Equity—Growth & Income, Global Equity—Dividend

 

  ·  

Global Fixed Income

 

  ·  

Global Multi-Strategy

The closed-end funds that invest in equity securities may or may not use a growth or value strategy and may include funds investing in securities of issuers of any market capitalization. Closed-end funds that invest in non-U.S issuers may include issuers in emerging markets. Closed-end funds that invest in fixed income securities may invest in securities of any credit quality, including below investment grade (so-called “junk bonds”).

The fund seeks to invest in closed-end funds trading at excessive or unusual discount levels that the subadviser believes have an attractive probability to narrow. Discounts are evaluated and measured relative to historic premium/discount trading patterns of the entire universe of closed-end funds, and also are specifically measured against similar closed-end funds. Selected funds are then subjected to extensive analysis of up to an additional 20+ individual factors and traded based on the subadviser’s comprehensive understanding of each individual fund’s characteristics and four decades of in-depth experience trading the industry.

Specific factors evaluated include, but are not limited to:

 

  ·  

Distribution yield

 

  ·  

Distribution policies/sources of distributions

 

Virtus Herzfeld Fund     145   


Table of Contents
  ·  

Loss carry forwards

 

  ·  

Income ratio

 

  ·  

Expense ratio

 

  ·  

Liquidity

 

  ·  

Trading volatility

 

  ·  

Portfolio holdings

 

  ·  

Correlation analysis

 

  ·  

Leverage profile/characteristics

 

  ·  

Anti-takeover provisions

 

  ·  

“Lifeboat” provisions

 

  ·  

Special situations

 

  ·  

Vulnerability to dissident activity

 

  ·  

Corporate governance issues

 

  ·  

Regulatory concerns

 

  ·  

Management reputation

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

146    Virtus Herzfeld Fund


Table of Contents

Virtus High Yield Fund

 

Non-Fundamental Investment Objective:

The fund has a primary investment objective of high current income and a secondary objective of capital growth.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in a diversified portfolio of high yield fixed income securities. The fund’s policy of investing 80% of its assets in high yield fixed income securities may be changed only upon 60 days’ written notice to shareholders.

The subadviser uses an investment process that focuses on adding value through issue selection, sector/industry selection and opportunistic trading.

 

  ·  

The subadviser evaluates market conditions in the context of broad macroeconomic trends. The subadviser generally overweights those sector/industries where well-valued companies can be identified and whose business profiles (and credit measures) are viewed to be improving.

 

  ·  

The subadviser considers credit research an integral component of its high yield investment process. The manager invests across the credit rating spectrum.

 

  ·  

Principally, securities are selected from a broad universe of domestic high yield corporate bonds, although it may invest in other types of high yield securities.

The subadviser attempts to maintain the duration of the fund at a level similar to that of its style benchmark. Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the security’s payment pattern. Generally, the longer the maturity the greater the duration and, therefore, the greater effect interest rate changes have on the price of the security. As of September 30, 2012, the modified adjusted duration of the Barclays Capital U.S. High-Yield 2% Issuer Capped Bond Index was 4.04 years; the modified adjusted duration of the fund was 3.98 years. Typically, for a fund maintaining a modified adjusted duration of 3.98 years, a one percent increase in interest rates would cause a 3.98% decrease in the value of the fund’s assets. Similarly, a one percent decrease in interest rates typically would cause the value of the fund’s assets to increase by 3.98%.

The subadviser’s investment strategies may result in a higher portfolio turnover rate for the fund. A high portfolio turnover rate increases transaction costs to the fund, negatively affects fund performance, and may increase capital gain distributions, resulting in greater tax liability to you.

Temporary Defensive Strategy: If the subadviser believes that market conditions are not favorable to the fund’s principal strategies, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by holding cash or investing, without limit, in cash equivalents or other fixed income securities. When this allocation happens, the fund may not achieve its investment objectives.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus High Yield Fund     147   


Table of Contents

Virtus International Equity Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of long-term capital appreciation.

Principal Investment Strategies:

Under normal circumstances, at least 80% of the fund’s assets are invested in equity securities of issuers located outside the United States, including issuers in emerging markets countries. The fund intends to diversify its investments among countries and sectors. The fund’s policy of investing 80% of its assets in foreign equity securities may be changed only upon 60 days’ written notice to shareholders.

The fund will primarily hold securities of companies listed on a foreign securities exchange or quoted on an established foreign over-the-counter market, or ADRs. The fund typically invests in the securities of medium to large capitalization companies, but it is not limited to investing in the securities of companies of any particular size.

The subadviser uses a value-driven, absolute return approach to investing. The subadviser’s process is a mixture of country allocation and stock selection, with a recognition that a significant proportion of long-term performance and risk reduction will come from the country allocation decision.

The first stage in the decision process is country allocation. The subadviser makes five-year earnings projections for the equity markets in its investment universe to determine the relative value across markets. The process involves integrating many sources of information with emphasis on in-house research expertise. From that data analysis the subadviser derives the fund’s country allocation strategy.

At the country level the subadviser seeks to heavily overweight countries that provide good value relative to their long-term prospects and underweight or avoid countries that do not. The subadviser believes that this approach produces long-term investment returns characterized by very low absolute volatility and excellent downside protection. The subadviser does not invest in any country which does not satisfy its minimum requirements in relation to accounting standards, investor protection and political stability.

Following the country allocation decision the subadviser utilizes a disciplined, bottom-up process to find individual stock value. The subadviser attempts to identify companies that are fairly valued or undervalued in relation to their potential long-term earnings growth. The subadviser looks for well-priced companies that are leaders in their industry, have superior management, a sound capital structure and a stable and rising level of return on equity. The security selection process includes sophisticated screening techniques, rigorous financial analysis and face-to-face interviews with company executives.

In determining which portfolio securities to sell, the subadviser considers, among other things, whether a security has become overvalued or there has been a material change in the assessment of the company’s fundamentals, an opportunity to include a better investment idea, and/or a portfolio repositioning or reduction in a country allocation.

Temporary Defensive Strategy: If the subadviser does not believe that the market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing all of its assets in domestic and foreign short-term money market instruments, including government obligations, certificates of deposit, banker’s acceptances, time deposits, commercial paper, short-term corporate debt securities and repurchase agreements. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

148    Virtus International Equity Fund


Table of Contents

Virtus International Real Estate Securities Fund

 

Non-Fundamental Investment Objective:

The fund has a primary investment objective of long-term capital appreciation, with a secondary investment objective of income.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in equity securities issued by non-U.S companies of any capitalization that are principally engaged in the real estate industry, including common stock, preferred stock and other equity securities issued by real estate companies, such as REITs and similar REIT-like entities. An issuer is considered principally engaged in the real estate industry if at least 50% of its gross revenues or net profits come from the ownership, development, construction, financing, management or sale of real estate. Similar to a domestic REIT, a non-U.S. real estate company generally is not subject to corporate income tax in its home country, if the REIT equivalent status is available, elected, and followed, which could include distributing a significant percentage of its net income each year to stockholders, and the company meets certain other regulatory requirements. The fund is not limited to investing only in REITs or REIT-like entities; however, it invests a significant portion of its assets in these types of issuers. The fund does not make direct investments in real estate. As of September 30, 2012, the market capitalization range of the issuers in which the fund was invested was $315 million to $23.9 billion. The fund’s policy of investing 80% of its assets in real estate-related securities may be changed only upon 60 days’ written notice to shareholders.

Under normal market conditions, the fund expects to invest in a number of different countries and regions. The fund intends to diversify its investments among countries and regions and normally to have represented in the portfolio business activities of approximately 10 to 20 different countries. The fund may, at times, invest up to 20% of its assets in U.S. REIT securities. Additionally, the fund normally invests in real estate related securities of issuers in developed countries, however it may invest up to 20% of its assets in issuers incorporated in emerging market countries.

The fund concentrates its assets in the real estate industry and is non-diversified under federal securities laws.

In managing the fund’s portfolio, the subadviser utilizes an investment process that is primarily bottom-up in its approach, with an emphasis on superior stock selection over country and property sector allocation. The subadviser seeks to identify superior real estate companies by performing an in-depth fundamental business analysis on securities within the targeted investment universe, which includes a qualitative and quantitative assessment of management and operations, portfolio strategy and financial strength. Using proprietary valuation models, the subadviser seeks to identify undervalued companies or those companies that are selling for a price that is below the subadviser’s estimate of their intrinsic value. The portfolio construction process is guided by the outcomes of the company and valuation analytical work within the confines of a risk management overlay as it pertains to diversification, liquidity and other risk factors.

Securities are evaluated for sale if their market value exceeds the subadviser’s estimated value, if their financial performance is expected to decline or if the subadviser believes the issuer fails to adjust its strategy to the real estate market cycle.

Temporary Defensive Strategy: When the subadviser believes there are extraordinary risks associated with investment in real estate-related securities, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies. When this allocation happens, the fund may not achieve its investment objectives.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus International Real Estate Securities Fund     149   


Table of Contents

Virtus International Small-Cap Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective seeking capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in equity securities of non-U.S. small capitalization companies. As of the date of the Prospectus, the fund’s subadviser considers small-capitalization companies to be those companies that, at the time of initial purchase, have market capitalizations of between $75 million and $5 billion.

The fund intends to diversify its investments among countries and normally to have represented in the portfolio business activities of a number of different countries. In determining “location” of an issuer, the subadviser primarily relies on the country where the issuer is incorporated. However, the country of risk is ultimately determined based on analysis of the following criteria: actual building address (domicile), primary exchange on which the security is traded and country in which the greatest percentage of company revenue is generated. This evaluation is conducted so as to determine that the issuer’s assets are exposed to the economic fortunes and risks of the designated country. Equity securities in which the fund invests include common stocks, preferred stocks and ADRs. The fund may invest in emerging markets issuers.

The subadviser uses a strategy emphasizing highly profitable, consistently growing companies with low debt and rising cash flows. If a company meets these criteria, the subadviser researches and analyzes that company’s strength of management, its relative competitive position in the industry and its financial structure.

A proprietary model is used to determine relative value.

Generally, the fund invests in approximately 30-60 securities at any given time and invests in issuers in approximately 20 countries.

The subadviser’s sell discipline seeks to dispose of holdings that, among other things, achieve a target price, or are the subject of negative developments individually or as an industry, or as necessary to provide funding to upgrade and improve portfolio holdings or meet diversification requirements.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

150    Virtus International Small-Cap Fund


Table of Contents

Virtus Multi-Sector Fixed Income Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of maximizing current income while preserving capital.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in the following sectors of fixed income securities:

 

  ·  

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

 

  ·  

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

 

  ·  

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

 

  ·  

High yield-high risk fixed income securities of U.S. issuers (so-called “junk bonds”).

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

Securities are selected using a sector rotation approach. The subadviser seeks to adjust the proportion of fund investments in the sectors described above and the selections within sectors to obtain higher relative returns. Sectors are analyzed by the subadviser for attractive values. Securities within sectors are selected based on general economic and financial conditions, and the issuer’s business, management, cash, assets, earnings and stability. Securities selected for investment are those that the subadviser believes offer the best potential for total return based on risk-reward tradeoff.

The fund manages duration utilizing a duration neutral strategy. Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the security’s payment pattern. Generally the longer the maturity the greater the duration and, therefore, the greater effect interest rate changes have on the price of the security. Under normal circumstances, the fund’s average duration is maintained at a level similar to that of its benchmark, the Barclays Capital U.S. Aggregate Bond Index. As of September 30, 2012, the modified adjusted duration of the Barclays Capital U.S. Aggregate Bond Index was 4.85 years; the modified adjusted duration of the fund was 3.94 years. Typically, for a fund maintaining a modified adjusted duration of 3.94 years, a one percent increase in interest rates would cause a 3.94% decrease in the value of the fund’s fixed income assets. Similarly, a one percent decrease in interest rates typically would cause the value of the fund’s fixed income assets to increase by 3.94%.

Temporary Defensive Strategy: During periods of rising interest rates, unstable pricing and currency exchange, or in response to extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the fund’s assets in cash or cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Multi-Sector Fixed Income Fund     151   


Table of Contents

Virtus Multi-Sector Short Term Bond Fund

 

Fundamental Investment Objective:

The fund has an investment objective of providing high current income while attempting to limit changes in the fund’s net asset value per share caused by interest rate changes.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in bonds. “Bonds” are fixed income debt obligations of various types of issuers. Principally, the fund invests in investment-grade securities which are rated at the time of investment BBB or above by Standard & Poor’s Corporation or Duff & Phelps Credit Rating Company or Baa or above by Moody’s Investors Service or if unrated, those that the subadviser determines, pursuant to procedures reviewed and approved by the Board of Trustees, to be of comparable quality. The fund may continue to hold securities whose credit quality falls below investment grade.

The fund seeks to achieve its objective by investing in a diversified portfolio of primarily short-term fixed income securities having an expected dollar-weighted average maturity of three years or less and that are in one of the following market sectors:

 

  ·  

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

 

  ·  

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

 

  ·  

Investment-grade securities; and

 

  ·  

High yield-high risk fixed income securities (so-called “junk bonds”).

The fund may invest in all or some of these sectors. The fund’s policy of investing 80% of its assets in bonds may be changed only upon 60 days’ written notice to shareholders.

Securities are selected using a sector rotation approach. The subadviser seeks to adjust the proportion of fund investment in the sectors described above and the selections within sectors to obtain higher relative returns. Sectors are analyzed by the subadviser for attractive values. Securities within sectors are selected based on general economic and financial conditions, and the issuer’s business, management, cash, assets, earnings and stability. Securities selected for investment are those that the subadviser believes offer the best potential for total return based on risk-reward tradeoff.

The fund manages duration utilizing a duration neutral strategy. Duration measures the interest rate sensitivity of a fixed income security by assessing and weighting the present value of the security’s payment pattern. Generally the longer the maturity, the greater the duration and, therefore, the greater effect interest rate changes have on the price of the security. Under normal circumstances, the fund’s average duration will range from one to three years. As of September 30, 2012, the modified adjusted duration of the fund’s benchmark, the BofA Merrill Lynch 1-2.99 Year Medium Quality Corporate Bond Index was 1.88 years.

Temporary Defensive Strategy: During periods of rising interest rates, unstable pricing and currency exchange, or in response to extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the fund’s assets in cash or cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

152    Virtus Multi-Sector Short Term Bond Fund


Table of Contents

Virtus Premium AlphaSector SM Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of long-term capital appreciation.

Principal Investment Strategies:

The fund seeks to track the Premium AlphaSector SM Index (ASRP), a public index published by NASDAQ. The fund may invest in ETFs and/or securities representing the primary sectors of the S&P 500 ® Index and high-quality short-term securities. ETFs are funds that are traded on securities exchanges that generally hold a portfolio of common stocks or bonds designed to track the performance of a securities index or sector of an index. The primary sectors of the S&P 500 ® Index represented are: consumer discretionary, consumer staples, energy, financials, healthcare, industrials, materials, technology, and utilities. Allocations are based on a proprietary quantitative model that seeks to evaluate “true” underlying trends within each sector by adjusting for unwarranted price distortions and changing levels of volatility in the market. The model allocates to the sectors using a model that results in sectors either being included in the portfolio or entirely excluded. The analytical model does not attempt to determine relative weights versus the S&P 500 ® Index weights or relative to other sector weights; it simply seeks to determine whether or not each sector is positioned to produce positive absolute returns. Sectors that are included are equally weighted, with a maximum allocation per sector of 25% at time of rebalancing. When three or fewer sectors are represented, the remainder is allocated to high-quality short-term securities, up to 100%. The fund may invest in a basket of securities to represent a sector if it determines that investment in the ETF for that sector is not feasible or otherwise not in the best interest of the fund. In times of extreme market weakness, the fund has the ability to move partially or fully to high-quality short-term securities.

The subadviser provides the adviser with a model portfolio weekly. The adviser is responsible for final portfolio allocation decisions and for placing all transactions. The adviser monitors the fund’s allocations to the underlying securities and is responsible for rebalancing assets to maintain the target allocations among the underlying ETFs and/or securities, while taking into account any other factors the adviser may deem relevant, such as cash flow and/or timing considerations. The fund may deviate from tracking the Premium AlphaSector Index and/or the model allocation if it is determined that tracking the Index and/or model allocation is likely to violate applicable legal or regulatory restrictions or otherwise result in adverse consequences for the fund.

To the extent the fund invests primarily in ETFs, it will be considered a “fund of funds.” The term “fund of funds” is typically used to describe mutual funds, such as the fund, whose primary investment strategy involves investing in other investment companies, such as ETFs and other mutual funds. Investments in securities of other investment companies, including ETFs, are subject to statutory limitations prescribed in the 1940 Act. Absent an available exemption, a fund may not: (i) acquire more than 3% of the voting securities of any other investment company, (ii) invest more that 5% of its total assets in securities of any one investment company, or (iii) invest more than 10% of its assets in securities of all investment companies. The fund has obtained exemptive relief from the SEC to permit it to invest in affiliated and unaffiliated funds, including ETFs, beyond these statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. The fund may rely on the various exemptive orders to invest in ETFs.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Premium AlphaSector Fund     153   


Table of Contents

Virtus Real Estate Securities Fund

 

Fundamental Investment Objective:

The fund has investment objectives of capital appreciation and income with approximately equal emphasis.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its assets in publicly-traded REITs and companies that are principally engaged in the real estate industry. An issuer is considered principally engaged in the real estate industry if at least 50% of its gross revenues or net profits come from the ownership, development, construction, financing, management or sale of real estate. The fund, however, does not make direct investments in real estate. The fund’s policy of investing 80% of its assets in real estate-related securities may be changed only upon 60 days’ written notice to shareholders.

The fund concentrates its assets in the real estate industry and is non-diversified under federal securities laws.

The fund invests principally in equity REITs. Generally, REITs are publicly-traded companies that manage portfolios of real estate in an effort to earn profits for shareholders through investments in commercial and residential real estate. Equity REITs own real estate directly. The fund may invest in issuers of any capitalization. As of September 30, 2012, the market capitalization range of the issuers in which the fund was invested was $421 million to $56.2 billion.

The subadviser uses a blended approach in its security selection process, combining a pursuit of growth and value. Securities are selected using a two-tiered screening process. First the subadviser screens the universe of eligible securities for those that it believes offer the potential for reasonably-priced initial appreciation, continued dividend growth and that show signs the issuer is an efficient user of capital. Securities that survive this screening are further evaluated based on interviews and fundamental research that focus on the issuer’s strength of management and property, financial and performance reviews.

Securities are evaluated for sale if their market value exceeds the subadviser’s estimated value, if its financial performance is expected to decline or if the subadviser believes the security’s issuer fails to adjust its strategy to the real estate market cycle.

Temporary Defensive Strategy: When the subadviser believes there are extraordinary risks associated with investment in real estate-related securities, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing up to 100% of its assets in short-term investments such as money market instruments, repurchase agreements, certificates of deposits and bankers’ acceptances. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

154    Virtus Real Estate Securities Fund


Table of Contents

Virtus Senior Floating Rate Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of high total return from both current income and capital appreciation.

Principal Investment Strategies:

The fund will pursue its investment objectives primarily through investment in a portfolio of senior floating rate loans (“Senior Loans”) made to U.S. and foreign borrowers that are corporations, partnerships and other business entities (“Borrowers”). Under normal circumstances, the fund will invest at least 80% of its net assets (plus the amount of any borrowings for investment purposes) in a portfolio of Senior Loans. Such loans may be structured to include both term loans, which are generally fully funded at the time of the fund’s investment, and revolving credit facilities or delayed draw term loans, which would require the fund to make additional investments in the loans as required under the terms of the credit facility. The fund’s policy of investing 80% of its assets in a portfolio of Senior Loans may be changed only upon 60 days’ written notice to shareholders.

Senior Loans generally hold the most senior position in the capitalization structure of the Borrower. Interest rates on Senior Loans generally float daily or adjust periodically at a margin above a generally recognized base rate, such as the London Inter-Bank Offered Rate (“LIBOR”), the prime rate offered by one or more major U.S. banks, or the certificate of deposit rate. The fund will purchase Senior Loans primarily through assignments, but may also purchase participation interests in Senior Loans. An assignment represents a portion of a Senior Loan attributable to a lender. With an assignment, the fund becomes a lender for purposes of the underlying loan documentation with the Borrower. Participation interests are issued by a lender or other financial institution and represent a fractional interest in a Senior Loan. With participation interests, the fund does not become a lender under the original loan documentation.

The Fund may invest without limitation and generally intends to invest a substantial portion of its assets in Senior Loans rated below investment grade by established rating agencies ( e.g. , Standard & Poor’s Corporation and Moody’s Investors Service) (also known as junk bonds) or that are unrated but considered by the subadviser to be of comparable quality. The subadviser relies, to a significant degree, on its own credit analysis and analysis performed by third parties, rather than rating agency determinations.

The fund may purchase derivative instruments, including, but not limited to, options, futures contracts, credit linked notes, and swaps.

The fund may invest in subordinated Senior Loans, unsecured Senior Loans, adjustable rate loans, structured notes, fixed-rate obligations and other debt securities.

The fund may invest up to 15% of total assets in U.S. and non-U.S. dollar denominated foreign securities and foreign Senior Loans, including yankee bonds.

The fund may borrow an amount up to 33 1/3% of it total assets (including the amount borrowed). The fund may borrow for investment purposes, to meet repurchase requests and for temporary, extraordinary or emergency purposes. To the extent the fund borrows more money than its cash or short-term cash equivalents and invests the proceeds in Senior Loans, the Fund will create financial leverage. It will do so only when it expects to be able to invest the proceeds at a higher rate of return than its cost of borrowing. The use of borrowing for investment purposes increases both investment opportunity and investment risk.

The subadviser’s investment process is fundamentally driven and employs a value approach. The subadviser seeks to identify attractive industries, themes, and risk levels. The subadviser performs extensive credit and company analysis, i.e. management, loan structure, and financials, in its security selection process, which focuses on higher quality companies within each rating tier. The portfolio construction process utilizes both macro economic and fundamental analysis, and emphasizes portfolio diversification.

Temporary Defensive Strategy: When the subadviser determines that market conditions warrant, the fund may take temporary defensive positions that are inconsistent with its principal investment strategies by investing, without limit, in cash and cash equivalents. In such instances, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

Virtus Senior Floating Rate Fund     155   


Table of Contents

Virtus Wealth Masters Fund

 

Non-Fundamental Investment Objective:

The fund has an investment objective of capital appreciation.

Principal Investment Strategies:

The fund seeks to track the performance of the Horizon Kinetics ISE Wealth Index (ticker: RCH), a public index maintained by Horizon Kinetics, an affiliate of the subadviser, and published by International Securities Exchange, LLC. The index is composed of U.S.-listed companies and equity REITs managed by executives who are among the wealthiest individuals in the United States and have accumulated a substantial amount of their personal wealth through the companies that they manage. The manager believes that companies managed or influenced by individuals who have created significant wealth in their companies will outperform other companies because those managers tend to prioritize creation of long-term shareholder value over the shorter-term considerations that are typical of other corporate management. The fund attempts to replicate the target index by investing all, or substantially all, of its assets in the stocks that make up the index, holding each stock in approximately the same proportion as its weighting in the index.

To be eligible for inclusion in the Index, companies must meet the following criteria:

 

  ·  

The company must have an individual with significant wealth in the company and in a control position that allows for substantial decision making authority (a wealthy individual is defined as a person whose level of personal assets generally exceeds $500 million, as measured by public data)

 

  ·  

The wealth individual must own at least $100 million of the common equity

 

  ·  

The company must be listed on a U.S. exchange

 

  ·  

The company must be an operating company and not a closed-end fund, ETF or limited partnership

 

  ·  

The market capitalization must be in excess of $200 million

 

  ·  

The trailing three month average daily value traded must be greater than $2 million

 

  ·  

In the case of initial public offerings, the component security must have been publicly listed for at least two years

The index is equally weighted and is reviewed and rebalanced quarterly.

Temporary Defensive Strategy: If the subadviser does not believe that market conditions are favorable to the fund’s principal investment strategies, the fund may take temporary defensive positions that are inconsistent with its principal strategies by investing in cash or money market instruments, including, but not limited to, U.S. Government obligations maturing within one year from the date of purchase. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Investment Techniques” for other investment techniques of the fund.

 

156    Virtus Wealth Masters Fund


Table of Contents

More Information About Risks Related to Principal Investment Strategies

 

Each of the funds may not achieve its objectives, and each is not intended to be a complete investment program.

Generally, the value of a fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of such fund’s investments decreases, you will lose money.

Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected and investments may fail to perform as the adviser or subadviser expects. As a result, the value of your shares may decrease.

Specific risks of investing in the funds are identified in the below table and described in detail following the table. For certain funds, the indicated risks apply indirectly through the fund’s investments in other investment companies or closed-end funds.

 

Risks   Virtus
Allocator
Premium
Alpha
Sector
Fund
  Virtus
Alpha-
Sector
Rotation
Fund
  Virtus
Alternatives
Diversifier
Fund
  Virtus
Bond
Fund
 

Virtus
CA Tax-
Exempt

Bond
Fund

  Virtus
Disciplined
Equity Style
Fund
  Virtus
Disciplined
Select Bond
Fund
  Virtus
Disciplined
Select
Country
Fund
  Virtus
Dynamic
Alpha-
Sector
Fund
  Virtus
Emerging
Markets
Debt
Fund
  Virtus
Emerging
Markets
Equity
Income
Fund
 

Virtus
Foreign

Oppor-
tunities
Fund

  Virtus
Global
Commo-
dities
Stock
Fund
 

Virtus
Global

Dividend
Fund

 

Virtus
Global

Oppor-
tunities
Fund

Affiliated Fund           X                                                
Allocation           X                                                
Closed-End Funds                                                            

Discount to NAV

                                                           

Leverage

                                                           

Proxy Voting

                                                           
Commodities Concentration                                                   X        
Commodity and Commodity-Linked Instruments   X       X                                       X        
Convertible Securities                                                            
Correlation to Index       X                                                    
Debt Securities   X       X   X   X       X           X               X    

Call

  X       X   X   X       X           X               X    

Credit

  X       X   X   X       X           X               X    

Interest Rate

  X       X   X   X       X           X               X    

Liquidity

          X               X           X                    

Long-Term Maturities/Durations

              X   X       X           X                    
Derivatives           X                                           X    
Equity REIT Securities           X                                                
Equity Securities   X   X   X           X       X   X       X   X   X   X   X

Growth Stocks

                      X                                   X

Large Market Capitalization Companies

  X   X   X           X       X   X       X   X   X   X   X

Small and Medium Market Capitalization Companies

  X       X           X       X           X   X   X   X   X

Small Market Capitalization Companies

                                                           

Value Stocks

                      X                                    
Exchange-Traded Funds (“ETFs”)   X   X   X           X   X   X   X               X        
Foreign Investing   X       X                   X       X   X   X   X   X   X

Currency Rate

  X       X                   X       X   X   X   X   X   X

Emerging Market Investing

  X       X                           X   X   X   X       X

Equity-Linked Instruments

                                              X           X

Foreign Currency Transactions

                                      X   X                
Fund of Funds   X   X   X           X   X   X                            
Geographic Concentration           X       X                   X   X                
High Yield-High Risk Securities (Junk Bonds)   X       X   X           X           X                    
Income   X       X                                           X    
Industry/Sector Concentration   X   X   X                       X               X   X    
Infrastructure-Related Investment           X                                           X    
Leverage           X                       X                        

 

Virtus Mutual Funds     157   


Table of Contents
Risks   Virtus
Allocator
Premium
Alpha
Sector
Fund
  Virtus
Alpha-
Sector
Rotation
Fund
  Virtus
Alternatives
Diversifier
Fund
  Virtus
Bond
Fund
 

Virtus
CA Tax-
Exempt

Bond
Fund

  Virtus
Disciplined
Equity Style
Fund
  Virtus
Disciplined
Select Bond
Fund
  Virtus
Disciplined
Select
Country
Fund
  Virtus
Dynamic
Alpha-
Sector
Fund
  Virtus
Emerging
Markets
Debt
Fund
  Virtus
Emerging
Markets
Equity
Income
Fund
 

Virtus
Foreign

Oppor-
tunities
Fund

  Virtus
Global
Commo-
dities
Stock
Fund
 

Virtus
Global

Dividend
Fund

 

Virtus
Global

Oppor-
tunities
Fund

Limited Number of Investments                                                            
Loan Participations                                       X                    
Market Volatility   X   X   X   X   X   X   X   X   X   X   X   X   X   X   X
Master Limited Partnership (“MLP”)           X                                           X    
Model Portfolio   X   X               X   X   X   X                        
Mortgage-Backed and Asset-Backed Securities               X                                            
Municipal Bond Market                   X                                        
Non-Diversification           X                           X           X        
Portfolio Turnover   X   X               X   X   X   X                        
Preferred Stock           X                                           X    
Real Estate   X                                                        
Sector Focused Investing                                                            
Short Sales           X                       X                        
Short-Term Investments   X   X                                                    
Tax-Exempt Securities                   X                                        
Tax Liability                   X                                        
Unrated Fixed Income Securities           X       X                   X                    
U.S. Government Securities   X   X       X           X       X   X                    

 

Risks   Virtus
Global
Premium
Alpha
Sector
Fund
  Virtus
Global
Real
Estate
Securities
  Virtus
Greater
Asia
ex  Japan
Oppor-
tunities
Fund
  Virtus
Greater
European-
Oppor-
tunities
Fund
  Virtus
Herzfeld
Fund
  Virtus
High
Yield
Fund
  Virtus
Inter-
national
Equity
Fund
  Virtus
Inter-
national
Real
Estate
Securities
Fund
  Virtus
International
Small-Cap
Fund
  Virtus
Multi-
Sector
Fixed
Income
Fund
  Virtus
Multi-
Sector
Short
Term
Bond
Fund
  Virtus
Premium
Alpha-
Sector
Fund
  Virtus
Real
Estate
Securities
Fund
  Virtus
Senior
Floating
Rate
Fund
  Virtus
Wealth
Masters
Fund
Affiliated Fund                                                            
Allocation                                                            
Closed-End Funds                   X                                        

Discount to NAV

                  X                                        

Leverage

                  X                                        

Proxy Voting

                  X                                        
Commodities Concentration                                                            
Commodity and Commodity-Linked                   X                                        
Convertible Securities                   X                                        
Correlation to Index                                               X           X
Debt Securities                   X   X               X   X           X    

Call

                  X   X               X   X           X    

Credit

                  X   X               X   X           X    

Interest Rate

                  X   X               X   X           X    

Liquidity

                  X                                   X    

Long-Term Maturities/ Durations

                  X   X               X                    
Derivatives                   X                                   X    
Equity REIT Securities       X           X           X                   X       X
Equity Securities   X   X   X   X   X       X   X   X           X   X       X

Growth Stocks

                  X                                        

Large Market Capitalization Companies

  X   X   X   X   X       X   X               X   X       X

Small and Medium Market Capitalization Companies

  X   X   X   X   X       X   X                   X       X

Small Market Capitalization Companies

                  X               X                        

Value Stocks

                  X       X                                
Exchange-Traded Funds (“ETFs”)   X               X                           X            
Foreign Investing   X   X   X   X   X   X   X   X   X   X   X           X    

Currency Rate

  X   X   X   X   X   X   X   X   X   X   X           X    

Emerging Market Investing

  X   X   X   X   X   X   X   X   X   X   X                

Equity-Linked Instruments

          X   X   X                                        

Foreign Currency Transactions

      X           X           X   X                        
Fund of Funds   X               X                           X            

 

158    Virtus Mutual Funds


Table of Contents
Risks   Virtus
Global
Premium
Alpha
Sector
Fund
  Virtus
Global
Real
Estate
Securities
  Virtus
Greater
Asia
ex  Japan
Oppor-
tunities
Fund
  Virtus
Greater
European-
Oppor-
tunities
Fund
  Virtus
Herzfeld
Fund
  Virtus
High
Yield
Fund
  Virtus
Inter-
national
Equity
Fund
  Virtus
Inte-
national
Real
Estate
Securities
Fund
  Virtus
International
Small-Cap
Fund
  Virtus
Multi-
Sector
Fixed
Income
Fund
  Virtus
Multi-
Sector
Short
Term
Bond
Fund
  Virtus
Premium
Alpha-
Sector
Fund
  Virtus
Real
Estate
Securities
Fund
  Virtus
Senior
Floating
Rate
Fund
  Virtus
Wealth
Masters
Fund
Geographic Concentration       X   X   X   X           X                            
High Yield-High Risk Securities (Junk Bonds)                   X   X               X   X           X    
Income                   X                                        
Industry/Sector Concentration   X   X           X   X       X               X   X        
Infrastructure-Related Investment                   X                                        
Leverage                                                       X    
Limited Number of Investments                   X               X                        
Loan Participations                   X                                   X    
Market Volatility   X   X   X   X   X   X   X   X   X   X   X   X   X   X   X
Master Limited Partnership (“MLP”)                   X                                        
Model Portfolio   X                                           X            
Mortgage-Backed and Asset-Backed Securities                   X   X               X   X                
Municipal Bond Market                   X                                        
Non-Diversification       X           X           X                   X        
Portfolio Turnover   X                                           X            
Preferred Stock                   X                                        
Real Estate                   X                                        
Sector Focused Investing                   X                                       X
Short Sales                   X                                        
Short-Term Investments   X               X                           X            
Tax-Exempt Securities                   X                                        
Tax Liability                   X                                        
Unrated Fixed Income Securities                   X                                   X    
U.S. Government Securities   X               X   X               X   X   X            

In order to determine which risks are principal risks for a fund, please refer to the table above.

Affiliated Fund Risk

The fund’s adviser has the authority to select and substitute affiliated and/or unaffiliated mutual funds to serve as underlying funds, which may create a conflict of interest because the adviser receives fees from affiliated funds, some of which pay the adviser more than others. However, as a fiduciary to the fund the adviser is obligated to act in the fund’s best interest when selecting underlying funds.

Allocation Risk

A fund’s investment performance depends, in part, upon how its assets are allocated and reallocated by its adviser. If the fund’s exposure to equities and fixed income securities, or to different asset classes, deviates from the adviser’s intended allocation, or if the fund’s allocation is not optimal for market conditions at a given time, the fund’s performance may suffer.

Closed-End Fund Investment Risk

Investing in closed-end funds involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the fund level may be reduced by the operating expenses and fees of such other closed-end funds, including advisory fees. There can be no assurance that the investment objective of any fund in which the fund invests will be achieved. Closed-end funds are subject to the risks of investing in the underlying securities. The fund, as a holder of the securities of a closed-end fund, will bear its pro rata portion of the closed-end fund’s expenses, including advisory fees. These expenses are in addition to the direct expenses of the fund’s own operations. To the extent the fund invests a portion of its assets in investment company securities, those assets will be subject to the risks of the purchased investment company’s portfolio securities, and a stockholder in the fund will bear not only his proportionate share of the expenses of the fund, but also, indirectly, the expenses of the purchased investment company. The market price of a closed-end fund fluctuates and may be either higher or lower than the NAV of such closed-end fund.

 

Virtus Mutual Funds     159   


Table of Contents
·  

Risk of Market Price Discount from Net Asset Value. Shares of closed-end funds frequently trade at a discount from their net asset value. This characteristic is a risk separate and distinct from the risk that net asset value could decrease as a result of investment activities. Whether the fund will realize gains or losses upon the sale of shares of underlying closed-end funds will depend not upon the underlying closed-end funds’ net asset values, but entirely upon whether the market price of the shares at the time of sale is above or below the purchase price for the shares.

 

·  

Leverage Risk. Closed-end funds may employ the use of leverage in their portfolios through the issuance of preferred stock, borrowing from banks or other methods. While this leverage often serves to increase yield, it also subjects a closed-end fund to increased risks. These risks may include the likelihood of increased price and NAV volatility and the possibility that such closed-end fund’s common stock income will fall if the dividend rate on the preferred shares or the interest rate on any borrowings rises. The use of leverage is premised upon the expectation that the cost of leverage will be lower than the return on the investments made with the proceeds. However, if the income or capital appreciation from the securities purchased with such proceeds is not sufficient to cover the cost of leverage or if the closed-end fund incurs capital losses, the return to common stockholders, such as the fund, will be less than if leverage had not been used. There can be no assurance that a leveraging strategy will be successful during any period in which it is employed.

 

·  

Proxy Voting. To comply with provisions of the 1940 Act, on any matter upon which stockholders of a closed-end fund in which the fund has invested are solicited to vote, the fund’s investment adviser will vote such shares in the same general proportion as shares held by other stockholders of such closed-end fund or seek instructions from the fund’s stockholders with regard to the voting on such matter. Compliance with such provisions regarding its voting of proxies may cause the fund to incur additional costs. In addition, if the fund votes its proxies in the same general proportion as shares held by other stockholders, the fund may be required to vote contrary to that which the adviser believes is in the fund’s best interests in light of its investment objective and strategy.

Strategies may be employed by an underlying investment company that, under certain circumstances, has the effect of reducing its share price and the fund’s proportionate interest. These include rights offerings in which the fund does not subscribe. However, the fund would subscribe only when the subadviser believes participation is consistent with pursuing the fund’s investment objective.

Commodities Concentration Risk

The value of the investments of a fund that focuses its investments in a particular industry or market sector, such as commodities and commodities-related companies, will be highly sensitive to financial, economic, political and other developments affecting that industry or market sector, and conditions that negatively impact that industry or market sector will have a greater impact on the fund as compared with a fund that does not have its holdings concentrated in a particular industry or market sector. Events negatively affecting commodities and commodities-related companies in which the fund has invested are therefore likely to cause the value of the fund’s shares to decrease, perhaps significantly.

Commodity and Commodity-Linked Instruments Risk

Investments by a fund in commodities or commodity-linked instruments may subject the fund’s portfolio to greater volatility than investments in traditional securities. The value of commodity-linked instruments may be affected by overall market movements, changes in interest rates or factors affecting a particular industry or commodity, such as drought, floods, weather, livestock disease, embargoes, tariffs and international economic, political and regulatory developments. Individual commodity prices can fluctuate widely over short time periods. Commodity investments typically do not have dividends or income and are dependent on price movements to generate returns. Commodity price movements can deviate from equity and fixed income price movements. The means by which a fund seeks exposure to commodities, both directly and indirectly through derivatives, may be limited by the fund’s intention to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended.

Convertible Securities Risk

Convertible securities are bonds, debentures, notes, preferred stock, rights, warrants or other securities that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price or formula. A convertible security generally

 

160    Virtus Mutual Funds


Table of Contents

entitles the holder to receive interest paid or accrued on debt securities or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. If a convertible security is called for redemption, the respective fund may have to redeem the security, convert it into common stock or sell it to a third party at a price and time that is not beneficial for the fund. The value of convertible securities tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying securities. Securities convertible into common stocks may have higher yields than common stocks but lower yields than comparable nonconvertible securities.

Debt Securities Risk

Debt securities are subject to various risks, the most prominent of which are credit risk and interest rate risk. These risks can affect a security’s price volatility to varying degrees, depending upon the nature of the instrument. Risks associated with investing in debt securities include the following:

 

·  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk. Senior Floating Rate Fund: Generally, Senior Loans are less susceptible to this risk than certain other types of fixed income securities, because the payment of principal and interest on Senior Loans will take precedence over other payment obligations of the borrower.

 

·  

Interest Rate Risk. The values of debt securities usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instrument’s value usually will not affect the amount of interest income paid to the fund, but will affect the value of the fund’s shares. Interest rate risk is generally greater for investments with longer maturities.

Certain securities pay interest at variable or floating rates. Variable rate securities reset at specified intervals, while floating rate securities reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change.

Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.

 

·  

Limited Voting Rights. Debt securities typically do not provide any voting rights, except in cases when interest payments have not been made and the issuer is in default.

 

·  

Liquidity. Certain debt securities may be substantially less liquid than many other securities, such as U.S. Government securities or common stocks.

 

·  

Long-Term Maturities/Durations Risk. The risk that fixed income securities with longer maturities or durations may be subject to greater price fluctuations due to interest rate, tax law, and general market changes than securities with shorter maturities or durations.

 

·  

Redemption Risk. Debt securities sometimes contain provisions that allow for redemption in the event of tax or security law changes, in addition to call features at the option of the issuer. In the event of a redemption, a fund may not be able to reinvest the proceeds at comparable rates of return.

Depositary Receipts

Certain funds may invest in American Depositary Receipts (ADRs) sponsored by U.S. banks, European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), ADRs not sponsored by U.S. banks, other types of depositary receipts (including non-voting depositary receipts), and other similar instruments representing securities of foreign companies.

 

Virtus Mutual Funds     161   


Table of Contents

Although certain depositary receipts may reduce or eliminate some of the risks associated with foreign investing, these types of securities generally are subject to many of the same risks as direct investment in securities of foreign issuers.

Derivatives Risk

A fund may enter into derivative transactions (contracts whose value is derived from the value of an underlying asset, index or rate) including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The fund may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. The fund may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.

Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject a fund to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadviser’s ability to correctly predict the movement of the underlying asset prices, indexes or rates. A fund’s use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the fund or its adviser to comply with particular regulatory requirements.

Equity REIT Securities Risk

REITs are financial vehicles that pool investor capital to purchase or finance real estate. Equity REITs invest primarily in direct ownership or lease of real property, and they derive most of their income from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value. Investing in equity REITs and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are typically small or medium market capitalization companies, and they are subject to management fees and other expenses. A fund that invests in REITs and REIT-like entities will bear its proportionate share of the costs of the REITs’ and REIT-like entities’ operations. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax-free pass-through of income. Also, because REITs and REIT-like entities typically are invested in a limited number of projects or in a particular market segment, these entities are more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. In the event of a default by a borrower or lessee, a REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, investment in REITs could cause the fund to possibly fail to qualify as a regulated investment company, depending upon the nature of dividends received by the fund.

Equity Securities Risk

Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to “stock market risk,” meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the fund goes down, the value of the fund’s shares will be affected.

 

·  

Growth Stocks. Growth stocks can react differently to issuer, political, market, and economic developments than the market as a whole and other types of stocks. Growth stocks also tend to be more expensive relative to their earnings or assets compared to other types of stocks, and as a result they tend to be sensitive to changes in their earnings and more volatile than other types of stocks.

 

·  

Large Market Capitalization Companies. The value of investments in larger companies may not rise as much as smaller companies, or that larger companies may be unable to respond quickly to competitive challenges, such as changes in technology and consumer tastes.

 

162    Virtus Mutual Funds


Table of Contents
·  

Small and Medium Market Capitalization Companies. Small-and medium-sized companies often have narrower markets, fewer products or services to offer, and more limited managerial and financial resources than larger, more established companies. As a result, the performance of small-and medium-sized companies may be more volatile, and may face a greater risk of business failure, which could increase the volatility and risk of loss to a fund.

 

·  

Small Market Capitalization Companies. Small companies often have narrower markets, fewer products or services to offer, and more limited managerial and financial resources than larger, more established companies. As a result, the performance of small companies may be more volatile, and may face a greater risk of business failure, which could increase the volatility and risk of loss to the fund.

 

·  

Value Stocks. There is the a possibility that a fund’s focus on value investing will cause the fund to underperform when value investing is out of favor, or that investments in companies whose securities are believed to be undervalued, do not appreciate as anticipated. Value investing may increase the volatility of the fund’s share price.

Exchange-Traded Funds (ETFs) Risk

ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that fund shareholders indirectly bear; such expenses may exceed the expenses the fund would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.

Foreign Investing Risk

Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.

In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.

 

·  

Currency Rate Risk. Because the foreign securities in which a fund invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the fund’s shares is calculated in U.S. dollars, it is possible for the fund to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the fund’s holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the fund’s holdings in foreign securities.

 

·  

Emerging Market Investing Risk. The risks of foreign investments are generally greater in countries whose markets are still developing than they are in more developed markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. They may also have policies that restrict investment by foreigners, or that prevent foreign investors from withdrawing their money at will. Certain emerging markets may also face other significant internal or external risks, including the risk of war and civil unrest. For all of these reasons, investments in emerging markets may be considered speculative.

 

Virtus Mutual Funds     163   


Table of Contents

To the extent that a fund invests a significant portion of its assets in a particular emerging market, the fund will be more vulnerable to financial, economic, political and other developments in that country, and conditions that negatively impact that country will have a greater impact on the fund as compared with a fund that does not have its holdings concentrated in a particular country.

 

·  

Equity-Linked Instruments. Equity-linked instruments are instruments of various types issued by financial institutions or special purpose entities located in foreign countries to provide the synthetic economic performance of a referenced equity security, including benefits from dividends and other corporate actions, but without certain rights of direct investment in the referenced securities, such as voting rights. In addition to the market and other risks of the referenced equity security, equity-linked instruments involve counterparty risk, which includes the risk that the issuing entity may not be able to honor its financial commitment. Equity-linked instruments have no guaranteed return of principal and may experience a return different from the referenced equity security . Typically, a fund will invest in equity-linked instruments in order to obtain exposure to certain countries in which it does not have local accounts.

 

·  

Foreign Currency Transactions. A fund may engage in foreign currency transactions, including foreign currency forward contracts, options, swaps and other similar strategic transactions in connection with its investments in securities of non-U.S. companies. These transactions are designed to hedge the fund’s exposure to foreign currency risks; however, such investments may not prove successful or may have the effect of limiting gains from favorable market movements.

Fund of Funds Risk

Achieving a fund’s objective will depend on the performance of the underlying mutual funds, which depends on the particular securities in which the underlying mutual funds invest. Indirectly, the fund is subject to all risks associated with the underlying mutual funds. Since a fund’s performance depends on that of each underlying mutual fund, it may be subject to increased volatility.

Assets invested in other mutual funds incur a layering of expenses, including operating costs, advisory fees and administrative fees that you, as a shareholder in the fund, indirectly bear. Such fees and expenses may exceed the fees and expenses the fund would have incurred if it invested in the underlying fund’s assets directly. As the underlying funds or a fund’s allocations among the underlying funds change from time to time, or to the extent that the expense ratio of the underlying funds changes, the weighted average operating expenses borne by the fund may increase or decrease. If a fund invests in closed-end funds, it may incur added expenses such as additional management fees and trading costs and additional risks associated with trading at a discount to NAV and use of leverage.

The underlying funds may change their investment objective or policies without the approval of the fund, and the fund might be forced to withdraw its investment from the underlying fund at a time that is unfavorable to the fund.

Each underlying fund may be subject to risks other than those described because the types of investments made by an underlying fund can change over time. For further description of the risks associated with the underlying funds, please consult the underlying funds’ prospectus.

Futures and Options Risk

Futures and options involve market risk in excess of their value. The use of futures or options may result in larger losses or smaller gains than the use of more traditional investments. The prices of futures and options and the price movements of the securities that the future or option is intended to simulate may not correlate well, and the fund’s success in using futures and options will be dependent upon the subadviser’s ability to correctly predict such price movements.

Liquidity of futures and options markets can be adversely affected by market factors, and the prices of such securities may move in unexpected ways. If a fund cannot close out a futures position, it may be compelled to continue to make daily cash payments to the broker to meet margin requirements, thus increasing transaction costs. Generally, there are more speculators in futures and options markets than general securities markets, which can result in price distortions.

 

164    Virtus Mutual Funds


Table of Contents

Geographic Concentration Risk

The value of the investments of a fund that focuses its investments in a particular geographic location will be highly sensitive to financial, economic, political and other developments affecting the fiscal stability of that location, and conditions that negatively impact that location will have a greater impact on the fund as compared with a fund that does not have its holdings similarly concentrated. Events negatively affecting such location are therefore likely to cause the value of the fund’s shares to decrease, perhaps significantly.

High Yield-High Risk Fixed Income Securities (Junk Bonds) Risk

Securities rated “BB” or below by S&P or “Ba” or below by Moody’s are known as “high yield” securities and are commonly referred to as “junk bonds”. Such securities entail greater price volatility and credit and interest rate risk than investment grade securities. Analysis of the creditworthiness of high yield-high risk issuers is more complex than for higher-rated securities, making it more difficult for the subadviser to accurately predict risk. There is a greater risk with high yield-high risk fixed income securities that an issuer will not be able to make principal and interest payments when due. If a fund pursues missed payments, there is a risk that fund expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative.

Income Risk

The income shareholders receive from a fund is based primarily on the dividends and interest the fund earns from its investments, which can vary widely over the short- and long-term. If prevailing market interest rates drop, distribution rates of the fund’s preferred stock holdings and any bond holdings could drop as well. The fund’s income also would likely be affected adversely when prevailing short-term interest rates increase. For investments in inflation-protected treasuries (TIPS), income may decline due to a decline in inflation (or deflation) or due to changes in inflation expectations.

Industry/Sector Concentration Risk

The value of the investments of a fund that focuses its investments in a particular industry or market sector will be highly sensitive to financial, economic, political and other developments affecting that industry or market sector, and conditions that negatively impact that industry or market sector will have a greater impact on the fund as compared with a fund that does not have its holdings similarly concentrated. Events negatively affecting the industries or market sectors in which a fund has invested are therefore likely to cause the value of the fund’s shares to decrease, perhaps significantly.

Infrastructure-Related Investment Risk

Infrastructure-related entities are subject to a variety of factors that may adversely affect their business or operations including high interest costs in connection with capital construction programs, costs associated with environmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Additionally, infrastructure-related entities may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers, service interruption due to environmental, operational or other mishaps and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards.

 

Virtus Mutual Funds     165   


Table of Contents

Leverage Risk

When a fund makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When a fund uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the fund. The value of the shares of a fund employing leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the fund to pay interest.

Limited Number of Investments Risk

The risk that a fund’s portfolio will be more susceptible to factors adversely affecting issuers of securities in the fund’s portfolio than would a fund holding a greater number of securities.

Liquidity Risk

Certain securities in which a fund invests may be difficult to sell at the time and price beneficial to the fund, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the fund may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the fund to incur expenses in addition to those normally associated with the sale of a security.

Loan Participations

A loan participation agreement involves the purchase of a share of a loan made by a bank to a company in return for a corresponding share of borrower’s principal and interest payments. The principal credit risk associated with acquiring loan participation interests is the credit risk associated with the underlying corporate borrower. There is also a risk that there may not be a readily available market for loan participation interests and, in some cases, this could result in a fund disposing of such securities at a substantial discount from face value or holding such securities until maturity.

Market Volatility Risk

The risk that the value of the securities in which a fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

Instability in the financial markets has led to volatile financial markets that expose a fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government has taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude a fund’s ability to achieve its investment objective.

Master Limited Partnership (MLP) Risk

An investment in MLP units involves some risks that differ from an investment in the common stock of a corporation. Holders of MLP units have limited control on matters affecting the partnership. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. The fees that MLPs charge for transportation of oil and gas products through their pipelines are subject to government regulation, which could negatively impact the revenue stream. Investing in MLPs also involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. These include the risk of environmental incidents, terrorist attacks, demand destruction from high commodity prices, proliferation of alternative energy sources, inadequate supply of external capital, and conflicts of interest with the general partner. The benefit derived from a fund’s investment in MLPs is largely dependent on the MLPs being treated as partnerships for federal income tax purposes, so any change to this status would adversely affect the price of the MLP units.

 

166    Virtus Mutual Funds


Table of Contents

Model Portfolio Risk

Certain funds rely heavily on quantitative models, which are constructed using information and data supplied by third-party vendors. When a model proves to be incorrect or incomplete, any decisions made in reliance thereon expose the fund to potential risks. The success of relying on such models may depend on the accuracy and reliability of historical data supplied by third-party vendors. All models rely on correct market data inputs. If incorrect market data is entered into even a well-founded model, the resulting information will be incorrect. However, even if market data is inputted correctly, “model prices” will often differ substantially from market prices, especially for securities with complex characteristics such as derivative securities, or may perform differently from their expected performance for many reasons, including factors used in building the quantitative analytical framework, the weights placed on each factor, and changing sources of market returns.

Use of a model does not guarantee any particular results. The rebalancing techniques used by the fund’s subadviser may result in a higher portfolio turnover rate and related expenses compared to traditional “buy and hold” or index fund strategies. A higher portfolio turnover rate increases the likelihood of higher gains or losses for investors. In addition, others may attempt to utilize public information related to the fund’s investment strategy in a way that may affect performance.

Mortgage-Backed and Asset-Backed Securities Risk

Mortgage-backed securities represent interests in pools of residential mortgage loans purchased from individual lenders by a Federal agency or originated and issued by private lenders. Asset-backed securities represent interests in pools of underlying assets such as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. These two types of securities share many of the same risks.

The impairment of the value of collateral or other assets underlying a mortgage-backed or asset-backed security, such as that resulting from non-payment of loans, may result in a reduction in the value of such security and losses to a fund.

Early payoffs in the loans underlying such securities may result in a fund receiving less income than originally anticipated. The variability in prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, a fund may be required to invest proceeds at lower interest rates, causing the fund to earn less than if the prepayments had not occurred. Conversely, rising interest rates may cause prepayments to occur at a slower than expected rate, which may effectively change a security that was considered short- or intermediate-term into a long-term security. Long-term securities tend to fluctuate in value more widely in response to changes in interest rates than shorter-term securities.

Municipal Bond Market Risk

The amount of public information available about municipal bonds is generally less than that of corporate equities or bonds, and the investment performance of a fund may be more dependent on the analytical abilities of the investment adviser than would be the case for a fund that does not invest in municipal bonds. The secondary market for municipal bonds also tends to be less well-developed and less liquid than many other securities markets, which may adversely affect the fund’s ability to sell its bonds at attractive prices. In addition, municipal obligations can experience downturns in trading activity, and the supply of municipal obligations may exceed the demand in the market. During such periods, the spread can widen between the price at which an obligation can be purchased and the price at which it can be sold. Less liquid obligations can become more difficult to value and be subject to erratic price movements. Economic and other events (whether real or perceived) can reduce the demand for certain investments or for investments generally, which may reduce market prices and cause the value of the fund’s shares to fall. The frequency and magnitude of such changes cannot be predicted. A fund may invest in municipal obligations that do not appear to be related, but in fact depend on the financial rating or support of a single government unit, in which case, events that affect one of the obligations will also affect the others and will impact the fund’s portfolio to a greater degree than if the fund’s investments were not so related. The increased presence of non-traditional participants in the municipal markets may lead to greater volatility in the markets.

 

Virtus Mutual Funds     167   


Table of Contents

Non-Diversification Risk

A non-diversified investment company is not limited in the proportion of assets that it may invest in the securities of any one issuer. If the fund takes concentrated positions in a small number of issuers, the fund may be more susceptible to the risks associated with those issuers, or to a single economic, political, regulatory or other event affecting those issuers.

Preferred Stock Risk

Preferred stocks may provide a higher dividend rate than the interest yield on debt securities of the same issuer, but are subject to greater risk of fluctuation in market value and greater risk of non-receipt of income. Unlike interest on debt securities, dividends on preferred stocks must be declared by the issuer’s board of directors before becoming payable. Preferred stocks are in many ways like perpetual debt securities, providing a stream of income but without stated maturity date. Because they often lack a fixed maturity or redemption date, preferred stocks are likely to fluctuate substantially in price when interest rates change. Such fluctuations generally are comparable to or exceed those of long-term government or corporate bonds (those with maturities of fifteen to thirty years). Preferred stocks have claims on assets and earnings of the issuer that are subordinate to the claims of all creditors but senior to the claims of common stockholders. A preferred stock rating differs from a bond rating because it applies to an equity issue which is intrinsically different from, and subordinated to, a debt issue. Preferred stock ratings generally represent an assessment of the capacity and willingness of an issuer to pay preferred stock dividends and any applicable sinking fund obligations. Preferred stock also may be subject to optional or mandatory redemption provisions, and may be significantly less liquid than many other securities, such as U.S. Government securities, corporate debt or common stock.

Real Estate Investment Risk

Investing in companies that invest in real estate (“Real Estate Companies”) exposes a fund to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which Real Estate Companies are organized and operated. Real estate is highly sensitive to general and local economic conditions and developments, and characterized by intense competition and periodic overbuilding. Real Estate Companies may lack diversification due to ownership of a limited number of properties and concentration in a particular geographic region or property type.

Investing in equity REITs and REIT-like entities involves certain unique risks in addition to those risks associated with investing in the real estate industry in general. REITs and REIT-like entities are typically small or medium market capitalization companies, and they are subject to management fees and other expenses. A fund that invests in REITs and REIT-like entities will bear its proportionate share of the costs of the REITs’ and REIT-like entities’ operations. REITs and REIT-like entities are dependent upon management skill, may not be diversified, and are subject to heavy cash flow dependency and self-liquidation. REITs and REIT-like entities also are subject to the possibility of failing to qualify for tax-free pass-through of income. Also, because REITs and REIT-like entities typically are invested in a limited number of projects or in a particular market segment, these entities are more susceptible to adverse developments affecting a single project or market segment than more broadly diversified investments. In the event of a default by a borrower or lessee, a REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, investment in REITs could cause a fund to possibly fail to qualify as a regulated investment company, depending upon the nature of dividends received by the fund.

Sector Focused Investing Risk

The value of the investments of a fund that focuses its investments in a particular market sector will be highly sensitive to financial, economic, political and other developments affecting that market sector, and conditions that negatively impact that market sector will have a greater impact on the fund as compared with a fund that does not have its holdings similarly focused. Events negatively affecting the market sectors in which a fund has invested are therefore likely to cause the value of the fund’s shares to decrease, perhaps significantly.

Short Sales Risk

A fund may engage in short sales, which are transactions in which a fund sells a security that it does not own (or that it owns but does not intend to deliver) in anticipation that the price of the security will decline. In order to establish a short position in a security, a fund must first borrow the security from a broker or other institution to complete the sale. The

 

168    Virtus Mutual Funds


Table of Contents

fund may not always be able to borrow a security, or to close out a short position at a particular time or at an acceptable price. If the price of the borrowed security increases between the date of the short sale and the date on which the fund replaces the security, the fund may experience a loss. A fund’s loss on a short sale is limited only by the maximum attainable price of the security (which could be limitless) less the price the fund received for the security at the time it was borrowed. When engaging in short sales, the fund will transact with a prime broker. In the event that the prime broker becomes insolvent, the fund may be unable to settle pending short sales, engage in additional short sales and/or access its assets that are held by the broker, for a period of time.

Short-Term Investments

A fund may invest in short-term investments, which may include money market instruments, repurchase agreements, certificates of deposits and bankers’ acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.

Tax-Exempt Securities Risk

The risk that tax-exempt securities may not provide a higher after-tax return than taxable securities.

Tax Liability Risk

The risk that distributions by a fund become taxable to shareholders as ordinary income due to noncompliant conduct by a municipal bond issuer, unfavorable changes in federal or state tax laws, or adverse interpretations of tax laws by applicable tax authorities. Such adverse interpretations or actions could cause interest from a security to become taxable, possibly retroactively, subjecting shareholders to increased tax liability. In addition, such adverse interpretations or actions could cause the value of a security, and therefore the value of a fund’s shares, to decline.

Unrated Fixed Income Securities Risk

A fund’s subadviser has the authority to make determinations regarding the quality of such securities for the purposes of assessing whether they meet the fund’s investment restrictions. However, analysis of unrated securities is more complex than that of rated securities, making it more difficult for the subadviser to accurately predict risk. Unrated fixed income securities may not be lower in quality than rated securities, but due to their perceived risk they may not have as broad a market as rated securities, making it more difficult to sell unrated securities.

U.S. Government Securities Risk

Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities and backed by the full faith and credit of the United States only guarantee principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of fund shares will increase, and in fact, the market values of such obligations may fluctuate. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States; some are the obligation solely of the entity through which they are issued. There is no guarantee that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so by law.

Management of the Funds

 

The Adviser

Virtus Investment Advisers, Inc. (“VIA”) is the investment adviser to the funds and is located at 100 Pearl Street, Hartford, CT 06103. VIA acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of September 30, 2012, VIA had approximately $27.4 billion in assets under management. VIA has acted as an investment adviser for over 70 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), a publicly traded multi-manager asset management business.

Subject to the direction of the fund’s Board of Trustees, VIA is responsible for managing the funds’ investment programs and for the general operations of the funds, including oversight of the funds’ subadvisers, and for certain of the funds, recommending their hiring, termination and replacement.

 

Virtus Mutual Funds     169   


Table of Contents

VIA has appointed and oversees the activities of each of the subadvisers for the funds as follows. Each subadviser manages the investments of that fund (except Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Dynamic AlphaSector Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund, for which F-Squared Alternative Investments, LLC (“F-Squared Alternative”) and F-Squared Institutional are limited services subadvisers).

 

Virtus Allocator Premium AlphaSector Fund    Euclid and F-Squared Institutional
Virtus AlphaSector Rotation Fund    Euclid and F-Squared Institutional
Virtus Alternatives Diversifier Fund    Euclid
Virtus Bond Fund    Newfleet Asset Management, LLC (“Newfleet”)
Virtus CA Tax-Exempt Bond Fund    Newfleet
Virtus Disciplined Equity Style Fund    Newfound Investments, LLC (“Newfound”)
Virtus Disciplined Select Bond Fund    Newfound
Virtus Disciplined Select Country Fund    Newfound
Virtus Dynamic AlphaSector Fund    Euclid and F-Squared Alternative
Virtus Emerging Markets Debt Fund    Newfleet
Virtus Emerging Markets Equity Income Fund    Kleinwort Benson Investors International, Ltd. (“KBI”)
Virtus Foreign Opportunities Fund    Vontobel Asset Management, Inc. (“Vontobel”)
Virtus Global Commodities Stock Fund    BMO Asset Management Corp. (“BMO AM”) and Coxe Advisors, LLP (“Coxe”) (sub-subadviser)
Virtus Global Dividend Fund    Duff & Phelps Investment Management Co. (“Duff & Phelps”)
Virtus Global Opportunities Fund    Vontobel
Virtus Global Premium AlphaSector Fund    Euclid and F-Squared Institutional
Virtus Global Real Estate Securities Fund    Duff & Phelps
Virtus Greater Asia ex Japan Opportunities Fund    Vontobel
Virtus Greater European Opportunities Fund    Vontobel
Virtus Herzfeld Fund    Thomas J. Herzfeld Advisors, Inc. (“Herzfeld”)
Virtus High Yield Fund    Newfleet
Virtus International Equity Fund    Pyrford International Ltd. (“Pyrford”)
Virtus International Real Estate Securities Fund    Duff & Phelps
Virtus International Small-Cap Fund    Kayne Anderson Rudnick Investment Management, LLC (“Kayne”)
Virtus Multi-Sector Fixed Income Fund    Newfleet
Virtus Multi-Sector Short Term Bond Fund    Newfleet
Virtus Premium AlphaSector Fund    Euclid and F-Squared Institutional
Virtus Real Estate Securities Fund    Duff & Phelps
Virtus Senior Floating Rate Fund    Newfleet
Virtus Wealth Masters Fund    Horizon Asset Management, LLC (“Horizon”)

 

170    Virtus Mutual Funds


Table of Contents

Management Fees

Each fund, except Virtus Alternatives Diversifier Fund, pays VIA an investment management fee that is accrued daily against the value of the fund’s net assets at the following annual rates. Virtus Alternatives Diversifier Fund does not pay an investment management fee.

 

Virtus Premium AlphaSector Fund    1.10%

 

     First $1 billion    Over $1 billion
Virtus AlphaSector Rotation Fund    0.45%    0.40%
Virtus Bond Fund    0.45%    0.40%
Virtus Emerging Markets Debt Fund    0.75%    0.70%
Virtus Emerging Markets Equity Income Fund    1.05%    1.00%
Virtus Greater Asia ex Japan Opportunities Fund    1.00%    0.95%
Virtus Greater European Opportunities Fund    0.85%    0.80%
Virtus Herzfeld Fund    1.00%    0.95%
Virtus International Small-Cap Fund    1.00%    0.95%
Virtus Wealth Masters Fund    0.85%    0.80%

 

     First $1 billion    $1+ billion
through $2 billion
   Over $2 billion
Virtus CA Tax-Exempt Bond Fund    0.45%    0.40%    0.35%
Virtus Global Commodities Stock Fund    1.00%    0.95%    0.90%
Virtus Global Dividend Fund    0.65%    0.60%    0.55%
Virtus Global Opportunities Fund    0.85%    0.80%    0.75%
Virtus Global Real Estate Securities Fund    0.85%    0.80%    0.75%
Virtus High Yield Fund    0.65%    0.60%    0.55%
Virtus International Real Estate Securities Fund    1.00%    0.95%    0.90%
Virtus Multi-Sector Fixed Income Fund    0.55%    0.50%    0.45%
Virtus Multi-Sector Short Term Bond Fund    0.55%    0.50%    0.45%
Virtus Real Estate Securities Fund    0.75%    0.70%    0.65%
Virtus Senior Floating Rate Fund    0.60%    0.55%    0.50%

 

     First $2 billion    $2+ billion
through $4 billion
   Over $4 billion
Virtus Allocator Premium AlphaSector Fund    1.10%    1.05%    1.00%
Virtus Disciplined Equity Style Fund    1.00%    0.95%    0.90%
Virtus Disciplined Select Bond Fund    0.80%    0.75%    0.70%
Virtus Disciplined Select Country Fund    1.10%    1.05%    1.00%

 

Virtus Mutual Funds     171   


Table of Contents
     First $2 billion    $2+ billion
through $4 billion
   Over $4 billion
Virtus Foreign Opportunities Fund    0.85%    0.80%    0.75%
Virtus Global Premium AlphaSector Fund    1.10%    1.05%    1.00%
Virtus International Equity Fund    0.85%    0.80%    0.75%

Virtus Dynamic AlphaSector Fund pays VIA an investment management fee that is accrued daily at an annual base rate of 1.50% of the first $1 billion of the fund’s average daily Managed Assets and 1.40% of the fund’s average daily Managed Assets of the fund exceeding $1 billion. “Managed Assets” means the total assets of the fund, including any assets attributable to borrowings, minus the fund’s accrued liabilities other than such borrowings. This fee is subject to a performance adjustment in accordance with a rate schedule (the “fulcrum fee”). The performance adjustment increases or decreases the management fee based on how well the fund has performed relative to the S&P 500 ® Index (the “Index”). The fee rate will be adjusted by adding or subtracting 0.10% (10 basis points) for each 1.00% of absolute performance by which the fund’s performance exceeds or lags that of the Index. The maximum performance adjustment is plus or minus 1.00% (100 basis points), which would occur if the fund performed 10 percentage points better or worse than the Index.

Performance is measured for purposes of the performance adjustment over the most recent 36-month period ( i.e. , a rolling 36-month period), consisting of the current month for which performance is available plus the previous 35 months. This comparison will be made, and the advisory fee adjusted, at the end of each month. During the period from February 6, 2012 (the date on which the investment management fee was amended to include the performance adjustment) to February 5, 2013, no performance adjustment will apply, and the fund will pay the base fee as it currently does. VIA will be entitled to receive a performance adjustment only after completion of this initial twelve-month period. Beginning on February 6, 2013, the performance adjustment will be calculated based upon the cumulative performance period since February 6, 2012; after 36 months have elapsed since that date, the fund will begin calculating the performance adjustment based upon the most recent 36-month period on a rolling basis. In calculating the fund’s investment management fee when the performance adjustment applies, the fee rate as adjusted will be multiplied by the fund’s average daily Managed Assets over the same time period used to determine the level of the adjustment (generally, a rolling 36-month period, as set forth above).

Any performance adjustment will be based upon the fund’s performance compared to the performance of the Index. A performance adjustment will not be based on whether the fund’s absolute performance is positive or negative, but rather based on whether the fund’s performance is better or worse than the performance of the Index. The fund could therefore pay a performance adjustment for positive relative performance even if the fund’s shares decrease in value, so long as the fund’s performance exceeds that of the Index.

In its last fiscal year, those funds that had been in operation for at least one year paid fees to the adviser at the following percentage of average net assets:

 

Virtus Allocator Premium AlphaSector Fund      1.10%
Virtus AlphaSector Rotation Fund      0.45%
Virtus Bond Fund      0.45%
Virtus CA Tax-Exempt Bond Fund      0.45%
Virtus Dynamic AlphaSector Fund*      1.83%
Virtus Foreign Opportunities Fund      0.85%
Virtus Global Commodities Stock Fund      1.00%
Virtus Global Dividend Fund      0.65%
Virtus Global Opportunities Fund      0.85%

 

172    Virtus Mutual Funds


Table of Contents
Virtus Global Premium AlphaSector Fund      1.10%
Virtus Global Real Estate Securities Fund      0.85%
Virtus Greater Asia in Japan Opportunities Fund      1.00%
Virtus Greater European Opportunities Fund      0.85%
Virtus High Yield Fund      0.65%
Virtus International Equity Fund      0.85%
Virtus International Real Estate Securities Fund      1.00%
Virtus Multi-Sector Fixed Income Fund      0.55%
Virtus Multi-Sector Short Term Bond Fund      0.48%
Virtus Premium AlphaSector Fund      1.10%
Virtus Real Estate Securities Fund      0.74%
Virtus Senior Floating Rate Fund      0.60%

* Fees reflect rates paid under previous fee schedules.

The Subadvisers

BMO AM (formerly Harris Investment Management, Inc.) is located at 115 South LaSalle Street, 11th Floor, P.O. Box 755, Chicago, IL 60603. BMO AM has been an investment adviser since 1989. BMO AM is a wholly-owned subsidiary of BMO Financial Corp., which is wholly owned by Bank of Montreal, a publicly-held Canadian diversified financial services company. As of September 30, 2012, Harris had approximately $32 billion in assets under management.

Duff & Phelps, an affiliate of VIA, is located at 200 South Wacker Drive, Suite 500, Chicago, IL 60606. Duff & Phelps acts as subadviser to mutual funds and as adviser or subadviser to closed-end mutual funds and to institutional clients. Duff & Phelps (together with its predecessor) has been in the investment advisory business for more than 70 years. As of September 30, 2012, Duff & Phelps had approximately $9.1 billion in assets under management on a discretionary basis.

Euclid, an affiliate of VIA, is located at 100 Pearl Street, Hartford, CT 06103. Euclid serves as subadviser to mutual funds. As subadviser to Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund, Euclid is responsible for determining final allocations and trading decisions following receipt of F-Squared Alternative’s and F-Squared Institutional’s investment recommendations. As of September 30, 2012, Euclid had approximately $5.8 billion in assets under management.

F-Squared Alternative is located at 2221 Washington Street, Suite 201, Newton, MA 02462. F-Squared Alternative has been an investment adviser since 2011 and provides investment management and advisory services to institutional and separately managed accounts. As of September 30, 2012, F-Squared Alternative had approximately $14 million             in assets under management or advisement.

F-Squared Institutional is located at 2221 Washington Street, Suite 201, Newton, MA 02462. F-Squared Institutional has been an investment adviser since 2010 and provides investment management and advisory services to institutional and separately managed accounts. As of September 30, 2012, F-Squared Institutional had approximately $5.3 billion in assets under management or advisement.

Herzfeld is located at 119 Washington Street, Suite 504, Miami, FL 33139. Herzfeld has specialized in the closed-end fund industry since its founding in 1984. As of September 30, 2012, Herzfeld had $153 million in assets under management.

 

Virtus Mutual Funds     173   


Table of Contents

Horizon is located at 470 Park Avenue South, New York, NY 10016 and has been an investment adviser since 1994. Horizon is owned by Horizon Kinetics, LLC (“Horizon Kinetics”), an independently owned and operated firm formed in May 2011. As of September 30, 2012, Horizon Kinetics had approximately $7.1 billion in assets under management.

Kayne, an affiliate of VIA, is located at 1800 Avenue of the Stars, 2 nd Floor, Los Angeles, CA 90067. Kayne acts as subadviser to mutual funds and as investment adviser to institutions and individuals. As of September 30, 2012, Kayne had approximately $6.7 billion in assets under management.

KBI is located at One Rockefeller Plaza, 32 nd Floor, New York, NY 10020 and has been a registered investment adviser since 2001 As of September 30, 2012, KBI has $4.3 billion in assets under management.

Newfleet, an affiliate of VIA, has locations at 909 Montgomery Street, San Francisco, CA 94133 and 100 Pearl Street, Hartford, CT 06103. Newfleet acts as subadviser to mutual funds and as adviser to institutions and individuals. As of September 30, 2012, Newfleet had approximately $10.2 billion in assets under management. Newfleet has been an investment adviser since 1989.

Newfound, an affiliate of VIA, is located at 100 Pearl Street, Hartford, CT 06103. Newfound is a partnership between Virtus and Newfound Research, a financial technology and product innovation firm and has been an investment adviser since 2012. As of December 31, 2012, Newfound had approximately $3 million in assets under management.

Pyrford is located at 79 Grosvenor Street, London, U.K. Pyrford is a wholly-owned subsidiary of the Bank of Montreal Capital Markets (Holdings) Ltd, a BMO Financial Group company. As part of BMO’s private client group, Pyrford provides wealth management services to clients in North America, the Middle East, UK and Europe. As of September 30, 2012 Pyrford had $6.4 billion under management.

Vontobel is located at 1540 Broadway, 38 th Floor, New York, NY 10036. Vontobel is a wholly-owned and controlled subsidiary of Vontobel Holding AG, a Swiss bank holding company, having its registered offices in Zurich, Switzerland. In addition to U.S. registered investment companies, Vontobel also acts as subadviser to six series of a Luxembourg investment fund that accepts investments from non-U.S. investors only and that was organized by an affiliate of Vontobel. Vontobel has provided investment advisory services to mutual fund clients since 1990. As of September 30, 2012, Vontobel managed approximately $32 billion.

VIA pays each subadviser a subadvisory fee which is calculated on the fund’s average daily net assets at the following annual rates:

 

Virtus Allocator Premium AlphaSector Fund   

20% of net investment management fee to Euclid

50% of net investment management fee to F-Squared Institutional

Virtus AlphaSector Rotation Fund   

Euclid: 20% of the net investment management fee

F-Squared Institutional: 0.20% on the first $1 billion, 0.175% over $1 billion

Virtus Alternatives Diversifier Fund    50% of net investment management fee
Virtus Bond Fund    50% of net investment management fee
Virtus CA Tax-Exempt Bond Fund    50% of net investment management fee
Virtus Disciplined Equity Style Fund    50% of net investment management fee
Virtus Disciplined Select Bond Fund    50% of net investment management fee
Virtus Disciplined Select Country Fund    50% of net investment management fee
Virtus Dynamic AlphaSector Fund**   

Euclid: 20% of net investment management fee, as adjusted upward or downward by applying 26% of the performance adjustment

F-Squared Alternative: 53.3% of net investment management fee, as adjusted upward or downward by applying 74% of the performance adjustment

 

174    Virtus Mutual Funds


Table of Contents
Virtus Emerging Markets Debt Fund    50% of net investment management fee
Virtus Emerging Markets Equity Income Fund    50% of net investment management fee
Virtus Foreign Opportunities Fund    50% of net investment management fee
Virtus Global Commodities Stock Fund    50% of net investment management fee*
Virtus Global Dividend Fund    50% of net investment management fee
Virtus Global Opportunities Fund    50% of net investment management fee
Virtus Global Premium AlphaSector Fund   

20% of net investment management fee to Euclid

50% of net investment management fee to F-Squared Institutional

Virtus Global Real Estate Securities Fund    50% of net investment management fee
Virtus Greater Asia ex Japan Opportunities Fund    50% of net investment management fee
Virtus Greater European Opportunities Fund    50% of net investment management fee
Virtus Herzfeld Fund    50% of net investment management fee
Virtus High Yield Fund    50% of net investment management fee
Virtus International Equity Fund    50% of net investment management fee
Virtus International Real Estate Securities Fund    50% of net investment management fee
Virtus International Small-Cap Fund    50% of net investment management fee
Virtus Multi-Sector Fixed Income Fund    50% of net investment management fee
Virtus Multi-Sector Short Term Bond Fund    50% of net investment management fee
Virtus Premium AlphaSector Fund   

20% of net investment management fee to Euclid

50% of net investment management fee to F-Squared Institutional

Virtus Real Estate Securities Fund    50% of net investment management fee
Virtus Senior Floating Rate Fund    50% of net investment management fee
Virtus Wealth Masters Fund    50% of net investment management fee

* Harris pays 40% of its subadvisory fee to Coxe as sub-subadviser.

** See “Management Fees” for a description of the performance adjustment applicable to the investment management fees paid by Virtus Dynamic AlphaSector Fund.

Except as otherwise set forth below, a discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreements is expected to be available in the funds’ 2013 semiannual report, covering the period October 1, 2012 through March 31, 2013. With respect to Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Herzfeld Fund, Virtus International Small-Cap Fund and Virtus Wealth Masters Fund, a discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreements is available in the funds’ 2012 annual report, covering the period from inception on September 5, 2012 through September 30, 2012. With respect to Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund and Virtus Disciplined Select Country Fund, a discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreement is expected to be available in the funds’ 2013 semi-annual report, covering the period from inception on December 18, 2012 through March 31, 2012.

VIA and the funds, except Virtus AlphaSector Rotation Fund, Virtus International Real Estate Securities Fund, Virtus Multi-Sector Short Term Bond Fund and Virtus Real Estate Securities Fund, have received an exemptive order from the SEC that permits VIA, subject to certain conditions, and without the approval of shareholders, to: (a) employ a new unaffiliated subadviser for a fund pursuant to the terms of a new subadvisory agreement, in each case either as a replacement for an existing subadviser or as an additional subadviser; (b) change the terms of any subadvisory agreement; and (c) continue the employment of an existing subadviser on the same subadvisory agreement terms where an agreement has been assigned because of a change in control of the subadviser. In such circumstances, shareholders would receive notice of such action.

 

Virtus Mutual Funds     175   


Table of Contents

The Sub-Subadviser

Coxe is located at 190 South LaSalle Street, Chicago, IL 60603. Coxe has been an adviser since 2009 and serves as a Strategy Advisor to BMO Financial Group. As of September 30, 2012, Coxe had approximately $448 million in assets under management.

Harris pays Coxe a fee at the rate of 40% of its subadvisory fee.

Portfolio Management

The following individuals are responsible for the day-to-day management of the funds’ portfolios.

BMO AM

 

Virtus Global Commodities Stock Fund   Ernesto Ramos (since February 2012)

Ernesto Ramos, PhD. Dr. Ramos joined BMO AM in 2005 and is Managing Director and Head of Equities. Dr. Ramos is a member of BMO AM’s Investment Committee and leads the team responsible for portfolio management and research for all equity strategies. He has over 25 years of experience in the investment management industry.

Coxe

 

Virtus Global Commodities Stock Fund   Donald G. M. Coxe (since the fund’s inception in March 2011)

Donald G. M. Coxe. Mr. Coxe is Chairman, Portfolio Manager and Chief Strategist at Coxe Advisors (since 2009). He has served as Investment Consultant to the Coxe Commodity Strategy Fund, a Canadian registered fund, since June 2008. As Strategy Advisor for BMO Financial Group, he publishes an institutional portfolio strategy journal, Basic Points, which is distributed in North America, Europe and Asia. Previously, he served as CEO of a major Canadian investment counseling firm, research director and strategist for a leading Canadian institutional dealer, a strategist on Wall Street, and CEO and CIO for Harris Investment Management, Inc. At Harris, he was, until 2006 co-manager and/or portfolio strategist of the flagship Harris Insight Equity Fund. Mr. Coxe has more than 39 years of investment experience.

Duff & Phelps

 

Virtus Global Dividend Fund  

Connie M. Luecke, CFA

Randle L. Smith, CFA

(both since the fund’s inception in 2004)

Virtus Global Real Estate Securities Fund  

Geoffrey P. Dybas, CFA

Frank J. Haggerty, Jr., CFA

(both since the fund’s inception in 2009)

Virtus International Real Estate Securities Fund  

Geoffrey P. Dybas, CFA

Frank J. Haggerty, Jr., CFA

(both since the fund’s inception in 2007)

Virtus Real Estate Securities Fund  

Geoffrey P. Dybas, CFA (since 1998)

Frank J. Haggerty, Jr., CFA (since 2007)

Geoffrey P. Dybas, CFA. Mr. Dybas joined Duff & Phelps in 1995 and serves as Senior Vice President, Global Real Estate Securities team head and Senior Portfolio Manager (since 2007); previously he was Senior Vice President and Portfolio Manager (1998-2007). He is Senior Portfolio Manager and co-founder for all dedicated REIT portfolios managed by Duff & Phelps, inclusive of the real estate strategies in the Virtus Opportunities Trust. In addition, Mr. Dybas manages the REIT portfolio within the DNP Select Income Fund Inc., a closed-end mutual fund; an affiliated mutual fund series offered under certain universal life insurance and annuity products; and separate institutional accounts.

 

176    Virtus Mutual Funds


Table of Contents

Frank J. Haggerty Jr., CFA. Mr. Haggerty is Senior Vice President (since 2007; previously Vice President (2005-2007)) and Portfolio Manager (since 2007) for Duff & Phelps and has served as a Senior Real Estate Securities Analyst since joining the firm in 2005, providing support for the dedicated REIT products managed by Duff & Phelps, inclusive of the real estate strategies in the Virtus Opportunities Trust. Mr. Haggerty is also a Portfolio Manager for the REIT portfolio within the DNP Select Income Fund Inc., a closed-end mutual fund; an affiliated mutual fund series offered under certain universal life insurance and annuity products; and separate institutional accounts. Prior to joining Duff & Phelps, Mr. Haggerty was a senior analyst and portfolio manager at ABN AMRO Asset Management for seven years.

Connie M. Luecke, CFA. Ms. Luecke joined Duff & Phelps in 1992 and has been a Senior Vice President since 1998. She has served as the co-portfolio manager of the Global Dividend Fund since its inception in 2004. Ms. Luecke has been the senior telecommunications analyst for the DNP Select Income Fund Inc. since 1996. Ms. Luecke concentrates her research on the global communications and transportation infrastructure industries. Prior to joining Duff & Phelps, Connie was a financial valuation consultant with Coopers & Lybrand for two years and research assistant with Harris Associates L.P. for six years.

Randle L. Smith, CFA. Mr. Smith joined Duff & Phelps in 1990 and has been a Senior Vice President since 1998. He has served as the co-portfolio manager of the Global Dividend Fund since its inception in 2004. Mr. Smith has been a senior utilities analyst for the DNP Select Income Fund Inc. since 1996. Mr. Smith concentrates his research on the global utilities, transportation and energy infrastructure industries. Prior to joining Duff & Phelps, Mr. Smith worked for eight years at NiSource, an Indiana-based electric and gas utility company.

Euclid

 

Virtus Allocator Premium AlphaSector Fund   Amy Robinson (since the fund’s inception in March 2011)
Virtus AlphaSector Rotation Fund   Amy Robinson (since 2009)
Virtus Alternatives Diversifier Fund  

David Dickerson

Carlton Neel

(both since 2008)

Virtus Dynamic AlphaSector Fund   Amy Robinson (since February 2012)
Virtus Global Premium AlphaSector Fund   Amy Robinson (since the fund’s inception in March 2011)
Virtus Premium AlphaSector Fund   Amy Robinson (since the fund’s inception in July 2010)

David Dickerson. Mr. Dickerson is Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig Advisers, LLC (“Zweig”). He also serves as portfolio manager of the Virtus Balanced Fund (equity portion), Virtus Growth & Income Fund and Virtus Tactical Allocation Fund (equity portion), as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Dickerson was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1993 until July 2002, Mr. Dickerson served as senior portfolio manager for a number of the former Phoenix-Zweig mutual funds.

Carlton Neel. Mr. Neel is Senior Managing Director of Euclid (since September 2011) and Senior Vice President of Zweig. He also serves as portfolio manager of the Virtus Balanced Fund (equity portion), Virtus Growth & Income Fund and Virtus Tactical Allocation Fund (equity portion), as well as The Zweig Fund, Inc. and The Zweig Total Return Fund, Inc., two closed-end funds managed by Zweig. For the period from July 2002 until returning to Zweig in April 2003, Mr. Neel was a managing director and principal of Shelter Rock Capital Partners, L.P., a market neutral hedge fund. While previously employed by Zweig from 1995 until July 2002, Mr. Neel served as senior portfolio manager for a number of the former Phoenix-Zweig mutual funds.

Amy Robinson. Ms. Robinson is Managing Director of Euclid (since September 2011) and Newfound (since October 2012), and leads Euclid’s equity trading function. She also served in this role for VIA from 1992 to 2011. In this role, Ms. Robinson is responsible for all trading activities of investment portfolios and mutual funds; she also manages strategic operational initiatives for the firm. As portfolio manager of the above-named funds, she is responsible for

 

Virtus Mutual Funds     177   


Table of Contents

determining final allocations and trading decisions following receipt of the limited services subadviser’s investment recommendations. Ms. Robinson has 33 years of investment experience and is former president of the Security Traders Association of Connecticut.

F-Squared Alternative and F-Squared Institutional

 

Virtus Allocator Premium AlphaSector Fund   Howard Present (since the fund’s inception in March 2011)
Virtus AlphaSector Rotation Fund   Howard Present (since 2009)
Virtus Dynamic AlphaSector Fund   Howard Present (since February 2012)
Virtus Global Premium AlphaSector Fund   Howard Present (since the fund’s inception in March 2011)
Virtus Premium AlphaSector Fund   Howard Present (since the fund’s inception in July 2010)

Howard Present. Mr. Present is co-founder, President and CEO of F-Squared Alternative and F-Squared Institutional (“F-Squared”). As Portfolio Manager of the above-named funds, he is responsible for providing the model portfolios to Virtus. Prior to F-Squared, he was founder and President of Helicon Partners LLC (2004-2006), a boutique management firm specializing in new business development within the financial services industry. Mr. Present has over 24 years of investment management industry experience.

Herzfeld

 

Virtus Herzfeld Fund  

Cecilia L. Gondor

Erik M. Herzfeld

Thomas J. Herzfeld

(each since the fund’s inception in September 2012)

Cecilia L. Gondor. Ms. Gondor is the Executive Vice President and Chief Investment Officer of Herzfeld. Ms. Gondor is Head of Research and editor of the monthly research publication, The Investor’s Guide to Closed-End Funds , a comprehensive report which deals with timely topics related to the industry. She is frequently interviewed on the subject in print, on radio and television and is a frequent speaker at investment conferences. Ms. Gondor joined Herzfeld in 1984.

Erik M. Herzfeld. Mr. Herzfeld is Managing Director at Herzfeld and is responsible for closed-end fund trading and portfolio management activities. He also serves as portfolio manager for a closed-end fund managed by Herzfeld. Before joining the firm in 2007, he served in quantitative research and trading roles with both Lehman Brothers (1998-2000) and JPMorgan (2000-2007), where he served as a Vice President in New York and Asia.

Thomas J. Herzfeld. Mr. Herzfeld is the Chairman and President of Herzfeld. He also serves as portfolio manager for closed-end fund trading programs and a closed-end fund managed by Herzfeld. He is author of the first textbook published on the subject of closed-end funds,  The Investor’s Guide to Closed-End Funds  (McGraw-Hill, 1979), as well as five other books dedicated to the industry. He is widely considered to be the leading expert in the field of closed-end funds. Mr. Herzfeld has been quoted in thousands of articles and has written hundreds of his own on the subject of closed-end funds. He has written periodically for Barron’s and has made television appearances on Wall Street Week, The Nightly Business Report and CNBC. Prior to 1981, Mr. Herzfeld was Executive Vice President and Director of a NYSE member firm.

Horizon

 

Virtus Wealth Masters Fund  

Murray Stahl

Matthew Houk

(each since the fund’s inception in September 2012)

 

178    Virtus Mutual Funds


Table of Contents

Murray Stahl. Mr. Stahl is Portfolio Manager at Horizon and serves as Chairman, Chief Investment Officer and Co-Founder of Horizon Kinetics. He has over thirty years of investing experience and is responsible for overseeing the Horizon Research Team. Murray also serves as Chairman of the firm’s Investment Committee, which is responsible for all portfolio management decisions. Previously, Murray spent 16 years at Bankers Trust Company (1978-1994) as a senior portfolio manager and research analyst, where he ultimately managed approximately $600 million in trust and fund assets and was deeply involved in new product development.

Matthew Houk. Mr. Houk is Portfolio Manager at Horizon. He also has portfolio management and research responsibilities at Horizon Kinetics and is Co-Portfolio Manager of a small-cap fund managed by an affiliate Horizon. Mr. Houk joined the firm in 2008; previously, Mr. Houk was with Goldman, Sachs & Co. (2005-2008).

Kayne

 

Virtus International Small-Cap Fund  

Craig Stone

Craig Thrasher, CFA

(each since the fund’s inception in September 2012)

Craig Stone. Mr. Stone is a Portfolio Manager and Senior Research Analyst at Kayne with primary research responsibilities for the small- and mid-capitalization capital goods and energy sectors. He is also Co-Portfolio Manager of the Virtus Mid-Cap Core Fund and the Virtus Quality Small-Cap Fund. Before joining Kayne in 2000, Mr. Stone was a Portfolio Manager at Doheny Asset Management. He has approximately 22 years of investment industry experience.

Craig Thrasher, CFA. Mr. Thrasher is a Portfolio Manager and Research Analyst at Kayne with primary research responsibilities for the small and mid-capitalization financial sector. Before joining Kayne in 2008, Mr. Thrasher was employed at Kirr, Marbach & Company as an equity analyst from 2003 to 2006. In the interim, Mr. Thasher pursued his interest in foreign cultures while travelling throughout Europe, Africa, Asia and South America.

KBI

 

Virtus Emerging Markets Equity Income Fund  

James Collery

David Hogarty

Ian Madden

Gareth Maher

(each since the fund’s inception in September 2012)

James Collery. Mr. Collery is Portfolio Manager—Dividend Plus Strategies at KBI. Mr. Collery joined the firm in 2001 as a Performance & Risk Analyst. In 2003, he was appointed as a Portfolio Manager on a hedge fund team. During this time, he worked on a fund of funds where he was responsible for manager due diligence as well as portfolio construction, and on a direct equity long short fund, which was quantitatively managed. Mr. Collery joined the Dividend Plus team in 2007.

David Hogarty. Mr. Hogarty is Head of Strategy Development—Dividend Plus Strategies at KBI. Mr. Hogarty joined the firm in 1994 and has held a number of senior management roles including responsibility for Product Development, Business Development and Consultant Relationships. Mr. Hogarty was instrumental in developing the Dividend Plus equity strategy in 2003 and has been a member of the investment team since launch. He is also a former member of the Irish Association of Pension Funds (IAPF) Investment Committee.

Ian Madden. Mr. Madden is Portfolio Manager—Dividend Plus Strategies at KBI. Mr. Madden joined the firm in November 2000 as a Portfolio Assistant and joined the Dividend Plus team in 2004. In 2002, Ian was appointed Manager of the Institutional Business Support unit, responsible for unit trust dealing, client cash flow, audit reporting and client queries. Prior to joining KBI, he worked for the international division of National Irish Bank.

Gareth Maher. Mr. Maher is Head of Portfolio Management—Dividend Plus Strategies at KBI. He joined the KBI Dividend Plus team in 2008, having managed U.S., Irish and Far Eastern equities for the firm from 2000. Previously, Mr. Maher managed Japanese, Far Eastern and U.S. equity portfolios for Irish Life Investment Managers and Eagle Star (Zurich) from 1987 to 2000.

 

Virtus Mutual Funds     179   


Table of Contents

Newfleet

 

Virtus Bond Fund  

David L. Albrycht, CFA (since October 2012)

Christopher J. Kelleher, CFA, CPA (since October 2012)

Virtus CA Tax-Exempt Bond Fund   Timothy M. Heaney, CFA (since 1997)
Virtus Emerging Markets Debt Fund  

David L. Albrycht, CFA

Stephen H. Hooker, CFA

Daniel Senecal, CFA

(each since inception in September 2012)

Virtus High Yield Fund  

David L. Albrycht, CFA (since December 2011)

Kyle A. Jennings, CFA (since December 2011)

Francesco Ossino (since August 2012)

Jonathan R. Stanley, CFA (since August 2012)

Virtus Multi-Sector Fixed Income Fund   David L. Albrycht, CFA (since 1994)
Virtus Multi-Sector Short Term Bond Fund   David L. Albrycht, CFA (since 1993)
Virtus Senior Floating Rate Fund  

David L. Albrycht, CFA (since 2008)

Kyle A. Jennings, CFA (since 2008)

Francesco Ossino (since August 2012)

David L. Albrycht, CFA. Mr. Albrycht is President and Chief Investment Officer at Newfleet. Prior to joining Newfleet in 2011, he was Executive Managing Director (2008 to 2011) and Vice President (2005 to 2008), Fixed Income, of Goodwin Capital Advisers, Inc. (“Goodwin”). Previously, he was associated with VIA, which at the time was an affiliate of Goodwin. He managed fixed income portfolios for Goodwin affiliates since 1991. Mr. Albrycht also manages several fixed income mutual funds and variable investment options as well as two closed-end funds.

Timothy M. Heaney, CFA. Mr. Heaney is Senior Portfolio Manager—Municipal Securities at Newfleet (since 2011) and served as Senior Vice President and Portfolio Manager, Fixed Income of VIA (2008 to 2011). Previously, he was associated with Goodwin Capital Advisers, Inc. (2007 to 2008), formerly an affiliate of VIA, and was also Managing Director, Fixed Income (1997-2007), Director, Fixed Income Research (1996 to 1997) and Investment Analyst (1995 to 1996) of VIA. He served as Investment Analyst of Phoenix Life Insurance Company from 1992 until 1994. Mr. Heaney also manages DTF Tax-Free Income, Inc., a closed-end fund managed by Duff & Phelps Investment Management Co, an affiliate of Newfleet and VIA.

Stephen H. Hooker, CFA. Mr. Hooker is the Director of Foreign Research, sector manager for emerging markets debt and a member of the corporate credit research group at Newfleet (since 2011). He is responsible for the paper and packaging and chemicals industry sectors, and the Eastern Europe, Middle East, and Africa sovereign credit sector. From 2005 until 2011, Mr. Hooker was vice president, senior credit analyst at Aladdin Capital Management and Global Plus Investment Management, respectively, both of which specialize in high yield and structured credit products. Prior to 2005, he was at Goodwin for 12 years, serving in various capacities, including as a senior credit analyst and emerging markets sector manager on its fixed income team.

Kyle A. Jennings, CFA. Mr. Jennings is Senior Managing Director and Head of Credit Research (since 2011). Prior to joining Newfleet, Mr. Jennings was Managing Director of Goodwin. Previously, he was associated with VIA, formerly an affiliate of Goodwin, and has been a member of the corporate credit research team since 1998. He is the sector manager for the leveraged loan sector of the multi-sector fixed income strategies of Newfleet. He has 20 years of investment experience.

Christopher J. Kelleher, CFA, CPA. Mr. Kelleher is Managing Director and Senior Portfolio Manager (since 2012) at Newfleet. Prior to joining Newfleet, Mr. Kelleher was retired for two years from Goodwin, where he was Managing Director and Senior Portfolio Manager (1997 to January 2010). Previously, he was an investment officer with Phoenix Life Insurance Company (1983 to 1997), formerly an affiliate of Goodwin and VIA. Mr. Kelleher also is co-portfolio manager for Virtus Balanced Fund and Virtus Low Duration Income Fund. He has more than 29 years of investment experience in all bond market sectors, including both publicly traded and private placements.

 

180    Virtus Mutual Funds


Table of Contents

Francesco Ossino. Mr. Ossino is Senior Managing Director and Sector Head of the Bank Loan asset class at Newfleet, with a primary focus on floating rate bank loan products. Prior to joining Virtus in August 2012, Mr. Ossino was a portfolio manager at Hartford Investment Management Company (2004-2012), where he managed mutual funds focused on bank loans and a commingled bank loan portfolio for institutional investors. Previously, he held a variety of credit analyst and portfolio management positions at CIGNA (2002-2004), HVB Bank (2000-2002) and FleetBoston Financial (1996-2000).

Daniel P. Senecal, CFA . Mr. Senecal is Managing Director of Credit Research at Newfleet (since 2011). He is also responsible for the energy industry sector and the Latin America sovereign credit sector. Mr. Senecal also co-manages Virtus Global Multi-Sector Income Fund, a closed-end fund. Prior to joining Newfleet, he held the same position with Goodwin, where he began working in 1997. Mr. Senecal also completed a formal credit training program at Shawmut Bank, where he was a credit analyst reviewing investment grade and high yield borrowers; he also worked at BankBoston as a corporate bond analyst.

Jonathan R. Stanley, CFA. Mr. Stanley is Director of Fixed Income Research and sector manager for high yield credit, at Newfleet (since 2011). He is also responsible for the consumer products, food and beverage, restaurants, retail and metals and mining industries, and the Asian sovereign credit sector. Prior to joining Newfleet, he was on the fixed income team at Goodwin, serving as sector manager for high yield credit. Previously, he was associated with VIA, which at the time was an affiliate of Goodwin. Mr. Stanley joined Goodwin in 1996. From 2001 to 2006, he was a portfolio manager age Global Financial Private Capital. He rejoined Goodwin in 2006 as a member of the corporate credit research group and assumed responsibilities for the management of the high yield sector in 2008.

Newfound

 

Virtus Disciplined Equity Style Fund  

Corey Hoffstein

Amy Robinson

(each since the fund’s inception in December 2012)

Virtus Disciplined Select Bond Fund  

Corey Hoffstein

Amy Robinson

(each since the fund’s inception in December 2012)

Virtus Disciplined Select Country Fund  

Corey Hoffstein

Amy Robinson

(each since the fund’s inception in December 2012)

Corey Hoffstein. Mr. Hoffstein is chief investment officer of Newfound (since October 2012), and co-founder, chief investment officer, and chief technology officer of Newfound Research (since August 2008). Mr. Hoffstein pioneered the original research and the implementation of the proprietary technology used to construct the models at Newfound Research. Previously, he pursued his undergraduate degree at Cornell University (BS, Computer Science, cum laude 2009) and graduate studies at Carnegie Mellon University (MS, Computational Finance 2010).

Amy Robinson. Ms. Robinson is Managing Director of Newfound (since October 2012) and of Euclid (since September 2011), and leads Euclid’s and Newfound’s equity trading functions. She also served in this role for VIA from 1992 to 2011. In this role, Ms. Robinson is responsible for all trading activities of investment portfolios and mutual funds; she also manages strategic operational initiatives for the firm. As portfolio manager of the above-named funds, she is responsible for determining final allocations and trading decisions. Ms. Robinson has 31 years of investment experience and is former president of the Security Traders Association of Connecticut.

Pyrford

 

Virtus International Equity Fund  

Bruce Campbell

Tony Cousins, CFA

Paul Simons, CFA

Daniel McDonagh, CFA

(each since the fund’s inception in September 2010)

 

Virtus Mutual Funds     181   


Table of Contents

Bruce Campbell. Mr. Campbell is Investment Chairman and has overall responsibility for Pyrford’s investment activities. He has over 42 years’ experience in the international investment industry. After graduating from Melbourne University in 1969 Mr. Campbell managed the investment operations of an Australian based general insurance company for 12 years and then founded the predecessor company to Pyrford in Melbourne in 1982—at that stage as part of the multi- national Elders IXL group. In 1987 Mr. Campbell moved the investment operations to London and in 1991 headed the buy-out of the investment management subsidiary from the Elders organisation. At that time the company’s name was changed to Pyrford International. Mr. Campbell was Chief Executive and Chief Investment Officer until December 31, 2010, at which time he took up the role of Investment Chairman.

Tony Cousins, CFA. Mr. Cousins is Chief Executive Officer and Chief Investment Officer. He graduated from Cambridge University in 1985 with a Bachelor of Arts and subsequently joined Daiwa International Capital Management in London as an Equity Portfolio Manager. He joined Pyrford in 1989 and obtained his Master of Arts and became a CFA charter-holder in 1990. Mr. Cousins headed Pyrford’s European and UK investment management activities for Pyrford for almost 20 years and was promoted to the position of Joint Chief Investment Officer in November 2009. On January 1, 2011, Mr. Cousins was further promoted to the roles of Chief Executive and Chief Investment Officer.

Daniel McDonagh, CFA. Mr. McDonagh serves as Head of Portfolio Management, Europe/UK, and is a member of the Investment Strategy Committee. Mr. McDonagh has held senior research and portfolio management positions within the European portfolio management team at Pyrford prior to his promotion to Head of Portfolio Management, Europe/UK. Mr. McDonagh has 15 years of investment management experience, all with Pyrford.

Paul Simons, CFA. Mr. Simons serves as Head of Portfolio Management, Asia Pacific, and is a member of the Investment Strategy Committee at Pyrford. Mr. Simons has held multiple portfolio management positions at Pyrford. He has 16 years of investment management experience, all with Pyrford.

Vontobel

 

Virtus Foreign Opportunities Fund   Rajiv Jain (since 2002)
Virtus Global Opportunities Fund  

Matthew Benkendorf

Rajiv Jain

(both since 2009)

Virtus Greater Asia ex Japan Opportunities Fund   Rajiv Jain (since the fund’s inception in 2009)
Virtus Greater European Opportunities Fund   Matthew Benkendorf (since the fund’s inception in 2009)

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

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

Please refer to the SAI for additional information about the funds’ portfolio managers, including the structure of and method of computing compensation, other accounts they manage and their ownership of shares of the funds.

 

182    Virtus Mutual Funds


Table of Contents

Additional Investment Techniques

 

In addition to the Principal Investment Strategies and Risks Related to Principal Investment Strategies, each of the funds may engage in additional investment techniques that present additional risks to a fund as indicated in the chart below. Those additional investment techniques in which a fund is expected to engage as of the date of this prospectus are indicated in the chart below, although other techniques may be utilized from time to time. Each risk is described after the chart. Many of the additional investment techniques that a fund may use, as well as other investment techniques that are relied upon to a lesser degree, are more fully described in the SAI.

 

Risks   Virtus
Allocator
Premium
Alpha-
Sector
Fund
  Virtus
Alpha-
Sector
Rotation
Fund
  Virtus
Alternatives
Diversifier
Fund
  Virtus
Bond
Fund
  Virtus
Disciplined
Equity Style
Fund
  Virtus
Disciplined
Select
Bond Fund
  Virtus
Disciplined
Select
Country
Fund
  Virtus
Dynamic
Alpha-
Sector
Fund
  Virtus
Emerging
Markets
Debt
Fund
  Virtus
Emerging
Markets
Equity
Income
Fund
 

Virtus
Foreign

Opportunities
Fund

  Virtus
Global
Commodities
Stock
Fund
 

Virtus
Global

Dividend
Fund

 

Virtus
Global

Opportunities
Fund

Brady Bonds                                           X           X
Convertible Securities               X                   X       X           X
Debt Securities                                           X   X       X
Depositary Receipts                                       X   X   X       X
Derivatives               X                   X       X   X       X
Equity Securities               X                                        
Exchange-Traded Funds (ETFs)                                       X   X           X
Foreign Investing                                                        
Foreign Currency Transactions                                           X   X   X   X
High-Yield-High Risk (Junk Bonds) Fixed Income Securities                                           X           X
Illiquid and Restricted Securities               X                   X       X           X
Infrastructure-Related Investing                                                        
Investment Grade Securities                                   X                    
Leverage               X                           X           X
Loan Participations                                                        
Money Market Instruments                                                        
Mortgage-Backed and Asset Backed Securities                                   X                    
Municipal Securities                                                        
Mutual Fund Investing               X                   X   X   X           X
Non-Performing Securities                                                        
Private Placements                                                        
Repurchase Agreements               X                   X               X    
Securities Lending   X   X   X   X   X   X   X   X   X   X   X   X   X   X
Short-Term Investments                                           X   X       X
Unrated Fixed Income Securities               X                           X           X
U.S. and Foreign Government Obligations           X                               X       X   X
U.S. Government Securities                                                        
Variable Rate, Floating Rate and Variable Amount Securities                                   X       X           X
When-Issued and Delayed-Delivery Securities               X                   X       X       X   X
Zero Coupon, Step Coupon, Deferred Coupon and PIK Bonds               X                   X       X       X   X

In order to determine which investment techniques apply to a fund, please refer to the table above.

 

Virtus Mutual Funds     183   


Table of Contents
Risks   Virtus
Global
Premium
Alpha-
Sector
Fund
 

Virtus
Global

Real
Estate
Securities

 

Virtus
Greater
Asia ex
Japan

Opportunities
Fund

 

Virtus
Greater

European

Opportunities
Fund

  Virtus
Herzfeld
Fund
  Virtus
High
Yield
Fund
  Virtus
International
Equity
Fund
 

Virtus
International

Real
Estate

Securities
Fund

  Virtus
International
Small-Cap
Fund
 

Virtus
Multi-
Sector

Fixed
Income
Fund

  Virtus
Multi-
Sector
Short
Term
Bond
Fund
 

Virtus

Premium

Alpha-
Sector

Fund

 

Virtus
Real
Estate

Securities
Fund

  Virtus
Senior
Floating
Rate
Fund
  Virtus
Wealth
Masters
Fund
Brady Bonds           X   X                                            
Convertible Securities       X   X   X       X       X       X   X       X   X    
Debt Securities           X   X                                            
Depositary Receipts       X   X   X           X   X   X                        
Derivatives       X   X   X       X   X   X       X   X       X       X
Equity Securities                       X               X   X           X    
Exchange-Traded Funds (ETFs)       X   X   X           X   X   X               X       X
Foreign Investing                                                           X

Foreign Currency Transactions

      X   X   X           X   X                            

Emerging Markets Investing

                                                          X
High-Yield-High Risk (Junk Bonds) Fixed Income Securities       X   X   X                                            
Illiquid and Restricted Securities       X   X   X       X       X   X   X   X       X        
Infrastructure-Related Investing                                                           X
Investment Grade Securities                       X                               X    
Leverage           X   X       X               X   X                
Loan Participations                       X                                    
Money Market Instruments                                                            
Mortgage-Backed and Asset Backed Securities                                                            
Municipal Securities                       X                               X    
Mutual Fund Investing           X   X   X   X           X   X   X           X   X
Non-Performing Securities                                                       X    
Private Placements                       X                                    
Repurchase Agreements                       X               X   X                
Securities Lending   X   X   X   X       X   X   X   X   X   X   X   X   X   X
Short-Term Investments       X   X   X           X   X   X               X   X    
Unrated Fixed Income Securities       X   X   X       X       X       X   X       X        
U.S. and Foreign Government Obligations       X   X   X               X                   X        
U.S. Government Securities                       X                                    
Variable Rate, Floating Rate and Variable Amount Securities           X   X       X   X                                
When-Issued and Delayed-Delivery Securities           X   X       X               X   X           X    
Zero Coupon, Step Coupon, Deferred Coupon and PIK Bonds           X   X       X               X   X           X    

Brady Bonds

Brady Bonds are dollar-denominated bonds issued by certain emerging market countries and collateralized by zero-coupon U.S. Treasury bonds. Brady Bonds have an uncollateralized component, and countries issuing such bonds have a history of defaults, making the bonds speculative in nature. In considering the risks associated with these bonds, an investor should also review and consider the risks associated with investing in emerging markets generally.

Convertible Securities

Convertible securities are bonds, debentures, notes, preferred stock, rights, warrants or other securities that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash within a particular period of time at a specified price or formula. A convertible security generally entitles the holder to receive interest paid or accrued on debt securities or the dividend paid on preferred stock until the

 

184    Virtus Mutual Funds


Table of Contents

convertible security matures or is redeemed, converted or exchanged. If a convertible security is called for redemption, the respective fund may have to redeem the security, convert it into common stock or sell it to a third-party at a price and time that is not beneficial for the fund. The value of convertible securities tends to decline as interest rates rise and, because of the conversion feature, tends to vary with fluctuations in the market value of the underlying securities. Securities convertible into common stocks may have higher yields than common stocks but lower yields than comparable nonconvertible securities.

Debt Securities Risk

Debt securities are subject to various risks, the most prominent of which are credit risk and interest rate risk. These risks can affect a security’s price volatility to varying degrees, depending upon the nature of the instrument. Risks associated with investing in debt securities include the following:

 

·  

Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Debt securities rated below investment-grade are especially susceptible to this risk. Senior Floating Rate Fund: Generally, Senior Loans are less susceptible to this risk than certain other types of fixed income securities, because the payment of principal and interest on Senior Loans will take precedence over other payment obligations of the borrower.

 

·  

Interest Rate Risk. The values of debt securities usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instrument’s value usually will not affect the amount of interest income paid to a fund, but will affect the value of the fund’s shares. Interest rate risk is generally greater for investments with longer maturities.

Certain securities pay interest at variable or floating rates. Variable rate securities reset at specified intervals, while floating rate securities reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the security. However, some securities do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these securities may fluctuate significantly when interest rates change.

Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, a fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.

 

·  

Limited Voting Rights. Debt securities typically do not provide any voting rights, except in cases when interest payments have not been made and the issuer is in default.

 

·  

Liquidity. Certain debt securities may be substantially less liquid than many other securities, such as U.S. Government securities or common stocks.

 

·  

Redemption Risk. Debt securities sometimes contain provisions that allow for redemption in the event of tax or security law changes, in addition to call features at the option of the issuer. In the event of a redemption, a fund may not be able to reinvest the proceeds at comparable rates of return.

Depositary Receipts

Certain funds may invest in American Depositary Receipts (ADRs) sponsored by U.S. banks, European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), ADRs not sponsored by U.S. banks, other types of depositary receipts (including non-voting depositary receipts) and other similar instruments representing securities of foreign companies. Although certain depositary receipts may reduce or eliminate some of the risks associated with foreign investing, these types of securities generally are subject to many of the same risks as direct investments in securities of foreign issuers.

 

Virtus Mutual Funds     185   


Table of Contents

Derivatives

Derivative transactions are contracts whose value is derived from the value of an underlying asset, index or rate, including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. A fund may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. A fund may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets and currencies.

Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses. Derivative contracts entered into for hedging purposes may also subject a fund to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. Gains and losses derived from hedging transactions are, therefore, more dependent upon the subadviser’s ability to correctly predict the movement of the underlying asset prices, indexes or rates. A fund’s use of derivatives may also increase the amount of taxes payable by shareholders.

Equity Securities

Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to “stock market risk,” meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by a fund goes down, the value of the fund’s shares will be affected.

Exchange-Traded Funds (ETFs)

ETFs invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that fund shareholders indirectly bear; such expenses may exceed the expenses a fund would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value.

Foreign Investing

Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.

In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.

 

·  

Currency Rate Risk. Because the foreign securities in which a fund invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of a fund’s shares is calculated in U.S. dollars, it is possible for the fund to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the fund’s holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the fund’s holdings in foreign securities.

 

186    Virtus Mutual Funds


Table of Contents
·  

Emerging Market Investing Risk. The risks of foreign investments are generally greater in countries whose markets are still developing than they are in more developed markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. They may also have policies that restrict investment by foreigners, or that prevent foreign investors from withdrawing their money at will. Certain emerging markets may also face other significant internal or external risks, including the risk of war and civil unrest. For all of these reasons, investments in emerging markets may be considered speculative.

To the extent that a fund invests a significant portion of its assets in a particular emerging market, the fund will be more vulnerable to financial, economic, political and other developments in that country, and conditions that negatively impact that country will have a greater impact on the fund as compared with a fund that does not have its holdings concentrated in a particular country.

 

·  

Foreign Currency Transactions. Certain funds may engage in foreign currency transactions, including foreign currency forward contracts, options, swaps and other similar strategic transactions in connection with its investments in securities of non-U.S. companies. These transactions are designed to hedge a fund’s exposure to foreign currency risks; however, such investments may not prove successful or may have the effect of limiting gains from favorable market movements.

High Yield-High Risk Fixed Income Securities (Junk Bonds)

Securities rated “BB” or below by S&P or “Ba” or below by Moody’s are known as “high yield” securities and are commonly referred to as “junk bonds”. Such securities entail greater price volatility and credit and interest rate risk than investment grade securities. Analysis of the creditworthiness of high yield-high risk issuers is more complex than for higher-rated securities, making it more difficult for the subadviser to accurately predict risk. There is a greater risk with high yield-high risk fixed income securities that an issuer will not be able to make principal and interest payments when due. If the fund pursues missed payments, there is a risk that fund expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative.

Illiquid and Restricted Securities

Certain securities in which a fund invests may be difficult to sell at the time and price beneficial to the fund, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the fund may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the fund to incur expenses in addition to those normally associated with the sale of a security.

Infrastructure-Related Investments

Infrastructure-related entities are subject to a variety of factors that may adversely affect their business or operations including high interest costs in connection with capital construction programs, costs associated with environmental and other regulations, the effects of economic slowdown and surplus capacity, increased competition from other providers of services, uncertainties concerning the availability of fuel at reasonable prices, the effects of energy conservation policies and other factors. Additionally, infrastructure-related entities may be subject to regulation by various governmental authorities and may also be affected by governmental regulation of rates charged to customers, service interruption due to environmental, operational or other mishaps and the imposition of special tariffs and changes in tax laws, regulatory policies and accounting standards.

Investment Grade Securities

A fund may invest in all types of long-term or short-term investment-grade debt obligations of U.S. issuers. In addition to the types of securities mentioned in connection with the fund’s principal investment strategies, the fund may also invest in other bonds, debentures, notes, municipal bonds, equipment lease certificates, equipment trust certificates,

 

Virtus Mutual Funds     187   


Table of Contents

conditional sales contracts and commercial paper. Debt securities with lower credit ratings have a higher risk of default on payment of principal and interest, and securities with longer maturities are subject to greater price fluctuations in response to changes in interest rates. If interest rates rise, the value of debt securities generally will fall.

Leverage Risk

When a fund makes investments in futures contracts, forward contracts, swaps and other derivative instruments, the futures contracts, forward contracts, swaps and certain other derivatives provide the economic effect of financial leverage by creating additional investment exposure, as well as the potential for greater loss. When a fund uses leverage through activities such as borrowing, entering into short sales, purchasing securities on margin or on a when-issued basis, or purchasing derivative instruments in an effort to increase its returns, the fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities, that exceeds the net assets of the fund. The value of the shares of a fund employing leverage will be more volatile and sensitive to market movements. Leverage may also involve the creation of a liability that requires the fund to pay interest.

Loan Participations

A loan participation agreement involves the purchase of a share of a loan made by a bank to a company in return for a corresponding share of borrower’s principal and interest payments. The principal credit risk associated with acquiring loan participation interests is the credit risk associated with the underlying corporate borrower. There is also a risk that there may not be a readily available market for loan participation interests and, in some cases, this could result in a fund disposing of such securities at a substantial discount from face value or holding such securities until maturity.

Money Market Instruments

To meet margin requirements, redemptions or for investment purposes, a fund may hold money market instruments, including full faith and credit obligations of the United States, high quality short-term notes and commercial paper.

Mortgage-Backed and Asset-Backed Securities

Mortgage-backed securities represent interests in pools of residential mortgage loans purchased from individual lenders by a Federal agency or originated and issued by private lenders. Asset-backed securities represent interests in pools of underlying assets such as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card agreements. These two types of securities share many of the same risks.

The impairment of the value of collateral or other assets underlying a mortgage-backed or asset-backed security, such as that resulting from non-payment of loans, may result in a reduction in the value of such security and losses to a fund.

Early payoffs in the loans underlying such securities may result in a fund receiving less income than originally anticipated. The variability in prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, a fund may be required to invest proceeds at lower interest rates, causing the fund to earn less than if the prepayments had not occurred. Conversely, rising interest rates may cause prepayments to occur at a slower than expected rate, which may effectively change a security that was considered short- or intermediate-term into a long-term security. Long-term securities tend to fluctuate in value more widely in response to changes in interest rates than shorter-term securities.

Municipal Securities

The amount of public information available about municipal bonds is generally less than that for corporate equities or bonds, and the investment performance of a fund may be more dependent on the analytical abilities of the investment adviser than would be the case for a fund that does not invest in municipal bonds. The secondary market for municipal bonds also tends to be less well-developed and less liquid than many other securities markets, which may adversely affect the fund’s ability to sell its bonds at attractive prices. In addition, municipal obligations can experience downturns in trading activity, and the supply of municipal obligations may exceed the demand in the market. During such periods,

 

188    Virtus Mutual Funds


Table of Contents

the spread can widen between the price at which an obligation can be purchased and the price at which it can be sold. Less liquid obligations can become more difficult to value and be subject to erratic price movements. Economic and other events (whether real or perceived) can reduce the demand for certain investments or for investments generally, which may reduce market prices and cause the value of the fund’s shares to fall. The frequency and magnitude of such changes cannot be predicted. A fund may invest in municipal obligations that do not appear to be related, but in fact depend on the financial rating or support of a single government unit, in which case, events that affect one of the obligations will also affect the others and will impact the fund’s portfolio to a greater degree than if the fund’s investments were not so related. The increased presence of non-traditional participants in the municipal markets may lead to greater volatility in the markets.

Mutual Fund Investing

Through its investments in other mutual funds, a fund is exposed to not only to the risks of the underlying funds’ investments but also to certain additional risks. Assets invested in other mutual funds incur a layering of expenses, including operating costs, advisory fees and administrative fees that you, as a shareholder in the fund, indirectly bear. Such fees and expenses may exceed the fees and expenses the fund would have incurred if it invested in the underlying fund’s assets directly. To the extent that the expense ratio of an underlying fund changes, the weighted average operating expenses borne by the fund may increase or decrease. An underlying fund may change its investment objective or policies without the approval of the fund, and the fund might be forced to withdraw its investment from the underlying fund at a time that is unfavorable to the fund. If a fund invests in closed-end funds, it may incur added expenses such as additional management fees and trading costs and additional risks associated with trading at a discount to NAV and use of leverage.

Non-Performing Securities

Non-performing securities are those whose quality is comparable to securities rated as low as D by Standard & Poor’s or C by Moody’s. Repayment of obligations under such securities is subject to significant uncertainties, and as such investment in such securities may be considered speculative.

Private Placements

A fund may purchase securities which have been privately issued to qualified institutional investors under special rules adopted by the SEC. Such securities may offer higher yields than comparable publicly traded securities. Privately issued securities ordinarily can be sold by a fund only in secondary market transactions to certain qualified investors pursuant to rules established by the SEC or privately negotiated transactions to a limited number of purchasers. Therefore, sales of such securities by a fund may involve significant delays and expense.

Repurchase Agreements

A fund may invest in repurchase agreements with commercial banks, brokers and dealers considered by the adviser to be creditworthy. Such agreements subject the fund to the risk of default or insolvency of the counterparty.

Securities Lending

A fund may loan portfolio securities with a value up to one-third of its total assets to increase its investment returns. If the borrower is unwilling or unable to return the borrowed securities when due, the respective fund can suffer losses. In addition, there is a risk of delay in receiving additional collateral or in the recovery of the securities, and a risk of loss of rights in the collateral, in the event that the borrower fails financially. There is also a risk that the value of the investment of the collateral could decline, causing a loss to the fund.

Short-Term Investments

Short-term investments include money market instruments, repurchase agreements, certificates of deposits and bankers’ acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.

 

Virtus Mutual Funds     189   


Table of Contents

Unrated Fixed Income Securities

A fund’s subadviser has the authority to make determinations regarding the quality of unrated fixed income securities for the purposes of assessing whether they meet the fund’s investment restrictions. However, analysis of unrated securities is more complex than that of rated securities, making it more difficult for the subadviser to accurately predict risk. Unrated fixed income securities may not be lower in quality than rated securities, but due to their perceived risk they may not have as broad a market as rated securities, making it more difficult to sell unrated securities.

U.S. and Foreign Government Obligations

Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities and backed by the full faith and credit of the United States only guarantee principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of fund shares will increase, and in fact, the market values of such obligations may fluctuate. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States; some are the obligation solely of the entity through which they are issued. There is no guarantee that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so by law. Foreign obligations may not be backed by the government of the issuing country, and are subject to foreign investing risks.

U.S. Government Securities

Obligations issued or guaranteed by the U.S. Government, its agencies, authorities and instrumentalities and backed by the full faith and credit of the United States only guarantee principal and interest will be timely paid to holders of the securities. The entities do not guarantee that the value of fund shares will increase, and in fact the market values of such obligations may fluctuate. In addition, not all U.S. Government securities are backed by the full faith and credit of the United States; some are the obligation solely of the entity through which they are issued. There is no guarantee that the U.S. Government would provide financial support to its agencies and instrumentalities if not required to do so by law.

Variable Rate, Floating Rate and Variable Amount Securities

Variable rate, floating rate, or variable amount securities are generally short-term, unsecured, fluctuating, interest-bearing notes of private issuers. The absence of an active secondary market with respect to certain such instruments could make it difficult for the fund to dispose of the instrument if the issuer defaulted on its payment obligation or during periods that a fund is not entitled to exercise its demand rights, and the fund could, for these or other reasons, suffer a loss with respect to such instruments.

When-Issued and Delayed-Delivery Securities

A fund may purchase securities on a when-issued or delayed-delivery basis. The value of the security on its settlement date may be more or less than the price paid as a result of changes in interest rates and market conditions. If the value of such a security on its settlement date is less than the price paid by the fund, the value of the fund’s shares may decline.

Zero Coupon, Step Coupon, Deferred Coupon and PIK Bonds

A fund may invest in any combination of zero coupon and step coupon bonds and bonds on which interest is payable in kind (“PIK”). The market prices of these bonds generally are more volatile than the market prices of securities that pay interest on a regular basis. Since the fund will not receive cash payments earned on these securities on a current basis, the fund may be required to make distributions from other sources. This may result in higher portfolio turnover rates and the sale of securities at a time that is less favorable.

The funds may buy other types of securities or employ other portfolio management techniques. Please refer to the SAI for more detailed information about these and other investment techniques of the funds.

 

190    Virtus Mutual Funds


Table of Contents

Pricing of Fund Shares

 

How is the Share Price determined?

Each fund calculates a share price for each class of its shares. The share price for each class is based on the net assets of the fund and the number of outstanding shares of that class. In general, each fund calculates a share price for each class by:

 

  ·  

adding the values of all securities and other assets of the fund;

 

  ·  

subtracting liabilities; and

 

  ·  

dividing the result by the total number of outstanding shares of that class.

Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price. Shares of other investment companies are valued at such companies’ net asset values (“NAVs”). Debt securities (other than short-term investments) are valued on the basis of broker quotations or valuations provided by a pricing service, which in determining value utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. Other assets, such as accrued interest, accrued dividends and cash are also included in determining a fund’s NAV. As required, some securities and assets are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees.

For each of Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Alternatives Diversifier Fund, Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund, Virtus Disciplined Select Country Fund, Virtus Dynamic AlphaSector Fund, Virtus Global Premium AlphaSector Fund, Virtus Herzfeld Fund and Virtus Premium AlphaSector Fund, the fund’s assets may consist primarily of shares of the underlying mutual funds, if any, which are valued at their respective NAVs, and ETFs, which are valued at current market prices. To determine NAV, the fund and each underlying mutual fund values its assets at market value. Equity securities held by the underlying affiliated mutual funds or directly by the funds, and ETFs held directly by the funds, are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or, if no closing price is available, at the last bid price. Debt securities (other than short-term investments) held by the underlying affiliated mutual funds or directly by the funds are valued on the basis of broker quotations or valuations provided by a pricing service, which in determining value utilizes information with respect to recent sales, market transactions in comparable securities, quotations from dealers, and various relationships between securities. Securities held by any underlying unaffiliated mutual funds will be valued as set forth in the respective prospectuses of the underlying unaffiliated funds. Short-term investments having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market value. As required, some securities and assets held by the underlying affiliated mutual funds or directly by the funds are valued at fair value as determined in good faith by, or under the direction of, the Board of Trustees. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the fund’s NAV.

Liabilities: Accrued liabilities for class-specific expenses (if any), distribution fees, service fees and other liabilities are deducted from the assets of each class. Accrued expenses and liabilities that are not class specific (such as management fees) are allocated to each class in proportion to each class’s net assets except where an alternative allocation can be more appropriately made.

Net Asset Value: The liabilities allocated to a class are deducted from the proportionate interest of such class in the assets of the applicable fund. The resulting amount for each class is then divided by the number of shares outstanding of that class to produce each class’s NAV per share.

The NAV per share of each class of each fund is determined as of the close of regular trading (normally 4:00 PM eastern time) on days when the New York Stock Exchange (“NYSE”) is open for trading. A fund will not calculate its NAV per share class on days when the NYSE is closed for trading. If a fund (or underlying fund, as applicable) holds securities that are traded on foreign exchanges that trade on weekends or other holidays when the funds do not price

 

Virtus Mutual Funds     191   


Table of Contents

their shares, the NAV of the funds’ shares may change on days when shareholders will not be able to purchase or redeem the funds’ shares.

How are securities fair valued?

If market quotations are not readily available or available prices are not reliable, the funds (or underlying funds, as applicable) determine a “fair value” for an investment according to policies and procedures approved by the Board of Trustees. The types of assets for which such pricing might be required include (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt securities that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source does not, in the opinion of the adviser/subadviser, reflect the security’s market value; (vii) foreign securities subject to trading collars for which no or limited trading takes place; and (viii) securities where the market quotations are not readily available as a result of “significant” events. This list is not inclusive of all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.

The value of any portfolio security held by a fund for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the security’s “fair value” on the valuation date ( i.e. , the amount that the fund might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) an evaluation of the forces which influence the market in which these securities are purchased and sold ( e.g. , the existence of merger proposals or tender offers that might affect the value of the security); (iii) price quotes from dealers and/or pricing services; (iv) an analysis of the company’s financial statements; (v) trading volumes on markets, exchanges or among dealers; (vi) recent news about the security or issuer; (vii) changes in interest rates; (viii) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (ix) whether two or more dealers with whom the adviser/subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; (x) other news events or relevant matters; and (xi) government (domestic or foreign) actions or pronouncements.

Certain foreign common stocks may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that foreign markets close (where the security is principally traded) and the time that the fund calculates its NAV (generally, the close of regular trading on the NYSE) that may impact the value of securities traded in these foreign markets. In such cases, information from an external vendor may be utilized to adjust closing market prices of certain foreign common stocks to reflect their fair value. Because the frequency of significant events is not predictable, fair valuation of certain foreign common stocks may occur on a frequent basis.

The value of a security, as determined using the funds’ fair valuation procedures, may not reflect such security’s market value.

The Virtus Alternatives Diversifier Fund purchases Class I Shares of the underlying affiliated mutual funds at NAV.

At what price are shares purchased?

All investments received by the funds’ authorized agents in good order prior to the close of regular trading on the NYSE (normally 4:00 PM eastern time) will be executed based on that day’s NAV. Shares credited to your account from the reinvestment of fund distributions will be in full and fractional shares that are purchased at the closing net asset value on the next business day on which the respective fund’s NAV is calculated following the dividend record date.

 

192    Virtus Mutual Funds


Table of Contents

Sales Charges

 

What are the classes and how do they differ?

Presently, each fund offers from two to five classes of shares. With the exception of Class I Shares, each class of shares has different sales and distribution charges. (See “Fees and Expenses” in each fund’s “Fund Summary,” previously in this prospectus.) For certain classes of shares, the funds have adopted distribution and service plans allowed under Rule 12b-1 of the 1940 Act, as amended, that authorize the funds to pay distribution and service fees for the sale of their shares and for services provided to shareholders.

Important Information about Class B Shares. Class B shares of the funds are no longer available for purchase by new or existing shareholders, except by existing shareholders through “Qualifying Transactions,” which consist of the following: (1) reinvestment of dividends and/or capital gain distributions; and (2) exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds, as permitted by the existing exchange privileges (discussed below under the heading “Exchange Privileges” within the section entitled “Account Policies”). Shareholders who own Class B Shares may continue to hold such shares until they convert to Class A Shares under the existing conversion schedule, as described in this prospectus section under the heading “What arrangement is best for you?”

What arrangement is best for you?

The different classes of shares permit you to choose the method of purchasing shares that is most beneficial to you. In choosing a class of shares, consider the amount of your investment, the length of time you expect to hold the shares, whether you decide to receive distributions in cash or to reinvest them in additional shares, and any other personal circumstances. Depending upon these considerations, the accumulated distribution and service fees and contingent deferred sales charges of one class of shares may be more or less than the initial sales charge and accumulated distribution and service fees of another class of shares bought at the same time. Because distribution and service fees are paid out of a fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Your financial representative should recommend only those arrangements that are suitable for you based on known information. In certain instances, you may be entitled to a reduction or waiver of sales charges. For instance, you may be entitled to a sales charge discount on Class A Shares if you purchase more than certain breakpoint amounts. You should inform or inquire of your financial representative whether or not you may be entitled to a sales charge discount attributable to your total holdings in a fund or affiliated funds. To determine eligibility for a sales charge discount, you may aggregate all of your accounts (including joint accounts, retirement accounts such as IRAs, non-IRAs, etc.) and those of your spouse and minor children. The financial representative may request you to provide an account statement or other holdings information to determine your eligibility for a breakpoint and to make certain all involved parties have the necessary data. Additional information about the classes of shares offered, sales charges, breakpoints and discounts follows in this section and also may be found in the SAI in the section entitled “How to Buy Shares.” This information is available free of charge, and in a clear and prominent format, at the Individual Investors section of virtus.com . Please be sure that you fully understand these choices before investing. If you or your financial representative require additional assistance, you may also contact Virtus Mutual Fund Services by calling toll-free 800-243-1574.

Class A Shares (all funds). If you purchase Class A Shares, you will pay a sales charge at the time of purchase equal to the following: for Virtus Multi-Sector Short Term Bond Fund, 2.25% of the offering price (2.30% of the amount invested); for Virtus CA Tax-Exempt Bond Fund and Senior Floating Rate Fund, 2.75% of the offering price (2.83% of the amount invested); for Virtus Bond Fund, Virtus Disciplined Select Bond Fund, Virtus Emerging Markets Debt Fund, Virtus High Yield Fund and Virtus Multi-Sector Fixed Income Fund, 3.75% of the offering price (3.90% of the amount invested); and for the other funds, 5.75% of the offering price (6.10% of the amount invested). The sales charge may be reduced or waived under certain conditions. (See “Initial Sales Charge Alternative—Class A Shares” below.) Generally, Class A Shares are not subject to any charges by the fund when redeemed; however, a contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions within 18 months on exchanges from a Virtus non-money market fund into a Virtus money market fund and purchases on which a finder’s fee has been paid. For all Virtus fixed income funds, Virtus AlphaSector Rotation Fund and Virtus Disciplined Select Bond Fund, the CDSC is

 

Virtus Mutual Funds     193   


Table of Contents

0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%. The 18-month period begins on the last day of the month preceding the month in which the purchase was made. Class A Shares have lower distribution and service fees (0.25%) and generally pay higher dividends than Class B Shares and Class C Shares.

Class B Shares (Virtus Bond Fund, Virtus Dynamic AlphaSector Fund, Virtus Global Opportunities Fund, Virtus High Yield Fund, Virtus Multi-Sector Fixed Income Fund, Virtus Multi-Sector Short Term Bond Fund and Virtus Real Estate Securities Fund only). If you sell your Class B Shares of the Virtus Multi-Sector Short Term Bond Fund within the first three years after they were purchased, you will pay a deferred sales charge of up to 2% of your shares’ value. If you sell your Class B Shares of the other funds within the first five years after they were purchased, you will pay a deferred sales charge of up to 5% of your shares’ value. (See “Deferred Sales Charge Alternative—Class B Shares, Class C Shares and Class T Shares” below.) This charge declines to 0% over a period of three years for the Virtus Multi-Sector Short Term Bond Fund and a period of five years for the other funds, and may be waived under certain conditions. Class B Shares have higher distribution and service fees (1.00%; 0.75% for Virtus Multi-Sector Short Term Bond Fund) and pay lower dividends than Class A Shares. Class B Shares automatically convert to Class A Shares eight years after purchase (seven years after purchase for the Virtus Dynamic AlphaSector Fund and six years after purchase for Virtus Multi-Sector Short Term Bond Fund).

Class C Shares (not offered by Virtus CA Tax-Exempt Bond Fund). If you purchase Class C Shares, you will not pay a sales charge at the time of purchase. You will not pay any sales charges on Class C Shares of the Virtus Multi-Sector Short-Term Bond Fund when you sell them. If you sell your Class C Shares of the other funds within the first year after they are purchased, you will pay a deferred sales charge of 1% (1.25% for Virtus Dynamic AlphaSector Fund). (See “Deferred Sales Charge Alternative—Class B Shares, Class C Shares and Class T Shares” below.) Class C Shares of the Virtus Multi-Sector Short Term Bond Fund have lower distribution and service fees (0.50%) and pay higher dividends than Class B Shares. Class C Shares of the other funds have the same distribution and service fees (1.00%) and pay comparable dividends as Class B Shares. Class C Shares do not convert to any other class of shares of the fund, so the higher distribution and service fees paid by Class C Shares continue for the life of the account.

Class T Shares (Virtus Multi-Sector Short Term Bond Fund only). If you purchase Class T Shares, you will not pay a sales charge at the time of purchase. If you sell your Class T Shares within the first year after they are purchased, you will pay a sales charge of 1%. (See “Deferred Sales Charge Alternative—Class B Shares, Class C Shares and Class T Shares” below.) Class T Shares have higher distribution and service fees (1.00%) and pay lower dividends than Class B Shares. Class T Shares do not convert to any other class of shares of the fund, so the higher distribution and service fees paid by Class T Shares continue for the life of the account.

Class I Shares. Class I shares are offered primarily to clients of financial intermediaries that (i) charge such clients an ongoing fee for advisory, investment, consulting or similar services, or (ii) have entered into an agreement with the funds’ distributor to offer Class I shares through a no-load network or platform. Such clients may include pension and profit sharing plans, other employee benefit trusts, endowments, foundations and corporations. Class I shares are also offered to private and institutional clients of, or referred by, the adviser, a subadviser or their affiliates, and to Trustees of the funds and trustees/directors of affiliated open- and closed-end funds, and directors, officers and employees of Virtus and its affiliates. If you are eligible to purchase and do purchase Class I Shares, you will pay no sales charge at any time. There are no distribution and service fees applicable to Class I Shares. For additional information about purchasing Class I Shares, please contact Virtus Mutual Fund Services by calling 800-243-1574.

Initial Sales Charge Alternative—Class A Shares

The public offering price of Class A Shares is the NAV plus a sales charge that varies depending on the size of your purchase. (See “Class A Shares—Reduced Initial Sales Charges” in the SAI.) Shares purchased based on the automatic reinvestment of income dividends or capital gain distributions are not subject to any sales charges. The sales charge is divided between your investment dealer and VP Distributors, LLC (“the Distributor.”)

 

194    Virtus Mutual Funds


Table of Contents

Sales Charge you may pay to purchase Class A Shares

Virtus Multi-Sector Short Term Bond Fund Only

 

       Sales Charge as a percentage of  
Amount of Transaction at Offering Price      Offering
Price
       Net
Amount
Invested
 
Under $50,000        2.25        2.30
$50,000 but under $100,000        1.25           1.27   
$100,000 but under $500,000        1.00           1.01   
$500,000 but under $1,000,000        0.75           0.76   
$1,000,000 or more        None           None   

Virtus CA Tax-Exempt Bond Fund and Virtus Senior Floating Rate Fund

 

       Sales Charge as a Percentage of  
Amount of Transaction at Offering Price      Offering
Price
       Amount
Invested
 
Under $50,000        2.75        2.83
$50,000 but under $100,000        2.25           2.30   
$100,000 but under $250,000        1.75           1.78   
$250,000 but under $500,000        1.25           1.27   
$500,000 but under $1,000,000        1.00           1.01   
$1,000,000 or more        None           None   

Virtus Bond Fund, Virtus Disciplined Select Bond Fund, Virtus Emerging Markets Debt Fund, Virtus High Yield Fund and Virtus Multi-Sector Fixed Income Fund

 

       Sales Charge as a Percentage of  
Amount of Transaction at Offering Price      Offering
Price
       Amount
Invested
 
Under $50,000        3.75        3.90
$50,000 but under $100,000        3.50           3.63   
$100,000 but under $250,000        3.25           3.36   
$250,000 but under $500,000        2.25           2.30   
$500,000 but under $1,000,000        1.75           1.78   
$1,000,000 or more        None           None   

All Other Funds

 

       Sales Charge as a percentage of  
Amount of Transaction at Offering Price      Offering
Price
       Net
Amount
Invested
 
Under $50,000        5.75        6.10
$50,000 but under $100,000        4.75           4.99   
$100,000 but under $250,000        3.75           3.90   
$250,000 but under $500,000        2.75           2.83   
$500,000 but under $1,000,000        2.00           2.04   
$1,000,000 or more        None           None   

 

Virtus Mutual Funds     195   


Table of Contents

Class A Sales Charge Reductions and Waivers

Investors may reduce or eliminate sales charges applicable to purchases of Class A Shares through utilization of Combination Purchase Privilege, Letter of Intent, Right of Accumulation, Purchase by Associations or the Account Reinstatement Privilege. These programs are summarized below and are described in greater detail in the SAI. Investors buying Class A Shares on which a finder’s fee has been paid may incur a CDSC if they redeem their shares within 18 months of purchase. For all Virtus fixed income funds, Virtus AlphaSector Rotation Fund and Virtus Disciplined Select Bond Fund, the CDSC is 0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%.

Combination Purchase Privilege. Your purchase of any class of shares of these funds or any other Virtus Mutual Fund (other than any Virtus money market fund), if made at the same time by the same person, will be added together with any existing Virtus Mutual Fund account values to determine whether the combined sum entitles you to an immediate reduction in sales charges. A “person” is defined in this and the following sections as (a) any individual, their spouse and minor children purchasing shares for his or their own account (including an IRA account) including his or their own trust; (b) a trustee or other fiduciary purchasing for a single trust, estate or single fiduciary account (even though more than one beneficiary may exist); (c) multiple employer trusts or certain Section 403(b) plans for the same employer; (d) multiple accounts (up to 200) under a qualified employee benefit plan or administered by a third party administrator; or (e) trust companies, bank trust departments, registered investment advisers, and similar entities placing orders or providing administrative services with respect to accounts over which they exercise discretionary investment authority and which are held in a fiduciary, agency, custodial or similar capacity, provided all shares are held of record in the name, or nominee name, of the entity placing the order.

Letter of Intent. If you sign a Letter of Intent, your purchase of any class of shares of these funds or any other Virtus Mutual Fund (other than any Virtus money market fund), if made by the same person within a 13-month period, will be added together to determine whether you are entitled to an immediate reduction in sales charges. Sales charges are reduced based on the overall amount you indicate that you will buy under the Letter of Intent. The Letter of Intent is a mutually non-binding arrangement between you and Virtus Mutual Funds. Shares worth 5% of the amount of each purchase will be held in escrow (while remaining registered in your name) to secure payment of the higher sales charges applicable to the shares actually purchased in the event the full intended amount is not purchased.

Right of Accumulation. The value of your account(s) in any class of shares of these funds or any other Virtus Mutual Fund (other than any Virtus money market fund) if made over time by the same person, may be added together at the time of each purchase to determine whether the combined sum entitles you to a prospective reduction in sales charges. You must provide certain account information to Virtus Mutual Funds or their agents at the time of purchase to exercise this right.

Purchase by Associations. Certain groups or associations may be treated as a “person” and qualify for reduced Class A Share sales charges. The group or association must: (1) have been in existence for at least six months; (2) have a legitimate purpose other than to purchase mutual fund shares at a reduced sales charge; (3) work through an investment dealer; and (4) not be a group whose sole reason for existing is to consist of members who are credit card holders of a particular company, policyholders of an insurance company, customers of a bank or a broker-dealer or clients of an investment adviser.

Account Reinstatement Privilege. Subject to the funds’ policies and procedures regarding market timing, for 180 days after you sell your Class A Shares or Class B Shares on which you previously paid a sales charge, you may purchase Class A Shares of any Virtus Mutual Fund at NAV, with no sales charge, by reinvesting all or part of your proceeds, but not more.

Sales at Net Asset Value. In addition to the programs summarized above, the funds may sell their Class A Shares at NAV without an initial sales charge to certain types of accounts or account holders, including, but not limited to: trustees of the Virtus Mutual Funds; directors, officers, employees and sales representatives of the adviser, subadviser (if any) or Distributor or a corporate affiliate of the adviser, subadviser or Distributor; private clients of an adviser or subadviser to any of the Virtus Mutual Funds; registered representatives and employees of dealers with which the Distributor has sales agreements; and certain qualified employee benefit plans, endowment funds or foundations. Please see the SAI for more information about qualifying for purchases of Class A Shares at NAV.

 

196    Virtus Mutual Funds


Table of Contents

Deferred Sales Charge Alternative—Class B Shares, Class C Shares and Class T Shares

Class B Shares, Class C Shares and Class T Shares are purchased without an initial sales charge; however, shares sold within a specified time period are subject to a declining CDSC at the rates listed below. Class C Shares of the Virtus Multi-Sector Short Term Bond Fund are purchased without an initial sales charge and are not subject to a deferred sales charge. The sales charge will be multiplied by the then current market value or the initial cost of the shares being redeemed, whichever is less. No sales charge will be imposed on increases in NAV or on shares purchased through the reinvestment of income dividends or capital gain distributions. To minimize the sales charge, shares not subject to any charge will be redeemed first, followed by shares held the longest time. To calculate the number of shares owned and time period held, all Class B Shares purchased in any month are considered purchased on the last day of the preceding month, and all Class C Shares and Class T Shares are considered purchased on the trade date.

Deferred Sales Charge you may pay to sell Class B Shares

Virtus Dynamic AlphaSector Fund Only

 

Year    1        2        3        4        5        6        7+  
CDSC      5        4        3        3        2        1        0
Virtus Multi-Sector Short Term Bond Fund Only   
Year    1        2        3        4+                                   
CDSC      2        1.5        1        0               
All Other Funds that previously offered Class B Shares   
Year    1        2        3        4        5        6+             
CDSC      5        4        3        2        2        0     
Deferred Sales Charge you may pay to sell Class C Shares   
Virtus Dynamic AlphaSector Fund Only   
Year    1        2+                                                         
CDSC      1.25        0                         
All Other Funds Offering Class C Shares   
Year    1        2+                                                         
CDSC      1        0                         

You will not pay any deferred sales charge to sell Class C Shares of the Virtus Multi-Sector Short Term Bond Fund.

Deferred Sales charge you may pay to sell Class T Shares

Virtus Multi-Sector Short Term Bond Fund only

 

Year    1        2+                                               
CDSC      1        0                         

Compensation to Dealers

Dealers with whom the Distributor has entered into sales agreements receive a discount or commission on Class A Shares as described below.

 

Virtus Mutual Funds     197   


Table of Contents

Virtus Multi-Sector Short Term Bond Fund Only

 

Amount of
Transaction
at Offering Price
     Sales Charge as a
Percentage of
Offering Price
     Sales Charge as a
Percentage of
Amount Invested
     Dealer Discount as a
Percentage of
Offering Price
 
Under $50,000        2.25      2.30      2.00
$50,000 but under $100,000        1.25         1.27         1.00   
$100,000 but under $500,000        1.00         1.01         1.00   
$500,000 but under $1,000,000        0.75         0.76         0.75   
$1,000,000 or more        None         None         None   

Virtus CA Tax-Exempt Bond Fund and Virtus Senior Floating Rate Fund

 

Amount of
Transaction
at Offering Price
     Sales Charge as a
Percentage of
Offering Price
     Sales Charge as a
Percentage of
Amount Invested
     Dealer Discount as a
Percentage of
Offering Price
 
Under $50,000        2.75      2.83      2.25
$50,000 but under $100,000        2.25         2.30         2.00   
$100,000 but under $250,000        1.75         1.78         1.50   
$250,000 but under $500,000        1.25         1.27         1.00   
$500,000 but under $1,000,000        1.00         1.01         1.00   
$1,000,000 or more        None         None         None   

Virtus Bond Fund, Virtus Disciplined Select Bond Fund, Virtus Emerging Markets Debt Fund, Virtus High Yield Fund and Virtus Multi-Sector Fixed Income Fund

 

Amount of
Transaction
at Offering Price
     Sales Charge as a
Percentage of
Offering Price
     Sales Charge as a
Percentage of
Amount Invested
     Dealer Discount as a
Percentage of
Offering Price
 
Under $50,000        3.75      3.90      3.25
$50,000 but under $100,000        3.50         3.63         3.00   
$100,000 but under $250,000        3.25         3.36         2.75   
$250,000 but under $500,000        2.25         2.30         2.00   
$500,000 but under $1,000,000        1.75         1.78         1.50   
$1,000,000 or more        None         None         None   

All Other Funds

 

Amount of
Transaction
at Offering Price
     Sales Charge as a
Percentage of
Offering Price
     Sales Charge as a
Percentage of
Amount Invested
     Dealer Discount as a
Percentage of
Offering Price
 
Under $50,000        5.75      6.10      5.00
$50,000 but under $100,000        4.75         4.99         4.25   
$100,000 but under $250,000        3.75         3.90         3.25   
$250,000 but under $500,000        2.75         2.83         2.25   
$500,000 but under $1,000,000        2.00         2.04         1.75   
$1,000,000 or more        None         None         None   

With respect to Class C Shares, the Distributor intends to pay investment dealers a sales commission of 1% of the sale price of Class C Shares (0% for Virtus Multi-Sector Short Term Bond Fund) and Class T Shares (Virtus Multi-Sector Short Term Bond Fund only). (This sales commission will not be paid to dealers for sales of Class C Shares purchased

 

198    Virtus Mutual Funds


Table of Contents

by 401(k) participants of the Merrill Lynch Daily K Plan due to a waiver of the CDSC for these plan participants’ purchases.) Your broker, dealer or financial advisor may also charge you additional commissions or fees for their services in selling shares to you provided they notify the Distributor of their intention to do so.

Dealers and other entities that enter into special arrangements with the Distributor may receive compensation for the sale and promotion of shares of these funds and/or for providing other shareholder services. Such fees are in addition to the sales commissions referenced above and may be based upon the amount of sales of fund shares by a dealer; the provision of assistance in marketing of fund shares; access to sales personnel and information dissemination services; provision of recordkeeping and administrative services to qualified employee benefit plans; and other criteria as established by the Distributor. Depending on the nature of the services, these fees may be paid either from the funds through distribution fees, service fees or transfer agent fees or, in some cases, the Distributor may pay certain fees from its own profits and resources.

From its own profits and resources, the Distributor may, from time to time, make payments to qualified wholesalers, registered financial institutions and third party marketers for marketing support services and/or retention of assets. Among others, the Distributor has agreed to make such payments for marketing support services to AXA Advisors, LLC. Additionally, for Virtus fixed income funds, Virtus AlphaSector Rotation Fund and Virtus Disciplined Select Bond Fund, the Distributor may pay broker-dealers a finder’s fee in an amount equal to 0.50% of eligible Class A Share purchases from $1,000,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. For all other Virtus Mutual Funds, the Distributor may pay broker-dealers a finder’s fee in an amount equal to 1.00% of eligible Class A Share purchases from $1,000,000 to $3,000,000, 0.50% on amounts of $3,000,001 to $10,000,000, and 0.25% on amounts greater than $10,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a finder’s fee only if such plan has at least 100 eligible employees. A CDSC may be imposed on certain redemptions of such investments within 18 months of purchase. For all Virtus fixed income funds, Virtus AlphaSector Rotation Fund and Virtus Disciplined Select Bond Fund, the CDSC is 0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%. For purposes of determining the applicability of the CDSC, the 18-month period begins on the last day of the month preceding the month in which the purchase was made. The Distributor will also pay broker-dealers a service fee of 0.25% beginning in the thirteenth month following purchase of Class A Shares on which a finder’s fee has been paid. The Distributor reserves the right to discontinue or alter such fee payment plans at any time.

From its own resources or pursuant to the distribution and shareholder servicing plans, and subject to the dealers’ prior approval, the Distributor may provide additional compensation to registered representatives of dealers in the form of travel expenses, meals, and lodging associated with training and educational meetings sponsored by the Distributor. The Distributor may also provide gifts amounting in value to less than $100, and occasional meals or entertainment, to registered representatives of dealers. Any such travel expenses, meals, lodging, gifts or entertainment paid will not be preconditioned upon the registered representatives’ or dealers’ achievement of a sales target. The Distributor may, from time to time, reallow the entire portion of the sales charge on Class A Shares which it normally retains to individual selling dealers. However, such additional reallowance generally will be made only when the selling dealer commits to substantial marketing support such as internal wholesaling through dedicated personnel, internal communications and mass mailings.

The Distributor has agreed to pay fees to certain distributors for preferred marketing opportunities. These arrangements may be viewed as creating a conflict of interest between these distributors and investors. Investors should make due inquiry of their selling agents to ensure that they are receiving the requisite point of sale disclosures and suitable recommendations free of any influence by reason of these arrangements.

Your Account

 

Opening an Account

Your financial advisor can assist you with your initial purchase as well as all phases of your investment program. If you are opening an account by yourself, please follow the instructions outlined below. These procedures do not apply to purchases of Class I Shares. For information about purchasing Class I Shares, please contact Virtus Mutual Fund Services by calling 800-243-1574.

 

Virtus Mutual Funds     199   


Table of Contents

The funds have established the following preferred methods of payment for fund shares:

 

  ·  

Checks drawn on an account in the name of the investor and made payable to Virtus Mutual Funds;

 

  ·  

Checks drawn on an account in the name of the investor’s company or employer and made payable to Virtus Mutual Funds; or

 

  ·  

Wire transfers or Automated Clearing House (“ACH”) transfers from an account in the name of the investor, or the investor’s company or employer.

Payment in other forms may be accepted at the discretion of the funds; however, the funds generally do not accept such other forms of payment as cash equivalents (such as traveler’s checks, cashier’s checks, money orders or bank drafts), starter checks, credit card convenience checks, or certain third party checks. Please specify the name(s) of the fund or funds in which you would like to invest on the check or transfer instructions.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, when you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may check the information you provide against publicly available databases, information obtained from consumer reporting agencies, other financial institutions or other sources. If, after reasonable effort, we cannot verify your identity, we reserve the right to close the account and redeem the shares at the NAV next calculated after the decision is made by us to close the account.

Step 1.

Your first choice will be the initial amount you intend to invest.

Minimum initial investments:

 

  >  

$100 for individual retirement accounts (IRAs), accounts that use the systematic exchange privilege or accounts that use the Systematic Purchase program. (See below for more information on the Systematic Purchase program.)

 

  >  

There is no initial dollar requirement for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans. There is also no minimum for reinvesting dividends and capital gains into another account. Additionally, shareholders who own Class B Shares of a fund may purchase Class A Shares or Class C Shares of the same fund without regard to the minimum initial investment requirements.

 

  >  

$2,500 for all other accounts.

Minimum additional investments:

 

  >  

$100 for any account.

 

  >  

There is no minimum additional investment requirement for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans. There is also no minimum additional investment requirement for reinvesting dividends and capital gains into an existing account.

The funds reserve the right to refuse a purchase order for any reason.

Step 2.

Your second choice will be what class of shares to buy. Each share class has different sales and distribution charges. Because all future investments in your account will be made in the share class you choose when you open your account, you should make your decision carefully. Your financial advisor can help you pick the share class that makes the most sense for your situation.

 

200    Virtus Mutual Funds


Table of Contents

Step 3.

Your next choice will be how you want to receive any dividends and capital gain distributions. Your options are:

 

  >  

Receive both dividends and capital gain distributions in additional shares;

 

  >  

Receive dividends in additional shares and capital gain distributions in cash;

 

  >  

Receive dividends in cash and capital gain distributions in additional shares; or

 

  >  

Receive both dividends and capital gain distributions in cash.

No interest will be paid on uncashed distribution checks.

How to Buy Shares

 

 

      To Open An Account
(Class A, Class C and Class T Shares only)
Through a financial advisor   Contact your advisor. Some advisors may charge a fee and may set different minimum investments or limitations on buying shares.
Through the mail   Complete a New Account Application and send it with a check payable to the fund. Mail them to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.
Through express delivery   Complete a New Account Application and send it with a check payable to the fund. Send them to: Virtus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722.
By Federal Funds wire   Call us at 800-243-1574 (press 1, then 0).
By Systematic Purchase   Complete the appropriate section on the application and send it with your initial investment payable to the fund. Mail them to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.
By telephone exchange   Call us at 800-243-1574 (press 1, then 0).

The price at which a purchase is effected is based on the NAV determined after receipt of a purchase order in good order by the funds’ transfer agent, Virtus Fund Services, LLC (the “Transfer Agent”). A purchase order is generally in “good order” if an acceptable form of payment accompanies the purchase order and the order includes the appropriate application(s) and/or other form(s) and any supporting legal documentation required by the Transfer Agent, each in legible form.

Each fund reserves the right to refuse any order that may disrupt the efficient management of that fund.

How to Sell Shares

 

You have the right to have the funds buy back shares at the NAV next determined after receipt of a redemption order by the funds’ Transfer Agent or an authorized agent. In the case of a Class B Share, Class C Share or Class T Share redemption, and certain Class A Share redemptions, you will be subject to the applicable contingent deferred sales charge, if any, for such shares. Subject to certain restrictions, shares may be redeemed by telephone or in writing. In addition, shares may be sold through securities dealers, brokers or agents who may charge customary commissions or fees for their services. The funds do not charge any redemption fees. Payment for shares redeemed is generally made within seven days; however, redemption proceeds will not be disbursed until each check used for purchases of shares has been cleared for payment by your bank, which may take up to 15 days after receipt of the check.

 

Virtus Mutual Funds     201   


Table of Contents
      To Sell Shares
(Class A, Class B, Class C and Class T Shares only)
Through a financial advisor   Contact your advisor. Some advisors may charge a fee and may set different minimums on redemptions of accounts.
Through the mail   Send a letter of instruction to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074. Be sure to include the registered owner’s name, fund and account number and number of shares or dollar value you wish to sell.
Through express delivery   Send a letter of instruction to: Virtus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722. Be sure to include the registered owner’s name, fund and account number and number of shares or dollar value you wish to sell.
By telephone   For sales up to $50,000, requests can be made by calling 800-243-1574.
By telephone exchange   Call us at 800-243-1574 (press 1, then 0).
By check (fixed income funds only)   If you selected the checkwriting feature, you may write checks for amounts of $250 or more. Checks may not be used to close accounts.

Things You Should Know When Selling Shares

 

You may realize a taxable gain or loss (for federal income tax purposes) if you redeem shares of the funds. Each fund reserves the right to pay large redemptions “in kind” ( i.e. , in securities owned by the fund) rather than in cash. Large redemptions are those that exceed $250,000 or 1% of the fund’s net assets, whichever is less, over any 90-day period. Additional documentation will be required for redemptions by organizations, fiduciaries, or retirement plans, or if a redemption is requested by anyone but the shareholder(s) of record. Transfers between broker-dealer “street” accounts are governed by the accepting broker-dealer.

Questions regarding this type of transfer should be directed to your financial advisor. Redemption requests will not be honored until all required documents, in proper form, have been received. To avoid delay in redemption or transfer, shareholders having questions about specific requirements should contact the funds’ Transfer Agent at 800-243-1574.

Redemptions by Mail

 

Þ  

If you are selling shares held individually, jointly, or as custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act:

Send a clear letter of instruction if both of these apply:

 

  ·  

The proceeds do not exceed $50,000.

 

  ·  

The proceeds are payable to the registered owner at the address on record.

 

  ·  

Send a clear letter of instruction with a signature guarantee when any of these apply:

 

  ·  

You are selling more than $50,000 worth of shares.

 

  ·  

The name or address on the account has changed within the last 30 days.

 

  ·  

You want the proceeds to go to a different name or address than on the account.

 

Þ  

If you are selling shares held in a corporate or fiduciary account, please contact the funds’ Transfer Agent at 800-243-1574.

If required, the signature guarantee must be a STAMP 2000 Medallion guarantee and be made by an eligible guarantor institution as defined by the funds’ Transfer Agent in accordance with its signature guarantee procedures. Guarantees using previous technology medallions will not be accepted. As of the date of the Prospectus, the Transfer Agent’s signature guarantee procedures generally permit guarantees by banks, broker-dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations.

 

202    Virtus Mutual Funds


Table of Contents

Selling Shares by Telephone

The Transfer Agent will use reasonable procedures to confirm that telephone instructions are genuine. Address and bank account information are verified, redemption instructions are taped, and all redemptions are confirmed in writing.

The individual investor bears the risk from instructions given by an unauthorized third-party that the Transfer Agent reasonably believed to be genuine.

The Transfer Agent may modify or terminate the telephone redemption privilege at any time with 60 days’ notice to shareholders, except for instances of disruptive trading or market timing; in such cases, the telephone redemption privilege may be suspended immediately, followed by written notice. (See “Disruptive Trading and Market Timing” in this prospectus.)

During times of drastic economic or market changes, telephone redemptions may be difficult to make or temporarily suspended.

Account Policies

 

Account Reinstatement Privilege

Subject to the funds’ policies and procedures regarding market timing, for 180 days after you sell your Class A Shares or Class B Shares on which you have previously paid a sales charge, you may purchase Class A Shares of any Virtus Mutual Fund at NAV, with no sales charge, by reinvesting all or part of your proceeds, but not more. Send your written request to Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074. You can call Virtus Mutual Fund Services at 800-243-1574 for more information.

Please remember, a redemption and reinvestment are considered to be a sale and purchase for tax-reporting purposes. Class B shareholders who have had the contingent deferred sales charge waived because they are in the Systematic Withdrawal Program are not eligible for this reinstatement privilege.

Annual Fee on Small Accounts

To help offset the costs associated with maintaining small accounts, Virtus Mutual Funds reserve the right to assess an annual $25 small account fee on fund accounts with a balance below $2,500. The small account fee may be waived in certain circumstances, such as for accounts that have elected electronic delivery of statements/regulatory documents and accounts owned by shareholders having multiple accounts with a combined value of over $25,000. The small account fee does not apply to accounts held through a financial intermediary.

The small account fee will be collected through the automatic sale of shares in your account. We will send you written notice before we charge the $25 fee so that you may increase your account balance above the minimum, sign up for electronic delivery, consolidate your accounts or liquidate your account. You may take these actions at any time by contacting your investment professional of the Transfer Agent.

Redemption of Small Accounts

Due to the high cost of maintaining small accounts, if your redemption activity causes your account balance to fall below $200, you may receive a notice requesting you to bring the balance up to $200 within 60 days. If you do not, the shares in the account will be sold at NAV, and a check will be mailed to the address of record.

Distributions of Small Amounts

Distributions in amounts less than $10 will automatically be reinvested in additional shares of the applicable fund.

Uncashed Checks

If any correspondence sent by a fund is returned by the postal or other delivery service as “undeliverable,” your dividends or any other distribution may be automatically reinvested in the respective fund.

 

Virtus Mutual Funds     203   


Table of Contents

If your distribution check is not cashed within six months, the distribution may be reinvested in the fund at the current NAV. You will not receive any interest on uncashed distribution or redemption checks. This provision may not apply to certain retirement or qualified accounts.

Inactive Accounts

As required by the laws of certain states, if no activity occurs in an account within the time period specified by your state law, the assets in your account may be transferred to the state.

Exchange Privileges

You should read the prospectus of the Virtus Mutual Fund(s) into which you want to make an exchange before deciding to make an exchange. You can obtain a prospectus from your financial advisor; by calling 800-243-4361; or on the Internet at virtus.com .

 

  ·  

You may exchange shares of one fund for the same class of shares of another Virtus Mutual Fund ( e.g. , Class A Shares for Class A Shares). Class C Shares are also exchangeable for Class T Shares of those Virtus Mutual Funds offering them. Exchange privileges may not be available for all Virtus Mutual Funds and may be rejected or suspended.

 

  ·  

On exchanges into Class A of a Virtus money market fund from Class A of a Virtus non-money market fund made within 18 months of a finder’s fee being paid on such Virtus non-money market fund shares, a CDSC may be assessed on exchange proceeds. For all Virtus fixed income funds, Virtus AlphaSector Rotation Fund and Virtus Disciplined Select Bond Fund, the CDSC is 0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%.

 

  ·  

Exchanges may be made by telephone (800-243-1574) or by mail (Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074)).

 

  ·  

The amount of the exchange must be equal to or greater than the minimum initial investment required, unless the minimum has been waived (as described in the SAI).

 

  ·  

The exchange of shares is treated as a sale and a purchase for federal income tax purposes.

 

  ·  

In certain circumstances, a fund or the Distributor may enter into an agreement with a financial intermediary to permit exchanges from one class of a fund into another class of the same fund, subject to certain conditions. Such exchanges will only be permitted if, among other things, the financial intermediary agrees to follow procedures established by the fund or Distributor, which generally will require that the exchanges be carried out (i) within accounts maintained and controlled by the intermediary, (ii) on behalf of all or a particular segment of beneficial owners holding shares of the affected fund within those accounts, and (iii) all at once or within a given time period, or as agreed upon in writing by the fund or the Distributor and the financial intermediary. A shareholder’s ability to make this type of exchange may be limited by operational or other limitations of his or her financial intermediary or the fund.

Disruptive Trading and Market Timing

These funds are not suitable for market timers and market timers are discouraged from becoming investors. Your ability to make exchanges among Virtus Mutual Funds is subject to modification if we determine, in our sole opinion, that your exercise of the exchange privilege may disadvantage or potentially harm the rights or interests of other shareholders.

Frequent purchases, redemptions and exchanges, programmed exchanges, exchanges into and then out of a fund in a short period of time, and exchanges of large amounts at one time may be indicative of market timing and otherwise disruptive trading (“Disruptive Trading”) which can have risks and harmful effects for other shareholders. These risks and harmful effects include:

 

  ·  

dilution of the interests of long-term investors, if market timers or others exchange into a fund at prices that are below the true value or exchange out of a fund at prices that are higher than the true value;

 

204    Virtus Mutual Funds


Table of Contents
  ·  

an adverse effect on portfolio management, as determined by portfolio management in its sole discretion, such as causing the fund to maintain a higher level of cash than would otherwise be the case, or causing the fund to liquidate investments prematurely; and

 

  ·  

reducing returns to long-term shareholders through increased brokerage and administrative expenses.

Additionally, the nature of the portfolio holdings of Virtus Foreign Opportunities Fund, Virtus Global Commodities Stock Fund, Virtus Global Dividend Fund, Virtus Global Opportunities Fund, Virtus Global Real Estate Securities Fund, Virtus Greater Asia ex Japan Opportunities Fund, Virtus Greater European Opportunities Fund, Virtus International Equity Fund and Virtus International Real Estate Securities Fund, or the ETFs and underlying mutual funds in which the Virtus Alternatives Diversifier Fund may invest, may expose those funds to investors who engage in the type of market timing trading that seeks to take advantage of possible delays between the change in the value of a mutual fund’s portfolio holdings and the reflection of the change in the NAV of the fund’s shares, sometimes referred to as “time-zone arbitrage.” Arbitrage market timers seek to exploit possible delays between the change in the value of a mutual fund’s portfolio holdings and the NAV of the fund’s shares in funds that hold significant investments in foreign securities because certain foreign markets close several hours ahead of the U.S. markets. If an arbitrageur is successful, the value of the fund’s shares may be diluted if redeeming shareholders receive proceeds (and buying shareholders receive shares) based upon NAVs which do not reflect appropriate fair value prices.

In order to attempt to protect our shareholders from the potential harmful effects of Disruptive Trading, the funds’ Board of Trustees has adopted market timing policies and procedures designed to discourage Disruptive Trading. The Board has adopted these policies and procedures as a preventive measure to protect all shareholders from the potential effects of Disruptive Trading, while also abiding by any rights that shareholders may have to make exchanges and provide reasonable and convenient methods of making exchanges that do not have the potential to harm other shareholders.

Excessive trading activity is measured by the number of roundtrip transactions in an account. A roundtrip transaction is one where a shareholder buys and then sells, or sells and then buys, shares of any fund within 30 days. Shareholders of the funds are limited to one roundtrip transaction within any rolling 30-day period. Roundtrip transactions are counted at the shareholder level. In considering a shareholder’s trading activity, the funds may consider, among other factors, the shareholder’s trading history both directly and, if known, through financial intermediaries, in the funds, in other funds within the Virtus Mutual Fund complex, in non-Virtus mutual funds or in accounts under common control or ownership. We do not include exchanges made pursuant to the dollar cost averaging or other similar programs when applying our market timing policies. Systematic withdrawal and/or contribution programs, mandatory retirement distributions, and transactions initiated by a plan sponsor also will not count towards the roundtrip limits. The funds may permit exchanges that they believe, in the exercise of their judgment, are not disruptive. The size of the fund and the size of the requested transaction may be considered when determining whether or not the transaction would be disruptive.

Shareholders holding shares for at least 30 days following investment will ordinarily be in compliance with the funds’ policies regarding market timing. The funds may, however, take action if activity is deemed disruptive even if shares are held longer than 30 days, such as a request for a transaction of an unusually large size. The size of the fund and the size of the requested transaction may be considered when determining whether or not the transaction would be disruptive.

Under our market timing policies, we may modify your exchange privileges for some or all of the funds by not accepting an exchange request from you or from any person, asset allocation service, and/or market timing services made on your behalf. We may also limit the amount that may be exchanged into or out of any fund at any one time or could revoke your right to make Internet, telephone or facsimile exchanges. We may reinstate Internet, telephone and facsimile exchange privileges after they are revoked, but we will not reinstate these privileges if we have reason to believe that they might be used thereafter for Disruptive Trading.

The funds currently do not charge exchange or redemption fees, or any other administrative charges on fund exchanges. The funds reserve the right to impose such fees and/or charges in the future.

Orders for the purchase of fund shares are subject to acceptance by the relevant fund. We reserve the right to reject, without prior notice, any exchange request into any fund if the purchase of shares in the corresponding fund is not accepted for any reason.

 

Virtus Mutual Funds     205   


Table of Contents

The funds do not have any arrangements with any person, organization or entity to permit frequent purchases and redemptions of fund shares.

We may, without prior notice, take whatever action we deem appropriate to comply with or take advantage of any state or federal regulatory requirement. The funds reserve the right to reject any purchase or exchange transaction at any time. If we reject a purchase or exchange for any reason, we will notify you of our decision in writing.

The funds cannot guarantee that their policies and procedures regarding market timing will be effective in detecting and deterring all Disruptive Trading.

Retirement Plans

Shares of the funds may be used as investments under the following retirement plans: traditional IRA, rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA, 401(k) plans, profit-sharing, money purchase plans, and certain 403(b) plans. For more information, call 800-243-4361.

Investor Services and Other Information

 

Systematic Purchase is a systematic investment plan that allows you to have a specified amount automatically deducted from your checking or savings account and then deposited into your mutual fund account. Just complete the Systematic Purchase Section on the application and include a voided check.

Systematic Exchange allows you to automatically move money from one Virtus Mutual Fund to another on a monthly, quarterly, semiannual or annual basis. Shares of one Virtus Mutual Fund will be exchanged for shares of the same class of another Virtus Mutual Fund at the interval you select. To sign up, just complete the Systematic Exchange Section on the application. Exchange privileges may not be available for all Virtus Mutual Funds, and may be rejected or suspended.

Telephone Exchange lets you exchange shares of one Virtus Mutual Fund for the same class of shares in another Virtus Mutual Fund, using our customer service telephone service. (See the “Telephone Exchange” section on the application.) Exchange privileges may not be available for all Virtus Mutual Funds, and may be rejected or suspended.

Systematic Withdrawal allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual, or annual basis. Sufficient shares from your account will be redeemed at the closing net asset value on the applicable payment date, with proceeds to be mailed to you or sent through ACH to your bank (at your selection). For payments to be mailed, shares will be redeemed on the 15 th of the month so that the payment is made about the 20 th of the month. For ACH payments, you may select the day of the month for the payments to be made; if no date is specified, the payments will occur on the 15 th of the month. The minimum withdrawal is $25, and minimum account balance requirements continue to apply. Shareholders in the program must own Virtus Mutual Fund shares worth at least $5,000.

Disclosure of Fund Holdings. A description of the funds’ policies and procedures with respect to the disclosure of the funds’ portfolio securities is available in the SAI.

Tax Status of Distributions

 

The funds plan to make distributions from net investment income at intervals stated in the table below and to distribute net realized capital gains, if any, at least annually.

 

Fund      Dividend Paid
Virtus Allocator Premium AlphaSector Fund      Semiannually
Virtus AlphaSector Rotation Fund      Semiannually

 

206    Virtus Mutual Funds


Table of Contents
Fund      Dividend Paid
Virtus Alternatives Diversifier Fund      Semiannually
Virtus Bond Fund      Monthly (Declared Daily)
Virtus CA Tax-Exempt Bond Fund      Monthly (Declared Daily)
Virtus Disciplined Equity Style Fund      Semiannually
Virtus Disciplined Select Bond Fund      Monthly
Virtus Disciplined Select Country Fund      Semiannually
Virtus Dynamic AlphaSector Fund      Semiannually
Virtus Emerging Markets Debt Fund      Monthly (Declared Daily)
Virtus Emerging Markets Equity Income Fund      Semiannually
Virtus Foreign Opportunities Fund      Semiannually
Virtus Global Commodities Stock Fund      Semiannually
Virtus Global Dividend Fund      Quarterly
Virtus Global Opportunities Fund      Semiannually
Virtus Global Premium AlphaSector Fund      Semiannually
Virtus Global Real Estate Securities Fund      Semiannually
Virtus Greater Asia ex Japan Opportunities Fund      Semiannually
Virtus Greater European Opportunities Fund      Semiannually
Virtus Herzfeld Fund      Quarterly
Virtus High Yield Fund      Monthly (Declared Daily)
Virtus International Equity Fund      Semiannually
Virtus International Real Estate Securities Fund      Semiannually
Virtus International Small-Cap Fund      Semiannually
Virtus Multi-Sector Fixed Income Fund      Monthly (Declared Daily)
Virtus Multi-Sector Short Term Bond Fund      Monthly (Declared Daily)
Virtus Premium AlphaSector Fund      Semiannually
Virtus Real Estate Securities Fund      Quarterly
Virtus Senior Floating Rate Fund      Monthly (Declared Daily)
Virtus Wealth Masters Fund      Semiannually

Distributions of short-term capital gains (gains on securities held for a year or less) and net investment income are taxable to shareholders as ordinary income. Certain distributions of long-term capital gains and certain dividends are taxable at a lower rate than ordinary income. Long-term capital gains, if any, distributed to shareholders and which are designated by a fund as capital gain distributions, are taxable to shareholders as long-term capital gain distributions regardless of the length of time you have owned your shares. For Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Alternatives Diversifier Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund, the use of a fund of funds structure may affect the amount, timing and character of distributions to shareholders.

 

Virtus Mutual Funds     207   


Table of Contents

With respect to Virtus CA Tax-Exempt Bond Fund, distributions of net investment income attributed to the tax-exempt interest earned by the fund and designated as “exempt-interest dividends” will be exempt from the federal income tax. Such net investment income attributable to “private activity” bonds may be a preference item for purposes of the federal alternative minimum tax. Income exempt from federal tax may be subject to state and local income tax. The fund may invest a portion of its assets in securities that generate income that is not exempt from federal or state income tax.

Unless you elect to receive distributions in cash, dividends and capital gain distributions are paid in additional shares. All distributions, cash or additional shares, are subject to federal income tax and may be subject to state, local and other taxes.

The Virtus Senior Floating Rate Fund seeks to maintain a target rate of distribution for each month. In order to do so, the fund may distribute less or more investment income than it earns on its investments each month. If, for any fiscal year, the total distributions exceed net investment income and realized net capital gains, the excess, distributed from the fund’s assets, will generally be treated as a tax-free return of capital (up to the amount of the shareholder’s tax basis in his or her shares). The amount treated as a tax-free return of capital will reduce a shareholder’s adjusted basis in his or her shares, thereby increasing his or her potential gain or reducing his or her potential loss on the sale of his or her shares. Generally, distribution rates or yields from month to month may be impacted by accruals of undistributed income, changes in the fund’s net asset value, changes in the number of accrual days, and adjustments for accounting purposes (including but not limited to changes in maturity dates of holdings and for currency gains or losses). The target rate of distribution is evaluated regularly and can change at any time. The target rate of distribution is not equivalent to the 30-day SEC yield of the fund.

 

208    Virtus Mutual Funds


Table of Contents

THIS PAGE INTENTIONALLY LEFT BLANK.


Table of Contents

Financial Highlights

 

These tables are intended to help you understand the funds’ financial performance for the past five years or since inception. For certain of the funds, the tables present performance of a predecessor fund for certain prior periods. Some of the information reflects financial information for a single fund share. The total returns in the tables represent the rate that a investor would have earned or lost on an investment in the fund (assuming reinvestment of all dividends and distributions). This information has been audited by PricewaterhouseCoopers LLP, the funds’ independent registered public accounting firm. Its report, together with the funds’ financial statements, is included in the funds’ most recent Annual Report, which is available upon request.

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
     Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
     Total
Distributions
 
Allocator Premium AlphaSector Fund                  
Class A                  
10/1/11 to 9/30/12    $ 9.69         0.09         0.98        1.07        (0.09             (0.09
3/15/11 (6)  to 9/30/11      10.00         0.07         (0.38     (0.31                      
Class C                  
10/1/11 to 9/30/12    $ 9.66         0.02         0.96        0.98        (0.04             (0.04
3/15/11 (6) to 9/30/11      10.00         0.02         (0.36     (0.34                      
Class I                  
10/1/11 to 9/30/12    $ 9.71         0.12         0.96        1.08        (0.10             (0.10
3/15/11 (6) to 9/30/11      10.00         0.10         (0.39     (0.29                      

 

      

Net

Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
    

Capital  Gains
Distributions
Received
from
Affiliated
Funds (2)

     Net
Realized and
Unrealized
Gain (Loss)
   

Total

from
Investment
Operations

    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
AlphaSector Rotation Fund                    
Class A                    
10/1/11 to 9/30/12    $ 10.67         0.14                 1.68        1.82        (0.12     (0.22     (0.34
10/1/10 to 9/30/11      10.18         0.11                 0.54        0.65        (0.16            (0.16
10/1/09 to 9/30/10      9.34         0.14                 0.76        0.90        (0.06            (0.06
10/1/08 to 9/30/09      9.95         0.15                 (0.48     (0.33     (0.15     (0.13     (0.28
10/1/07 to 9/30/08      12.81         0.18         0.29         (2.92     (2.45     (0.24     (0.17     (0.41
Class C                    
10/1/11 to 9/30/12    $ 10.56         0.06                 1.67        1.73        (0.04     (0.22     (0.26
10/1/10 to 9/30/11      10.09         0.04                 0.52        0.56        (0.09            (0.09
10/1/09 to 9/30/10      9.29         0.07                 0.75        0.82        (0.02            (0.02
10/1/08 to 9/30/09      9.88         0.08                 (0.45     (0.37     (0.09     (0.13     (0.22
10/1/07 to 9/30/08      12.74         0.09         0.30         (2.92     (2.53     (0.16     (0.17     (0.33
Class I                    
10/1/11 to 9/30/12    $ 10.67         0.17                 1.68        1.85        (0.15     (0.22     (0.37
10/1/10 to 9/30/11      10.18         0.14                 0.54        0.68        (0.19            (0.19
10/1/09 (6)  to 9/30/10      9.11         0.20                 0.94        1.14        (0.07            (0.07

 

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

 

210    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  0.98      $ 10.67        11.08   $ 66,122        1.73     1.70     0.84     211
  (0.31     9.69        (3.10 ) (4)       12,232        1.75 (3)       2.17 (3)       1.35 (3)       153 (4)  
             
  0.94      $ 10.60        10.13   $ 131,330        2.45     2.45     0.16     211
  (0.34     9.66        (3.40 ) (4)       32,390        2.50 (3)       2.85 (3)       0.43 (3)       153 (4)  
             
  0.98      $ 10.69        11.24   $ 146,634        1.49     1.46     1.17     211
  (0.29     9.71        (2.90 ) (4)       19,131        1.50 (3)       2.01 (3)       1.82 (3)       153 (4)  

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
   

Total

Return (1)

   

Net

Assets,

End of

Period

(in thousands)

   

Ratio of

Net Operating
Expenses to
Average  Net
Assets (8)

   

Ratio of Gross
Expenses to
Average

Net Assets
(before
waivers and

reimbursements) (8)

    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
   

Portfolio

Turnover
Rate

 
             
             
  1.48      $ 12.15        17.51   $ 199,268        1.02     1.02     1.22     190
  0.49        10.67        6.20        184,613        1.04        1.04        0.97        134   
  0.84        10.18        9.63        192,375        1.06        1.06        1.41        245   
  (0.61     9.34        (2.81     37,722        0.64        0.64        1.80        131   
  (2.86     9.95        (19.66     41,396        0.21 (7)       0.45        1.57        23   
             
  1.47      $ 12.03        16.60   $ 157,461        1.75     1.77     0.53     190
  0.47        10.56        5.49        144,813        1.71        1.79        0.33        134   
  0.80        10.09        8.79        133,453        1.81        1.81        0.68        245   
  (0.59     9.29        (3.41     40,118        1.38        1.38        1.03        131   
  (2.86     9.88        (20.35     50,007        0.96 (7)       1.20        0.81        23   
             
  1.48      $ 12.15        17.71   $ 122,198        0.77     0.77     1.53     190
  0.49        10.67        6.56        85,585        0.82        0.82        1.26        134   
  1.07        10.18        12.63 (4)       112,132        0.83 (3)       0.83 (3)       2.04 (3)       245   

 

Virtus Mutual Funds     211   


Table of Contents

Financial Highlights (continued)

 

 

       Net
Asset
Value,
Beginning
of Period
     Net
Investment
Income
(Loss) (2)
    

Capital  Gains
Distributions
Received
from
Affiliated
Funds (2)

     Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
     Total
Distributions
 
Alternatives Diversifier Fund                     
Class A                     
10/1/11 to 9/30/12    $ 9.68         0.10                 1.38        1.48        (0.06             (0.06
10/1/10 to 9/30/11      10.05         0.21         0.07         (0.49     (0.21     (0.16             (0.16
10/1/09 to 9/30/10      9.43         0.18         0.02         0.64        0.84        (0.22             (0.22
10/1/08 to 9/30/09      10.62         0.13         0.01         (1.22     (1.08     (0.11             (0.11
10/1/07 to 9/30/08      11.80         0.10         0.11         (1.25     (1.04     (0.14             (0.14
Class C                     
10/1/11 to 9/30/12    $ 9.55         0.02                 1.36        1.38                         
10/1/10 to 9/30/11      9.95         0.13         0.07         (0.48     (0.28     (0.12             (0.12
10/1/09 to 9/30/10      9.34         0.10         0.02         0.64        0.76        (0.15             (0.15
10/1/08 to 9/30/09      10.50         0.07         0.01         (1.19     (1.11     (0.05             (0.05
10/1/07 to 9/30/08      11.70         0.02         0.12         (1.27     (1.13     (0.07             (0.07
Class I                     
10/1/11 to 9/30/12    $ 9.70         0.13                 1.38        1.51        (0.09             (0.09
10/1/10 to 9/30/11      10.06         0.23         0.06         (0.48     (0.19     (0.17             (0.17
10/1/09 (6)  to 9/30/10      9.27         0.18         0.01         0.84        1.03        (0.24             (0.24

 

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

 

212    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
   

Net

Assets,

End of

Period
(in thousands)

    Ratio of Net
Operating
Expenses to
Average Net
Assets (8)
    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  1.42      $ 11.10        15.37   $ 65,463        0.45     0.65     0.95     29
  (0.37     9.68        (2.12     79,103        0.45        0.65        1.96        18   
  0.62        10.05        8.91        115,081        0.45        0.75        1.87        4   
  (1.19     9.43        (10.00     167,472        0.29        0.58        1.62        20   
  (1.18     10.62        (8.94     267,294        0.31        0.52        0.89        32   
             
  1.38      $ 10.93        14.45   $ 57,336        1.20     1.40     0.20     29
  (0.40     9.55        (2.82     66,411        1.20        1.40        1.20        18   
  0.61        9.95        8.06        85,330        1.20        1.50        1.07        4   
  (1.16     9.34        (10.55     101,083        1.04        1.33        0.91        20   
  (1.20     10.50        (9.71     137,964        1.06        1.27        0.14        32   
             
  1.42      $ 11.12        15.63   $ 37,590        0.20     0.40     1.21     29
  (0.36     9.70        (1.89 )%      36,495        0.20        0.39        2.16        18   
  0.79        10.06        11.11 (4)       31,732        0.20 (3)       0.51 (3)       1.83 (3)       4   

 

Virtus Mutual Funds     213   


Table of Contents

Financial Highlights (continued)

 

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
     Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
Bond Fund                 
Class A                 
10/1/11 to 9/30/12    $ 10.96         0.35         0.67        1.02        (0.37            (0.37
10/1/10 to 9/30/11      11.18         0.46         (0.21     0.25        (0.47            (0.47
10/1/09 to 9/30/10      10.57         0.46         0.62        1.08        (0.47            (0.47
10/1/08 to 9/30/09      9.75         0.42         0.82        1.24        (0.42            (0.42
10/1/07 to 9/30/08      10.21         0.42         (0.45     (0.03     (0.43            (0.43
Class B                 
10/1/11 to 9/30/12    $ 10.71         0.27         0.64        0.91        (0.28            (0.28
10/1/10 to 9/30/11      10.93         0.37         (0.20     0.17        (0.39            (0.39
10/1/09 to 9/30/10      10.34         0.37         0.60        0.97        (0.38            (0.38
10/1/08 to 9/30/09      9.55         0.34         0.80        1.14        (0.35            (0.35
10/1/07 to 9/30/08      10.01         0.33         (0.43     (0.10     (0.36            (0.36
Class C                 
10/1/11 to 9/30/12    $ 10.75         0.26         0.65        0.91        (0.28            (0.28
10/1/10 to 9/30/11      10.96         0.37         (0.19     0.18        (0.39            (0.39
10/1/09 to 9/30/10      10.37         0.37         0.60        0.97        (0.38            (0.38
10/1/08 to 9/30/09      9.58         0.34         0.80        1.14        (0.35            (0.35
10/1/07 to 9/30/08      10.04         0.31         (0.41     (0.10     (0.36            (0.36
Class I                 
10/1/11 to 9/30/12    $ 11.10         0.39         0.66        1.05        (0.39            (0.39
10/1/10 to 9/30/11      11.30         0.49         (0.19     0.30        (0.50            (0.50
10/1/09 to 9/30/10      10.68         0.49         0.62        1.11        (0.49            (0.49
10/1/08 to 9/30/09      9.86         0.45         0.83        1.28        (0.46            (0.46
10/1/07 to 9/30/08      10.32         0.53         (0.54     (0.01     (0.45            (0.45
CA Tax-Exempt Bond Fund                 
Class A                 
10/1/11 to 9/30/12    $ 12.30         0.46         0.68        1.14        (0.48            (0.48
10/1/10 to 9/30/11      12.34         0.48         (0.04     0.44        (0.48            (0.48
10/1/09 to 9/30/10      12.29         0.48         0.04        0.52        (0.47            (0.47
10/1/08 to 9/30/09      11.41         0.47         0.90        1.37        (0.48     (0.01     (0.49
10/1/07 to 9/30/08      12.09         0.46         (0.68     (0.22     (0.46            (0.46
Class I                 
10/1/11 to 9/30/12    $ 12.29         0.49         0.68        1.17        (0.51            (0.51
10/1/10 to 9/30/11      12.33         0.51         (0.04     0.47        (0.51            (0.51
10/1/09 to 9/30/10      12.28         0.51         0.04        0.55        (0.50            (0.50
10/1/08 to 9/30/09      11.41         0.50         0.88        1.38        (0.50     (0.01     (0.51
10/1/07 to 9/30/08      12.08         0.49         (0.67     (0.18     (0.49            (0.49

 

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

 

214    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  0.65      $ 11.61        9.34   $ 67,804        0.85     1.02     3.12     210
  (0.22     10.96        2.39        64,449        0.85        1.04        4.16        169   
  0.61        11.18        10.42        67,147        0.84 (10)       0.98        4.26        160   
  0.82        10.57        13.12        66,232        0.85        1.01        4.15        274   
  (0.46     9.75        (0.49     23,823        1.12 (7)       1.17        4.10        325   
             
  0.63      $ 11.34        8.48   $ 727        1.60     1.77     2.43     210
  (0.22     10.71        1.64        1,171        1.60        1.80        3.38        169   
  0.59        10.93        9.60        2,812        1.59 (10)       1.72        3.50        160   
  0.79        10.34        12.23        4,212        1.59        1.75        3.52        274   
  (0.46     9.55        (1.23     4,075        1.87 (7)       1.92        3.35        325   
             
  0.63      $ 11.38        8.55   $ 8,756        1.60     1.77     2.36     210
  (0.21     10.75        1.63        7,984        1.60        1.79        3.41        169   
  0.59        10.96        9.57        8,663        1.59 (10)       1.73        3.50        160   
  0.79        10.37        12.19        8,048        1.59        1.75        3.43        274   
  (0.46     9.58        (1.14     2,839        1.86 (7)       1.92        3.33        325   
             
  0.66      $ 11.76        9.64   $ 29,527        0.60     0.77     3.39     210
  (0.20     11.10        2.67        76,169        0.60        0.79        4.39        169   
  0.62        11.30        10.65        120,459        0.59 (10)       0.73        4.51        160   
  0.82        10.68        13.34        144,835        0.59        0.75        4.52        274   
  (0.46     9.86        (0.16     141,830        0.76 (7)       0.85        4.38        325   
             
             
  0.66      $ 12.96        9.40   $ 28,803        0.85     1.04     3.65     16
  (0.04     12.30        3.75        29,688        0.85        1.05        4.04        12   
  0.05        12.34        4.43        31,945        0.85        1.03        3.94        10   
  0.88        12.29        12.31        33,728        0.85        1.02        4.10        8   
  (0.68     11.41        (1.94     34,197        0.85        1.01        3.82        10   
             
  0.66      $ 12.95        9.68   $ 28,639        0.60     0.79     3.90     16
  (0.04     12.29        4.01        27,417        0.60        0.80        4.29        12   
  0.05        12.33        4.69        28,169        0.60        0.78        4.19        10   
  0.87        12.28        12.50        25,624        0.60        0.77        4.35        8   
  (0.67     11.41        (1.61     27,893        0.60        0.76        4.07        10   

 

Virtus Mutual Funds     215   


Table of Contents

Financial Highlights (continued)

 

 

           
    
    
    
    
Net
Asset
Value,
Beginning
of Period
     Net
Investment
Income
(Loss) (2)
    Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 

Dynamic AlphaSector Fund

               
Class A                
10/1/11 to 9/30/12    $ 9.09         0.08        0.73        0.81                        
10/1/10 to 9/30/11      10.57         (0.28     (0.91     (1.19            (0.29     (0.29
10/1/09 to 9/30/10      10.50         (0.25     0.32        0.07                        
10/1/08 to 9/30/09      9.81         (0.01     0.70        0.69                        
10/1/07 to 9/30/08      10.53         (0.09     (0.47     (0.56     (0.16            (0.16
Class B                
10/1/11 to 9/30/12    $ 8.54         (0.19     0.89        0.70                        
10/1/10 to 9/30/11      10.04         (0.33     (0.88     (1.21            (0.29     (0.29
10/1/09 to 9/30/10      10.06         (0.32     0.30        (0.02                     
10/1/08 to 9/30/09      9.47         (0.08     0.67        0.59                        
10/1/07 to 9/30/08      10.17         (0.12     (0.49     (0.61     (0.09            (0.09
Class C                
10/1/11 to 9/30/12    $ 8.52         0.01        0.68        0.69                        
10/1/10 to 9/30/11      10.00         (0.33     (0.86     (1.19            (0.29     (0.29
10/1/09 to 9/30/10      10.02         (0.32     0.30        (0.02                     
10/1/08 to 9/30/09      9.43         (0.07     0.66        0.59                        
10/1/07 to 9/30/08      10.12         (0.12     (0.49     (0.61     (0.08            (0.08
Class I                
10/1/11 to 9/30/12    $ 9.12         0.05        0.81        0.86                        
10/1/10 to 9/30/11      10.58         (0.25     (0.92     (1.17            (0.29     (0.29
10/1/09 (6) to 9/30/10      10.49         (0.23     0.32        0.09                        

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
     Net
Realized and
Unrealized
Gain (Loss)
     Total
from
Investment
Operations
     Dividends
from Net
Investment
Income
     Distributions
from Net
Realized
Gains
     Total
Distributions
 
Emerging Markets Debt Fund                     
Class A                     
9/5/12 (6) to 9/30/12    $ 10.00         0.02         0.07         0.09                           
Class C                     
9/5/12 (6) to 9/30/12    $ 10.00         0.02         0.07         0.09                           
Class I                     
9/5/12 (6) to 9/30/12    $ 10.00         0.02         0.08         0.10                           

 

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

 

216    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset

Value

    Net
Asset
Value,
End of
Period
   

Total

Return (1)

    Net
Assets,
End of
Period
(in thousands)
    Ratio of Expenses
(including
dividends and
interest on short
sales after
expense
waivers and
reimbursements)
to Average
Net Assets (8)
    Ratio of Expenses
(including
dividends and
interest on short
sales before
expense
waivers and
reimbursements)
to Average
Net Assets (8)
    Ratio of Net
Investment
Income
(Loss) to
Average
Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  0.81      $ 9.90        8.91   $ 109,724        2.78 % (12)       3.06     0.86     165
  (1.48     9.09        (11.59     6,615        4.35        4.65        (2.79     186   
  0.07        10.57        0.67        17,556        3.76 (7)       4.04        (2.33     155   
  0.69        10.50        7.03        74,749        4.04        4.23        (0.08     253   
  (0.72     9.81        (5.36     119,387        3.49        3.84        (0.85     285   
             
  0.70      $ 9.24        8.20   $ 150        4.23 % (12)       4.81     (2.19 )%      165
  (1.50     8.54        (12.42     260        5.02        5.32        (3.49     186   
  (0.02     10.04        (0.20     670        4.55 (7)       4.83        (3.15     155   
  0.59        10.06        6.23        1,435        4.83        5.02        (0.79     253   
  (0.70     9.47        (6.04     1,678        4.19        4.55        (1.19     285   
             
  0.69      $ 9.21        8.10   $ 27,123        3.61 % (12)       3.91     0.12     165
  (1.48     8.52        (12.26     2,330        5.07        5.38        (3.50     186   
  (0.02     10.00        (0.20     4,249        4.62 (7)       4.90        (3.17     155   
  0.59        10.02        6.26        4,434        4.84        5.03        (0.77     253   
  (0.69     9.43        (6.04     4,983        4.19        4.55        (1.21     285   
             
  0.86      $ 9.98        9.43   $ 112,349        2.78 % (12)       3.06     0.49     165
  (1.46     9.12        (11.47     27,976        4.03        4.33        (2.48     186   
  0.09        10.58        0.95 (4)       70,434        3.69 (3)(7)       3.97 (3)       (2.20 ) (3)       155   

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
                                             
             
             
  0.09      $ 10.09        0.90 % (4)     $ 101        1.35 % (3)       3.49 % (3)       3.35 % (3)       13 % (4)  
             
  0.09      $ 10.09        0.90 % (4)     $ 110        2.10 % (3)       4.26 % (3)       2.63 % (3)       13 % (4)  
             
  0.10      $ 10.10        1.00 % (4)     $ 25,036        1.10 % (3)       3.24 % (3)       3.61 % (3)       13 % (4)  

 

Virtus Mutual Funds     217   


Table of Contents

Financial Highlights (continued)

 

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
    Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
Emerging Markets Equity Income Fund                
Class A                

9/5/12 (6) to 9/30/12

   $ 10.00         (0.01     0.60        0.59                        
Class C                
9/5/12 (6) to 9/30/12    $ 10.00         (0.01     0.59        0.58                        
Class I                
9/5/12 (6) to 9/30/12    $ 10.00         (5)       0.59        0.59                        
Foreign Opportunities Fund                
Class A                
10/1/11 to 9/30/12    $ 20.83         0.27        4.73        5.00        (0.41            (0.41
10/1/10 to 9/30/11      22.06         0.34        (1.23     (0.89     (0.34            (0.34
10/1/09 to 9/30/10      19.40         0.37        2.54        2.91        (0.25            (0.25
10/1/08 to 9/30/09      20.54         0.34        (1.29     (0.95     (0.18     (0.01     (0.19
10/1/07 to 9/30/08      28.58         0.20        (7.59     (7.39     (0.17     (0.48     (0.65
Class C                
10/1/11 to 9/30/12    $ 20.57         0.10        4.70        4.80        (0.10            (0.10
10/1/10 to 9/30/11      21.81         0.17        (1.22     (1.05     (0.19            (0.19
10/1/09 to 9/30/10      19.21         0.21        2.52        2.73        (0.13            (0.13
10/1/08 to 9/30/09      20.27         0.22        (1.27     (1.05            (0.01     (0.01
10/1/07 to 9/30/08      28.31         0.01        (7.52     (7.51     (0.05     (0.48     (0.53
Class I                
10/1/11 to 9/30/12    $ 20.89         0.34        4.72        5.06        (0.52            (0.52
10/1/10 to 9/30/11      22.12         0.42        (1.26     (0.84     (0.39            (0.39
10/1/09 to 9/30/10      19.45         0.42        2.54        2.96        (0.29            (0.29
10/1/08 to 9/30/09      20.58         0.40        (1.28     (0.88     (0.24     (0.01     (0.25
10/1/07 to 9/30/08      28.61         0.27        (7.61     (7.34     (0.21     (0.48     (0.69

 

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

 

218    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
                                             
             
             
  0.59      $ 10.59        5.90 % (4)     $ 106        1.75 % (3)       10.28 % (3)       (0.78 )% (3)       37 % (4)  
             
  0.58      $ 10.58        5.80 % (4)     $ 106        2.50 % (3)       11.03 % (3)       (1.54 )% (3)       37 % (4)  
             
  0.59      $ 10.59        5.90 % (4)     $ 5,082        1.50 % (3)       10.03 % (3)       (0.54 )% (3)       37 % (4)  
             
             
  4.59      $ 25.42        24.34   $ 398,166        1.45     1.45     1.16     47
  (1.23     20.83        (4.15     346,594        1.47        1.47        1.48        31   
  2.66        22.06        15.34        493,214        1.47        1.47        1.82        34   
  (1.14     19.40        (4.41     505,009        1.48        1.48        2.09        63   
  (8.04     20.54        (26.48     620,952        1.37 (11)       1.39        0.78        129   
             
  4.70      $ 25.27        23.43   $ 54,634        2.20     2.20     0.42     47
  (1.24     20.57        (4.85     45,742        2.22        2.22        0.74        31   
  2.60        21.81        14.42        64,480        2.22        2.21        1.04        34   
  (1.06     19.21        (5.18     70,201        2.23        2.23        1.33        63   
  (8.04     20.27        (27.04     95,523        2.12 (11)       2.15        0.03        129   
             
  4.54      $ 25.43        24.64   $ 672,948        1.20     1.20     1.46     47
  (1.23     20.89        (3.88     584,212        1.22        1.22        1.83        31   
  2.67        22.12        15.60        623,222        1.22        1.22        2.08        34   
  (1.13     19.45        (4.03     554,974        1.23        1.23        2.42        63   
  (8.03     20.58        (26.31     399,898        1.12 (11)       1.15        1.01        129   

 

Virtus Mutual Funds     219   


Table of Contents

Financial Highlights (continued)

 

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
    Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
Global Commodities Stock Fund                
Class A                

10/1/11 to 9/30/12

   $ 8.16         (5)       1.82        1.82        (0.02            (0.02
3/15/11 (6) to 9/30/11      10.00         (0.01     (1.83     (1.84                     
Class C                
10/1/11 to 9/30/12    $ 8.13         (0.08     1.82        1.74                        
3/15/11 (6) to 9/30/11      10.00         (0.05     (1.82     (1.87                     
Class I                
10/1/11 to 9/30/12    $ 8.17         0.01        1.84        1.85        (0.04            (0.04
3/15/11 (6) to 9/30/11      10.00         0.01        (1.84     (1.83                     
Global Dividend Fund                
Class A                
10/1/11 to 9/30/12    $ 10.97         0.31        1.95        2.26        (0.35            (0.35
10/1/10 to 9/30/11      10.71         0.33        0.25        0.58        (0.32            (0.32
10/1/09 to 9/30/10      9.97         0.26        0.77        1.03        (0.29            (0.29
10/1/08 to 9/30/09      10.91         0.31        (0.87     (0.56     (0.30     (0.08     (0.38
10/1/07 to 9/30/08      13.70         0.31        (2.31     (2.00     (0.28     (0.51     (0.79
Class C                
10/1/11 to 9/30/12    $ 10.95         0.23        1.93        2.16        (0.26            (0.26
10/1/10 to 9/30/11      10.69         0.24        0.26        0.50        (0.24            (0.24
10/1/09 to 9/30/10      9.95         0.20        0.75        0.95        (0.21            (0.21
10/1/08 to 9/30/09      10.89         0.26        (0.89     (0.63     (0.23     (0.08     (0.31
10/1/07 to 9/30/08      13.66         0.23        (2.31     (2.08     (0.18     (0.51     (0.69
Class I                
10/1/11 to 9/30/12    $ 10.97         0.35        1.95        2.30        (0.38            (0.38
10/1/10 to 9/30/11      10.72         0.36        0.24        0.60        (0.35            (0.35
10/1/09 to 9/30/10      9.96         0.31        0.76        1.07        (0.31            (0.31
10/1/08 to 9/30/09      10.90         0.34        (0.87     (0.53     (0.33     (0.08     (0.41
6/6/08 (6) to 9/30/08      13.41         0.07        (2.40     (2.33     (0.18            (0.18

 

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

 

220    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
                                             
             
             
  1.80      $ 9.96        22.30   $ 936        1.65     1.91     (0.03 )%      96
  (1.84     8.16        (18.40 ) (4)       204        1.65 (3)       5.40 (3)       (0.14 ) (3)       32 (4)  
             
  1.74      $ 9.87        21.40   $ 117        2.40     2.60     (0.86 )%      96
  (1.87     8.13        (18.70 ) (4)       99        2.40 (3)       6.73 (3)       (0.90 ) (3)       32 (4)  
             
  1.81      $ 9.98        22.67   $ 18,658        1.40     1.59     0.14     96
  (1.83     8.17        (18.30 ) (4)       15,692        1.40 (3)       2.92 (3)       0.14 (3)       32 (4)  
             
             
  1.91      $ 12.88        20.80   $ 36,347        1.32     1.32     2.59     21
  0.26        10.97        5.40        23,120        1.34        1.34        2.89        16   
  0.74        10.71        10.48        24,794        1.33        1.33        2.51        22   
  (0.94     9.97        (4.76     77,049        1.31        1.33        3.50        46   
  (2.79     10.91        (15.63     75,664        1.15        1.22        2.39        60   
             
  1.90      $ 12.85        19.97   $ 9,117        2.07     2.07     1.88     21
  0.26        10.95        4.51        6,138        2.09        2.09        2.11        16   
  0.74        10.69        9.70        7,160        2.10        2.10        1.98        22   
  (0.94     9.95        (5.49     6,188        2.09        2.10        2.85        46   
  (2.77     10.89        (16.18     1,856        1.90        1.97        1.72        60   
             
  1.92      $ 12.89        21.19   $ 48,830        1.07     1.07     2.85     21
  0.25        10.97        5.56        33,865        1.09        1.09        3.16        16   
  0.76        10.72        10.96        37,094        1.10        1.10        3.04        22   
  (0.94     9.96        (4.54     344        1.09        1.10        3.80        46   
  (2.51     10.90        (17.51 ) (4)       82        0.90 (3)       1.01 (3)       1.83 (3)       60 (4)  

 

Virtus Mutual Funds     221   


Table of Contents

Financial Highlights (continued)

 

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
    Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
Global Opportunities Fund                
Class A                
10/1/11 to 9/30/12    $ 7.91         0.05        1.99        2.04        (0.04            (0.04
10/1/10 to 9/30/11      7.79         0.05        0.15        0.20        (0.08            (0.08
10/1/09 to 9/30/10      6.67         0.09        1.11        1.20        (0.08            (0.08
10/1/08 to 9/30/09      7.82         0.07        (1.14     (1.07     (0.08            (0.08
10/1/07 to 9/30/08      11.59         0.13        (3.59     (3.46     (0.09     (0.22     (0.31
Class B                
10/1/11 to 9/30/12    $ 7.06         (0.02     1.78        1.76                        
10/1/10 to 9/30/11      6.97         (0.01     0.13        0.12        (0.03            (0.03
10/1/09 to 9/30/10      6.00         0.03        0.99        1.02        (0.05            (0.05
10/1/08 to 9/30/09      7.06         0.02        (1.02     (1.00     (0.06            (0.06
10/1/07 to 9/30/08      10.48         0.04        (3.22     (3.18     (0.02     (0.22     (0.24
Class C                
10/1/11 to 9/30/12    $ 7.02         (0.02     1.77        1.75                        
10/1/10 to 9/30/11      6.93         (0.01     0.13        0.12        (0.03            (0.03
10/1/09 to 9/30/10      5.97         0.03        0.98        1.01        (0.05            (0.05
10/1/08 to 9/30/09      7.03         0.02        (1.02     (1.00     (0.06            (0.06
10/1/07 to 9/30/08      10.44         0.05        (3.22     (3.17     (0.02     (0.22     (0.24
Class I                
8/8/12 (6) to 9/30/12 (6)    $ 9.38         (5)       0.53        0.53                        
Global Premium AlphaSector Fund                
Class A                
10/1/11 to 9/30/12    $ 9.42         0.08        1.12        1.20        (0.06            (0.06
3/15/11 (6)  to 9/30/11      10.00         0.07        (0.63     (0.56     (0.02            (0.02
Class C                
10/1/11 to 3/31/12 (13)    $ 9.40                1.12        1.12        (0.02            (0.02
3/15/11 (6)  to 9/30/11      10.00         0.01        (0.61     (0.60     (5)                
Class I                
10/1/11 to 9/30/12    $ 9.42         0.09        1.14        1.23        (0.07            (0.07
3/15/11 (6)  to 9/30/11      10.00         0.07        (0.63     (0.56     (0.02            (0.02

 

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

 

222    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  2.00      $ 9.91        25.80   $ 71,592        1.55     1.55     0.53     73
  0.12        7.91        2.54        54,916        1.55        1.67        0.65        56   
  1.12        7.79        18.09        59,088        1.57 (7)       1.66        1.21        78   
  (1.15     6.67        (13.53     53,644        1.86        1.86        1.16        168   
  (3.77     7.82        (30.50     73,003        1.65        1.65        1.31        62   
             
  1.76      $ 8.82        24.93   $ 1,048        2.30     2.30     (0.28 )%      73
  0.09        7.06        1.76        915        2.30        2.42        (0.14     56   
  0.97        6.97        17.09        1,294        2.32 (7)       2.41        0.43        78   
  (1.06     6.00        (14.10     1,369        2.61        2.61        0.35        168   
  (3.42     7.06        (30.93     2,379        2.39        2.39        0.49        62   
             
  1.75      $ 8.77        24.93   $ 1,700        2.30     2.30     (0.25 )%      73
  0.09        7.02        1.77        813        2.30        2.42        (0.11     56   
  0.96        6.93        17.01        806        2.32 (7)       2.41        0.48        78   
  (1.06     5.97        (14.16     776        2.62        2.62        0.37        168   
  (3.41     7.03        (30.95     1,149        2.40        2.40        0.55        62   
             
  0.53      $ 9.91        5.54 % (4)     $ 23,617        1.30 % (3)       1.30 % (3)       0.02 % (3)       73 % (4)  
             
             
  1.14      $ 10.56        12.75   $ 27,699        1.75     1.78     0.83     258
  (0.58     9.42        (5.62 ) (4)       5,467        1.75 (3)       2.88 (3)       1.23 (3)       199 (4)  
             
  1.10      $ 10.50        12.04   $ 21,051        2.50     2.53     0.01     258
  (0.60     9.40        (6.09 ) (4)       4,885        2.50 (3)       3.81 (3)       0.17 (3)       199 (4)  
             
  1.16      $ 10.58        13.15   $ 19,112        1.50     1.52     0.90     258
  (0.58     9.42        (5.59 ) (4)       9,565        1.50 (3)       2.85 (3)       1.37 (3)       199 (4)  

 

Virtus Mutual Funds     223   


Table of Contents

Financial Highlights (continued)

 

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
    Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
Global Real Estate Securities Fund                
Class A                
10/1/11 to 9/30/12    $ 17.78         0.33        4.77        5.10        (0.11     (0.37     (0.48
10/1/10 to 9/30/11      19.84         0.50        (0.90     (0.40     (1.01     (0.65     (1.66
10/1/09 to 9/30/10      18.33         0.40        3.31        3.71        (1.55     (0.65     (2.20
3/2/09 (6) to 9/30/09      10.00         0.30        8.03        8.33                        
Class C                
10/1/11 to 9/30/12    $ 17.65         0.17        4.72        4.89        (0.03     (0.37     (0.40
10/1/10 to 9/30/11      19.67         0.35        (0.88     (0.53     (0.84     (0.65     (1.49
10/1/09 to 9/30/10      18.25         0.27        3.29        3.56        (1.49     (0.65     (2.14
3/2/09 (6) to 9/30/09      10.00         0.24        8.01        8.25                        
Class I                
10/1/11 to 9/30/12    $ 17.85         0.45        4.71        5.16        (0.13     (0.37     (0.50
10/1/10 to 9/30/11      19.91         0.63        (0.97     (0.34     (1.07     (0.65     (1.72
10/1/09 to 9/30/10      18.36         0.47        3.30        3.77        (1.57     (0.65     (2.22
3/2/09 (6) to 9/30/09      10.00         0.32        8.04        8.36                        
Greater Asia ex Japan Opportunities Fund                
Class A                
10/1/11 to 9/30/12    $ 13.93         0.07        1.99        2.06        (0.02     (0.53     (0.55
10/1/10 to 9/30/11      16.89         0.06        (1.09     (1.03     (0.10     (1.83     (1.93
10/1/09 to 9/30/10      13.01         0.14        4.19        4.33        (0.13     (0.32     (0.45
4/21/09 (6) to 9/30/09      10.00         0.10        2.91        3.01                        
Class C                
10/1/11 to 9/30/12    $ 13.79         (0.03     1.96        1.93               (0.53     (0.53
10/1/10 to 9/30/11      16.77         (0.07     (1.08     (1.15            (1.83     (1.83
10/1/09 to 9/30/10      12.96         0.07        4.16        4.23        (0.10     (0.32     (0.42
4/21/09 (6) to 9/30/09      10.00         0.06        2.90        2.96                        
Class I                
10/1/11 to 9/30/12    $ 13.99         0.10        2.00        2.10        (0.06     (0.53     (0.59
10/1/10 to 9/30/11      16.94         0.08        (1.06     (0.98     (0.14     (1.83     (1.97
10/1/09 to 9/30/10      13.02         0.18        4.21        4.39        (0.15     (0.32     (0.47
4/21/09 (6) to 9/30/09      10.00         0.11        2.91        3.02                        

 

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

 

224    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  4.62      $ 22.40        29.21   $ 8,695        1.40     2.37     1.61     31
  (2.06     17.78        (2.57     5,275        1.40        3.16        2.48        41   
  1.51        19.84        22.42        2,492        1.40        4.07        2.21        28   
  8.33        18.33        83.30 (4)       1,586        1.40 (3)       9.62 (3)       3.68 (3)       29 (4)  
             
  4.49      $ 22.14        28.18   $ 1,356        2.15     3.11     0.83     31
  (2.02     17.65        (3.25     486        2.15        3.91        1.73        41   
  1.42        19.67        21.55        262        2.15        4.83        1.50        28   
  8.25        18.25        82.50 (4)       194        2.15 (3)       10.45 (3)       2.94 (3)       29 (4)  
             
  4.66      $ 22.51        29.50   $ 12,063        1.15     1.93     2.04     31
  (2.06     17.85        (2.26     609        1.15        2.92        3.07        41   
  1.55        19.91        22.77        678        1.15        3.90        2.63        28   
  8.36        18.36        83.60 (4)       183        1.15 (3)       6.04 (3)       3.93 (3)       29 (4)  
             
             
  1.51      $ 15.44        15.56   $ 8,366        1.80     3.11     0.49     40
  (2.96     13.93        (6.88     9,125        1.80        3.06        0.39        60   
  3.88        16.89        34.27        10,305        1.80        3.05        1.00        78   
  3.01        13.01        30.10 (4)       6,431        1.80 (3)       3.78 (3)       1.88 (3)       26 (4)  
             
  1.40      $ 15.19        14.74   $ 230        2.55     3.87     (0.22 )%      40
  (2.98     13.79        (7.61     223        2.55        3.81        (0.47     60   
  3.81        16.77        33.39        430        2.55        3.83        0.46        78   
  2.96        12.96        29.60 (4)       130        2.55 (3)       4.54 (3)       1.12 (3)       26 (4)  
             
  1.51      $ 15.50        15.80   $ 314        1.55     2.76     0.70     40
  (2.95     13.99        (6.57     248        1.55        2.78        0.50        60   
  3.92        16.94        34.69        198        1.55        2.80        1.25        78   
  3.02        13.02        30.20 (4)       130        1.55 (3)       3.54 (3)       2.11 (3)       26 (4)  

 

Virtus Mutual Funds     225   


Table of Contents

Financial Highlights (continued)

 

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
     Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
Greater European Opportunities Fund                 
Class A                 
10/1/11 to 9/30/12    $ 11.80         0.16         2.87        3.03        (0.15     (0.48     (0.63
10/1/10 to 9/30/11      13.56         0.17         (0.36     (0.19     (0.29     (1.28     (1.57
10/1/09 to 9/30/10      12.97         0.21         0.95        1.16        (0.15     (0.42     (0.57
4/21/09 (6) to 9/30/09      10.00         0.12         2.85        2.97                        
Class C                 
10/1/11 to 9/30/12    $ 11.69         0.07         2.85        2.92        (0.03     (0.48     (0.51
10/1/10 to 9/30/11      13.45         0.07         (0.36     (0.29     (0.19     (1.28     (1.47
10/1/09 to 9/30/10      12.93         0.07         0.98        1.05        (0.11     (0.42     (0.53
4/21/09 (6) to 9/30/09      10.00         0.07         2.86        2.93                        
Class I                 
10/1/11 to 9/30/12    $ 11.83         0.17         2.90        3.07        (0.19     (0.48     (0.67
10/1/10 to 9/30/11      13.60         0.17         (0.34     (0.17     (0.32     (1.28     (1.60
10/1/09 to 9/30/10      12.98         0.24         0.96        1.20        (0.16     (0.42     (0.58
4/21/09 (6) to 9/30/09      10.00         0.14         2.84        2.98                        
Herzfeld Fund                 
Class A                 
9/5/12 (6) to 9/30/12    $ 10.00         0.04         0.17        0.21                        
Class C                 
9/5/12 (6) to 9/30/12    $ 10.00         0.03         0.18        0.21                        
Class I                 
9/5/12 (6) to 9/30/12    $ 10.00         0.03         0.18        0.21                        

 

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

 

226    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  2.40      $ 14.20        26.75   $ 6,513        1.45     2.82     1.26     49
  (1.76     11.80        (2.09     4,571        1.45        3.03        1.26        46   
  0.59        13.56        9.14        4,629        1.45        2.75        1.60        48   
  2.97        12.97        29.70 (4)       6,236        1.45 (3)       3.60 (3)       2.38 (3)       14 (4)  
             
  2.41      $ 14.10        25.73   $ 187        2.20     3.57     0.52     49
  (1.76     11.69        (2.77     144        2.20        3.78        0.53        46   
  0.52        13.45        8.28        142        2.20        3.50        0.56        48   
  2.93        12.93        29.30 (4)       196        2.20 (3)       4.27 (3)       1.31 (3)       14 (4)  
             
  2.40      $ 14.23        26.99   $ 155        1.20     2.57     1.32     49
  (1.77     11.83        (1.84     206        1.20        2.78        1.33        46   
  0.62        13.60        9.48        142        1.20        2.56        1.83        48   
  2.98        12.98        29.80 (4)       130        1.20 (3)       3.34 (3)       2.63 (3)       14 (4)  
             
             
  0.21      $ 10.21        2.10 % (4)     $ 105        1.60 % (3)       37.91 % (3)       5.93     3 % (4)  
             
  0.21      $ 10.21        2.10 % (4)     $ 102        2.35 % (3)       38.62 % (3)       5.21     3 % (4)  
             
  0.21      $ 10.21        2.10 % (4)     $ 1,017        1.35 % (3)       38.61 % (3)       4.39     3 % (4)  

 

Virtus Mutual Funds     227   


Table of Contents

Financial Highlights (continued)

 

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
    Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
High Yield Fund                
Class A                
10/1/11 to 9/30/12    $ 3.85         0.28        0.44        0.72        (0.29            (0.29
10/1/10 to 9/30/11      4.17         0.29        (0.32     (0.03     (0.29            (0.29
10/1/09 to 9/30/10      3.89         0.31        0.28        0.59        (0.31            (0.31
10/1/08 to 9/30/09      3.98         0.31        (0.08     0.23        (0.32            (0.32
10/1/07 to 9/30/08      4.89         0.34        (0.90     (0.56     (0.35            (0.35
Class B                
10/1/11 to 9/30/12    $ 3.77         0.24        0.44        0.68        (0.26            (0.26
10/1/10 to 9/30/11      4.08         0.25        (0.31     (0.06     (0.25            (0.25
10/1/09 to 9/30/10      3.82         0.27        0.27        0.54        (0.28            (0.28
10/1/08 to 9/30/09      3.92         0.28        (0.09     0.19        (0.29            (0.29
10/1/07 to 9/30/08      4.81         0.30        (0.88     (0.58     (0.31            (0.31
Class C                
10/1/11 to 9/30/12    $ 3.80         0.25        0.44        0.69        (0.26            (0.26
10/1/10 to 9/30/11      4.11         0.25        (0.31     (0.06     (0.25            (0.25
10/1/09 to 9/30/10      3.85         0.27        0.27        0.54        (0.28            (0.28
10/1/08 to 9/30/09      3.94         0.28        (0.08     0.20        (0.29            (0.29
10/1/07 to 9/30/08      4.84         0.30        (0.89     (0.59     (0.31            (0.31
Class I                
8/8/12 (6) to 9/30/12    $ 4.23         0.04        0.06        0.10        (0.05            (0.05
International Equity Fund                
Class A                
10/1/11 to 9/30/12    $ 9.79         0.21        1.36        1.57        (0.30     (0.19     (0.49
10/1/10 to 9/30/11      10.17         0.29        (0.57     (0.28     (0.10            (0.10
9/16/10 (6) to 9/30/10      10.00         (5)       0.17        0.17                        
Class C                
10/1/11 to 9/30/12    $ 9.76         0.20        1.25        1.45        (0.25     (0.19     (0.44
10/1/10 to 9/30/11      10.16         0.18        (0.53     (0.35     (0.05            (0.05
9/16/10 (6) to 9/30/10      10.00         (5)       0.16        0.16                        
Class I                
10/1/11 to 9/30/12    $ 9.80         0.30        1.26        1.56        (0.35     (0.19     (0.54
10/1/10 to 9/30/11      10.18         0.34        (0.60     (0.26     (0.12            (0.12
9/16/10 (6) to 9/30/10      10.00         0.01        0.17        0.18                        

 

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

 

228    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  0.43      $ 4.28        19.19   $ 98,701        1.15     1.31     6.82     92
  (0.32     3.85        (0.82     86,530        1.21 (7)       1.35        6.93        106   
  0.28        4.17        15.43        101,326        1.35        1.35 (3)       7.69        92   
  (0.09     3.89        7.02        90,560        1.37        1.37        8.88        134   
  (0.91     3.98        (12.10     92,907        1.34        1.34        7.41        100   
             
  0.42      $ 4.19        18.46   $ 307        1.90     2.06     6.07     92
  (0.31     3.77        (1.66     404        1.96 (7)       2.10        6.17        106   
  0.26        4.08        14.65        663        2.10        2.10 (3)       6.95        92   
  (0.10     3.82        6.13        1,019        2.12        2.12        8.21        134   
  (0.89     3.92        (12.59     1,366        2.08        2.08        6.63        100   
             
  0.43      $ 4.23        18.59   $ 2,944        1.90     2.07     6.07     92
  (0.31     3.80        (1.65     2,028        1.95 (7)       2.10        6.18        106   
  0.26        4.11        14.53        2,119        2.10        2.10 (3)       6.93        92   
  (0.09     3.85        6.36        1,585        2.12        2.12        8.06        134   
  (0.90     3.94        (12.72     1,465        2.09        2.09        6.66        100   
             
  0.05      $ 4.28        2.37 % (4)     $ 102        0.90 % (3)       1.08 % (3)       6.86 % (3)       92 % (4)  
             
             
  1.08      $ 10.87        16.58   $ 193        1.50     1.80     2.02     25
  (0.38     9.79        (2.85     952        1.50        2.11        2.73        65   
  0.17        10.17        1.70 (4)       102        1.50 (3)       19.64 (3)       1.36 (3)       0 (4)  
             
  1.01      $ 10.77        15.37 %     $ 115        2.25 %       2.51 %       1.94 %       25 %  
  (0.40     9.76        (3.58     98        2.25        3.15        1.70        65   
  0.16        10.16        1.60 (4)       102        2.25 (3)       20.39 (3)       0.61 (3)       0 (4)  
             
  1.02      $ 10.82        16.47 %     $ 26,398        1.25 %       1.50 %       2.94 %       25 %  
  (0.38     9.80        (2.62     17,689        1.25        1.88        3.16        65   
  0.18        10.18        1.70 (4)       7,068        1.25 (3)       19.39 (3)       1.62 (3)       0 (4)  

 

Virtus Mutual Funds     229   


Table of Contents

Financial Highlights (continued)

 

 

      

Net
Asset
Value,
Beginning
of Period

     Net
Investment
Income
(Loss) (2)
     Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
     Total
Distributions
 
International Real Estate Securities Fund                  
Class A                  
10/1/11 to 9/30/12    $ 5.23         0.16         1.24        1.40        (0.13             (0.13
10/1/10 to 9/30/11      6.30         0.31         (0.69     (0.38     (0.69             (0.69
10/1/09 to 9/30/10      6.00         0.13         0.65        0.78        (0.48             (0.48
10/1/08 to 9/30/09      6.72         0.21         (0.66     (0.45     (0.27             (0.27
10/1/07 (6) to 9/30/08      10.00         0.21         (3.32     (3.11     (0.17             (0.17
Class C                  
10/1/11 to 9/30/12    $ 5.20         0.12         1.24        1.36        (0.08             (0.08
10/1/10 to 9/30/11      6.26         0.24         (0.67     (0.43     (0.63             (0.63
10/1/09 to 9/30/10      6.00         0.13         0.61        0.74        (0.48             (0.48
10/1/08 to 9/30/09      6.70         0.19         (0.67     (0.48     (0.22             (0.22
10/1/07 (6) to 9/30/08      10.00         0.20         (3.38     (3.18     (0.12             (0.12
Class I                  
10/1/11 to 9/30/12    $ 5.23         0.17         1.25        1.42        (0.16             (0.16
10/1/10 to 9/30/11      6.31         0.35         (0.72     (0.37     (0.71             (0.71
10/1/09 to 9/30/10      5.99         0.19         0.61        0.80        (0.48             (0.48
10/1/08 to 9/30/09      6.72         0.23         (0.67     (0.44     (0.29             (0.29
10/1/07 (6) to 9/30/08      10.00         0.25         (3.35     (3.10     (0.18             (0.18
International Small-Cap Fund                  
Class A                  
9/5/12 (6) to 9/30/12    $ 10.00         0.02         0.07        0.09                         
Class C                  
9/5/12 (6) to 9/30/12    $ 10.00         0.02         0.07        0.09                         
Class I                  
9/5/12 (6) to 9/30/12    $ 10.00         0.03         0.07        0.10                         

 

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

 

230    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net Operating
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  1.27      $ 6.50        27.35   $ 3,916        1.50     1.85     2.69     41
  (1.07     5.23        (7.15     3,243        1.50        1.77        5.03        41   
  0.30        6.30        14.44        2,474        1.50        1.70        2.21        20   
  (0.72     6.00        (5.59     32,178        1.50        1.66        4.71        54   
  (3.28     6.72        (31.46     60,907        1.50        2.11        2.74        8   
             
  1.28      $ 6.48        26.36   $ 1,531        2.25     2.60     2.04     41
  (1.06     5.20        (7.90     962        2.25        2.52        3.91        41   
  0.26        6.26        13.73        494        2.25        2.51        2.28        20   
  (0.70     6.00        (6.30     413        2.25        2.40        4.21        54   
  (3.30     6.70        (32.09     141        2.23        3.00        2.52        8   
             
  1.26      $ 6.49        27.74   $ 28,095        1.25     1.59     2.92     41
  (1.08     5.23        (7.04     24,420        1.25        1.52        5.65        41   
  0.32        6.31        14.83        24,052        1.25        1.51        3.31        20   
  (0.73     5.99        (5.43     71        1.25        1.41        4.87        54   
  (3.28     6.72        (31.32     69        1.24        2.16        3.00        8   
             
             
  0.09      $ 10.09        0.90 % (4)     $ 101        1.60 % (3)       16.64 % (3)       3.65 % (3)       0 % (4)  
             
  0.09      $ 10.09        0.90 % (4)     $ 107        2.35 % (3)       17.43 % (3)       2.86 % (3)       0 % (4)  
             
  0.10      $ 10.10        1.00 % (4)     $ 2,834        1.35 % (3)       16.39 % (3)       3.89 % (3)       0 % (4)  

 

Virtus Mutual Funds     231   


Table of Contents

Financial Highlights (continued)

 

 

       Net
Asset
Value,
Beginning
of Period
     Net
Investment
Income
(Loss) (2)
     Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
     Total
Distributions
 
Multi-Sector Fixed Income Fund                  
Class A                  
10/1/11 to 9/30/12    $ 10.24         0.62         0.93        1.55        (0.64             (0.64
10/1/10 to 9/30/11      10.77         0.66         (0.47     0.19        (0.72             (0.72
10/1/09 to 9/30/10      9.96         0.67         0.79        1.46        (0.65             (0.65
10/1/08 to 9/30/09      9.23         0.59         0.85        1.44        (0.71             (0.71
10/1/07 to 9/30/08      10.89         0.68         (1.66     (0.98     (0.68             (0.68
Class B                  
10/1/11 to 9/30/12    $ 10.22         0.54         0.92        1.46        (0.56             (0.56
10/1/10 to 9/30/11      10.75         0.58         (0.47     0.11        (0.64             (0.64
10/1/09 to 9/30/10      9.95         0.59         0.79        1.38        (0.58             (0.58
10/1/08 to 9/30/09      9.22         0.53         0.84        1.37        (0.64             (0.64
10/1/07 to 9/30/08      10.88         0.60         (1.66     (1.06     (0.60             (0.60
Class C                  
10/1/11 to 9/30/12    $ 10.31         0.54         0.94        1.48        (0.56             (0.56
10/1/10 to 9/30/11      10.84         0.58         (0.47     0.11        (0.64             (0.64
10/1/09 to 9/30/10      10.02         0.59         0.80        1.39        (0.57             (0.57
10/1/08 to 9/30/09      9.27         0.52         0.87        1.39        (0.64             (0.64
10/1/07 to 9/30/08      10.94         0.61         (1.68     (1.07     (0.60             (0.60
Class I                  
10/1/11 to 9/30/12    $ 10.24         0.64         0.93        1.57        (0.66             (0.66
10/1/10 to 9/30/11      10.76         0.69         (0.46     0.23        (0.75             (0.75
10/1/09 (6) to 9/30/10      9.95         0.70         0.79        1.49        (0.68             (0.68

 

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

 

232    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
   

Net
Assets,
End of
Period
(in thousands)

   

Ratio of
Net
Expenses to
Average Net

Assets (8)

   

Ratio of Gross
Expenses

to Average
Net Assets

    Ratio of Net
Investment
Income to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  0.91      $ 11.15        15.51   $ 196,554        1.13     1.13     5.73     76
  (0.53     10.24        1.58        137,395        1.16        1.16        6.07        45   
  0.81        10.77        15.14        125,962        1.16        1.16        6.46        74   
  0.73        9.96        17.34        121,968        1.16        1.16        6.90        85   
  (1.66     9.23        (9.46     88,744        1.15        1.15        6.54        91   
             
  0.90      $ 11.12        14.59   $ 9,974        1.88     1.88     5.02     76
  (0.53     10.22        0.82        10,685        1.91        1.91        5.31        45   
  0.80        10.75        14.20        13,590        1.91        1.91        5.72        74   
  0.73        9.95        16.47        13,276        1.91        1.91        6.18        85   
  (1.66     9.22        (10.16     11,969        1.90        1.90        5.80        91   
             
  0.92      $ 11.23        14.65   $ 108,595        1.88     1.88     4.98     76
  (0.53     10.31        0.80        70,735        1.91        1.91        5.32        45   
  0.82        10.84        14.29        62,214        1.91        1.91        5.71        74   
  0.75        10.02        16.59        41,374        1.90        1.90        5.93        85   
  (1.67     9.27        (10.20     16,828        1.90        1.90        5.80        91   
             
  0.91      $ 11.15        15.80   $ 74,847        0.88     0.88     5.93     76
  (0.52     10.24        1.93        22,408        0.91        0.91        6.32        45   
  0.81        10.76        15.41 (4)       7,633        0.91 (3)       0.91 (3)       6.78 (3)       74   

 

Virtus Mutual Funds     233   


Table of Contents

Financial Highlights (continued)

 

 

       Net
Asset
Value,
Beginning
of Period
     Net
Investment
Income
(Loss) (2)
     Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Total
Distributions
 
Multi-Sector Short Term Bond Fund               
Class A               
10/1/11 to 9/30/12    $ 4.67         0.21         0.27        0.48        (0.21     (0.21
10/1/10 to 9/30/11      4.80         0.22         (0.12     0.10        (0.23     (0.23
10/1/09 to 9/30/10      4.54         0.25         0.26        0.51        (0.25     (0.25
10/1/08 to 9/30/09      4.21         0.24         0.35        0.59        (0.26     (0.26
10/1/07 to 9/30/08      4.70         0.25         (0.48     (0.23     (0.26     (0.26
Class B               
10/1/11 to 9/30/12    $ 4.65         0.18         0.27        0.45        (0.19     (0.19
10/1/10 to 9/30/11      4.78         0.20         (0.12     0.08        (0.21     (0.21
10/1/09 to 9/30/10      4.52         0.23         0.26        0.49        (0.23     (0.23
10/1/08 to 9/30/09      4.19         0.22         0.35        0.57        (0.24     (0.24
10/1/07 to 9/30/08      4.68         0.23         (0.48     (0.25     (0.24     (0.24
Class C               
10/1/11 to 9/30/12    $ 4.72         0.20         0.27        0.47        (0.20     (0.20
10/1/10 to 9/30/11      4.85         0.21         (0.12     0.09        (0.22     (0.22
10/1/09 to 9/30/10      4.58         0.24         0.27        0.51        (0.24     (0.24
10/1/08 to 9/30/09      4.24         0.23         0.36        0.59        (0.25     (0.25
10/1/07 to 9/30/08      4.73         0.24         (0.48     (0.24     (0.25     (0.25
Class T               
10/1/11 to 9/30/12    $ 4.71         0.17         0.28        0.45        (0.18     (0.18
10/1/10 to 9/30/11      4.84         0.19         (0.13     0.06        (0.19     (0.19
10/1/09 to 9/30/10      4.57         0.21         0.28        0.49        (0.22     (0.22
10/1/08 to 9/30/09      4.23         0.21         0.36        0.57        (0.23     (0.23
10/1/07 to 9/30/08      4.72         0.22         (0.48     (0.26     (0.23     (0.23
Class I               
10/1/11 to 9/30/12    $ 4.68         0.22         0.27        0.49        (0.23     (0.23
10/1/10 to 9/30/11      4.81         0.23         (0.12     0.11        (0.24     (0.24
10/1/09 to 9/30/10      4.54         0.26         0.28        0.54        (0.27     (0.27
10/1/08 to 9/30/09      4.21         0.28         0.32        0.60        (0.27     (0.27
6/6/08 (6) to 9/30/08      4.53         0.08         (0.31     (0.23     (0.09     (0.09

 

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

 

234    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset

Value

    Net
Asset
Value,
End
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(000’s)
    Ratio of
Expenses to
Average Net
Assets (8)
    Ratio of Net
Investment
Income
to Average
Net Assets
    Portfolio
Turnover
Rate
 
           
           
  0.27      $ 4.94        10.58   $ 3,038,093        1.01     4.31     52
  (0.13     4.67        2.02        2,463,360        1.05        4.59        35   
  0.26        4.80        11.65        1,897,491        1.07        5.31        49   
  0.33        4.54        14.91        1,433,927        1.12        5.93        88   
  (0.49     4.21        (5.07     1,377,371        1.08        5.54        83   
           
  0.26      $ 4.91        9.87   $ 3,590        1.51     3.86     52
  (0.13     4.65        1.53        5,550        1.55        4.10        35   
  0.26        4.78        11.16        9,435        1.56        4.86        49   
  0.33        4.52        14.41        12,753        1.62        5.47        88   
  (0.49     4.19        (5.57     15,919        1.57        5.03        83   
           
  0.27      $ 4.99        10.19   $ 1,067,276        1.27     4.04     52
  (0.13     4.72        1.75        616,170        1.30        4.33        35   
  0.27        4.85        11.49        471,332        1.32        5.04        49   
  0.34        4.58        14.75        241,339        1.36        5.63        88   
  (0.49     4.24        (5.28     161,770        1.33        5.28        83   
           
  0.27      $ 4.98        9.67   $ 704,225        1.76     3.56     52
  (0.13     4.71        1.24        530,162        1.80        3.84        35   
  0.27        4.84        10.96        394,183        1.82        4.54        49   
  0.34        4.57        14.21        219,501        1.86        5.11        88   
  (0.49     4.23        (5.78     141,131        1.83        4.79        83   
           
  0.26      $ 4.94        10.62   $ 1,606,957        0.77     4.55     52
  (0.13     4.68        2.28        901,528        0.80        4.83        35   
  0.27        4.81        12.16        468,264        0.83        5.51        49   
  0.33        4.54        15.20        20,553        1.03        6.47        88   
  (0.32     4.21        (5.11 ) (4)       95        0.89 (3)       5.85 (3)       83 (4)  

 

Virtus Mutual Funds     235   


Table of Contents

Financial Highlights (continued)

 

 

           
    
Net
Asset
Value,
Beginning
of Period
     Net
Investment
Income
(Loss) (2)
     Net
Realized and
Unrealized
Gain (Loss)
     Total
from
Investment
Operations
     Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
Premium AlphaSector Fund                   
Class A                   
10/1/11 to 9/30/12    $ 11.69         0.10         1.73         1.83         (0.09            (0.09
10/1/10 to 9/30/11      11.17         0.10         0.52         0.62         (0.08     (0.02     (0.10
7/1/10 (6) to 9/30/10      10.00         0.12         1.05         1.17                         
Class C                   
10/1/11 to 9/30/12    $ 11.62         0.01         1.72         1.73         (0.01            (0.01
10/1/10 to 9/30/11      11.15         0.02         0.51         0.53         (0.04     (0.02     (0.06
7/1/10 (6) to 9/30/10      10.00         0.09         1.06         1.15                         
Class I                   
10/1/11 to 9/30/12    $ 11.71         0.14         1.72         1.86         (0.12            (0.12
10/1/10 to 9/30/11      11.17         0.14         0.52         0.66         (0.10     (0.02     (0.12
7/1/10 (6) to 9/30/10      10.00         0.11         1.06         1.17                         

 

 

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

 

236    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
   

Net

Assets,

End of

Period
(in thousands)

    Ratio of
Net Operating
Expenses to
Average Net
Assets (8)
    Ratio of Gross
Expenses
to Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  1.74      $ 13.43        15.74   $ 1,323,109        1.64     1.64     0.80     297
  0.52        11.69        5.47        958,603        1.67 (9)       1.67        0.80        247   
  1.17        11.17        11.70 (4)       88,916        1.70 (3)       1.83 (3)       4.64 (3)       47 (4)  
             
  1.72      $ 13.34        14.91   $ 767,602        2.38     2.39     0.09     297
  0.47        11.62        4.68        457,630        2.38 (9)       2.42        0.13        247   
  1.15        11.15        11.50 (4)       29,864        2.45 (3)       2.67 (3)       3.51 (3)       47 (4)  
             
  1.74      $ 13.45        15.98   $ 1,479,042        1.39     1.39     1.10     297
  0.54        11.71        5.78        754,415        1.42 (9)       1.42        1.09        247   
  1.17        11.17        11.70 (4)       24,549        1.45 (3)       1.75 (3)       4.02 (3)       47 (4)  

 

Virtus Mutual Funds     237   


Table of Contents

Financial Highlights (continued)

 

 

           
    
Net
Asset
Value,
Beginning
of Period
     Net
Investment
Income
(Loss) (2)
    Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
    Total
Distributions
 
Real Estate Securities Fund                
Class A                
10/1/11 to 9/30/12    $ 26.05         0.21        8.24        8.45        (0.31       (0.31
10/1/10 to 9/30/11      26.10         0.11        0.12        0.23        (0.28            (0.28
10/1/09 to 9/30/10      20.21         0.32        5.90        6.22        (0.33            (0.33
10/1/08 to 9/30/09      29.19         0.47        (8.99     (8.52     (0.46            (0.46
10/1/07 to 9/30/08      34.10         0.45        (3.88     (3.43     (0.47     (1.01     (1.48
Class B                
10/1/11 to 9/30/12    $ 25.71         0.02        8.06        8.08        (0.07       (0.07
10/1/10 to 9/30/11      25.76         (0.01     0.03        0.02        (0.07            (0.07
10/1/09 to 9/30/10      19.95         0.16        5.81        5.97        (0.16            (0.16
10/1/08 to 9/30/09      28.85         0.35        (8.91     (8.56     (0.34            (0.34
10/1/07 to 9/30/08      33.72         0.22        (3.83     (3.61     (0.25     (1.01     (1.26
Class C                
10/1/11 to 9/30/12    $ 26.02         (0.03     8.22        8.19        (0.07       (0.07
10/1/10 to 9/30/11      26.06         (0.09     0.12        0.03        (0.07            (0.07
10/1/09 to 9/30/10      20.19         0.15        5.88        6.03        (0.16            (0.16
10/1/08 to 9/30/09      29.17         0.35        (8.99     (8.64     (0.34            (0.34
10/1/07 to 9/30/08      34.07         0.23        (3.88     (3.65     (0.24     (1.01     (1.25
Class I                
10/1/11 to 9/30/12    $ 26.03         0.30        8.22        8.52        (0.39       (0.39
10/1/10 to 9/30/11      26.08         0.19        0.12        0.31        (0.36            (0.36
10/1/09 to 9/30/10      20.19         0.38        5.90        6.28        (0.39            (0.39
10/1/08 to 9/30/09      29.17         0.49        (8.97     (8.48     (0.50            (0.50
10/1/07 to 9/30/08      34.08         0.62        (3.98     (3.36     (0.54     (1.01     (1.55

 

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

 

238    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(000’s)
    Ratio of
Net
Expenses to
Average Net
Assets (8)
    Ratio of Gross
Expenses
to Average
Net Assets
(before
waivers and
reimbursements) (8)
    Ratio of Net
Investment
Income
(Loss) to
Average Net
Assets
    Portfolio
Turnover
Rate
 
             
             
  8.14      $ 34.19        32.49   $ 789,925        1.41     1.41     0.67     24
  (0.05     26.05        0.82        605,073        1.46        1.46        0.39        36   
  5.89        26.10        30.93        576,760        1.48        1.48        1.39        35   
  (8.98     20.21        (28.61     552,518        1.59        1.59        2.88        48   
  (4.91     29.19        (9.94     862,062        1.37 (11)       1.45        1.51        32   
             
  8.01      $ 33.72        31.49   $ 6,761        2.16     2.16     0.07     24
  (0.05     25.71        0.03        9,461        2.21        2.21        (0.05     36   
  5.81        25.76        30.01        16,595        2.23        2.23        0.70        35   
  (8.90     19.95        (29.20     17,648        2.34        2.34        2.16        48   
  (4.87     28.85        (10.65     35,376        2.12 (11)       2.20        0.76        32   
             
  8.12      $ 34.14        31.48   $ 60,941        2.16     2.16     (0.10 )%      24
  (0.04     26.02        0.08        44,853        2.21        2.21        (0.30     36   
  5.87        26.06        29.95        46,722        2.23        2.23        0.65        35   
  (8.98     20.19        (29.17     41,818        2.34        2.34        2.12        48   
  (4.90     29.17        (10.63     71,278        2.12 (11)       2.20        0.76        32   
             
  8.13      $ 34.16        32.80   $ 422,374        1.16     1.16     0.93     24
  (0.05     26.03        1.08        320,059        1.21        1.21        0.65        36   
  5.89        26.08        31.27        306,740        1.23        1.23        1.63        35   
  (8.98     20.19        (28.45     206,474        1.32        1.32        3.00        48   
  (4.91     29.17        (9.71     106,159        1.12 (11)       1.20        2.11        32   

 

Virtus Mutual Funds     239   


Table of Contents

Financial Highlights (continued)

 

 

       Net
Asset
Value,
Beginning
of Period
     Net
Investment
Income
(Loss) (2)
    Net
Realized and
Unrealized
Gain (Loss)
    Total
from
Investment
Operations
    Dividends
from Net
Investment
Income
    Distributions
from Net
Realized
Gains
   

Total
Return
of

Capital

    Total
Distributions
 
Senior Floating Rate Fund                  
Class A                  
10/1/11 to 9/30/12    $ 9.28         0.49        0.49        0.98        (0.47                   (0.47
10/1/10 to 9/30/11      9.80         0.45        (0.27     0.18        (0.49     (0.07     (0.14     (0.70
10/1/09 to 9/30/10      9.87         0.67        0.09        0.76        (0.64     (0.19            (0.83
10/1/08 to 9/30/09      9.41         0.54        0.47        1.01        (0.55     (5)              (0.55
1/31/08 (6) to 9/30/08      10.00         0.41        (0.61     (0.20     (0.39                   (0.39
Class C                  
10/1/11 to 9/30/12    $ 9.29         0.41        0.50        0.91        (0.40                   (0.40
10/1/10 to 9/30/11      9.81         0.36        (0.26     0.10        (0.41     (0.07     (0.14     (0.62
10/1/09 to 9/30/10      9.87         0.59        0.10        0.69        (0.56     (0.19            (0.75
10/1/08 to 9/30/09      9.41         0.44        0.51        0.95        (0.49     (5)              (0.49
1/31/08 (6) to 9/30/08      10.00         0.37        (0.61     (0.24     (0.35                   (0.35
Class I                  
10/1/11 to 9/30/12    $ 9.27         0.51        0.49        1.00        (0.49                   (0.49
10/1/10 to 9/30/11      9.80         0.46        (0.27     0.19        (0.51     (0.07     (0.14     (0.72
10/1/09 to 9/30/10      9.86         0.64        0.15        0.79        (0.66     (0.19            (0.85
10/1/08 to 9/30/09      9.41         0.58        0.45        1.03        (0.58     (5)              (0.58
1/31/08 (6) to 9/30/08      10.00         0.43        (0.61     (0.18     (0.41                   (0.41
Wealth Masters Fund                  
Class A                  
9/5/12 (6) to 9/30/12    $ 10.00         0.01        0.21        0.22                               
Class C                  
9/5/12 (6) to 9/30/12    $ 10.00         (5)       0.21        0.21                               
Class I                  
9/5/12 (6)  to 9/30/12    $ 10.00         0.01        0.21        0.22                               

Footnote Legend

 

(1)  

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

(2)

Computed using average shares outstanding.

(3)

Annualized.

(4)

Not annualized.

(5)

Amount is less than $0.005.

(6)

Inception date.

(7)

Due to change in expense ratio, the ratio shown is a blended expense ratio.

(8)

The Funds will also indirectly bear their prorated share of expenses of the underlying funds in which they invest. Such expenses are not included in the calculation of this ratio.

(9)

See Note 3C in the Notes to Financial Statements in the Annual Report for information on recapture of expenses previously waived.

(10)  

Includes extraordinary expenses.

(11)  

Blended net expense ratio.

(12)  

The expense ratio for interest and dividends on short sales for the period ended September 30, 2012 and was 0.63% for Class A shares, Class B shares, Class C shares, and Class I shares. If interest and dividends were excluded the ratio would be lower.

(13)  

Effective December 1, 2010, the Adviser has discontinued charging an advisory fee.

 

240    Virtus Mutual Funds


Table of Contents

 

Change in
Net Asset
Value
    Net
Asset
Value,
End of
Period
    Total
Return (1)
    Net
Assets,
End of
Period
(in thousands)
   

Ratio of
Net
Expenses to
Average Net

Assets (8)

    Ratio of Gross
Expenses to
Average
Net Assets
   

Ratio of Net
Investment
Income
to Average

Net Assets

    Portfolio
Turnover
Rate
 
             
             
  0.51      $ 9.79        10.75   $ 256,397        1.23     1.23     5.06     56
  (0.52     9.28        1.62        215,427        1.20 (9)       1.19 (9)       4.58        69   
  (0.07     9.80        8.05        98,790        1.20 (9)       1.15 (9)       6.86        41   
  0.46        9.87        11.74        52,987        1.20        1.33        6.00        63   
  (0.59     9.41        (2.12 ) (4)       14,349        1.20 (3)       1.80 (3)       6.25 (3)       27 (4)  
             
  0.51      $ 9.80        9.92   $ 95,078        1.98     1.98     4.31     56
  (0.52     9.29        0.85        92,623        1.95 (9)       1.94 (9)       3.69        69   
  (0.06     9.81        7.35        30,116        1.95 (9)       1.92 (9)       6.02        41   
  0.46        9.87        10.94        2,740        1.95        2.05        4.82        63   
  (0.59     9.41        (2.59 ) (4)       359        1.95 (3)       2.57 (3)       5.58 (3)       27 (4)  
             
  0.51      $ 9.78        11.04   $ 94,193        0.98     0.98     5.31     56
  (0.53     9.27        1.78        71,584        0.95 (9)       0.93 (9)       4.67        69   
  (0.06     9.80        8.44        32,679        0.95 (9)       0.89 (9)       6.56        41   
  0.45        9.86        11.94        394        0.95        1.13        6.54        63   
  (0.59     9.41        (1.96 ) (4)       232        0.95 (3)       1.56 (3)       6.51 (3)       27 (4)  
             
             
  0.22      $ 10.22        2.20 % (4)     $ 106        1.45 % (3)       44.72 % (3)       0.78 % (3)       26 % (4)  
             
  0.21      $ 10.21        2.10 % (4)     $ 107        2.20 % (3)       45.67 % (3)       0.04 % (3)       26 % (4)  
             
  0.22      $ 10.22        2.20 % (4)     $ 818        1.20 % (3)       44.40 % (3)       1.04 % (3)       26 % (4)  

 

Virtus Mutual Funds     241   


Table of Contents

Appendix A

Virtus Alternatives Diversifier Fund—Underlying Funds

 

Underlying Affiliated Mutual Funds and Exchange-Traded Funds (“ETFs”)

Following is a list of underlying affiliated mutual funds and ETFs (collectively, “underlying funds”) in which the fund is currently invested or anticipated to be invested and their associated target weightings, as of the date of this prospectus. Not all of these underlying funds will be purchased by the fund. The underlying funds and their target weightings have been selected for use over long time periods, but may be changed in the future without shareholder approval or notice. Target weightings will deviate over the short term due to market movements and capital flows. The adviser periodically rebalances the fund’s investments in the underlying funds to bring them back within their target weightings. Some portion of the fund’s portfolio will be held in cash due to purchase and redemption activity and short-term cash needs. The fund’s cash position is not reflected in the asset allocations or target weightings. Additional information about each underlying affiliated mutual fund, including a copy of an underlying affiliated mutual fund’s prospectus, SAI, and Annual and Semiannual reports is available on the Internet at virtus.com , or you can request copies by calling Virtus Mutual Fund Services toll-free at 800-243-1574.

 

Fund Name/Asset Class       
ALTERNATIVES   
Virtus Global Commodities Stock Fund      15
Virtus Global Dividend Fund      15
Virtus International Real Estate Securities Fund      10
Virtus Real Estate Securities Fund      10
Virtus Senior Floating Rate Fund      10
EXCHANGE-TRADED FUNDS   
PowerShares DB Commodity Index Tracking Fund      15
PowerShares DB G10 Currency Harvest Fund      15
Wisdom Tree Managed Futures Strategy Fund      10

 

242    Virtus Mutual Funds


Table of Contents

Appendix B

Additional Information About The AlphaSector SM Rotation Index

 

The AlphaSector SM Rotation Index (ASRX) is an active public index published by NASDAQ and designed to outperform the S&P 500 ® Index while also seeking to manage downside risk and lower overall volatility. It is an equal weighted index comprised of a limited number of sector-based exchange-traded funds (“ETFs”) and a short-term Treasury bond ETF as a cash proxy. The ETFs are selected monthly based on the output of a proprietary analytical model that evaluates sector trends while adjusting for changing levels of volatility. The Index is constituted to focus on avoiding losses of its underlying ETFs, and has the ability to move defensively to large “cash” positions in periods of broader market weakness.

The tables below show performance of the AlphaSector Rotation Index as compared with the performance of the S&P 500 ® Index. The AlphaSector Rotation Index and the S&P 500 ® Index are not available for direct investment and their performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio. Both indexes are calculated on a total return basis with dividends reinvested.

 

     AlphaSector
Rotation Index
    S&P 500 ®
Index
 
Annual Returns (calendar year)             
2003      9.38     28.71
2004      13.89     10.86
2005      5.65     4.93
2006      14.40     15.78
2007      14.18     5.49
2008      -8.54     -37.00
2009      25.37     26.46
2010      15.50     15.06
2011      1.35     2.11
2012      14.47     16.00

 

     1 Year     5 Years     10 Years     Since Inception
of AlphaSector
Rotation Index
(4/1/01) (1)
 
Average Annual Total Return (for the periods ended 12/31/12)                         
AlphaSector Rotation Index      14.47     8.97     10.20     7.90
S&P 500 ® Index      16.00     1.66     7.10     3.78

 

(1) The Index inception date is April 1, 2001; it commenced daily calculation and dissemination by NASDAQ OMX with a base value 1,000.00 on October 13, 2008.

Active Index Solutions, LLC is the source and owner of the trademarks, service marks and copyrights related to the AlphaSector Rotation Index, including the AlphaSector name. Use of these marks by certain Virtus Mutual Funds has been licensed by and through F-Squared Investments, Inc.

 

Virtus Mutual Funds     243   


Table of Contents

Appendix C

Additional Information About The Premium AlphaSector SM Index

 

The Premium AlphaSector SM Index (ASRP) is an active public index published by NASDAQ and designed to outperform the S&P 500 ® Index while also seeking to manage downside risk and lower overall volatility. It is an equal weighted index comprised of a limited number of sector-based exchange traded funds (ETFs) and a short-term Treasury bond ETF as a cash proxy. The ETFs are selected weekly based on the output of a proprietary analytical model that evaluates sector trends while adjusting for changing levels of volatility. The Index is constituted to focus on avoiding losses of its underlying ETFs, and has the ability to move defensively to large “cash” positions in periods of broader market weakness.

The tables below show performance of the Premium AlphaSector Index as compared with the performance of the S&P 500 ® Index. The Premium AlphaSector Index and the S&P 500 ® Index are not available for direct investment and their performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio. Both indexes are calculated on a total return basis with dividends reinvested.

 

     Premium
AlphaSector
Index
    S&P 500 ®
Index
 
Annual Returns (calendar year)             
2003      24.07     28.71
2004      14.90     10.86
2005      6.83     4.93
2006      16.81     15.78
2007      14.86     5.49
2008      -1.13     -37.00
2009      32.22     26.46
2010      17.66     15.06
2011      1.68     2.11
2012      13.90     16.00

 

     1 Year     5 Years     10 Years     Since Inception
of Premium
AlphaSector
Index (4/1/01) (1)
 
Average Annual Total Return (for the periods ended 12/31/12)                         
Premium AlphaSector Index      13.90     12.24     13.79     12.65
S&P 500 ® Index      16.00     1.66     7.10     3.78

 

(1) The Index inception date is April 1, 2001; it commenced daily calculation and dissemination by NASDAQ OMX with a base value 100.00 on January 3, 2011.

Active Index Solutions, LLC is the source and owner of the trademarks, service marks and copyrights related to the Premium AlphaSector Index, including the AlphaSector name. Use of these marks by certain Virtus Mutual Funds has been licensed by and through F-Squared Investments, Inc.

 

244    Virtus Mutual Funds


Table of Contents

Appendix D

Additional Information About The Horizon Kinetics ISE Wealth Index

 

The Horizon Kinetics ISE Wealth Index (the “Index”) is a public index maintained by Horizon Kinetics, LLC, the parent company of the subadviser, and published by International Securities Exchange, LLC. The Index includes companies whose senior management has demonstrated a track record of skill and specific industry knowledge that has translated into high levels of long-term shareholder value creation. In many cases, these individuals have also used their respective companies as the primary means for accumulating substantial personal wealth. Due to this vested interest factor, these management teams often prioritize the creation of long-term shareholder value and, as a result, outperform the markets. That vested interest factor provides a unique predictive index variable as compared to traditional index classifications.

To be eligible for inclusion in the Index, companies must meet the following criteria:

 

  ·  

an individual with significant wealth in the company and in a control position that allows for substantial decision making authority (a wealthy individual is defined as a person whose level of personal assets generally exceeds $500 million, as measured by public data),

 

  ·  

wealth individual must own at least $100 million of the common equity,

 

  ·  

listed on a U.S. exchange,

 

  ·  

an operating company and not a closed-end fund, ETF or limited partnership,

 

  ·  

market capitalization in excess of $200 million,

 

  ·  

trailing three month average daily value traded greater than $2 million, and

 

  ·  

in the case of initial public offerings, the component security must have been publicly listed for at least two years

The Index constituents are equally weighted and reviewed quarterly for eligibility with the weights reset accordingly.

The tables below show performance of the Horizon Kinetics ISE Wealth Index as compared with the performance of the S&P 500 ® Index. The Horizon Kinetics ISE Wealth Index and the S&P 500 ® Index are not available for direct investment and their performance does not reflect the fees, expenses or taxes associated with the active management of an actual portfolio. Both indexes are calculated on a total return basis with dividends reinvested. The performance shown below is not the performance of the fund.

 

     Horizon Kinetics ISE
Wealth Index
    S&P 500 ®
Index
 
Annual Returns (calendar year)             
2003      45.41     28.71
2004      17.97     10.86
2005      3.30     4.93
2006      22.61     15.78
2007      1.73     5.49
2008      -43.67     -37.00
2009      72.80     26.46
2010      31.51     15.06
2011      5.11     2.11
2012      13.53     16.00

 

     1 Year     5 Years     10 Years     Since Inception
of Horizon Kinetics ISE
Wealth Index (1/1/91) (1)
 
Average Annual Total Return (for the periods ended 12/31/12)                         
Horizon Kinetics ISE Wealth Index      13.53     8.84     12.94     12.66
S&P 500 ® Index      16.00     1.66     7.10     9.11

 

(1) The Horizon Kinetics ISE Wealth Index was created on August 8, 2011, and performance presented prior to the creation date has been back-tested. Back-tested performance is hypothetical (it does not reflect trading in actual accounts) and is provided for informational purposes to indicate historical performance had the index been available over the relevant period. Actual performance may be materially lower than that of the index or benchmark, as they do not include expenses and fees.

 

Virtus Mutual Funds     245   


Table of Contents

 

LOGO

c/o Virtus Mutual Funds

P.O. Box 9874

Providence, RI 02940-8074

ADDITIONAL INFORMATION

You can find more information about the funds in the following documents:

Annual and Semiannual Reports

Annual and semiannual reports contain more information about the funds’ investments. The annual report discusses the market conditions and investment strategies that significantly affected the funds’ performance during the last fiscal year.

Statement of Additional Information (SAI)

The SAI contains more detailed information about the funds. It is incorporated by reference and is legally part of the prospectus.

To obtain free copies of these documents, you can download copies from the Individual Investors section of virtus.com , or you can request copies by calling Virtus Mutual Fund Services toll-free at 800-243-1574.

Information about the funds (including the SAI) can be reviewed and copied at the Securities and Exchange Commission’s (SEC) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. This information is also available on the SEC’s Internet site at sec.gov. You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov.

Virtus Mutual Fund Services: 800-243-1574

 

Investment Company Act File No. 811-7455      1-13   
8020   


Table of Contents

VIRTUS OPPORTUNITIES TRUST

 

     TICKER SYMBOL BY CLASS

FUND

   A    B    C    I    T
Virtus Allocator Premium AlphaSector SM Fund    VAAAX       VAACX    VAISX   
Virtus AlphaSector SM Rotation Fund    PWBAX       PWBCX    VARIX   
Virtus Alternatives Diversifier Fund    PDPAX       PDPCX    VADIX   
Virtus Bond Fund    SAVAX    SAVBX    SAVCX    SAVYX   
Virtus CA Tax-Exempt Bond Fund    CTESX          CTXEX   
Virtus Disciplined Equity Style Fund    VDEAX       VDECX    VDEIX   
Virtus Disciplined Select Bond Fund    VDBAX       VDBCX    VDBIX   
Virtus Disciplined Select Country Fund    VDCAX       VDCCX    VDCIX   
Virtus Dynamic AlphaSector SM Fund    EMNAX    EMNBX    EMNCX    VIMNX   
Virtus Emerging Markets Debt Fund    VEDAX       VEDCX    VIEDX   
Virtus Emerging Markets Equity Income Fund    VEIAX       VEICX    VEIIX   
Virtus Foreign Opportunities Fund    JVIAX       JVICX    JVXIX   
Virtus Global Commodities Stock Fund    VGCAX       VGCCX    VGCIX   
Virtus Global Dividend Fund    PGUAX       PGUCX    PGIUX   
Virtus Global Opportunities Fund    NWWOX    WWOBX    WWOCX      
Virtus Global Premium AlphaSector SM Fund    VGPAX       VGPCX    VGPIX   
Virtus Global Real Estate Securities Fund    VGSAX       VGSCX    VGISX   
Virtus Greater Asia ex Japan Opportunities Fund    VGAAX       VGACX    VGAIX   
Virtus Greater European Opportunities Fund    VGEAX       VGECX    VGEIX   
Virtus Herzfeld Fund    VHFAX       VHFCX    VHFIX   
Virtus High Yield Fund    PHCHX    PHCCX    PGHCX      
Virtus International Equity Fund    VIEAX       VIECX    VIIEX   
Virtus International Real Estate Securities Fund    PXRAX       PXRCX    PXRIX   
Virtus International Small-Cap Fund    VISAX       VCISX    VIISX   
Virtus Multi-Sector Fixed Income Fund    NAMFX    NBMFX    NCMFX    VMFIX   
Virtus Multi-Sector Short Term Bond Fund    NARAX    PBARX    PSTCX    PIMSX    PMSTX
Virtus Premium AlphaSector SM Fund    VAPAX       VAPCX    VAPIX   
Virtus Real Estate Securities Fund    PHRAX    PHRBX    PHRCX    PHRIX   
Virtus Senior Floating Rate Fund    PSFRX       PFSRX    PSFIX   
Virtus Wealth Masters Fund    VWMAX       VWMCX    VWMIX   

101 Munson Street

Greenfield, MA 01301

Statement of Additional Information

January 31, 2013

This Statement of Additional Information (“SAI”) is not a prospectus, but expands upon and supplements the information contained in the current Prospectuses for the Virtus Opportunities Trust (the “Trust”), dated January 31, 2013 and should be read in conjunction with them. The SAI incorporates by reference certain information that appears in the Trust’s annual and semiannual reports, which are delivered to all investors. You may obtain a free copy of the Trust’s Prospectuses, annual or semiannual reports by visiting virtus.com , by calling VP Distributors, LLC (“VP Distributors” or “Distributor”) at 800-243-4361 or by writing to VP Distributors at 100 Pearl Street, Hartford, CT 06103.

Mutual Fund Services and Telephone Orders: 800-243-1574

Adviser Consulting Group: 800-243-4361

Web site: virtus.com

8020B (1/13)


Table of Contents

TABLE OF CONTENTS

 

     PAGE

The Trust

     3   

Investment Restrictions

     3   

Investment Techniques and Risks

     5   

Performance Information

     36   

Portfolio Turnover

     37   

Portfolio Transactions and Brokerage

     38   

Disclosure of Fund Holdings

     39   

Services of the Adviser and Subadvisers

     42   

Portfolio Managers

     50   

Net Asset Value

     56   

How To Buy Shares

     56   

Alternative Purchase Arrangements

     57   

Investor Account Services and Policies

     61   

How To Redeem Shares

     62   

Dividends, Distributions and Taxes

     64   

Tax Sheltered Retirement Plans

     69   

The Distributor

     69   

Distribution Plans

     72   

Management of the Trust

     74   

Additional Information

     89   

Appendix

     92   

Glossary

     93   

 

2


Table of Contents

THE TRUST

The Trust is an open-end management investment company which was organized under Delaware law in 1995 as a statutory trust. Prior to January 27, 2006, the Trust was named “Phoenix-Seneca Funds.” From January 27, 2006 to October 20, 2008, the Trust was named “Phoenix Opportunities Trust.” Currently the Trust is named Virtus Opportunities Trust. Prior to October 1, 2008, all the funds listed below had “Phoenix” in their names instead of “Virtus,” except for Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund, Virtus Disciplined Select Country Fund, Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Global Commodities Stock Fund, Virtus Global Premium AlphaSector Fund, Virtus Global Real Estate Securities Fund, Virtus Greater Asia ex Japan Opportunities Fund, Virtus Greater European Opportunities Fund, Virtus Herzfeld Fund, Virtus Wealth Masters Fund, Virtus International Equity Fund, Virtus International Small-Cap Fund and Virtus Premium AlphaSector Fund. The Trust consists of 30 separate Funds: Virtus Allocator Premium AlphaSector Fund (“Allocator Premium AlphaSector Fund”), Virtus AlphaSector Rotation Fund (“AlphaSector Rotation Fund”), Virtus Alternatives Diversifier Fund (“Alternatives Diversifier Fund”), Virtus Bond Fund (“Bond Fund”), Virtus CA Tax-Exempt Bond Fund (“CA Tax-Exempt Bond Fund”), Virtus Disciplined Equity Style Fund (“Disciplined Equity Fund”), Virtus Disciplined Select Bond Fund (“Disciplined Bond Fund”), Virtus Disciplined Select Country Fund (“Disciplined Country Fund”), Virtus Emerging Markets Debt Fund (“EM Debt Fund”), Virtus Emerging Markets Equity Income Fund (“EM Equity Income Fund”), Virtus Foreign Opportunities Fund (“Foreign Opportunities Fund”), Virtus Global Commodities Stock Fund (“Global Commodities Fund”), Virtus Global Dividend Fund (“Global Dividend Fund”), Virtus Global Opportunities Fund (“Global Opportunities Fund”), Virtus Global Premium AlphaSector Fund (“Global Premium AlphaSector Fund”), Virtus Global Real Estate Securities Fund (“Global Real Estate Fund”), Virtus Greater Asia ex Japan Opportunities Fund (“Greater Asia Fund”), Virtus Greater European Opportunities Fund (“Greater European Fund”), Virtus Herzfeld Fund (“Herzfeld Fund”), Virtus High Yield Fund (“High Yield Fund”), Virtus Wealth Masters Fund (“Wealth Masters Fund”), Virtus International Equity Fund (“International Equity Fund”), Virtus International Real Estate Securities Fund (“International Real Estate Fund”), Virtus International Small-Cap Fund (“International Small-Cap Fund”), Virtus Dynamic AlphaSector Fund (“Dynamic AlphaSector Fund”), Virtus Multi-Sector Fixed Income Fund (“Multi-Sector Fixed Income Fund”), Virtus Multi-Sector Short Term Bond Fund (“Multi-Sector Short Term Bond Fund”), Virtus Premium AlphaSector Fund (“Premium AlphaSector Fund”), Virtus Real Estate Securities Fund (“Real Estate Fund”), and Virtus Senior Floating Rate Fund (“Senior Floating Rate Fund”) (each a “Fund” and collectively, the “Funds”). In addition, Allocator Premium AlphaSector Fund, AlphaSector Rotation Fund, Dynamic AlphaSector Fund, Global Premium AlphaSector Fund, and Premium AlphaSector Fund are referred to herein as the “AlphaSector Funds” and Disciplined Bond Fund, Disciplined Country Fund and Disciplined Equity Fund are sometimes referred to herein as the “Disciplined Funds.” The Trust’s Prospectuses describe the investment objectives of the Funds and the strategies that each Fund will employ in seeking to achieve its investment objective. The respective investment objective(s) for Multi-Sector Short Term Bond Fund, Real Estate Fund and AlphaSector Rotation Fund is a fundamental policy and may not be changed without the vote of a majority of the outstanding voting securities of that Fund. The respective investment objective(s) for each of the other Funds is a non-fundamental policy of that Fund and may be changed without shareholder approval upon 60 days notice. The following discussion supplements the disclosure in the Prospectuses.

INVESTMENT RESTRICTIONS

The following investment restrictions have been adopted by the Trust with respect to each of the Funds. Except as otherwise stated, these investment restrictions are “fundamental” policies. A “fundamental” policy is defined in the Investment Company Act of 1940, as amended (the “1940 Act”), to mean that the restriction cannot be changed without the vote of a “majority of the outstanding voting securities” of the Fund. A “majority of the outstanding voting securities” is defined in the 1940 Act as the lesser of (a) 67% or more of the voting securities present at a meeting if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (b) more than 50% of the outstanding voting securities.

With respect to all of the Funds, except as noted, each Fund may not:

(1)    With respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements collateralized by U.S. Government securities and other investment companies), if: (a) such purchase would, at the time, cause more than 5% of the Fund’s total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. This restriction does not apply to the Alternatives Diversifier Fund, EM Debt Fund, Global Commodities Fund, Global Real Estate Fund, International Real Estate Fund and Real Estate Fund.

 

3


Table of Contents

(2)    Purchase securities if, after giving effect to the purchase, more than 25% of its total assets would be invested in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government or its agencies or instrumentalities), except: (a) the Global Dividend Fund will concentrate its assets in the public infrastructure industry which includes, but is not limited to, companies engaged in the production, transmission or distribution of electric energy or gas, or in telephone services; (b) the Global Commodities Stock Fund will concentrate its assets in the commodities-related group of industries of base metals, precious metals, energy and agriculture; (c) the Global Real Estate Fund, International Real Estate Fund and Real Estate Fund will each concentrate its assets in the real estate industry; and (d) in the event that any Disciplined Fund invests directly in baskets of securities to track one or more indexes (rather than investing in index-based ETFs), such Disciplined Fund will concentrate its assets to the extent that the underlying indexes (taken in aggregate) concentrate their assets in a particular industry or group of industries. Additionally, this prohibition shall not apply to the purchase of investment company shares by any of the AlphaSector Funds, the Alternatives Diversifier Fund, the Disciplined Funds, or the Herzfeld Fund (collectively, the “Funds of Funds”).

(3)    Borrow money, except (i) in amounts not to exceed one-third of the value of the Fund’s total assets (including the amount borrowed) from banks, and (ii) up to an additional 5% of its total assets from banks or other lenders for temporary purposes. For purposes of this restriction, (a) investment techniques such as margin purchases, short sales, forward commitments, and roll transactions, (b) investments in instruments such as futures contracts, swaps, and options and (c) short-term credits extended in connection with trade clearance and settlement, shall not constitute borrowing.

(4)    Issue “senior securities” in contravention of the 1940 Act. Activities permitted by Securities and Exchange Commission (“SEC”) exemptive orders or staff interpretations shall not be deemed to be prohibited by this restriction.

(5)    Underwrite the securities issued by other persons, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter under applicable law.

(6)    Purchase or sell real estate, except that the Fund may (i) acquire or lease office space for its own use, (ii) invest in securities of issuers that invest in real estate or interests therein, (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, (iv) hold and sell real estate acquired by the Fund as a result of the ownership of securities.

(7)    Purchase or sell commodities or commodity contracts, except the Fund may purchase and sell derivatives (including, but not limited to, options, futures contracts and options on futures contracts) whose value is tied to the value of a financial index or a financial instrument or other asset (including, but not limited to, securities indexes, interest rates, securities, currencies and physical commodities).

(8)(a)    Make loans, except that the Fund may (i) lend portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities, bank loan participation interests, bank certificates of deposit, bankers’ acceptances, debentures or other securities, whether or not the purchase is made upon the original issuance of the securities and (iv) participate in an interfund lending program with other registered investment companies. (Applicable to: AlphaSector Rotation Fund, Foreign Opportunities Fund, Dynamic AlphaSector Fund, Multi-Sector Short Term Bond Fund, Real Estate Fund).

(8)(b)    Lend securities or make any other loans if, as a result, more than 33  1 / 3 % of its total assets would be lent to other parties, except that the Fund may purchase debt securities, may enter into repurchase agreements, may lend portfolio securities and may acquire loans, loan participations and assignments (both funded and unfunded) and other forms of debt instruments. (Applicable to: Allocator Premium AlphaSector Fund, Alternatives Diversifier Fund, Bond Fund, CA Tax-Exempt Bond Fund, Disciplined Bond Fund, Disciplined Country Fund, Disciplined Equity Fund, EM Debt Fund, EM Equity Income Fund, Global Commodities Fund, Global Dividend Fund, Global Opportunities Fund, Global Premium AlphaSector Fund, Global Real Estate Fund, Greater Asia Fund, Greater European Fund, Herzfeld Fund, High Yield Fund, International Equity Fund, International Real Estate Fund, International Small-Cap Fund, Multi-Sector Fixed Income Fund, Premium AlphaSector Fund, Senior Floating Rate Fund, Wealth Masters Fund).

With respect to investment restriction (2) above, for purposes of determining the amount of each Fund’s total assets invested in the securities of one or more issuers conducting their principal business activities in the same industry, each Fund of Funds will look through to the securities held by any affiliated mutual funds in which the Fund invests. However, as of the date of this SAI the Funds of Funds will not look through to the securities held by any underlying exchange-traded funds (“ETFs”), unaffiliated mutual funds and/or closed-end funds in which such Funds invest.

Except with respect to investment restriction (3) above, if any percentage restriction described above for the Funds is adhered to at the time of investment, a subsequent increase or decrease in the percentage resulting from a change in the value of the Funds’ assets will not constitute a violation of the restriction. With respect to investment restriction (3), in the event that asset coverage for all borrowings shall at any time fall below 300 per centum, the Fund shall, within three days thereafter

 

4


Table of Contents

(not including Sundays and holidays) or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300 per centum.

Section 12 of the 1940 Act limits the percentage of shares of other mutual funds that a fund may purchase. The Funds have obtained exemptive relief from the SEC to permit them to invest in affiliated and unaffiliated funds, including ETFs, beyond the statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these statutory limitations, subject to certain conditions. Each Fund may rely on the various exemptive orders to invest in shares of other mutual funds, including ETFs as applicable.

Non-Fundamental Investment Restrictions (Foreign Opportunities Fund only)

The Board of Trustees of the Trust (also referred to herein as the “Board” or “Trustees”) have adopted the following additional investment restrictions for the Foreign Opportunities Fund. These restrictions are operating policies of the Fund and may be changed by the Trustees without shareholder approval.

(a)    The Fund may sell securities short if it owns or has the right to obtain securities equivalent in kind and amount to the securities sold short without the payment of any additional consideration therefore (“short sales against the box”). In addition, the Fund may engage in “naked” short sales, which involve selling a security that a Fund borrows and does not own. The total market value of all of a Fund’s naked short sale positions will not exceed 8% of its assets. Transactions in futures, options, swaps and forward contracts are not deemed to constitute selling securities short.

(b)    The Fund does not currently intend to purchase securities on margin, except that the Fund may obtain such short-term credits as are necessary for the clearance of transactions, and provided that margin payments and other deposits in connection with transactions in futures, options, swaps and forward contracts shall not be deemed to constitute purchasing securities on margin.

(c)    The Fund may not mortgage or pledge any securities owned or held by it in amounts that exceed, in the aggregate, 15% of the Fund’s net asset value (“NAV”), provided that this limitation does not apply to reverse repurchase agreements, deposits of assets to margin, options, swaps or forward contracts, or the segregation of assets in connection with such contracts.

(d)    The Fund does not currently intend to purchase any security or enter into a repurchase agreement if, as a result, more than 15% of its net assets would be invested in repurchase agreements not entitling the holder to payment of principal and interest within seven days and in securities that are illiquid by virtue of legal or contractual restrictions on resale or the absence of a readily available market. The Trustees, or the Fund’s investment adviser or subadviser acting pursuant to authority delegated by the Trustees, may determine that a readily available market exists for securities eligible for resale pursuant to Rule 144A under the Securities Act of 1933 (“Rule 144A Securities” and “1933 Act”, respectively), or any successor to such rule, Section 4(2) commercial paper and municipal lease obligations. Accordingly, such securities may not be subject to the foregoing limitation. The factors that may be considered when determining liquidity are described under “Illiquid Securities” in the “Investment Techniques and Risks” section below.

(e)    The Fund may not invest in companies for the purpose of exercising control of management.

INVESTMENT TECHNIQUES AND RISKS

The following pages contain more detailed information about types of instruments in which each Fund may invest, strategies the adviser and/or subadvisers may employ in pursuit of each Fund’s investment objective, and a summary of related risks. The Funds may not buy all of these instruments or use all of these techniques.

To the extent that a Fund invests primarily in other funds, including ETFs, except as otherwise noted the following descriptions pertain to the underlying mutual funds in which such Fund invests. Generally, Alternatives Diversifier Fund, certain of the AlphaSector Funds, the Disciplined Funds and Herzfeld Fund do not use these techniques directly. Each of those Funds pursues its investment objective(s) by investing its assets in underlying mutual funds and/or ETFs. Each underlying mutual fund will engage in certain investment techniques and practices to the extent permitted and consistent with the underlying mutual fund’s investment objective. The following is a description of key investment techniques, and their associated risks, of the underlying mutual funds in which the Alternatives Diversifier Fund, the applicable AlphaSector Funds, the Disciplined Funds and Herzfeld Fundinvest as of the date of this SAI. Please refer to the prospectus and SAI for each ETF and underlying mutual fund for specific details.

Throughout this section, the term “adviser” may be used to refer to a subadviser, if any, and the term “the Fund” may be used to refer to any Fund.

 

5


Table of Contents

Borrowing, Reverse Repurchase Agreements and Mortgage Dollar Rolls

The Fund may borrow money and invest the loan proceeds in other assets. This borrowing may be unsecured. The 1940 Act requires mutual funds to maintain continuous asset coverage (that is, total assets including borrowings, less liabilities exclusive of borrowings) of 300% of the amount borrowed. If the 300% asset coverage should decline as a result of market fluctuations or other reasons, the Fund may be required to sell some of its portfolio holdings within three days to reduce the debt and restore the 300% asset coverage, even though it may be disadvantageous from an investment standpoint to sell securities at that time. Borrowing may exaggerate the effect on NAV of any increase or decrease in the market value of the portfolio. Money borrowed will be subject to interest costs which may or may not be recovered by appreciation of the securities purchased. The Fund also may be required to maintain minimum average balances in connection with such borrowing or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate.

Among the forms of investments in which the Fund may engage, and which may be deemed to constitute borrowings, is the entry into reverse repurchase agreements. A reverse repurchase agreement involves the sale of a portfolio-eligible security by the Fund, coupled with its agreement to repurchase the instrument at a specified time and price. The Fund will maintain a pledged account with its Custodian consisting of any asset, including equity securities and non-investment grade debt so long as the asset is liquid, unencumbered and marked to market daily, equal to its obligations under reverse repurchase agreements with broker-dealers and banks. However, reverse repurchase agreements involve the risk that the market value of securities retained by the Fund may decline below the repurchase price of the securities sold by the Fund which it is obligated to repurchase.

The Fund also may enter into “mortgage dollar rolls,” which are similar to reverse repurchase agreements in certain respects. In a “dollar roll” transaction, the Fund sells a mortgage-related security (such as a Government National Mortgage Association (“GNMA”) security) to a dealer and simultaneously agrees to purchase a similar security (but not the same security) in the future at a pre-determined price. A “dollar roll” can be viewed, like a reverse repurchase agreement, as a collateralized borrowing in which the Fund pledges a mortgage-related security to a dealer to obtain cash. Unlike in the case of reverse repurchase agreements, the dealer with which the Fund enters into a dollar roll transaction is not obligated to return the same securities as those originally sold by the Fund, but only securities which are “substantially identical.” To be considered “substantially identical,” the securities returned to the Fund generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy “good delivery” requirements, meaning that the aggregate principal amount of the securities received back must be within 2.5% of the initial amount delivered.

The Fund’s obligation under a dollar roll agreement must be covered by cash or high quality debt securities equal in value to the securities subject to repurchase by the Fund, maintained in a pledged account. Dollar roll transactions are treated as borrowings by the Fund, and therefore the Fund’s entry into dollar roll transactions is subject to the Fund’s overall limitations on borrowing. Furthermore, because dollar roll transactions may be for terms ranging between one and six months, dollar roll transactions may be deemed “illiquid” and subject to the Fund’s overall limitations on investment in illiquid securities.

Commodity Interests

Certain of the investment techniques permitted for the Funds may be considered commodity interests for purposes of the Commodity Exchange Act (“CEA”) and regulations approved by the Commodity Futures Trading Commission (“CFTC”). However, each Fund intends to limit the use of these techniques as required to qualify for exemption from being considered a “commodity pool” or otherwise as a vehicle for trading in commodity interests under such regulations. As a result, each Fund has filed a notice of exclusion under CFTC Regulation 4.5 or exemption under CFTC Regulation 4.13(a)(3).

On February 9, 2012, the CFTC adopted amendments to its rules that, upon effectiveness, may affect the Funds’ ability to continue to claim exclusion or exemption from regulation. If a Fund’s use of these techniques would cause a fund to be considered a “commodity pool” under the CEA, then the adviser and/or the subadviser would be subject to registration and regulation in its capacity as the Fund’s commodity pool operator. A Fund may incur additional expense as a result of the CFTC’s registration and regulation obligations, and the Fund’s use of these techniques and other instruments may be limited or restricted.

Commodities-Related Investing Risk

Commodity-related companies may underperform the stock market as a whole. The value of securities issued by commodity-related companies may be affected by factors affecting a particular industry or commodity. The operations and financial performance of commodity-related companies may be directly affected by commodity prices, especially those commodity-related companies that own the underlying commodity. The stock prices of such companies may also experience greater price volatility than other types of common stocks. Securities issued by commodity-related companies are sensitive to

 

6


Table of Contents

changes in the supply and demand for, and thus the prices of, commodities. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of commodity and natural resources companies that are solely involved in the transportation, processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more difficult for commodity-related companies to raise capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices.

Certain types of commodities instruments (such as commodity-linked notes) are subject to the risk that the counterparty to the instrument will not perform or will be unable to perform in accordance with the terms of the instrument.

Exposure to commodities and commodities markets may subject the Fund to greater volatility than investments in traditional securities. No active trading market may exist for certain commodities investments, which may impair the ability of the Fund to sell or to realize the full value of such investments in the event of the need to liquidate such investments. In addition, adverse market conditions may impair the liquidity of actively traded commodities investments.

Debt Securities

The value of the Fund’s investments in debt securities will change as interest rates fluctuate. When interest rates decline, the values of such securities generally can be expected to increase and when interest rates rise, the values of such securities can generally be expected to decrease. Lower-rated and comparable unrated debt securities are subject to greater risks of loss of income and principal than are higher-rated fixed income securities. The market value of lower-rated securities generally tends to reflect the market’s perception of the creditworthiness of the issuer and short-term market developments to a greater extent than is the case with more highly rated securities, which reflect primarily functions in general levels of interest rates.

After a purchase, the rating of a debt security may be reduced below the minimum rating acceptable for purchase by the Fund. A subsequent downgrade does not require the sale of the security, but the adviser will consider such an event in determining whether to continue to hold the obligation.

Corporate Debt Securities. The Fund’s investments in debt securities of domestic or foreign corporate issuers include bonds, debentures, notes and other similar corporate debt instruments, including convertible securities that meet the Fund’s minimum ratings criteria or if unrated are, in the adviser’s opinion, comparable in quality to corporate debt securities that meet those criteria. The rate of return or return of principal on some debt obligations may be linked or indexed to the level of exchange rates between the U.S. dollar and a foreign currency or currencies or to the value of commodities, such as gold.

Convertible Securities. A convertible security is a bond, debenture, note, or other security that entitles the holder to acquire common stock or other equity securities of the same or a different issuer. It generally entitles the holder to receive interest paid or accrued until the security matures or is redeemed, converted, or exchanged. Before conversion, convertible securities have characteristics similar to nonconvertible debt securities. Convertible securities rank senior to common stock in a corporation’s capital structure and, therefore, generally entail less risk than the corporation’s common stock, although the extent to which this is true depends in large measure on the degree to which the convertible security sells above its value as a fixed income security.

A convertible security may be subject to redemption or conversion at the option of the issuer at a predetermined price. If a convertible security held by the Fund is called for redemption, the Fund could be required to permit the issuer to redeem the security and convert it to the underlying common stock. The Fund generally would invest in convertible securities for their favorable price characteristics and total return potential, and would normally not exercise an option to convert. The Fund might be more willing to convert such securities to common stock.

Convertible Low-Rated Securities (Junk Bonds). The adviser will select only those convertible securities (see description above) for which it believes (a) the underlying common stock is a suitable investment for the Fund and (b) a greater potential for total return exists by purchasing the convertible security because of its higher yield and/or favorable market valuation. However, the Fund may invest in convertible debt securities rated less than investment grade. Debt securities rated less than investment grade are commonly referred to as “junk bonds.” See “High Yield-High Risk (Junk Bonds) Securities” in this SAI.

Inverse Floaters. Inverse floaters are debt instruments whose interest bears an inverse relationship to the interest rate on another security. No Fund will invest more than 5% of its assets in inverse floaters. Similar to variable and floating rate obligations, effective use of inverse floaters requires skills different from those needed to select most portfolio securities. If movements in interest rates are incorrectly anticipated, the Fund could lose money or its NAV could decline by the use of inverse floaters.

Payable in Kind (“PIK”) Bonds. PIK bonds are obligations which provide that the issuer thereof may, at its option, pay interest on such bonds in cash or in the form of additional debt securities. Such securities benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of such cash. The Fund will accrue income on such investments for tax and accounting purposes, which is distributable to shareholders from available cash or liquidated assets as described above during the time interest payments are not made.

 

7


Table of Contents

Standby Commitments. These instruments, which are similar to a put, give the Fund the option to obligate a broker-dealer or bank to repurchase a security held by the Fund at a specified price.

Step Coupon Bonds. Step coupon bonds are bonds that frequently do not entitle the holder to any periodic payments of interest for some initial period after the issuance of the obligation; thereafter, step coupon bonds pay interest for fixed periods of time at particular interest rates. The Fund will accrue income on such investments for tax and accounting purposes, which is distributable to shareholders from available cash or liquidated assets as described above during the time interest payments are not made.

Strip Bonds. Strip bonds are debt securities that are stripped of their interest (usually by a financial intermediary) after the securities are issued. The market value of these securities generally fluctuates more in response to changes in interest rates than interest-paying securities of comparable maturity.

Tender Option Bonds. Tender option bonds are relatively long-term bonds that are coupled with the option to tender the securities to a bank, broker-dealer or other financial institution at periodic intervals and receive the face value of the bond. This investment structure is commonly used as a means of enhancing a security’s liquidity.

Variable and Floating Rate Obligations. These types of securities have variable or floating rates of interest and, under certain limited circumstances, may have varying principal amounts. Variable and floating rate securities pay interest at rates that are adjusted periodically according to a specific formula, usually with reference to some interest rate index or market interest rate (the “underlying index”). The floating rate tends to decrease the security’s price sensitivity to changes in interest rates. These types of securities are relatively long-term instruments that often carry demand features permitting the holder to demand payment of principal at any time or at specified intervals prior to maturity. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less than for fixed-rate obligations.

In order to most effectively use these investments, a portfolio manager must correctly assess probable movements in interest rates. This involves different skills than those used to select most portfolio securities. If the subadviser incorrectly forecasts such movements, the Fund could be adversely affected by the use of variable or floating rate obligations.

Variable rate demand securities are variable rate securities which have demand features entitling the purchaser to resell the securities to the issuer at an amount approximately equal to amortized cost or the principal amount thereof plus accrued interest, which may be more or less than the price that the Fund paid for them. The interest rate on variable rate demand securities also varies either according to some objective standard, such as an index of short-term, tax-exempt rates, or according to rates set by or on behalf of the issuer.

Yankee Bonds. Yankee bonds are dollar-denominated obligations issued in the U.S. capital markets by foreign banks. Yankee bonds are subject to the same risks that pertain to domestic issues, notably credit risk, market risk and liquidity risk. Additionally, to a limited extent, Yankee bonds are subject to certain sovereign risks and other risks associated with foreign investments. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across their borders. Other risks include: adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes, and the expropriation or nationalization of foreign issues.

Zero Coupon Bonds. A zero coupon bond is a debt obligation that does not make any interest payments for a specified period of time prior to maturity or until maturity. The nonpayment of interest on a current basis may result from the bond’s having no stated interest rate, in which case the bond pays only principal at maturity and is initially issued at a discount from face value. Alternatively, a zero coupon obligation may provide for a stated rate of interest, but provide that such interest is not payable until maturity, in which case the bond may initially be issued at par. Even though zero coupon bonds may not pay current interest in cash, the Fund is required to accrue interest income on such investments and to distribute such amounts to shareholders. Thus, the Fund would not be able to purchase income-producing securities to the extent cash is used to pay such distributions, and, therefore, the Fund’s current income could be less than it otherwise would have been. Instead of using cash, the Fund might liquidate investments in order to satisfy these distribution requirements. The value of zero coupon bonds fluctuates more in response to interest rate changes, if they are of the same maturity, than does the value of debt obligations that make current interest payments.

The value to the investor of these types of bonds is represented by the economic accretion either of the difference between the purchase price and the nominal principal amount (if no interest is stated to accrue) or of accrued, unpaid interest during the bond’s life or payment deferral period.

Depositary Receipts

The Fund may invest in sponsored and unsponsored American Depositary Receipts (“ADRs”), which are receipts issued by an American bank or trust company evidencing ownership of underlying securities issued by a foreign issuer. ADRs, in registered form, are designed for use in U.S. securities markets. Unsponsored ADRs may be created without the participation

 

8


Table of Contents

of the foreign issuer. Holders of these ADRs generally bear all the costs in a sponsored ADR. The bank or trust company depositary of an unsponsored ADR may be under no obligation to distribute shareholder communications received from the foreign issuer or to pass through voting rights. The Fund may also invest in European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) and in other similar instruments representing securities of foreign companies. EDRs and GDRs are securities that are typically issued by foreign banks or foreign trust companies, although U.S. banks or U.S. trust companies may issue them. EDRs and GDRs are structured similarly to the arrangements of ADRs. EDRs, in bearer form, are designed for use in European securities markets.

Depositary receipts are generally subject to the same sort of risks as direct investments in a foreign country, such as currency risk, political and economic risk, and market risk, because their values depend on the performance of a foreign security denominated in its home currency. The risks of foreign investing are addressed under the heading “Foreign Securities” in this SAI.

Derivative Investments

In order to seek to hedge various portfolio positions, including to hedge against price movements in markets in which the Fund anticipates increasing its exposure, the Fund may invest in certain instruments which may be characterized as derivative investments. The Fund may also utilize these instruments as part of its overall investment technique to gain or lessen exposure to various securities, markets or currencies. These investments include various types of interest rate transactions, options and futures, as described below. Such investments also may consist of indexed securities, including inverse securities. The Fund may have express limitations on the percentage of its assets that may be committed to these investments. Some of these investments have no express quantitative limitations, and may in some cases require limitations as to the type of permissible counter-party to the transaction. Interest rate transactions involve the risk of an imperfect correlation between the index used in the hedging transactions and that pertaining to the securities which are the subject of such transactions. Similarly, utilization of options and futures transactions involves the risk of imperfect correlation in movements in the price of options and futures and movements in the price of the securities or interest rates which are the subject of the hedge. Investments in indexed securities, including inverse securities, subject the Fund to the risks associated with changes in the particular indices, which may include reduced or eliminated interest payments and losses of invested principal.

Credit Linked Notes.   Credit linked notes are a derivative transaction used to transfer credit risk. The performance of the notes is linked to the performance of the underlying reference obligation or reference portfolio (“reference entities”). The notes are usually issued by a special purpose vehicle (“SPV”) that sells credit protection through a credit default swap (“CDS”) transaction in return for a premium and an obligation to pay the transaction sponsor should a reference entity experience a credit event, such as bankruptcy. The SPV invests the proceeds from the notes to cover its contingent obligation. Revenue from the investments and the money received as premium are used to pay interest to note holders. The main risk of credit linked notes is the risk of default to the reference obligation of the CDS. Should a default occur, the SPV would have to pay the transaction sponsor, subordinating payments to the note holders. Credit linked notes also may not be liquid and may be subject to currency and interest rate risks as well.

Foreign Currency Transactions.   Forward Foreign Currency Exchange Contracts. A forward foreign currency exchange contract involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days (“term”) from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders (usually large commercial banks) and their customers.

The Fund will specifically designate on its accounting records any asset, including equity securities and non-investment-grade debt so long as the asset is liquid, unencumbered and marked to market daily in an amount not less than the value of the Fund’s total assets committed to forward foreign currency exchange contracts entered into for the purchase of a foreign currency. If the value of the securities specifically designated declines, additional cash or securities will be added so that the specifically designated amount is not less than the amount of the Fund’s commitments with respect to such contracts.

Foreign Currency Options. A foreign currency option provides the option buyer with the right to buy or sell a stated amount of foreign currency at the exercise price at a specified date or during the option period. A call option gives its owner the right, but not the obligation, to buy the currency, while a put option gives its owner the right, but not the obligation, to sell the currency. The option seller (writer) is obligated to fulfill the terms of the option sold if it is exercised. However, either seller or buyer may close its position during the option period for such options any time prior to expiration.

A call rises in value if the underlying currency appreciates. Conversely, a put rises in value if the underlying currency depreciates. While purchasing a foreign currency option can protect the Fund against an adverse movement in the value of a foreign currency, it does not limit the gain which might result from a favorable movement in the value of such currency. For example, if the Fund were holding securities denominated in an appreciating foreign currency and had purchased a foreign currency put to hedge against a decline in the value of the currency, it would not have to exercise its put. Similarly, if the Fund had entered into a contract to purchase a security denominated in a foreign currency and had purchased a foreign

 

9


Table of Contents

currency call to hedge against a rise in the value of the currency but instead the currency had depreciated in value between the date of purchase and the settlement date, the Fund would not have to exercise its call but could acquire in the spot market the amount of foreign currency needed for settlement.

Foreign Currency Futures Transactions. The Fund may use foreign currency futures contracts and options on such futures contracts. Through the purchase or sale of such contracts, the Fund may be able to achieve many of the same objectives attainable through the use of foreign currency forward contracts, but more effectively and possibly at a lower cost.

Unlike forward foreign currency exchange contracts, foreign currency futures contracts and options on foreign currency futures contracts are standardized as to amount and delivery period and are traded on boards of trade and commodities exchanges. It is anticipated that such contracts may provide greater liquidity and lower cost than forward foreign currency exchange contracts.

Regulatory Restrictions. To the extent required to comply with SEC Release No. IC-10666, when purchasing a futures contract or writing a put option, the Fund will specifically designate on its accounting records any asset, including equity securities and non-investment-grade debt so long as the asset is liquid, unencumbered and marked to market daily equal to the value of such contracts.

Futures contracts are designed by boards of trade which are designated “contracts markets” by the CFTC. Futures contracts trade on contracts markets in a manner that is similar to the way a stock trades on a stock exchange and the boards of trade, through their clearing corporations, guarantee performance of the contracts. As discussed earlier in this SAI in the section entitled “Commodity Interests,” as of the date of this SAI, each Fund is able to claim an exclusion or exemption from the definition of “commodity pool’ under the CEA, so that the Funds may invest in futures contracts under specified conditions without registering with the CFTC. However, under the amended rules the Funds’ ability to maintain the exclusions/exemptions may be limited. (See “Commodity Interests” in this SAI.)

Foreign Currency Warrants. Foreign currency warrants such as currency exchange warrants (“CEWs”) are warrants that entitle the holder to receive from the issuer an amount of cash (generally, for warrants issued in the United States, in U.S. dollars) that is calculated pursuant to a predetermined formula and based on the exchange rate between a specified foreign currency and the U.S. dollar as of the exercise date of the warrant. Foreign currency warrants generally are exercisable upon their issuance and expire as of a specified date and time. Foreign currency warrants have been issued in connection with U.S. dollar-denominated debt offerings by major corporate issuers in an attempt to reduce the foreign currency exchange risk that, from the point of view of prospective purchasers of the securities, is inherent in the international fixed income marketplace.

Foreign currency warrants may be used to reduce the foreign exchange risk assumed by purchasers of a security by, for example, providing for a supplemental payment in the event the U.S. dollar depreciates against the value of a major foreign currency such as the Japanese Yen or Euro. The formula used to determine the amount payable upon exercise of a foreign currency warrant may make the warrant worthless unless the applicable foreign currency exchange rate moves in a particular direction (e.g., unless the U.S. dollar appreciates or depreciates against the particular foreign currency to which the warrant is linked or indexed).

Foreign currency warrants are severable from the debt obligations with which they may be offered, and may be listed on exchanges. Foreign currency warrants may be exercisable only in certain minimum amounts, and an investor wishing to exercise warrants who possesses less than the minimum number required for exercise may be required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. Upon exercise of warrants, there may be a delay between the time the holder gives instructions to exercise and the time the exchange rate relating to exercise is determined, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining “time value” of the warrants (i.e., the difference between the current market value and the exercise value of the warrants), and, if the warrants were “out-of-the-money,” in a total loss of the purchase price of the warrants.

Warrants are generally unsecured obligations of their issuers and are not standardized foreign currency options issued by the Options Clearing Corporation (“OCC”). Unlike foreign currency options issued by OCC, the terms of foreign exchange warrants generally will not be amended in the event of governmental or regulatory actions affecting exchange rates or in the event of the imposition of other regulatory controls affecting the international currency markets. The initial public offering (“IPO”) price of foreign currency warrants is generally considerably in excess of the price that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving significantly larger amounts of foreign currencies. Foreign currency warrants are subject to significant foreign exchange risk, including risks arising from complex political or economic factors.

Principal Exchange Rate Linked Securities. Principal exchange rate linked securities (or “PERLS”) are debt obligations the principal on which is payable at maturity in an amount that may vary based on the exchange rate between the U.S. dollar and

 

10


Table of Contents

a particular foreign currency at or about that time. The return on “standard” principal exchange rate linked securities is enhanced if the foreign currency to which the security is linked appreciates against the U.S. dollar, and is adversely affected by increases in the foreign exchange value of the U.S. dollar, “reverse” PERLS are like the “standard” securities, except that their return is enhanced by increases in the value of the U.S. dollar and adversely impacted by increases in the value of foreign currency. Interest payments on the securities are generally made in U.S. dollars at rates that reflect the degree of foreign currency risk assumed or given up by the purchaser of the notes (i.e., at relatively higher interest rates if the purchaser has assumed some of the foreign exchange risk, or relatively lower interest rates if the issuer has assumed some of the foreign exchange risk, based on the expectations of the current market). PERLS may in limited cases be subject to acceleration of maturity (generally, not without the consent of the holders of the securities), which may have an adverse impact on the value of the principal payment to be made at maturity.

Performance indexed paper. Performance indexed paper (or “PIP”) is U.S. dollar-denominated commercial paper the yield of which is linked to certain foreign exchange rate movements. The yield to the investor on performance indexed paper is established at maturity as a function of spot exchange rates between the U.S. dollar and a designated currency as of or about the time (generally, the index maturity two days prior to maturity). The yield to the investor will be within a range stipulated at the time of purchase of the obligation, generally with a guaranteed minimum rate of return that is below, and a potential maximum rate of return that is above, market yields on U.S. dollar-denominated commercial paper, with both the minimum and maximum rates of return on the investment corresponding to the minimum and maximum values of the spot exchange rate two business days prior to maturity.

Foreign Exchange-Traded Options, Futures and Forward Currency Exchange Contracts—Additional Risks. Options on securities, futures contracts, options on futures contracts, currencies and options on currencies may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States; may not involve a clearing mechanism and related guarantees; and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the Fund’s ability to act upon economic events occurring in foreign markets during non-business hours in the United States, (iv) the imposition of different exercise and settlement terms and procedures and margin requirements than in the United States, and (v) lesser trading volume.

Futures Contracts and Options on Futures Contracts.   The Fund may use interest rate, foreign currency or index futures contracts. An interest rate, foreign currency (see “Foreign Currency Transactions” above) or index futures contract provides for the future sale by one party and purchase by another party of a specified quantity of a financial instrument, foreign currency or the cash value of an index at a specified price and time. A futures contract on an index is an agreement pursuant to which two parties agree to take or make delivery of an amount of cash equal to the difference between the value of the index at the close of the last trading day of the contract and the price at which the index contract was originally written. Although the value of an index might be a function of the value of certain specified securities, no physical delivery of these securities is made. A public market exists in futures contracts covering several indexes as well as a number of financial instruments and foreign currencies, including: the Standard & Poor’s 500 ® Index (the “S&P 500 Index” or “S&P 500”); the Standard & Poor’s 100 ® Index (the “S&P 100 Index” or “S&P 100”); the New York Stock Exchange (“NYSE”) composite; U.S. Treasury bonds; U.S. Treasury notes; GNMA Certificates; three month U.S. Treasury bills; 90-day commercial paper; bank certificates of deposit; Eurodollar certificates of deposit; the Australian dollar; the Canadian dollar; the British pound; the German mark; the Japanese yen; the French franc; the Swiss franc; the Mexican peso; and certain multinational currencies, such as the European Currency Unit (“ECU”). It is expected that other futures contracts will be developed and traded in the future. Interest rate futures contracts currently are traded in the United States primarily on the floors of the Chicago Board of Trade (“CBT”) and the International Monetary Market of the Chicago Mercantile Exchange (“CME”). Interest rate futures also are traded on foreign exchanges such as the London International Financial Futures Exchange (“LIFFE”) and the Singapore International Monetary Exchange (“SIMEX”).

The Fund may purchase and write call and put options on futures. Futures options possess many of the same characteristics as options on securities and indexes (discussed above). A futures option gives the holder the right, in return for the premium paid, to assume a long position (call) or short position (put) in a futures contract at a specified exercise price at any time during the period of option. Upon exercise of a call option, the holder acquires a long position in the futures contract and the writer is assigned the opposite short position. In the case of a put option, the opposite is true.

The Fund will limit its use of futures contracts and futures options to hedging transactions and in an attempt to increase total return, in accordance with federal regulations. A Fund will do so only if the adviser believes it is possible to reduce the effect of interest or exchange rate fluctuations on the value of the Fund’s portfolio, or sectors thereof, through the use of such strategies. For example, the Fund might use futures contracts to hedge against anticipated changes in interest rates that might adversely affect either the value of the Fund’s securities or the price of the securities which the Fund intends to purchase. The

 

11


Table of Contents

Fund’s hedging activities may include sales of futures contracts as an offset against the effect of expected increases in interest rates, and purchases of futures contracts as an offset against the effect of expected declines in interest rates. Although other techniques could be used to reduce the Fund’s exposure to interest rate fluctuations, the Fund may be able to hedge its exposure more effectively and perhaps at a lower cost by using futures contracts and futures options. The costs of and possible losses incurred from futures contracts and options thereon may reduce the Fund’s current income and involve a loss of principal. Any incremental return earned by the Fund resulting from these transactions would be expected to offset anticipated losses or a portion thereof.

The Fund will only enter into futures contracts and futures options which are standardized and traded on a U.S. or foreign exchange, board of trade, or similar entity, or quoted on an automated quotation system.

When a purchase or sale of a futures contract is made by the Fund, the Fund is required to deposit with its custodian (or broker, if legally permitted) a specified amount of cash or U.S. Government securities (“initial margin”). The margin required for a futures contract is set by the exchange on which the contract is traded and may be modified during the term of the contract. The initial margin is in the nature of a performance bond or good faith deposit on the futures contract which is returned to the Fund upon termination of the contract, assuming all contractual obligations have been satisfied. The Fund expects to earn interest income on its initial margin deposits. A futures contract held by the Fund is valued daily at the official settlement price of the exchange on which it is traded. Each day the Fund pays or receives cash, called “variation margin,” equal to the daily change in value of the futures contract. This process is known as “marking to market.” Variation margin does not represent a borrowing or loan by the Fund but is instead a settlement between the Fund and the broker of the amount one would owe the other if the futures contract expired. In computing daily NAV, the Fund will mark to market its open futures positions.

The Fund is also required to deposit and maintain margin with respect to put and call options on futures contracts written by it. Such margin deposits will vary depending on the nature of the underlying futures contract (and the related initial margin requirements), the current market value of the option, and other futures positions held by the Fund.

Although some futures contracts call for making or taking delivery of the underlying securities, generally these obligations are closed out prior to delivery by offsetting purchases or sales of matching futures contracts (same exchange, underlying security or index, and delivery month). If an offsetting purchase price is less than the original sale price, the Fund realizes a capital gain, or if it is more, the Fund realizes a capital loss. Conversely, if an offsetting sales price is more than the original purchase price, the Fund realizes a capital gain, or if it is less, the Fund realizes a capital loss. The transaction costs must also be included in these calculations.

Limitations on Use of Futures and Futures Options. When entering into a futures contract, the Fund will specifically designate on its accounting records (and mark-to-market on a daily basis) cash, U.S. Government securities, or other highly liquid debt securities that, when added to the amount deposited with a futures commission merchant as margin, are equal to the market value of the futures contract. Alternatively, the Fund may “cover” its position by purchasing a put option on the same futures contract with a strike price as high or higher than the price of the contract held by the Fund.

When selling a futures contract, the Fund will specifically designate on its accounting records (and mark-to-market on a daily basis) liquid assets that, when added to the amount deposited with a futures commission merchant as margin, are equal to the market value of the instruments underlying the contract. Alternatively, the Fund may “cover” its position by owning the instruments underlying the contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures contract is based), or by holding a call option permitting the Fund to purchase the same futures contract at a price no higher than the price of the contract written by the Fund (or at a higher price if the difference is maintained in liquid assets with the Fund’s custodian).

When selling a call option on a futures contract, the Fund will specifically designate on its accounting records any asset, including equity securities and non-investment grade debt so long as the asset is liquid, unencumbered and marked to market daily that, when added to the amounts deposited with a futures commission merchant as margin, equal the total market value of the futures contract underlying the call option. Alternatively, the Fund may cover its position by entering into a long position in the same futures contract at a price no higher than the strike price of the call option, by owning the instruments underlying the futures contract, or by holding a separate call option permitting the Fund to purchase the same futures contract at a price not higher than the strike price of the call option sold by the Fund.

When selling a put option on a futures contract, the Fund will specifically designate on its accounting records any asset, including equity securities and non-investment grade debt so long as the asset is liquid, unencumbered and marked to market daily that equal the purchase price of the futures contract, less any margin on deposit. Alternatively, the Fund may cover the position either by entering into a short position in the same futures contract, or by owning a separate put option permitting it to sell the same futures contract so long as the strike price of the put option is the same or higher than the strike price of the put option sold by the Fund.

 

12


Table of Contents

Futures contracts are designed by boards of trade which are designated “contracts markets” by the CFTC. Futures contracts trade on contracts markets in a manner that is similar to the way a stock trades on a stock exchange and the boards of trade, through their clearing corporations, guarantee performance of the contracts. As of the date of this SAI, each Fund is eligible for exclusion or exemption from the CFTC’s definition of a “commodity pool,” meaning that the Fund may invest in futures contracts under specified conditions without registering with the CFTC. However, under the recent rule amendments the Funds’ ability to claim the exclusion/exemption may be limited. (See “Commodity Interests” in this SAI.)

The requirements of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company (“RIC”) also may limit the extent to which the Fund may enter into futures, futures options or forward contracts. (See “Dividends, Distributions and Taxes” in this SAI.)

Risks Relating to Futures Contracts and Related Options. Positions in futures contracts and related options may be closed out only on an exchange which provides a secondary market for such contracts or options. The Fund will enter into an option or futures position only if there appears to be a liquid secondary market. However, there can be no assurance that a liquid secondary market will exist for any particular option or futures contract at any specific time. Thus, it may not be possible to close out a futures or related option position. In the case of a futures position, in the event of adverse price movements the Fund would continue to be required to make daily margin payments. In this situation, if the Fund has insufficient cash to meet daily margin requirements it may have to sell portfolio securities to meet its margin obligations at a time when it may be disadvantageous to do so. In addition, the Fund may be required to take or make delivery of the securities underlying the futures contracts it holds. The inability to close out futures positions also could have an adverse impact on the Fund’s ability to hedge its portfolio effectively.

There are several risks in connection with the use of futures contracts as a hedging device. While hedging can provide protection against an adverse movement in market prices, it can also limit a hedger’s opportunity to benefit fully from a favorable market movement. In addition, investing in futures contracts and options on futures contracts will cause the Fund to incur additional brokerage commissions and may cause an increase in the Fund’s portfolio turnover rate.

The successful use of futures contracts and related options also depends on the ability of the adviser or subadviser to forecast correctly the direction and extent of market movements, interest rates and other market factors within a given time frame. To the extent market prices remain stable during the period a futures contract or option is held by the Fund or such prices move in a direction opposite to that anticipated, the Fund may realize a loss on the transaction which is not offset by an increase in the value of its portfolio securities. Options and futures may also fail as a hedging technique in cases where the movements of the securities underlying the options and futures do not follow the price movements of the hedged portfolio securities. As a result, the Fund’s total return for the period may be less than if it had not engaged in the hedging transaction. The loss from investing in futures transactions is potentially unlimited.

Utilization of futures contracts by the Fund involves the risk of imperfect correlation in movements in the price of futures contracts and movements in the price of the securities which are being hedged. If the price of the futures contract moves more or less than the price of the securities being hedged, the Fund will experience a gain or loss which will not be completely offset by movements in the price of the securities. It is possible that, where the Fund has sold futures contracts to hedge its portfolio against a decline in the market, the market may advance and the value of securities held in the Fund’s portfolio may decline. If this occurred, the Fund would lose money on the futures contract and would also experience a decline in value in its portfolio securities. Where futures are purchased to hedge against a possible increase in the prices of securities before the Fund is able to invest its cash (or cash equivalents) in securities (or options) in an orderly fashion, it is possible that the market may decline; if the Fund then determines not to invest in securities (or options) at that time because of concern as to possible further market decline or for other reasons, the Fund will realize a loss on the futures that would not be offset by a reduction in the price of the securities purchased.

The market prices of futures contracts may be affected if participants in the futures market elect to close out their contracts through off-setting transactions rather than to meet margin deposit requirements. In such case, distortions in the normal relationship between the cash and futures markets could result. Price distortions could also result if investors in futures contracts opt to make or take delivery of the underlying securities rather than to engage in closing transactions because such action would reduce the liquidity of the futures market. In addition, from the point of view of speculators, because the deposit requirements in the futures markets are less onerous than margin requirements in the cash market, increased participation by speculators in the futures market could cause temporary price distortions. Due to the possibility of price distortions in the futures market and because of the imperfect correlation between movements in the prices of securities and movements in the prices of futures contracts, a correct forecast of market trends may still not result in a successful hedging transaction.

Compared to the purchase or sale of futures contracts, the purchase of put or call options on futures contracts involves less potential risk for the Fund because the maximum amount at risk is the premium paid for the options plus transaction costs. However, there may be circumstances when the purchase of an option on a futures contract would result in a loss to the Fund while the purchase or sale of the futures contract would not have resulted in a loss, such as when there is no movement in the price of the underlying securities.

 

13


Table of Contents

Interest Rate Transactions. The Fund may enter into interest rate swaps, and the purchase and sale of interest rate collars, caps and floors.

Interest rate swaps involve the exchange with another party of commitments to pay or receive interest, e.g., an exchange of floating rate payments for fixed rate payments. The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. An interest rate collar combines the elements of purchasing a cap and selling a floor. The collar protects against an interest rate rise above the maximum amount but gives up the benefit of an interest rate decline below the minimum amount. The net amount of the excess, if any, of the Fund’s obligations over its entitlements with respect to each interest rate swap will be accrued on a daily basis and any asset, including equity securities and non-investment grade debt so long as the asset is liquid, unencumbered and marked to market daily having an aggregate value at least equal to the accrued excess will be specifically designated on the accounting records of the Fund. If there is a default by the other party to such a transaction, the Fund will have contractual remedies pursuant to the agreements related to the transaction.

Options.   The Fund may purchase and sell (write) both put options and call options on securities, securities indexes, and foreign currencies. The purpose of writing covered put and call options generally is to hedge against fluctuations in the market value of the Fund’s portfolio securities in an attempt to increase total return. The Fund may purchase or sell call and put options on securities indices for a similar purpose. A hedge will only be successful if the price change of the underlying security is less than the difference between the option premium received by the Fund and the option strike price. To the extent the underlying security’s price change exceeds this amount, written put and call options will not provide an effective hedge.

Writing Call Options. Each Fund may write (sell) covered call options on securities (“calls”) when the subadviser considers such sales appropriate. When the Fund writes a call, it receives a premium and grants the purchaser the right to buy the underlying security at any time during the call period (usually between three and nine months) at a fixed exercise price regardless of market price changes during the call period. If the call is exercised, the Fund forgoes any gain but is not subject to any loss on any change in the market price of the underlying security relative to the exercise price. The Fund will write such options subject to any applicable limitations or restrictions imposed by law.

A written call option is covered if the Fund owns the security underlying the option. A written call option may also be covered by purchasing an offsetting option or any other option which, by virtue of its exercise price or otherwise, reduces the Fund’s net exposure on its written option position. In addition, the Fund may cover such options by specifically designating on its accounting records any assets, including equity securities and non-investment grade debt so long as the assets are liquid, unencumbered and marked to market daily (“liquid assets”), in amounts sufficient to ensure that it is able to meet its obligations under the written call should it be exercised. This method does not reduce the potential loss to the Fund should the value of the underlying security increase and the option be exercised.

Purchasing Call Options. The Fund may purchase a call option when the adviser believes the value of the underlying security will rise or to effect a “closing purchase transaction” as to a call option the Fund has written (sold). The Fund will realize a profit (or loss) from a closing purchase transaction if the amount paid to purchase a call is less (or more) than the amount received from the sale thereof.

Writing Put Options. A put option written by the Fund obligates the Fund to purchase the specified security at a specified price if the option is exercised at any time before the expiration date. A written put option may be covered by specifically designating on the accounting records of the Fund liquid assets with a value at least equal to the exercise price of the put option. While this may help ensure that the Fund will have sufficient assets to meet its obligations under the option contract should it be exercised, it will not reduce the potential loss to the Fund should the value of the underlying security decrease and the option be exercised.

Purchasing Put Options. The Fund may purchase a put option when the adviser believes the value of the underlying security will decline. The Fund may purchase put options on securities in its portfolio in order to hedge against a decline in the value of such securities (“protective puts”) or to effect closing purchase transactions as to puts it has written. The Fund will realize a profit (or loss) from a closing purchase transaction if the amount paid to purchase a put is less (or more) than the amount received from the sale thereof.

Combined Option Positions. The Fund may purchase and write options in combination with each other to adjust the risk and return characteristics of the overall position. For example, the Fund may purchase a put option and write a call option on the same underlying instrument, in order to construct a combined position whose risk and return characteristics are similar to selling a futures contract. Another possible combined position would involve writing a call option at one strike price and buying a call option at a lower price, in order to reduce the risk of the written call option in the event of a substantial price increase. Because combined options involve multiple trades, they result in higher transaction costs and may be more difficult to open and close out.

 

14


Table of Contents

The Purchase and Writing of Options Involves Certain Risks. During the option period, the covered call writer has, in return for the premium on the option, given up the opportunity to profit from a price increase in the underlying securities above the exercise price, but, as long as its obligation as a writer continues, has retained the risk of loss should the price of the underlying security decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying securities at the exercise price. If a call option purchased by the Fund is not sold when it has remaining value, and if the market price of the underlying security remains less than or equal to the exercise price, the fund will lose its entire investment in the option. Also, where an option on a particular security is purchased to hedge against price movements in a related security, the price of the option may move more or less than the price of the related security. There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Furthermore, if trading restrictions or suspensions are imposed on the options market, the Fund may be unable to close out an option position.

Correlation of Price Changes. Because there are a limited number of types of exchange-traded options and futures contracts, it is likely that the standardized contracts available will not match the applicable Fund’s current or anticipated investments. The Fund may invest in options based on securities which differ from the securities in which it typically invests. This involves a risk that the options will not track the performance of the Fund’s investments.

Options and futures prices can also diverge from the prices of their underlying instruments, even if the underlying instruments match the applicable Fund’s investments well. Options and future prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect security prices the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and securities are traded, or from imposition of daily price fluctuation limits or trading halts. The Fund may purchase or sell options with a greater or less value than the securities it wishes to hedge or intends to purchase in order to attempt to compensate for differences in historical volatility between the contract and the securities, although this may not be successful in all cases. If price changes in the applicable Fund’s options are poorly correlated with its other investments, the positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments. Successful use of these techniques requires skills different from those needed to select portfolio securities.

Liquidity of Options. There is no assurance a liquid secondary market will exist for any particular option at any particular time. Options may have relatively low trading volume and liquidity if their strike prices are not close to the underlying instruments’ current price. In addition, exchanges may establish daily price fluctuation limits for options, and may halt trading if an option’s price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible for the Fund to enter into new positions or close out existing positions. If the secondary market for an option is not liquid because of price fluctuation limits or otherwise, it could prevent prompt liquidation of unfavorable positions, and potentially could require the applicable Fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, such Fund’s access to other assets held to cover its options could also be impaired.

Options on Securities Indices. Unlike a stock option, which gives the holder the right to purchase or sell a specified stock at a specified price, an option on a securities index gives the holder the right to receive a cash “exercise settlement amount” equal to (i) the difference between the exercise price of the option and the value of the underlying securities index on the exercise date multiplied by (ii) a fixed “index multiplier.” Like an option on a specific security, when the Fund purchases a put or a call option on an index, it places the entire amount of the premium paid at risk, for if, at the expiration date, the value of the index has decreased below the exercise price (in the case of a call) or increased above the exercise price (in the case of a put), the option will expire worthless.

A securities index fluctuates with changes in the market values of the stocks included in the index. For example, some securities index options are based on a broad market index such as the S&P 500 ® Index. Others are based on a narrower market index such as the S&P 100 Index. Indices may also be based on an industry or market segment such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index. Options on securities indices are currently traded on the Chicago Board Options Exchange, the NYSE and the NYSE Amex Index Options (“NYSE Amex”) (formerly, American Stock Exchange or AMEX).

The Fund may purchase put options on securities indices to hedge against an anticipated decline in stock market prices that might adversely affect the value of the Fund’s portfolio securities. If the Fund purchases such a put option, the amount of the payment it would receive upon exercising the option would depend on the extent of any decline in the level of the securities index below the exercise price. Such payments would tend to offset a decline in the value of the Fund’s portfolio securities. However, if the level of the securities index increases and remains above the exercise price while the put option is

 

15


Table of Contents

outstanding, the Fund will not be able to profitably exercise the option and will lose the amount of the premium and any transaction costs. Such loss may be partially or wholly offset by an increase in the value of the Fund’s portfolio securities.

The Fund may purchase call options on securities indices in order to participate in an anticipated increase in stock market prices or to offset anticipated price increases on securities that it intends to buy in the future. If the Fund purchases a call option on a securities index, the amount of the payment it would receive upon exercising the option would depend on the extent of any increase in the level of the securities index above the exercise price. Such payments would in effect allow the Fund to benefit from stock market appreciation even though it may not have had sufficient cash to purchase the underlying stocks. Such payments may also offset increases in the prices of stocks that the Fund intends to purchase. If, however, the level of the securities index declines and remains below the exercise price while the call option is outstanding, the Fund will not be able to exercise the option profitably and will lose the amount of the premium and transaction costs. Such loss may be partially or wholly offset by a reduction in the price the Fund pays to buy additional securities for its portfolio.

The Fund may write (sell) covered call or put options on a securities index. Such options may be covered by purchasing an offsetting option which, by virtue of its exercise price or otherwise, reduces the Fund’s net exposure on its written option position or by owning securities whose price changes are expected to be similar to those of the underlying index or by having an absolute and immediate right to acquire such securities without additional cash consideration or for additional cash consideration (held in a segregated account by its custodian) upon conversion or exchange of other securities in their respective portfolios. In addition, the Fund may cover such options by specifically designating on its accounting records liquid assets with a value equal to the exercise price or by using the other methods described above.

The extent to which options on securities indices will provide the Fund with an effective hedge against interest rate or stock market risk will depend on the extent to which the stocks comprising the indices correlate with the composition of the Fund’s portfolio. Moreover, the ability to hedge effectively depends upon the ability to predict movements in interest rates or the stock market. Some options on securities indices may not have a broad and liquid secondary market, in which case options purchased by the Fund may not be closed out and the Fund could lose more than its option premium when the option expires.

The purchase and sale of option contracts is a highly specialized activity that involves investment techniques and risks different from those ordinarily associated with investment companies. Transaction costs relating to options transactions may tend to be higher than the costs of transactions in securities. In addition, if the Fund were to write a substantial number of option contracts that are exercised, the portfolio turnover rate of that Fund could increase.

Limitations on Options on Securities and Securities Indices. The Fund may write call options only if they are covered and remain covered for as long as the Fund is obligated as a writer. Thus, if the Fund utilizing this investment technique writes a call option on an individual security, the Fund must own the underlying security or other securities that are acceptable for a pledged account at all times during the option period. The Fund will write call options on indices only to hedge in an economically appropriate way portfolio securities which are not otherwise hedged with options or financial futures contracts. Call options on securities indices written by the Fund will be “covered” by identifying the specific portfolio securities being hedged.

To secure the obligation to deliver the underlying security, the writer of a covered call option on an individual security is required to deposit the underlying security or other assets in a pledged account in accordance with clearing corporation and exchange rules. In the case of an index call option written by the Fund, the Fund will be required to deposit qualified securities. A “qualified security” is a security against which the Fund has not written a call option and which has not been hedged by the Fund by the sale of a financial futures contract. If at the close of business on any day the market value of the qualified securities falls below 100% of the current index value times the multiplier times the number of contracts, the Fund will deposit an amount of cash, U.S. Government Securities or other liquid high quality debt obligations equal in value to the difference. In addition, when the Fund writes a call on an index which is “in-the-money” at the time the call is written, the Fund will specifically designate on its accounting records cash, U.S. Government securities or other liquid high quality debt obligations equal in value to the amount by which the call is “in-the-money” times the multiplier times the number of contracts. Any amount otherwise specifically designated may be applied to the Fund’s other obligations to specifically designate assets in the event that the market value of the qualified securities falls below 100% of the current index value times the multiplier times the number of contracts.

The Fund may sell a call option or a put option which it has previously purchased prior to the purchase (in the case of a call) or the sale (in the case of a put) of the underlying security. Any such sale of a call option or a put option would result in a net gain or loss, depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid.

Risks Relating to Options on Securities. During the option period, the writer of a call option has, in return for the premium received on the option, given up the opportunity for capital appreciation above the exercise price should the market price of

 

16


Table of Contents

the underlying security increase, but has retained the risk of loss should the price of the underlying security decline. The writer has no control over the time within the option period when it may be required to fulfill its obligation as a writer of the option.

The risk of purchasing a call option or a put option is that the Fund utilizing this investment technique may lose the premium it paid plus transaction costs, if the Fund does not exercise the option and is unable to close out the position prior to expiration of the option.

An option position may be closed out on an exchange only if the exchange provides a secondary market for an option of the same series. Although the Funds utilizing this investment technique will write and purchase options only when the investment adviser believes that a liquid secondary market will exist for options of the same series, there can be no assurance that a liquid secondary market will exist for a particular option at a particular time and that any Fund, if it so desires, can close out its position by effecting a closing transaction. If the writer of a covered call option is unable to effect a closing purchase transaction, it cannot sell the underlying security until the option expires or the option is exercised. Accordingly, a covered call writer may not be able to sell the underlying security at a time when it might otherwise be advantageous to do so.

Possible reasons for the absence of a liquid secondary market on an exchange include the following: (i) insufficient trading interest in certain options; (ii) restrictions on transactions imposed by an exchange; (iii) trading halts, suspensions or other restrictions imposed with respect to particular classes or series of options or underlying securities; (iv) inadequacy of the facilities of an exchange or the clearing corporation to handle trading volume; and (v) a decision by one or more exchanges to discontinue the trading of options in general or of particular options or impose restrictions on orders.

Each exchange has established limitations governing the maximum number of call options, whether or not covered, which may be written by a single investor acting alone or in concert with others (regardless of whether such options are written on the same or different exchanges or are held or written on one or more accounts or through one or more brokers). An exchange may order the liquidation of positions found to be in violation of these limits and it may impose other sanctions or restrictions. The adviser believes that the position limits established by the exchanges will not have any adverse impact upon the Funds.

Risks of Options on Securities Indices. Because the value of an index option depends upon movements in the level of the index rather than movements in the price of a particular security, whether the Fund utilizing this investment technique will realize a gain or loss on the purchase or sale of an option on an index depends upon movements in the level of prices in the market generally or in an industry or market segment (depending on the index option in question). Accordingly, successful use by the Fund of options on indices will be subject to the investment adviser’s ability to predict correctly movements in the direction of the market generally or in the direction of a particular industry. This requires different skills and techniques than predicting changes in the prices of individual securities.

Index prices may be distorted if trading of certain securities included in the index is interrupted. Trading in index options also may be interrupted in certain circumstances, such as if trading were halted in a substantial number of securities included in the index. If this occurred, the Fund utilizing this investment technique would not be able to close out options which it had written or purchased and, if restrictions on exercise were imposed, might be unable to exercise an option it purchased, which would result in substantial losses to the Fund. However, it is the Trust’s policy to write or purchase options only on indices which include a sufficient number of securities so that the likelihood of a trading halt in the index is minimized.

Because the exercise of an index option is settled in cash, an index call writer cannot determine the amount of its settlement obligation in advance and, unlike call writing on portfolio securities, cannot provide in advance for its potential settlement obligation by holding the underlying securities. Consequently, the Funds will write call options only on indices which meet the criteria described above.

Price movements in securities held by the Fund utilizing this investment technique will not correlate perfectly with movements in the level of the index and, therefore, the Fund bears the risk that the price of the securities held by the Fund might not increase as much as the level of the index. In this event, the Fund would bear a loss on the call which would not be completely offset by movements in the prices of the securities held by the Fund. It is also possible that the index might rise when the value of the securities held by the Fund does not. If this occurred, the Fund would experience a loss on the call which would not be offset by an increase in the value of its portfolio and might also experience a loss in the market value of its portfolio securities.

Unless the Fund utilizing this investment technique has other liquid assets which are sufficient to satisfy the exercise of a call on an index, the Fund will be required to liquidate securities in order to satisfy the exercise. Because an exercise must be settled within hours after receiving the notice of exercise, if the Fund fails to anticipate an exercise, it may have to borrow from a bank (in an amount not exceeding 10% of the Fund’s total assets) pending settlement of the sale of securities in its portfolio and pay interest on such borrowing.

 

17


Table of Contents

When the Fund has written a call on an index, there is also a risk that the market may decline between the time the Fund has the call exercised against it, at a price which is fixed as of the closing level of the index on the date of exercise, and the time the Fund is able to sell its securities. As with options on its securities, the Fund will not learn that a call has been exercised until the day following the exercise date but, unlike a call on a security where the Fund would be able to deliver the underlying security in settlement, the Fund may have to sell some of its securities in order to make settlement in cash, and the price of such securities may decline before they can be sold.

If the Fund exercises a put option on an index which it has purchased before final determination of the closing index value for that day, it runs the risk that the level of the underlying index may change before closing. If this change causes the exercised option to fall “out-of-the-money” the Fund will be required to pay the difference between the closing index value and the exercise price of the option (multiplied by the applicable multiplier) to the assigned writer. Although the Fund may be able to minimize this risk by withholding exercise instructions until just before the daily cutoff time or by selling rather than exercising an option when the index level is close to the exercise price, it may not be possible to eliminate this risk entirely because the cutoff times for index options may be earlier than those fixed for other types of options and may occur before definitive closing index values are announced.

Special Considerations and Risks Related to Options and Futures Transactions. Exchange markets in options on certain securities are a relatively new and untested concept. It is impossible to predict the amount of trading interest that may exist in such options, and there can be no assurance that viable exchange markets will develop or continue.

The exchanges will not continue indefinitely to introduce new expirations to replace expiring options on particular issues because trading interest in many issues of longer duration tends to center on the most recently auctioned issues. The expirations introduced at the commencement of options trading on a particular issue will be allowed to run out, with the possible addition of a limited number of new expirations as the original expirations expire. Options trading on each issue of securities with longer durations will thus be phased out as new options are listed on more recent issues, and a full range of expirations will not ordinarily be available for every issue on which options are traded.

In the event of a shortage of the underlying securities deliverable on exercise of an option, the OCC has the authority to permit other, generally comparable, securities to be delivered in fulfillment of option exercise obligations. It may also adjust the exercise prices of the affected options by setting different prices at which otherwise ineligible securities may be delivered. As an alternative to permitting such substitute deliveries, the OCC may impose special exercise settlement procedures.

The hours of trading for options on securities may not conform to the hours during which the underlying securities are traded. To the extent the markets for underlying securities close before the options markets, significant price and rate movements can take place in the options markets that cannot be reflected in the underlying markets. In addition, to the extent that the options markets close before the markets for the underlying securities, price and rate movements can take place in the underlying markets that cannot be reflected in the options markets.

Prior to exercise or expiration, an option position can be terminated only by entering into a closing purchase or sale transaction. This requires a secondary market on an exchange for call or put options of the same series. Similarly, positions in futures may be closed out only on an exchange which provides a secondary market for such futures. There can be no assurance that a liquid secondary market will exist for any particular call or put option or futures contract at any specific time. Thus, it may not be possible to close an option or futures position. In the event of adverse price movements, the Fund would continue to be required to make daily payments of maintenance margin for futures contracts or options on futures contracts positions written by the Fund. The Fund may have to sell portfolio securities at a time when it may be disadvantageous to do so if it has insufficient cash to meet the daily maintenance margin requirements. In addition, the Fund may be required to take or make delivery of the instruments underlying futures contracts it holds. The inability to close options and futures positions also could have an adverse impact on the Fund’s ability to effectively hedge its portfolios.

Each of the exchanges has established limitations governing the maximum number of call or put options on the same underlying security (whether or not covered) that may be written by a single investor, whether acting alone or in concert with others (regardless of whether such options are written on the same or different exchanges or are held or written on one or more accounts or through one or more brokers). An exchange may order the liquidation of positions found to be in violation of applicable trading limits and it may impose other sanctions or restrictions. The Trust and other clients advised by the subadviser and its affiliates may be deemed to constitute a group for these purposes. In light of these limits, the Trustees may determine, at any time, to restrict or terminate the Funds’ transactions in options. The adviser will only engage in these investment techniques for a Fund when the adviser believes that these trading and position limits will not have any adverse effect on investment techniques for hedging the Trust’s portfolios.

Over-the-counter (“OTC”) options are purchased from or sold to securities dealers, financial institutions or other parties (“counterparties”) through direct agreement with the counterparty. In contrast to exchange-listed options, which generally have standardized terms and performance mechanics, all the terms of an OTC option, including such terms as method of settlement, term, exercise price, premium, guarantees and security, are set by negotiation of the parties.

 

18


Table of Contents

Unless the parties provide for it, there is no central clearing or guaranty function in the OTC option market. As a result, if the counterparty fails to make delivery of the security or other instrument underlying an OTC option it has entered into with the Fund or fails to make a cash settlement payment due in accordance with the terms of that option, the Fund will lose any premium it paid for the option as well as any anticipated benefit of the transaction. Accordingly, the subadviser must assess the creditworthiness of each such counterparty or any guarantor or credit enhancement of the counterparty’s credit to determine the likelihood that the terms of the OTC option will be satisfied. The staff of the SEC currently takes the position that OTC options purchased by the Fund, and portfolio securities “covering” the amount of the Fund’s obligation pursuant to an OTC option sold by it (the cost of the sell-back plus the in-the-money amount, if any) are illiquid, and are subject to each Fund’s limitation on investing no more than 15% of its assets in illiquid securities. However, for options written with “primary dealers” in U.S. Government securities pursuant to an agreement requiring a closing transaction at the formula price, the amount considered to be illiquid may be calculated by reference to a formula price.

The loss from investing in futures transactions is potentially unlimited. Gains and losses on investments in options and futures depend on the subadviser’s ability to predict correctly the direction of stock prices, interest rates and other economic factors. In addition, utilization of futures in hedging transactions may fail where there is an imperfect correlation in movements in the price of futures contracts and movements in the price of the securities which are the subject of a hedge. If the price of the futures contract moves more or less than the price of the security, the Fund will experience a gain or loss that will not be completely offset by movements in the price of the securities which are the subject of a hedge. There is also a risk of imperfect correlation where the securities underlying futures contracts have different maturities than the portfolio securities being hedged. Transactions in options on futures contracts involve similar risks.

Swap Agreements.   The Fund may enter into interest rate, index and currency exchange rate swap agreements in attempts to obtain a particular desired return at a lower cost to the Fund than if the Fund had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard “swap” transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or “swapped” between the parties are calculated with respect to a “notional amount,” i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a “basket” of securities representing a particular index. The “notional amount” of the swap agreement is only a fictive basis on which to calculate the obligations the parties to a swap agreement have agreed to exchange. The Fund’s obligations (or rights) under a swap agreement will generally be equal only to the amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the “net amount”). The Fund’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty will be covered by specifically designating on the accounting records of the Fund liquid assets to avoid leveraging of the Fund’s portfolio.

Because swap agreements are two-party contracts and may have terms of greater than seven days, they may be considered to be illiquid. Moreover, the Fund bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. The adviser will cause the Fund to enter into swap agreements only with counterparties that would be eligible for consideration as repurchase agreement counterparties under the Funds’ repurchase agreement guidelines. Certain restrictions imposed on the Funds by the Code may limit the Funds’ ability to use swap agreements. The swaps market is a relatively new market and is largely unregulated. It is possible that developments in the swaps market, including potential government regulation, could adversely affect the Fund’s ability to terminate existing swap agreements or to realize amounts to be received under such agreements.

Certain swap agreements are exempt from most provisions of the CEA and, therefore, are not regulated as futures or commodity option transactions under the CEA, pursuant to regulations of the CFTC. To qualify for this exemption, a swap agreement must be entered into by “eligible participants,” which include the following, provided the participants’ total assets exceed established levels: a bank or trust company, savings association or credit union, insurance company, investment company subject to regulation under the 1940 Act, commodity pool, corporation, partnership, proprietorship, organization, trust or other entity, employee benefit plan, governmental entity, broker-dealer, futures commission merchant, natural person, or regulated foreign person. To be eligible, natural persons and most other entities must have total assets exceeding $10 million; commodity pools and employees benefit plans must have assets exceeding $5 million. In addition, an eligible swap transaction must meet three conditions. First, the swap agreement may not be part of a fungible class of agreements that are standardized as to their material economic terms. Second, the creditworthiness of parties with actual or potential obligations under the swap agreement must be a material consideration in entering into or determining the terms of the swap agreement, including pricing, cost or credit enhancement terms. Third, swap agreements may not be entered into and traded on or through a multilateral transaction execution facility.

Recently, the SEC and the CFTC have developed and finalized rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act to create a new, comprehensive regulatory framework for swap transactions, and as of the date of

 

19


Table of Contents

this SAI they are continuing to develop and finalize additional rules. Under the new regulations, certain swap transactions will be required to be executed on a regulated trading platform and cleared through a derivatives clearing organization. Additionally, the new regulations will impose other requirements on the parties entering into swap transactions, including requirements relating to posting margin, and reporting and documenting swap transactions. A Fund engaging in swap transactions may incur additional expenses as a result of these new regulatory requirements. The adviser is continuing to monitor the finalization and implementation of the new regulations and to assess their impact on the Funds.

Credit Default Swap Agreements. The “buyer” in a credit default contract is obligated to pay the “seller” a periodic stream of payments over the term of the contract provided no event of default has occurred. In the event of default, the seller must pay the buyer the “par value” (full notional value) of the reference obligation in exchange for the reference obligation (typically emerging market debt). The Fund may be either the buyer or seller in the transaction. If the Fund is a buyer and no event of default occurs, the Fund loses its investment and recovers nothing. However, if an event of default occurs, the buyer receives full notional value for a reference obligation that may have little or no value. As a seller, the Fund receives a fixed rate of income throughout the term of the contract, which typically is between six months and three years, provided there is no default event. If an event of default occurs, the Fund as the seller must pay the buyer the full notional value of the reference obligation.

Emerging Market Securities

The Fund may invest in countries or regions with relatively low gross national product per capita compared to the world’s major economies, and in countries or regions with the potential for rapid economic growth (emerging markets). Emerging markets will include any country: (i) having an “emerging stock market” as defined by the International Finance Corporation; (ii) with low-to-middle-income economies according to the International Bank for Reconstruction and Development (the “World Bank”); (iii) listed in World Bank publications as developing; or (iv) determined by the adviser to be an emerging market as defined above.

Certain emerging market countries are either comparatively underdeveloped or are in the process of becoming developed and may consequently be economically dependent on a relatively few or closely interdependent industries. A high proportion of the securities of many emerging market issuers may also be held by a limited number of large investors trading significant blocks of securities. While the adviser will strive to be sensitive to publicized reversals of economic conditions, political unrest and adverse changes in trading status, unanticipated political and social developments may affect the values of the Fund’s investments in such countries and the availability of additional investments in such countries.

The risks of investing in foreign securities may be intensified in the case of investments in emerging markets. Securities of many issuers in emerging markets may be less liquid and more volatile than securities of comparable domestic issuers. Emerging markets also have different clearance and settlement procedures, and in certain markets there have been times when settlements have been unable to keep pace with the volume of securities transactions, making it difficult to conduct such transactions. Delays in settlement could result in temporary periods when a portion of the assets of the Funds are uninvested and no return is earned thereon. The inability of the Funds to make intended security purchases due to settlement problems could cause the Funds to miss attractive investment opportunities. Inability to dispose of portfolio securities due to settlement problems could result either in losses to the Funds due to subsequent declines in value of portfolio securities or, if the Funds have entered into a contract to sell the security, in possible liability to the purchaser. Securities prices in emerging markets can be significantly more volatile than in the more developed nations of the world, reflecting the greater uncertainties of investing in less established markets and economies. In particular, countries with emerging markets may have relatively unstable governments, present the risk of nationalization of businesses, restrictions on foreign ownership, or prohibitions of repatriation of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging markets may be predominantly based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of substantial holdings difficult or impossible at times. Securities of issuers located in countries with emerging markets may have limited marketability and may be subject to more abrupt or erratic price movements.

Certain emerging markets may require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors. In addition, if a deterioration occurs in an emerging market’s balance of payments or for other reasons, a country could impose temporary restrictions on foreign capital remittances. The Funds could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Funds of any restrictions on investments.

Investments in certain foreign emerging market debt obligations may be restricted or controlled to varying degrees. These restrictions or controls may at times preclude investment in certain foreign emerging market debt obligations and increase the expenses of the Funds.

 

20


Table of Contents

Foreign Securities

The Fund may invest in the securities of foreign issuers. The Fund may invest in a broad range of foreign securities including equity, debt and convertible securities and foreign government securities. The Fund may purchase the securities of issuers from various countries, including countries commonly referred to as “emerging markets.” The Fund may also invest in domestic securities denominated in foreign currencies.

Investing in the securities of foreign companies involves special risks and considerations not typically associated with investing in U.S. companies. These include differences in accounting, auditing and financial reporting standards, generally higher commission rates on foreign portfolio transactions, the possibility of expropriation or confiscatory taxation, adverse changes in investment or exchange control regulations, political instability which could affect U.S. investments in foreign countries, and potential restrictions on the flow of international capital. Additionally, dividends payable on foreign securities may be subject to foreign taxes withheld prior to distribution. Foreign securities often trade with less frequency and volume than domestic securities and therefore may exhibit greater price volatility. Changes in foreign exchange rates will affect the value of those securities which are denominated or quoted in currencies other than the U.S. dollar. Many of the foreign securities held by the Fund will not be registered with, nor the issuers thereof be subject to the reporting requirements of, the SEC. Accordingly, there may be less publicly available information about the securities and about the foreign company or government issuing them than is available about a domestic company or government entity. Moreover, individual foreign economies may differ favorably or unfavorably from the United States economy in such respects as growth of Gross National Product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment positions.

Certain foreign countries are less stable politically than the United States. The possibility exists that certain foreign governments may adopt policies providing for expropriation or nationalization of assets, confiscatory taxation, currency blockage or limitations on the use or removal of monies or other assets of an investment company. Finally, the Funds may encounter difficulty in obtaining and enforcing judgments against issuers of foreign securities. The economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade.

When investing in securities denominated in foreign currencies, the Funds will be subject to the additional risk of currency fluctuations. An adverse change in the value of a particular foreign currency as against the U.S. dollar, to the extent that such change is not offset by a gain in other foreign currencies, will result in a decrease in the Fund’s assets. Any such change may also have the effect of decreasing or limiting the income available for distribution. Foreign currencies may be affected by revaluation, adverse political and economic developments, and governmental restrictions. Although the Funds will invest only in securities denominated in foreign currencies that are fully convertible into U.S. dollars without legal restriction at the time of investment, no assurance can be given that currency exchange controls will not be imposed on any particular currency at a later date.

Securities of U.S. issuers denominated in foreign currencies may be less liquid and their prices more volatile than securities issued by domestic issuers and denominated in U.S. dollars. In addition, investing in securities denominated in foreign currencies often entails costs not associated with investment in U.S. dollar-denominated securities of U.S. issuers, such as the cost of converting foreign currency to U.S. dollars, higher brokerage commissions, custodial expenses and other fees. Non-U.S. dollar denominated securities may be subject to certain withholding and other taxes of the relevant jurisdiction, which may reduce the yield on the securities to the Fund and which may not be recoverable by the Fund or its investors.

The Fund will calculate its NAV and complete orders to purchase, exchange or redeem shares only on a Monday-Friday basis (excluding holidays on which the NYSE is closed). Foreign securities in which the Funds may invest may be primarily listed on foreign stock exchanges which may trade on other days (such as Saturdays). As a result, the NAV of each Fund’s portfolio may be affected by such trading on days when a shareholder has no access to the Fund.

The Trust may use a foreign custodian in connection with its purchases of foreign securities and may maintain cash and cash equivalents in the care of a foreign custodian. The amount of cash or cash equivalents maintained in the care of eligible foreign custodians will be limited to an amount reasonably necessary to effect the Trust’s foreign securities transactions. The use of a foreign custodian invokes considerations which are not ordinarily associated with domestic custodians. These considerations include the possibility of expropriations, restricted access to books and records of the foreign custodian, inability to recover assets that are lost while under the control of the foreign custodian, and the impact of political, social or diplomatic developments.

The Fund may invest in Yankee Bonds. Yankee Bonds are issued in the United States by foreign governments or companies. Since they are dollar-denominated, they are not affected by variations in currency exchange rates. Yankee Bonds are influenced primarily by interest rate levels in the United States, and by the financial condition of the issuer. Because the issuers are foreign, the issuers may be subject to levels of risk that differ from the domestic bond market.

 

21


Table of Contents

The Fund may invest in dollar-denominated instruments issued by foreign branches of U.S. banks and U.S. branches of foreign banks. Since these instruments are dollar-denominated, they are not affected by variations in currency exchange rates. They are influenced primarily by interest rate levels in the United States and by the financial condition of the issuer, or of the issuer’s foreign parent. These instruments may be subject to levels of risk that differ from their fully domestic counterparts.

Additional Risk Factors. As a result of its investments in foreign securities, the Funds may receive interest or dividend payments, or the proceeds of the sale or redemption of such securities, in the foreign currencies in which such securities are denominated. In that event, the Fund may convert such currencies into dollars at the then current exchange rate. Under certain circumstances, however, such as where the adviser believes that the applicable rate is unfavorable at the time the currencies are received or the adviser anticipates, for any other reason, that the exchange rate will improve, the Fund may hold such currencies for an indefinite period of time.

In addition, the Fund may be required to receive delivery of the foreign currency underlying forward foreign currency contracts it has entered into. This could occur, for example, if an option written by the Fund is exercised or the Fund is unable to close out a forward contract. The Fund may hold foreign currency in anticipation of purchasing foreign securities.

The Fund may also elect to take delivery of the currencies’ underlying options or forward contracts if, in the judgment of the adviser, it is in the best interest of the Fund to do so. In such instances as well, the Fund may convert the foreign currencies to dollars at the then current exchange rate, or may hold such currencies for an indefinite period of time.

While the holding of currencies will permit the Fund to take advantage of favorable movements in the applicable exchange rate, it also exposes the Fund to risk of loss if such rates move in a direction adverse to the Fund’s position. Such losses could reduce any profits or increase any losses sustained by the Fund from the sale or redemption of securities, and could reduce the dollar value of interest or dividend payments received. In addition, the holding of currencies could adversely affect the Fund’s profit or loss on currency options or forward contracts, as well as its hedging strategies.

Eurodollar Instruments

The Fund may make investments in Eurodollar instruments. Eurodollar instruments are U.S. dollar-denominated futures contracts or options thereon which are linked to the London Interbank Offering Rate (“LIBOR”), although foreign currency-denominated instruments are available from time to time. Eurodollar futures contracts enable purchasers to obtain a fixed rate for the lending of funds and sellers to obtain a fixed rate for borrowings. The Fund might use Eurodollar futures contracts and options thereon to hedge against changes in LIBOR, to which many interest rate swaps and fixed income instruments are linked.

High-Yield/High-Risk Securities (Junk Bonds)

Investments in below-investment grade securities (see Appendix to this SAI for an explanation of the various ratings) generally provide greater income (leading to the name “high-yield” securities) and opportunity for capital appreciation than investments in higher quality securities, but they also typically entail greater price volatility, liquidity, and principal and income risk. These securities are regarded as predominantly speculative as to the issuer’s continuing ability to meet principal and interest payment obligations. Analysis of the creditworthiness of issuers of lower-quality debt securities may be more complex than for issuers of higher-quality debt securities.

Effect of Interest Rates and Economic Changes. Interest-bearing securities typically experience appreciation when interest rates decline and depreciation when interest rates rise. The market values of low-rated securities tend to reflect individual corporate developments to a greater extent than do higher-rated securities, which react primarily to fluctuations in the general level of interest rates. Low-rated securities also tend to be more sensitive to economic conditions than higher-rated securities. As a result, they generally involve more credit risks than securities in the higher-rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of low-rated securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The issuer’s ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by an issuer of low-rated securities is significantly greater than issuers of higher-rated securities because such securities are generally unsecured and are often subordinated to other creditors. Further, if the issuer of a low-rated security defaulted, the applicable Fund might incur additional expenses in seeking recovery. Periods of economic uncertainty and changes would also generally result in increased volatility in the market prices of low-rated securities and thus in the applicable Fund’s NAV.

As previously stated, the value of a low-rated security generally will decrease in a rising interest rate market, and accordingly, so normally will the applicable Fund’s NAV. If the Fund experiences unexpected net redemptions in such a market, it may be forced to liquidate a portion of its portfolio securities without regard to their investment merits. Due to the limited liquidity of low-rated securities (discussed below), the Fund may be forced to liquidate these securities at a substantial discount. Any such liquidation would reduce the Fund’s asset base over which expenses could be allocated and could result in a reduced rate of return for the Fund.

 

22


Table of Contents

Payment Expectations. Low-rated securities typically contain redemption, call or prepayment provisions which permit the issuer of such securities containing such provisions to, at their discretion, redeem the securities. During periods of falling interest rates, issuers of low-rated securities are likely to redeem or prepay the securities and refinance them with debt securities with a lower interest rate. To the extent an issuer is able to refinance the securities or otherwise redeem them, the applicable Fund may have to replace the securities with a lower yielding security which would result in lower returns for the Fund.

Liquidity and Valuation. The Fund may have difficulty disposing of certain low-rated securities because there may be a thin trading market for such securities. Because not all dealers maintain markets in all low-rated securities, there is no established retail secondary market for many of these securities. The Funds anticipate that such securities could be sold only to a limited number of dealers or institutional investors. To the extent a secondary trading market does exist, it is generally not as liquid as the secondary market for higher-rated securities. The lack of a liquid secondary market may have an adverse impact on the market price of the security, and accordingly, the NAV of a particular Fund and its ability to dispose of particular securities when necessary to meet its liquidity needs, or in response to a specific economic event, or an event such as a deterioration in the creditworthiness of the issuer. The lack of a liquid secondary market for certain securities may also make it more difficult for the Fund to obtain accurate market quotations for purposes of valuing its respective portfolio. Market quotations are generally available on many low-rated issues only from a limited number of dealers and may not necessarily represent firm bids of such dealers or prices for actual sales. During periods of thin trading, the spread between bid and asked prices is likely to increase significantly. In addition, adverse publicity and investor perceptions, whether or not based on fundamental analysis, may decrease the values and liquidity of low-rated securities, especially in a thinly-traded market.

Illiquid and Restricted Securities

The Fund may invest in securities for which there is no readily available market (“illiquid securities”), including certain securities whose disposition would be subject to legal restrictions (“restricted securities”). However, certain restricted securities that may be resold pursuant to Rule 144A under the 1933 Act may be considered liquid. The Trust’s Board has delegated to the adviser the day-to-day determination of the liquidity of a security although it has retained oversight and ultimate responsibility for such determinations. Although no definite quality criteria are used, the Board of Trustees has directed the adviser to consider such factors as (i) the nature of the market for a security (including the institutional private resale markets); (ii) the terms of these securities or other instruments allowing for the disposition to a third party or the issuer thereof (e.g. certain repurchase obligations and demand instruments); (iii) and availability of market quotations; and (iv) other permissible factors.

If illiquid securities exceed 15% of the Fund’s net assets after the time of purchase, the Fund will take steps to reduce in an orderly fashion its holdings of illiquid securities. Because illiquid securities may not be readily marketable, the adviser may not be able to dispose of them in a timely manner. As a result, the Fund may be forced to hold illiquid securities while their price depreciates. Depreciation in the price of illiquid securities may cause the NAV of the Fund to decline. A security that is determined by the adviser to be liquid may subsequently revert to being illiquid if not enough buyer interest exists.

Restricted securities may be sold in privately negotiated or other exempt transactions or in a public offering with respect to which a registration statement is in effect under the 1933 Act. When registration is required, the Fund may be obligated to pay all or part of the registration expenses and a considerable time may elapse between the decision to sell and the sale date. If, during such period, adverse market conditions were to develop, the Fund might obtain a less favorable price than the price which prevailed when it decided to sell. Restricted securities will be priced at fair value as determined in good faith by the Trustees or its delegate. (See “Private Placements and Rule 144A Securities” below in this SAI.)

Loan and Debt Participations and Assignments

A loan participation agreement involves the purchase of a share of a loan made by a bank to a company in return for a corresponding share of the borrower’s principal and interest payments. Loan participations of the type in which the Fund may invest include interests in both secured and unsecured corporate loans. When the Fund purchases loan assignments from lenders, it will acquire direct rights against the borrower, but these rights and the Fund’s obligations may differ from, and be more limited than, those held by the assignment lender. The principal credit risk associated with acquiring loan participation and assignment interests is the credit risk associated with the underlying corporate borrower. There is also a risk that there may not be a readily available market for participation loan interests and, in some cases, this could result in the Fund disposing of such securities at a substantial discount from face value or holding such securities until maturity.

In the event that a corporate borrower failed to pay its scheduled interest or principal payments on participations held by the Fund, the market value of the affected participation would decline, resulting in a loss of value of such investment to the Fund. Accordingly, such participations are speculative and may result in the income level and net assets of the Fund being reduced. Moreover, loan participation agreements generally limit the right of a participant to resell its interest in the loan to a third party and, as a result, loan participations may be deemed by the Fund to be illiquid investments. The Fund will invest

 

23


Table of Contents

only in participations with respect to borrowers whose creditworthiness is, or is determined by the adviser to be, substantially equivalent to that of issuers whose senior unsubordinated debt securities are rated B or higher by Moody’s or Standard & Poor’s (“S&P”). For the purposes of diversification and/or concentration calculations, both the borrower and issuer will be considered an “issuer.”

The Fund may purchase from banks participation interests in all or part of specific holdings of debt obligations. Each participation interest is backed by an irrevocable letter of credit or guarantee of the selling bank that the adviser has determined meets the prescribed quality standards of the Fund. Thus, even if the credit of the issuer of the debt obligation does not meet the quality standards of the Fund, the credit of the selling bank will. Loan participations and assignments may be illiquid.

Market Volatility

The value of the securities in which the Fund invests may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be temporary or may last for extended periods.

Recent instability in the financial markets has led the U.S. Government to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that have experienced extreme volatility, and in some cases a lack of liquidity. Federal, state, and other governments, their regulatory agencies, or self regulatory organizations may take actions that affect the regulation of the instruments in which the Fund invests, or the issuers of such instruments, in ways that are unforeseeable. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objective.

Governments or their agencies may also acquire distressed assets from financial institutions and acquire ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear, and such a program may have positive or negative effects on the liquidity, valuation and performance of the Fund’s portfolio holdings. Furthermore, volatile financial markets may expose the Fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments held by the Fund. The Fund has established procedures to assess the liquidity of portfolio holdings and to value instruments for which market prices may not be readily available. The adviser will monitor developments and seek to manage the Fund in a manner consistent with achieving the Fund’s investment objective, but there can be no assurance that it will be successful in doing so.

Money Market Instruments

Certificates of Deposit. Certificates of deposit are generally short-term, interest-bearing negotiable certificates issued by banks or savings and loan associations against funds deposited in the issuing institution.

Time Deposits. Time deposits are deposits in a bank or other financial institution for a specified period of time at a fixed interest rate for which a negotiable certificate is not received.

Bankers’ Acceptances. A bankers’ acceptance is a time draft drawn on a commercial bank by a borrower usually in connection with an international commercial transaction (to finance the import, export, transfer or storage of goods). The borrower, as well as the bank, is liable for payment, and the bank unconditionally guarantees to pay the draft at its face amount on the maturity date. Most acceptances have maturities of six months or less and are traded in secondary markets prior to maturity.

Commercial Paper. Commercial paper refers to short-term, unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is usually sold on a discount basis and has a maturity at the time of issuance not exceeding nine months.

Corporate Debt Securities. Corporate debt securities with a remaining maturity of less than one year tend to become extremely liquid and are traded as money market securities.

U.S. Government Obligations. Securities issued or guaranteed as to principal and interest by the United States Government include a variety of Treasury securities, which differ only in their interest rates, maturities, and times of issuance. Treasury bills have maturities of one year or less. Treasury notes have maturities of one to ten years, and Treasury bonds generally have maturities of greater than ten years.

Agencies of the United States Government which issue or guarantee obligations include, among others, Export-Import Banks of the United States, Farmers Home Administration, Federal Housing Administration (“FHA”), GNMA, Maritime Administration, Small Business Administration and The Tennessee Valley Authority. Obligations of instrumentalities of the United States Government include securities issued or guaranteed by, among others, the Federal National Mortgage Association (“FNMA”), Federal Home Loan Banks, Federal Home Loan Mortgage Corporation (“FHLMC”), Federal Intermediate Credit Banks, Banks for Cooperatives, and the U.S. Postal Service. Some of these securities are supported by the full faith and credit of the U.S. Government; others are supported by the right of the issuer to borrow from the Treasury,

 

24


Table of Contents

while still others are supported only by the credit of the instrumentality. There is no guarantee that the U.S. Government will provide financial support to its agencies or instrumentalities, now or in the future, if it is not obligated to do so by law.

Mortgage-Related and Other Asset-Backed Securities

Mortgage Pass-through Securities. These are interests in pools of mortgage loans, assembled and issued by various governmental, government-related, and private organizations. Unlike other forms of debt securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates, these securities provide a monthly payment consisting of both interest and principal payments. In effect, these payments are a “pass-through” of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs. “Modified pass-through” securities (such as securities issued by GNMA) entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment.

The principal governmental guarantor of mortgage-related securities is GNMA. GNMA is a wholly-owned United States Government corporation within the Department of Housing and Urban Development. GNMA is authorized to guarantee, with the full faith and credit of the United States Government, the timely payment of principal and interest on securities issued by institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of FHA insured or Veterans Administration guaranteed mortgages.

Government-related guarantors whose obligations are not backed by the full faith and credit of the United States Government include FNMA and FHLMC. FNMA is a government-sponsored corporation owned entirely by private stockholders. It is subject to general regulation by the Secretary of Housing and Urban Development. FNMA purchases conventional (i.e., not insured or guaranteed by any government agency) residential mortgages from a list of approved seller/servicers which include state and federally chartered savings and loan associations, mutual savings banks, commercial banks and credit unions and mortgage bankers. FHLMC is a government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders. FHLMC issues Participation Certificates (“PCs”) that represent interests in conventional mortgages from FHLMC’s national portfolio. FNMA and FHLMC guarantee the timely payment of interest and ultimate collection of principal on securities they issue, but the securities they issue are neither issued nor guaranteed by the United States Government.

Commercial banks, savings and loan institutions, private mortgage insurance companies, mortgage bankers and other secondary market issuers also create pass-through pools of conventional residential mortgage loans. Such issuers may, in addition, be the originators and/or servicers of the underlying mortgage loans as well as the guarantors of the mortgage-related securities. Pools created by such non-governmental issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments for such securities. However, timely payment of interest and principal of these pools may be supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance and letters of credit. The insurance and guarantees are issued by governmental entities, private insurers and the mortgage poolers. Such insurance and guarantees and the creditworthiness of the issuers thereof will be considered in determining whether a mortgage-related security meets the Fund’s investment quality standards. There can be no assurance that the private insurers or guarantors can meet their obligations under the insurance policies or guarantee arrangements. Funds may buy mortgage-related securities without insurance or guarantees if, through an examination of the loan experience and practices of the originator/servicers and poolers, the adviser determines that the securities meet the Funds’ quality standards. Securities issued by certain private organizations may not be readily marketable.

Mortgage-backed securities that are issued or guaranteed by the U.S. Government, its agencies or instrumentalities, are not subject to the Funds’ industry concentration restrictions, set forth above under “Investment Restrictions,” by virtue of the exclusion from the test available to all U.S. Government securities. The Funds will take the position that privately-issued, mortgage-related securities do not represent interests in any particular “industry” or group of industries. The assets underlying such securities may be represented by a portfolio of first lien residential mortgages (including both whole mortgage loans and mortgage participation interests) or portfolios of mortgage pass-through securities issued or guaranteed by GNMA, FNMA or FHLMC. Mortgage loans underlying a mortgage-related security may in turn be insured or guaranteed by FHA or the Department of Veterans Affairs. In the case of private issue mortgage-related securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, the security may be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of residential homeowners to make payments of principal and interest on the underlying mortgages.

It is possible that the availability and the marketability (that is, liquidity) of the securities discussed in this section could be adversely affected by actions of the U.S. Government to tighten the availability of its credit. On September 7, 2008, the

 

25


Table of Contents

Federal Housing Finance Agency (“FHFA”), an agency of the U.S. Government, placed FNMA and FHLMC into conservatorship, a statutory process with the objective of returning the entities to normal business operations. FHFA will act as the conservator to operate FNMA and FHLMC until they are stabilized. The conservatorship has no specified termination date. There can be no assurance as to when or how the conservatorship will be terminated or whether FNMA or FHLMC will continue to exist following the conservatorship or what their respective business structures will be during or following the conservatorship. FHFA, as conservator, has the power to repudiate any contract entered into by FNMA or FHLMC prior to its appointment if it determines that performance of the contract is burdensome and repudiation of the contract promotes the orderly administration of FNMA’s or FHLMC’s affairs. Furthermore, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. If FHFA were to transfer any such guarantee obligation to another party, holders of FNMA or FHLMC mortgage-backed securities would have to rely on that party for satisfaction of the guarantee obligation and would be exposed to the credit risk of that party.

Collateralized Mortgage Obligations (“CMOs”). A CMO is similar to a bond in that interest and prepaid principal is paid, in most cases, semiannually. CMOs may be collateralized by whole mortgage loans or by portfolios of mortgage pass-through securities guaranteed by entities such as GNMA, FHLMC, or FNMA, and their income streams.

CMOs are typically structured in multiple classes, each bearing a different stated maturity. Actual maturity and average life will depend upon the prepayment experience of the collateral. CMOs provide for a modified form of call protection through a de facto breakdown of the underlying pool of mortgages according to how quickly the loans are repaid. Monthly payment of principal received from the pool of underlying mortgages, including prepayments, is first returned to investors holding the shortest maturity class. Investors holding the longer maturity classes typically receive principal only after the first class has been retired. An investor may be partially guarded against a sooner than desired return of principal because of the sequential payments.

FHLMC CMOs are debt obligations of FHLMC issued in multiple classes having different maturity dates and are secured by the pledge of a pool of conventional mortgage loans purchased by FHLMC. Unlike FHLMC PCs, payments of principal and interest on the CMOs are made semiannually rather than monthly. The amount of principal payable on each semiannual payment date is determined in accordance with FHLMC’s mandatory sinking fund schedule. Sinking fund payments in the CMOs are allocated to the retirement of the individual classes of bonds in the order of their stated maturities. Payments of principal on the mortgage loans in the collateral pool in excess of the amount of FHLMC’s minimum sinking fund obligation for any payment date are paid to the holders of the CMOs as additional sinking-fund payments. Because of the “pass-through” nature of all principal payments received on the collateral pool in excess of FHLMC’s minimum sinking fund requirement, the rate at which principal of the CMOs is actually repaid is likely to be such that each class of bonds will be retired in advance of its scheduled maturity date. If collection of principal (including prepayments) on the mortgage loans during any semiannual payment period is not sufficient to meet FHLMC’s minimum sinking fund obligation on the next sinking fund payment date, FHLMC agrees to make up the deficiency from its general funds.

CMO Residuals. CMO residuals are derivative mortgage securities issued by agencies or instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans. As described above, the cash flow generated by the mortgage assets underlying a series of CMOs is applied first to make required payments of principal and interest on the CMOs and second to pay the related administrative expenses of the issuer. The “residual” in a CMO structure generally represents the interest in any excess cash flow remaining after making the foregoing payments. Each payment of such excess cash flow to a holder of the related CMO residual represents income and/or a return of capital. The amount of residual cash flow resulting from a CMO will depend on, among other things, the characteristics of the mortgage assets, the coupon rate of each class of CMO, prevailing interest rates, the amount of administrative expenses and, in particular, the prepayment experience on the mortgage assets. In addition, if a series of a CMO includes a class that bears interest at an adjustable rate, the yield to maturity on the related CMO residual will also be extremely sensitive to changes in the level of the index upon which interest rate adjustments are based. As described below with respect to stripped mortgage-backed securities, in certain circumstances the Fund may fail to recoup fully its initial investment in a CMO residual.

CMO residuals are generally purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers. The CMO residual market currently may not have the liquidity of other more established securities trading in other markets. CMO residuals may be subject to certain restrictions on transferability, may be deemed “illiquid,” and may be subject to the Fund’s limitations on investment in illiquid securities.

Stripped Mortgage-backed Securities. Stripped mortgage-backed securities (“SMBS”) are derivative multi-class mortgage securities. They may be issued by agencies or instrumentalities of the U.S. Government, or by private originators of, or investors in, mortgage loans. SMBS are usually structured with two classes that receive different proportions of the interest and principal distributions on a pool of mortgage assets. A common type of SMBS will have one class receiving some of the interest and most of the principal from the mortgage assets, while the other class will receive most of the interest and the

 

26


Table of Contents

remainder of the principal. In the most extreme case, one class will receive all of the interest (the interest-only or “IO” class), while the other class will receive all of the principal (the principal-only or “PO” class). The yield to maturity on an IO class security is extremely sensitive to the rate of principal payments (including prepayments) on the related underlying mortgage assets, and a rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity from these securities. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may fail to recoup fully its initial investment in these securities even if the security is in one of the highest rating categories.

Although SMBS are purchased and sold by institutional investors through several investment banking firms acting as brokers or dealers, these securities were only recently developed. As a result, established trading markets have not yet developed and, accordingly, these securities may be deemed “illiquid” and subject to the Fund’s limitations on investment in illiquid securities.

The Fund may invest in other mortgage-related securities with features similar to those described above, to the extent consistent with the Fund’s investment objectives and policies.

Adjustable Rate Mortgages—Interest Rate Indices. The One Year Treasury Index is the figure derived from the average weekly quoted yield on U.S. Treasury Securities adjusted to a constant maturity of one year. The Cost of Funds Index reflects the monthly weighted average cost of funds of savings and loan associations and savings banks whose home offices are located in Arizona, California and Nevada (the “FHLB Eleventh District”) that are member institutions of the Federal Home Loan Bank of San Francisco (the “FHLB of San Francisco”), as computed from statistics tabulated and published by the FHLB of San Francisco. The FHLB of San Francisco normally announces the Cost of Funds Index on the last working day of the month following the month in which the cost of funds was incurred.

A number of factors affect the performance of the Cost of Funds Index and may cause the Cost of Funds Index to move in a manner different from indices based upon specific interest rates, such as the One Year Treasury Index. Because of the various origination dates and maturities of the liabilities of member institutions of the FHLB Eleventh District upon which the Cost of Funds Index is based, among other things, at any time the Cost of Funds Index may not reflect the average prevailing market interest rates on new liabilities of similar maturities. There can be no assurance that the Cost of Funds Index will necessarily move in the same direction or at the same rate as prevailing interest rates since as longer term deposits or borrowings mature and are renewed at market interest rates, the Cost of Funds Index will rise or fall depending upon the differential between the prior and the new rates on such deposits and borrowings. In addition, dislocations in the thrift industry in recent years have caused and may continue to cause the cost of funds of thrift institutions to change for reasons unrelated to changes in general interest rate levels. Furthermore, any movement in the Cost of Funds Index as compared to other indices based upon specific interest rates may be affected by changes instituted by the FHLB of San Francisco in the method used to calculate the Cost of Funds Index. To the extent that the Cost of Funds Index may reflect interest changes more slowly than other indices, mortgage loans which adjust in accordance with the Cost of Funds Index may produce a higher yield later than would be produced by such other indices, and in a period of declining interest rates, the Cost of Funds Index may remain higher than other market interest rates which may result in a higher level of principal prepayments on mortgage loans which adjust in accordance with the Cost of Funds Index than mortgage loans which adjust in accordance with other indices.

LIBOR, is the interest rate that the most creditworthy international banks dealing in U.S. dollar-denominated deposits and loans charge each other for large dollar-denominated loans. LIBOR is also usually the base rate for large dollar-denominated loans in the international market. LIBOR is generally quoted for loans having rate adjustments at one, three, six or twelve month intervals.

Other Asset-backed Securities. Through trusts and other special purpose entities, various types of securities based on financial assets other than mortgage loans are increasingly available, in both pass-through structures similar to mortgage pass-through securities described above and in other structures more like CMOs. As with mortgage-related securities, these asset-backed securities are often backed by a pool of financial assets representing the obligations of a number of different parties. They often include credit-enhancement features similar to mortgage-related securities.

Financial assets on which these securities are based include automobile receivables; credit card receivables; loans to finance boats, recreational vehicles, and mobile homes; computer, copier, railcar, and medical equipment leases; and trade, healthcare, and franchise receivables. In general, the obligations supporting these asset-backed securities are of shorter maturities than mortgage loans and are less likely to experience substantial prepayments. However, obligations such as credit card receivables are generally unsecured and the obligors are often entitled to protection under a number of state and federal consumer credit laws granting, among other things, rights to set off certain amounts owed on the credit cards, thus reducing the balance due. Other obligations that are secured, such as automobile receivables, may present issuers with difficulties in perfecting and executing on the security interests, particularly where the issuer allows the servicers of the receivables to retain possession of the underlying obligations, thus increasing the risk that recoveries on defaulted obligations may not be adequate to support payments on the securities.

 

27


Table of Contents

Additional assets may be “securitized” in the future, and the Fund will be permitted to invest in any such instruments or variations on them to the extent consistent with applicable laws and regulations as well as the Fund’s investment objectives and policies.

Interest Rate Considerations. The market value of debt securities that are interest rate sensitive is inversely related to changes in interest rates. That is, an interest rate decline produces an increase in a security’s market value and an interest rate increase produces a decrease in value. The longer the remaining maturity of a security, the greater the effect of interest rate changes. Changes in the ability of an issuer to make payments of interest and principal and in the market’s perception of its creditworthiness also affect the market value of that issuer’s debt securities.

Prepayments of principal of mortgage-related securities by mortgagors or mortgage foreclosures affect the average life of the mortgage-related securities in the Fund’s portfolio. Mortgage prepayments are affected by the level of interest rates and other factors, including general economic conditions and the underlying location and age of the mortgage. In periods of rising interest rates, the prepayment rate tends to decrease, lengthening the average life of a pool of mortgage-related securities.

In periods of falling interest rates, the prepayment rate tends to increase, shortening the average life of a pool. Because prepayments of principal generally occur when interest rates are declining, it is likely that the Fund, to the extent that it retains the same percentage of debt securities, may have to reinvest the proceeds of prepayments at lower interest rates than those of its previous investments. If this occurs, that Fund’s yield will correspondingly decline. Thus, mortgage-related securities may have less potential for capital appreciation in periods of falling interest rates than other fixed income securities of comparable duration, although they may have a comparable risk of decline in market value in periods of rising interest rates. To the extent that the Fund purchases mortgage-related securities at a premium, unscheduled prepayments, which are made at par, result in a loss equal to any unamortized premium.

Duration is one of the fundamental tools used by the adviser in managing interest rate risks including prepayment risks. Traditionally, a debt security’s “term to maturity” characterizes a security’s sensitivity to changes in interest rates. “Term to maturity,” however, measures only the time until a debt security provides its final payment, taking no account of prematurity payments. Most debt securities provide interest (“coupon”) payments in addition to a final (“par”) payment at maturity, and some securities have call provisions allowing the issuer to repay the instrument in full before maturity date, each of which affect the security’s response to interest rate changes. “Duration” is considered a more precise measure of interest rate risk than “term to maturity.” Determining duration may involve the adviser’s estimates of future economic parameters, which may vary from actual future values. Fixed income securities with effective durations of three years are more responsive to interest rate fluctuations than those with effective durations of one year. For example, if interest rates rise by 1%, the value of securities having an effective duration of three years will generally decrease by approximately 3%.

Mutual Fund Investing

The Fund is authorized to invest in the securities of other investment companies subject to the limitations contained in the 1940 Act. In certain countries, investments by the Fund may only be made through investments in other investment companies that, in turn, are authorized to invest in the securities that are issued in such countries. Investors should recognize that the Fund’s purchase of the securities of such other investment companies results in the layering of expenses such that investors indirectly bear a proportionate part of the expenses for such investment companies including operating costs and investment advisory and administrative fees.

Investment companies in which the Fund may invest may include index-based investments such as ETFs, which hold substantially all of their assets in securities representing their specific index. The main risk of investing in index-based investments is the same as investing in a portfolio of equity securities comprising the index. As a shareholder of another investment company, the Fund would bear its pro rata portion of the other investment company’s expenses, including advisory fees, in addition to the expenses the Fund bears directly in connection with its own operations. The market prices of index-based investments will fluctuate in accordance with both changes in the market value of their underlying portfolio securities and due to supply and demand for the instruments on the exchanges on which they are traded (which may result in their trading at a discount or premium to their NAVs). Index-based investments may not replicate exactly the performance of their specific index because of transaction costs and because of the temporary unavailability of certain component securities of the index.

The risks associated with investing in other investment companies generally reflect the risks of owning shares of the underlying securities in which those investment companies invest, although lack of liquidity in an investment company could result in its value being more volatile than the underlying portfolio of securities. For purposes of complying with investment policies requiring a Fund to invest a percentage of its assets in a certain type of investment (e.g., stocks of small capitalization companies), the Fund generally will look through an investment company in which it invests to categorize the investment company in accordance with the types of investments the investment company holds. However, its ability to do so may be limited when information regarding the investments owned by the investment company is not available to the Fund in a timely manner.

 

28


Table of Contents

Participation on Creditors’ Committees

The Fund may participate on committees formed by creditors to negotiate with the management of financially troubled issuers of securities held by the Fund. Such participation may subject the Fund to expenses such as legal fees and may make the Fund an “insider” of the issuer for purposes of the federal securities laws, and therefore may restrict the Fund’s ability to purchase or sell a particular security when it might otherwise desire to do so. Participation by the Fund on such committees also may expose the Fund to potential liabilities under the federal bankruptcy laws or other laws governing the rights of creditors and debtors. The Fund will participate on such committees only when the adviser believes that such participation is necessary or desirable to enforce the Fund’s rights as a creditor or to protect the value of securities held by the Fund.

Preferred Stocks

The Fund may invest in preferred stocks. Preferred stocks have a preference over common stocks in liquidation (and generally dividends as well) but are subordinated to the liabilities of the issuer in all respects. As a general rule, the market value of preferred stocks with a fixed dividend rate and no conversion element varies inversely with interest rates and perceived credit risks while the market price of convertible preferred stock generally also reflects some element of conversion value. Because preferred stock is junior to debt securities and other obligations of the issuer, deterioration in the credit quality of the issuer will cause greater changes in the value of a preferred stock than in a more senior debt security with similarly stated yield characteristics. Unlike interest payments on debt securities, preferred stock dividends are payable only if declared by the issuer’s board of directors. Preferred stock also may be subject to optional or mandatory redemption provisions.

Private Placements and Rule 144A Securities

The Fund may purchase securities which have been privately issued and are subject to legal restrictions on resale or which are issued to qualified institutional investors under special rules adopted by the SEC. Such securities may offer higher yields than comparable publicly traded securities, and they may also incur higher risks. Such securities ordinarily can be sold by the Fund in secondary market transactions to certain qualified investors pursuant to rules established by the SEC, in privately negotiated transactions to a limited number of purchasers or in a public offering made pursuant to an effective registration statement under the 1933 Act. Public sales of such securities by the Fund may involve significant delays and expense. Private sales often require negotiation with one or more purchasers and may produce less favorable prices than the sale of similar unrestricted securities. Public sales generally involve the time and expense of the preparation and processing of a registration statement under the 1933 Act (the possible decline in value of the securities during such period) and may involve the payment of underwriting commissions. In some instances, the Fund may have to bear certain costs of registration in order to sell such shares publicly. Except in the case of securities sold to qualifying institutional investors under special rules adopted by the SEC for which the Trustees of the Fund determine the secondary market is liquid, Rule 144A securities will be considered illiquid. Trustees of the Fund may determine the secondary market is liquid based upon the following factors which will be reviewed periodically as required pursuant to procedures adopted by the Fund; the number of dealers willing to purchase or sell the security; the frequency of trades; dealer undertakings to make a market in the security, and the nature of the security and its market. Investing in Rule 144A Securities could have the effect of increasing the level of the Fund’s illiquidity to the extent that qualified institutional buyers become, for a time, uninterested in purchasing these securities. (See “Illiquid and Restricted Securities” above.)

Ratings

If the rating of a security purchased by the Fund is subsequently reduced below the minimum rating required for purchase or a security purchased by the Fund ceases to be rated, neither event will require the sale of the security. However, the adviser will consider any such event in determining whether the Fund should continue to hold the security. To the extent that ratings established by Moody’s or S&P may change as a result of changes in such organizations or their rating systems, the Funds will invest in securities which are deemed by the Fund’s adviser to be of comparable quality to securities whose current ratings render them eligible for purchase by the Fund.

Credit ratings issued by credit rating agencies evaluate the safety of principal and interest payments of rated securities. They do not, however, evaluate the market value risk of low-rated securities and therefore may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the condition of the issuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality.

Real Estate Investment Trusts (REITs)

REITs pool investors’ funds for investment primarily in income-producing commercial real estate or real estate related loans. A REIT is not taxed on income distributed to shareholders if it complies with several requirements relating to its organization, ownership, assets, and income and a requirement that it distribute to its shareholders at least 90% of its taxable income (other than net capital gains) for each taxable year.

 

29


Table of Contents

REITs can generally be classified as follows:

 

 

Equity REITs, which invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value.

 

 

Mortgage REITs, which invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments.

 

 

Hybrid REITs, which combine the characteristics of both equity REITs and mortgage REITs.

Risks of Investment in Real Estate Securities. Selecting REITs requires an evaluation of the merits of each type of asset a particular REIT owns, as well as regional and local economics. The Global Real Estate, International Real Estate and Real Estate Fund will not invest in real estate directly, but only in securities issued by real estate companies. However, each Fund may be subject to risks similar to those associated with the direct ownership of real estate because of its policy of concentrating in the securities of companies in the real estate industry. These include declines in the value of real estate, risks related to general and local economic conditions, dependence on management skill, cash flow dependence, possible lack of availability of long-term mortgage funds, over-building, extended vacancies of properties, decreased occupancy rates and increased competition, increases in property taxes and operating expenses, changes in neighborhood values and the appeal of the properties to tenants and changes in interest rates.

In addition to these risks, equity REITs may be affected by changes in the value of the underlying properties they own, while mortgage REITs may be affected by the quality of any credit extended. Further, equity and mortgage REITs are dependent upon management skills and generally are not diversified. Equity and mortgage REITs are also subject to potential defaults by borrowers, self-liquidation, and the possibility of failing to qualify as a REIT under the Code and failing to maintain exemption from the 1940 Act. In the event of a default by a borrower or lessee, the REIT may experience delays in enforcing its rights as a mortgagee or lessor and may incur substantial costs associated with protecting its investments. In addition, investment in REITs could cause the Fund to possibly fail to qualify as a RIC.

Repurchase Agreements

A Fund may enter into repurchase agreements with banks, broker-dealers or other financial institutions in order to generate additional current income. Under a repurchase agreement, the Fund acquires a security from a seller subject to resale to the seller at an agreed upon price and date. The resale price reflects an agreed upon interest rate effective for the time period the security is held by the Fund. The repurchase price may be higher than the purchase price, the difference being income to the Fund, or the purchase and repurchase price may be the same, with interest payable to the Fund at a stated rate together with the repurchase price on repurchase. In either case, the income to the Fund is unrelated to the interest rate on the security. Typically, repurchase agreements are in effect for one week or less, but may be in effect for longer periods of time. Repurchase agreements of more than one week’s duration are subject to each Fund’s limitation on investments in illiquid securities.

Repurchase agreements are considered by the SEC to be loans by the purchaser collateralized by the underlying securities. In an attempt to reduce the risk of incurring a loss on a repurchase agreement, the Fund will generally enter into repurchase agreements only with domestic banks with total assets in excess of one billion dollars, primary dealers in U.S. Government securities reporting to the Federal Reserve Bank of New York or broker-dealers approved by the Trustees of the Trust. The adviser will monitor the value of the underlying securities throughout the term of the agreement to attempt to ensure that their market value always equals or exceeds the agreed-upon repurchase price to be paid to the Fund. Each Fund will maintain a segregated account with its custodian, or a subcustodian for the securities and other collateral, if any, acquired under a repurchase agreement for the term of the agreement.

In addition to the risk of the seller’s default or a decline in value of the underlying security, the Fund also might incur disposition costs in connection with liquidating the underlying securities. If the seller becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, a court may determine that the underlying security is collateral for a loan by the Fund not within the control of that Fund and therefore subject to sale by the seller’s trustee in bankruptcy. Finally, it is possible that the Fund may not be able to perfect its interest in the underlying security and may be deemed an unsecured creditor of the seller. While the Trustees of the Trust acknowledge these risks, it is expected that they can be controlled through careful structuring of repurchase agreement transactions to meet requirements for treatment as a purchase and sale under the bankruptcy laws and through monitoring procedures designed to assure the creditworthiness of counterparties to such transactions.

Securities Lending

The Fund may lend portfolio securities to broker-dealers and other financial institutions, provided that such loans are callable at any time by the Fund utilizing this investment technique and are at all times secured by collateral held by the Fund at least equal to the market value, determined daily, of the loaned securities. The Fund utilizing this investment technique

 

30


Table of Contents

will continue to receive any income on the loaned securities, and at the same time will earn interest on cash collateral or a securities lending fee in the case of collateral in the form of U.S. Government securities. A loan may be terminated at any time by either the Fund or the borrower. Upon termination of a loan, the borrower will be required to return the securities to the Fund, and any gain or loss in the market price during the period of the loan would accrue to the Fund. If the borrower fails to maintain the requisite amount of collateral, the loan will automatically terminate, and the Fund may use the collateral to replace the loaned securities while holding the borrower liable for any excess of the replacement cost over the amount of the collateral.

When voting or consent rights which accompany loaned securities pass to the borrower, the Fund will follow the policy of calling the loan, in whole or in part as may be appropriate, in order to exercise such rights if the matters involved would have a material effect on the Fund’s investment in the securities which are the subject of the loan. The Fund may pay reasonable finders, administrative and custodial fees in connection with loans of its portfolio securities.

As with any extension of credit, there are risks of delay in recovery of the loaned securities and in some cases loss of rights in the collateral should the borrower of the securities fail financially. However, loans of portfolio securities will be made only to firms considered by the Trust to be creditworthy and when the adviser believes the consideration to be earned justifies the attendant risks.

Short Sales

The Fund may sell securities short as part of its overall portfolio management strategies involving the use of derivative instruments and to offset potential declines in long positions in similar securities. A short sale is a transaction in which the Fund sells a security it does not own or have the right to acquire (or that it owns but does not wish to deliver) in anticipation that the market price of that security will decline.

When the Fund makes a short sale, the broker-dealer through which the short sale is made must borrow the security sold short and deliver it to the party purchasing the security. The Fund is required to make a margin deposit in connection with such short sales; the Fund may have to pay a fee to borrow particular securities and will often be obligated to pay over any dividends and accrued interest on borrowed securities.

If the price of the security sold short increases between the time of the short sale and the time the Fund covers its short position, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss increased, by the transaction costs described above. The successful use of short selling may be adversely affected by imperfect correlation between movements in the price of the security sold short and the securities being hedged.

To the extent the Fund sells securities short, it will provide collateral to the broker-dealer and (except in the case of short sales “against the box”) will maintain additional asset coverage in the form of liquid assets with its custodian in a segregated account in an amount at least equal to the difference between the current market value of the securities sold short and any amounts required to be deposited as collateral with the selling broker (not including the proceeds of the short sale). A short sale is “against the box” to the extent the Fund contemporaneously owns, or has the right to obtain at no added cost, securities identical to those sold short.

When engaging in short sales, the Fund will transact with a prime broker. In the event that the prime broker becomes insolvent, the Fund may be unable to settle pending short sales, engage in additional short sales and/or access its assets that are held by the broker for a period of time.

Small Companies

Investors in Funds that invest in smaller companies should consider carefully the special risks involved. Such smaller companies may present greater opportunities for capital appreciation but may involve greater risk than larger, more mature issuers. Such smaller companies may have limited product lines, markets or financial resources, and their securities may trade less frequently and in more limited volume than those of larger, more mature companies. As a result, the prices of their securities may fluctuate more than those of larger issuers.

Taxable Bonds

The Fund may from time to time invest a portion of its assets on a temporary basis in “temporary investments”, the income from which, may be subject to federal and California income tax. Specifically, the Fund may invest in “private activity bonds,” the income from which is not exempt from federal income taxation (the interest on which is also treated as an item of tax preference for purposes of the Alternative Minimum Tax (“AMT Bonds”)). Such temporary investments may consist of notes of issuers having, at the time of purchase, an issue of outstanding municipal bonds rated within the three highest grades by S&P, Moody’s or Fitch (taxable or tax exempt); commercial paper rated at least A-1 by Moody’s, P-1 by S&P or F-1 by Fitch; and U.S. Treasury and agency securities. The CA Tax-Exempt Bond Fund may invest in California bonds with any maturity and may purchase short-term municipal notes such as tax anticipation notes, revenue anticipation notes and bond anticipation notes.

 

31


Table of Contents

Tax-Exempt Bonds

Tax-exempt bonds are debt obligations issued by the various states and their subdivisions (e.g., cities, counties, towns, and school districts) to raise funds, generally for various public improvements requiring long-term capital investment. Purposes for which tax-exempt bonds are issued include flood control, airports, bridges and highways, housing, medical facilities, schools, mass transportation and power, water or sewage plants, as well as others. Tax-exempt bonds also are occasionally issued to retire outstanding obligations, to obtain funds for operating expenses or to loan to other public or, in some cases, private sector organizations or to individuals.

The two principal classifications of tax-exempt bonds are “general obligation” and “revenue.” General obligations or “G.O.s” are secured by the issuer’s general pledge of its faith, credit, and taxing power for the payment of principal and interest. Revenue bonds are payable only from monies derived from a specified source such as operating a particular facility or from a guarantee, lease, specific tax or pool of assets, e.g., a portfolio of mortgages.

Pollution control or other bonds backed by private corporations do not generally have the pledge of the credit of the issuing public body but are secured only by the credit of the corporation benefiting from the facilities being financed. There are, of course, variations in the security of municipal bonds, both within a particular classification and between classifications depending on numerous factors.

The yields on tax-exempt bonds are dependent on a variety of factors, including general money market conditions, general conditions of the municipal bond market, the size of a particular offering, the maturity of the obligations and the rating of the issue. The ratings of S&P, Moody’s and Fitch represent their opinions as to the quality of the tax-exempt bonds which they undertake to rate. It should be emphasized however, that ratings are general and not absolute standards of quality. Consequently, tax-exempt bonds with the same maturity and coupon with different ratings may have the same yield.

The ability of issuers engaged in the generation, distribution and/or sale of electrical power and/or natural gas to make payments of principal or interest on such obligations is dependent upon, among other things, the continuing ability of such issuers to derive sufficient revenues from their operations to meet debt service requirements. General problems confronting such issuers include the difficulty in financing construction projects during inflationary periods, restrictions on operations and increased costs and delays attributable to applicable environmental laws, the difficulty in obtaining fuel for energy generation at reasonable prices, the difficulty in obtaining natural gas for resale, and the effects of present or proposed energy or natural resource conservation programs.

There are several federal housing subsidy programs used by state housing agencies which do not result in unconditional protection of the bondholder. Changes enacted by Congress in these programs or administrative difficulties may result in decreases in the present actual or future estimated debt service coverage. A reduction in coverage may also result from economic fluctuations leading to changes in interest rates or operating costs. Most state housing authority bonds are also “moral obligations” of the issuing states; however, a few programs specifically reject the “moral obligation.” In many but not all cases, this “moral obligation” is explicitly reflected in the bond contract by means of an option permitting the state legislature to provide debt service support if the legislature so chooses; thus, this option provides the bondholder with an additional source of potential support not directly related to the specific housing program.

Subsequent to its purchase by the Fund, an issue of tax-exempt bonds or a temporary investment may cease to be rated or its rating may be reduced below the minimum required for purchase by the Fund. Neither event will require the elimination of such obligation from the Fund’s portfolio but the adviser will consider such an event in its determination of whether the Fund should continue to hold such obligation in its portfolio. To the extent that the ratings assigned by S&P, Moody’s or Fitch for tax-exempt bonds or temporary investments may change as a result of changes in such organizations, or changes in their rating systems, the Fund will attempt to use comparable ratings as standards for its investments in tax-exempt bonds or temporary investments in accordance with the investment policies contained herein.

The Fund may purchase municipal obligations on a when-issued basis; i.e., delivery and payment for the securities will take place after the transaction date, normally within 15 to 45 days, though the payment obligation and the interest rate that will be received on the securities are fixed at the time the buyer enters into the commitment. The Fund will only make commitments to purchase such securities with the intention of actually acquiring the securities, but the Fund may sell these securities before the settlement date if it is deemed advisable as a matter of investment strategy. When the Fund purchases securities on a when-issued or forward-commitment basis, the Fund will specifically designate on its accounting records securities having a value (determined daily) at least equal to the amount of the Fund’s purchase commitments. These procedures are designed to ensure that the Fund will maintain sufficient assets at all times to cover its obligations under when-issued purchases and forward commitments.

Securities purchased on a when-issued basis and the securities held in the Fund’s portfolio are subject to changes in value based upon the public’s perception of the creditworthiness of the issuer and changes in the level of interest rates. Generally, the value of such securities will fluctuate inversely to changes in interest rates, i.e., they will appreciate in value when interest

 

32


Table of Contents

rates decline and decrease in value when interest rates rise. Therefore, in order to achieve higher interest income, if the Fund remains substantially invested at the same time that it has purchased securities on a when-issued basis, there will be a greater possibility of fluctuation in the Fund’s NAV.

Variable and Floating Rate Securities

The Fund may invest in securities with variable and floating rates. Some municipal securities bear rates of interest that are adjusted periodically according to formulae intended to minimize fluctuation in values of floating rate instruments. Variable rate instruments are those whose terms provide for automatic establishment of a new interest rate on set dates. Floating rate instruments are those whose terms provide for automatic adjustment of their interest rates whenever some specified interest rate changes. Variable rate and floating rate instruments will be referred to collectively as “Variable Rate Securities.” The interest rate on Variable Rate Securities is ordinarily determined by reference to, or is a percentage of, a bank’s prime rate, the 90-day U.S. Treasury Bill rate, the rate of return on commercial paper or bank certificates of deposit, an index of short-term, tax-exempt rates, or some objective standard. Generally, the changes in the interest rate on Variable Rate Securities reduce the fluctuation in the market value of such securities. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less than for fixed-rate obligations.

Warrants or Rights to Purchase Securities

The Fund may invest in or acquire warrants or rights, valued at the lower of cost or market, to purchase equity or fixed income securities, during a specific period of time. Included are warrants and rights whose underlying securities are not traded on principal domestic or foreign exchanges. Bonds with warrants attached to purchase equity securities have many characteristics of convertible bonds and their prices may, to some degree, reflect the performance of the underlying stock. Bonds also may be issued with warrants attached to purchase additional fixed income securities at the same coupon rate. A decline in interest rates would permit the Fund to buy additional bonds at the favorable rate or to sell the warrants at a profit. If interest rates rise, the warrants would generally expire with no value.

When-Issued and Delayed-Delivery Transactions

Each Fund may purchase securities on a when-issued or forward commitment basis. These transactions are also known as delayed-delivery transactions. (The phrase “delayed delivery” is not intended to include purchases where a delay in delivery involves only a brief period required by the selling party solely to locate appropriate certificates and prepare them for submission for clearance and settlement in the customary way.) Delayed-delivery transactions involve a commitment by the Fund to purchase or sell securities at a future date (ordinarily up to 90 days later). The price of the underlying securities (usually expressed in terms of yield) and the date when the securities will be delivered and paid for (the settlement date) are fixed at the time the transaction is negotiated. When-issued purchases and forward commitments are negotiated directly with the selling party.

When-issued purchases and forward commitments enable the Fund to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. For example, in periods of rising interest rates and falling bond prices, the Fund might sell debt securities it owns on a forward commitment basis to limit its exposure to falling prices. In periods of falling interest rates and rising prices, the Fund might sell securities it owns and purchase the same or similar securities on a when-issued or forward commitment basis, thereby obtaining the benefit of currently higher yields. The Fund will not enter into such transactions for the purpose of leverage.

The value of securities purchased on a when-issued or forward commitment basis and any subsequent fluctuations in their value will be reflected in the Fund’s NAV starting on the first business day after the date of the agreement to purchase the securities. The Fund will be subject to the rights and risks of ownership of the securities on the agreement date. The Fund will not earn interest on securities it has committed to purchase until they are paid for and received.

When the Fund makes a forward commitment to sell securities it owns, the proceeds to be received upon settlement will be included in the Fund’s assets. Fluctuations in the market value of the underlying securities will not be reflected in the Fund’s NAV as long as the commitment to sell remains in effect. Settlement of when-issued purchases and forward commitment transactions generally takes place up to 90 days after the date of the transaction, but the Fund may agree to a longer settlement period.

The Fund will make commitments to purchase securities on a when-issued basis or to purchase or sell securities on a forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a matter of investment strategy, however, the Fund may dispose of or renegotiate a commitment after it is entered into. The Fund also may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. The Fund may realize a capital gain or loss in connection with these transactions.

When the Fund purchases securities on a when-issued or forward-commitment basis, the Fund will specifically designate on its accounting records securities having a value (determined daily) at least equal to the amount of the Fund’s purchase commitments. These procedures are designed to ensure that each Fund will maintain sufficient assets at all times to cover its obligations under when-issued purchases and forward commitments.

 

33


Table of Contents

CA TAX-EXEMPT BOND FUND ONLY

Special California Risk Factors

The California Constitution and various state statutes that limit the taxing and spending authority of the state of California (the “State”) government entities may impair the ability of State issuers to maintain debt service on their obligations, as described more fully below. The following information as to certain State risk factors is provided to investors in view of the policy of the Fund to concentrate its investments in State and municipal issues. Such information constitutes only a brief discussion, does not purport to be a complete description and is based on information from sources believed by the Fund to be reliable, including official statements relating to securities offerings of State and municipal issuers and periodic publications by national rating organizations. Such information, however, has not been independently verified by the Fund.

Certain of the State’s municipal securities in which the Fund may invest may be obligations of issuers that rely in whole or in part on State revenues for payment of these obligations. Property tax revenues and a portion of the State’s General Fund surplus are distributed to counties, cities and their various taxing entities and the State assumes certain obligations previously paid out of local funds. Whether and to what extent a portion of the State’s General Fund will be distributed in the future to counties, cities and various entities is unclear.

Certain legislation enacted in the State over many years could significantly limit State agencies’, local governments’ and districts’ ability to collect sufficient funds to meet debt service on bonds and other obligations. Article XIIIA of the California Constitution, as amended, places restrictions and limits on California taxing entities in their ability to increase real property taxes. Article XIIIB of the California Constitution, added by Proposition 4, imposes on State and municipal entities an annual appropriations limit with respect to certain expenditures and requires the allocation of excess revenues to State education funds. Annual appropriations limits are adjusted annually to reflect changes in consumer prices, population, and certain services provided by these entities. The California Constitution, through amendments made by Propositions 98 and 111, also requires minimum levels of funding for public school and community college districts. Articles XIIIC and XIIID of the California Constitution provide for limitations on the ability of local government agencies to impose or raise various taxes, fees, charges, and assessments without voter approval. Certain “general taxes” imposed after January 1, 1995 by local government must be approved by voters in order to remain in effect, and local voters may have the right to present initiatives to reduce taxes, fees, assessments, or charges imposed by the local government.

In March 2004, State voters approved two ballot measures, collectively known as the Economic Recovery Bond Measures, Propositions 57 and 58. The “Balanced Budget Act” was implemented as a result of these measures. The Balanced Budget Act includes a provision for a “Rainy Day” fund requiring that beginning in fiscal 2006-07, depending on the strength of the economy, from 1% to 3% of annual General Fund revenues must be set aside in a reserve fund, the Budget Stabilization Account (“BSA”). Additionally, the Balanced Budget Act mandates that projected expenditures cannot exceed projected revenues.

In November 2010, State voters approved two more ballot measures, Propositions 25 and 26. Proposition 25 amends the State Constitution to change the legislative vote requirement necessary to pass the State budget and spending bills related to the budget from two-thirds to a simple majority, while preserving the two-thirds requirement for changes in tax rates. Proposition 26 amends the State Constitution to require a two-thirds supermajority vote in the California State Legislature to pass many fees, levies, charges and tax revenue allocations that under the state’s previous rules could be enacted by a simple majority vote.

In November 2012, State voters approved Proposition 30 increasing sales and income taxes. The State’s sales tax increased to 7.5% from 7.25% for a period of four years, and State income taxes increased for a period of seven years on taxpayers earning more than $250,000 per year by amounts ranging from 1% on taxpayers earning over $250,000 but less than $300,000 per year to 3% on taxpayers earning more than $1 million per year. The increase was retroactive to January 1, 2012. Estimates of the additional revenue to be generated from the tax increases vary from Jerry Brown’s $9 billion estimate to the $6.8 billion estimated by the non-partisan Legislative Analyst’s Office (“LAO”). Smaller amounts of revenue are expected from Proposition 39, which requires multi-state business to pay State income taxes based on sales in the State and eliminating other alternative formulas for calculating California income taxes. The LAO estimates Proposition 39 will generate $1 billion in additional revenue annually growing over time.

Certain State municipal securities that the Fund may own may be secured in whole or in part by mortgages or real property deeds of trust, and the rights of the Fund to obtain payment from such security may be constrained by State laws addressing non-judicial foreclosure rights and transfers of title by sale by private owner, antideficiency provisions, and limits on the ability to receive pre-payment charges on mortgage loans. These types of State statutes, among other limits imposed by State law, could affect the flow of revenues to an issuer for debt service on outstanding debt obligations.

 

34


Table of Contents

Finally, litigation may play a role in the future of the State’s economy, as it is a party to numerous legal proceedings, many of which normally recur in governmental operations. In addition, the State is involved in certain other legal proceedings which, if decided against the State, may require the State to make significant future expenditures or may impair future revenue sources.

California Economic History and Outlook

California’s economy appears to be recovering slowly following more than six years of shocks that have taken a significant toll on the economy—a deepening housing slump, a breakdown in mortgage markets, tight credit conditions, volatile financial markets and volatile energy prices. The worldwide recession and the rapid decline in employment in California from its peak in July 2007 combined with the other economic conditions mentioned above to adversely affect the principal sources of revenues for the California General Fund. General Fund revenues have been soft, generally coming in below the levels anticipated in the budgets resulting in annual budget deficits averaging $20 billion and causing desperate last minute measures and budget trickery to close the gap as each fiscal year ended. The 2011-2012 budget made progress in stabilizing California’s finances by cutting spending and shifting other expenditures from the State to local governments. Going into the 2011-2012 budget process the State had to close an immediate budget gap of $26.6 billion; going into the 2012-2013 budget process the projected budget gap was $9.2 billion. Going into the 2013-2014 budget process, the Governor’s office estimates a General Fund operating surplus of $2.4 million from 2012-2013 slightly exceeding the $2.2 billion deficit at the end of the prior year. Nevertheless, the State continues to face daunting challenges of dealing with over $33 billion of budgetary borrowing and deferred funding obligations accumulated over the past decade and massive unfunded pension and retiree healthcare obligations for former and present government employees. The 2013-2014 budget forecasts modest growth and takes a cautious approach to mitigate the risks of reductions in federal expenditures and an uncertain economy. The State still faces serious challenges from debts, deferrals and accumulated budgetary obligations over the past 7 years and massive unfunded retirement liabilities for State employees that have not been addressed.

The 2012-2013 Budget

Governor Brown’s proposed budget for 2012-13, submitted on January 3, 2012, anticipated a $9.2 billion gap between revenues and projected State expenditures, which he proposed to close with $10.3 billion of expenditure cuts and revenue increases and a $1.1 billion reserve. The 2012-2013 budget also called for a ballot initiative to increase personal income taxes on the State’s wealthiest taxpayers and increase sales taxes by one-quarter percent. The Budget provided for $5.4 billion of trigger cuts to various education and public safety expenditures that would go into effect on January 1, 2013 if the proposition did not pass.

The Budget as enacted in June 2012 closed a projected budget gap of $15.1 billion by cutting 8 billion of government spending and relying on the passage of the income tax and sales tax increases in Proposition 30. While increasing K-12 spending by $6.7 billion over the prior year, the budget cut other spending across the board, including government employee compensation, Medi-Cal funding for in-home health services, welfare reforms and state prison systems.

The Proposed 2013-2014 Budget

Governor Brown’s proposed budget for 2013-14, proposes an increase in general fund spending of 5% from $93 million to $97.7 billion including to additional money for K-12 schools and higher education while restraining growth in most other programs. The Governor has proposed a substantial expansion of Medi-Cal as required by feral health care reform, but anticipates that the estimated $350 million of expenditures will be funded by the federal government.

Bond Ratings

As of January 2012, California still had the lowest general obligation bond ratings of any state in the country, although after the 2011-2012 Budget passed, Standard and Poor’s changed the State’s credit outlook to stable from negative. California’s general obligation bond ratings are: Standard and Poor’s, A-; Fitch, A-; and Moody’s A1. On January 17, 2012, Moody’s downgraded California Redevelopment Authority bonds rated above Baa2 by one notch to address concerns about payments as redevelopment authorities are phased out, pursuant to legislation passed in connection with the 2011-2012 Budget. In February 2012, S&P revised its outlook for the State to positive from stable.

Puerto Rico

Puerto Rico’s business cycles have generally tracked those of the United States as a whole, although with somewhat greater volatility. Private sector employment growth in Puerto Rico fell sharply in each of the last four recessions, and bottomed out roughly at the end of the downturn on the mainland.

Gross national product (“GNP”) has been subdued in recent years. Some commentators have said that Puerto Rico entered a recession beginning in early 2006 and weak economic conditions resulted in a continued decline into 2009, in line with the results in the United States as a whole. GNP plummeted by 5.5% in fiscal year 2009 (running July 2008 to June 2009) as Puerto Rico suffered its worst contraction on record. The Economic Activity Index published by the Government Development Bank for Puerto Rico has shown a modest but consistent monthly year over year increase since December 2011.

 

35


Table of Contents

Unemployment increased steadily from 13.8% in January 2009, rising to 16.6% in April 2010, but has been generally on the decline since February 2011 and was at 13.8% in October 2012, although the total labor force has not increased much since November 2011.

Since taking office in 2009, Governor Luis Fortuño, had implemented austerity policies, including deep cuts to government bureaucracy, tax reductions, a mounted challenge to unionism and control of government growth. His most recent budget for fiscal year 2012-13 called for more austerity, a $9.082 billion general fund budget proposal for fiscal 2013, representing a 2 percent reduction from the $9.260 billion budget in effect through June 30, 2012 and a 17% drop compared to the last budget of the prior administration. Mr. Fortuño lost the election in November 2012, in part because of the financial austerity imposed by his administration.

While praising the fiscal discipline reflected in Governor Fortuño’s budgets, in June 2012, S&P revised its outlook on Puerto Rico’s general obligation bonds to negative from stable, citing concern about unfunded pension obligations. S&P currently rates Puerto Rico’s general obligation bonds BBB (two steps above junk status). On December 13, 2012, Moody’s Investors Service slashed Puerto Rico’s credit rating by two notches to Baa3, one step above the non-investment grade, with a negative outlook. Moody’s also cited concern about unfunded pension obligations and the uncertainty over policies of the new administration.

PERFORMANCE INFORMATION

Performance information for the Funds (and any class of the Funds) may be included in advertisements, sales literature or reports to shareholders or prospective investors. Performance information in advertisements and sales literature may be expressed as a yield of a class of shares and as a total return of a class of shares.

The Funds may from time to time include in advertisements containing total return the ranking of those performance figures relative to such figures for groups of mutual funds having similar investment objectives as categorized by ranking services such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc. Additionally, each Fund may compare its performance results to other investment or savings vehicles (such as certificates of deposit) and may refer to results published in various publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business Week and Investor’s Business Daily, Stanger’s Mutual Fund Monitor, The Stanger Register, Stanger’s Investment Adviser, The Wall Street Journal, The New York Times, Consumer Reports, Registered Representative, Financial Planning, Financial Services Weekly, Financial World, U.S. News and World Report, Standard & Poor’s The Outlook, and Personal Investor . The Funds may from time to time illustrate the benefits of tax deferral by comparing taxable investments to investments made through tax-deferred retirement plans. The total return may also be used to compare the performance of each Fund against certain widely acknowledged outside standards or indices for stock and bond market performance, such as the S&P 500 ® Index, Dow Jones Industrial Average, Barclays Capital U.S. Aggregate Bond Index, Russell Midcap ® Growth Index, MSCI EAFE Index ® (Europe Australia Far East), Consumer Price Index, Barclays Capital California Municipal Bond Index, Barclays Capital U.S. High-Yield 2% Issuer Capped Bond Index, B of A Merrill Lynch 1-2.99 year Medium Quality Corporate Bonds Index, MSCI World Index, FTSE EPRA/NAREIT Developed Rental ex-U.S. Index, Citigroup 90-Day Treasury Bill Index and FTSE NAREIT U.S. Real Estate Index.

Advertisements, sales literature and other communications may contain information about the Funds and their subadvisers’ current investment strategies and management style. Current strategies and style may change to allow the Funds to respond quickly to changing market and economic conditions. From time to time the Funds may include specific portfolio holdings or industries in such communications. To illustrate components of overall performance, each Fund may separate its cumulative and average annual returns into income and capital gains components.

Performance information reflects only the performance of a hypothetical investment in each class during the particular time period on which the calculations are based. Performance information should be considered in light of a Fund’s investment objectives and policies, characteristics and quality of the portfolio, and the market condition during the given time period, and should not be considered as a representation of what may be achieved in the future.

Yield

The 30-day yield quotation as to a class of shares may be computed by dividing the net investment income for the period as to shares of that class by the maximum offering price of each share of that class on the last day of the period, according to the following formula:

 

  YIELD     =   2[( a-b  +  1) 6  - 1]  
            cd  

 

36


Table of Contents

Where:

 

  a  = dividends and interest earned during the period.

 

  b  = net expenses accrued for the period.

 

  c  = the average daily number of shares of the class outstanding during the period that were entitled to receive dividends.

 

  d  = the maximum offering price per share of the class on the last day of the period.

Total Return

Standardized quotations of average annual total return for each class of shares will be expressed in terms of the average annual compounded rate of return for a hypothetical investment in such class of shares over periods of 1, 5 and 10 years or up to the life of the class of shares, calculated for each class separately pursuant to the following formula: P((1+T)(n)) = ERV (where P = a hypothetical initial payment of $1,000, T = the average annual total return, n = the number of years, and ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the period). All total return figures reflect the deduction of a proportional share of each class’s expenses (on an annual basis), deduction of the maximum initial sales load in the case of Class A Shares and the maximum contingent deferred sales charge (“CDSC”) applicable to a complete redemption of the investment in the case of Class B Shares, Class C Shares and Class T Shares, and assume that all dividends and distributions on each class of shares are reinvested when paid.

For average “after-tax” total return, the SEC rules mandate several assumptions, including that the calculations use the historical highest individual federal marginal income tax rates at the time of reinvestment, and that the calculations do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. These returns, for instance, assume that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the redemption. As a result, returns after taxes on distributions and sale of Fund shares may exceed returns after taxes on distributions (but before sale of Fund shares). These returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements.

The Funds may also compute cumulative total return for specified periods based on a hypothetical account with an assumed initial investment of $10,000. The cumulative total return is determined by dividing the NAV of this account at the end of the specified period by the value of the initial investment and is expressed as a percentage. Calculation of cumulative total return reflects payment of the Class A Share’s maximum sales charge of 4.75% for the fixed income funds (2.25% for the Short Term Bond Fund) and 5.75% for the equity funds and assumes reinvestment of all income dividends and capital gain distributions during the period.

The Funds also may quote annual, average annual and annualized total return and cumulative total return performance data, for any class of shares of the Funds, both as a percentage and as a dollar amount based on a hypothetical $10,000 investment for various periods other than those noted above. Such data will be computed as described above, except that (1) the rates of return calculated will not be average annual rates, but rather, actual annual, annualized or cumulative rates of return and (2) the maximum applicable sales charge will not be included with respect to annual, annualized or cumulative rate of return calculations.

PORTFOLIO TURNOVER

The Funds generally pay brokerage commissions for purchases and sales of portfolio securities other than underlying affiliated mutual funds. Each Fund has a different expected annual rate of portfolio turnover, which is calculated by dividing the lesser of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Fund’s securities (excluding from the computation all securities, including options, with maturities at the time of acquisition of one year or less). A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses and other costs, which must be borne directly by a Fund and thus indirectly by its shareholders. Turnover rates may vary greatly from year to year as well as within a particular year and may also be affected by cash requirements for redemptions of each Fund’s shares and by requirements which enable the Trust to receive certain favorable tax treatment. (See “Dividends, Distributions and Taxes” in this SAI.) A Fund with a high turnover rate will pay more in brokerage commissions than would be the case if it had a lower portfolio turnover rate. Historical portfolio turnover rates can be found in the Funds’ statutory prospectus under the heading “Financial Highlights.” Each Fund’s portfolio turnover rate for the most recent fiscal year can be found in the Summary Prospectus applicable to that Fund, or in the Funds’ statutory prospectus in the summary section applicable to that Fund.

 

37


Table of Contents

PORTFOLIO TRANSACTIONS AND BROKERAGE

The Funds of Funds generally do not invest directly in securities, but rather invest in ETFs and shares of underlying mutual funds. The shares of the underlying affiliated mutual funds are purchased at NAV of the shares of that fund without payment of a brokerage commission or a sales charge. The shares of ETFs are purchased through broker-dealers in transactions on a securities exchange, and the Funds will pay customary brokerage commissions for each purchase and sale.

The adviser or subadvisers to the underlying mutual funds execute the portfolio transactions for their respective fund. In allocating portfolio transactions, each underlying fund’s adviser must comply with the brokerage and allocation procedures adopted by the board of trustees of the underlying mutual fund. The following is a discussion of the portfolio transactions and brokerage procedures of those underlying mutual funds that are affiliated with the Funds, with the exception of the Funds of Funds.

In effecting portfolio transactions for the Trust, the adviser and/or subadviser (throughout this section, the “adviser”) adheres to the Trust’s policy of seeking best execution and price, determined as described below, except to the extent it is permitted to pay higher brokerage commissions for “brokerage and research services” as defined herein. The adviser may cause the Trust to pay a broker an amount of commission for effecting a securities transaction in excess of the amount of commission which another broker or dealer would have charged for effecting the transaction if the adviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker or that any offset of direct expenses of a Fund yields the best net price. As provided in Section 28(e) of the Securities Exchange Act of 1934, “brokerage and research services” include giving advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities; furnishing analyses and reports concerning issuers, industries, economic factors and trends, portfolio strategy and the performance of accounts; and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Brokerage and research services provided by brokers to the Trust or to the adviser are considered to be in addition to and not in lieu of services required to be performed by the adviser under its contract with the Trust and may benefit both the Trust and other clients of the adviser. Conversely, brokerage and research services provided by brokers to other clients of the adviser may benefit the Trust.

If the securities in which a particular Fund of the Trust invests are traded primarily in the OTC market, where possible the Fund will deal directly with the dealers who make a market in the securities involved unless better prices and execution are available elsewhere. Such dealers usually act as principals for their own account. On occasion, securities may be purchased directly from the issuer. Bonds and money market instruments are generally traded on a net basis and do not normally involve either brokerage commission or transfer taxes.

The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations including, without limitation, the overall direct net economic result to the Trust (involving both price paid or received and any net commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, the availability of the broker to stand ready to execute possibly difficult transactions in the future and the financial strength and stability of the broker. Such considerations are judgmental and are weighed by the adviser in determining the overall reasonableness of brokerage commissions paid by the Trust. Some portfolio transactions are, subject to the Conduct Rules of the FINRA and subject to obtaining best prices and executions, effected through dealers (excluding VP Distributors) who sell shares of the Trust.

The Trust has adopted policy and procedures governing the execution of aggregated advisory client orders (“bunching procedures”) in an attempt to lower commission costs on a per-share and per-dollar basis. According to the bunching procedures, the adviser shall aggregate transactions unless it believes in its sole discretion that such aggregation is inconsistent with its duty to seek best execution (which shall include the duty to seek best price) for the Trust. No advisory account of the adviser is to be favored over any other account and each account that participates in an aggregated order is expected to participate at the average share price to the extent practicable for all transactions of the adviser in that security on a given business day, with all transaction costs shared pro rata based on the Trust’s participation in the transaction. If the aggregated order is filled in its entirety, it shall be allocated among the adviser’s accounts in accordance with the allocation order, and if the order is partially filled, it shall be allocated pro rata based on the allocation order. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the allocation order if all accounts of the adviser whose orders are allocated receive fair and equitable treatment. If an aggregated order is partially filled and allocated on a basis different from that specified in the allocation order, no account that is benefited by such different allocation may intentionally and knowingly effect any purchase or sale for a reasonable period following the execution of the aggregated order that would result in it receiving or selling more shares than the amount of shares it would have received or sold had the aggregated order been completely filled. The Board of Trustees reviews these procedures from time to time as deemed appropriate.

 

38


Table of Contents

In certain instances there may be securities that are suitable for a Fund’s portfolio as well as for that of another Fund or one or more of the other clients of the adviser. Investment decisions for a Fund and for the adviser’s other clients are made with a view to achieving their respective investment objectives. It may develop that a particular security is bought or sold for only one client even though it might be held by, or bought or sold for, other clients. Likewise, a particular security may be bought for one or more clients when one or more other clients are selling that same security. Some simultaneous transactions are inevitable when several clients receive investment advice from the same investment adviser, particularly when the same security is suitable for the investment objectives of more than one client. When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed to be equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security in a particular transaction as far as a Fund is concerned. The Trust believes that over time its ability to participate in volume transactions will produce better executions for the Funds. When appropriate, orders for the account of the Funds are combined with orders for other investment companies or other clients advised by the adviser, including accounts (such as investment limited partnerships) in which the adviser or affiliated or associated persons of the adviser are investors or have a financial interest, in order to obtain a more favorable commission rate. When the same security is purchased for a Fund and one or more other funds or other clients on the same day, the adviser is obligated to allocate the transactions in a manner it believes to be fair to all such Funds and other clients.

The Trust has implemented, and the Board of Trustees has approved, policies and procedures reasonably designed to prevent (i) the adviser’s personnel responsible for the selection of broker-dealers to effect fund portfolio securities transactions from taking into account, in making those decisions, broker-dealer’s promotion or sales efforts, and (ii) the Trust, its advisers and distributor from entering into any agreement or other understanding under which the Funds’ direct brokerage transactions or revenue generated by those transactions to a broker-dealer to pay for distribution of Fund shares. These policies and procedures are designed to prevent the Trust from entering into informal arrangements to direct portfolio securities transactions to a particular broker.

For the fiscal years ended September 30, 2010, 2011 and 2012, brokerage commissions paid by the Trust on portfolio transactions totaled $3,309,765, $5,199,113 and $5,071,950 respectively. Brokerage commissions of $866,560 paid during the fiscal year ended September 30, 2012, were paid on portfolio transactions aggregating $6,647,726,135 executed by brokers who provided research and other statistical information.

DISCLOSURE OF FUND HOLDINGS

The Funds of Funds generally do not invest directly in securities, but rather invest in shares of ETFs and mutual funds. The following description pertains to those mutual funds in which the Funds of Funds invest that are affiliated with the Trust, referred to in this section as the “funds”, and it applies to the Funds, with the exception of the Funds of Funds.

The Board of Trustees of the Trust has adopted policies with respect to the disclosure of the Funds’ portfolio holdings. These policies provide that the Funds’ portfolio holdings information generally may not be disclosed to any party prior to the information becoming public. Certain limited exceptions are described below. Additionally, the Funds’ policies prohibit Virtus Investment Partners (“Virtus”) and the Funds’ service providers from entering into any agreement to disclose Fund portfolio holdings in exchange for any form of compensation or consideration. These policies apply to disclosures to all categories of persons, including individual investors, institutional investors, intermediaries who sell shares of the Fund, third parties providing services to the Funds (accounting agent, print vendors, etc.), rating and ranking organizations (Lipper, Morningstar, etc.) and affiliated persons of the Funds.

The Board of Trustees has delegated to the Fund’s Administrator the authority to make decisions regarding requests for information on portfolio holdings prior to public disclosure. The Administrator will authorize the disclosure of portfolio holdings only if it determines such disclosure to be in the best interests of Fund shareholders. The Administrator generally carries out this duty through its chief compliance officer, in consultation with other officers representing various areas of management.

The Funds’ Compliance Officer is responsible for monitoring the use of portfolio holdings information, for the Funds’ compliance with these policies and for providing reports to the Board of Trustees regarding their compliance, including information with respect to any potential conflicts of interest between the interests of Fund shareholders and those of Virtus and its affiliates identified during the reporting period and how such conflicts were resolved.

Public Disclosures

In accordance with rules established by the SEC, each Fund sends semiannual and annual reports to shareholders that contain a full listing of portfolio holdings as of the second and fourth fiscal quarters, respectively, within 60 days of quarter end. The Funds also disclose complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-Q, which is filed with the SEC within 60 days of quarter end. The Funds’ shareholder reports are available without charge on

 

39


Table of Contents

the Internet at virtus.com or sec.gov . Certain of the Funds also make publicly available on virtus.com a full listing of portfolio holdings as of the end of each month with a 30-day delay, while other of the Funds make such full listings available as of the end of the quarter with a 60-day delay. Additionally, each Fund, except certain of the AlphaSector Funds and the Disciplined Funds, provides its top 10 holdings and summary composition data derived from portfolio holdings information on virtus.com . This information is posted to the Web site at the end of each month with respect to the top 10 holdings, and at the end of each quarter with respect to summary composition information, generally within 10 business days. With respect to certain funds, the top ten holdings and summary composition information are reported on a one-month lag. This information will be available on the Web site until full portfolio holdings information becomes publicly available as described above. The Funds also provide publicly-available portfolio holdings information directly to ratings agencies, the frequency and timing of which is determined under the terms of the contractual arrangements with such agencies, and may provide to financial intermediaries, upon request, monthly portfolio holdings for periods included in publicly-available quarterly portfolio holdings disclosures.

Other Disclosures

The Administrator may authorize the disclosure of non-public portfolio holdings information under certain limited circumstances. The Funds’ policies provide that non-public disclosures of a Fund’s portfolio holdings may only be made if (i) the Fund has a legitimate business purpose for making such disclosure, and (ii) the party receiving the non-public information enters into a confidentiality agreement, which includes a duty not to trade on the non-public information. The Administrator will consider any actual or potential conflicts of interest between Virtus and its mutual fund shareholders and will act in the best interest of the Funds’ shareholders with respect to any such disclosure of portfolio holdings information. If a potential conflict can be resolved in a manner that does not present detrimental effects to Fund shareholders, the Administrator may authorize release of portfolio holdings information. Conversely, if the potential conflict cannot be resolved in a manner that does not present detrimental effects to Fund shareholders, the Administrator will not authorize such release.

Ongoing Arrangements to Disclose Portfolio Holdings

As previously authorized by the Funds’ Board of Trustees and/or the Funds’ Administrator, the Funds periodically disclose non-public portfolio holdings on a confidential basis to various service providers that require such information in order to assist the Funds in their day-to-day operations, as well as public information to certain ratings organizations. In addition to Virtus and its affiliates, the entities receiving non-public portfolio holdings information as of the date of this SAI are described in the following table. The table also includes information as to the timing of these entities receiving the portfolio holdings information from the Funds.

Non-Public Portfolio Holdings Information

 

Type of Service Provider   Name of Service Provider  

Timing of Release of Portfolio

Holdings Information

Adviser   Virtus Investment Advisers, Inc.   Daily with no delay
Subadviser (Global Dividend Fund, Global Real Estate Fund, International Real Estate Fund and Real Estate Fund)   Duff & Phelps Investment Management Co.   Daily with no delay
Subadviser (Alternatives Diversifier Fund, Allocator Premium AlphaSector Fund, AlphaSector Rotation Fund, Dynamic AlphaSector Fund, Global Premium AlphaSector Fund, Premium AlphaSector Fund)   Euclid Advisors LLC   Daily with no delay
Subadviser (Global Commodities Fund)   Harris Investment Management, Inc.   Daily with no delay
Subadviser (Wealth Masters Fund)   Horizon Asset Management, LLC   Daily with no delay
Subadviser (International Small-Cap Fund)   Kayne Anderson Rudnick Investment Management, LLC   Daily with no delay

 

40


Table of Contents
Type of Service Provider   Name of Service Provider  

Timing of Release of Portfolio

Holdings Information

Subadviser (EM Equity Income Fund)   Kleinwort Benson Investors International, Ltd.   Daily with no delay
Subadviser (Bond Fund, CA Tax Exempt Bond Fund, EM Debt Fund, High Yield Fund, Multi-Sector Fixed Income Fund, Multi-Sector Short Term Bond Fund and Senior Floating Rate Fund)   Newfleet Asset Management, LLC   Daily with no delay
Subadviser (Disciplined Bond Fund, Disciplined Equity Fund and Disciplined Country Fund)   Newfound Investments, LLC   Daily with no delay
Subadviser (Virtus Herzfeld Fund)   Thomas J. Herzfeld Advisors, Inc.   Daily with no delay
Subadviser (International Equity Fund)   Pyrford International Ltd.   Daily with no delay
Subadviser (Foreign Opportunities Fund, Global Opportunities Fund, Greater Asia Fund and Greater European Fund)   Vontobel Asset Management, Inc.   Daily with no delay
Subadvisor Trading Support (Foreign Opportunities Fund, Global Opportunities Fund, Greater Asia Japan Opportunities Fund and Greater European Fund)   Northern Trust Corporation   Daily with no delay
Distributor   VP Distributors, LLC   Daily with no delay
Custodian   The Bank of New York Mellon   Daily with no delay
Class Action Service Provider   Glass Lewis   Daily with no delay
Sub-Financial Agent   BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”)   Daily with no delay
Consultant (Foreign Opportunities Fund)   Rogercasey   Monthly with four day delay
Distributor (Foreign Opportunities Fund, Real Estate Fund, Multi-Sector Short Term Bond Fund)   Morgan Stanley Smith Barney LLC   Monthly with four day delay
Portfolio Redistribution Firm (Foreign Opportunities Fund)   Thomson Financial LLC   Fiscal quarter with 20 day delay
Independent Registered Public Accounting Firm   PricewaterhouseCoopers LLP   Annual Reporting Period is within 15 business days of end of reporting period Semiannual Reporting Period is within 31 business days of end of reporting period.
Performance Analytics Firm   FactSet Research Systems, Inc.   Daily with no delay
Typesetting and Printing firm for Financial Reports   R.R. Donnelley & Sons Co.   Quarterly, within 15 days of end of reporting period.

 

41


Table of Contents
Type of Service Provider   Name of Service Provider  

Timing of Release of Portfolio

Holdings Information

Proxy Voting Service   Institutional Shareholder Services   Daily, weekly, monthly, quarterly depending on Adviser
Intermediary Selling Shares of the Fund   Merrill Lynch   Quarterly within 10 days of quarter end
TV Financial Markets Talk Shows   CNBC   Monthly for holdings over 1% of issuer equity, in aggregate.*
Public Portfolio Holdings Information
Portfolio Redistribution Firms   Bloomberg, Standard & Poor’s and Thompson Reuters   Monthly with 30 day delay for certain funds; quarterly, 60 days after fiscal quarter end for all others.
Rating Agencies   Lipper Inc. and Morningstar   Monthly with 30 day delay for certain funds; quarterly, 60 days after fiscal quarter end for all others.
Virtus Public Web site   Virtus Investment Partners, Inc.   Monthly with 30 day delay for certain funds; quarterly, 60 days after fiscal quarter end for all others.

 

* A Virtus officer or representative may, from time to time, appear as host or guest of various programming. CNBC requires certain holdings disclosure in order to monitor potential conflicts of interest.

These service providers are required to keep all non-public information confidential and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Funds.

There is no guarantee that the Funds’ policies on use and dissemination of holdings information will protect the Funds from the potential misuse of holdings by individuals or firms in possession of such information.

SERVICES OF THE ADVISER AND SUBADVISERS

The Adviser

The investment adviser to each of the Funds is Virtus Investment Advisers, Inc. (“VIA” or the “Adviser”), which is located at 100 Pearl Street, Hartford, CT 06103. VIA was originally organized in 1932 as John P. Chase, Inc. VIA acts as the investment adviser for over 50 mutual funds and as adviser to institutional clients. As of September 30, 2012, VIA had approximately $27.4 billion in assets under management.

VIA is a wholly-owned indirect subsidiary of Virtus. The principal offices of Virtus are located at 100 Pearl Street, Hartford, CT 06103.

The Adviser provides certain services and facilities required to carry on the day-to-day operations of each of the Funds (for which it receives a management fee) other than the costs of printing and mailing proxy materials, reports and notices to shareholders; outside legal and auditing services; regulatory filing fees and expenses of printing the Trust’s registration statements (but the Distributor purchases such copies of the Trust’s prospectuses and reports and communications to shareholders as it may require for sales purposes); insurance expense; association membership dues; brokerage fees; and taxes.

Each Fund will pay expenses incurred in its own operation and will also pay a portion of the Trust’s general administration expenses allocated on the basis of the asset values of the respective Funds.

As compensation for its services to the below Funds, the Adviser receives a fee, which is accrued daily against the value of each Fund’s net assets and paid monthly at the following annual rates. Alternatives Diversifier Fund does not pay an investment management fee.

 

Premium AlphaSector Fund      1.10%   

 

 

42


Table of Contents
          

First
$1 billion

   

Over
$1 billion

 
AlphaSector Rotation Fund        0.45     0.40
Bond Fund        0.45     0.40
EM Bond Fund        0.75     0.70
EM Equity Income Fund        1.05     1.00
Greater Asia Fund        1.00     0.95
Greater European Fund        0.85     0.80
Herzfeld Fund        1.00     0.95
International Small-Cap Fund        1.00     0.95
Wealth Masters Fund        0.85     0.80
    

First
$1 billion

   

$1+ billion
through $2 billion

   

$2+ billion

 
CA Tax-Exempt Bond Fund      0.45     0.40     0.35
Global Commodities Fund      1.00     0.95     0.90
Global Dividend Fund      0.65     0.60     0.55
Global Opportunities Fund      0.85     0.80     0.75
Global Real Estate Fund      0.85     0.80     0.75
High Yield Fund      0.65     0.60     0.55
International Real Estate Fund      1.00     0.95     0.90
Multi-Sector Fixed Income Fund      0.55     0.50     0.45
Multi-Sector Short Term Bond Fund      0.55     0.50     0.45
Real Estate Fund      0.75     0.70     0.65
Senior Floating Rate Fund      0.60     0.55     0.50
    

First
$2 billion

   

$2+ billion
through $4 billion

   

$4+ billion

 
Allocator Premium AlphaSector Fund      1.10     1.05     1.00
Disciplined Bond Fund      0.80     0.75     0.70
Disciplined Country Fund      1.10     1.05     1.00
Disciplined Equity Fund      1.00     0.95     0.90
Foreign Opportunities Fund      0.85     0.80     0.75
Global Premium AlphaSector Fund      1.10     1.05     1.00
International Equity Fund      0.85     0.80     0.75

Virtus Dynamic AlphaSector Fund pays VIA an investment management fee that is accrued daily at an annual base rate of 1.50% of the first $1 billion of the fund’s average daily Managed Assets and 1.40% of the fund’s average daily Managed Assets of the fund exceeding $1 billion. “Managed Assets” means the total assets of the fund, including any assets attributable to borrowings, minus the fund’s accrued liabilities other than such borrowings. This fee is subject to a performance adjustment in accordance with a rate schedule (the “fulcrum fee”). The performance adjustment increases or decreases the management fee based on how well the fund has performed relative to the S&P 500 ® Index (the “Index”). The fee rate will be adjusted by adding or subtracting 0.10% (10 basis points) for each 1.00% of absolute performance by which the fund’s performance exceeds or lags that of the Index. The maximum performance adjustment is plus or minus 1.00% (100 basis points), which would occur if the fund performed 10 percentage points better or worse than the Index.

Performance is measured for purposes of the performance adjustment over the most recent 36-month period ( i.e. , a rolling 36-month period), consisting of the current month for which performance is available plus the previous 35 months. This comparison will be made, and the advisory fee adjusted, at the end of each month. During the period from February 6, 2012 (the date on which the investment management fee was amended to include the performance adjustment) to February 5, 2013, no performance adjustment will apply, and the fund will pay the base fee as it currently does. VIA will be entitled to receive a performance adjustment only after completion of this initial twelve-month period. Beginning on February 6, 2013, the performance adjustment will be calculated based upon the cumulative performance period since February 6, 2012; after 36 months have elapsed since that date, the fund will begin calculating the performance adjustment based upon the most recent 36-month period on a rolling basis. In calculating the fund’s investment management fee when the performance adjustment applies, the fee rate as adjusted will be multiplied by the fund’s average daily Managed Assets over the same time period used to determine the level of the adjustment (generally, a rolling 36-month period, as set forth above).

 

 

43


Table of Contents

Any performance adjustment will be based upon the fund’s performance compared to the performance of the Index. A performance adjustment will not be based on whether the fund’s absolute performance is positive or negative, but rather based on whether the fund’s performance is better or worse than the performance of the Index. The fund could therefore pay a performance adjustment for positive relative performance even if the fund’s shares decrease in value, so long as the fund’s performance exceeds that of the Index.

The Adviser has agreed to limit certain of the Funds’ total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses, if any) so that expenses do not exceed, on an annualized basis, the amounts indicated in the following table.

 

    

Type*

   

Class A

   

Class B

   

Class C

   

Class I

   

Class T

 
Allocator Premium AlphaSector Fund      V        1.75     N/A        2.50     1.50%        N/A   
Bond Fund      V        0.85     1.60     1.60     0.60%        N/A   
CA Tax-Exempt Bond Fund      V        0.85     N/A        N/A        0.60%        N/A   
Disciplined Bond Fund      C ( 1 )       1.40     N/A        2.15     1.15%        N/A   
Disciplined Country Fund      C ( 1 )       1.60     N/A        2.35     1.35%        N/A   
Disciplined Equity Fund      C ( 1 )       1.70     N/A        2.45     1.45     N/A   
EM Debt Fund      C (1)       1.35     N/A        2.10     1.10     N/A   
EM Equity Income Fund      C (1)       1.75     N/A        2.50     1.50     N/A   
Global Commodities Fund      V        1.65     N/A        2.40     1.40     N/A   
Global Opportunities Fund      V        1.55     2.30     2.30     1.30     N/A   
Global Premium AlphaSector Fund      V        1.75     N/A        2.50     1.50     N/A   
Global Real Estate Fund      V        1.40     N/A        2.15     1.15     N/A   
Greater Asia Fund      V        1.80     N/A        2.55     1.55     N/A   
Greater European Fund      V        1.45     N/A        2.20     1.20     N/A   
Herzfeld Fund      C (1)       1.60     N/A        2.35     1.35     N/A   
High Yield Fund      V        1.15     1.90     1.90     0.90     N/A   
International Equity Fund      V        1.50     N/A        2.25     1.25     N/A   
International Real Estate Fund      V        1.50     N/A        2.25     1.25     N/A   
International Small-Cap Fund      C (1)       1.60     N/A        2.35     1.35     N/A   
Multi-Sector Short Term Bond Fund      V        1.10     1.60     1.35     0.85     1.85
Premium AlphaSector Fund      V        1.70     N/A        2.45     1.45     N/A   
Senior Floating Rate Fund ( 2 )      V        1.20     N/A        1.95     0.95     N/A   
Wealth Masters Fund      C (1)       1.45     N/A        2.20     1.20     N/A   

 

* V = Voluntary; C = Contractual
(1) Through January 31, 2014.
(2) Excludes leverage expenses, if any.

Following the contractual period, if any, the Adviser may discontinue these expense limitation arrangements at any time. The Adviser may recapture operating expenses waived or reimbursed under these arrangements for a period of three years following the end of the fiscal period in which such waiver or reimbursement occurred.

For services to the Funds during the fiscal years ended September 30, 2010, 2011 and 2012 the Adviser received fees of $37,356,830, $58,999,279 and $89,966,266 respectively, under the investment advisory agreements in effect. Of these totals, the Adviser received fees from each Fund (including its Predecessor Fund) as follows:

 

Fund Name

  

2010

    

2011

    

2012

 
Allocator Premium AlphaSector Fund      N/A       $ 143,547       $ 2,186,507   
AlphaSector Rotation Fund    $ 1,270,559         2,080,758         2,039,690   
Alternatives Diversifier Fund      253,374         38,968         N/A   
Bond Fund      943,596         729,909         688,431   
CA Tax-Exempt Bond Fund      263,842         252,956         261,354   
Dynamic AlphaSector Fund      1,347,274         1,099,014         1,323,525   
EM Debt Fund      N/A         N/A         12,359   
EM Equity Income Fund      N/A         N/A         3,615   
Foreign Opportunities Fund      9,848,027         9,710,172         9,211,639   
Global Commodities Fund      N/A         53,110         194,749   
Global Dividend Fund      513,405         452,640         498,259   
Global Opportunities Fund      492,712         524,389         688,357   

 

44


Table of Contents

Fund Name

  

2010

    

2011

    

2012

 
Global Premium AlphaSector Fund      N/A         52,143         717,424   
Global Real Estate Fund      21,855         41,701         92,550   
Greater Asia Fund      79,204         118,187         85,250   
Greater European Fund      51,803         44,824         48,448   
Herzfeld Fund      N/A         N/A         667   
High Yield Fund      605,161         655,825         626,684   
International Equity Fund      764         141,231         170,435   
International Real Estate Fund      280,777         304,067         280,462   
International Small-Cap Fund      N/A         N/A         1,999   
Multi-Sector Fixed Income Fund      1,095,017         1,249,863         1,699,037   
Multi-Sector Short Term Bond Fund      13,165,242         19,023,014         25,176,631   
Premium AlphaSector Fund      153,990         12,544,437         32,571,304   
Real Estate Fund      6,642,241         7,968,148         8,916,412   
Senior Floating Rate Fund      701,134         2,019,176         2,469,900   
Wealth Masters Fund      N/A         N/A         578   

The Subadvisers

BMO Asset Management Corp. (“BMO AM”)

BMO AM (formerly Harris Investment Management, Inc.) is the subadviser to Global Commodities Fund. BMO AM, an investment adviser under the Investment Advisers Act of 1940, as amended, is located at 115 South LaSalle Street, 11th Floor, P.O. Box 755, Chicago, IL 60603. BMO AM has been an investment adviser since 1989. BMO AM is a wholly-owned subsidiary of BMO Financial Corp., which is wholly owned by Bank of Montreal, a publicly-held Canadian diversified financial services company. As of September 30, 2012, BMO AM had approximately $32 billion in assets under management.

The Subadvisory Agreement provides that VIA will delegate to BMO AM the performance of certain of its investment management services under the Investment Advisory Agreement with Global Commodities Fund. BMO AM will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays BMO AM at the rate of 50% of the net advisory fee paid by Global Commodities Fund.

Coxe Advisors LLP (“Coxe”)

Coxe is the sub-subadviser to Global Commodities Fund. Coxe is located at 190 South LaSalle Street, Chicago, IL 60603. Coxe has been an investment adviser since 2009. As of September 30, 2012, Coxe had approximately $448 million in assets under management.

The Sub-subadvisory Agreement provides that Harris will delegate to Coxe the performance of certain of its investment management services under the Subadvisory Agreement with Global Commodities Fund. Coxe will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as sub-subadviser, Harris pays Coxe at the rate of 40% of its subadvisory fee.

Duff & Phelps Investment Management Co. (“Duff & Phelps”)

Duff & Phelps, an affiliate of VIA, is the subadviser to Global Dividend Fund, Global Real Estate Fund, International Real Estate Fund and Real Estate Fund and is located at 200 South Wacker Drive, Suite 500, Chicago, Illinois 60606. Duff & Phelps acts as subadviser to mutual funds and as adviser or subadviser to closed-end mutual funds and to institutional clients. As of September 30, 2012, Duff & Phelps had approximately $9.1 billion in assets under management on a discretionary basis.

The Subadvisory Agreement provides that VIA will delegate to Duff & Phelps the performance of certain of its investment management services with respect to the each of the Funds for which Duff & Phelps acts as a subadviser. Duff & Phelps will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays Duff & Phelps a fee at the rate of 50% of the net investment management fee paid by each applicable fund.

 

45


Table of Contents

Euclid Advisors LLC (“Euclid”)

Euclid, an affiliate of VIA, is the subadviser to Allocator Premium AlphaSector Fund, Alternatives Diversifier Fund, AlphaSector Rotation Fund, Dynamic Alpha Sector Fund, Global Premium AlphaSector Fund and Premium AlphaSector Fund and is located at 100 Pearl Street, Hartford, CT 06103. Euclid serves as subadviser to mutual funds. As of September 30, 2012, Euclid had approximately $5.8 billion in assets under management.

The Subadvisory Agreement provides that VIA will delegate to Euclid the performance of certain of its investment management services with respect to each fund for which Euclid acts as a subadviser. Euclid will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser to Allocator Premium AlphaSector Fund, AlphaSector Rotation Fund, Global Premium AlphaSector Fund and Premium AlphaSector Fund, VIA pays Euclid a fee at the rate of 20% of the net investment management fee paid by each such fund. For Dynamic AlphaSector Fund, VIA pays Euclid a fee at the rate of 20% of the net investment management fee, as adjusted upward or downward by applying 26% of the performance adjustment. See “The Adviser” for a description of the performance adjustment applicable to the investment management fees paid by Dynamic AlphaSector Fund. There is no fee payable to Euclid for its services to Alternatives Diversifier Fund.

F-Squared Alternative Investments, LLC (“F-Squared Alternative”)

F-Squared Alternative serves as the limited services subadviser to Dynamic AlphaSector Fund and is located at 2221 Washington Street, Suite 201, Newton, MA 02462. F-Squared Alternative has been an investment adviser since 2011 and provides investment management and advisory services to institutional and separately managed accounts. As of September 30, 2012, F-Squared Alternative had approximately $14 million in assets under management.

The Subadvisory Agreement provides that VIA will delegate to F-Squared Alternative the performance of certain of its investment management services with respect to Dynamic AlphaSector Fund. F-Squared Alternative will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as limited services subadviser for Dynamic AlphaSector Fund, VIA pays F-Squared Alternative a fee at the rate of 53.3% of the net investment management fee as adjusted upward or downward by applying 74% of the performance adjustment. See “The Adviser” for a description of the performance adjustment applicable to the investment management fees paid by Dynamic AlphaSector Fund.

F-Squared Institutional Advisors, LLC (“F-Squared Institutional”)

F-Squared Institutional serves as the limited services subadviser to Allocator Premium AlphaSector Fund, AlphaSector Rotation Fund, Global Premium AlphaSector Fund, and Premium AlphaSector Fund and is located at 2221 Washington Street, Suite 201, Newton, MA 02462. F-Squared Institutional has been an investment adviser since 2010 and provides investment management and advisory services to institutional and separately managed accounts. As of September 30, 2012, F-Squared Institutional had approximately $5.3 billion in assets under management.

The Subadvisory Agreement provides that the VIA will delegate to F-Squared Institutional the performance of certain of its investment management services with respect to each Fund for which F-Squared Institutional acts as a subadviser. F-Squared Institutional will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as limited services subadviser to Allocator Premium AlphaSector Fund, Global Premium AlphaSector Fund and Premium AlphaSector Fund, VIA pays F-Squared Institutional a fee at the rate of 50% of the net investment management fee paid by each such Fund. For its services as limited services subadviser for AlphSector Rotation Fund, VIA pays F-Squared Institutional a fee which is calculated at the rate of 0.20% on the first $1 billion of the average daily net assets of the Fund, and 0.175% on the Fund’s assets over $1 billion.

Thomas J. Herzfeld Advisors, Inc. (”Herzfeld”)

Herzfeld is the subadviser to Herzfeld Fund and is located at 119 Washington Street, Suite 504, Miami, FL 33139. Herzfeld has specialized in the closed-end fund industry since its founding in 1984. As of September 30, 2012, Herzfeld had $153 million in assets under management.

The Subadvisory Agreement provides that VIA will delegate to Herzfeld the performance of certain of its investment management services under the Investment Advisory Agreement with respect to Herzfeld Fund. Herzfeld will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays Herzfeld a fee at the rate of 50% of the net investment management fee paid by Herzfeld Fund.

 

46


Table of Contents

Horizon Asset Management LLC. (“Horizon”)

Horizon is the subadviser to Wealth Masters Fund and is located at 470 Park Avenue South, New York, NY 10016 and has been an investment adviser since 1994. Horizon is owned by Horizon Kinetics, LLC (“Horizon Kinetics”), an independently owned and operated firm formed in May 2011. As of September 30, 2012, Horizon Kinetics had approximately $7.1 billion in assets under management.

The Subadvisory Agreement provides that VIA will delegate to Horizon the performance of certain of its investment management services under the Investment Advisory Agreement with respect to Wealth Masters Fund. Horizon will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays Horizon a fee at the rate of 50% of the net investment management fee paid by Wealth Masters Fund.

Kayne Anderson Rudnick Investment Management, LLC (“Kayne”)

Kayne, an affiliate of VIA, is the subadviser to International Small-Cap Fund and is located at 1800 Avenue of the Stars, 2nd Floor, Los Angeles, CA 90067. Kayne acts as subadviser to mutual funds and as investment adviser to institutions and individuals. As of September 30, 2012, Kayne had approximately $6.7 billion in assets under management.

The Subadvisory Agreement provides that VIA will delegate to Kayne the performance of certain of its investment management services under the Investment Advisory Agreement with respect to International Small-Cap Fund. Kayne will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays Kayne 50% of the net investment management fee paid by International Small-Cap Fund.

Kleinwort Benson Investors International, Ltd. (“KBI”)

KBI is the subadviser to EM Equity Income Fund and is located at One Rockefeller Plaza, 32 nd Floor, New York, NY 10020. As of September 30, 2012, KBI had $4.3 billion in assets under management.

The Subadvisory Agreement provides that VIA will delegate to KBI the performance of certain of its investment management services under the Investment Advisory Agreement with respect to EM Equity Income Fund. KBI will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays KBI a fee at the rate of 50% of the net investment management fee paid by EM Equity Income Fund.

Newfleet Asset Management, LLC (“Newfleet”)

Newfleet, an affiliate of VIA, is the subadviser to Bond Fund, CA Tax-Exempt Bond Fund, EM Bond Fund, High Yield Fund, Multi-Sector Fixed Income Fund, Multi-Sector Short Term Bond Fund and Senior Floating Rate Fund. Newfleet has locations at 909 Montgomery Street, San Francisco, California 94133 and 100 Pearl Street, Hartford, CT 06103. Newfleet acts as subadviser to mutual funds and as investment adviser to institutions and individuals. As of September 30, 2012, Newfleet had approximately $10.2 billion in assets under management.

The Subadvisory Agreement provides that VIA will delegate to Newfleet the performance of certain of its investment management services under the Investment Advisory Agreement with respect to each of the Funds for which Newfleet acts as a subadviser. Newfleet will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays Newfleet a fee at the rate of 50% of the net investment management fee paid by each fund.

Newfound Investments, LLC (“Newfound”)

Newfound, an affiliate of VIA, is the subadviser to Disciplined Bond Fund, Disciplined Country Fund and Disciplined Equity Fund and is located at 100 Pearl Street, Hartford, CT 06103. Newfound acts as subadviser to mutual funds. As of December 31, 2012, Newfound had approximately $3 million in assets under management.

The Subadvisory Agreement provides that VIA will delegate to Newfound the performance of certain of its investment management services under the Investment Advisory Agreement with respect to each of the Funds for which Newfound acts as a subadviser. Newfound will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays Newfound a fee at the rate of 50% of the net investment management fee paid by each fund.

 

47


Table of Contents

Pyrford International Ltd. (“Pyrford”)

Pyrford is the subadviser to International Equity Fund and is located at 79 Grosvenor Street, London, U.K. Pyrford is a wholly-owned subsidiary of the Bank of Montreal Capital Markets Holdings Ltd, a BMO Financial Group company. As part of BMO’s private client group, Pyrford provides wealth management services to clients in North America, Middle East, UK and Europe. As of September 30, 2012, Pyrford had $6.4 billion under management.

The Subadvisory Agreement provides that VIA will delegate to Pyrford the performance of certain of its investment management services under the Investment Advisory Agreement with respect to International Equity Fund. Pyrford will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays Pyrford a fee at the rate of 50% of the net investment management fee paid by International Equity Fund.

Vontobel Asset Management, Inc. (“Vontobel”)

Vontobel Asset Management, Inc., formerly named Vontobel USA Inc. (“Vontobel”), 1540 Broadway, 38 th Floor, New York, NY 10036, is the subadviser to Foreign Opportunities Fund, Global Opportunities Fund, Greater Asia Fund and Greater European Fund. Vontobel is a wholly-owned subsidiary of Vontobel Holding AG, a Swiss bank holding company which is traded on the Swiss Stock Exchange. As of September 30, 2012, Vontobel had in excess of $32 billion in assets under management.

The Subadvisory Agreement provides that VIA will delegate to Vontobel the performance of certain of its investment management services under the Investment Advisory Agreement with respect to each of the Funds for which Vontobel acts as a subadviser. Vontobel will furnish at its own expense the office facilities and personnel necessary to perform such services.

For its services as subadviser, VIA pays Vontobel a fee at the rate of 50% of the net investment management fee paid by each Fund for which Vontobel acts as a subadviser.

Total subadvisory fees paid by VIA to the respective subadvisers for managing the Funds for the fiscal years ended September 30, 2010, 2011 and 2012 were:

 

Fund Name

  

2010

   

2011

   

2012

 
Allocator Premium AlphaSector      N/A      $ 45,174      $ 1,555,886   
AlphaSector Rotation Fund    $ 565,547        924,782        1,314,467   
Alternatives Diversifier Fund      N/A        N/A        N/A   
Bond Fund      485,920        364,954        344,215   
Dynamic AlphaSector Fund      582,283        439,200        624,624   
EM Debt Fund      N/A        N/A        6,180   
EM Equity Income Fund      N/A        N/A        (12,880
CA Tax-Exempt Bond Fund      N/A        N/A        130,677   
Foreign Opportunities Fund      4,924,013        4,855,087        4,605,820   
Global Commodities Fund      N/A        (15,708     78,567   
Global Dividend Fund      256,703        226,324        249,130   
Global Opportunities Fund      222,447        224,167        340,407   
Global Premium AlphaSector Fund      N/A        (3,896     496,218   
Global Real Estate Fund      10,928        20,851        46,275   
Greater Asia Fund      (9,910     (4,843     (23,580
Greater European Fund      (13,831     (19,217     (14,892
Herzfeld Fund      N/A        N/A        (12,880
High Yield Fund      302,580        327,913        313,342   
International Equity Fund    $ (7,772   $ 17,794      $ 59,792   
International Real Estate Fund      140,389        152,033        140,231   
International Small-Cap Fund      N/A        N/A        999   
Multi-Sector Fixed Income Fund      519,460        561,498        849,518   
Multi-Sector Short Term Bond Fund      6,248,260        8,527,099        12,588,316   
Premium AlphaSector Fund      65,069        6,255,617        22,799,913   
Real Estate Fund      3,321,121        3,984,074        4,458,206   
Senior Floating Rate Fund      350,567        897,256        1,234,950   
Wealth Masters Fund      N/A        N/A        (14,420

 

48


Table of Contents

Investment Advisory and Subadvisory Agreements

Under the Investment Advisory Agreement, VIA is not liable to the Trust or any shareholder for any error of judgment or mistake of law or any loss suffered by the Trust or any shareholder in connection with the Investment Advisory Agreement, except a loss resulting from VIA’s willful misfeasance, bad faith, gross negligence or reckless disregard of duty. Under the Subadvisory Agreements, each of the subadvisers is not liable for actions taken in its best professional judgment, in good faith and believed by it to be authorized, provided such actions are not in breach of the Funds’ investment objectives, policies and restrictions or the result of willful misfeasance, bad faith, gross negligence or breach of duty or obligations.

The Investment Advisory Agreement may be modified or amended only with the approval of the holders of a majority of the applicable Fund’s outstanding shares and by a vote of the majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) (the “Independent Trustees”). The Subadvisory Agreements may be amended at any time by written agreement among the applicable subadviser, the Adviser and the Trust, except that any changes to the duties of and fees payable to the subadviser will also be subject to the approval of the Trustees and, subject to certain exceptions, a majority of the applicable Fund’s outstanding shares. Unless terminated, the Investment Advisory Agreement and the Subadvisory Agreements continue in full force and effect as long as each is approved annually by a majority vote of the Trustees or by a vote of the holders of a majority of the outstanding shares of the applicable Fund, but in either event it also must be approved by a vote of a majority of the Independent Trustees, cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement may be terminated without penalty by any party upon 60 days written notice and automatically terminates in the event of its assignment. Each Subadvisory Agreement may be terminated without penalty by any party upon 30 days written notice, except the Subadvisory Agreement with Newfleet which may be terminated by any party upon 60 days written notice, and each automatically terminates in the event of its assignment. In the event of termination of the Investment Advisory Agreement, or at the request of VIA, the Trust and the Funds will eliminate all reference to “Virtus” from their names.

Each Fund’s Investment Advisory and Subadvisory Agreements provide that the Adviser and Subadviser may render similar services to others so long as the services provided thereunder are not impaired thereby.

The Trust, its Adviser, subadvisers and Distributor have each adopted a Code of Ethics pursuant to Rule 17-j1 under the 1940 Act. Personnel subject to the Codes of Ethics may purchase and sell securities for their personal accounts, including securities that may be purchased, sold or held by the Funds, subject to certain restrictions and conditions. Generally, personal securities transactions are subject to preclearance procedures, reporting requirements and holding period rules. The Codes also restrict personal securities transactions in private placements, IPOs and securities in which the Funds have a pending order. The Trust has also adopted a Senior Management Code of Ethics as required by Section 406 of the Sarbanes-Oxley Act of 2002.

Board of Trustees’ Consideration of Investment Advisory Agreement and Subadvisory Agreements

Except as otherwise set forth below, a discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreements is expected to be available in the funds’ 2013 semiannual report, covering the period October 1, 2012 through March 31, 2013. With respect to EM Debt Fund, EM Equity Income Fund, Herzfeld Fund, Virtus International Small-Cap Fund and Wealth Masters Fund, a discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreements is available in the funds’ 2012 annual report, covering the period from inception on September 5, 2012 through September 30, 2012. With respect to Disciplined Bond Fund, Disciplined Equity Fund and Disciplined Country Fund, a discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreements is expected to be available in the funds’ 2013 semiannual report, covering the period from inception on December 18, 2012 through March 31, 2013.

Description of Proxy Voting Policy

The Trust has adopted on behalf of the Funds a Statement of Policy with Respect to Proxy Voting (the “Policy”) stating the Trust’s intention to exercise stock ownership rights with respect to portfolio securities in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Funds. The Funds have committed to analyze and vote all proxies that are likely to have financial implications, and where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Funds must also identify potential or actual conflicts of interest in voting proxies and must address any such conflict of interest in accordance with the Policy.

The Policy stipulates that the Funds’ adviser will vote proxies or delegate such responsibility to a subadviser. The adviser or subadviser will vote proxies in accordance with this Policy, or its own policies and procedures, which in no event will conflict with the Trust’s Policy. Any adviser or subadviser may engage a qualified, independent organization to vote proxies on its behalf (a “delegate”). Matters that may affect substantially the rights and privileges of the holders of securities to be voted will be analyzed and voted on a case-by-case basis taking into consideration such relevant factors as enumerated in the Policy. The views of management of a portfolio company will be considered.

 

49


Table of Contents

The Policy specifies certain factors that will be considered when analyzing and voting proxies on certain issues, including, but not limited to:

 

 

Corporate Governance Matters—tax and economic benefits of changes in the state of incorporation; dilution or improved accountability associated with anti-takeover provisions such as staggered boards, poison pills and supermajority provisions.

 

 

Stock Option and Other Management Compensation Issues—executive pay and spending on perquisites, particularly in conjunction with sub-par performance and employee layoffs.

 

 

Social and Corporate Responsibility Issues—the adviser or subadvisers will generally vote against shareholder social and environmental issue proposals.

The Funds and their delegates seek to avoid actual or perceived conflicts of interest of Fund shareholders, on the one hand, and those of the adviser, subadvisers, delegate, Distributor, or any affiliated person of the Funds, on the other hand. Depending on the type and materiality, any conflicts of interest will be handled by (i) relying on the recommendations of an established, independent third party proxy voting vendor; (ii) voting pursuant to the recommendation of the delegate; (iii) abstaining; or (iv) where two or more delegates provide conflicting requests, voting shares in proportion to the assets under management of each delegate. The Policy requires each adviser, subadviser or delegate to notify the President of the Trust of any actual or potential conflict of interest. No adviser, subadviser or delegate may waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board of Trustees or the President of the Trust.

The Policy further imposes certain record keeping and reporting requirements on each adviser, subadviser or delegate. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, is available free of charge by calling, toll-free, 800 243-1574, or on the SEC’s Web site at sec.gov .

PORTFOLIO MANAGERS

Compensation of Portfolio Managers of Duff & Phelps, Euclid, Kayne, Newfleet and Newfound

Virtus and certain of its affiliated investment management firms, including Duff & Phelps, Euclid, Kayne, Newfleet and Newfound (collectively, “Virtus”), believe that the firm’s compensation program is adequate and competitive to attract and retain high-caliber investment professionals. Investment professionals at Virtus receive a competitive base salary, an incentive bonus opportunity and a benefits package. Certain professionals who supervise and manage others also participate in a management incentive program reflecting their personal contribution and team performance. Certain key individuals also have the opportunity to take advantage of a long-term incentive compensation program, including potential awards of Virtus restricted stock units (“Virtus RSUs”) with multi-year vesting, subject to Virtus board of directors’ approval.

Following is a more detailed description of Virtus’ compensation structure.

Base Salary. Each portfolio manager is paid a fixed base salary, which is designed to be competitive in light of the individual’s experience and responsibilities. Base salary is determined using compensation survey results of investment industry compensation conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.

Incentive Bonus. Annual incentive payments are based on targeted compensation levels, adjusted based on profitability, investment performance factors and a subjective assessment of contribution to the team effort. The short-term incentive payment is generally paid in cash, but a portion may be made in Virtus RSUs. Individual payments are assessed using comparisons of actual investment performance with specific peer group or index measures. (Current benchmarks and/or peer groups are indicated in the table below.) Performance of the Funds managed is generally measured over one-, three- and five year periods and an individual manager’s participation is based on the performance of each Fund/account managed.

 

50


Table of Contents

Fund

  

Benchmark(s) and/or Peer Group

Bond Fund    Barclays Capital U.S. Aggregate Bond Index
CA Tax-Exempt Bond Fund    Lipper California Municipal Debt Universe
EM Debt Fund    Lipper Emerging Markets Debt
Global Dividend Fund    MSCI World Infrastructure Capped Index
Global Real Estate Fund    FTSE EPRA NAREIT Developed Rental Index
High Yield Fund    Barclays Capital U.S. High-Yield 2% Issuer Capped Bond Index
International Real Estate Fund    FTSE Global Rental x U.S. Index
International Small-Cap Fund    Lipper International Small-Mid Cap Blend
Multi-Sector Fixed Income Fund    Lipper Multi-Sector Income Funds
Multi-Sector Short Term Bond Fund    Lipper Short Investment Grade Debt Funds
Real Estate Fund    FTSE NAREIT Equity REITs Index
Senior Floating Rate Fund    Lipper Loan Participation Funds

While portfolio manager compensation contains a performance component, this component is adjusted to reward investment personnel for managing within the stated framework and for not taking unnecessary risk. This approach ensures that investment management personnel remain focused on managing and acquiring securities that correspond to a Fund’s mandate and risk profile and are discouraged from taking on more risk and unnecessary exposure to chase performance for personal gain. Virtus believes it has appropriate controls in place to handle any potential conflicts that may result from a substantial portion of portfolio manager compensation being tied to performance.

Other benefits. Portfolio managers are also eligible to participate in broad-based plans offered generally to employees of Virtus and its affiliates, including 401(k), health and other employee benefit plans.

Compensation of Portfolio Managers of BMO AM (Subadviser to Global Commodities Fund)

The compensation program for investment professionals of BMO AM, including the portfolio managers of Global Commodities Fund, is designed to provide a total compensation package that (a) serves to align employees’ interests with those of their clients and (b) helps management to attract and retain high quality investment professionals.

All investment professionals are compensated through a combination of a fixed base salary and bonus. Senior management retains a national compensation consultant to undertake a study, at least annually, to determine appropriate levels of base compensation for the firm’s investment professionals. Bonus amounts are determined by many factors including: the pre-tax investment performance of the portfolio manager compared to the performance of benchmarks relevant to their managed investment strategies and performance of a peer group of funds and investment managers over a rolling one- and three-year performance period. The relevant benchmarks and peer group for the Global Commodities Fund is set forth below:

 

Fund(s)

  

Benchmark

  

Peer Group

Global Commodities Fund    MSCI ACW Commodity Producers
Sector Capped Index
   None

Additional factors include each individual’s contributions to the success of the firm, and certain other factors at the discretion of senior management. The objective with regard to each component of compensation is to provide competitive compensation to investment professionals.

BMO AM has maintained a deferred incentive compensation program (nonqualified plan) which provides that certain key employees (currently, those who have been designated a Partner or Senior Partner of BMO AM, and including portfolio managers, analysts, and certain non-investment personnel) are granted incentive awards annually, payment of which must be deferred to a future date. Awards to the end of fiscal year 2010 were invested in BMO AM’s managed funds and vest three years from the end of the specific year for which the awards were granted. Awards are payable to participants based on the provisions of the program and the elections of the participants. Beginning in 2011, deferred awards are delivered as Restricted Share Units (RSUs) that reflect the performance of Bank of Montreal common shares on the TSX and earn dividend equivalents in the form of additional units. Also, for key employees, including all senior investment professionals and management direct reports to the President & CEO of BMO AM, a portion of their deferred award are delivered as a Sustained Growth Award (SGA) that has business specific (i.e. BMO AM) post grant performance measures that are directly tied to the longer-term performance of the managed funds and the business as a whole. The incentive pool funding metrics for both the RSU and SGA are aligned to specific business financial objectives and awards vest at the end of three years following the end of the specific year for which the awards were granted. All non-vested awards are forfeited on resignation. The purpose of the deferred programs is to reinforce specific growth objectives, reward individual performance that is focused on the longer-term success of the business and to provide assurance to investors in managed funds/portfolios that key employees have a personal stake in the investment performance of the funds.

 

51


Table of Contents

Compensation of Portfolio Managers of Coxe (Sub-subadviser to Global Commodities Fund)

Coxe Advisors LLP is a limited liability partnership registered in the State of Illinois. Donald Coxe is founder, Managing Partner and majority owner of the firm, holding 85% of outstanding shares. Net income (and net losses) of the firm are allocated to the partners according to the partnership agreement: For his services, Mr. Coxe receives a minimum fee, “hurdle amount” (set by the firm annually) and the distribution of 85% net income of the firm.

Compensation of Portfolio Managers of F-Squared Institutional (Subadviser to Allocator Premium AlphaSector Fund, AlphaSector Rotation Fund, Global Premium AlphaSector Fund and Premium AlphaSector Fund) and F-Squared Alternative (subadviser to Dynamic AlphaSector Fund)

Howard Present is both Portfolio Manager for the AlphaSector Funds as well as CEO of F-Squared Institutional and F-Squared Alternative (“F-Squared”). His compensation includes a base salary and bonus, with the bonus comprised of both cash and equity. The determination of the bonus amount is made by the board of directors of F-Squared Investment Management LLC, parent of F-Squared, based on his responsibilities as CEO.

Compensation of Portfolio Managers of Herzfeld (Subadviser to Herzfeld Fund)

Thomas J. Herzfeld has an employment contract with Thomas J. Herzfeld Advisors, Inc. at a fixed salary plus bonus based on the profitability of the firm. No specific formula is indicated in the contract. Thomas J. Herzfeld Advisors, Inc. is 100% owned by Thomas J. Herzfeld therefore his compensation is directly related to the profitability of the firm.

The compensation of all other employees is at management’s discretion and based on annual year-end reviews or more frequent reviews if requested by the employee. All key personnel are paid by salary and year-end bonus based on the profitability of the firm and the discretion of management.

Employees are paid in cash; however the firm is considering future compensation plans based on cash and stock, perhaps to be rolled out as soon as 2013.

At present, portfolio managers provide input related to their own compensation. There are currently no specific incentives related to specific portfolio performance, but rather to performance of the firm as a whole.

Compensation of Portfolio Managers of Horizon (Subadviser to Wealth Masters Fund)

Compensation for professional and supervisory personnel for the Fund consists of a salary and discretionary bonus. Salary is typically a function of the skill and experience of the particular individual, and discretionary bonuses are based on the overall contribution to the Firm, but are not tied directly to performance. Additionally, shareholders of the Firm, some of whom are team members that will be responsible for management of the Fund, derive benefits normally associated with the ownership of a profitable corporation such as distributions of profits.

Compensation of Portfolio Managers of KBI (Subadviser to EM Equity Income Fund)

Salary—KBI’s compensation structure is one of the most competitive in the industry. Regular surveys of the industry are carried out to ensure that the overall remuneration package remains at the leading edge. In terms of salary, KBI uses a global benefits consulting firm to ensure our salary levels are set competitively against the wider asset management industry.

Bonus—Bonuses are awarded annually. The total pool of money available for bonus payments is driven by the profitability of KBI. In terms of how this gets allocated, the majority of a portfolio manager’s bonus is quantitatively calculated based on relative investment performance. The balance is awarded based on the achievement of personal and team goals. Employees are obliged to take a proportion of their bonus in equity, which vests over a number of years.

Long Term Incentive Program—Certain employees have been awarded parent company shares. These shares vest over a number of years and if the employees leave the shares are forfeited. While KBI does not disclose which employees hold these it is reasonable to assume that the more experienced members of the asset management team and senior management team participate in this retention package.

Compensation of Portfolio Managers of Pyrford (Subadviser to International Equity Fund)

Compensation for investment professionals consists of basic remuneration, which is benchmarked to the external marketplace to ensure it remains competitive. In addition, investment personnel have a proportion of their remuneration, over and above base salary, tied to the investment performance of client accounts. The formula for each professional varies according to their level of portfolio responsibility and seniority.

Bonuses paid to investment professionals include the following additional elements:

 

 

Restricted Share Units (RSU). These units are linked to the value of the share price of the parent group, BMO Financial Group, and mature three years after they are granted. The units accrue dividends announced by the company and distribution is made in cash based on the final share price.

 

52


Table of Contents
 

Sustained Growth Award (SGA). These units are linked specifically to the performance of Pyrford, including the profitability and investment performance of the firm as a whole. The units mature three years after they are granted and the final value is determined by the business’ previous three year performance.

The possibility of conflicts of interest where a manager might take undue risks to boost lagging performance is prevented through the oversight of the portfolio by the Investment Chairman and Chief Investment Officer. This oversight prevents “style drift” and ensures that the portfolio remains consistent with the prevailing Pyrford philosophy.

Compensation of Portfolio Managers of Vontobel (Subadviser to Foreign Opportunities Fund, Global Opportunities Fund, Greater Asia Fund and Greater European Fund)

The portfolio manager’s compensation consists of two components. The first component is base salary, which is fixed. The second component of compensation is a small percentage of the gross revenues received by Vontobel which are generated by the products that the portfolio manager manages. Payment of a portion of the revenue share is deferred for a three-year period. The portfolio managers do not receive any compensation directly from the Funds or the Adviser.

Other Accounts Managed by Portfolio Managers and Potential Conflicts of Interest

There may be certain inherent conflicts of interest that arise in connection with the portfolio managers’ management of a Fund’s investments and the investments of any other accounts they manage. Such conflicts could include the aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the adviser may have in place that could benefit the Funds and/or such other accounts. The Board of Trustees has adopted on behalf of the Funds policies and procedures designed to address any such conflicts of interest to ensure that all transactions are executed in the best interest of the Funds’ shareholders. Each adviser is required to certify its compliance with these procedures to the Board of Trustees on a quarterly basis. There have been no material compliance issues with respect to any of these policies and procedures during the Funds’ most recent fiscal year. Additionally, there are no material conflicts of interest between the investment strategy of any Fund and the investment strategy of other accounts managed by portfolio managers since portfolio managers generally manage funds and other accounts having similar investment strategies.

The following table provides information as of September 30, 2012, regarding any other accounts managed by the portfolio managers and portfolio management team members for each of the Funds as named in the prospectuses. As noted in the table, the portfolio managers managing the Funds may also manage or be members of management teams for other mutual funds within the Virtus Mutual Fund complex or other similar accounts.

 

Portfolio Manager

       

Registered
Investment
Companies

  

Other Pooled

Investment Vehicles

(PIVs)

  

Other
Accounts

David L. Albrycht   

Number of Accounts Managed:

Assets in Accounts Managed:

   6
$787 million
   0

0

   0

0

Matthew Benkendorf   

Number of Accounts Managed:

Assets in Accounts Managed:

   1
$27.3 million
   2

$762 million

   1

$400 million

Bruce Campbell   

Number of Accounts Managed:

Assets in Accounts Managed:

   0

0

   0

0

   0

0

James Collery   

Number of Accounts Managed:

Assets in Accounts Managed:

   2

$113.4 million

   9

$527.5 million

   12

1.1 billion

Tony Cousins   

Number of Accounts Managed:

Assets in Accounts Managed:

   0

0

   0

0

   0

0

Donald G. M. Coxe   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

19 million

   3

244 million

   10

164 million

David Dickerson   

Number of Accounts Managed:

Assets in Accounts Managed:

   8

$1.8 billion

   0

0

   0

0

Geoffrey Dybas ( 1 )   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$3.3 billion

   1

$48.2 million

   11

$295.3 million

Cecilia Gondor   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$1.1 million

   0

0

   0

0

Frank J. Haggerty, Jr. ( 1 )   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$3.3 billion

   1

$48.2 million

   11

$295.3 million

Timothy M. Heaney   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$337 million

   0

0

   21

$186 million

Erik Herzfeld   

Number of Accounts Managed:

Assets in Accounts Managed:

   2

$31.8 million

   0

0

   218

$121.2 million

 

53


Table of Contents

Portfolio Manager

       

Registered
Investment
Companies

  

Other Pooled

Investment Vehicles

(PIVs)

  

Other
Accounts

Thomas J. Herzfeld   

Number of Accounts Managed:

Assets in Accounts Managed:

   2

$31.8 million

   0

0

   218

$121.2 million

David Hogarty   

Number of Accounts Managed:

Assets in Accounts Managed:

   2

$113.4 million

   9

$527.5 million

   12

$1.1 billion

Corey Hoffstein**   

Number of Accounts Managed:

Assets in Accounts Managed:

   0

0

   0

0

   0

0

Stephen H. Hooker   

Number of Accounts Managed:

Assets in Accounts Managed:

   0

0

   0

0

   0

0

Matthew Houk   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$82 million

   0

0

   0

0

Rajiv Jain ( 2 )   

Number of Accounts Managed:

Assets in Accounts Managed:

   4

$745 million

   14

$7.7 billion

   34

$12.4 billion

Kyle A. Jennings   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$371 million

   0

0

   0

0

Christopher J. Kelleher   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$71 million

   0

0

   0

0

Connie M. Luecke (4)   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$160.7 million

   0

0

   0

0

Ian Madden   

Number of Accounts Managed:

Assets in Accounts Managed:

   2

$113.4 million

   9

$527.5 million

   12

$1.1 billion

Gareth Maher   

Number of Accounts Managed:

Assets in Accounts Managed:

   2

$113.4 million

   9

$527.5 million

   12

$1.1 billion

Daniel McDonagh   

Number of Accounts Managed:

Assets in Accounts Managed:

   0

0

   0

0

   0

0

Carlton Neel   

Number of Accounts Managed:

Assets in Accounts Managed:

   8

$1.8 billion

   0

0

   0

0

Francesco Ossino   

Number of Accounts Managed:

Assets in Accounts Managed:

   0

0

   0

0

   0

0

Howard Present   

Number of Accounts Managed:

Assets in Accounts Managed:

   8

$4.8 billion

   6

$169 million

   141

$3.5 billion

Ernesto Ramos   

Number of Accounts Managed:

Assets in Accounts Managed:

   2

$221 million

   6

$478 million

   14

$355 million

Amy Robinson   

Number of Accounts Managed:

Assets in Accounts Managed:

   6

$4.8 billion

   0

0

   0

0

Daniel Senecal   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$371 million

   0

0

   0

0

Paul Simons   

Number of Accounts Managed:

Assets in Accounts Managed:

   0

0

   0

0

   0

0

Randle L. Smith (4)   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$160.7 million

   0

0

   0

0

Murray Stahl (3)   

Number of Accounts Managed:

Assets in Accounts Managed:

   10

$1.4 billion

   22

$1.1 billion

   691

$1.6 billion

Jonathan R. Stanley   

Number of Accounts Managed:

Assets in Accounts Managed:

   0

0

   0

0

   0

0

Craig Stone   

Number of Accounts Managed:

Assets in Accounts Managed:

   4

$401 million

   0

0

   326

$1.6 billion

Craig Thrasher   

Number of Accounts Managed:

Assets in Accounts Managed:

   1

$5 million

   0

0

   0

0

 

Note: Registered Investment Companies include all open and closed-end mutual funds. Pooled Investment Vehicles (PIVs) include, but are not limited to, securities of issuers exempt from registration under Section 3(c) of the 1940 Act, such as private placements and hedge funds. Other accounts would include, but are not limited to, individual managed accounts, separate accounts, institutional accounts, pension funds, collateralized bond obligations, and collateralized debt obligations.
** As of December 10, 2012

 

54


Table of Contents
(1) Mr. Dybas and Mr. Haggerty are Portfolio Managers for a closed-end registered investment company with $3.3 billion in assets of which $97.7 million are preferred REIT securities.
(2) Mr. Jain is Portfolio Manager for one account which has a performance based fee. The value of the account as of September 30, 2012 was $191 million.
(3) Mr. Stahl is Portfolio Manager for 20 pooled investment vehicles totaling $936 million and 6 other advisory accounts totaling $220 million that have a performance based fee.
(4) Ms. Luecke and Mr. Smith are Portfolio Managers for a closed-end registered investment company with $160.7 million in assets of which $99.3 million are equity infrastructure securities.

Ownership of Fund Securities by Portfolio Managers

The following chart sets forth the dollar range of equity securities beneficially owned by each portfolio manager in the Fund(s) described in the prospectus that he or she manages as of September 30, 2012, or as of footnoted date:

 

Portfolio Manager

  

Dollar Range of Equity Securities

Beneficially Owned in

Fund Managed

David L. Albrycht   

Bond Fund – None

EM Debt Fund – None

High Yield Fund – None

Multi-Sector Fixed Income Fund – $100,001-$500,000

Multi-Sector Short Term Bond Fund – over $1,000,000

Senior Floating Rate Fund – $100,001-$500,000

Matthew Benkendorf   

Foreign Opportunities Fund – $100,001-$500,000

Global Opportunities Fund – $500,001-$1,000,000

Greater European Fund – $100,001-$500,000

Greater Asia Fund – $10,001-$50,000

Bruce Campbell    International Equity Fund – None
James Collery    EM Equity Income Fund – None
Tony Cousins    International Equity Fund – None
Donald G. M. Coxe    Global Commodities Fund – None
David Dickerson    Alternatives Diversifier Fund – $50,001-$100,000
Geoffrey Dybas   

Global Real Estate Fund – $10,001-$50,000

International Real Estate Fund – $10,001-$50,000

Real Estate Fund – $50,001-$100,000

Cecilia L. Gondor    Herzfeld Fund – None
Frank J. Haggerty, Jr.   

Global Real Estate Fund – None

International Real Estate Fund – $10,001-$50,000

Real Estate Fund – $10,001-$50,000

Erik M. Herzfeld    Herzfeld Fund – None
Thomas J. Herzfeld    Herzfeld Fund – None
Corey Hoffstein   

Disciplined Equity Fund – None*

Disciplined Bond Fund – None*

Disciplined Country Fund – None*

David Hogarty    EM Equity Income Fund – None
Stephen H. Hooker    EM Debt Fund – None
Matthew Houk    Wealth Masters Fund – None
Timothy M. Heaney    CA Tax-Exempt Bond Fund – None
Rajiv Jain   

Foreign Opportunities Fund – Over $1,000,000

Global Opportunities Fund – Over $1,000,000

Greater Asia Fund – Over $1,000,000

Kyle A. Jennings   

High Yield Fund – None

Senior Floating Rate Fund – None

Christopher J. Kelleher    Bond Fund – None
Connie M. Luecke    Global Dividend Fund – $100,001-$500,000
Ian Madden    EM Equity Income Fund – None
Gareth Maher    EM Equity Income Fund – None
Daniel McDonagh    International Equity Fund – None
Carlton Neel    Alternatives Diversifier Fund – $10,001-$50,000

 

55


Table of Contents

Portfolio Manager

  

Dollar Range of Equity Securities

Beneficially Owned in

Fund Managed

Francesco Ossino   

High Yield Fund – None

Senior Floating Rate Fund – $100,001-$500,000

Howard Present   

Allocator Premium AlphaSector Fund – None

AlphaSector Rotation Fund – None

Dynamic AlphaSector Fund – None

Global Premium AlphaSector Fund – None

Premium AlphaSector Fund – None

Ernesto Ramos    Global Commodities Fund – None
Amy Robinson   

Allocator Premium AlphaSector Fund – None

AlphaSector Rotation Fund – $10,001 – $50,000

Disciplined Equity Fund – None*

Disciplined Bond Fund – None*

Disciplined Country Fund – None*

Dynamic AlphaSector Fund – None

Global Premium AlphaSector Fund – None

Premium AlphaSector Fund – $10,001-$50,000

Daniel Senecal    EM Debt Fund – None
Paul Simons    International Equity Fund – None
Randle L. Smith    Global Dividend Fund – $100,001-$500,000
Murray Stahl    Wealth Masters Fund – None
Jonathan R. Stanley    High Yield Fund – None
Craig Stone    International Small-Cap Fund – None
Craig Thrasher    International Small-Cap Fund – None

 

* As of December 18, 2012, the effective date of the funds noted.

NET ASSET VALUE

The NAV per share of each class of each Fund and each underlying affiliated mutual fund, as applicable, is determined as of the close of regular trading (normally 4 p.m. Eastern time) of the NYSE on days when the NYSE is open for trading. The Funds will not calculate their NAVs per share class on days the NYSE is closed for trading. The NYSE will be closed on the following observed national holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Since the Trust does not price securities on weekends or United States national holidays, the NAV of a Fund’s foreign assets may be significantly affected on days when the investor may not be able to purchase or sell shares of the Funds. The NAV per share of a Fund is determined by adding the values of all securities and other assets of the Fund, subtracting liabilities, and dividing by the total number of outstanding shares of the Fund. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC. The total liability allocated to a class, plus that class’s distribution fee and any other expenses allocated solely to that class, are deducted from the proportionate interest of such class in the assets of the Fund, and the resulting amount of each is divided by the number of shares of that class outstanding to produce the NAV per share.

A security that is listed or traded on more than one exchange generally is valued at the official closing price on the exchange representing the principal exchange for such security. Because of the need to obtain prices as of the close of trading on various exchanges throughout the world, the calculation of NAV may not take place for any Fund which invests in foreign securities contemporaneously with the determination of the prices of the majority of the portfolio securities of such Fund. The foreign currency exchange rate used to price the currency in which foreign securities are denominated is generally the 4 p.m. Eastern Time spot rate. If at any time a Fund has investments where market quotations are not readily available or are determined not to be reliable indicators of the value of the securities priced, such investments are valued at the fair value thereof as determined in good faith in accordance with policies and procedures approved by the Board of Trustees.

HOW TO BUY SHARES

For Class A Shares, Class C Shares and Class T Shares, the minimum initial investment is $2,500 and the minimum subsequent investment is $100. However, both the minimum initial and subsequent investment amounts are $100 for investments pursuant to the “Systematic Purchase” plan, a bank draft investing program administered by the Transfer Agent, or pursuant to the Systematic Exchange privilege or for an individual retirement account (“IRA”). In addition, there

 

56


Table of Contents

are no subsequent minimum investment amounts in connection with the reinvestment of dividend or capital gain distributions. For Class I Shares, the minimum initial investment is $100,000 and there is no subsequent minimum investment. For purchases of Class I Shares (i) by private clients of the adviser, subadviser and their affiliates, (ii) through certain programs and defined contribution plans with which the Distributor or Transfer Agent has an arrangement or (iii) by Trustees of the funds and directors, officers and employees of Virtus and its affiliates, the minimum initial investment is waived. Completed applications for the purchase of shares should be mailed to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.

The Trust has authorized one or more brokers to accept on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Trust’s behalf. The Trust will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, accepts the order. Customer orders will be priced at the Funds’ NAVs next computed after they are received in good order by an authorized broker or the broker’s authorized designee.

ALTERNATIVE PURCHASE ARRANGEMENTS

Shares may be purchased from investment dealers at a price equal to their NAV per share, plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of the purchase (the “initial sales charge alternative”) or (ii) on a contingent deferred basis (the “deferred sales charge alternative”). Certain Funds also offers Class I Shares that may be purchased by certain institutional investors at a price equal to their NAV per share. Orders received by dealers prior to the close of trading on the NYSE are confirmed at the offering price effective at that time, provided the order is received by an authorized broker or broker’s authorized designee prior to its close of business.

The alternative purchase arrangements permit an investor to choose the method of purchasing shares that is more beneficial given the amount of the purchase, the length of time the investor expects to hold the shares, whether the investor wishes to receive distributions in cash or to reinvest them in additional shares of the Funds, and other circumstances. Investors should consider whether, during the anticipated life of their investment in the Fund, the accumulated continuing distribution and services fees and CDSCs on Class C Shares or Class T Shares would be less than the initial sales charge and accumulated distribution services fee on Class A Shares purchased at the same time.

Investors should understand that the purpose and function of the CDSC and ongoing distribution and services fee with respect to the Class C Shares and Class T Shares are the same as those of the initial sales charge and ongoing distribution and services fees with respect to the Class A Shares.

The distribution expenses incurred by the Distributor in connection with the sale of the shares will be paid, in the case of Class A Shares, from the proceeds of the initial sales charge and the ongoing distribution and services fee. In the case of Class B Shares, distribution expenses incurred by the Distributor in connection with the sale of the shares will be paid from the proceeds of the ongoing distribution and services fee and the CDSC incurred upon redemption within five years of purchase for the Fixed Income Fund and within three years of purchase for the Short Term Bond Fund. For Class C Shares, the ongoing distribution and services fee will be used to pay for the distribution expenses incurred by the Distributor. In the case of Class T Shares, distribution expenses incurred by the Distributor in connection with the sale of the shares will be paid from the proceeds of the ongoing distribution and services fee and the CDSC incurred upon redemption within one year of purchase. Sales personnel of broker-dealers distributing the Funds’ shares may receive differing compensation for selling Class A Shares, Class C Shares or Class T Shares.

Dividends paid by the Funds, if any, with respect to each class of shares will be calculated in the same manner at the same time on the same day, except that fees such as higher distribution and service fees relating to each class of shares will be borne exclusively by that class. (See “Dividends, Distributions and Taxes” in this SAI.)

Class A Shares

Class A Shares incur a sales charge when they are purchased and enjoy the benefit of not being subject to any sales charge when they are redeemed, except that a CDSC may apply on certain redemptions made within 18 months following purchases on which a finder’s fee has been paid. For all Virtus fixed income funds, Virtus AlphaSector Rotation Fund and Disciplined Bond Fund, the CDSC is 0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%. The CDSC period begins on the last day of the month preceding the month in which the purchase was made. Such deferred sales charge may be waived under certain conditions as determined by the Distributor. Class A Shares are subject to ongoing service fees at an annual rate of 0.25% of the Trust’s aggregate average daily net assets attributable to the Class A Shares. In addition, certain purchases of Class A Shares qualify for reduced initial sales charges.

 

57


Table of Contents

Class B Shares

NOTE: Class B Shares are no longer available for purchase, except through reinvestment of dividends/capital gain distributions by existing shareholders and exchange of Class B shares of a fund for Class B shares of other Virtus Mutual Funds as permitted by the existing exchange privileges (as set forth in the Funds’ prospectuses).

Class B Shares do not incur a sales charge when they are purchased, but they are subject to a sales charge if they are redeemed within five years of purchase. Class B Shares of the Dynamic AlphaSector Fund do not incur a sales charge when they are purchased, but they are subject to a sales charge if they are redeemed within six years of purchase. Class B Shares of the Short Term Bond Fund do not incur a sales charge when they are purchased, but they are subject to a sales charge if they are redeemed within three years of purchase. The deferred sales charge may be waived in connection with certain qualifying redemptions. (See “Class A Shares, Class B Shares, Class C Shares and Class T Shares—Waiver of Deferred Sales Charges” in this SAI.)

Class B Shares are subject to ongoing distribution and service fees at an annual rate of up to 1.00% of each Fund’s aggregate average daily net assets attributable to the Class B Shares. Class B Shares enjoy the benefit of permitting all of the investor’s dollars to work from the time the investment is made. The higher ongoing distribution and service fees paid by Class B Shares will cause such shares to have a higher expense ratio and to pay lower dividends, to the extent any dividends are paid, than those related to Class A Shares. Class B Shares will automatically convert to Class A Shares eight years after the end of the calendar month in which the shareholder’s order to purchase was accepted. Class B Shares of the Short Term Bond Fund convert to Class A Shares six years after the end of the calendar month in which the shareholder’s order to purchase was accepted. Class B Shares of the Dynamic AlphaSector Fund convert to Class A Shares seven years after the end of the calendar month in which the shareholder’s order to purchase was accepted. The purpose of the conversion feature is to relieve the holders of the Class B Shares that have been outstanding for a period of time sufficient for the Distributor to have been compensated for distribution expenses related to the Class B Shares from most of the burden of such distribution related expenses.

Class B Shares include all shares purchased pursuant to the deferred sales charge alternative which have been outstanding for less than the period ending eight years after the end of the month in which the shares were issued. Class B Shares of the Dynamic AlphaSector Fund include all shares purchased pursuant to the deferred sales charge alternative which have been outstanding for less than the period ending seven years after the end of the month in which the shares were issued. Class B Shares of the Short Term Bond Fund include all shares purchased pursuant to the deferred sales charge alternative which have been outstanding for less than the period ending six years after the end of the month in which the shares were issued. At the end of this period, Class B Shares will automatically convert to Class A Shares and will no longer be subject to the higher distribution and service fees. Such conversion will be on the basis of the relative NAV of the two classes without the imposition of any sales load, fee or other charge.

For purposes of conversion to Class A Shares, shares purchased through the reinvestment of dividends and distributions paid in respect of Class B Shares in a shareholder’s account will be considered to be held in a separate subaccount. Each time any Class B Shares in the shareholder’s account (other than those in the subaccount) convert to Class A Shares, a pro rata portion of the Class B Shares in the subaccount will also convert to Class A Shares.

Class C Shares

Class C Shares are purchased without an initial sales charge but are subject to a deferred sales charge if redeemed within one year of purchase. Class C Shares of the Multi-Sector Short Term Bond Fund are not subject to a sales charge when redeemed. The deferred sales charge may be waived in connection with certain qualifying redemptions. Shares issued in conjunction with the automatic reinvestment of income distributions and capital gain distributions are not subject to any sales charges. Class C Shares are subject to ongoing distribution and service fees of up to 1.00% of each Fund’s aggregate average daily net assets attributable to Class C Shares. Class C Shares of the Multi-Sector Short Term Bond Fund are subject to ongoing distribution and service fees of up to 0.50% of the Funds’ aggregate average daily net assets attributable to Class C Shares. Class C Shares enjoy the benefit of permitting all of the investor’s dollars to work from the time the investment is made. The higher ongoing distribution and services fee paid by Class C Shares will cause such shares to have a higher expense ratio and to pay lower dividends, to the extent any dividends are paid, than those related to Class A Shares. Class C Shares do not convert to another class of shares and long term investors may therefore pay more through accumulated distribution fees than the economic equivalent of any applicable sales charge and accumulated distribution fees in the other classes.

Class T Shares (Short Term Bond Fund Only)

Class T Shares do not incur a sales charge when they are purchased, but they are subject to a sales charge if they are redeemed within the first year of purchase. The deferred sales charge may be waived in connection with certain qualifying redemptions. (See “Class A Shares, Class B Shares, Class C Shares and Class T Shares—Waiver of Deferred Sales Charges”

 

58


Table of Contents

in this SAI.) Class T Shares are subject to an ongoing distribution and services fee at an annual rate of 1.00% of the Short Term Bond Fund’s aggregate average daily net assets attributable to the Class T Shares. Class T Shares enjoy the benefit of permitting all of the investor’s dollars to work from the time the investment is made. The higher ongoing distribution and services fee paid by Class T Shares will cause such shares to have a higher expense ratio and to pay lower dividends, to the extent any dividends are paid, than those related to Class A Shares. Class T Shares of the Short Term Bond Fund do not convert to another class of shares and long term investors may therefore pay more through accumulated distribution fees than the economic equivalent of any applicable sales charge and accumulated distribution fees in the other classes. Class T shares can be exchanged for Class C Shares of any Virtus Mutual Fund.

Class I Shares

Class I Shares are offered primarily to clients of financial intermediaries that (i) charge such clients an ongoing fee for advisory, investment, consulting, or similar services; or (ii) have entered into an agreement with the Distributor or Transfer Agent to offer Class I Shares through a no-load network or platform. Such clients may include pension and profit sharing plans, other employee benefit trusts, endowments, foundations and corporations. Class I Shares are also offered to private and institutional clients of, or referred by, the adviser, the subadvisers or their affiliates, and to Trustees of the funds and trustees/directors of affiliated open- and closed-end funds, and directors, officers and employees of Virtus and its affiliates.

Class A Shares—Reduced Initial Sales Charges

Investors choosing Class A Shares may be entitled to reduced sales charges. The ways in which sales charges may be avoided or reduced are described below. Investors buying Class A Shares on which a finder’s fee has been paid may incur a CDSC if they redeem their shares within 18 months of purchase. For all Virtus fixed income funds and Virtus AlphaSector Rotation Fund, the CDSC is 0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%. The CDSC period begins on the last day of the month preceding the month in which the purchase was made. Such deferred sales charge may be waived under certain conditions as determined by the Distributor or Transfer Agent.

Qualified Purchasers.   If you fall within any one of the following categories, you will not have to pay a sales charge on your purchase of Class A Shares: (1) trustee, director or officer of the Virtus Mutual Funds, or any other mutual fund advised, subadvised or distributed by the adviser, Distributor or any of their corporate affiliates; (2) any director or officer, or any full-time employee or sales representative (for at least 90 days), of the applicable Fund’s adviser, subadviser (if any) or Distributor; (3) any private client of an adviser or subadviser to any Virtus Mutual Fund; (4) registered representatives and employees of securities dealers with whom the Distributor has sales agreements; (5) any qualified retirement plan exclusively for persons described above; (6) any officer, director or employee of a corporate affiliate of the adviser, a subadviser or the Distributor; (7) any spouse, child, parent, grandparent, brother or sister of any person named in (1), (2), (4) or (6) above; (8) employee benefit plans for employees of the adviser, Distributor and/or their corporate affiliates; (9) any employee or agent who retires from the Distributor and/or their corporate affiliates, or from Phoenix Life Insurance Company and its corporate affiliates (“PNX”) as long as, with respect to PNX employees or agents, such individual was employed by PNX prior to December 31, 2008; (10) any account held in the name of a qualified employee benefit plan, endowment fund or foundation if, on the date of the initial investment, the plan, fund or foundation has assets of $10,000,000 or more or at least 100 eligible employees; (11) any person with a direct rollover transfer of shares from an established Virtus Mutual Fund or Virtus qualified plan; (12) any state, county, city, department, authority or similar agency prohibited by law from paying a sales charge; (13) any unallocated account held by a third party administrator, registered investment adviser, trust company, or bank trust department which exercises discretionary authority and holds the account in a fiduciary, agency, custodial or similar capacity, if in the aggregate of such accounts held by such entity equal or exceed $1,000,000; (14) any deferred compensation plan established for the benefit of any Virtus Mutual Fund, or Virtus trustee or director; provided that sales to persons listed in (1) through (14) above are made upon the written assurance of the purchaser that the purchase is made for investment purposes and that the shares so acquired will not be resold except to the Fund; (15) individual purchasing through an account with an unaffiliated brokerage firm having an agreement with the Distributor or Transfer Agent to waive sales charges for its clients; (16) purchasers of Class A Shares bought through investment advisers and financial planners who charge an advisory, consulting or other fee for their services and buy shares for their own accounts or the accounts of their clients; (17) retirement plans and deferred compensation plans and trusts used to fund those plans (including, for example, certain plans qualified or created under Sections 401(a), 403(b) or 457 of the Code), and “rabbi trusts” that buy shares for their own accounts, in each case if those purchases are made through a broker or agent or other financial intermediary that has made special arrangements with the Distributor or Transfer Agent for such purchases; (18) 401(k) participants in the Merrill Lynch Daily K Plan (the “Plan”) if the Plan has at least $3 million in assets or 500 or more eligible employees; or (19) clients of investment advisors or financial planners who buy shares for their own accounts but only if their accounts are linked to a master account of their investment advisor or financial planner on the books and records of the broker, agent or financial intermediary with which the Distributor or Transfer Agent has made such special arrangements. Each of the investors described in (15) through (19) may be charged a fee by the broker, agent or financial intermediary for purchasing shares.

 

59


Table of Contents

Combination Purchase Privilege.   Your purchase of any class of shares of these Funds or any other Virtus Mutual Fund (other than any Virtus money market fund), if made at the same time by the same “person,” will be added together with any existing Virtus Mutual Fund account values to determine whether the combined sum entitles you to an immediate reduction in sales charges. A “person” is defined in this and the following sections as (a) any individual, their spouse and minor children purchasing shares for his or their own account (including an IRA account) including his or their own trust; (b) a trustee or other fiduciary purchasing for a single trust, estate or single fiduciary account (even though more than one beneficiary may exist); (c) multiple employer trusts or certain Section 403(b) plans for the same employer; (d) multiple accounts (up to 200) under a qualified employee benefit plan or administered by a third party administrator; or (e) trust companies, bank trust departments, registered investment advisers, and similar entities placing orders or providing administrative services with respect to accounts over which they exercise discretionary investment authority and which are held in a fiduciary, agency, custodial or similar capacity, provided all shares are held of record in the name, or nominee name, of the entity placing the order.

Letter of Intent.   If you sign a Letter of Intent, your purchase of any class of shares of these Funds or any other Virtus Mutual Fund (other than any Virtus money market fund), if made by the same person within a thirteen month period, will be added together to determine whether you are entitled to an immediate reduction in sales charges. Sales charges are reduced based on the overall amount you indicate that you will buy under the Letter of Intent. The Letter of Intent is a non-binding commitment. Since the Funds and their agents do not know whether you will ultimately fulfill the Letter of Intent, shares worth 5% of the amount of each purchase will be set aside until you fulfill the Letter of Intent. When you buy enough shares to fulfill the Letter of Intent, these shares will no longer be restricted. If, on the other hand, you do not satisfy the Letter of Intent, or otherwise wish to sell any restricted shares, you will be given the choice of either buying enough shares to fulfill the Letter of Intent or paying the difference between any sales charge you previously paid and the otherwise applicable sales charge. You will be given 20 days to make this decision. If you do not exercise either election, the Transfer Agent will automatically redeem the number of your restricted shares needed to make up the deficiency in sales charges received. The Transfer Agent will redeem restricted Class A Shares before Class C Shares, Class T Shares or Class B Shares, respectively. Oldest shares will be redeemed before selling newer shares. Any remaining shares will then be deposited to your account.

Right of Accumulation.   The value of your account(s) in any class of shares of these Funds or any other Virtus Mutual Fund (other than any Virtus money market fund), may be added together at the time of each purchase to determine whether the combined sum entitles you to a prospective reduction in sales charges. You must provide certain account information to the Funds and their agents at the time of purchase to exercise this right.

Associations.   Certain groups or associations may be treated as a “person” and qualify for reduced Class A Share sales charges. The group or association must: (1) have been in existence for at least six months; (2) have a legitimate purpose other than to purchase mutual fund shares at a reduced sales charge; (3) work through an investment dealer; and (4) not be a group whose sole reason for existing is to consist of members who are credit card holders of a particular company, policyholders of an insurance company, customers of a bank or a broker-dealer or clients of an investment adviser.

Class A Shares, Class B Shares, Class C Shares and Class T Shares—Waiver of Deferred Sales Charges

The CDSC is waived on the redemption (sale) of Class A Shares, Class B Shares, Class C Shares and Class T Shares if the redemption is made (a) within one year of death (i) of the sole shareholder on an individual account, (ii) of a joint tenant where the surviving joint tenant is the deceased’s spouse, (iii) of the beneficiary of a Uniform Gifts to Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial account, or (iv) of the “grantor” on a trust account; (b) within one year of disability, as defined in Code Section 72(m)(7); (c) as a mandatory distribution upon reaching age 70  1 /2 under certain retirement plans qualified under Code Sections 401, 408 or 403(b) or resulting from the tax-free return of an excess contribution to an IRA; (d) by 401(k) plans using an approved participant tracking system for participant hardships, death, disability or normal retirement, and loans which are subsequently repaid; (e) from the Merrill Lynch Daily K Plan (“Plan”) invested in Class B Shares, on which such shares the Distributor has not paid the dealer the Class B sales commission; (f) based on the exercise of exchange privileges among Class A Shares, Class B Shares, Class C Shares and Class T Shares of these Funds or any of the Virtus Mutual Funds; (g) based on any direct rollover transfer of shares from an established Virtus Mutual Fund qualified plan into a Virtus Mutual Fund IRA by participants terminating from the qualified plan; and (h) based on the systematic withdrawal program. If, as described in condition (a) above, an account is transferred to an account registered in the name of a deceased’s estate, the CDSC will be waived on any redemption from the estate account occurring within one year of the death. If the Class B Shares are not redeemed within one year of the death, they will remain subject to the applicable CDSC.

Conversion Feature—Class B Shares

Class B Shares will automatically convert to Class A Shares of the same Fund eight years after they are purchased. For Short Term Bond Fund, Class B Shares will automatically convert to Class A Shares of the same Fund six years after they are purchased. For Market Neutral Fund, Class B Shares will automatically convert to Class A Shares of the same Fund seven

 

60


Table of Contents

years after they are purchased. Conversion will be on the basis of the then prevailing NAV of Class A Shares and Class B Shares. There is no sales load, fee or other charge for this feature. Class B Shares acquired through dividend or distribution reinvestments will be converted into Class A Shares at the same time that other Class B Shares are converted based on the proportion that the reinvested shares bear to purchased Class B Shares. The conversion feature is subject to the continuing availability of an opinion of counsel or a ruling of the IRS that the assessment of the higher distribution and service fees and associated costs with respect to Class B Shares does not result in any dividends or distributions constituting “preferential dividends” under the Code, and that the conversion of shares does not constitute a taxable event under federal income tax law. If the conversion feature was suspended, Class B Shares would continue to be subject to the higher distribution and service fees for an indefinite period. Even if the Funds were unable to obtain such assurances, they might continue to make distributions if doing so would assist in complying with their general practice of distributing sufficient income to reduce or eliminate federal taxes otherwise payable by the Funds.

INVESTOR ACCOUNT SERVICES AND POLICIES

The Funds offer accumulation plans, withdrawal plans and reinvestment and exchange privileges. Certain privileges may not be available in connection with all classes. In most cases, changes to account services may be accomplished over the phone. Inquiries regarding policies and procedures relating to shareholder account services should be directed to Mutual Fund Services at 800-243-1574. Broker-dealers may impose their own restrictions and limits on accounts held through the broker-dealer. Please consult with your broker-dealer for account restrictions and limit information. The Funds and their agents reserve the right to modify or terminate these services upon reasonable notice.

Exchanges

Under certain circumstances, shares of any Virtus Mutual Fund (except any of the Virtus money market funds) may be exchanged for shares of the same class of another Virtus Mutual Fund on the basis of the relative NAVs per share at the time of the exchange. Class C Shares are also exchangeable for Class T Shares of those Virtus Mutual Funds offering them. Exchanges are subject to the minimum initial investment requirement of the designated Fund, except if made in connection with the Systematic Exchange privilege described below. Shareholders may exchange shares held in book-entry form for an equivalent number (value) of the same class of shares of any other Virtus Mutual Fund, if currently offered. Exchanges will be based upon each Fund’s NAV per share next computed following receipt of a properly executed exchange request without sales charge. On exchanges into Class A Shares of a money market fund from Class A Shares of a non-money market fund made within 18 months of a finder’s fee being paid on such non-money market fund shares, a CDSC may be assessed on exchange proceeds. For all Virtus fixed income funds and Virtus AlphaSector Rotation Fund, the CDSC is 0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%. On exchanges with share classes that carry a CDSC, the CDSC schedule of the original shares purchased continues to apply. The exchange of shares is treated as a sale and purchase for federal income tax purposes. (See “Dividends, Distributions and Taxes” in this SAI.) Exchange privileges may not be available for all Virtus Mutual Funds and may be rejected or suspended.

In certain circumstances, a Fund or its Distributor or Transfer Agent may enter into an agreement with a financial intermediary to permit exchanges from one class of a Fund into another class of the same Fund, subject to certain conditions. Such exchanges will only be permitted if, among other things, the financial intermediary agrees to follow procedures established by the Fund or its Distributor or Transfer Agent, which generally will require that the exchanges be carried out (i) within accounts maintained and controlled by the intermediary, (ii) on behalf of all or a particular segment of beneficial owners holding shares of the affected Fund within those accounts, and (iii) all at once or within a given time period, or as agreed upon in writing by the Fund or its Distributor or Transfer and the financial intermediary. A shareholder’s ability to make this type of exchange may be limited by operational or other limitations of his or her financial intermediary or the Fund. Under the Code, generally if a shareholder exchanges shares from one class of a Fund into another class of the same Fund, the transaction should not be subject to U.S. federal income taxes; however, each shareholder should consult both the relevant financial intermediary and the shareholder’s tax advisor regarding the treatment of any specific exchange carried out under the terms of this paragraph.

Systematic Exchanges.   If the conditions above have been met, you or your broker may, by telephone or written notice, elect to have shares exchanged for the same class of shares of another Virtus Mutual Fund automatically on a monthly, quarterly, semiannual or annual basis or may cancel this privilege at any time. If you maintain an account balance of at least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated on the basis of the NAV of the shares held in a single account), you may direct that shares be automatically exchanged at predetermined intervals for shares of the same class of another Virtus Mutual Fund. Systematic exchanges will be executed upon the close of business on the 10 th day of each month or the next succeeding business day. Exchanges will be based upon each Fund’s NAV per share next computed after the close of business on the 10th day of each month (or next succeeding business day), without sales charge. Systematic exchange forms are available from the Transfer Agent.

 

61


Table of Contents

Dividend Reinvestment Across Accounts

If you maintain an account balance of at least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated on the basis of the NAV of the shares held in a single account), you may direct that any dividends and distributions paid with respect to shares in that account be automatically reinvested in a single account of one of the other Virtus Mutual Funds at NAV. You should obtain a current prospectus and consider the objectives and policies of each Virtus Mutual Fund carefully before directing dividends and distributions to another Virtus Mutual Fund. Reinvestment election forms and prospectuses are available from the Transfer Agent. Distributions may also be mailed to a second payee and/or address. Requests for directing distributions to an alternate payee must be made in writing with a signature guarantee of the registered owner(s). To be effective with respect to a particular dividend or distribution, notification of the new distribution option must be received by the Transfer Agent at least three days prior to the record date of such dividend or distribution. If all shares in your account are repurchased or redeemed or transferred between the record date and the payment date of a dividend or distribution, you will receive cash for the dividend or distribution regardless of the distribution option selected.

Invest-by-Phone

This expedited investment service allows a shareholder to make an investment in an account by requesting a transfer of funds from the balance of the shareholder’s bank account. Once a request is phoned in, the Transfer Agent or its subagent will initiate the transaction by wiring a request for monies to the Shareholder’s commercial bank, savings bank or credit union via Automated Clearing House (“ACH”). The shareholder’s bank, which must be an ACH member, will in turn forward the monies to the Transfer Agent or its subagent for credit to the shareholder’s account. ACH is a computer based clearing and settlement operation established for the exchange of electronic transactions among participating depository institutions.

To establish this service, please complete an Invest-by-Phone Application and attach a voided check if applicable. Upon acceptance of the authorization form (usually within two weeks) by the Transfer Agent or its subagent shareholders may call toll free 800-243-1574 prior to 3:00 p.m. (New York time) to place their purchase request. Instructions as to the account number and amount to be invested must be communicated to the Transfer Agent. The Transfer Agent or its subagent will then contact the shareholder’s bank via ACH with appropriate instructions. The purchase is normally credited to the shareholder’s account the day following receipt of the verbal instructions. The Fund may delay the mailing of a check for redemption proceeds of Fund shares purchased with a check or via Invest-by-Phone service until the Fund has assured itself that good payment has been collected for the purchase of the shares, which may take up to 15 days. The Trust and the Transfer Agent reserve the right to modify or terminate the Invest-by-Phone service for any reason or to institute charges for maintaining an Invest-by-Phone account.

Systematic Withdrawal Program

The Systematic Withdrawal Program (the “Program”) allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual or annual basis. A sufficient number of full and fractional shares will be redeemed so that the designated payment is made on or about the 20 th day of the month. Shares are tendered for redemption by the Transfer Agent, as agent for the shareowner, on or about the 15 th of the month at the closing NAV on the date of redemption. The Program also provides for redemptions with proceeds to be directed through ACH to your bank account. For ACH payments, you may select the day of the month for the payments to be made; if no date is specified, the payments will occur on the 15 th of the month. In addition to the limitations stated below, withdrawals may not be less than $25 and minimum account balance requirements shall continue to apply.

Shareholders participating in the Program must own shares of a Fund worth $5,000 or more, as determined by the then current NAV per share, and elect to have all dividends reinvested. The purchase of shares while participating in the Program will ordinarily be disadvantageous to the Class A Shares investor since a sales charge will be paid by the investor on the purchase of Class A Shares at the same time as other shares are being redeemed. For this reason, investors in Class A Shares may not participate in an automatic investment program while participating in the Program.

Through the Program, Class B, Class C and Class T shareholders may withdraw up to 1% of their aggregate net investments (purchases, at initial value, to date net of non-Program redemptions) each month or up to 3% of their aggregate net investments each quarter without incurring otherwise applicable CDSCs. Class B, Class C and Class T shareholders redeeming more shares than the percentage permitted by the Program will be subject to any applicable CDSC on all shares redeemed. Accordingly, the purchase of Class B Shares, Class C Shares or Class T Shares will generally not be suitable for an investor who anticipates withdrawing sums in excess of the above limits shortly after purchase.

HOW TO REDEEM SHARES

Under the 1940 Act, payment for shares redeemed must ordinarily be made within seven days after tender. The right to redeem shares may be suspended and payment postponed during periods when the NYSE is closed, other than customary weekend and holiday closings, or if permitted by rules of the SEC, during periods when trading on the NYSE is restricted or

 

62


Table of Contents

during any emergency which makes it impracticable for a Fund to dispose of its securities or to determine fairly the value of its net assets or during any other period permitted by order of the SEC for the protection of investors. Furthermore, the Transfer Agent will not mail redemption proceeds until checks received for shares purchased have cleared, which may take up to 15 days or more.

The Trust has authorized one or more brokers to receive on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Trust’s behalf. The Trust will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, accepts the order. Customer orders will be priced at the Funds’ NAVs next computed after they are received in good order by an authorized broker or the broker’s authorized designee.

Redemptions by Class B and Class C shareholders will be subject to the applicable deferred sales charge, if any.

A shareholder should contact his/her broker-dealer if he/she wishes to transfer shares from an existing broker-dealer street name account to a street name account with another broker-dealer. The Funds have no specific procedures governing such account transfers.

Redemption of Small Accounts

Each shareholder account in the Funds which has been in existence for at least one year and which has a value of less than $200, due to redemption activity, may be redeemed upon the giving of not less than 60 days written notice to the shareholder mailed to the address of record. During the 60-day period following such notice, the shareholder has the right to add to the account to bring its value to $200 or more. (See the Funds’ current Prospectuses for more information.)

Redemptions by Mail

Shareholders may redeem shares by making written request, executed in the full name of the account, directly to Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074. (See the Funds’ current Prospectuses for more information.)

Redemptions by Telephone

Shareholders may redeem by telephone up to $50,000 worth of their shares held in book-entry form. (See the Funds’ current Prospectuses for more information.)

Redemption by Check (certain Fixed Income Funds only)

Any shareholder of certain fixed income Funds may elect to redeem shares held in his account by check. Checks will be sent to an investor upon receipt by the Transfer Agent of a completed application and signature card (attached to the application). If the signature card accompanies an individual’s initial account application, the signature guarantee section of the form may be disregarded. However, the Trust reserves the right to require that all signatures be guaranteed prior to the establishment of a check writing service account. When an authorization form is submitted after receipt of the initial account application, all signatures must be guaranteed regardless of account value.

Checks may be drawn payable to any person in an amount of not less than $250, provided that immediately after the payment of the redemption proceeds the balance in the shareholder’s account is $250 or more.

When a check is presented to the Transfer Agent for payment, a sufficient number of full and fractional shares in the shareholder’s account will be redeemed to cover the amount of the check. The number of shares to be redeemed will be determined on the date the check is received by the Transfer Agent. Presently there is no charge to the shareholder for the check writing service, but this may be changed or modified in the future upon two weeks written notice to shareholders. Checks drawn from Class B and Class C accounts are subject to the applicable deferred sales charge, if any.

The check writing procedure for redemption enables a shareholder to receive income accruing on the shares to be redeemed until such time as the check is presented to the Transfer Agent for payment. Inasmuch as canceled checks are returned to shareholders monthly, no confirmation statement is issued at the time of redemption.

Shareholders utilizing withdrawal checks will be subject to the Transfer Agent’s rules governing checking accounts. A shareholder should make sure that there are sufficient shares in his account to cover the amount of any check drawn. If insufficient shares are in the account when the check is presented to the Transfer Agent, or if the check is presented against redemption proceeds of an investment made by check which has not been in the account for at least fifteen calendar days, the check may be returned marked “Non-sufficient Funds” and no shares will be redeemed. A shareholder may not close his account by a withdrawal check because the exact value of the account will not be known until after the check is received by the Transfer Agent.

 

63


Table of Contents

Redemption in Kind

To the extent consistent with state and federal law, the Funds may make payment of the redemption price either in cash or in kind. However, the Funds have elected to pay in cash all requests for redemption by any shareholder of record, limited in respect to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the NAV of the Fund at the beginning of such period. This election has been made pursuant to Rule 18f-1 under the 1940 Act and is irrevocable while the Rule is in effect unless the SEC, by order, permits the withdrawal thereof. In case of a redemption in kind, securities delivered in payment for shares would generally represent the shareholder’s proportionate share of the Fund’s current net assets and be valued at the same value assigned to them in computing the NAV per share of the Fund. A shareholder receiving such securities would incur brokerage costs when selling the securities.

Returned/Uncashed Checks Policy

For the protection of Fund shareholders, if you have elected to receive dividends and other distributions in cash, and the check is returned to the Fund as undeliverable or you do not respond to mailings from Virtus with regard to uncashed distribution checks, we may take any of the following actions:

 

 

The distribution option on your account(s) will be changed to reinvest and all subsequent payments will be reinvested in additional shares of the Fund

 

 

Any systematic withdrawal plan will be stopped immediately

 

 

If a check is not presented for payment within six months, the Fund reserves the right to reinvest the check proceeds

 

 

If reinvested, distributions will be reinvested in the Fund at the earliest date practicable after the waiting period at the then-current NAV of such Fund.

 

 

No interest will accrue on amounts represented by uncashed dividend, distribution or redemption checks

This policy may not apply to certain retirement or qualified accounts; closed accounts or accounts under the Fund’s required minimum threshold.

Reinvestment of future distributions will continue until you notify us of your election to reinstate cash payment of the dividends and other distributions. You will also be required to confirm your current address and daytime telephone number.

Account Reinstatement Privilege

Shareholders who may have overlooked features of their investment at the time they redeemed have a privilege of reinvestment of their investment at NAV. (See the Funds’ current prospectus for more information.)

DIVIDENDS, DISTRIBUTIONS AND TAXES

Qualification as a Regulated Investment Company

Each Fund within the Trust is separate for investment and accounting purposes and is treated as a separate corporation for United States federal income tax purposes. Each Fund has elected to qualify and intends to qualify as a RIC under Subchapter M of the Code. In each taxable year that a Fund qualifies as a RIC and distributes to its shareholders as dividends (not including “capital gains dividends,” discussed below) at least 90% of its ordinary investment income and short-term capital gains, with certain modifications, it (but not its shareholders) will be relieved of United States federal income tax on that portion of its net investment income and net capital gains that are currently distributed (or deemed distributed) to its shareholders. To the extent that a Fund fails to distribute all of its taxable income, it will be subject to corporate income tax (currently at a maximum rate of 35%) on any retained ordinary investment income or short-term capital gains and undistributed long-term capital gains.

Each Fund intends to make timely distributions, if necessary, sufficient in amount to avoid the non-deductible 4% excise tax that is imposed on a RIC to the extent that it fails to distribute, with respect to each calendar year, at least 98% of its ordinary income (not including tax-exempt interest) for such calendar year and 98.2% of its capital gain net income as determined for a one-year period ending on October 31 of such calendar year (or as determined on a fiscal year basis if the Fund’s fiscal year ends on November 30 or December 31, if the Fund so elects). In addition, an amount equal to any undistributed investment company taxable income or capital gain net income from the previous calendar year must also be distributed to avoid the excise tax. The excise tax is imposed on the amount by which the RIC does not meet the foregoing distribution requirements. If a Fund has taxable income that would be subject to the excise tax, the Fund intends to distribute such income so as to avoid payment of the excise tax. Notwithstanding the foregoing, there may be certain circumstances under which it would be appropriate for a Fund to pay the excise tax.

Each Fund must satisfy the following tests each year in order to qualify as a RIC: (a) derive in each taxable year at least 90% of its gross income from dividends, interest and gains from the sale or other disposition of securities and certain other

 

64


Table of Contents

investment income; and (b) meet specified diversification requirements at the end of each quarter of each taxable year. Each Fund intends to satisfy these requirements. With respect to the diversification requirement, each Fund must also diversify its holdings so that, at the close of each quarter of its taxable year, (i) at least 50% of the value of its total assets consists of cash, cash items, United States government securities and securities of other RICs, and other securities limited generally with respect to any one issuer to not more than 5% of the total assets of that Fund and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of its assets is invested in the securities of any issuer (other than United States government securities or the securities of other RICs). Each Fund intends to comply with all of the foregoing criteria for qualification as a RIC; however, there can be no assurance that each Fund will so qualify and continue to maintain its status as a RIC. If in any taxable year a Fund does not qualify as a RIC or fails to distribute at least 90% of the Fund’s investment company taxable income, all of its taxable income will be taxed at corporate rates, the Fund would not be entitled to deduct distributions to shareholders, and any capital gain dividend would not retain its character in the hands of the shareholder for tax purposes. The Code provides relief for certain de minimis failures to meet the asset or income tests or for certain failures due to reasonable cause. These relief provisions may prevent a Fund from being disqualified as a RIC and/or reduce the amount of tax on the Fund’s income as a result of the failure to meet certain tests.

Taxation of Distributions to Shareholders

Certain qualified dividend income (“QDI”) and long-term capital gains are taxed at a lower federal income tax rate (maximum 20%) for individual shareholders. The reduced rate for QDI applies to dividends from domestic corporations and certain qualified foreign corporations subject to various requirements and a minimum holding period applicable to both a Fund and its shareholders. Ordinary distributions made by a Fund to its shareholders are eligible for the reduced rate to the extent the underlying income in the Fund is QDI. An additional 3.8% tax will apply to the lesser of (i) an individual’s net investment income or (ii) the excess of modified adjusted gross income over $200,000 (in the case of single filers) or $250,000 (in the case of a joint return).

Distributions made by a Fund from ordinary investment income and net short-term capital gains will be taxed to such Fund’s shareholders as ordinary dividend income to the extent of the earnings and profits of the Fund. Ordinary income dividends received by corporate shareholders of a Fund will qualify for the 70% dividends-received deduction to the extent the Fund designates such amounts as qualifying dividend distributions; however, the portion that may be so designated is subject to certain limitations. Distributions by a Fund that are reported by the Fund as capital gain dividends in written statements furnished to its shareholders (e.g., Form 1099) will be taxed to the shareholders as long-term capital gain, and will not be eligible for the corporate dividends-received deduction.

Dividends declared by a Fund to shareholders of record in October, November or December will be taxable to such shareholders in the year that the dividend is declared, even if it is not paid until the following year (so long as it is actually paid by the Fund in January of such following year). Also, shareholders will be taxable on amounts reported by a Fund in written statements to shareholders as capital gain dividends, even if such amounts are not actually distributed to them. Shareholders will be entitled to claim a credit against their own United States federal income tax liability for taxes paid by each Fund on such undistributed capital gains, if any.

Dividends and capital gain distributions will be taxable to shareholders as described above whether received in cash or in shares under a Fund’s distribution reinvestment plan. With respect to distributions received in cash or reinvested in shares purchased on the open market, the amount of the distribution for tax purposes will be the amount of cash distributed or allocated to the shareholder.

Shareholders should be aware that the price of shares of a Fund that are purchased prior to a dividend or distribution by the Fund may reflect the amount of the forthcoming dividend or distribution. Such dividend or distribution, when made, would be taxable to shareholders under the principles discussed above even though the dividend or distribution may reduce the NAV of shares below a shareholder’s cost and thus represent a return of a shareholder’s investment in an economic sense.

A high portfolio turnover rate may result in the realization of larger amounts of short-term gains, which are taxable to shareholders as ordinary income.

Each Fund intends to accrue dividend income for United States federal income tax purposes in accordance with the rules applicable to RICs. In some cases, these rules may have the effect of accelerating (in comparison to other recipients of the dividend) the time at which the dividend is taken into account by the Fund as taxable income.

Shareholders should consult their own tax advisor about their tax situation.

Income and capital gain distributions are determined in accordance with rules set forth in the Code and the Treasury Regulations promulgated thereunder (the “Regulations”) that may differ from United States Generally Accepted Accounting Principles.

 

65


Table of Contents

Taxation of Debt Securities

Certain debt securities can be originally issued or acquired at a discount. Special rules apply under the Code to the recognition of income with respect to such debt securities. Under the special rules, a Fund may recognize income for tax purposes without a corresponding current receipt of cash. In addition, gain on a disposition of a debt security subject to the special rules may be treated wholly or partially as ordinary income, not capital gain.

A Fund may invest in certain investments that may cause it to realize income prior to the receipt of cash distributions, including securities bearing original issue discount. The level of such investments is not expected to affect a Fund’s ability to distribute adequate income to qualify as a RIC.

Taxation of Derivatives and Foreign Currency Transactions

Many futures contracts and foreign currency contracts entered into by a Fund and all listed non-equity options written or purchased by a Fund (including options on debt securities, options on futures contracts, options on securities indices and options on broad-based stock indices) are governed by Section 1256 of the Code. Absent a tax election to the contrary, gain or loss attributable to the lapse, exercise or closing out of any such position is treated as 60% long-term and 40% short-term capital gain or loss, and on the last trading day of a Fund’s taxable year (and, generally on October 31 for purposes of the 4% excise tax), all outstanding Section 1256 positions are marked-to-market (i.e., treated as if such positions were closed out at their closing price on such day), and any resulting gain or loss is treated as 60% long-term and 40% short-term capital gain or loss. Under certain circumstances, entry into a futures contract to sell a security may constitute a short sale for United States federal income tax purposes, causing an adjustment in the holding period of the underlying security or a substantially identical security in a Fund’s portfolio.

Equity options written by a Fund (covered call options on portfolio stock) will be subject to the provisions under Section 1234 of the Code. If a Fund writes a call option, no gain is recognized upon its receipt of a premium. If such an option lapses or is closed out, any gain or loss is treated as a short-term capital gain or loss. If such an option is exercised, any resulting gain or loss is a short-term or long-term capital gain or loss depending on the holding period of the underlying stock.

Positions of a Fund which consist of at least one stock and at least one stock option or other position with respect to a related security which substantially diminishes the Fund’s risk of loss with respect to such stock could be treated as a “straddle” that is governed by Section 1092 of the Code, the operation of which may cause deferral of losses, adjustments in the holding periods of stock or securities and conversion of short-term capital losses into long-term capital losses. An exception to these straddle rules exists for any “qualified covered call options” on stock options written by a Fund.

Positions of a Fund which consist of at least one debt security not governed by Section 1256 of the Code and at least one futures or currency contract or listed non-equity option governed by Section 1256 of the Code which substantially diminishes the Fund’s risk of loss with respect to such debt security are treated as a “mixed straddle.” Although mixed straddles are subject to the straddle rules of Section 1092 of the Code, certain tax elections exist for them that reduce or eliminate the operation of these rules. Each Fund will monitor these transactions and may make certain tax elections in order to mitigate the operation of these rules and prevent disqualification of the Fund as a RIC for United States federal income tax purposes.

Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time it actually collects such receivables or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain futures contracts, forward contracts and options, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary income or loss. Generally, these gains and losses, referred to under the Code as Section 988 gains or losses, may increase or decrease the amount of each Fund’s investment company taxable income to be distributed to its shareholders as ordinary income.

These special tax rules applicable to options, futures and currency transactions could affect the amount, timing and character of a Fund’s income or loss and hence of its distributions to shareholders by causing holding period adjustments, converting short-term capital losses into long-term capital losses, and accelerating a Fund’s income or deferring its losses.

The United States Internal Revenue Service (“IRS”) has not provided guidance on the tax consequences of certain investments and other activities that the Funds may make or undertake. While the Funds will endeavor to treat the tax items arising from these transactions in a manner believed to be appropriate, guarantees cannot be given that the IRS or a court will concur with the Funds’ treatment and that adverse tax consequences will not ensue.

 

66


Table of Contents

Taxation of Foreign Investments

If a Fund invests in stock of certain passive foreign investment companies, the Fund may be subject to special United States federal income taxation rules applicable to any “excess distribution” with respect to such stock or gain from the disposition of such stock treated as an “excess distribution.” The tax would be determined by allocating such distribution or gain ratably to each day of the Fund’s holding period for the stock. The distributions or gain so allocated to any taxable year of the Fund, other than the taxable year of the excess distribution or disposition, would be taxed to the Fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company’s stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Fund’s investment company taxable income and, accordingly, would not be taxable to the Fund to the extent distributed by the Fund as a dividend to its shareholders. The Fund may elect to mark-to-market (i.e., treat as if sold at their closing market price on the same day) its investments in certain passive foreign investment companies and avoid any tax and/or interest charge on excess distributions.

The Funds may be subject to tax on dividend or interest income received from securities of non-United States issuers withheld by a foreign country at the source. The United States has entered into tax treaties with many foreign countries that entitle a Fund to a reduced rate of tax or exemption from tax on income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund’s assets to be invested within various countries is not known. Each Fund intends to operate so as to qualify for tax treaty benefits where applicable. If more than 50% of the value of a Fund’s total assets at the close of its taxable year is comprised of stock or securities issued by foreign corporations, the Fund may elect to “pass through” to the Fund’s shareholders the amount of foreign income taxes paid by the Fund. If a Fund does elect to “pass through,” each shareholder will receive a written statement from the Fund identifying the amount of such shareholder’s pro rata share of (i) the foreign taxes paid and (ii) the Fund’s gross income from foreign sources. In addition, if at least 50% of the value of a Fund’s assets at the close of each quarter of the tax year is represented by interests in other RICs, then such Fund may “pass through” foreign income taxes paid without regard to whether more than 50% of the Fund’s total assets at the close of the tax year consisted of stock and securities issued by foreign corporations. If a Fund passes through foreign taxes, each shareholder will be required to include the amount of such shareholder’s pro rata share of such taxes in gross income (in addition to dividends actually received), and the shareholder will be entitled to deduct such foreign taxes (if the shareholder itemizes deductions) in computing taxable income or claim a credit against U.S. federal income tax liability, subject to limitations.

United States Federal and California Taxation of Distributions—Virtus CA Tax-Exempt Bond Fund

If at least 50% of the value of a Fund’s assets at the close of each quarter of the tax year is comprised of tax-exempt state and local bonds, then such Fund is qualified to pay exempt-interest dividends for United States federal income tax purposes to the Fund’s shareholders. The CA Tax-Exempt Bond Fund intends to comply with this standard because at least 80% of the assets of the Fund will normally be invested in California municipal securities, and the Fund will provide shareholders with a written statement identifying each shareholder’s amount of exempt-interest dividends. Exempt-interest dividends received by a shareholder are treated as items of tax-exempt interest to the shareholder.

In addition, distributions or parts thereof derived from interest received on state and local issues and United States government obligations held by the CA Tax-Exempt Bond Fund will be exempt from California personal income taxes in ratable proportion of the California investments and United States government obligations of the CA Tax-Exempt Bond Fund, provided that the Fund has complied with the requirement that at least 50% of its assets be invested in State and local issues and United States government issues at the end of each fiscal quarter. The CA Tax-Exempt Bond Fund intends to comply with this standard because at least 80% of the assets of the Fund will normally be invested in California municipal securities. Distributions derived from other earnings will be subject to California personal income tax for California residents and other persons subject to California income tax.

Sale or Exchange of Fund Shares

Gain or loss will be recognized by a shareholder upon the sale of his or her shares in a Fund or upon an exchange of his or her shares in a Fund for shares in another Fund. Provided that the shareholder is not a dealer in such shares, such gain or loss will generally be treated as capital gain or loss, measured by the difference between the adjusted basis of the shares and the amount realized from the sale. Under current law, capital gains (whether long-term or short-term) of individuals and corporations are fully includable in taxable income. Capital losses (whether long-term or short-term) may offset capital gains plus (for non-corporate taxpayers only) up to $3,000 per year of ordinary income.

Redemptions, including exchanges, of shares may give rise to recognized gains or losses. All or a portion of a loss realized upon the redemption, including exchanges, of shares may be disallowed under “wash sale” rules to the extent shares are purchased (including shares acquired by means of reinvested dividends) within a 61-day period beginning 30 days before and ending 30 days after such redemption. Any loss realized upon a shareholder’s sale, redemption or other disposition of shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any capital gain

 

67


Table of Contents

dividend distributed with respect to such shares. The “wash sale” restrictions also apply to an investor who holds a security both within a tax-deferred account and in a taxable account; sales and repurchases between two accounts will be considered as wash sales.

Under certain circumstances, the sales charge incurred in acquiring shares of a Fund may not be taken into account in determining the gain or loss on the disposition of those shares. This rule applies where shares of a Fund are disposed of within 90 days after the date on which they were acquired and new shares of a RIC are acquired without a sales charge or at a reduced sales charge. In that case, the gain or loss realized on the disposition will be determined by excluding from the tax basis of the shares disposed of all or a portion of the sales charge incurred in acquiring those shares. This exclusion applies to the extent that the otherwise applicable sales charge with respect to the newly acquired shares is reduced as a result of the shareholder having incurred a sales charge initially. The portion of the sales charge affected by this rule will be treated as a sales charge paid for the new shares.

For shares of a Fund acquired on or after January 1, 2012, each shareholder’s Form 1099 will report the cost basis of any such shares that were redeemed, sold, or exchanged during the year, and the form will report whether the gain or loss is treated as short-term or long-term. This information will be reported to the IRS. Each shareholder should inform the Fund of such shareholder’s cost selection for tax reporting purposes at the time of the sale or exchange of Fund shares or provide in advance a standing cost basis method for the shareholder’s account. If a shareholder does not provide cost basis instructions, the Fund’s default method will be used.

Tax Information

Written notices will be sent by United States mail to shareholders regarding the tax status of all distributions made (or deemed to have been made) during each taxable year, including the amount of QDI for individuals, the amount qualifying for the corporate dividends-received deduction (if applicable) and the amount of capital gain dividends, undistributed capital gains (if any), tax credits (if applicable), and cumulative return of capital (if any).

Important Notice Regarding Taxpayer IRS Certification and Backup Withholding

Pursuant to the Regulations, the Funds may be required to withhold a percentage of all reportable payments, including any taxable dividends, capital gains distributions or share redemption proceeds, at the specified rate in effect when such payments are made, for an account which does not have a taxpayer identification number and certain required certifications. The Funds reserve the right to refuse to open an account for any person failing to provide a taxpayer identification number along with the required certifications. The Funds will furnish shareholders, within 31 days after the end of the calendar year, with the information that is required by the IRS for preparing income tax returns. The Fund will also provide this same information to the IRS in the manner required by the IRS. Depending on your state of residence, the information may also be filed with your state taxing authority.

Some shareholders may be subject to withholding of United States federal income tax on dividends and redemption payments from the Funds (“backup withholding”) at the specified rate in effect when such payments are made. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Generally, shareholders subject to backup withholding will be (i) those for whom a certified taxpayer identification number is not on file with the Fund, (ii) those about whom notification has been received (either by the shareholder or the Fund) from the IRS that they are subject to backup withholding or (iii) those who, to the Fund’s knowledge, have furnished an incorrect taxpayer identification number. Generally, to avoid backup withholding, a shareholder must, at the time an account is opened, certify under penalties of perjury that the social security number or taxpayer identification number (“TIN”) furnished is correct and that he or she is not subject to backup withholding. From time to time, the shareholder may also be requested to provide certification of the validity of their TIN.

Foreign Shareholders

Dividends paid by any of the Funds from net investment income and net realized short-term capital gains to a shareholder who is a nonresident alien individual, a foreign trust or estate, a foreign corporation or a foreign partnership (a “foreign shareholder”) will be subject to United States withholding tax at a rate of 30% unless a reduced rate of withholding or a withholding exemption is provided under an applicable tax treaty. Foreign shareholders are urged to consult their own tax advisors concerning the applicability of the United States withholding tax and any foreign taxes.

Other Tax Consequences

In addition to the United States federal and California income tax consequences described above, there may be other foreign, United States federal, state or local tax considerations and estate tax considerations applicable to the circumstances of a particular investor. The foregoing discussion is based upon the Code, judicial decisions and administrative regulations, rulings and practices in effect as of January 2013, all of which are subject to change and which, if changed, may be applied retroactively to a Fund, its shareholders and/or its assets. No rulings have been sought from the IRS or any other tax authority with respect to any of the tax matters discussed above.

 

68


Table of Contents

From time to time, proposals are introduced before the United States Congress that if enacted would affect the foregoing discussion with respect to taxes and could also affect the availability of certain investments to a Fund.

The information included in the Prospectus with respect to taxes, including this section entitled Dividends, Distributions and Taxes, is a general and abbreviated summary of applicable provisions of the Code and Regulations as interpreted by the courts and the IRS as of January 2013 and is not intended as tax advice to any person. The Code and Regulations, as well as the current interpretations thereof, may be changed at any time by legislative, judicial, or administrative action. Accordingly, prospective purchasers are urged to consult their own tax advisors with specific reference to their own tax situation, including the potential application of United States federal, state, local and foreign tax laws.

Except as expressly set forth above, the foregoing discussion of United States federal income tax law relates solely to the application of that law to United States persons, i.e., United States citizens and residents and United States corporations, partnerships, trusts and estates. Each shareholder who is not a United States person should consider the United States and foreign tax consequences of ownership of shares of a Fund, including the possibility that such a shareholder may be subject to a United States withholding tax at a rate of 30% (or at a lower rate under an applicable tax treaty) on amounts constituting ordinary income received by him or her, where such amounts are treated as income from United States sources under the Code. The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as dealers in securities or currencies, traders in securities, banks, tax-exempt entities, life insurance companies, persons holding an interest in a Fund as a hedge or as part of a straddle or conversion transaction, or holders whose functional currency is not the United States dollar.

TAX SHELTERED RETIREMENT PLANS

Shares of the Funds are offered in connection with the following retirement plans: IRA, Rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA, 401(k), Profit-Sharing, Money Purchase Pension Plans and certain 403(b) Retirement Plans. Write or call VP Distributors at 800-243-4361 for further information about the plans.

Merrill Lynch Daily K Plan

Class A Shares of a Fund are made available to Merrill Lynch Daily K Plan (the “Plan”) participants at NAV without an initial sales charge if:

(i)    the Plan is recordkept on a daily valuation basis by Merrill Lynch and, on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more in assets invested in broker-dealer funds not advised or managed by Merrill Lynch Asset Management L.P. (“MLAM”) that are made available pursuant to a Service Agreement between Merrill Lynch and the fund’s principal underwriter or distributor and in funds advised or managed by MLAM (collectively, the “Applicable Investments”);

(ii)    the Plan is recordkept on a daily valuation basis by an independent recordkeeper whose services are provided through a contract or alliance arrangement with Merrill Lynch, and, on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement, the Plan has $3 million or more in assets, excluding money market funds, invested in Applicable Investments; or

(iii)    the Plan has 500 or more eligible employees, as determined by a Merrill Lynch plan conversion manager, on the date the Plan Sponsor signs the Merrill Lynch Recordkeeping Service Agreement.

Alternatively, Class B Shares of a Fund are made available to Plan participants at NAV without a CDSC if the Plan conforms with the requirements for eligibility set forth in (i) through (iii) above but either does not meet the $3 million asset threshold or does not have 500 or more employees.

Plans recordkept on a daily basis by Merrill Lynch or an independent recordkeeper under a contract with Merrill Lynch that are currently investing in Class B Shares of a Fund convert to Class A Shares once the Plan has reached $5 million invested in Applicable Investments, or after the normal holding period of seven years from the initial date of purchase.

THE DISTRIBUTOR

Pursuant to an Underwriting Agreement with the Funds, VP Distributors, LLC (“VP Distributors” or the “Distributor”) an indirect, wholly-owned subsidiary of Virtus, and an affiliate of the adviser and certain of the subadvisers, serves as Distributor for the Funds. As such, the Distributor conducts a continuous offering pursuant to a “best efforts” arrangement requiring it to take and pay for only such securities as may be sold to the public. The address of the Distributor is 100 Pearl Street, Hartford, CT 06103. Shares of the Funds may be purchased through investment dealers who have sales agreements with the Distributor.

 

69


Table of Contents

For its services under the Distribution Agreement, VP Distributors receives sales charges on transactions in Fund shares and retains such charges less the portion thereof allowed to its registered representatives and to securities dealers and securities brokers with whom it has sales agreements. In addition, VP Distributors may receive payments from the Funds pursuant to the Distribution Plan described below. During the fiscal years ended September 30, 2010, 2011 and 2012, purchasers of shares of the Funds paid aggregate sales charges of $5,414,177, $19,521,199 and $13,430,937 respectively, of which the Distributor received net commissions of $949,429, $1,720,109 and $2,178,972 respectively, for its services, the balance being paid to dealers. For the fiscal year ended September 30, 2012, the Distributor received net commissions of $1,308,911 for Class A Shares and $108,417 for Class T Shares and deferred sales charges of $352,524 for Class A Shares, $12,262 for Class B Shares and $396,858 for Class C Shares.

The Distribution Agreement may be terminated at any time by 60 days written notice, without payment of a penalty, by the Distributor, by vote of a majority of the appropriate Class of outstanding voting securities of the Funds, or by vote of a majority of the Trust’s Trustees who are not parties to the Distribution Agreement or “interested persons” of any party and who have no direct or indirect financial interest in the operation of the Distribution Plan or in any related agreements. The Distribution Agreement will terminate automatically in the event of its “assignment,” as defined in Section 2(a)(4) of the 1940 Act.

Dealer Concessions

Dealers with whom the Distributor has entered into sales agreements receive a discount or commission on purchases of Class A Shares as set forth below.

Virtus Multi-Sector Short Term Bond Fund

 

Amount of Transaction
at Offering Price
   Sales Charge as Percentage of
Offering Price
    Sales Charge as Percentage of Net
Amount Invested
    Dealer Discount or Agency Fee
as Percentage of Offering Price
 
Under $50,000      2.25     2.30     2.00
$50,000 but under $100,000      1.25        1.27        1.00   
$100,000 but under $500,000      1.00        1.01        1.00   
$500,000 but under $1,000,000      0.75        0.76        0.75   
$1,000,000 or more      None        None        None   

Virtus CA Tax-Exempt Bond Fund and Virtus Senior Floating Rate Fund

 

Amount of Transaction
at Offering Price
   Sales Charge as Percentage of
Offering Price
    Sales Charge as Percentage of Amount
Invested
    Dealer Discount or Agency Fee
as Percentage of Offering Price
 
Under $50,000      2.75     2.83     2.25
$50,000 but under $100,000      2.25        2.30        2.00   
$100,000 but under $250,000      1.75        1.78        1.50   
$250,000 but under $500,000      1.25        1.27        1.00   
$500,000 but under $1,000,000      1.00        1.01        1.00   
$1,000,000 or more      None        None        None   

Virtus Bond Fund, Virtus Disciplined Bond Fund, Virtus EM Debt Fund, Virtus High Yield Fund and Virtus Multi-Sector Fixed Income Fund

 

Amount of Transaction
at Offering Price
   Sales Charge as Percentage of
Offering Price
    Sales Charge as Percentage of Amount
Invested
    Dealer Discount or Agency Fee
as Percentage of Offering Price
 
Under $50,000      3.75     3.90     3.25
$50,000 but under $100,000      3.50        3.63        3.00   
$100,000 but under $250,000      3.25        3.36        2.75   
$250,000 but under $500,000      2.25        2.30        2.00   
$500,000 but under $1,000,000      1.75        1.78        1.50   
$1,000,000 or more      None        None        None   

 

70


Table of Contents

Equity Funds, AlphaSector Funds and Alternatives Diversifier Fund

 

Amount of Transaction
at Offering Price
   Sales Charge as Percentage of
Offering Price
    Sales Charge as Percentage of Amount
Invested
    Dealer Discount or Agency Fee
as Percentage of Offering Price
 
Under $50,000      5.75     6.10     5.00
$50,000 but under $100,000      4.75        4.99        4.25   
$100,000 but under $250,000      3.75        3.90        3.25   
$250,000 but under $500,000      2.75        2.83        2.25   
$500,000 but under $1,000,000      2.00        2.04        1.75   
$1,000,000 or more      None        None        None   

With respect to Class C Shares, the Distributor intends to pay investment dealers a sales commission of 1% of the sale price of Class C Shares sold by such dealers. With respect to Class C Shares and Class T Shares of the Short Term Bond Fund, the Distributor does not pay a sales commission on Class C Shares and intends to pay investment dealers a sales commission of 1% of the sale price of Class T Shares sold by such dealers. This sales commission will not be paid to dealers for sales of Class C Shares purchased by 401(k) participants of the Merrill Lynch Daily K Plan due to a waiver of the CDSC for these Plan participants’ purchases. Your broker, dealer or financial advisor may also charge you additional commissions or fees for their services in selling shares to you provided they notify the Distributor of their intention to do so.

Dealers and other entities who enter into special arrangements with the Distributor may receive compensation for the sale and promotion of shares of the Funds and/or for providing other shareholder services. Such fees are in addition to the sales commissions referenced above and may be based upon the amount of sales of fund shares by a dealer; the provision of assistance in marketing of fund shares; access to sales personnel and information dissemination services, provision of recordkeeping and administrative services to qualified employee benefit plans; and other criteria as established by the Distributor. Depending on the nature of the services, these fees may be paid either from the Funds through distribution fees, service fees or transfer agent fees or in some cases, the Distributor may pay certain fees from its own profits and resources.

From its own profits and resources, the Distributor may, from time to time, make payments to qualified wholesalers, registered financial institutions and third party marketers for marketing support services and/or retention of assets. Among others, the Distributor has agreed to make such payments for marketing support services to AXA Advisors, LLC. Additionally, for Virtus fixed income funds, AlphaSector Rotation Fund and Disciplined Bond Fund, the Distributor may pay broker-dealers a finder’s fee in an amount equal to 0.50% of eligible Class A Share purchases from $1,000,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. For all other Virtus Mutual Funds, the Distributor may pay broker-dealers a finder’s fee in an amount equal to 1.00% of eligible Class A Share purchases from $1,000,000 to $3,000,000, 0.50% on amounts of $3,000,001 to $10,000,000, and 0.25% on amounts greater than $10,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a finder’s fee only if such plan has at least 100 eligible employees. A CDSC may be imposed on certain redemptions of such investments within 18 months of purchase. For all Virtus fixed income funds, AlphaSector Rotation Fund and Disciplined Bond Fund, the CDSC is 0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%. For purposes of determining the applicability of the CDSC, the 18-month period begins on the last day of the month preceding the month in which the purchase was made. The Distributor will also pay broker-dealers a service fee of 0.25% beginning in the thirteenth month following purchase of Class A Shares on which a finder’s fee has been paid. VP Distributors reserves the right to discontinue or alter such fee payment plans at any time.

From its own resources or pursuant to the Trust’s Distribution Plan, and subject to the dealers’ prior approval, the Distributor may provide additional compensation to registered representatives of dealers in the form of travel expenses, meals, and lodging associated with training and educational meetings sponsored by the Distributor. The Distributor may also provide gifts amounting in value to less than $100, and occasional meals or entertainment, to registered representatives of dealers. Any such travel expenses, meals, lodging, gifts or entertainment paid will not be preconditioned upon the registered representatives’ or dealers’ achievement of a sales target. The Distributor may, from time to time, reallow the entire portion of the sales charge on Class A Shares which it normally retains to individual selling dealers. However, such additional reallowance generally will be made only when the selling dealer commits to substantial marketing support such as internal wholesaling through dedicated personnel, internal communications and mass mailings.

Administrative Services

Virtus Fund Services, LLC (“Virtus Fund Services”), an indirect wholly-owned subsidiary of Virtus, and an affiliate of the adviser, certain of the subadvisers and the Distributor, acts as administrative agent (“Administrator”) of the Trust. The

 

71


Table of Contents

address of the administrator is 100 Pearl Street, Hartford, CT 06103. For its services as Administrator, Virtus Fund Services receives an administration fee based on the average net assets across all non-money market series of the Virtus Mutual Funds at the following annual rates:

 

First $15 billion      0.10
$15 billion to $30 billion      0.095
$30 billion to $50 billion      0.090
Greater than $50 billion      0.085

For the money market funds, the fee is 0.015%. Prior to January 1, 2013, VP Distributors acted as administrative agent of the Trust. From April 14, 2010 through December 31, 2010, VP Distributors received an administration fee for all non-money market funds the annual rate of 0.10% of the average net assets across all non-money market funds within the Virtus Mutual Funds; for the money market funds, the fee was 0.015% of the average net assets across all Virtus money market funds within the Virtus Mutual Funds. Prior to April 14, 2010, VP Distributors received an administration fee based upon the average net assets across all non-money market funds within the Virtus Mutual Funds at the following incremental annual rates.

 

First 5 billion      0.09
$5 billion to $15 billion      0.08
Greater than $15 billion      0.07

For the money market funds, the fee was 0.015% of the average net assets across all Virtus money market funds within the Virtus Mutual Funds.

For purposes of applying the fee breakpoints, the Virtus Mutual Funds’ average net assets may be aggregated with average net assets of an affiliated fund family for which Virtus Fund Services acts as administrator.

For services to the Trust during the fiscal years ended September 30, 2010, 2011 and 2012, VP Distributors received $6,370,091, $9,084,043 and $12,562,616, respectively.

BNY Mellon acts as sub-administrative and accounting agent of the Trust. For its services in this capacity, BNY Mellon receives a fee based on the average net assets across all non-money market funds within the Virtus Mutual Funds at the following incremental rates:

 

First $15 billion      0.0358
Over $15 billion      0.025

For the money market funds, the fee is 0.02% of the average net assets across all Virtus money market funds within the Virtus Mutual Funds. For purposes of applying the fee breakpoints, the Virtus Mutual Funds average net assets may be aggregated with average net assets of an affiliated fund family for which Virtus Fund Services acts as administrator.

DISTRIBUTION PLANS

The Trust has adopted a distribution plan for each class of shares (except Class I Shares) (i.e., a plan for the Class A Shares, a plan for the Class B Shares, a plan for the Class C Shares and a plan for the Class T Shares; collectively, the “Plans”) in accordance with Rule 12b-1 under the 1940 Act, to compensate the Distributor for the services it provides and for the expenses it bears under the Underwriting Agreement. Each class of shares pays a service fee at a rate of 0.25% per annum of the average daily net assets of such class of the Fund and a distribution fee based on average daily net assets at a rate of 0.75% per annum for Class B Shares (0.55% for the Multi-Sector Short Term Bond Fund), at a rate of 0.75% per annum for Class C Shares (0.25% for the Multi-Sector Short Term Bond Fund), and at a rate of 0.75% per annum for Class T Shares.

Expenditures under the Plans may consist of: (i) commissions to sales personnel for selling shares of the Fund (including underwriting fees and financing expenses incurred in connection with the payment of commissions); (ii) compensation, sales incentives and payments to sales, marketing and service personnel; (iii) payments to broker-dealers and other financial institutions which have entered into agreements with the Distributor in the form of the Dealer Agreement for Virtus Mutual Funds for services rendered in connection with the sale and distribution of shares of the Fund; (iv) payment of expenses incurred in sales and promotional activities, including advertising expenditures related to the Fund; (v) the costs of preparing and distributing promotional materials; (vi) the cost of printing the Fund’s Prospectuses and SAI for distribution to potential investors; (vii) expenses related to the cost of financing or providing such financing from the Distributor’s or an affiliate’s resources in connection with the Distributor’s payment of such distribution expenses; and (viii) such other similar services that the Trustees determine are reasonably calculated to result in the sale of shares of the Fund. From the fees received, the Distributor expects to pay a quarterly fee to qualifying broker-dealer firms, as compensation for providing personal services and/or the maintenance of shareholder accounts, with respect to shares sold by such firms. In the case of shares of the Funds

 

72


Table of Contents

being sold to an affiliated fund of funds, fees payable under the Plans shall be paid to the distributor of the fund of funds. This fee will not exceed on an annual basis 0.25% of the average annual NAV of such shares, and will be in addition to sales charges on Fund shares which are re-allowed to such firms. To the extent that the entire amount of the fees received is not paid to such firms, the balance will serve as compensation for personal and account maintenance services furnished by the Distributor. The Distributor also pays to dealers an additional compensation with respect to Class C Shares at the rate of 0.75% of the average annual NAV of that class.

In order to receive payments under the Plans, participants must meet such qualifications to be established in the sole discretion of the Distributor, such as services to the Funds’ shareholders; or services providing the Funds with more efficient methods of offering shares to coherent groups of clients, members or prospects of a participant; or services permitting bulking of purchases or sales, or transmission of such purchases or sales by computerized tape or other electronic equipment; or other processing.

On a quarterly basis, the Funds’ Board of Trustees reviews a report on expenditures under the Plans and the purposes for which expenditures were made. The Trustees conduct an additional, more extensive review annually in determining whether the Plans will be continued. By its terms, continuation of the Plans from year to year is contingent on annual approval by a majority of the Funds’ Trustees and by a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Plans or any related agreements (the “Plan Trustees”). The Plans provide that they may not be amended to increase materially the costs which the Funds may bear pursuant to the Plans without approval of the shareholders of that class of the Funds and that other material amendments to the Plans must be approved by a majority of the Plan Trustees by vote cast in person at a meeting called for the purpose of considering such amendments. The Plans further provide that while they are in effect, the selection and nomination of Trustees who are not “interested persons” shall be committed to the discretion of the Trustees who are not “interested persons.” The Plans may be terminated at any time by vote of the Plan Trustees or a majority of the outstanding shares of the relevant class of the Funds.

For the fiscal year ended September 30, 2012, the Funds paid Rule 12b-1 fees in the amount of $37,525,976, of which the Distributor received $26,977,004 and unaffiliated broker-dealers received $10,548,972. The Rule 12b-1 payments were used for (1) compensation to dealers, $36,059,621; (2) compensation to sales personnel, $12,190,903; (3) advertising, $1,618,805; (4) printing and mailing of prospectuses to other than current shareholders, $346,527; and (5) other, $369,022.

No interested person of the Funds other than the Distributor and no Trustee who is not an interested person of the Funds, as that term is defined in the 1940 Act, has had any direct or indirect financial interest in the operation of the Plans or related agreements.

The Board of Trustees has also adopted a Plan pursuant to Rule 18f-3 under the 1940 Act permitting the issuance of shares in multiple classes.

The FINRA regards certain distribution fees as asset-based sales charges subject to FINRA sales load limits. The FINRA’s maximum sales charge rule may require the Board of Trustees to suspend distribution fees or amend the Plans. In order to address this issue, the Distributor has contractually agreed with respect to the Rule 12b-1 Plan applicable to Class C Shares of Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Global Premium AlphaSector Fund and Virtus Premium AlphaSector Fund to waive its fees to the extent that such funds’ investments in underlying ETFs with their own 12b-1 fees would otherwise cause the funds to exceed the applicable limits.

 

73


Table of Contents

MANAGEMENT OF THE TRUST

The Trust is an open-end management investment company known as a mutual fund. The Board of Trustees is responsible for the overall supervision of the Trust and performs the various duties imposed on Trustees by the 1940 Act and Delaware statutory trust law.

Trustees and Officers

The Board of Trustees is responsible for the overall supervision of the Funds, including establishing the Funds’ policies, general supervision and review of their investment activities. The officers who administer the Funds’ daily operations are appointed by the Board of Trustees. The current Trustees and officers of the Trust performing a policy-making function and their affiliations and principal occupations for the past five years are set forth below. Unless otherwise noted, each Trustee of the Trust also serves as a Trustee of the other Virtus Mutual Fund trusts and the address of each individual is 100 Pearl Street, Hartford, CT 06103. There is no stated term of office for Trustees or officers of the Trust.

Independent Trustees

 

Name, Address
and Year of Birth

  

Length of

Time Served

  

Number of

Portfolios in

Fund Complex

Overseen by

Trustee

  

Principal Occupation(s)

During Past 5 Years

  

Other Directorships
Held by Trustee

During Past 5 Years

Leroy Keith, Jr.

YOB: 1939

   Served since 2000.    48    Chairman, Bloc Global Services Group, LLC (construction and redevelopment company) (since 2010); Managing Director, Almanac Capital Management (commodities business) (2007 to 2008).    Director/Trustee, Wells Fargo Advantage Funds (15 portfolios) (since 2010) and their predecessors, Evergreen Funds (1989 to 2010); Director, Diversipak (soft packaging company) (2003-2010).

Philip R. McLoughlin

Chairman

YOB: 1946

   Served since 1999.    63    Managing Director, SeaCap Asset Management Fund I, L.P. (2009 to 2010) and SeaCap Partners, LLC (investment management) (2009 to 2010); Partner, Cross Pond Partners, LLC (strategy consulting firm) (since 2006).    Chairman (since 2010) and Director (since 1991), World Trust Fund; Chairman and Trustee, Virtus Variable Insurance Trust (formerly The Phoenix Edge Series Fund) (9 portfolios) (since 2003); Director, DTF Tax-Free Income Fund, Inc., Duff & Phelps Utility and Corporate Bond Trust, Inc. and DNP Select Income Fund Inc. (since 1996) and Duff & Phelps Global Utility Income Fund Inc. (since 2011); Director, Argo Group International Holdings, Inc. and its predecessor, PXRE Corporation (insurance) (1985 to 2009).

Geraldine M. McNamara

YOB: 1951

   Served since 2001.    52    Retired.    Director, DTF Tax-Free Income Fund, Inc., Duff & Phelps Utility and Corporate Bond Trust, Inc. (since 2003), DNP Select Income Fund Inc. (since 2009) and Duff & Phelps Global Utility Income Fund Inc. (since 2011).

 

74


Table of Contents

Name, Address
and Year of Birth

  

Length of

Time Served

  

Number of

Portfolios in

Fund Complex

Overseen by

Trustee

  

Principal Occupation(s)

During Past 5 Years

  

Other Directorships
Held by Trustee

During Past 5 Years

James M. Oates

YOB: 1946

   Served since 2000.    48    Managing Director, Wydown Group (consulting firm) (1994 to present).    Chairman and Trustee, John Hancock Variable Insurance Trust and John Hancock Funds II (collectively, 210 portfolios) (since 2005); Director, Stifel Financial (since 1996); Chairman and Director, Connecticut River Bank (since 1999) and Director, Connecticut River Bancorp (since 1998); Chairman, Emerson Investment Management, Inc. (since 2000); Director, New Hampshire Trust Company (since 2002); Non-Executive Chairman (2007 to 2011), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services).

Richard E. Segerson

YOB: 1946

   Served since 2000.    48    Managing Director, Northway Management Company (1998 to present).    None.

Ferdinand L.J. Verdonck

YOB: 1942

   Served since 2005.    48    Director, The J.P. Morgan European Investment Trust (1998 to present); Director, Galapagos N.V. (biotechnology) (2005 to present); Mr. Verdonck is also a director of several non-U.S. companies.    None.

 

75


Table of Contents

Interested Trustee

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations thereunder.

 

Name, Address
and Year of Birth

  

Length of

Time Served

  

Number of

Portfolios in

Fund Complex

Overseen by

Trustee

  

Principal Occupation(s)

During Past 5 Years

  

Other Directorships

Held by Trustee

George R. Aylward*

Trustee and President

YOB: 1964

   Served since 2006.    61    Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2005); Chairman, President and Chief Executive Officer (since 2006), The Zweig Fund Inc. and The Zweig Total Return Fund Inc. ;Trustee and President (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund; Trustee (since 2012), Virtus Variable Insurance Trust.    None.

 

* Mr. Aylward is an “interested person,” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus Investment Partners, Inc. (“Virtus”), the ultimate parent company of the Adviser, and various positions with its affiliates, including the Adviser.

Officers of the Trust Who Are Not Trustees

 

Name, Address
and Year of Birth

  

Position(s) Held with

Trust and Length of

Time Served

  

Principal Occupation(s)

During Past 5 Years

Francis G. Waltman

YOB: 1962

   Senior Vice President since 2008.    Executive Vice President, Product Development (since 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions (since 2006), with Virtus affiliates; Senior Vice President (since 2010), Virtus Variable Insurance Trust; Senior Vice President (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund.

Nancy J. Engberg

YOB: 1956

  

Vice President and Chief Compliance

Officer since 2011.

   Vice President (since 2008) and Chief Compliance Officer (2008 to 2011), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2003) with Virtus affiliates; Vice President (since 2010), Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Vice President and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund; Vice President and Chief Compliance Officer (since 2012), The Zweig Fund, Inc. and Zweig Total Return Fund, Inc.

 

76


Table of Contents

Name, Address
and Year of Birth

  

Position(s) Held with

Trust and Length of

Time Served

  

Principal Occupation(s)

During Past 5 Years

Kevin J. Carr

YOB: 1954

  

Vice President,

Chief Legal Officer, Counsel and Secretary since 2005.

   Senior Vice President (since 2009), Vice President, Counsel and Secretary (2008 to 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions (since 2005) with Virtus affiliates; Vice President, Chief Legal Officer, Counsel and Secretary (since 2010), Virtus Variable Insurance Trust; Vice President and Assistant Secretary (since 2012), Vice President, Chief Legal Officer, Counsel and Secretary (2011-2012), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund; Vice President and Assistant Secretary (since 2012), Secretary and Chief Legal Officer (2005-2012), The Zweig Fund, Inc. and Zweig Total Return Fund, Inc.; Vice President and Assistant Secretary (since 2011), Duff & Phelps Global Utility Income Fund Inc.

W. Patrick Bradley

YOB: 1972

  

Vice President since 2011, Chief Financial Officer and Treasurer since 2006.

   Senior Vice President, Fund Services (since 2010), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006) with Virtus affiliates; Vice President (since 2011), Chief Financial Officer and Treasurer (since 2004), Virtus Variable Insurance Trust; Vice President, Chief Financial Officer and Treasurer (since 2011), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund; Vice President (since 2012) and Treasurer (Chief Financial Officer) (since 2007), The Zweig Fund, Inc. and Zweig Total Return Fund, Inc.; Vice President and Assistant Treasurer (since 2011), Duff & Phelps Global Utility Income Fund Inc.

Qualifications and Experience of the Board

In addition to the information set forth above, the following provides further information about each Trustee’s specific experience, qualifications, attributes or skills. The information in this section should not be understood to mean that any of the Trustees is an “expert” within the meaning of the federal securities laws.

George R. Aylward

In addition to his positions with the Trust, Mr. Aylward is a Director and the President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser. He also holds various executive positions with the Adviser, certain Subadvisers and the Distributor to the Trust, and previously held such positions with the former parent company of Virtus. He therefore has experience in all aspects of the development and management of registered investment companies, and the handling of various financial, staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an MBA, and he also serves as an officer and director of two closed-end funds managed by an affiliate of the Adviser and two closed-end funds managed by the Adviser.

Leroy Keith, Jr.

Dr. Keith has served in various roles in business and education, and has over 25 years of experience serving as a trustee to various mutual fund families. He holds both a master’s degree and a doctorate in education and business administration. Dr. Keith has also served as an executive in commodities businesses for a number of years, and he has broad experience with respect to corporate governance and organizational leadership.

Philip R. McLoughlin

Mr. McLoughlin has extensive knowledge regarding asset management and the financial services industry, having served for a number of years in various executive and director positions of the company that is now Virtus and its affiliates, culminating in his role as chairman and chief executive officer. He also served as legal counsel and chief compliance officer to the investment companies associated with those companies at the time, giving him an understanding of the legal and compliance issues applicable to mutual funds. Mr. McLoughlin also has worked with U.S. and foreign companies in the insurance and reinsurance industry. He is also a Director of four closed-end funds managed by an affiliate of the Adviser and two closed-end funds managed by the Adviser.

Geraldine M. McNamara

Ms. McNamara was an executive at U.S. Trust Company of New York for 24 years, where she rose to the position of Managing Director. Her responsibilities at U.S. Trust included the oversight of U.S. Trust’s personal banking business. In addition to her managerial and banking experience, Ms. McNamara’s decades of advising individuals on their personal

 

77


Table of Contents

financial management have given her an enhanced understanding of the goals and expectations that individual investors bring to the Funds, ensuring that this important perspective is regularly included in the deliberations of the Board. Ms. McNamara is also a Director of four closed-end funds managed by an affiliate of the Adviser.

James M. Oates

Mr. Oates was instrumental in the founding of a private global finance, portfolio management and administration company, and he has also served in executive and director roles for various types of financial services companies. As a senior officer and director of investment management companies, Mr. Oates has experience in investment management. He also previously served as chief executive officer of two banks, and holds an MBA. Mr. Oates also has experience as a director of other publicly traded companies and has served for a number of years as the Chairman of the Board of a family of mutual funds unaffiliated with the Trust, with over $100 billion in assets.

Richard E. Segerson

Mr. Segerson has served in financial and other executive roles with various operating companies, including serving as the Chief Financial Officer, Controller and Chief Operating Officer of such entities. These roles have provided him with an understanding of financial and operational issues, as has his experience as a public accountant. Mr. Segerson also has over 28 years of experience serving as a trustee to various mutual funds, and he holds an MBA. Mr. Segerson also has served for a number of years as the Managing Director of a family office, providing wealth management services to individuals. This experience enhances his understanding of the perspective of individual fund shareholders.

Ferdinand L.J. Verdonck

Mr. Verdonck brings to the Board a broad background in finance, investments, banking and international business. His experience includes serving as the chief financial officer of the U.S. subsidiary of an international company, and as a senior vice president of a major U.S. investment firm. He also holds degrees in both law and economics. Mr. Verdonck has served for more than 26 years on the boards and audit committees of various U.S. and foreign companies.

Leadership Structure of the Board

The Board is currently composed of seven trustees, including six trustees who are not “interested persons” of the Trust, as that term is defined in the 1940 Act (each, an “Independent Trustee”). In addition to four regularly scheduled meetings per year, the Board holds special meetings either in person or via telephone to discuss specific matters that may require consideration prior to the next regular meeting. As discussed below, the Board has established several standing committees to assist the Board in performing its oversight responsibilities, and each such committee has a chairperson. The Board may also designate working groups or ad hoc committees as it deems appropriate.

The Board has appointed Mr. McLoughlin, an Independent Trustee, to serve in the role of Chairman. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and between meetings generally acts as a liaison with the Trust’s service providers, officers, legal counsel, and the other Trustees. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, or as assigned by the Board, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chairman and Chief Executive Officer of the company that is now Virtus; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with The Phoenix Companies, Inc. (which was its parent company when Mr. McLoughlin retired), (b) the passage of time and (c) the manner in which Mr. McLoughlin conducts his trusteeship. As a result of this balance, it is believed that Mr. McLoughlin has the ability to provide independent oversight of the Trust’s operations within the context of his detailed understanding of the perspective of the Adviser and the Trust’s other service providers. The Board therefore considers leadership by Mr. McLoughlin as enhancing the Board’s ability to provide effective independent oversight of the Trust’s operations and meaningful representation of the shareholders’ interests.

The Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Funds’ shareholders. Nevertheless, the Board also believes that having an interested person serve on the Board brings corporate and financial viewpoints that are, in the Board’s view, crucial elements in its decision-making process. In addition, the Board believes that Mr. Aylward, who is currently the Chairman and President of the Adviser, and the President and Chief Executive Officer of Virtus, and serves in various executive roles with other affiliates of the Adviser who provide services to the Trust, provides the Board with the Adviser’s perspective in managing and sponsoring the Virtus Mutual Funds

 

78


Table of Contents

as well as the perspective of other service providers to the Trust. The leadership structure of the Board may be changed at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Trust.

Risk Oversight by the Board

As a registered investment company, the Trust is subject to a variety of risks, including investment risks, financial risks, compliance risks and regulatory risks. As part of its overall activities, the Board oversees the management of the Trust’s risk management structure by the Trust’s Adviser, Administrator, Distributor, officers and others. The responsibility to manage the Funds’ risk management structure on a day-to-day basis is subsumed within the other responsibilities of these parties. The Board then considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Board and its committees, and within the context of any ad hoc communications with the Trust’s service providers and officers. The Trust’s Adviser, Subadviser, Distributor, officers and legal counsel prepare regular reports to the Board that address certain investment, valuation, compliance and other matters, and the Board as a whole or its committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a committee, the Chairman or a senior officer.

The Board receives regular written reports describing and analyzing the investment performance of the Funds. In addition, the portfolio managers of the Funds and senior management of the Subadvisers meet with the Board periodically to discuss portfolio performance and answer the Board’s questions with respect to portfolio strategies and risks. To the extent that a Fund changes a primary investment strategy, the Board generally is consulted in advance with respect to such change.

The Board receives regular written reports from the Trust’s Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds’ portfolios, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within the Funds’ portfolios. The Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds’ independent auditors in connection with the review of the results of the audit of the Funds’ year-end financial statements.

The Board also receives regular compliance reports prepared by the compliance staff of the Adviser and the Adviser’s ultimate parent company, Virtus, and meets regularly with the Trust’s Chief Compliance Officer (“CCO”) to discuss compliance issues, including compliance risks. As required under applicable rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The CCO, as well as the compliance staff of the Adviser and Virtus, provide the Board with reports on their examinations of functions and processes within the Adviser and the Subadvisers that affect the Funds. The Board also adopts compliance policies and procedures for the Trust and approves such procedures for the Trust’s service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.

In its annual review of the Funds’ advisory, subadvisory and distribution agreements, the Board reviews information provided by the Adviser, the Subadviser and the Distributor relating to their operational capabilities, financial conditions and resources. The Board may also discuss particular risks that are not addressed in its regular reports and processes.

The Board recognizes that it is not possible to identify all of the risks that may affect the Funds or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Board periodically reviews the effectiveness of its oversight of the Funds and the other funds in the Virtus Mutual Funds family, and the processes and controls in place to limit identified risks. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

Committees of the Board

The Board of Trustees has established several standing committees to oversee particular aspects of the Funds’ management. They are:

The Audit Committee.   The Audit Committee is responsible for overseeing the Funds’ accounting and auditing policies and practices. The Audit Committee reviews the Funds’ financial reporting procedures, their system of internal control, the independent audit process, and the Funds’ procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is composed entirely of Independent Trustees; its members are James M. Oates, Chairperson, Dr. Leroy Keith, Jr., Phillip R. McLoughlin, Geraldine M. McNamara, Richard E. Segerson, and Ferdinand L.J. Verdonck. The Committee met four times during the Trust’s last fiscal year.

The Executive Committee.   The function of the Executive Committee is to serve as a delegate of the full Board of Trustees, as well as act on behalf of the Board when it is not in session, subject to limitations as set by the Board. Its members are Philip R. McLoughlin, Chairperson, Dr. Leroy Keith, Jr., and James M. Oates. Each of the members is an Independent Trustee. The Committee met twice during the Trust’s last fiscal year.

The Governance and Nominating Committee.   The Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Funds, for nominating individuals to serve as Trustees

 

79


Table of Contents

including as Independent Trustees and annually evaluating the Board and Committees. The Governance and Nominating Committee is composed entirely of Independent Trustees; its members are Dr. Leroy Keith, Jr., Chairperson, Phillip R. McLoughlin, Geraldine M. McNamara, James M. Oates, Richard E. Segerson, and Ferdinand L.J. Verdonck. The Committee met four times during the Trust’s last fiscal year.

The Governance and Nominating Committee considers candidates for trusteeship and makes recommendations to the Board with respect to such candidates. There are no specific required qualifications for trusteeship. The committee considers all relevant qualifications of candidates for trusteeship, such as industry knowledge and experience, financial expertise, current employment and other board memberships, and whether the candidate would be qualified to be considered an Independent Trustee. The Board believes that having among its members a diversity of viewpoints, skills and experience and a variety of complementary skills enhances the effectiveness of the Board in its oversight role. The committee considers the qualifications of candidates for trusteeship in this context.

The Board has adopted a policy for consideration of Trustee nominations recommended by shareholders. With regards to such policy, an individual shareholder submitting a nomination must hold for at least one full year 5% of the shares of a series of the Trust. Shareholder nominees for Trustee will be given the same consideration as any other candidate provided the nominee meets certain minimum requirements.

Compensation

Trustees who are not employed by the adviser or its affiliates receive an annual retainer and fees and expenses for attendance at Board and Committee meetings. Officers and employees of the adviser of the Funds who are interested persons are compensated for their services by the adviser of the Funds, or an affiliate of the adviser of the Funds, and receive no compensation from the Funds. The Trust does not have any retirement plan for its Trustees.

For the Trust’s fiscal year ended September 30, 2012, the Trustees received the following compensation:

 

Name of Trustee

    

Aggregate Compensation

from Trust

      

Total Compensation From Trust

and Fund Complex

Paid to Trustees

 

Independent Trustees

                 
Leroy Keith, Jr.        $98,388         $ 167,000  (45 funds) 
Philip R. McLoughlin        $157,508         $ 474,000  (60 funds) 
Geraldine M. McNamara        $95,405         $ 248,000  (49 funds) 
James M. Oates      $ 101,370         $ 174,000  (45 funds) 
Richard E. Segerson      $ 95,405         $ 164,000  (45 funds) 
Ferdinand L.J. Verdonck      $ 95,405         $ 164,000  (45 funds) 
Interested Trustees          
George R. Aylward        None               None   

Trustee Ownership of Securities

Set forth in the table below is the dollar range of equity securities owned by each Trustee as of December 31, 2012:

 

Name of Trustee

  

Dollar Range of Equity

Securities in the Funds in the Trust

  

Aggregate Dollar Range of
Trustee Ownership of all Funds
Overseen by Trustee
in Family
of Investment Companies

Independent Trustees

         
Leroy Keith, Jr.    Multi-Sector Short Term Bond Fund – $10,001-$50,000    $10,001-$50,000
Philip R. McLoughlin*   

AlphaSector Rotation Fund – $10,001-$50,000

Emerging Markets Equity Income Fund – $1-$10,000

Emerging Markets Debt Fund – $1-$10,000

Foreign Opportunities Fund – $10,001-$50,000

Global Dividend Fund – $10,001-$50,000

Herzfeld Fund – $1-$10,000

Real Estate Fund – $10,001-$50,000

International Real Estate Fund – $1-$10,000

Senior Floating Rate Fund – $1-$10,000

Greater Asia Fund – $10,001-$50,000

   Over $100,000
Geraldine M. McNamara   

Foreign Opportunities Fund – $50,001-$100 ,000

Global Dividend Fund – $50,001-$100 ,000

Real Estate Fund – $50,001-$100,000

   Over $100,000

 

80


Table of Contents

Name of Trustee

  

Dollar Range of Equity

Securities in the Funds in the Trust

  

Aggregate Dollar Range of
Trustee Ownership of all Funds
Overseen by Trustee
in Family
of Investment Companies

Independent Trustees

         
James M. Oates*   

Alternatives Diversifier Fund – $10,001-$50,000

Foreign Opportunities Fund – $50,001-$100,000

Greater Asia Fund – $50,001-$100,000

Herzfeld Fund – $10,001-$50,000

International Real Estate Fund – $10,001-$50,000

Real Estate Fund – $50,001-$100,000

Wealth Masters Fund – $10,001-$50,000

   Over $100,000
Richard E. Segerson    Insight Money Market Fund – over $100,000    Over $100,000
Ferdinand L.J. Verdonck*   

Multi-Sector Fixed Income Fund – $10,001-$50,000

Foreign Opportunities Fund – $10,001-$50,000

Global Dividend Fund – $10,001-$50,000

Real Estate Fund – $1-$10,000

   Over $100,000

Interested Trustee

         
George R. Aylward*   

Alternatives Diversifier Fund – $1-$10,000

Bond Fund – $1-$10,000

Foreign Opportunities Fund – $10,001-$50,000

Global Dividend Fund – $10,001-$50,000

Global Opportunities Fund – $10,001-$50,000

High Yield Fund – $10,001-$50,000

Multi-Sector Fixed Income Fund – $1-$10,0

Multi-Sector Short Term Bond Fund – $10,001-$50,000

Real Estate Fund – $10,001-$50,000

   Over $100,000

 

* As of December 31, 2011.

On January 3, 2013, the Trustees and officers as a group owned less than 1% of the then outstanding shares of any of the other Funds, except Herzfeld Fund (2.75%) and Wealth Masters Fund (2.44%).

Principal Shareholders

The following table sets forth information as of January 3, 2013 with respect to each person who owns of record or is known by the Trust to own of record or beneficially 5% or more of any class of the Trust’s outstanding equity securities.

 

Name of Shareholder

 

Fund and Class

  

Percentage of
Class

   

Number of
Shares

 

American Enterprise Investment Svc (1)

707 2 nd Ave. S

Minneapolis, MN 55402-2405

 

Allocator Premium AlphaSector SM Fund – Class A

Allocator Premium AlphaSector SM Fund – Class C

Alternatives Diversifier Fund – Class A

Alternatives Diversifier Fund – Class C

Dynamic AlphaSector SM Fund – Class A

Dynamic AlphaSector SM Fund – Class C

Emerging Markets Debt Fund – Class A

Emerging Markets Equity Income Fund – Class A

Emerging Markets Equity Income Fund – Class C

Foreign Opportunities Fund – Class A

Global Dividend Fund – Class A

Global Dividend Fund – Class C

Global Opportunities Fund – Class C

Global Premium AlphaSector SM Fund – Class C

International Real Estate Securities Fund – Class A

International Small-Cap Fund – Class A

Multi-Sector Fixed Income Fund – Class A

Multi-Sector Short Term Bond Fund – Class A

Multi-Sector Short Term Bond Fund – Class C

Premium AlphaSector SM Fund – Class A

Premium AlphaSector SM Fund – Class C

Real Estate Securities Fund – Class A

Wealth Masters Fund – Class A

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15.08

24.74

5.77

5.38

19.54

5.12

37.54

19.80

21.47

12.88

19.53

10.00

7.24

14.82

6.49

8.15

11.03

11.40

8.00

24.84

5.58

6.84

22.58


   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,064,935.451

3,509,916.136

319,781.432

268,475.834

3,428,235.141

261,542.513

7,520.408

2,781.451

3,144.412

2,282,803.614

622,574.379

91,269.043

14,100.072

335,506.060

57,007.072

889.892

2,104,723.973

74,973,358.626

20,052,801.407

24,961,345.646

3,342,442.952

1,534,299.910

3,158.992

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 

81


Table of Contents

Name of Shareholder

 

Fund and Class

  

Percentage of
Class

   

Number of
Shares

 

Ameritrade Inc.

P.O. Box 2226

Omaha, NE 68103-2226

  Wealth Masters Fund – Class C      7.19     782.830   

BNYM I S Trust Co.

Cust for the SEP IRA of

Suzanne Fisler Blatstein

Meadowbrook, PA 19046-1126

  High Yield Fund – Class B      8.23     5,794.252   

BNYM I S Trust Co.

Cust for the IRA of

William G. Clauss

Williamson, NY 14589

  Global Commodities Stock Fund – Class C      5.91     1,086.374   

BNYM I S Trust Co.

C/F Rocky Hill Public Schools 403B

FBO Louis J Pear

Portland, CT 06480-1661

  Bond Fund – Class B      7.24     4,216.510   

BNYM I S Trust Co.

Cust for the Non-DFI simple IRA of

Gregory Patterson

Perkasie, PA 18944-2430

  Dynamic Alphasector SM Fund – Class B      5.94     916.242   

BNYM I S Trust Co.

Cust for the Non-DFI Simple IRA of

Sandra Block Steiker

Bala Cynwyd, PA 19004-2245

  Bond Fund – Class B      7.87     4,586.288   

BNYM I S Trust Co.

Cust for the Non-DFI Simple IRA of

Norma J. Thurlow

Southfield, MI 48075-7610

  Bond Fund – Class B      7.00     4,079.462   

BNYM I S Trust Co.

Cust for the IRA of Karen J. Benson

Clinton, WA 98236-9710

  International Equity Fund – Class A      6.80     1,112.820   

Bruce B Broadhead

V Brent Cook Trustees

Sports Mall Inc., 401k

FBO Richard F. Billings

Salt Lake City, UT 84103-3619

  High Yield Fund – Class B      8.47     5,961.813   

Brown Brothers Harriman and Company (1)

525 Washington Blvd

Jersey City, NJ 07310-1606

 

Greater Asia ex Japan Opportunities Fund – Class A

Greater Asia ex Japan Opportunities Fund – Class C

Greater Asia ex Japan Opportunities Fund – Class I

Greater European Opportunities Fund – Class A

Greater European Opportunities Fund – Class C

    

 

 

 

 

42.99

77.77

56.87

73.20

82.94


   

 

 

 

 

261,410.047

12,427.466

12,710.405

395,489.047

12,540.902

  

  

  

  

  

Brown Brothers Harriman and Company

525 Washington Blvd

Jersey City, NJ 07310-1606

  Greater European Opportunities Fund – Class I      26.08     69,053.627   

Brown Brothers Harriman and Co.

525 Washington Blvd

Jersey City, NJ 07310-1606

  Greater European Opportunities Fund – Class I      25.11     66,489.362   

Charles Schwab & Co Inc. (1)

Attn: Mutual Funds Department

101 Montgomery Street

San Francisco, CA 94104-4151

 

AlphaSector SM Rotation Fund – Class A

International Real Estate Securities Fund – Class I

Real Estate Securities Fund – Class I

    

 

 

7.65

11.02

14.24


   

 

 

1,277,807.556

489,093.444

1,839,885.369

  

  

  

 

82


Table of Contents

Name of Shareholder

 

Fund and Class

 

Percentage of
Class

   

Number of
Shares

 

Charles Schwab & Co Inc. (1)

Exclusive Benefit of Our Customers

Reinvest Account

Attn: Mutual Funds Dept

101 Montgomery Street

San Francisco, CA 94104-4151

  Foreign Opportunities Fund – Class A     10.69     1,894,142.681   

Charles Schwab & Co Inc. (1)

Reinvest Account

Attn: Mutual Funds Dept

101 Montgomery Street

San Francisco, CA 94104-4151

  Bond Fund – Class I     17.67     447,758.546   

Charles Schwab & Co Inc. (1)

Special Custody Acct FBO Customers

Attn: Mutual Funds

101 Montgomery Street

San Francisco, CA 94104-4151

 

AlphaSector SM Rotation Fund – Class I

High Yield Fund – Class B

International Equity Fund – Class I

Real Estate Securities Fund – Class A

   

 

 

 

7.50

36.85

25.72

13.92


   

 

 

 

777,954.477

25,953.899

588,462.815

3,122,406.918

  

  

  

  

Charles Schwab & Co Inc. (1)

Special Custody Acct for the Exclusive Benefit of Customers

101 Montgomery Street

San Francisco, CA 94104-4151

 

Allocator Premium AlphaSector SM Fund – Class A

Global Real Estate Securities Fund – Class A

Global Premium AlphaSector SM Fund – Class A

Premium AlphaSector SM Fund – Class I

   

 

 

 

5.00

7.91

22.36

9.61


   

 

 

 

353,107.341

34,541.698

938,468.343

10,597,535.126

  

  

  

  

Edward D. Jones & Co. (1)

Attn. Mutual Fund

Shareholder Accounting

201 Progress Parkway

Maryland Heights, MO 63043-3009

 

Foreign Opportunities Fund – Class I

Real Estate Securities Fund – Class I

   

 

35.27

30.18


   

 

9,930,007.421

3,898,766.396

  

  

First Clearing LLC (1)

Special Custody Acct for the Exclusive Benefit of the Customer

2801 Market Street

St. Louis, MO 63103

 

Allocator Premium AlphaSector SM Fund – Class A

Allocator Premium AlphaSector SM Fund – Class C

Allocator Premium AlphaSector SM Fund – Class I

AlphaSector SM Rotation Fund – Class A

AlphaSector SM Rotation Fund – Class C

AlphaSector SM Rotation Fund – Class I

Alternatives Diversifier Fund – Class A

Alternatives Diversifier Fund – Class C

Alternatives Diversifier Fund – Class I

Bond Fund – Class C

California Tax-Exempt Bond Fund – Class A

Dynamic AlphaSector SM Fund – Class B

Dynamic AlphaSector SM Fund – Class C

Dynamic AlphaSector SM Fund – Class I

Foreign Opportunities Fund – Class C

Foreign Opportunities Fund – Class I

Global Dividend Fund – Class A

Global Dividend Fund – Class C

Global Opportunities Fund – Class A

Global Opportunities Fund – Class B

Global Opportunities Fund – Class C

Global Real Estate Securities Fund – Class C

Global Real Estate Securities Fund – Class I

Greater Asia Ex Japan Opportunities Fund – Class I

High Yield Fund – Class B

High Yield Fund – Class C

International Real Estate Securities Fund – Class A

International Real Estate Securities Fund – Class C

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19.03

36.26

49.74

7.15

9.72

24.47

5.18

8.86

9.37

9.49

7.73

21.58

18.51

36.09

7.07

5.59

16.18

12.32

5.18

6.57

9.76

14.91

10.30

6.85

6.48

18.66

7.44

8.75


   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,343,462.897

5,142,940.833

7,502,801.789

1,195,222.639

1,302,923.406

2,538,545.698

286,783.752

442,718.547

310,688.187

75,061.289

170,324.826

3,326.327

945,918.843

6,522,729.005

169,202.106

1,572,737.198

515,509.878

112,422.561

363,776.152

7,256.057

19,013.737

12,793.513

59,504.685

1,530.595

4,564.732

138,007.467

65,357.784

22,235.913

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 

83


Table of Contents

Name of Shareholder

  

Fund and Class

  

Percentage of
Class

   

Number of
Shares

 
  

International Real Estate Securities Fund – Class I

Multi-Sector Fixed Income Fund – Class A

Multi-Sector Fixed Income Fund – Class C

Multi-Sector Fixed Income Fund – Class I

Multi-Sector Short Term Bond Fund – Class B

Multi-Sector Short Term Bond Fund – Class C

Multi-Sector Short Term Bond Fund – Class I

Multi-Sector Short Term Bond Fund – Class T

Premium AlphaSector SM Fund – Class A

Premium AlphaSector SM Fund – Class C

Premium AlphaSector SM Fund – Class I

Real Estate Securities Fund – Class B

Real Estate Securities Fund – Class C

Senior Floating Rate Fund – Class C

Senior Floating Rate Fund – Class I

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5.03

7.33

12.33

8.60

29.88

18.92

20.47

13.89

6.56

18.77

20.99

6.51

7.43

14.41

14.10


   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

223,136.685

1,398,218.609

1,274,617.470

662,073.102

195,150.233

47,428,318.820

74,544,739.824

20,381,264.014

6,592,484.361

11,237,742.852

23,156,644.973

10,882.915

134,297.572

1,486,996.393

1,533,112.487

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Harris Investment Management Inc.

115 S LaSalle St Fl 11

Chicago, IL 60603-3560

  

Global Commodities Stock Fund – Class A

Global Commodities Stock Fund – Class C

    

 

7.87

55.13


   

 

10,202.541

10,132.762

  

  

Dallas Hickle Trustee

Dallas Hickle DDS 401(k)

FBO Donna Wilson Cameron

Novato, CA 94947-4304

   International Equity Fund – Class A      7.08     1,157.925   

LPL Financial Services (1)

9785 Towne Centre Drive

San Diego, CA 92121-1968

  

Allocator Premium AlphaSector SM Fund – Class I

Alternatives Diversifier Fund – Class A

Dynamic AlphaSector SM Fund – Class I

Foreign Opportunities Fund – Class I

Greater European Opportunities Fund – Class I

Global Premium AlphaSector SM Fund – Class I

Global Real Estate Securities Fund – Class A

International Equity Fund – Class A

International Real Estate Securities Fund – Class I

Premium AlphaSector SM Fund – Class I

    

 

 

 

 

 

 

 

 

 

9.72

15.23

28.13

5.90

37.53

26.90

5.14

5.64

8.11

5.25


   

 

 

 

 

 

 

 

 

 

1,466,957.843

843,479.532

5,084,933.443

1,660,297.933

99,368.465

537,221.820

22,466.076

922.949

360,179.650

5,796,005.707

  

  

  

  

  

  

  

  

  

  

LPL Financial Services

9785 Towne Centre Drive

San Diego, CA 92121-1968

   Greater Asia ex Japan Opportunities Fund – Class C      6.84     1,092.763   

Philip Robert McLoughlin

Rosemarie McLoughlin JT WROS

Chatham, MA 02633-2506

  

Emerging Markets Equity Income Fund – Class A

Herzfeld Fund – Class A

    

 

6.84

8.00


   

 

961.217

984.409

  

  

Mitra & Co. (1)

FBO 98 c/o M&I Trust Co NA,

Attn: MF

11270 West Park Pl, Ste 400

Milwaukee, WI 53224-3638

   International Equity Fund – Class I      33.51     766,840.929   

MLPF&S (1)

For the Sole Benefit of its Customers

Attn: Fund Administration

4800 Deer Lake Drive E 3 rd Floor

Jacksonville, FL 32246-6484

  

AlphaSector SM Rotation Fund – Class A

AlphaSector SM Rotation Fund – Class C

AlphaSector SM Rotation Fund – Class I

Alternatives Diversifier Fund – Class A

Alternatives Diversifier Fund – Class C

Alternatives Diversifier Fund – Class I

Bond Fund – Class A

Bond Fund – Class B

Bond Fund – Class C

    

 

 

 

 

 

 

 

 

9.46

29.93

27.29

10.34

27.45

36.00

7.07

5.68

11.99


   

 

 

 

 

 

 

 

 

1,580,934.654

4,013,060.578

2,830,735.051

572,617.645

1,371,184.060

1,193,569.630

407,841.755

3,308.585

94,872.382

  

  

  

  

  

  

  

  

  

 

84


Table of Contents

Name of Shareholder

  

Fund and Class

  

Percentage of
Class

   

Number of
Shares

 
  

Dynamic AlphaSector SM Fund – Class I

Foreign Opportunities Fund – Class C

Global Dividend Fund – Class C

Global Dividend Fund – Class I

Global Opportunities Fund – Class C

High Yield Fund – Class C

International Real Estate Securities Fund – Class C

Multi-Sector Fixed Income Fund – Class A

Multi-Sector Fixed Income Fund – Class C

Multi-Sector Fixed Income Fund – Class I

Multi-Sector Short Term Bond Fund – Class I

Multi-Sector Short Term Bond Fund – Class T

Premium AlphaSector SM Fund – Class A

Premium AlphaSector SM Fund – Class C

Premium AlphaSector SM Fund – Class I

Real Estate Securities Fund – Class B

Real Estate Securities Fund – Class C

Real Estate Securities Fund – Class I

Senior Floating Rate Fund – Class C

Senior Floating Rate Fund – Class I

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8.21

17.88

26.01

6.48

44.65

10.91

6.75

7.40

25.91

28.84

31.21

31.57

5.53

19.56

25.54

10.13

12.96

6.00

17.57

32.36


   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,483,095.183

427,975.629

237,287.580

239,948.850

87,021.362

80,712.584

17,160.363

1,412,561.282

2,678,493.657

2,220,207.806

113,641,488.341

46,319,893.674

5,555,993.060

11,710,779.832

28,183,737.617

16,931.972

234,109.987

774,879.606

1,813,179.524

3,517,496.849

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

MLPF&S (1)

For the Sole Benefit of its Customers

Attn: Fund Administration

4800 Deer Lake Drive E FL 2

Jacksonville, FL 32246-6484

  

Dynamic AlphaSector SM Fund – Class A

Dynamic AlphaSector SM Fund – Class B

Dynamic AlphaSector SM Fund – Class C

    

 

 

32.93

20.50

13.06


   

 

 

5,776,724.592

3,160.664

667,542.646

  

  

  

Rainer Mohaupt

Acapulco Gro Mexico

   Greater Asia ex Japan Opportunities Fund – Class I      20.96     4,684.171   

Morgan Stanley Smith Barney (1)

Harborside Financial Center Plaza 2 FL 3

Jersey City, NJ 07311

  

AlphaSector SM Rotation Fund – Class A

AlphaSector SM Rotation Fund – Class C

AlphaSector SM Rotation Fund – Class I

Alternatives Diversifier Fund – Class A

Alternatives Diversifier Fund – Class C

Alternatives Diversifier Fund – Class I

Bond Fund – Class C

California Tax-Exempt Bond Fund – Class A

Dynamic AlphaSector SM Fund – Class B

Dynamic AlphaSector SM Fund – Class C

Dynamic AlphaSector SM Fund – Class I

Foreign Opportunities Fund – Class A

Foreign Opportunities Fund – Class C

Foreign Opportunities Fund – Class I

Global Dividend Fund – Class C

Global Opportunities Fund – Class A

Global Opportunities Fund – Class C

Global Opportunities Fund – Class I

High Yield Fund – Class C

International Real Estate Securities Fund – Class C

Multi-Sector Fixed Income Fund – Class C

Multi-Sector Fixed Income Fund – Class I

Multi-Sector Short Term Bond Fund – Class A

Multi-Sector Short Term Bond Fund – Class B

Multi-Sector Short Term Bond Fund – Class C

Multi-Sector Short Term Bond Fund – Class I

Multi-Sector Short Term Bond Fund – Class T

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.00

20.45

34.07

5.99

30.30

38.67

12.87

6.43

38.95

29.01

19.82

13.24

20.62

12.12

13.81

6.86

6.37

99.82

10.95

26.54

19.28

37.53

17.19

15.26

17.67

25.64

28.92


   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,002,496.637

2,742,122.031

3,533,327.862

331,588.424

1,513,176.345

1,282,350.825

101,812.612

141,766.404

6,003.370

1,482,065.943

3,582,884.817

2,347,529.682

493,502.496

3,411,010.756

125,966.353

481,504.342

12,410.648

2,386,099.162

81,022.898

67,462.120

1,992,974.062

2,889,232.411

113,072,020.998

99,637.152

44,292,718.882

93,350,274.538

42,427,830.563

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 

85


Table of Contents

Name of Shareholder

 

Fund and Class

  

Percentage of
Class

   

Number of
Shares

 
 

Premium AlphaSector SM Fund – Class A

Premium AlphaSector SM Fund – Class C

Premium AlphaSector SM Fund – Class I

Real Estate Securities Fund – Class A

Real Estate Securities Fund – Class B

Real Estate Securities Fund – Class C

Real Estate Securities Fund – Class I

Senior Floating Rate Fund – Class C

Senior Floating Rate Fund – Class I

    

 

 

 

 

 

 

 

 

6.23

24.66

19.16

6.75

11.91

13.12

5.28

25.64

29.88


   

 

 

 

 

 

 

 

 

6,263,769.097

14,765,941.814

21,137,847.312

1,514,374.331

19,914.804

237,112.092

682,572.093

2,645,319.430

3,247,813.450

  

  

  

  

  

  

  

  

  

NFS LLC FEBO

Jeffrey T. Cerutti

Rebecca Cerutti

Mount Kisco, NY 10549

  Herzfeld Fund – Class I      17.90     19,838.528   

NFS LLC FEBO

Sara G. Griffith TTEE

Sara G. Griffith 2000 Trust

79 Bellevue Ave.

Belvedere, CA 94920-2505

  High Yield Fund – Class A      5.78     1,411,612.695   

NFS LLC

FEBO Donna K. Sefton Ttee

Donna K. Sefton Trust

San Diego, CA 92103-6624

 

California Tax-Exempt Bond Fund – Class I

International Small-Cap Fund – Class I

    

 

37.82

15.62


   

 

826,141.234

79,024.390

  

  

NFS LLC (1)

FEBO FIIOC as Agent for Qualified Employee Benefit Plans (401K) Finops – IC Funds

100 Magellan Way KW1C

Covington, KY 41015-1987

 

Multi-Sector Fixed Income Fund – Class I

Real Estate Securities Fund – Class I

    

 

8.47

10.75


   

 

652,103.378

1,388,806.267

  

  

NFS LLC

FEBO National Trust Mgmt Services Trustee Valley Hospital – Option IT Plan

FBO Richard Keenan Valley

Wyckoff, NJ 07481

  International Real Estate Securities Fund – Class C      13.33     33,869.960   

NFS LLC

FEBO Harley K. Sefton Ttee

Donna K Sefton Irrev Trust

San Diego, CA 92103-6624

 

California Tax-Exempt Bond Fund – Class I

International Small-Cap Fund – Class I

    

 

30.48

12.23


   

 

665,712.601

61,853.659

  

  

NFS LLC FEBO (1)

US Bank National Association

1555 N Rivercenter Dr Ste 302

Milwaukee, WI 53212-3958

  Global Premium AlphaSector SM Fund – Class I      7.02     140,231.458   

Pershing LLC (1)

1 Pershing Plaza

Jersey City, NJ 07399-0002

 

Allocator Premium AlphaSector SM Fund – Class A

Allocator Premium AlphaSector SM Fund – Class C

AlphaSector SM Rotation Fund – Class A

Alternatives Diversifier Fund – Class A

Bond Fund – Class A

Bond Fund – Class C

Dynamic AlphaSector SM Fund – Class C

Emerging Markets Debt Fund – Class C

Emerging Markets Equity Income Fund – Class C

    

 

 

 

 

 

 

 

 

16.03

7.89

7.15

6.30

5.26

5.83

7.82

11.87

9.07


   

 

 

 

 

 

 

 

 

1,131,808.014

1,118,757.173

1,195,546.794

349,171.848

303,379.269

46,144.759

399,755.549

1,409.422

1,328.129

  

  

  

  

  

  

  

  

  

 

86


Table of Contents

Name of Shareholder

 

Fund and Class

  

Percentage of
Class

   

Number of
Shares

 
 

Foreign Opportunities Fund – Class A

Global Commodities Stock Fund – Class C

Global Dividend Fund – Class A

Global Dividend Fund – Class I

Global Premium AlphaSector SM Fund – Class A

Global Real Estate Securities Fund – Class A

Global Real Estate Securities Fund – Class C

Greater European Opportunities Fund – Class I

High Yield Fund – Class C

International Equity Fund – Class A

International Small-Cap Fund – Class C

Multi-Sector Fixed Income Fund – Class A

Multi-Sector Fixed Income Fund – Class B

Multi-Sector Fixed Income Fund – Class C

Multi-Sector Short Term Bond Fund – Class A

Premium AlphaSector SM Fund – Class A

Real Estate Securities Fund – Class A

Real Estate Securities Fund – Class B

Real Estate Securities Fund – Class C

Senior Floating Rate Fund – Class A

    

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6.35

17.46

13.02

6.74

32.52

9.66

16.63

6.04

10.84

13.28

9.09

7.02

81.95

5.83

5.72

6.91

10.23

14.41

5.26

7.21


   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,125,457.583

3,208.244

414,895.115

249,399.938

1,364,843.946

42,216.007

14,275.918

15,990.178

80,184.496

2,171.756

1,015.063

1,339,878.621

702,184.557

602,472.376

37,609,284.804

6,944,794.501

2,296,033.800

24,095.724

95,020.518

1,906,900.151

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

Pyrford International Ltd

Attn: Drew Newman

79 Grosvenor Street

London, England W1K 3JU

 

International Equity Fund – Class A

International Equity Fund – Class C

    

 

64.80

97.57


   

 

10,600.905

10,499.656

  

  

Raymond James (1)

Omnibus for Mutual Funds

Attn: Courtney Waller

880 Carillon Parkway

St. Petersburg, FL 33716

 

Alternatives Diversifier Fund – Class A

Bond Fund – Class B

Global Commodities Stock Fund – Class A

Global Premium AlphaSector SM Fund – Class I

Global Real Estate Securities Fund – Class A

Global Real Estate Securities Fund – Class C

Greater European Opportunities Fund – Class A

Greater European Opportunities Fund – Class C

Real Estate Securities Fund – Class B

Real Estate Securities Fund – Class C

    

 

 

 

 

 

 

 

 

 

8.47

5.85

57.11

23.79

20.73

9.30

13.25

11.50

6.80

17.02


   

 

 

 

 

 

 

 

 

 

469,001.778

3,406.775

74,037.412

475,053.617

90,591.551

7,984.869

71,563.233

1,739.261

11,360.999

307,421.588

  

  

  

  

  

  

  

  

  

  

RBC Capital Markets LLC (1)

Mutual Fund Omnibus Processing

Attn: Mutual Fund Ops Manager

510 Marquette Ave. S

Minneapolis, MN 55402-1110

 

Allocator Premium AlphaSector SM Fund – Class I

Real Estate Securities Fund – Class C

    

 

12.40

7.36


   

 

1,870,599.355

133,052.065

  

  

Reliance Trust Company FBO (1)

P.O. Box 48529

Atlanta, GA 30362

  Real Estate Securities Fund – Class A      6.19     1,388,544.333   

Howard Steinberg

Westport, CT 06880-5923

  Herzfeld Fund – Class C      48.89     10,157.462   

TD Ameritrade Inc. (1)

For the Exclusive Benefit of Our Clients

P.O. Box 2226

Omaha, NE 68103-2226

 

Global Premium AlphaSector SM Fund – Class I

Multi-Sector Short Term Bond Fund – Class I

    

 

7.96

5.93


   

 

158,883.371

21,608,748.550

  

  

 

87


Table of Contents

Name of Shareholder

 

Fund and Class

 

Percentage of
Class

   

Number of
Shares

 

UBS WM USA (1)

Omni Account M/F

Attn: Department Manager

1000 Harbor Blvd FL 5

Weehawken, NJ 07086-6761

 

Allocator Premium AlphaSector SM Fund – Class A

AlphaSector SM Rotation Fund – Class A

AlphaSector SM Rotation Fund – Class C

Alternatives Diversifier Fund – Class A

Alternatives Diversifier Fund – Class C

Bond Fund – Class C

Dynamic AlphaSector SM Fund – Class A

Dynamic AlphaSector SM Fund – Class C

Foreign Opportunities Fund – Class A

Foreign Opportunities Fund – Class C

Global Dividend Fund – Class A

Global Dividend Fund – Class C

Global Premium AlphaSector SM Fund – Class A

Global Premium AlphaSector SM Fund – Class C

Global Real Estate Securities Fund – Class C

High Yield Fund – Class C

International Real Estate Securities Fund – Class C

Multi-Sector Fixed Income Fund – Class A

Multi-Sector Fixed Income Fund – Class C

Multi-Sector Short Term Bond Fund – Class A

Multi-Sector Short Term Bond Fund – Class C

Multi-Sector Short Term Bond Fund – Class T

Premium AlphaSector SM Fund – Class A

Premium AlphaSector SM Fund – Class C

Real Estate Securities Fund – Class A

Real Estate Securities Fund – Class C

Senior Floating Rate Fund – Class A

Senior Floating Rate Fund – Class C

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

15.26

27.94

14.44

18.15

8.41

27.78

25.91

7.84

5.76

8.62

8.67

10.42

26.99

11.77

10.28

8.61

10.72

32.87

21.75

45.35

28.30

13.27

27.16

7.70

5.07

7.28

68.63

24.65


   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,077,408.545

4,669,622.871

1,935,548.986

1,005,211.077

419,839.633

219,759.101

4,545,131.958

400,800.289

1,021,751.993

206,307.083

276,251.178

95,099.334

1,132,744.527

266,612.971

8,819.561

63,697.157

27,254.563

6,271,741.655

2,247,878.035

298,276,188.520

70,939,743.906

19,467,971.700

27,287,552.992

4,610,155.748

1,136,612.464

131,441.567

18,152,707.866

2,543,393.377

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

USAA Investment Management Co.

9800 Fredericksburg Road

San Antonio, TX 78288-0001

  Greater Asia ex Japan Opportunities Fund – Class I     7.16     1,600.467   

VP Distributors Inc.

Attn: Corp Accounting

100 Pearl Street

Hartford, CT 06103-4506

 

Global Real Estate Securities Fund – Class A

Global Real Estate Securities Fund – Class C

High Yield Fund – Class I

International Real Estate Securities Fund – Class A

   

 

 

 

23.80

14.87

100.00

32.46


   

 

 

 

103,992.832

12,764.834

24,287.453

285,227.090

  

  

  

  

Virtus Diversifier Fund

Attn: Amy Robinson

c/o Virtus Investment Partners

100 Pearl Street

Hartford, CT 06103-4506

 

Global Commodities Stock Fund – Class I

Global Dividend Fund – Class I

Global Real Estate Securities Fund – Class I

International Real Estate Securities Fund – Class I

Senior Floating Rate Fund – Class I

   

 

 

 

 

91.73

67.46

74.35

69.84

8.89


   

 

 

 

 

2,089,669.837

2,496,768.015

429,478.307

3,100,370.340

966,511.250

  

  

  

  

  

Virtus Partners Inc. Collateral

FBO BNY Mellon

100 Pearl St. 8 th Floor

Hartford, CT 06103

 

Disciplined Equity Style Fund – Class A

Disciplined Equity Style Fund – Class C

Disciplined Equity Style Fund – Class I

Disciplined Select Bond Fund – Class A

Disciplined Select Bond Fund – Class C

Disciplined Select Bond Fund – Class I

Disciplined Select Country Fund – Class A

Disciplined Select Country Fund – Class C

Disciplined Select Country Fund – Class I

Emerging Markets Debt Fund – Class A

Emerging Markets Debt Fund – Class C

Emerging Markets Debt Fund – Class I

Emerging Markets Equity Income Fund – Class A

Emerging Markets Equity Income Fund – Class C

Emerging Markets Equity Income Fund – Class I

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

100.00

100.00

100.00

100.00

100.00

100.00

100.00

100.00

100.00

50.68

85.31

100.00

72.46

69.45

98.56


   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,084.103

10,082.051

80,681.026

10,029.940

10,027,944

80,247.505

10,000.000

10,000.000

80,000.000

10,152.679

10,133.466

2,519,457.496

10,179.279

10,169.675

488,908.108

  

  

  

  

  

  

  

  

  

  

  

  

  

  

  

 

88


Table of Contents

Name of Shareholder

 

Fund and Class

  

Percentage of
Class

   

Number of
Shares

 
 

Herzfeld Fund – Class A

Herzfeld Fund – Class C

Herzfeld Fund – Class I

International Small-Cap Fund – Class A

International Small-Cap Fund – Class C

International Small-Cap Fund – Class I

Wealth Masters Fund – Class A

Wealth Masters Fund – Class C

Wealth Masters Fund – Class I

    

 

 

 

 

 

 

 

 

82.34

48.70

73.18

91.85

89.58

55.56

72.45

92.81

96.22


   

 

 

 

 

 

 

 

 

10,129.574

10,116.832

81,099.902

10,029.081

10,007.505

281,024.390

10,133.301

10,109.239

81,120.308

  

  

  

  

  

  

  

  

  

Vontobel Asset Management Inc.

1540 Broadway 38 th Floor

New York, NY 10036-4039

  Greater Asia ex Japan Opportunities Fund – Class A      37.93     230,651.542   

Wedbush Securities

1000 Wilshire Blvd.

Los Angeles, CA 90017

  Global Real Estate Securities Fund – Class C      5.74     4,923.911   

Wells Fargo Bank NA

FBO Jewish Fed Endow Lt Alt Inv-Israel

P.O. Box 1533

Minneapolis, MN 55480

  International Equity Fund – Class I      32.99     755,012.481   

Wells Fargo Bank NA

FBO Jewish Fed of Greater Phila Ret Pla

P.O. Box 1533

Minneapolis, MN 55480-1533

  International Equity Fund – Class I      5.66     129,558.904   

Annette Germaine Willikens

Goffstown, NH 03045-2563

  High Yield Fund – Class B      6.87     4,834.757   

 

(1) These entities are omnibus accounts for many individual shareholder accounts. The Funds are not aware of the size or identity of the underlying individual accounts thereof.

ADDITIONAL INFORMATION

Capital Stock and Organization

As a Delaware statutory trust, the Trust’s operations are governed by its Amended and Restated Agreement and Declaration of Trust dated March 1, 2001, as amended. A copy of the Trust’s Certificate of Trust, as amended, is on file with the Office of the Secretary of State of the State of Delaware. Upon the initial purchase of shares, the shareholder agrees to be bound by the Trust’s Agreement and Declaration of Trust, as amended. Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (the “Delaware Act”) provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit corporations. The Trust’s Amended and Restated Agreement and Declaration of Trust expressly provides that the Trust has been organized under the Delaware Act and that the Declaration of Trust is to be governed by Delaware law. It is nevertheless possible that a Delaware statutory trust, such as the Trust, might become a party to an action in another state whose courts refused to apply Delaware law, in which case the Trust’s shareholders could be subject to personal liability.

To guard against this risk, the Amended and Restated Agreement and Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its Trustees, (ii) provides for the indemnification out of Trust property of any shareholders held personally liable for any obligations of the Trust or any series of the Trust and (iii) provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. Thus, the risk of a Trust shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (1) a court refused to apply Delaware law; (2) the liability arose under tort law or, if not, no

 

89


Table of Contents

contractual limitation of liability was in effect; and (3) the Trust itself would be unable to meet its obligations. In the light of Delaware law, the nature of the Trust’s business and the nature of its assets, the risk of personal liability to a Fund shareholder is remote.

The Amended and Restated Agreement and Declaration of Trust further provides that the Trust shall indemnify each of its Trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such Trustee or officer, directly or indirectly, by reason of being or having been a Trustee or officer of the Trust. The Amended and Restated Agreement and Declaration of Trust does not authorize the Trust to indemnify any Trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

Under the Amended and Restated Agreement and Declaration of Trust, the Trust is not required to hold annual meetings to elect Trustees or for other purposes. It is not anticipated that the Trust will hold shareholders’ meetings unless required by law or the Declaration of Trust. The Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board if, at any time, fewer than a majority of the Trustees have been elected by the shareholders of the Trust. The Board is required to call a meeting for the purpose of considering the removal of persons serving as Trustee if requested in writing to do so by the holders of not less than 10% of the outstanding shares of the Trust.

Shares of the Trust do not entitle their holders to cumulative voting rights, so that the holders of more than 50% of the outstanding shares of the Trust may elect all of the Trustees, in which case the holders of the remaining shares would not be able to elect any Trustees. As determined by the Trustees, shareholders are entitled to one vote for each dollar of NAV (number of shares held times the NAV of the applicable class of the applicable Fund).

Pursuant to the Amended and Restated Agreement and Declaration of Trust, the Trustees may create additional funds by establishing additional series of shares in the Trust. The establishment of additional series would not affect the interests of current shareholders in the existing Funds. Pursuant to the Amended and Restated Agreement and Declaration of Trust, the Trustees may establish and issue multiple classes of shares for each Fund.

Each share of each class of a Fund is entitled to such dividends and distributions out of the income earned on the assets belonging to that Fund which are attributable to such class as are declared in the discretion of the Trustees. In the event of the liquidation or dissolution of the Trust, shares of each class of each Fund are entitled to receive their proportionate share of the assets which are attributable to such class of such Fund and which are available for distribution as the Trustees in their sole discretion may determine. Shareholders are not entitled to any preemptive, conversion or subscription rights. All shares, when issued, will be fully paid and non-assessable by the Trust.

Subject to shareholder approval (if then required), the Trustees may authorize each Fund to invest all or part of its investable assets in a single open-end investment company that has substantially the same investment objectives, policies and restrictions as the Fund. As of the date of this SAI, the Trustees do not have any plan to authorize any Fund to so invest its assets.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP serves as the independent registered public accounting firm for the Trust and audits the Trust’s annual financial statements and expresses an opinion thereon.

Custodian and Transfer Agent

The Bank of New York Mellon, One Wall Street, New York, NY 10286, serves as the custodian (the “Custodian”) of the Funds’ assets. The Custodian designated by the Board of Trustees holds the securities in the Funds’ portfolios and other assets for safe keeping. The Custodian does not and will not participate in making investment decisions for the Funds. The Trust has authorized the Custodian to appoint one or more subcustodians for the assets of the Funds held outside the United States. The securities and other assets of each Fund are held by its Custodian or any subcustodian separate from the securities and assets of each other Fund.

Virtus Fund Services, 100 Pearl Street, Hartford, CT 06103, acts as Transfer Agent for the Trust. Pursuant to a Transfer Agent and Service Agreement, Virtus Fund Services receives a fee based on the average net assets across all series of Virtus Mutual Funds at an annual rate ranging from 0.045% to 0.0025%, depending on asset class. Virtus Fund Services is authorized to engage subagents to perform certain shareholder servicing functions from time to time for which such agents shall be paid a fee by the Transfer Agent or the Funds. Pursuant to an agreement among the Trust, Virtus Fund Services and BNY Mellon, BNY Mellon serves as subagent to perform certain shareholder servicing functions for the Funds. For performing such services, BNY Mellon receives a monthly fee from the Trust on behalf of the Funds. Fees paid by the Funds, in addition to the fee paid to Virtus Fund Services, will be reviewed and approved by the Board of Trustees.

 

90


Table of Contents

Reports to Shareholders

The fiscal year of the Trust ends on September 30. The Trust will send financial statements to its shareholders at least semiannually. An annual report containing financial statements audited by the Trust’s independent registered public accounting firm, PricewaterhouseCoopers LLP, will be sent to shareholders each year and is available without charge upon request.

Financial Statements

The Funds’ financial statements for the Trust’s fiscal year ended September 30, 2012, included in the Trust’s 2012 Annual Report to Shareholders are incorporated herein by reference.

 

91


Table of Contents

APPENDIX

Description of Certain Bond Ratings

Moody’s Investors Service, Inc.

Aaa— Bonds that are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt edge.” Interest payments are protected by a large or exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa— Bonds that are rated Aa are judged to be of high quality by all standards. Together with the Aaa group the comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuations of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

A— Bonds that are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa— Bonds that are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Moody’s also provides credit ratings for preferred stocks. Preferred stock occupies a junior position to bonds within a particular capital structure.

aaa— An issue that is rated “aaa” is considered to be a top-quality preferred stock. This rating indicates good asset protection and the least risk of dividend impairment within the universe of preferred stocks.

aa— An issue that is rated “aa” is considered a high-grade preferred stock. This rating indicates that there is a reasonable assurance that earnings and asset protection will remain relatively well maintained in the foreseeable future.

a— An issue that is rated “a” is considered to be an upper-medium grade preferred stock. While risks are judged to be somewhat greater than in the “aaa” and “aa” classifications, earnings and asset protections are, nevertheless, expected to be maintained at adequate levels.

baa— An issue that is rated “baa” is considered to be a medium grade preferred stock, neither highly protected nor poorly secured. Earnings and asset protection appear adequate at present but may be questionable over any great length of time.

Moody’s ratings for municipal notes and other short-term loans are designated Moody’s Investment Grade (MIG). This distinction is in recognition of the differences between short-term and long-term credit risk. Loans bearing the designation MIG 1 are of the best quality, enjoying strong protection by establishing cash flows of funds for their servicing or by established and broad-based access to the market for refinancing, or both. Loans bearing the designation MIG 2 are of high quality, with margins of protection ample although not so large as in the preceding group. A short term issue having a demand feature (i.e., payment relying on external liquidity and usually payable on demand rather than fixed maturity dates) is differentiated by Moody’s with the use of the Symbol VMIG, instead of MIG.

Standard & Poor’s Corporation

AAA— Bonds rated AAA have the higher rating assigned by Standard & Poor’s Corporation. Capacity to pay interest and repay principal is extremely strong.

AA— Bonds rated AA have a very strong capacity to pay interest and repay principal and differ from the higher rated issues only in small degree.

A— Bonds rated A have a very strong capacity to pay interest and repay principal, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.

BBB— Bonds rated BBB are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than in higher rated categories.

S&P’s top ratings for municipal notes issued after July 29, 1984 are SP-1 and SP-2. The designation SP-1 indicates a very strong capacity to pay principal and interest. A “+” is added for those issues determined to possess overwhelming safety characteristics. An “SP-2” designation indicates a satisfactory capacity to pay principal and interest.

 

92


Table of Contents

Commercial paper rated A-2 or better by S&P is described as having a very strong degree of safety regarding timeliness and capacity to repay. Additionally, as a precondition for receiving an S&P commercial paper rating, a bank credit line and/or liquid assets must be present to cover the amount of commercial paper outstanding at all times.

The Moody’s Prime-2 rating and above indicates a strong capacity for repayment of short-term promissory obligations.

GLOSSARY

Commercial Paper: Short-term promissory notes of large corporations with excellent credit ratings issued to finance their current operations.

Certificates of Deposit: Negotiable certificates representing a commercial bank’s obligations to repay funds deposited with it, earning specified rates of interest over given periods.

Bankers’ Acceptances: Negotiable obligations of a bank to pay a draft which has been drawn on it by a customer. These obligations are backed by large banks and usually are backed by goods in international trade.

Time Deposits: Non-negotiable deposits in a banking institution earning a specified interest rate over a given period of time.

Corporate Obligations: Bonds and notes issued by corporations and other business organizations in order to finance their long-term credit needs.

 

93


Table of Contents

VIRTUS OPPORTUNITIES TRUST

PART C—OTHER INFORMATION

 

Item 28. Exhibits

 

(a) Amended Declaration of Trust.

 

  1. Amended and Restated Agreement and Declaration of Trust dated March 1, 2001, filed via EDGAR with Post-Effective Amendment No. 12 (File No. 033-65137) on January 25, 2002 and incorporated herein by reference.

 

  2. Amendment to the Declaration of Trust of Virtus Opportunities Trust (the “Registrant”), dated November 16, 2006, filed via EDGAR with Post-Effective Amendment No. 23 (File No. 033-65137) on January 30, 2007 and incorporated herein by reference.

 

(b) Bylaws of Virtus Opportunities Trust.

 

  1. Amended and Restated By-Laws dated November 16, 2005, filed via EDGAR with Post-Effective Amendment No. 23 (File No. 033-65137) on January 30, 2007 and incorporated herein by reference.

 

  2. Amendment No. 1 to the Amended and Restated By-Laws of the Registrant, dated August 23, 2006, filed via EDGAR with Post-Effective Amendment No. 23 (File No. 033-65137) on January 30, 2007 and incorporated herein by reference.

 

  3. Amendment No. 2 to the Amended and Restated By-Laws of the Registrant, dated August November 17, 2011, filed via EDGAR with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

(c) Reference is made to Registrant’s Agreement and Declaration of Trust. See Exhibit A.

 

(d) Investment Advisory Contracts.

 

  1. Amended and Restated Investment Advisory Agreement between the Registrant, on behalf of Bond Fund, and Virtus Investment Advisers, Inc. (“VIA”) effective November 20, 2002, filed via EDGAR (as Exhibit d.1) with Post-Effective Amendment No. 14 (File No. 033-65137) on January 29, 2004 and incorporated herein by reference.

 

  2. Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA dated June 8, 2006, filed via EDGAR (as Exhibit d.6) with Post-Effective Amendment No. 22 (File No. 033-65137) on June 9, 2006 and incorporated herein by reference.

 

  3. Second Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA, dated June 27, 2007, on behalf of CA-Tax Exempt Bond Fund, Global Dividend Fund (formerly Global Infrastructure Fund), High Yield Fund, Market Neutral Fund, Multi-Sector Fixed Income Fund, Multi-Sector Short Term Bond Fund and Real Estate Securities Fund, filed via EDGAR (as Exhibit d.7) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007 and incorporated herein by reference.

 

  4. Third Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA dated September 24, 2007, on behalf of Alternatives Diversifier Fund, Foreign Opportunities Fund, Global Opportunities Fund, International Real Estate Securities Fund, AlphaSector Rotation Fund and AlphaSector Allocation Fund, filed via EDGAR (as Exhibit d.10) with Post-Effective Amendment No. 28 (File No. 033-65137) on November 14, 2007 and incorporated herein by reference.

 

  5. Fourth Amendment to Amended and Restated Investment Advisory Agreement, between the Registrant and VIA on behalf of Senior Floating Rate Fund effective as of January 31, 2008, filed via EDGAR (as Exhibit d.13) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008 and incorporated herein by reference.

 

  6. Fifth Amendment to Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA effective as of October 1, 2008, filed via EDGAR (as Exhibit d.14) with Post-Effective Amendment No. 32 (File No. 033-65137) on January 28, 2009 and incorporated herein by reference.

 

  7. Sixth Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA on behalf of Global Real Estate Securities Fund, Greater Asia ex Japan Opportunities Fund and Greater European Opportunities Fund effective as of March 2, 2009, filed via EDGAR (as Exhibit d.17) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.


Table of Contents
  8. Seventh Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of May 29, 2009, filed via EDGAR (as Exhibit d.18) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  9. Eighth Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of September 29, 2009, filed via EDGAR (as Exhibit d.22) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  10. Ninth Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of January 1, 2010, filed via EDGAR (as Exhibit d.26) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  11. Tenth Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of June 30, 2010, filed via EDGAR (as Exhibit d.27) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  12. Eleventh Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of September 14, 2010, filed via EDGAR (as Exhibit d.28) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  13. Twelfth Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of January 1, 2011, filed via EDGAR (as Exhibit d.29) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  14. Thirteenth Amendment to Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of March 15, 2011, filed via EDGAR (as Exhibit d.30) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  15.* Fourteenth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective as of February 6, 2012, on behalf of Dynamic AlphaSector Fund (formerly Market Neutral Fund), filed via EDGAR herewith.

 

  16.* Fifteenth Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and VIA effective as of August 28, 2012, on behalf of Emerging Markets Debt Fund, Emerging Markets Equity Income Fund, Herzfeld Fund, International Small-Cap Fund and Wealth Masters Fund, filed via EDGAR herewith.

 

  17.* Sixteenth Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of December 18, 2012, on behalf of Disciplined Equity Style Fund, Disciplined Select Bond Fund and Disciplined Select Country Fund, filed via EDGAR herewith.

 

  18. Subadvisory Agreement between VIA and BMO Asset Management Corp. (formerly Harris Investment Management, Inc.) (“BMO”) on behalf of Global Commodities Stock Fund dated March 15, 2011, filed via EDGAR (as Exhibit d.37) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  19.* Subadvisory Agreement between VIA and Coxe Advisors LLC (“Coxe”) on behalf of Global Commodities Stock Fund dated March 15, 2011, filed via EDGAR herewith.

 

  20. Subadvisory Agreement between VIA and Duff & Phelps Investment Management Co. (“Duff & Phelps”), dated June 27, 2007, on behalf of Global Dividend Fund and Real Estate Securities Fund, filed via EDGAR (as Exhibit d.8 ) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007 and incorporated herein by reference.

 

  a) First Amendment to Subadvisory Agreement between VIA and Duff & Phelps dated September 24, 2007, on behalf of International Real Estate Securities Fund, filed via EDGAR (as Exhibit d.11) with Post-Effective Amendment No. 28 (File No. 033-65137) on November 14, 2007 and incorporated herein by reference.


Table of Contents
  b) Second Amendment to Subadvisory Agreement between VIA and Duff & Phelps on behalf of Global Real Estate Securities Fund dated March 2, 2009, filed via EDGAR (as Exhibit d.20) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  c) Third Amendment to Subadvisory Agreement between VIA and Duff & Phelps on behalf of Global Dividend Fund, Global Real Estate Securities Fund, International Real Estate Securities Fund and Real Estate Securities Fund dated January 1, 2010, filed via EDGAR (as Exhibit d.31) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  21. Subadvisory Agreement between VIA and Euclid Advisors LLC (“Euclid”) on behalf of Alternatives Diversifier Fund, AlphaSector Rotation Fund, Allocator Premium AlphaSector Fund, Global Premium AlphaSector Fund, and Premium AlphaSector Fund dated September 30, 2011, filed via EDGAR (as Exhibit d.32) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  22.* Subadvisory Agreement between VIA and Euclid on behalf of Dynamic AlphaSector Fund dated February 6, 2012, filed via EDGAR herewith.

 

  23. Subadvisory Agreement between VIA and F-Squared Investments, Inc. (“F-Square Investments”)on behalf of AlphaSector Rotation Fund dated September 29, 2009, filed via EDGAR (as Exhibit d.21) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  a) First Amendment to Subadvisory Agreement between VIA and F-Squared Investments on behalf of AlphaSector Rotation Fund dated June 30, 2010, filed via EDGAR (as Exhibit d.25) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  b) Second Amendment to Subadvisory Agreement between VIA and F-Squared Investments dated March 25, 2011, filed via EDGAR (as Exhibit d.34) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  c) Assignment and Assumption Agreement between F-Squared Investments and F-Squared Institutional Advisors, LLC (F-Squared Institutional”) on behalf of Premium AlphaSector Fund dated August 25, 2010, filed via EDGAR (as Exhibit d.33) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  d) Assignment and Assumption Agreement between F-Squared Investments and F-Squared Institutional on behalf of AlphaSector Rotation Fund dated January 1, 2013, to be filed by amendment.

 

  24. Subadvisory Agreement between VIA and F-Squared Institutional, on behalf of Premium AlphaSector Fund dated August 25, 2010, filed via EDGAR (as Exhibit d.35) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  a) First Amendment to Subadvisory Agreement between VIA and F-Squared Institutional, on behalf of Premium AlphaSector Fund, Allocator Premium AlphaSector Fund and Global Premium AlphaSector Fund dated March 15, 2011, filed via EDGAR (as Exhibit d.36) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  b) Assignment and Assumption Agreement between F-Squared Institutional and F-Squared Alternative Investments, LLC (“F-Squared Alternative”) on behalf of Dynamic AlphaSector Fund dated January 1, 2013, to be filed by amendment.

 

  25.* Subadvisory Agreement between VIA and Horizon Asset Management LLC (“Horizon”) on behalf of Wealth Masters Fund dated August 28, 2012, filed via EDGAR herewith.

 

  26.* Subadvisory Agreement between VIA and Kayne Anderson Rudnick Investment Management, LLC (“Kayne Anderson”) on behalf of International Small-Cap Equity Fund dated August 28, 2012, filed via EDGAR herewith.

 

  27.* Subadvisory Agreement between VIA and Kleinwort Benson Investors International, Ltd. (“KBI”) on behalf of Emerging Markets Equity Income Fund dated August 28, 2012, filed via EDGAR herewith.

 

  28. Subadvisory Agreement between VIA and Newfleet Asset Management, LLC (formerly SCM Advisors LLC) (“Newfleet”) dated July 1, 1998, filed via EDGAR (as Exhibit d.2) with Post-Effective Amendment No. 15 (File No. 033-65137) on January 25, 2005 and incorporated herein by reference.


Table of Contents
  a) Investment Subadvisory Agreement Amendment between VIA and Newfleet effective July 1, 1998 for the purpose of amending the Subadvisory Agreement of the same date in order to correct a typographical error in such Subadvisory Agreement, filed via EDGAR (as Exhibit d.3) with Post-Effective Amendment No. 15 (File No. 033-65137) on January 25, 2005 and incorporated herein by reference.

 

  b) Amendment to Subadvisory Agreement between VIA and Newfleet dated November 20, 2002, filed via EDGAR (as Exhibit d.4) with Post-Effective Amendment No. 15 (File No. 033-65137) on January 25, 2005 and incorporated herein by reference.

 

  c) Third Amendment to Subadvisory Agreement between VIA and Newfleet dated September 1, 2006, filed via EDGAR (as Exhibit d.5) with Post-Effective Amendment No. 23 (File No. 033-65137) on January 30, 2007 and incorporated herein by reference.

 

  d) Fourth Amendment to Subadvisory Agreement between VIA and Newfleet, on behalf of High Yield Fund, dated June 27, 2007, filed via EDGAR (as Exhibit d.9) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007 and incorporated herein by reference.

 

  e) Fifth Amendment to Subadvisory Agreement between VIA and Newfleet, on behalf of Bond Fund and High Yield Fund, dated January 1, 2010, filed via EDGAR (as Exhibit d.23) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  f) Sixth Amendment to Subadvisory Agreement between VIA and Newfleet on behalf of Multi-Sector Fixed Income Fund, Multi-Sector Short Term Bond Fund and Senior Floating Rate Fund dated June 2, 2011, filed via EDGAR (as Exhibit d.38) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  g) Seventh Amendment to Subadvisory Agreement between VIA and Newfleet on behalf of CA Tax-Exempt Bond Fund dated September 30, 2011, filed via EDGAR (as Exhibit d.39) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  29.* Subadvisory Agreement between VIA and Newfleet on behalf of Emerging Markets Debt Fund dated August 28, 2012, filed via EDGAR herewith.

 

  30.* Subadvisory Agreement between VIA and Newfound Investments, LLC (“Newfound”) on behalf of Disciplined Equity Style Fund, Disciplined Select Bond Fund and Disciplined Select Country Fund dated December 18, 2012, filed via EDGAR herewith.

 

  31. Subadvisory Agreement between VIA and Pyrford International Ltd. (“Pyrford”) on behalf of International Equity Fund dated September 14, 2010, filed via EDGAR (as Exhibit d.40) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  32.* Subadvisory Agreement between VIA and Thomas J. Herzfeld Advisors, Inc. (“Herzfeld”) on behalf of Herzfeld Fund dated August 28, 2012, filed via EDGAR herewith.

 

  33. Subadvisory Agreement between VIA and Vontobel Asset Management, Inc. (“Vontobel”) dated September 24, 2007, on behalf of Foreign Opportunities Fund, filed via EDGAR (as Exhibit d.12) with Post-Effective Amendment No. 28 (File No. 033-65137) on November 14, 2007 and incorporated herein by reference.

 

  a) First Amendment to Subadvisory Agreement between VIA and Vontobel dated January 1, 2009, filed via EDGAR (as Exhibit d.15) with Post-Effective Amendment No. 33 (File No. 033-65137) on March 2, 2009 and incorporated by reference.

 

  b) Second Amendment to Subadvisory Agreement between VIA and Vontobel on behalf of Global Opportunities Fund dated January 28, 2009, filed via EDGAR (as Exhibit d.16) with Post-Effective Amendment No. 33 (File No. 033-65137) on March 2, 2009 and incorporated by reference.

 

  c) Third Amendment to Subadvisory Agreement between VIA and Vontobel on behalf of Greater Asia ex Japan Opportunities Fund and Greater European Opportunities Fund dated April 21, 2009, filed via EDGAR (as Exhibit d.19) with Post-Effective Amendment No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  d) Fourth Amendment to Subadvisory Agreement between VIA and Vontobel on behalf of Foreign Opportunities Fund, Global Opportunities Fund, Greater Asia ex Japan Opportunities Fund and Greater European Opportunities Fund dated January 1, 2010, filed via EDGAR (as Exhibit d.24) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.


Table of Contents
(e) Underwriting Agreement.

 

  1. Underwriting Agreement between VP Distributors, LLC (formerly VP Distributors, Inc.) (“VP Distributors”) and Registrant dated July 1, 1998 and filed via EDGAR with Post-Effective Amendment No. 15 (File No. 033-65137) on January 25, 2005 and incorporated herein by reference. A Form of Underwriting Agreement between VP Distributors and Registrant was previously filed via EDGAR with Post-Effective Amendment No. 5 (File No. 033-65137) on May 20, 1998 and incorporated herein by reference.

 

  2.* Form of Sales Agreement between VP Distributors and dealers (December 18, 2012), filed via EDGAR herewith.

 

(f) None.

 

(g) Custodian Agreement.

 

  1. Master Custody Agreement between Registrant and The Bank of New York Mellon, dated November 5, 2009, filed via EDGAR with PEA No. 36 (File No. 033-65137) on January 28, 2010 and incorporated herein by reference.

 

  a) First Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated September 14, 2010, filed via EDGAR (as Exhibit g.2) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  b) Second Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated February 25, 2011, filed via EDGAR (as Exhibit g.3) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  c) Third Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated March 15, 2011, filed via EDGAR (as Exhibit g.4) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  d) Fourth Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated July 18, 2011, filed via EDGAR (as Exhibit g.5) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  e)* Fifth Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated December 9, 2011, filed via EDGAR herewith.

 

  f)* Sixth Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated August 28, 2012, filed via EDGAR herewith.

 

  g)* Seventh Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated December 18, 2012, filed via EDGAR herewith.

 

(h) Other Material Contracts.

 

  1. Amended and Restated Transfer Agency and Service Agreement between the Virtus Mutual Funds and VP Distributors dated January 1, 2010, filed via EDGAR with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  a) Amendment to Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds and VP Distributors effective as of April 14, 2010, filed via EDGAR (as Exhibit h.2) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  b) Second Amendment to Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds and VP Distributors effective as of March 15, 2011, filed via EDGAR (as Exhibit h.3) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  c) Third Amendment to Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds and VP Distributors effective as of January 1, 2013, filed via EDGAR herewith.


Table of Contents
  2. Amended and Restated Administration Agreement between Registrant and VP Distributors dated January 1, 2010, filed via EDGAR (as Exhibit h.4) with PEA No. 36 (File No. 033-65137) on January 28, 2010 and incorporated herein by reference.

 

  a) First Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated April 14, 2010, filed via EDGAR (as Exhibit h.5) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  b) Second Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated June 30, 2010, filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  c) Third Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated September 14, 2010, filed via EDGAR (as Exhibit h.7) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  d) Fourth Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated January 1, 2011, filed via EDGAR (as Exhibit h.8) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  e) Fifth Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated March 15, 2011, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  f)* Sixth Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated August 28, 2012, filed via EDGAR herewith.

 

  g)* Seventh Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated December 18, 2012, filed via EDGAR herewith.

 

  3.* Fifteenth Amendment to Amended and Restated Expense Limitation Agreement between Registrant and VIA effective as of August 28, 2012, filed via EDGAR herewith.

 

(i) Legal Opinion.

 

  1. Opinion and consent of Morris, Nichols, Arsht & Tunnell, filed via EDGAR with Pre-Effective Amendment No. 2 (File No. 033-65137) on February 29, 1996 and incorporated herein by reference.

 

  2. Opinion of Counsel as to legality of shares dated September 29, 2009, filed via EDGAR with Post-Effective No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

(j) Other Opinions.

 

  1.* Consent of Independent Registered Public Accounting Firm, filed via EDGAR herewith.

 

(k) Not applicable.

 

(l) Share Purchase Agreement (the “Share Purchase Agreement”) between Registrant and GMG/Seneca Capital Management, L.P., filed via EDGAR with Pre-Effective Amendment No. 2 (File No. 033-65137) on February 29, 1996 and incorporated herein by reference.

 

(m) Rule 12b-1 Plans.

 

  1. Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) effective March 1, 2007, filed via EDGAR (as Exhibit m.1.) with Post-Effective Amendment No. 25 (File No. 033-65137) on June 27, 2007 and incorporated herein by reference.

 

  a) Amendment to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective June 27, 2007, filed via EDGAR (as Exhibit m.4) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007 and incorporated herein by reference.

 

  b) Amendment No. 2 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective September 24, 2007, filed via EDGAR (as Exhibit m.8) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008 and incorporated herein by reference.


Table of Contents
  c) Amendment No. 3 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective October 1, 2007, filed via EDGAR (as Exhibit m.11) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008 and incorporated herein by reference.

 

  d) Amendment No. 4 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective January 31, 2008, filed via EDGAR (as Exhibit m.13) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008 and incorporated herein by reference.

 

  e) Amendment No. 5 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective March 2, 2009, filed via EDGAR (as Exhibit m.15) with Post-Effective No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  f) Amendment No. 6 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective April 21, 2009, filed via EDGAR (as Exhibit m.16) with Post-Effective No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  g) Amendment No. 7 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective June 30, 2010, filed via EDGAR (as Exhibit m.19) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  h) Amendment No. 8 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective September 14, 2010, filed via EDGAR (as Exhibit m.21) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  i) Amendment No. 9 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective March 15, 2011, filed via EDGAR (as Exhibit m.23) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  j)* Amendment No. 10 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective August 28, 2012, filed via EDGAR herewith.

 

  k)* Amendment No. 11 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective December 18, 2012, filed via EDGAR herewith.

 

  2. Class B Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective March 1, 2007, filed via EDGAR (as Exhibit m.2) with Post-Effective Amendment No. 25 (File No. 033-65137) on June 27, 2007 and incorporated herein by reference.

 

  a) Amendment to Class B Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective June 27, 2007, filed via EDGAR (as Exhibit m.5) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007 and incorporated herein by reference.

 

  b) Amendment No. 2 to Class B Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective September 24, 2007, filed via EDGAR (as Exhibit m.9) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008 and incorporated herein by reference.

 

  3. Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective March 1, 2007, filed via EDGAR (as Exhibit m.3) with Post-Effective Amendment No. 25 (File No. 033-65137) on June 27, 2007 and incorporated herein by reference.

 

  a) Amendment to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective June 27, 2007, filed via EDGAR (as Exhibit m.6) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007 and incorporated herein by reference.

 

  b) Amendment No. 2 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective September 24, 2007, filed via EDGAR (as Exhibit m.10) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008 and incorporated herein by reference.


Table of Contents
  c) Amendment No. 3 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective October 1, 2007, filed via EDGAR (as Exhibit m.12) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008 and incorporated herein by reference.

 

  d) Amendment No. 4 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective January 31, 2008, filed via EDGAR (as Exhibit m.14) with Post-Effective Amendment No. 29 (File No. 033-65137) on January 28, 2008 and incorporated herein by reference.

 

  e) Amendment No. 5 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective March 2, 2009, filed via EDGAR (as Exhibit m.17) with Post-Effective No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  f) Amendment No. 6 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective April 21, 2009, filed via EDGAR (as Exhibit m.18) with Post-Effective No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  g) Amendment No. 7 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective June 30, 2010, filed via EDGAR (as Exhibit m.20) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  h) Amendment No. 8 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective September 14, 2010, filed via EDGAR (as Exhibit m.22) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  i) Amendment No. 9 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective March 15, 2011, filed via EDGAR (as Exhibit m.24) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  j)* Amendment No. 10 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective August 28, 2012, filed via EDGAR herewith.

 

  k)* Amendment No. 11 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective December 18, 2012, filed via EDGAR herewith.

 

  4. Class T Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective June 27, 2007, filed via EDGAR (as Exhibit m.7) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007 and incorporated herein by reference.

 

(n) Rule 18f-3 Plans.

 

  1. Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of August 19, 2009, filed via EDGAR with Post-Effective No. 34 (File No. 033-65137) on October 1, 2009 and incorporated herein by reference.

 

  a) First Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of June 30, 2010, filed via EDGAR (as Exhibit n.2) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  b) Second Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of September 14, 2010, filed via EDGAR (as Exhibit n.3) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011 and incorporated herein by reference.

 

  c) Third Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of March 15, 2011, filed via EDGAR (as Exhibit n.4) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  d)* Fourth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of August 8, 2012, filed via EDGAR herewith.

 

  e)* Fifth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of August 28, 2012, filed via EDGAR herewith.

 

  f)* Sixth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of September 21, 2012, filed via EDGAR herewith.


Table of Contents
  g) Seventh Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of December 18, 2012, filed via EDGAR herewith.

 

(o) Reserved.

 

(p) Code of Ethics.

 

  1.* Amended and Restated Codes of Ethics of the Virtus Mutual Funds dated February 2012, filed via EDGAR herewith.

 

  2.* Amended and Restated Code of Ethics of Duff & Phelps, Euclid, Kayne Anderson, Newfleet, Newfound, VIA and VP Distributors dated October 1, 2012, filed via EDGAR herewith.

 

  3.* Standards of Business Conduct and Code of Ethics of Subadviser BMO amended as of July 1, 2012, filed via EDGAR herewith.

 

  4.* Code of Ethics and Insider Trading Policy of Sub-Subadviser Coxe as of February 1, 2012, filed via EDGAR herewith.

 

  5.* Code of Ethics of Subadviser Vontobel dated February 2, 2012, filed via EDGAR herewith.

 

  6.* Code of Ethics of Subadviser F-Squared Alternative and F-Squared Institutional dated September 15, 2012, filed via EDGAR herewith.

 

  7. Code of Ethics of Subadviser Pyrford, filed via EDGAR with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference.

 

  8.* Code of Ethics of Subadviser Herzfeld dated May 23, 2012, filed via EDGAR herewith.

 

  9.* Code of Ethics of Subadviser Horizon dated June 2012, filed via EDGAR herewith.

 

  10.* Code of Ethics of Subadviser KBI dated May 2012, filed via EDGAR herewith.

 

(q) Power of Attorney for all Trustees, dated February 28, 2008, filed via EDGAR with Post-Effective Amendment No. 32 (File No. 033-65137) on January 28, 2009 and incorporated herein by reference.

 

*  

Filed herewith

 

Item 29. Persons Controlled by or Under Common Control with the Fund

None.

 

Item 30. Indemnification

The indemnification of Registrant’s principal underwriter against certain losses is provided for in Section 9 of the Underwriting Agreement incorporated herein by reference to Exhibit 6.1 of the Registrant’s Registration Statement filed on Form N-1A on October 6, 1998. Indemnification of Registrant’s Custodian is provided for in Article III, section 8 and Article VIII section 1(c) of the Master Custody Agreement incorporated herein by reference to Exhibit G.2 of the Registrant’s Registration Statement filed on Form N-1A on July 28, 2010. The indemnification of Registrant’s Transfer Agent and Administrator is provided for, respectively, in Article 6 of the Amended and Restated Transfer Agency and Service Agreement incorporated herein by reference to Exhibit 13(a) and Paragraph 5 of the Amended and Restated Administration Agreement incorporated herein by reference to Exhibit 13(c) of the Registrant’s Registration Statement filed on Form N-14 on March 25, 2010.

In addition, Article VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to Exhibit A of the Registrant’s Registration Statement filed on Form N-1A on October 30, 2000, provides in relevant part as follows:

“A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager or Principal Underwriter of the Trust. The Trust (i) may indemnify an agent of the Trust or any Person who is serving or has served at the Trust’s request as an agent of


Table of Contents

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 1940 Act, as amended and in the manner provided in the By-Laws; provided that such indemnification shall not be available to any of the foregoing Persons in connection with a claim, suit or other proceeding by any such Person against the Trust or a Series (or Class) thereof.

All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series (or Class thereof if the Trustees have included a Class limitation on liability in the agreement with such person as provided below), or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.

Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. …

…A Trustee shall be liable to the Trust and to any Shareholder solely for her or his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.”

In addition, Article III section 7 of such Agreement and Declaration of Trust provides for the indemnification of shareholders of the Registrant as follows: “If any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Person’s acts or omissions, the Shareholder or former Shareholder (or such Person’s heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust against all cost and expense reasonably incurred in connection with such claim or demand, but only out of the assets held with respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust may, at its option and shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets held with respect to the particular series.”

Article VI Section 2 of the Registrant’s Bylaws incorporated herein by reference to Exhibit B.1 of the Registrant’s Registration Statement filed on Form N-1A on October 27, 2006, provides in relevant part, subject to certain exceptions and limitations, “every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.” Such indemnification would not apply in the case of any liability to which the Registrant would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties. The Investment Advisory Agreement, Subadvisory Agreements, Foreign Custody Manager Agreement, Sub-Administration Agreement and Sub-Transfer Agency and Service Agreement, each as amended, respectively provide that the Registrant will indemnify the other party (or parties, as the case may be) to the agreement for certain losses. Similar indemnities to those listed above may appear in other agreements to which the Registrant is a party.

The Registrant, in conjunction with VIA, the Registrant’s Trustees, and other registered investment management companies managed by VIA, maintains insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against such person and incurred by him or arising out of his position. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify him.

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such


Table of Contents

indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Item 31. Business and Other Connections of Investment Adviser and Subadvisers

See “Management of the Funds” in the Prospectus and “Services of the Adviser and Subadvisers” and “Management of the Trust” in the Statement of Additional Information which is included in this Post-Effective Amendment. For information as to the business, profession, vocation or employment of a substantial nature of directors and officers of the Adviser and Subadvisers, reference is made to the Adviser’s and Subadviser’s current Form ADV filed under the Investment Advisers Act of 1940, and incorporated herein by reference.

 

Adviser

   SEC File No.:
VIA    801-5995
BMO    801-35533
Coxe    801-69880
Duff & Phelps    801-14813
Euclid    801-54263
F-Squared Alternative    801-72940
F-Squared Institutional    801-71753
Herzfeld    801-20866
Horizon    801-47515
Kayne Anderson    801-24241
KBI: SEC File No.    801-60358
Newfleet (f/k/a SCM Advisors)    801-51559
Newfound    801-77272
Pyrford    801-34270
Vontobel    801-21953

 

Item 32. Principal Underwriter

VP Distributors serves as the principal underwriter for the following registrants:

Virtus Equity Trust, Virtus Insight Trust, Virtus Opportunities Trust and Virtus Variable Insurance Trust.

 

(b) Directors and executive officers of VP Distributors, 100 Pearl Street, Hartford, CT 06103 are as follows:

 

Name and Principal

Business Address

   Positions and Offices with Distributor   

Positions and Offices

with Registrant

George R. Aylward    Director and Executive Vice President    President and Trustee
Kevin J. Carr    Vice President, Counsel and Secretary    Vice President, Counsel, Chief Legal Officer and Secretary
Nancy J. Engberg    Vice President and Assistant Secretary    Vice President and Chief Compliance Officer
David Hanley    Vice President and Treasurer    None
David C. Martin    Vice President and Chief Compliance Officer    None
Jeff Cerutti    Director and President    None
Francis G. Waltman    Director    Senior Vice President


Table of Contents
(c) To the best of the Registrant’s knowledge, no commissions or other compensation was received by any principal underwriter who is not an affiliated person of the Registrant or an affiliated person of such affiliated person, directly or indirectly, from the Registrant during the Registrant’s last fiscal year.

 

Item 33. Location of Accounts and Records

Persons maintaining physical possession of accounts, books and other documents required to be maintained by Section 31(a) of the 1940 Act and the Rules promulgated thereunder include:

 

Secretary of the Trust:   Principal Underwriter, Administrator and Transfer Agent:

Kevin J. Carr, Esq.

100 Pearl Street

Hartford, CT 06103

 

VP Distributors, LLC

100 Pearl Street

Hartford, CT 06103

Investment Adviser:   Custodian:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103

 

The Bank of New York Mellon

One Wall Street

New York, NY 10286

Fund Accountant, Sub-Administrator, Sub-Transfer Agent

and Dividend Dispersing Agent:

  Subadvisers to: Global Commodities Stock Fund

BNY Mellon Investment Servicing (US) Inc.

301 Bellevue Parkway

Wilmington, DE 19809

 

BMO Asset Management Corp.

190 South LaSalle Street, 4th Floor

Chicago, IL 60603

 

Coxe Advisors LLP

115 South Lasalle Street, 11TH Floor

Chicago, IL 60603

Subadviser to: Global Dividend Fund, Global Real Estate

Securities Fund, International Real Estate Securities Fund

and Real Estate Securities Fund

 

Subadviser to: Alternatives Diversifier Fund,

AlphaSector Rotation Fund, Dynamic AlphaSector Fund,

Allocator Premium AlphaSector Fund, Global Premium

AlphaSector Fund, and Premium AlphaSector Fund

Duff & Phelps Investment Management Co.

200 South Wacker Drive, Suite 500

Chicago, IL 60606

 

Euclid Advisors, LLC

100 Pearl Street

Hartford, CT 06103

Subadviser to Allocator Premium AlphaSector Fund, ,

Global Premium AlphaSector Fund and Premium

AlphaSector Fund and AlphaSector Rotation Fund:

  Subadviser to: Dynamic AlphaSector Fund

F-Squared Institutional Advisors, LLC

2221 Washington Street, Suite 201

Newton, MA 02462

 

F-Squared Alternative Investments, LLC

2221 Washington Street, Suite 201

Newton, MA 02462

Subadviser to: Herzfeld Fund   Subadviser to: Wealth Masters Fund

Thomas J. Herzfeld Advisors, Inc.

119 Washington Avenue, Suite 504

Miami Beach, FL 33139

 

Horizon Asset Management LLC

470 Park Avenue South

New York, NY 10016

Subadviser to: International Small-Cap Equity Fund   Subadviser to: Emerging Markets Equity Income Fund

Kayne Anderson Rudnick Investment Management, LLC

1800 Avenue of the Stars, 2nd Floor

Los Angeles, CA 90067

 

Kleinwort Benson Investors International, Ltd.

Joshua Dawson House, Dawson Street

Dublin 2, Ireland


Table of Contents

Subadviser to: CA Tax-Exempt Bond Fund, Bond Fund,

Emerging Markets Debt Fund; High Yield Fund, Multi-

Sector Fixed Income Fund, Multi-Sector Short Term Bond

Fund and Senior Floating Rate Fund

 

Subadviser to: Disciplined Equity Style Fund, Disciplined

Select Bond Fund and Disciplined Select Country Fund

Newfleet Asset Management, LLC

100 Pearl Street

Hartford, CT 06103

 

Newfound Investments, LLC

100 Pearl Street

Hartford, CT 06103

Subadviser to: International Equity Fund  

Subadviser to: Foreign Opportunities Fund, Global

Opportunities Fund, Greater Asia ex Japan

Opportunities Fund and Greater European

Opportunities Fund

Pyrford International Ltd.

79 Grosvenor Street

London, W1K 3JU, United Kingdom

 

Vontobel Asset Management, Inc.

1540 Broadway, 38th Floor

New York, NY 10036

 

Item 34. Management Services

None.

 

Item 35. Undertakings

None.


Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the 1940 Act, as amended, the Registrant certifies that it meets all of the requirements for effectiveness for this registration statement under Rule 485(b) of the Securities Act and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford and the State of Connecticut on the 25 th day of January, 2013.

 

VIRTUS OPPORTUNITIES TRUST
By:   / S / G EORGE R. A YLWARD
    George R. Aylward
    President

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 25 th day of January, 2013.

 

Signature

  

Title

/ S / G EORGE R. A YLWARD   
George R. Aylward   

Trustee and President (principal executive officer)

/ S / W. P ATRICK B RADLEY   
W. Patrick Bradley   

Chief Financial Officer and Treasurer

(principal financial and accounting officer)

/ S / L EROY K EITH , J R .   
Leroy Keith, Jr.*   

Trustee

/ S / P HILIP R. M C L OUGHLIN   
Philip R. McLoughlin*   

Trustee and Chairman

/ S / G ERALDINE M. M C N AMARA   
Geraldine M. McNamara*   

Trustee

/ S / J AMES M. O ATES   
James M. Oates*   

Trustee

/ S / R ICHARD E. S EGERSON   
Richard E. Segerson*   

Trustee

/ S / F ERDINAND L.J. V ERDONCK   
Ferdinand L.J. Verdonck*   

Trustee

 

*By   G EORGE R. A YLWARD
 

*George R. Aylward, Attorney-in-Fact,

pursuant to a power of attorney


Table of Contents
Item 28. Exhibits

 

d.15    Fourteenth Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA effective as of February 6, 2012, on behalf of Dynamic AlphaSector Fund (formerly Market Neutral Fund).
d.16    Fifteenth Amendment to the Amended and Restated Investment Advisory Agreement between Registrant and VIA effective as of August 28, 2012, on behalf of Emerging Markets Debt Fund, Emerging Markets Equity Income Fund, Herzfeld Fund, International Small-Cap Fund and Wealth Masters Fund.
d.17    Sixteenth Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of December 18, 2012, on behalf of Disciplined Equity Style Fund, Disciplined Select Bond Fund and Disciplined Select Country Fund.
d.19    Subadvisory Agreement between VIA and Coxe Advisors LLC on behalf of Global Commodities Stock Fund dated March 15, 2011.
d.22    Subadvisory Agreement between VIA and Euclid on behalf of Dynamic AlphaSector Fund dated February 6, 2012.
d.25    Subadvisory Agreement between VIA and Horizon on behalf of Wealth Masters Fund dated August 28, 2012.
d.26    Subadvisory Agreement between VIA and Kayne Anderson on behalf of International Small-Cap Equity Fund dated August 28, 2012.
d.27    Subadvisory Agreement between VIA and KBI on behalf of Emerging Markets Equity Income Fund dated August 28, 2012.
d.29    Subadvisory Agreement between VIA and Newfleet on behalf of Emerging Markets Debt Fund dated August 28, 2012.
d.30    Subadvisory Agreement between VIA and Newfound on behalf of Disciplined Equity Style Fund, Disciplined Select Bond Fund and Disciplined Select Country Fund dated December 18, 2012.
d.32    Subadvisory Agreement between VIA and Herzfeld on behalf of Herzfeld Fund dated August 28, 2012.
e.2    Form of Sales Agreement between VP Distributors and dealers (December 18, 2012).
g.1.e    Fifth Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated December 9, 2011.
g.1.f    Sixth Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated August 28, 2012.
g.1.g    Seventh Amendment to Master Custody Agreement between Registrant and The Bank of New York Mellon, dated December 18, 2012.
h.1.c    Third Amendment to Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds and VP Distributors effective as of January 1, 2013.
h.2.f    Sixth Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated August 28, 2012.
h.2.g    Seventh Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors dated December 18, 2012.
h.3    Fifteenth Amendment to Amended and Restated Expense Limitation Agreement between Registrant and VIA effective as of August 28, 2012.
j.1    Consent of Independent Registered Public Accounting Firm.
m.1.j    Amendment No. 10 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective August 28, 2012.
m.1.k    Amendment No. 11 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective December 18, 2012.
m.3.j    Amendment No. 10 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective August 28, 2012.
m.3.k    Amendment No. 11 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective December 18, 2012.


Table of Contents
n.1.d    Fourth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of August 8, 2012.
n.1.e    Fifth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of August 28, 2012.
n.1.f    Sixth Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of September 21, 2012.
n.1.g    Seventh Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of December 18, 2012.
p.1    Amended and Restated Codes of Ethics of the Virtus Mutual Funds dated February 2012.
p.2    Amended and Restated Code of Ethics of Duff & Phelps, Euclid, Kayne Anderson, Newfleet, Newfound, VIA and VP Distributors dated October 1, 2012.
p.3    Standards of Business Conduct and Code of Ethics of Subadviser BMO amended as of July 1, 2012.
p.4    Code of Ethics and Insider Trading Policy of Sub-Subadviser Coxe as of February 1, 2012.
p.5    Code of Ethics of Subadviser Vontobel dated February 2, 2012.
p.6    Code of Ethics of Subadviser F-Squared Alternative and F-Squared Institutional dated September 15, 2012.
p.8    Code of Ethics of Subadviser Herzfeld dated May 23, 2012.
p.9    Code of Ethics of Subadviser Horizon dated June 2012.
p.10    Code of Ethics of Subadviser KBI dated May 2011.

FOURTEENTH AMENDMENT

TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT effective as of the 6 th day of February, 2012 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of June 8, 2006, June 27, 2007, September 24, 2007, January 31, 2008, October 1, 2008, March 2, 2009, May 29, 2009, September 29, 2009, January 1, 2010, June 30, 2010, September 14, 2010, January 1, 2011 and March 15, 2011 (the “Agreement”) by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:

 

1.

The name of Virtus Market Neutral Fund is hereby amended throughout the Agreement to be “Virtus Dynamic AlphaSector SM Fund.”

 

2. Solely with respect to Virtus Dynamic AlphaSector Fund, Section 9(a) of the Agreement is hereby amended to delete the second sentence, and Section 9(c) of the Agreement is hereby amended to delete the phrase “upon the average of the daily net asset values for such Series.”

 

3. The investment advisory fee for Virtus Dynamic AlphaSector Fund is hereby amended to be as set forth on Schedule A attached hereto, Schedule A to the Agreement is hereby deleted and Schedule A attached hereto is substituted in its place to reflect such amendment.

 

4. Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used but not defined herein shall have such meanings as ascribed thereto in the Agreement, as amended.

 

5. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]


IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers of other representatives.

 

VIRTUS OPPORTUNITIES TRUST
By:    
Name:   George R. Aylward
Title:   President
VIRTUS INVESTMENT ADVISERS, INC.
By:    
Name:   Francis G. Waltman
Title:   Executive Vice President


SCHEDULE A

 

Series

   Investment Advisory Fee

Virtus Alternatives Diversifier Fund

   0.00%

Virtus Premium AlphaSector Fund

   1.10%

 

    

1 st $1

Billion

   

$1+ Billion

through

$2 Billion

    $2+ Billion  

Virtus CA Tax-Exempt Bond Fund

     0.45     0.40     0.35

Virtus Global Commodities Stock Fund

     1.00     0.95     0.90

Virtus Global Infrastructure Fund

     0.65     0.60     0.55

Virtus Global Opportunities Fund

     0.85     0.80     0.75

Virtus Global Real Estate Securities Fund

     0.85     0.80     0.75

Virtus High Yield Fund

     0.65     0.60     0.55

Virtus International Real Estate Securities Fund

     1.00     0.95     0.90

Virtus Multi-Sector Fixed Income Fund

     0.55     0.50     0.45

Virtus Multi-Sector Short Term Bond Fund

     0.55     0.50     0.45

Virtus Real Estate Securities Fund

     0.75     0.70     0.65

Virtus Senior Floating Rate Fund

     0.60     0.55     0.50
    

1 st $2

Billion

   

$2+ Billion

through

$4 Billion

    $4+ Billion  

Virtus Allocator Premium AlphaSector Fund

     1.10     1.05     1.00

Virtus Foreign Opportunities Fund

     0.85     0.80     0.75

Virtus Global Premium AlphaSector Fund

     1.10     1.05     1.00

Virtus International Equity Fund

     0.85     0.80     0.75

 

    

1 st $1

Billion

    $1+ Billion

Virtus AlphaSector Allocation Fund

     0.45   0.40%

Virtus AlphaSector Rotation Fund

     0.45   0.40%

Virtus Bond Fund

     0.45   0.40%

Virtus Greater Asia ex Japan Opportunities Fund

     1.00   0.95%

Virtus Greater European Opportunities Fund

     0.85   0.80%

Virtus Dynamic AlphaSector Fund

     1.50   1.40%


Solely with respect to Virtus Dynamic AlphaSector Fund, the amount payable shall be based upon the average daily managed assets of such Series. “Managed Assets” means the total assets of the Series, including any assets attributable to borrowings, minus the Series’ accrued liabilities other than such borrowings. The fee rates listed above for such Series (the “base fee rate”) shall also be subject to a performance adjustment, as follows (the “fulcrum fee”):

The base fee rate will be adjusted by adding or subtracting 0.10% (10 basis points) for each 1.00% of absolute performance by which the Series’ performance exceeds or lags that of the S&P 500 ® Index (the “Index”). The maximum performance adjustment is plus or minus 1.00% (100 basis points), which would occur if the Series performed 10 percentage points better or worse than the Index.

Performance is measured for purposes of the performance adjustment over the most recent 36-month period ( i.e. , a rolling 36-month period), consisting of the current month for which performance is available plus the previous 35 months. This comparison will be made at the end of each month. Until twelve months have elapsed from the effectiveness of the amendment to the Investment Advisory Agreement in which the Adviser agreed to this performance adjustment for the Series, no performance adjustment will apply. Beginning with the thirteenth calendar month immediately following such effective date, the performance adjustment will be calculated based upon the cumulative performance period since such date; after 36 months have elapsed since such date, the Series will begin calculating the performance adjustment based upon the most recent 36-month period on a rolling basis.

FIFTEENTH AMENDMENT

TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT effective as of the 28 th day of August, 2012 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of June 8, 2006, June 27, 2007, September 24, 2007, January 31, 2008, October 1, 2008, March 2, 2009, May 29, 2009, September 29, 2009, January 1, 2010, June 30, 2010, September 14, 2010, January 1, 2011, March 15, 2011 and February 6, 2012 (the “Agreement”), by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:

 

  1. Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Herzfeld Fund, Virtus International Small-Cap Fund and Virtus Wealth Masters Fund (each a “Fund”, collectively the “Funds”) are hereby added as additional Series to the Agreement.

 

  2. The investment advisory fee for the Funds are hereby set forth on Schedule A to the Agreement, Schedule A is hereby deleted and Schedule A attached hereto is substituted in its place to reflect such addition.

 

  3. Virtus AlphaSector Allocation Fund is hereby removed as a Series from the Agreement.

 

  4. Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement, as amended.

 

  5. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]


IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers of other representatives.

 

VIRTUS OPPORTUNITIES TRUST
By:    
Name:   W. Patrick Bradley
Title:   Vice President, Chief Financial Officer & Treasurer
VIRTUS INVESTMENT ADVISERS, INC.
By:    
Name:   Francis G. Waltman
Title:   Executive Vice President


SCHEDULE A

 

Series

   Investment
Advisory
Fee

Virtus Alternatives Diversifier Fund

   0.00%

Virtus Premium AlphaSector Fund

   1.10%

 

     1 st  $1 Billion    

$1+ Billion

through

$2 Billion

    $2+ Billion  

Virtus CA Tax-Exempt Bond Fund

     0.45     0.40     0.35

Virtus Global Commodities Stock Fund

     1.00     0.95     0.90

Virtus Global Infrastructure Fund

     0.65     0.60     0.55

Virtus Global Opportunities Fund

     0.85     0.80     0.75

Virtus Global Real Estate Securities Fund

     0.85     0.80     0.75

Virtus High Yield Fund

     0.65     0.60     0.55

Virtus International Real Estate Securities Fund

     1.00     0.95     0.90

Virtus Multi-Sector Fixed Income Fund

     0.55     0.50     0.45

Virtus Multi-Sector Short Term Bond Fund

     0.55     0.50     0.45

Virtus Real Estate Securities Fund

     0.75     0.70     0.65

Virtus Senior Floating Rate Fund

     0.60     0.55     0.50
     1 st $2 Billion    

$2+ Billion

through

$4 Billion

    $4+ Billion  

Virtus Allocator Premium AlphaSector Fund

     1.10     1.05     1.00

Virtus Foreign Opportunities Fund

     0.85     0.80     0.75

Virtus Global Premium AlphaSector Fund

     1.10     1.05     1.00

Virtus International Equity Fund

     0.85     0.80     0.75

 

     1 st  $1 Billion     $1+ Billion

Virtus AlphaSector Rotation Fund

     0.45   0.40%

Virtus Bond Fund

     0.45   0.40%

Virtus Dynamic AlphaSector Fund

     1.50   1.40%

Virtus Emerging Markets Debt Fund

     0.75   0.70%

Virtus Emerging Markets Equity Income Fund

     1.05   1.00%

Virtus Greater Asia ex Japan Opportunities Fund

     1.00   0.95%

Virtus Greater European Opportunities Fund

     0.85   0.80%

Virtus Herzfeld Fund

     1.00   0.95%

Virtus International Small-Cap Fund

     1.00   0.95%

Virtus Wealth Masters Fund

     0.85   0.80%


Solely with respect to Virtus Dynamic AlphaSector Fund , the amount payable shall be based upon the average daily managed assets of such Series. “Managed Assets” means the total assets of the Series, including any assets attributable to borrowings, minus the Series’ accrued liabilities other than such borrowings. The fee rates listed above for such Series (the “base fee rate”) shall also be subject to a performance adjustment, as follows (the “fulcrum fee”):

The base fee rate will be adjusted by adding or subtracting 0.10% (10 basis points) for each 1.00% of absolute performance by which the Series’ performance exceeds or lags that of the S&P 500 ® Index (the “Index”). The maximum performance adjustment is plus or minus 1.00% (100 basis points), which would occur if the Series performed 10 percentage points better or worse than the Index.

Performance is measured for purposes of the performance adjustment over the most recent 36-month period ( i.e. , a rolling 36-month period), consisting of the current month for which performance is available plus the previous 35 months. This comparison will be made at the end of each month. Until twelve months have elapsed from the effectiveness of the amendment to the Investment Advisory Agreement in which the Adviser agreed to this performance adjustment for the Series, no performance adjustment will apply. Beginning with the thirteenth calendar month immediately following such effective date, the performance adjustment will be calculated based upon the cumulative performance period since such date; after 36 months have elapsed since such date, the Series will begin calculating the performance adjustment based upon the most recent 36-month period on a rolling basis.

SIXTEENTH AMENDMENT

TO AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

THIS AMENDMENT effective as of the 18 th day of December, 2012 amends that certain Amended and Restated Investment Advisory Agreement dated as of November 20, 2002, and amended as of June 8, 2006, June 27, 2007, September 24, 2007, January 31, 2008, October 1, 2008, March 2, 2009, May 29, 2009, September 29, 2009, January 1, 2010, June 30, 2010, September 14, 2010, January 1, 2011, March 15, 2011, February 6, 2012 and August 28, 2012 (the “Agreement”), by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Trust”), and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), as follows:

 

  1. Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund and Virtus Disciplined Select Country Fund (each a “Fund”, collectively the “Funds”) are hereby added as additional Series to the Agreement.

 

  2. The investment advisory fee for the Funds are hereby set forth on Schedule A to the Agreement, Schedule A is hereby deleted and Schedule A attached hereto is substituted in its place to reflect such addition.

 

  3. Except as expressly amended hereby, all provisions of the Agreement shall remain in full force and effect and are unchanged in all other respects. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement, as amended.

 

  4. This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]


IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Agreement to be executed by their duly authorized officers of other representatives.

 

VIRTUS OPPORTUNITIES TRUST
By:    
Name:   W. Patrick Bradley
Title:   Vice President, Chief Financial Officer & Treasurer

 

VIRTUS INVESTMENT ADVISERS, INC.
By:    
Name:   Francis G. Waltman
Title:   Executive Vice President


SCHEDULE A

 

Series

   Investment Advisory Fee

Virtus Alternatives Diversifier Fund

   0.00%

Virtus Premium AlphaSector Fund

   1.10%

 

     1 st  $1 Billion    

$1+ Billion
through

$2 Billion

    $2+ Billion  

Virtus CA Tax-Exempt Bond Fund

     0.45     0.40     0.35

Virtus Global Commodities Stock Fund

     1.00     0.95     0.90

Virtus Global Dividend Fund (formerly Virtus Global Infrastructure Fund)

     0.65     0.60     0.55

Virtus Global Opportunities Fund

     0.85     0.80     0.75

Virtus Global Real Estate Securities Fund

     0.85     0.80     0.75

Virtus High Yield Fund

     0.65     0.60     0.55

Virtus International Real Estate Securities Fund

     1.00     0.95     0.90

Virtus Multi-Sector Fixed Income Fund

     0.55     0.50     0.45

Virtus Multi-Sector Short Term Bond Fund

     0.55     0.50     0.45

Virtus Real Estate Securities Fund

     0.75     0.70     0.65

Virtus Senior Floating Rate Fund

     0.60     0.55     0.50

 

     1 st  $2 Billion    

$2+ Billion
through

$4 Billion

    $4+ Billion  

Virtus Allocator Premium AlphaSector Fund

     1.10     1.05     1.00

Virtus Disciplined Select Country Fund

     1.10     1.05     1.00

Virtus Disciplined Select Bond Fund

     0.80     0.75     0.70

Virtus Disciplined Equity Style Fund

     1.00     0.95     0.90

Virtus Foreign Opportunities Fund

     0.85     0.80     0.75

Virtus Global Premium AlphaSector Fund

     1.10     1.05     1.00

Virtus International Equity Fund

     0.85     0.80     0.75

 

     1 st  $1 Billion     $1+ Billion

Virtus AlphaSector Rotation Fund

     0.45   0.40%

Virtus Bond Fund

     0.45   0.40%

Virtus Dynamic AlphaSector Fund

     1.50   1.40%

Virtus Emerging Markets Debt Fund

     0.75   0.70%

Virtus Emerging Markets Equity Income Fund

     1.05   1.00%

Virtus Greater Asia ex Japan Opportunities Fund

     1.00   0.95%

Virtus Greater European Opportunities Fund

     0.85   0.80%

Virtus Herzfeld Fund

     1.00   0.95%

Virtus International Small-Cap Fund

     1.00   0.95%

Virtus Wealth Masters Fund

     0.85   0.80%


Solely with respect to Virtus Dynamic AlphaSector Fund , the amount payable shall be based upon the average daily managed assets of such Series. “Managed Assets” means the total assets of the Series, including any assets attributable to borrowings, minus the Series’ accrued liabilities other than such borrowings. The fee rates listed above for such Series (the “base fee rate”) shall also be subject to a performance adjustment, as follows (the “fulcrum fee”):

The base fee rate will be adjusted by adding or subtracting 0.10% (10 basis points) for each 1.00% of absolute performance by which the Series’ performance exceeds or lags that of the S&P 500 ® Index (the “Index”). The maximum performance adjustment is plus or minus 1.00% (100 basis points), which would occur if the Series performed 10 percentage points better or worse than the Index.

Performance is measured for purposes of the performance adjustment over the most recent 36-month period ( i.e. , a rolling 36-month period), consisting of the current month for which performance is available plus the previous 35 months. This comparison will be made at the end of each month. Until twelve months have elapsed from the effectiveness of the amendment to the Investment Advisory Agreement in which the Adviser agreed to this performance adjustment for the Series, no performance adjustment will apply. Beginning with the thirteenth calendar month immediately following such effective date, the performance adjustment will be calculated based upon the cumulative performance period since such date; after 36 months have elapsed since such date, the Series will begin calculating the performance adjustment based upon the most recent 36-month period on a rolling basis.

VIRTUS OPPORTUNITIES TRUST

Virtus Global Commodities Stock Fund

SUBADVISORY AGREEMENT

March 15, 2011

Coxe Advisors, LLP

190 South LaSalle Street, 4th floor

Chicago, Illinois 60603

 

RE: Subadvisory Agreement

Ladies and Gentlemen:

Virtus Opportunities Trust (“Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (“Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series (collectively, sometimes hereinafter referred to as the “Series”).

Subject to the direction of the Trustees of the Fund (“Trustees”), Virtus Investment Advisers, Inc. (“Virtus”) is responsible for managing the Fund’s investment program and the general operations of the Fund, including oversight of the Fund’s subadvisers and recommending their hiring, termination and replacement. By agreement dated March 15, 2011, Virtus retained Harris Investment Management, Inc. (“Adviser”) as a discretionary subadviser for that discrete portion of the assets of the Series designated by Virtus as set forth on Schedule C attached hereto (“Designated Series”). Under that agreement, Adviser is responsible for the day-to-day management of the Designated Series.

Under this Agreement, Adviser, with the consent of Virtus, has determined that it is in the best interest of the Designated Series and its shareholders to collaborate with Coxe Advisors, LLP (“Subadviser”) in furnishing investment advisory services to the Designated Series. Mr. Donald G. M. Coxe (“Mr. Coxe”), the managing partner of Subadviser, has had over thirty-five years of experience, 18 of which were with Adviser’s affiliates, in providing investment advice concerning issuers the value of whose equity securities is derived primarily, whether directly or indirectly, from various physical commodities (“Commodity Equity Securities”). Adviser has had over 40 years’ experience providing investment advice to institutional clients, and three years’ experience working directly with Subadviser and Mr. Coxe to offer investment advice concerning Commodity Equity Securities to such clients. The Designated Series will be advised by an investment team comprised of individuals from both Adviser and Subadviser.

 

1. Employment as a Subadviser . Subadviser is hereby employed by Adviser to furnish non-discretionary investment advisory services to Virtus and Adviser on behalf of the Designated Series, on the terms and conditions set forth herein. In particular, Subadviser is employed by Adviser to collaborate with Adviser in recommending the investments to be acquired and disposed of by Adviser on behalf of the Designated Series. Adviser retains all discretion delegated to it by Virtus under its subadvisory agreement, including all discretion relating to constructing the Designated Series’ portfolio, entering transactions on behalf of the Designated Series and selecting brokers and dealers to execute such transactions.

 

1


2. Acceptance of Employment; Standard of Performance . Subadviser accepts its employment as a non-discretionary subadviser to Adviser on behalf of the Designated Series and agrees to use its best professional judgment to collaborate with Adviser in recommending investments for acquisition or disposition by Adviser for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule B attached hereto and made a part hereof.

 

3. Services of Subadviser . In providing advisory services to the Designated Series, Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to Subadviser by Adviser, to the investment restrictions set forth in the Act and the rules thereunder (“Rules”), and to instructions from the Fund, Virtus or Adviser. In addition, Subadviser shall consult with Adviser as requested on various operational and compliance matters, including asset valuation, proxy voting, and marketing. The services of Subadviser hereunder are not to be deemed exclusive. Subadviser may render services with respect to other clients, including other clients of Adviser, and engage in other activities that do not conflict in any material manner with Subadviser’s performance hereunder.

 

4. Transaction Procedures . Subadviser’s duties under this Agreement are limited to collaborating with Adviser on investment recommendations made for the Designated Series. Subadviser shall have no authority or responsibility for implementing the recommendations on behalf of the Designated Series, including the execution of any transaction. Subadviser acknowledges that Adviser is solely responsible for portfolio construction and trade execution. Subadviser acknowledges further that it shall not have possession or custody of any funds and/or securities of the Designated Series or any responsibility or liability with respect to such custody.

 

5. Allocation of Brokerage . Subadviser shall not have any authority or discretion to select brokers and dealers to execute Designated Series transactions and shall have no responsibility for seeking best execution of transactions it recommends. Adviser acknowledges that it is solely responsible for seeking best execution of transactions for the Designated Series.

 

6. Proxies . Subadviser acknowledges that, although it will consult with Adviser as requested with respect to Adviser’s individual proxy voting decisions, it shall have no authority or responsibility for voting or handling proxies or for filing Form N-PX in relation to the assets of the Designated Series. Subadviser is similarly not authorized to deal with reorganizations, exchange offers, other voluntary corporate actions or any litigation with respect to securities held by the Designated Series.

 

2


7. Prohibited Conduct . In providing the services described in this Agreement, Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets, except that Subadviser and Adviser will consult with each other regarding the Designated Series and their joint investment recommendations. Adviser shall provide Subadviser with a list of investment advisers to investment companies sponsored by Virtus Investment Partners, Inc. and Subadviser shall be in breach of the foregoing provision only if it consults with an investment adviser to any investment company included in such a list provided to Subadviser prior to such prohibited action. For avoidance of doubt, nothing set forth herein shall prevent Adviser and Subadviser from collaborating on any investment portfolio recommendations made for the Designated Series or from cooperating in any and all ways necessary to provide the services contemplated by this Agreement.

 

8. Information and Reports .

 

  A. Subadviser is responsible for keeping Adviser informed of developments relating to its duties as Subadviser of which Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, Adviser may, from time to time and with reasonable notice and due consideration of Subadviser’s limited role with respect to the Designated Series, request Subadviser to prepare and provide periodic reports concerning its obligations under this Agreement. In particular, prior to each meeting of the Trustees, Subadviser is responsible for providing Adviser with reports regarding Subadviser’s advisory services to the Designated Series during the most recently completed quarter, which reports: (i) shall include, to the extent possible, Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and (ii) otherwise shall be in such form as may be mutually agreed upon by Adviser and Subadviser.

 

  B. Adviser shall provide Subadviser with a list, to the best of Adviser’s knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of Adviser or Virtus, and Adviser agrees promptly to update such list whenever Adviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

  C. Subadviser shall provide Adviser with a list, to the best of Subadviser’s knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of Subadviser, and Subadviser agrees promptly to update such list whenever Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

3


  D. Subadviser shall also provide Adviser with any information reasonably requested by Adviser regarding its advice related to the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

 

  E. Adviser shall be responsible for making any filings related to investments for the Designated Series which may be required either by regulatory authorities or the Trustees, which shall include, but shall not be limited to, any required filings on Forms 13D, 13F, 13G, N-PX or similar forms. Upon reasonable request by Subadviser, Adviser shall provide Subadviser with copies of any such filings which include information relevant to Subadviser’s responsibilities with respect to the Designated Series.

 

9. Fees for Services . The compensation of Subadviser for its services under this Agreement shall be calculated and paid by Adviser in accordance with the attached Schedule A. Adviser is solely responsible for the payment of fees to Subadviser under this Agreement.

 

10. Limitation of Liability . Except as otherwise stated in this Agreement, Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, Virtus or Adviser; provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information, or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder. For the avoidance of doubt, to the extent that specific directions or instructions from the Fund, Virtus or Adviser to Subadviser result in a material breach, Subadviser shall not be liable for such breach unless Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations and duties hereunder caused such material breach.

 

11. Confidentiality . Subject to the duty of the Subadviser and Adviser to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser, Adviser, Virtus and the Fund in respect thereof.

 

12.

Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. Subadviser shall notify Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable Adviser to consider whether an assignment as

 

4


defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with Subadviser. In addition, Subadviser shall not, without the prior written consent of Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. For the avoidance of doubt, Adviser acknowledges that Adviser and Subadviser work collaboratively to manage the investments of the Designated Series and that Subadviser relies on Adviser for administrative and support services related to the Designated Series, and Adviser does not consider such use to be a delegation prohibited by this paragraph.

 

13. Representations, Warranties and Agreements of Adviser . Adviser represents, warrants and agrees that:

 

  A. It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

  B. It is authorized by its subadvisory agreement with Virtus to employ Subadviser under the terms and conditions of this Agreement.

 

  C. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules such records as are required of an investment adviser of a registered investment company, to the extent applicable to Adviser and to the extent such records are not directly redundant to those maintained by Virtus or the Subadviser. Adviser acknowledges that such records may be joint property of the Fund, Virtus, Adviser and Subadviser for regulatory purposes and will share copies of any such joint records upon reasonable request of the Fund, Virtus or Subadviser or otherwise make such records available for inspection by regulatory authorities. Subadviser acknowledges that Adviser may retain originals or copies of all records required to meet the record retention requirements imposed by law and regulation and Adviser’s obligations under its agreement with Virtus.

 

  C. It will maintain a written code of ethics complying with the requirements of Rule 17j-l under the Act and Rule 204A-1 under the Advisers Act and shall provide Subadviser with a copy of its code of ethics and evidence of its adoption. Adviser shall institute and maintain procedures deemed reasonably necessary by Adviser to prevent Access Persons (as defined in Rule 17j-1 and Rule 204A-1) who have access to information concerning the Designated Series, including Access Persons of Subadviser identified by Subadviser as such, from violating the Adviser’s codes of ethics. Adviser shall maintain and share with Subadviser required records maintained by Adviser with respect to Subadviser’s Access Persons who have access to information concerning the Designated Series. Nothing herein shall be deemed to relieve Subadviser from its own code of ethics requirements, or to impose liability on Adviser for any violation by Subadviser’s Access Persons of any rule or provision of law with respect to Subadviser’s services hereunder.

 

5


  D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by Adviser and its supervised persons of “federal securities laws” (as defined in Rule 38a-1 under the Act). To the extent that such policies and procedures are relevant to the collaboration between Adviser and Subadviser with respect to the Designated Series, Adviser will provide Subadviser with true and complete copies of such policies and procedures (or summaries thereof) and related information reasonably requested by Subadviser. Adviser agrees periodically to provide to Subadviser’s compliance personnel certifications in respect of compliance by Adviser with federal securities laws and compliance with its policies and procedures to the extent relevant to Subadviser’s management and operation of the Designated Series as the Subadviser’s compliance personnel may reasonably request. Adviser agrees to promptly notify Subadviser of any compliance violations which affect the Designated Series.

 

  E. Adviser will immediately notify Subadviser of the occurrence of any event which would disqualify Adviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. Adviser will also immediately notify Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

14. Representations, Warranties and Agreements of Subadviser . Subadviser represents, warrants and agrees that:

 

  A. It is registered as an “investment adviser” under the Advisers Act.

 

  B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules such records as are required of an investment adviser of a registered investment company, to the limited extent applicable to Subadviser and to the extent such records are not directly redundant to those maintained by Adviser or Virtus. Subadviser acknowledges that such records may be joint property of the Fund, Virtus, Adviser and Subadviser for regulatory purposes and will share copies of any such joint records upon reasonable request of the Fund, Virtus or Adviser or otherwise make such records available for inspection by regulatory authorities. Adviser acknowledges that Subadviser may retain originals or copies of all records required to meet the record retention requirements imposed by law and regulation and Subadviser’s obligations under this Agreement.

 

  C.

For purposes of this Agreement and the Designated Series, Access Persons of Subadviser who are Access Persons with respect to the Designated Series shall comply with and report under Adviser’s code of ethics. Subadviser shall also adopt its own code of ethics complying with the requirements of Rule 204A-1 and Rule 17j-l, and shall provide Adviser with a copy of its code of ethics and

 

6


evidence of its adoption. To the extent that there may be variations in Subadviser’s code of ethics necessary to cover Subadviser’s obligations with respect to its advisory publications, such variations shall not apply to nor impede compliance by Subadviser’s Access Persons who are joint Access Persons of Adviser and Subadviser with respect to the Designated Series. Subadviser shall institute procedures deemed reasonably necessary to prevent Access Persons from violating both the Adviser’s and the Subadviser’s codes of ethics. Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of Subadviser shall certify to Adviser that Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of Subadviser’s code of ethics, or of Rule 17j-1(b), or that any persons covered under Subadviser’s code of ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation of its of Adviser’s codes of ethics or the code of ethics of the Fund has occurred, that appropriate action was taken in response to such violation. Annually, Subadviser shall furnish to Adviser a written report which complies with the requirements of Rule 17j-1 concerning Subadviser’s code of ethics. Subadviser shall permit Adviser to examine its required code of ethics reports.

 

  D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, relevant policies and procedures reasonably designed to prevent, detect and correct violations by Subadviser and its supervised persons of “federal securities laws” (as defined in Rule 38a-1 under the Act), and has provided Adviser with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by Adviser. With respect to the Designated Series, Subadviser may adopt as its own to the extent relevant, and comply with, written policies and procedures adopted and implemented by Adviser if such policies and procedures are deemed adequate by Subadviser to satisfy Subadviser’s obligations hereunder; provided, however, that such adoption shall not be deemed to impose liability on Adviser with respect to the adequacy of Subadviser’s policies and procedures. Subadviser agrees to cooperate with periodic reviews by Adviser’s compliance personnel of Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to Adviser from time to time such additional information and certifications in respect of Subadviser’s policies and procedures, compliance by Subadviser with federal securities laws and related matters as Adviser’s compliance personnel may reasonably request. Subadviser agrees to promptly notify Adviser of any compliance violations which affect the Designated Series.

 

  E. Subadviser will immediately notify Adviser of the occurrence of any event which would disqualify Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. Subadviser will also immediately notify Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

7


15. Marketing Literature and Use of Name . No party shall describe, disclose or otherwise reference any other party in any prospectus, statement of additional information, or regulatory filings without providing an opportunity for the party about whom such information is written to review and approve any such reference; provided that such approval shall not be unreasonably denied or delayed.

 

16. No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

 

17. Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement between Subadviser and Adviser with the consent of Virtus, which amendment, other than amendments to Schedule B, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.

 

18. Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2012. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by Adviser, by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

 

19. Termination . This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination. In the event Adviser’s Subadvisory Agreement with Virtus with respect to the Designated Series is terminated for any cause whatsoever, this Agreement will immediately terminate.

 

8


20. Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

 

21. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

22. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by receipt-confirmed facsimile or electronic transmission in portable document format (“PDF”) addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

 

Firm:    Harris Investment Management, Inc.    Coxe Advisors LLP
Attention:    Barry McInerney, President & CEO    Donald G. M. Coxe, Managing Partner
Address:   

190 S. LaSalle Street, 4th floor

Chicago, IL 60603

  

190 S. LaSalle Street, 4th floor

Chicago, IL 60603

Telephone:    312-461-7720    312-461-5365
Facsimile:    312-461-7096    312-293-5026
E-mail:    barry.mcinerney@bmo.com    dc@coxeadvisors.com

 

23. Certifications . Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to Subadviser’s limited duties and responsibilities under this Agreement.

 

24. Indemnification . Adviser agrees to indemnify and hold harmless Subadviser and Subadviser’s partners, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to (i) any breach by Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, reckless disregard or breach of fiduciary duty of Adviser; (iii) any violation by Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any direction or instruction given by Adviser to Subadviser, except to the extent that such Losses result from the gross negligence, willful misconduct, or bad faith of Subadviser or Subadviser’s reckless disregard of its obligations and duties hereunder.

 

9


25. Receipt of Disclosure Document . Adviser acknowledges receipt, at least 48 hours prior to entering into this Agreement, of a copy of Subadviser’s Form ADV “brochure” as that term is used in Advisers Act Rule 204-3 containing certain information concerning Subadviser and the nature of its business.

 

26. Counterparts; PDF Signatures . This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by electronic transmission of a signed PDF version) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged as PDFs shall be binding and effective to the same extent as original signatures.

 

HARRIS INVESTMENT MANAGEMENT, INC.     COXE ADVISORS LLP
By:         By:    
Name:   Barry McInerney     Name:   Donald G. M. Coxe
Title:   President & Chief Executive Officer     Title:   Managing Partner

 

CONSENTED TO:
Virtus Investment Advisers, Inc.
By:    
Name:   Frank G. Waltman
Title:   Senior Vice President

 

SCHEDULES:    A.    Fee Schedule         
   B.    Subadviser Functions         
   C.    Designated Series         

 

10


SCHEDULE A

SUBADVISORY FEE

(a) For services provided to Adviser, Adviser will pay to Subadviser a fee, payable monthly in arrears, as stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month.

(b) The fee to be paid to Subadviser is to be 40% of the advisory fee paid to Adviser by Virtus.

 

11


SCHEDULE B

COXE FUNCTIONS

With respect to its investment advisory services hereunder, Subadviser shall, at its own expense:

 

  1. Furnish non-discretionary investment advisory services to the Designated Series, consistent with the terms of this Agreement. In furnishing these investment advisory services, Subadviser shall:

 

  a. collaborate with Adviser in recommending appropriate investments for acquisition or disposition by Adviser on behalf of the Designated Series in accordance with the Investment Guidelines as set forth in the prospectus and statement of additional information of the Designated Series;

 

  b. provide the services of Mr. Coxe as co-portfolio manager to the Designated Series to collaborate with Mr. T. Andrew Janes of Adviser as co-portfolio manager and the rest of the investment team, with the understanding that Mr. Coxe has final say over portfolio recommendations, but no authority as to portfolio construction, throughout this collaboration;

 

  c. maintain such books and records with respect to the investment advisory services to be provided hereunder as are required by the Act and the Advisers Act; and

 

  d. provide such information and reports with respect to the investment advisory services to be provided hereunder as shall be reasonably requested by Adviser;

 

  2. Promptly after filing with the SEC an amendment to its Form ADV provide a copy of such amendment to Adviser; and

 

  3. Ensure that appropriate representatives of Subadviser attend meetings with Adviser, Virtus and the Trustees at such time(s) and location(s) as reasonably requested by Adviser. Whenever possible, videoconferences will be deemed as acceptable for attendance.

 

12


SCHEDULE C

DESIGNATED SERIES

Virtus Global Commodities Stock Fund (all assets)

 

13

VIRTUS OPPORTUNITIES TRUST

Virtus Dynamic AlphaSector Fund

SUBADVISORY AGREEMENT

February 6, 2012

Euclid Advisors LLC

100 Pearl Street

Hartford, CT 06103

 

RE: Subadvisory Agreement

Ladies and Gentlemen:

Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including the Virtus Dynamic AlphaSector Fund (sometimes hereafter referred to as the “Series”).

Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

 

1. Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Euclid Advisors LLC (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.

 

2. Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

 

3. Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies.


4. Transaction Procedures . All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

 

5. Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

 

  A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

 

  B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts.

 

2


  C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures.

 

  D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

 

6. Proxies .

 

  A. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act.

 

  B.

The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities

 

3


litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series.

 

7. Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

 

8. Information and Reports .

 

  A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser.

 

  B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

4


  C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

 

9. Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

 

10. Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information , or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.

 

11. Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series.

 

12. Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

 

13. Representations, Warranties and Agreements of the Subadviser . The Subadviser represents, warrants and agrees that:

 

5


  A. It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

  B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

 

  C. It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

 

  D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series.

 

6


  E. The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

14. No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

 

15. Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Fund as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.

 

16. Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2013. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

 

17. Termination . This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination.

 

7


18. Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

 

19. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

20. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

 

  (a) To Virtus or the Fund at:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1028

E-mail: kevin.carr@virtus.com

 

  (b) To Euclid Advisors LLC at:

Euclid Advisors LLC

100 Pearl Street, 8 th Floor

Hartford, CT 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1028

E-mail: kevin.carr@virtus.com

 

21. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

 

8


22. Indemnification . The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser’s directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser’s reckless disregard of its obligations and duties hereunder.

 

23. Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.

 

24. Counterparts; Fax Signatures . This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]

 

9


VIRTUS OPPORTUNITIES TRUST
    By:    
  Name: W. Patrick Bradley
 

Title: Vice President, Chief Financial Officer

 and Treasurer

 

VIRTUS INVESTMENT ADVISERS, INC.
    By:    
  Name: George R. Aylward
  Title: President

ACCEPTED:

EUCLID ADVISORS LLC

 

By:    
  Name: Francis G. Waltman
  Title: Executive Vice President

 

SCHEDULES:    A.    Operational Procedures
   B.    Record Keeping Requirements
   C.    Fee Schedule
   D.    Subadviser Functions
   E.    Form of Sub-Certification
   F.    Designated Series

 

10


SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to The Bank of New York Mellon (the “Custodian”) and BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”) for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.) The necessary information can be sent via facsimile machine to the Custodian and the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

 

  1. Purchase or sale;

 

  2. Security name;

 

  3. CUSIP number, ISIN or Sedols (as applicable);

 

  4. Number of shares and sales price per share or aggregate principal amount;

 

  5. Executing broker;

 

  6. Settlement agent;

 

  7. Trade date;

 

  8. Settlement date;

 

  9. Aggregate commission or if a net trade;

 

  10. Interest purchased or sold from interest bearing security;

 

  11. Other fees;

 

  12. Net proceeds of the transaction;

 

  13. Exchange where trade was executed;

 

  14. Identified tax lot (if applicable); and

 

  15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.

 

11


SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

 

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

 

  A. The name of the broker;

 

  B. The terms and conditions of the order and of any modifications or cancellations thereof;

 

  C. The time of entry or cancellation;

 

  D. The price at which executed;

 

  E. The time of receipt of a report of execution; and

 

  F. The name of the person who placed the order on behalf of the Fund.

 

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

 

  A. Shall include the consideration given to:

 

  (i) The sale of shares of the Fund by brokers or dealers.

 

  (ii) The supplying of services or benefits by brokers or dealers to:

 

  (a) The Fund,

 

  (b) The Adviser,

 

  (c) The Subadviser, and

 

  (d) Any person other than the foregoing.

 

  (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.

 

  B. Shall show the nature of the services or benefits made available.

 

  C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

 

  D. Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

 

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

 

12


4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.

 

5. Records as necessary under Board approved Virtus Mutual Funds’ policies and procedures, including without limitation those related to valuation determinations.

 

* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.

 

13


SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, at the annual rate stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the amount payable shall be based upon the average daily managed assets of the Designated Series. “Managed Assets” means the total assets of the Designated Series, including any assets attributable to borrowings, minus the Series’ accrued liabilities other than such borrowings.

(b) The base subadvisory fee to be paid to the Subadviser is to be 20% of the net base management fee applicable to the Designated Series. For this purpose, the “net base management fee” means the base management fee payable to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 20% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 20% of the amount recaptured.

(c) The base subadvisory fee shall then be subject to a performance adjustment. To calculate the performance adjustment to the subadvisory fee, the rate of the net base management fee will be adjusted by adding or subtracting 0.10% (10 basis points) for each 1.00% of absolute performance by which the Series’ performance exceeds or lags that of the S&P 500 ® Index (the “Index”); the resulting adjustment will then be allocated so that 26% of the adjustment shall be applied to the base subadvisory fee calculated as set forth in paragraph (b) above. The fee to be paid to the Subadviser shall therefore be the sum of the base subadvisory fee and the performance adjustment calculated as set forth in this paragraph (c).

In computing the performance adjustment, performance is measured over the most recent 36-month period ( i.e. , a rolling 36-month period), consisting of the current month for which performance is available plus the previous 35 months. Until twelve months have elapsed from the effectiveness of the amendment to the Investment Advisory Agreement in which the Adviser agreed to this performance adjustment for the Series, no performance adjustment will apply. Beginning with the thirteenth calendar month immediately following such effective date, the performance adjustment will be calculated based upon the cumulative performance period since such date; after 36 months have elapsed since such date, the Series will begin calculating the performance adjustment based upon the most recent 36-month period on a rolling basis. The maximum performance adjustment is plus or minus 1.00% (100 basis points), which would occur if the Series performed 10 percentage points better or worse than the Index.

 

14


SCHEDULE D

SUBADVISER FUNCTIONS

 

With respect to managing the investment and reinvestment of the Designated Series’ assets, the Subadviser shall provide, at its own expense:

 

  (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;

 

  (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance;

 

  (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

 

  (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

 

  (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

 

15


SCHEDULE E

FORM OF SUB-CERTIFICATION

To:

 

Re: Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series].

 

From: [Name of Subadviser]

Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.

[Name of Designated Series].

In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.

Schedule of Investments

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

 

  a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.

 

  b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

 

  c. In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

 

16


I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:

 

  a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion;

 

  b. Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.

I certify that to the best of my knowledge:

 

  a. The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.

 

  b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees.

 

  c. I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.

 

  d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.

 

  e. Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan.

This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.

 

 

    

 

[Name of Subadviser]      Date
[Name of Authorized Signer]     
[Title of Authorized Signer]     

 

17


SCHEDULE F

DESIGNATED SERIES

Virtus Dynamic AlphaSector Fund (all assets)

 

18

VIRTUS OPPORTUNITIES TRUST

VIRTUS WEALTH MASTERS FUND

SUBADVISORY AGREEMENT

August 28, 2012

Horizon Asset Management LLC

470 Park Avenue South

New York, NY 10016

 

RE: Subadvisory Agreement (“Agreement”)

Ladies and Gentlemen:

Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus Wealth Masters Fund (collectively, sometimes hereafter referred to as the “Series”).

Virtus Investment Advisers, Inc. (the “Adviser”) has entered into an investment advisory agreement with the Fund, pursuant to which it evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

 

1. Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Horizon Asset Management LLC (the “Subadviser”), a subsidiary of Horizon Kinetics LLC, as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render the same or similar services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder. In order for the Subadviser to perform the services required by this Agreement, the Adviser (i) shall cause all service providers to the Fund to furnish information to the Subadviser, and (ii) assist the Subadviser as may be required to ensure that the Subadviser has reasonable access to all records and documents maintained by the Fund, the Adviser, or any service provider to the Fund, and (iii) shall deliver to the Subadviser any material that affects how the Subadviser manages the Fund.

 

2. Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

 

3.

Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies. Subadviser shall not be responsible for brokerage commissions; transfer taxes or fees, custody fees of the Fund; expenses for legal, accounting and auditing services; taxes and governmental fees; costs of


  printing and distributing shareholder reports, proxy materials and proxy voting, prospectuses and stock certificates; payment for Fund pricing services; registration and filing fees of the SEC; expenses of registering or qualifying securities of the Fund for sale in the various states; and freight and other charges in connection with the shipment of the Fund’s securities. The Adviser shall reimburse, or shall cause the Fund to reimburse, the Subadviser for any expenses as may reasonably be incurred by the Subadviser in connection with its services hereunder however subadviser is responsible for its own expenses with respect to presentations to the Board on at least an annual basis.

 

4. Transaction Procedures . The Subadviser is hereby authorized as agent and attorney-in-fact for the Designated Series, for the account of, at the risk of and in the name of the Designated Series and, to place orders and issue transactions with respect to those transactions of the Designated Series. All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

 

5. Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

 

  A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

 

  B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts.

 

  C.

The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in

 

2


  each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures.

 

  D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

 

6. Proxies .

 

  A. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act.

 

  B. The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, and the Subadviser’s consent, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series. The Subadviser shall be entitled to reimbursement for all reasonable expenses incurred in connection with the foregoing.

 

7. Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

 

3


8. Information and Reports .

 

  A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser.

 

  B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

  C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

 

9. Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

 

10. Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund or the Adviser, or on the written instruction of counsel to the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information , or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder. The Subadviser shall not be responsible or liable for a failure or delay in the performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Subadviser’s employees), fire, mechanical breakdowns, floods or catastrophes, acts of God, war, riots or failures of the mail, transportation, communication or power supply.

 

11.

Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding

 

4


  the Designated Series in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications. The parties shall work together in creating advertising or promotional materials for the Fund, and neither the Adviser nor the Fund nor any of their respective affiliates shall make reference to or use the name of the Subadviser or any of its affiliates, except as provided herein and except for references concerning the identity of and services provided by the Subadviser to the Fund, which references shall not differ in substance from those included in the prospectus and this Agreement, in any advertising or promotional materials without the prior approval of the Subadviser, which approval shall not be unreasonably withheld or delayed.

 

12. Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

 

13. Representations, Warranties and Agreements of the Subadviser . The Subadviser represents, warrants and agrees that:

 

  A. It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

  B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

 

  C. It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

 

  D.

It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the

 

5


  Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series.

 

  E. The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

14. No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

 

15. Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.

 

16. Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2013. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

 

17. Termination . This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination. In the event that this Agreement is terminated pursuant to the immediately preceding sentence with respect to some but not all of the Designated Series, this Agreement shall remain in full force and effect in accordance with its terms with respect to each of the remaining Designated Series with respect to which it has not been terminated.

 

18. Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

 

6


19. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

20. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

 

  (a) To Virtus or the Fund at:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, Connecticut 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1024

E-mail: kevin.carr@virtus.com

 

  (b) To the Subadviser at:

Horizon Asset Management LLC

470 Park Avenue South

New York, NY 10016

Attn: General Counsel

Telephone: (914) 703-6904

Facsimile: (646) 403-3597

E-mail: jkesslen@horizonkinetics.com

 

21. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

 

22. Indemnification . The Subadviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Subadviser shall have no obligation under this Paragraph to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser or Fund, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser or Fund in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Subadviser or the Trust, or the omission of such information, by the Adviser for use therein.

 

7


The Adviser shall indemnify and hold harmless the Subadviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser shall have no obligation under this Paragraph to the extent that the claim against, or the loss, liability, or damage experienced by the Subadviser, is caused by or is otherwise directly related to (i) any breach by the Subadviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Subadviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Subadviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Subadviser for use therein.

A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

No party will be liable to another party for consequential damages under any provision of this Agreement.

 

23. Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.

 

24. Counterparts; Fax Signatures . This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]

 

8


VIRTUS OPPORTUNITIES TRUST
By:    
  Name: W. Patrick Bradley
  Title: Vice President, Chief Financial Officer & Treasurer
VIRTUS INVESTMENT ADVISERS, INC.
By:    
  Name: Francis G. Waltman
  Title: Executive Vice President

 

ACCEPTED:
Horizon Asset Management LLC
By:    
  Name: J. Douglas Kramer
  Title: Chief Executive Officer

 

SCHEDULES:    A.        Operational Procedures
      B.        Record Keeping Requirements
      C.    Fee Schedule
      D.    Subadviser Functions
      E.    Form of Sub-Certification
      F.    Designated Series

 

9


SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to The Bank of New York Mellon (the “Custodian”) and BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”) for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. When necessary, trade information for executed trades can be sent to the Sub-Accounting Agent on trade date +1 by 11:00 a.m. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.) The necessary information can be sent via facsimile machine or electronic delivery to the Custodian and by facsimile machine or batch files to the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

 

  1. Purchase or sale;

 

  2. Security name;

 

  3. CUSIP number, ISIN or Sedols (as applicable);

 

  4. Number of shares and sales price per share or aggregate principal amount;

 

  5. Executing broker;

 

  6. Settlement agent;

 

  7. Trade date;

 

  8. Settlement date;

 

  9. Aggregate commission or if a net trade;

 

  10. Interest purchased or sold from interest bearing security;

 

  11. Other fees;

 

  12. Net proceeds of the transaction;

 

  13. Exchange where trade was executed;

 

  14. Identified tax lot (if applicable); and

 

  15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.

 

10


SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

 

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

 

  A. The name of the broker;

 

  B. The terms and conditions of the order and of any modifications or cancellations thereof;

 

  C. The time of entry or cancellation;

 

  D. The price at which executed;

 

  E. The time of receipt of a report of execution; and

 

  F. The name of the person who placed the order on behalf of the Fund.

 

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

 

  A. Shall include the consideration given to:

 

  (i) The sale of shares of the Fund by brokers or dealers.

 

  (ii) The supplying of services or benefits by brokers or dealers to:

 

  (a) The Fund,

 

  (b) The Adviser,

 

  (c) The Subadviser, and

 

  (d) Any person other than the foregoing.

 

  (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.

 

  B. Shall show the nature of the services or benefits made available.

 

  C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

 

  D. Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

 

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

 

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.

 

5. Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations.

 

* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.

 

11


SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, at the annual rate stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b)

 

Name of Series

 

Proposed Subadvisory Fee to be Paid by VIA

to Horizon Asset Management LLC

Virtus Wealth Masters Fund   50% of the net advisory fee payable to the Adviser

For this purpose, the “net advisory fee” means the advisory fee paid to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption equally with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 50% of the amount recaptured.

 

12


SCHEDULE D

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Designated Series’ assets, the Subadviser shall provide, at its own expense:

 

  (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;

 

  (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance;

 

  (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

 

  (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

 

  (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

 

13


SCHEDULE E

FORM OF SUB-CERTIFICATION

 

To: Re: Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series].

 

From: [Name of Subadviser]

 

     Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.

 

     [Name of Designated Series].

 

     In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.

Schedule of Investments

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

 

  a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.

 

  b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

 

  c. In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:

 

  a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion;

 

  b. Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.

 

14


I certify that to the best of my knowledge:

 

  a. The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.

 

  b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees.

 

  c. I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.

 

  d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.

 

  e. Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan.

This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.

 

        
Horizon Asset Management LLC      Date
Robin Shulman     
Chief Compliance Officer     

 

15


SCHEDULE F

DESIGNATED SERIES

Virtus Wealth Masters Fund

 

16

VIRTUS OPPORTUNITIES TRUST

VIRTUS INTERNATIONAL SMALL-CAP EQUITY FUND

SUBADVISORY AGREEMENT

August 28, 2012

Kayne Anderson Rudnick Investment Management, LLC

1800 Avenue of the Stars, 2nd Floor

Los Angeles, CA 90067

 

RE: Subadvisory Agreement

Ladies and Gentlemen:

Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus International Small-Cap Equity Fund (collectively, sometimes hereafter referred to as the “Series”).

Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

 

1. Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Kayne Anderson Rudnick Investment Management, LLC (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.

 

2. Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

 

3. Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

 

4.

Transaction Procedures . All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any


  transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

 

5. Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

 

  A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

 

  B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts.

 

  C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures.

 

  D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

 

6. Proxies .

 

  A.

Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and


  handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act.

 

  B. The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series.

 

7. Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

 

8. Information and Reports .

 

  A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser.


  B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

  C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

 

9. Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

 

10. Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information , or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.

 

11. Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series.

 

12. Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

 

13. Representations, Warranties and Agreements of the Subadviser . The Subadviser represents, warrants and agrees that:

 

  A. It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

  B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.


  C. It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

 

  D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series.

 

  E. The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

14. No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.


15. Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.

 

16. Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2013. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

 

17. Termination . This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination. In the event that this Agreement is terminated pursuant to the immediately preceding sentence with respect to some but not all of the Designated Series, this Agreement shall remain in full force and effect in accordance with its terms with respect to each of the remaining Designated Series with respect to which it has not been terminated.

 

18. Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

 

19. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

20. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

 

  (a) To Virtus or the Fund at:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, Connecticut 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1024

E-mail: kevin.carr@virtus.com

 

  (b) To the Subadviser at:

Kayne Anderson Rudnick Investment Management, LLC

1800 Avenue of the Stars, 2 nd Floor

Los Angeles, CA 90067

Attn: Judy Ridder, Chief Compliance Officer

Telephone: (310) 712-2909

Facsimile: (310) 282-2959

Email: JRidder@Kayne.com


21. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

 

22. Indemnification . The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Sub-Adviser or the Trust, or the omission of such information, by the Adviser for use therein.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser for use therein.

A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

No party will be liable to another party for consequential damages under any provision of this Agreement.

 

23. Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.


24. Counterparts; Fax Signatures . This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]


VIRTUS OPPORTUNITIES TRUST
By:    
  Name: W. Patrick Bradley
  Title: Vice President, Chief Financial Officer & Treasurer
VIRTUS INVESTMENT ADVISERS, INC.
By:    
  Name: Francis G. Waltman
  Title: Executive Vice President

 

ACCEPTED:
KAYNE ANDERSON RUDNICK INVESTMENT MANAGEMENT, LLC
By:    
  Name:
  Title:

 

SCHEDULES:    A.        Operational Procedures
      B.        Record Keeping Requirements
      C.    Fee Schedule
      D.    Subadviser Functions
      E.    Form of Sub-Certification
      F.    Designated Series


SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to The Bank of New York Mellon (the “Custodian”) and BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”) for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. When necessary, trade information for executed trades can be sent to the Sub-Accounting Agent on trade date +1 by 11:00 a.m. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.) The necessary information can be sent via facsimile machine or electronic delivery to the Custodian and by facsimile machine or batch files to the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

 

  1. Purchase or sale;

 

  2. Security name;

 

  3. CUSIP number, ISIN or Sedols (as applicable);

 

  4. Number of shares and sales price per share or aggregate principal amount;

 

  5. Executing broker;

 

  6. Settlement agent;

 

  7. Trade date;

 

  8. Settlement date;

 

  9. Aggregate commission or if a net trade;

 

  10. Interest purchased or sold from interest bearing security;

 

  11. Other fees;

 

  12. Net proceeds of the transaction;

 

  13. Exchange where trade was executed;

 

  14. Identified tax lot (if applicable); and

 

  15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.


SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

 

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

 

  A. The name of the broker;

 

  B. The terms and conditions of the order and of any modifications or cancellations thereof;

 

  C. The time of entry or cancellation;

 

  D. The price at which executed;

 

  E. The time of receipt of a report of execution; and

 

  F. The name of the person who placed the order on behalf of the Fund.

 

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

 

  A. Shall include the consideration given to:

 

  (i) The sale of shares of the Fund by brokers or dealers.

 

  (ii) The supplying of services or benefits by brokers or dealers to:

 

  (a) The Fund,

 

  (b) The Adviser,

 

  (c) The Subadviser, and

 

  (d) Any person other than the foregoing.

 

  (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.

 

  B. Shall show the nature of the services or benefits made available.

 

  C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

 

  D. Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

 

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

 

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.

 

5. Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations.

 

 

* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.


SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, at the annual rate stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b)

 

Name of Series

 

Subadvisory Fee to be Paid by VIA to

Kayne Anderson

Virtus International Small-Cap Equity Fund

  50% of net advisory fee

For this purpose, the “net advisory fee” means the advisory fee paid to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption equally with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 50% of the amount recaptured.


SCHEDULE D

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Designated Series’ assets, the Subadviser shall provide, at its own expense:

 

  (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;

 

  (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance;

 

  (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

 

  (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

 

  (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.


SCHEDULE E

FORM OF SUB-CERTIFICATION

 

To:   
Re:    Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series].
From:    [Name of Subadviser]
   Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
   [Name of Designated Series].
   In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.

Schedule of Investments

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

 

  a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.

 

  b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

 

  c. In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:

 

  a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion;

 

  b. Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.


I certify that to the best of my knowledge:

 

  a. The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.

 

  b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees.

 

  c. I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.

 

  d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.

 

  e. Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan.

This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.

 

         
[Name of Subadviser]       Date
[Name of Authorized Signer]      
[Title of Authorized Signer]      


SCHEDULE F

DESIGNATED SERIES

Virtus International Small-Cap Equity Fund

VIRTUS OPPORTUNITIES TRUST

VIRTUS EMERGING MARKETS EQUITY INCOME FUND

SUBADVISORY AGREEMENT

August 28, 2012

Kleinwort Benson Investors International, Ltd.

Joshua Dawson House, Dawson Street

Dublin 2, Ireland

 

RE: Subadvisory Agreement

Ladies and Gentlemen:

Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus Emerging Markets Equity Income Fund (collectively, sometimes hereafter referred to as the “Series”).

Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

 

1. Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Kleinwort Benson Investors International Ltd. (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.

 

2. Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

 

3. Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

 

4.

Transaction Procedures . All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any


  transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

 

5. Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

 

  A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

 

  B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts.

 

  C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures.

 

  D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

 

6. Proxies .

 

  A.

Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in

 

2


  relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act.

 

  B. The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series.

 

7. Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

 

8. Information and Reports .

 

  A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser.

 

  B.

Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and

 

3


  each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

  C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

 

9. Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

 

10. Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information , or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.

 

11. Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series.

 

12. Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

 

13. Representations, Warranties and Agreements of the Subadviser . The Subadviser represents, warrants and agrees that:

 

  A. It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

  B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

 

4


  C. It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

 

  D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series.

 

  E. The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

14. No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.

 

15.

Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment,

 

5


  other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.

 

16. Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2013. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

 

17. Termination . This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination. In the event that this Agreement is terminated pursuant to the immediately preceding sentence with respect to some but not all of the Designated Series, this Agreement shall remain in full force and effect in accordance with its terms with respect to each of the remaining Designated Series with respect to which it has not been terminated.

 

18. Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

 

19. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

20. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

 

  (a) To Virtus or the Fund at:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, Connecticut 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1024

E-mail: kevin.carr@virtus.com

 

  (b) To the Subadviser at:

Kleinwort Benson Investors International Ltd.

One Rockefeller Plaza, 32 nd Floor,

New York, NY 10020

Attn: Geoff Blake, Director – Head of Business Development

Telephone: 1 212 218 2797

Cell Phone: +1 917 455 5215

Facsimile: 1 212 218-5442

E-mail: Geoff.Blake@KBInvestors.US

 

6


21. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

 

22. Indemnification . The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Sub-Adviser or the Trust, or the omission of such information, by the Adviser for use therein.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser for use therein.

A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

No party will be liable to another party for consequential damages under any provision of this Agreement.

 

23. Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.

 

24. Counterparts; Fax Signatures . This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]

 

7


VIRTUS OPPORTUNITIES TRUST
By:    
  Name: W. Patrick Bradley
  Title: Vice President, Chief Financial Officer & Treasurer
VIRTUS INVESTMENT ADVISERS, INC.
By:    
  Name: Francis G. Waltman
  Title: Executive Vice President

 

ACCEPTED:
Kleinwort Benson Investors International Ltd.
By:    
Name:    
Title:    

 

SCHEDULES:    A.        Operational Procedures
      B.        Record Keeping Requirements
      C.    Fee Schedule
      D.    Subadviser Functions
      E.    Form of Sub-Certification
      F.    Designated Series

 

8


SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to The Bank of New York Mellon (the “Custodian”) and BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”) for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. When necessary, trade information for executed trades can be sent to the Sub-Accounting Agent on trade date +1 by 11:00 a.m. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.) The necessary information can be sent via facsimile machine or electronic delivery to the Custodian and by facsimile machine or batch files to the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

 

  1. Purchase or sale;

 

  2. Security name;

 

  3. CUSIP number, ISIN or Sedols (as applicable);

 

  4. Number of shares and sales price per share or aggregate principal amount;

 

  5. Executing broker;

 

  6. Settlement agent;

 

  7. Trade date;

 

  8. Settlement date;

 

  9. Aggregate commission or if a net trade;

 

  10. Interest purchased or sold from interest bearing security;

 

  11. Other fees;

 

  12. Net proceeds of the transaction;

 

  13. Exchange where trade was executed;

 

  14. Identified tax lot (if applicable); and

 

  15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.

 

9


SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

 

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

 

  A. The name of the broker;

 

  B. The terms and conditions of the order and of any modifications or cancellations thereof;

 

  C. The time of entry or cancellation;

 

  D. The price at which executed;

 

  E. The time of receipt of a report of execution; and

 

  F. The name of the person who placed the order on behalf of the Fund.

 

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

 

  A. Shall include the consideration given to:

 

  (i) The sale of shares of the Fund by brokers or dealers.

 

  (ii) The supplying of services or benefits by brokers or dealers to:

 

  (a) The Fund,

 

  (b) The Adviser,

 

  (c) The Subadviser, and

 

  (d) Any person other than the foregoing.

 

  (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.

 

  B. Shall show the nature of the services or benefits made available.

 

  C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

 

  D. Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

 

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

 

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.

 

5. Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations.

 

 

* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.

 

10


SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, at the annual rate stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b)

 

Name of Series

 

Proposed Subadvisory Fee to be Paid by VIA

to Kleinwort Benson Investors International Ltd.

Virtus Emerging Markets Equity Income Fund

  50% of the net advisory fee payable to the adviser

For this purpose, the “net advisory fee” means the advisory fee paid to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption equally with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 50% of the amount recaptured.

 

11


SCHEDULE D

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Designated Series’ assets, the Subadviser shall provide, at its own expense:

 

  (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;

 

  (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance;

 

  (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

 

  (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

 

  (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

 

12


SCHEDULE E

FORM OF SUB-CERTIFICATION

 

To:   
Re:    Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series].
From:    [Name of Subadviser]
   Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
   [Name of Designated Series].
   In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.

Schedule of Investments

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

 

  a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.

 

  b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

 

  c. In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:

 

  a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion;

 

  b. Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.

 

13


I certify that to the best of my knowledge:

 

  a. The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.

 

  b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees.

 

  c. I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.

 

  d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.

 

  e. Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan.

This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.

 

         
[Name of Subadviser]       Date
[Name of Authorized Signer]      
[Title of Authorized Signer]      

 

14


SCHEDULE F

DESIGNATED SERIES

Virtus Emerging Markets Equity Income Fund

 

15

VIRTUS OPPORTUNITIES TRUST

VIRTUS EMERGING MARKETS DEBT FUND

SUBADVISORY AGREEMENT

August 28, 2012

Newfleet Asset Management, LLC

100 Pearl Street, 9th Floor

Hartford, CT 06103

 

RE: Subadvisory Agreement

Ladies and Gentlemen:

Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus Emerging Markets Debt Fund (collectively, sometimes hereafter referred to as the “Series”).

Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

 

1. Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Newfleet Asset Management, LLC (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.

 

2. Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

 

3. Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

 

4.

Transaction Procedures . All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any


  transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

 

5. Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

 

  A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

 

  B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts.

 

  C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures.

 

  D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

 

6. Proxies .

 

  A.

Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and


  handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act.

 

  B. The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series.

 

7. Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

 

8. Information and Reports .

 

  A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser.


  B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

  C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

 

9. Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

 

10. Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information , or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.

 

11. Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series.

 

12. Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

 

13. Representations, Warranties and Agreements of the Subadviser . The Subadviser represents, warrants and agrees that:

 

  A. It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

  B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.


  C. It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

 

  D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series.

 

  E. The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

14. No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.


15. Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.

 

16. Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2013. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

 

17. Termination . This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination. In the event that this Agreement is terminated pursuant to the immediately preceding sentence with respect to some but not all of the Designated Series, this Agreement shall remain in full force and effect in accordance with its terms with respect to each of the remaining Designated Series with respect to which it has not been terminated.

 

18. Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

 

19. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

20. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

 

  (a) To Virtus or the Fund at:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, Connecticut 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1024

E-mail: kevin.carr@virtus.com

 

  (b) To the Subadviser at:

Newfleet Asset Management, LLC

100 Pearl Street, 9 th Floor

Hartford, CT 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1024

E-mail: kevin.carr@virtus.com


21. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

 

22. Indemnification . The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Sub-Adviser or the Trust, or the omission of such information, by the Adviser for use therein.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser for use therein.

A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

No party will be liable to another party for consequential damages under any provision of this Agreement.

 

23. Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.

 

24. Counterparts; Fax Signatures . This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]


VIRTUS OPPORTUNITIES TRUST
By:    
 

Name: W. Patrick Bradley

Title: Vice President, Chief Financial Officer & Treasurer

VIRTUS INVESTMENT ADVISERS, INC.
By:    
 

Name: Francis G. Waltman

Title: Executive Vice President

 

ACCEPTED:

 

NEWFLEET ASSET MANAGEMENT, LLC

By:    
 

Name: George R. Aylward

Title: President

 

SCHEDULES:        A.      Operational Procedures
        B.      Record Keeping Requirements
        C.      Fee Schedule
        D.      Subadviser Functions
        E.      Form of Sub-Certification
        F.      Designated Series


SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to The Bank of New York Mellon (the “Custodian”) and BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”) for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. When necessary, trade information for executed trades can be sent to the Sub-Accounting Agent on trade date +1 by 11:00 a.m. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.) The necessary information can be sent via facsimile machine or electronic delivery to the Custodian and by facsimile machine or batch files to the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

 

  1. Purchase or sale;

 

  2. Security name;

 

  3. CUSIP number, ISIN or Sedols (as applicable);

 

  4. Number of shares and sales price per share or aggregate principal amount;

 

  5. Executing broker;

 

  6. Settlement agent;

 

  7. Trade date;

 

  8. Settlement date;

 

  9. Aggregate commission or if a net trade;

 

  10. Interest purchased or sold from interest bearing security;

 

  11. Other fees;

 

  12. Net proceeds of the transaction;

 

  13. Exchange where trade was executed;

 

  14. Identified tax lot (if applicable); and

 

  15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.


SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

 

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

 

  A. The name of the broker;

 

  B. The terms and conditions of the order and of any modifications or cancellations thereof;

 

  C. The time of entry or cancellation;

 

  D. The price at which executed;

 

  E. The time of receipt of a report of execution; and

 

  F. The name of the person who placed the order on behalf of the Fund.

 

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

 

  A. Shall include the consideration given to:

 

  (i) The sale of shares of the Fund by brokers or dealers.

 

  (ii) The supplying of services or benefits by brokers or dealers to:

 

  (a) The Fund,

 

  (b) The Adviser,

 

  (c) The Subadviser, and

 

  (d) Any person other than the foregoing.

 

  (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.

 

  B. Shall show the nature of the services or benefits made available.

 

  C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

 

  D. Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

 

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

 

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.

 

5. Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations.

 

* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.


SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, at the annual rate stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b)

 

Name of Series

  

Subadvisory Fee to be Paid by VIA to

Newfleet

Virtus Emerging Markets Debt Fund    50% of net advisory fee

For this purpose, the “net advisory fee” means the advisory fee paid to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption equally with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 50% of the amount recaptured.


SCHEDULE D

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Designated Series’ assets, the Subadviser shall provide, at its own expense:

 

  (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;

 

  (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance;

 

  (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

 

  (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

 

  (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.


SCHEDULE E

FORM OF SUB-CERTIFICATION

 

To:   
Re:    Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series].
From:    [Name of Subadviser]
   Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
   [Name of Designated Series].
   In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.

Schedule of Investments

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

 

  a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.

 

  b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

 

  c. In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:

 

  a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion;

 

  b. Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.


I certify that to the best of my knowledge:

 

  a. The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.

 

  b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees.

 

  c. I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.

 

  d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.

 

  e. Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan.

This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.

 

 

[Name of Subadviser]

    

 

Date                                     

  
[Name of Authorized Signer]                            
[Title of Authorized Signer]        


SCHEDULE F

DESIGNATED SERIES

Virtus Emerging Markets Debt Fund

VIRTUS OPPORTUNITIES TRUST

Virtus Disciplined Equity Style Fund

Virtus Disciplined Select Bond Fund

Virtus Disciplined Select Country Fund

SUBADVISORY AGREEMENT

December 18, 2012

Newfound Investments, LLC

100 Pearl Street

Hartford, Connecticut 06103

 

RE: Subadvisory Agreement

Ladies and Gentlemen:

Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund and Virtus Disciplined Select Country Fund (collectively, sometimes hereafter referred to as the “Series”).

Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

 

1. Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Newfound Investments, LLC (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.

 

2. Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

 

3. Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

 

4.

Transaction Procedures . All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any


  responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

 

5. Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

 

  A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

 

  B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts.

 

  C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures.

 

  D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.


6. Proxies .

 

  A. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act.

 

  B. The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series.

 

7. Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party.

 

8. Information and Reports .

 

  A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser.


  B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

  C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

 

9. Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

 

10. Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information , or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.

 

11. Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series.

 

12. Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

 

13. Representations, Warranties and Agreements of the Subadviser . The Subadviser represents, warrants and agrees that:

 

  A. It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

  B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.


  C. It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

 

  D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series.

 

  E. The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

14. No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.


15. Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.

 

16. Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2013. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

 

17. Termination . This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination. In the event that this Agreement is terminated pursuant to the immediately preceding sentence with respect to some but not all of the Designated Series, this Agreement shall remain in full force and effect in accordance with its terms with respect to each of the remaining Designated Series with respect to which it has not been terminated.

 

18. Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

 

19. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

20. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

 

  (a) To Virtus or the Fund at:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, Connecticut 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1024

E-mail: kevin.carr@virtus.com

 

  (b) To the Subadviser at:

Newfound Investments, LLC

100 Pearl Street

Hartford, Connecticut 06103


Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1024

E-mail: kevin.carr@virtus.com

 

21. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

 

22. Indemnification . The Sub-Adviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Sub-Adviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Sub-Adviser or the Trust, or the omission of such information, by the Adviser for use therein.

The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Paragraph shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Sub-Adviser, is caused by or is otherwise directly related to (i) any breach by the Sub-Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Sub-Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust, or the omission of such information, by the Sub-Adviser for use therein.

A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

No party will be liable to another party for consequential damages under any provision of this Agreement.


23. Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.

 

24. Counterparts; Fax Signatures . This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]


 

VIRTUS OPPORTUNITIES TRUST
By:    
 

Name: W. Patrick Bradley

Title: Vice President, Chief Financial Officer & Treasurer

VIRTUS INVESTMENT ADVISERS, INC.
By:    
 

Name: Francis G. Waltman

Title: Executive Vice President

 

ACCEPTED:

 

NEWFOUND INVESTMENTS, LLC

By:    
 

Name:

Title:

 

SCHEDULES:        A.      Operational Procedures
        B.      Record Keeping Requirements
        C.      Fee Schedule
        D.      Subadviser Functions
        E.      Form of Sub-Certification
        F.      Designated Series


SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to The Bank of New York Mellon (the “Custodian”) and BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”) for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. When necessary, trade information for executed trades can be sent to the Sub-Accounting Agent on trade date +1 by 11:00 a.m. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.) The necessary information can be sent via facsimile machine or electronic delivery to the Custodian and by facsimile machine or batch files to the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

 

  1. Purchase or sale;

 

  2. Security name;

 

  3. CUSIP number, ISIN or Sedols (as applicable);

 

  4. Number of shares and sales price per share or aggregate principal amount;

 

  5. Executing broker;

 

  6. Settlement agent;

 

  7. Trade date;

 

  8. Settlement date;

 

  9. Aggregate commission or if a net trade;

 

  10. Interest purchased or sold from interest bearing security;

 

  11. Other fees;

 

  12. Net proceeds of the transaction;

 

  13. Exchange where trade was executed;

 

  14. Identified tax lot (if applicable); and

 

  15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.


SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

 

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

 

  A. The name of the broker;

 

  B. The terms and conditions of the order and of any modifications or cancellations thereof;

 

  C. The time of entry or cancellation;

 

  D. The price at which executed;

 

  E. The time of receipt of a report of execution; and

 

  F. The name of the person who placed the order on behalf of the Fund.

 

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

 

  A. Shall include the consideration given to:

 

  (i) The sale of shares of the Fund by brokers or dealers.

 

  (ii) The supplying of services or benefits by brokers or dealers to:

 

  (a) The Fund,

 

  (b) The Adviser,

 

  (c) The Subadviser, and

 

  (d) Any person other than the foregoing.

 

  (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.

 

  B. Shall show the nature of the services or benefits made available.

 

  C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

 

  D. Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

 

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

 

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.

 

5. Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations.

 

* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.


SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, at the annual rate stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b)

 

Name of Series

  

Subadvisory Fee to be Paid by VIA to

Newfound

VIRTUS DISCIPLINED EQUITY STYLE FUND    50% of net advisory fee
VIRTUS DISCIPLINED SELECT BOND FUND    50% of net advisory fee
VIRTUS DISCIPLINED SELECT COUNTRY FUND    50% of net advisory fee

For this purpose, the “net advisory fee” means the advisory fee paid to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption equally with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 50% of the amount recaptured.


SCHEDULE D

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Designated Series’ assets, the Subadviser shall provide, at its own expense:

 

  (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;

 

  (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance;

 

  (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

 

  (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

 

  (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.


SCHEDULE E

FORM OF SUB-CERTIFICATION

 

To:     
Re:      Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series].
From:      [Name of Subadviser]
     Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
     [Name of Designated Series].
     In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.

Schedule of Investments

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

 

  a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.

 

  b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

 

  c. In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:

 

  a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion;

 

  b. Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.


I certify that to the best of my knowledge:

 

  a. The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.

 

  b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees.

 

  c. I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.

 

  d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.

 

  e. Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan.

This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.

 

 

[Name of Subadviser]

    

 

Date                                     

  
[Name of Authorized Signer]                            
[Title of Authorized Signer]        


SCHEDULE F

DESIGNATED SERIES

VIRTUS DISCIPLINED EQUITY STYLE FUND

VIRTUS DISCIPLINED SELECT BOND FUND

VIRTUS DISCIPLINED SELECT COUNTRY FUND

VIRTUS OPPORTUNITIES TRUST

VIRTUS HERZFELD FUND

SUBADVISORY AGREEMENT

August 28, 2012

Thomas J. Herzfeld Advisors, Inc.

119 Washington Avenue, Suite 504

Miami Beach, FL 33139

 

RE: Subadvisory Agreement

Ladies and Gentlemen:

Virtus Opportunities Trust (the “Fund”) is an open-end investment company of the series type registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder. The shares of the Fund are offered or may be offered in several series, including Virtus Herzfeld Fund (collectively, sometimes hereafter referred to as the “Series”).

Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends series advisers for the Series and is responsible for the day-to-day management of the Series.

 

1. Employment as a Subadviser . The Adviser, being duly authorized, hereby employs Thomas J. Herzfeld Advisors, Inc. (the “Subadviser”) as a discretionary series adviser to invest and reinvest that discrete portion of the assets of the Series designated by the Adviser as set forth on Schedule F attached hereto (the “Designated Series”) on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.

 

2. Acceptance of Employment; Standard of Performance . The Subadviser accepts its employment as a discretionary series adviser of the Designated Series and agrees to use its best professional judgment to make investment decisions for the Designated Series in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof.

 

3. Services of Subadviser . In providing management services to the Designated Series, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund as they apply to the Designated Series and as set forth in the Fund’s then current prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s Registration Statement, as may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Trustees of the Fund (the “Trustees”), and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Designated Series at the time of the transaction to be out of compliance with any of such restrictions or policies.

 

4.

Transaction Procedures . All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any


  transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

 

5. Allocation of Brokerage . The Subadviser shall have authority and discretion to select brokers and dealers to execute Designated Series transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.

 

  A. In placing orders for the sale and purchase of Designated Series securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, so long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.

 

  B. The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Designated Series with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Designated Series and to such other accounts.

 

  C. The Subadviser shall not execute any Series transactions for the Designated Series with a broker or dealer that is (i) an “affiliated person” (as defined in the Act) of the Fund, the Subadviser, any subadviser to any other Series of the Fund, or the Adviser; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter; in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund or the Adviser, and applicable policies and procedures.

 

  D. Consistent with its fiduciary obligations to the Fund in respect of the Designated Series and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Designated Series and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.

 

6. Proxies .

 

  A.

Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and

 

2


  handling all proxies in relation to the assets of the Designated Series. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser will, in compliance with the proxy voting procedures of the Designated Series then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Designated Series may be invested. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act.

 

  B. The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held in the Series in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. With the Adviser’s approval, the Subadviser shall also have the authority to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time in the Series, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Series, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Series or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Series.

 

7. Prohibited Conduct . In providing the services described in this Agreement, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Designated Series, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. regarding transactions for the Fund in securities or other assets. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any third party.

 

8. Information and Reports .

 

  A. The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Designated Series. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Trustees, the Subadviser shall provide the Adviser and the Trustees with reports regarding the Subadviser’s management of the Designated Series during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be mutually agreed upon by the Subadviser and the Adviser.

 

3


  B. Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective knowledge, of each affiliated person (and any “affiliated person” (as such person is defined in Section 2(a)(3) of the 1940 Act) of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.

 

  C. The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Designated Series required for any shareholder report, amended registration statement, or Prospectus supplement to be filed by the Fund with the SEC.

 

9. Fees for Services . The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.

 

10. Limitation of Liability . Except as otherwise stated in this Agreement, the Subadviser shall not be liable for any action taken, omitted or suffered to be taken by it in its best professional judgment, in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Agreement, or in accordance with specific directions or instructions from the Fund, provided, however, that such acts or omissions shall not have constituted a material breach of the investment objectives, policies and restrictions applicable to the Designated Series as defined in the Prospectus and Statement of Additional Information , or a material breach of any laws, rules, regulations or orders applicable to the Designated Series, and that such acts or omissions shall not have resulted from the Subadviser’s willful misfeasance, bad faith or gross negligence, or reckless disregard of its obligations and duties hereunder.

 

11. Confidentiality . Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Designated Series and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Designated Series pursuant to this Agreement, and (ii) include performance statistics regarding the Series in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Series.

 

12. Assignment . This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.

 

13. Representations, Warranties and Agreements of the Subadviser . The Subadviser represents, warrants and agrees that:

 

  A. It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

 

  B. It will maintain, keep current and preserve on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.

 

4


  C. It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-l under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-l during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation has occurred or the code of ethics of the Fund, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-l(d)(1) and this subparagraph.

 

  D. It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” (as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Designated Series.

 

  E. The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, involving the affairs of the Designated Series.

 

14. No Personal Liability . Reference is hereby made to the Declaration of Trust establishing the Fund, a copy of which has been filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed with the Secretary of the State of Delaware and elsewhere as required by law, and to any and all amendments thereto so filed or hereafter filed. The name “Virtus Opportunities Trust” refers to the Trustees under said Declaration of Trust, as Trustees and not personally, and no Trustee, shareholder, officer, agent or employee of the Fund shall be held to any personal liability in connection with the affairs of the Fund; only the trust estate under said Declaration of Trust is liable. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor to such person, whether such liability now exists or is hereafter incurred for claims against the trust estate.

 

5


15. Entire Agreement; Amendment . This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, E and F, is subject to the approval of the Trustees and the shareholders of the Series as and to the extent required by the Act, subject to any applicable orders of exemption issued by the SEC.

 

16. Effective Date; Term . This Agreement shall become effective on the date set forth on the first page of this Agreement, and shall continue in effect until December 31, 2013. The Agreement shall continue from year to year thereafter only so long as its continuance has been specifically approved at least annually by the Trustees in accordance with Section 15(a) of the Act, and by the majority vote of the disinterested Trustees in accordance with the requirements of Section 15(c) thereof.

 

17. Termination . This Agreement may be terminated by any party, without penalty, immediately upon written notice to the other parties in the event of a material breach of any provision thereof by a party so notified, or otherwise upon thirty (30) days’ written notice to the other parties, but any such termination shall not affect the status, obligations or liabilities of any party hereto to the other parties with respect to events occurring prior to such termination.

 

18. Applicable Law . To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the State of Delaware.

 

19. Severability . If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.

 

20. Notices. Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.

 

  (a) To Virtus or the Fund at:

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, Connecticut 06103

Attn: Kevin J. Carr

Telephone: (860) 263-4791

Facsimile: (860) 241-1024

E-mail: kevin.carr@virtus.com

 

  (b) To the Subadviser at:

Thomas J. Herzfeld Advisors, Inc.

119 Washington Avenue, Suite 504

Miami Beach, FL 33139

Attn: Thomas J. Herzfeld

Telephone: 305-271-1900

Facsimile: 305-270-1040

E-mail: cgondor@herzfeld.com

 

6


21. Certifications. The Subadviser hereby warrants and represents that it will provide the requisite certifications reasonably requested by the chief executive officer and chief financial officer of the Fund necessary for those named officers to fulfill their reporting and certification obligations on Form N-CSR and Form N-Q as required under the Sarbanes-Oxley Act of 2002 to the extent that such reporting and certifications relate to the Subadviser’s duties and responsibilities under this Agreement. Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

 

22. Indemnification . The Adviser agrees to indemnify and hold harmless the Subadviser and the Subadviser’s directors, officers, employees and agents from and against any and all losses, liabilities, claims, damages, and expenses whatsoever, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or relating to (i) any breach by the Adviser of any provision of this Agreement; (ii) the negligence, willful misconduct, bad faith, or breach of fiduciary duty of the Adviser; (iii) any violation by the Adviser of any law or regulation relating to its activities under this Agreement; and (iv) any dispute between the Adviser and any Fund shareholder, except to the extent that such Losses result from the gross negligence, willful misconduct, bad faith of the Subadviser or the Subadviser’s reckless disregard of its obligations and duties hereunder.

 

23. Reservation of Name.  The Subadviser shall at all times have all rights in and to the Designated Series’ name and all investment models used by or on behalf of the Designated Series. The Subadviser may use the Designated Series’ name or any portion thereof in connection with any other mutual fund or business activity without the consent of the Fund or any shareholder and the Fund shall execute and deliver any and all documents required to indicate the consent of the Fund to such use. The Fund hereby agrees that in the event that neither the Subadviser nor any of its affiliates acts as investment adviser or subadviser to the Designated Series, the name of the Designated Series will be changed to one that does not contain the name “Thomas J. Herzfeld Advisors, Inc.,” “Herzfeld” or otherwise suggest an affiliation with the Subadviser.

 

24. Receipt of Disclosure Document . The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part II of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business.

 

25. Counterparts; Fax Signatures . This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]

 

7


VIRTUS OPPORTUNITIES TRUST
By:    
 

Name: W. Patrick Bradley

Title: Vice President, Chief Financial Officer & Treasurer

VIRTUS INVESTMENT ADVISERS, INC.
By:    
 

Name: Francis G. Waltman

Title: Executive Vice President

 

ACCEPTED:

 

Thomas J. Herzfeld Advisors, Inc.

By:    
 

Name: Thomas J. Herzfeld

Title: President

 

SCHEDULES:        A.      Operational Procedures
        B.      Record Keeping Requirements
        C.      Fee Schedule
        D.      Subadviser Functions
        E.      Form of Sub-Certification
        F.      Designated Series

 

8


SCHEDULE A

OPERATIONAL PROCEDURES

In order to minimize operational problems, it will be necessary for a flow of information to be supplied by Subadviser to The Bank of New York Mellon (the “Custodian”) and BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”) for the Fund.

The Subadviser must furnish the Custodian and the Sub-Accounting Agent with daily information as to executed trades, or, if no trades are executed, with a report to that effect, no later than 5:00 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. When necessary, trade information for executed trades can be sent to the Sub-Accounting Agent on trade date +1 by 11:00 a.m. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply.) The necessary information can be sent via facsimile machine or electronic delivery to the Custodian and by facsimile machine or batch files to the Sub-Accounting Agent. Information provided to the Custodian and the Sub-Accounting Agent shall include the following:

 

  1. Purchase or sale;

 

  2. Security name;

 

  3. CUSIP number, ISIN or Sedols (as applicable);

 

  4. Number of shares and sales price per share or aggregate principal amount;

 

  5. Executing broker;

 

  6. Settlement agent;

 

  7. Trade date;

 

  8. Settlement date;

 

  9. Aggregate commission or if a net trade;

 

  10. Interest purchased or sold from interest bearing security;

 

  11. Other fees;

 

  12. Net proceeds of the transaction;

 

  13. Exchange where trade was executed;

 

  14. Identified tax lot (if applicable); and

 

  15. Trade commission reason: best execution, soft dollar or research.

When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be maintained in the name of the Fund. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Sub-Accounting Agent will provide a five day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.

 

9


SCHEDULE B

RECORDS TO BE MAINTAINED BY THE SUBADVISER

 

1. (Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other series purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:

 

  A. The name of the broker;

 

  B. The terms and conditions of the order and of any modifications or cancellations thereof;

 

  C. The time of entry or cancellation;

 

  D. The price at which executed;

 

  E. The time of receipt of a report of execution; and

 

  F. The name of the person who placed the order on behalf of the Fund.

 

2. (Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of series securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:

 

  A. Shall include the consideration given to:

 

  (i) The sale of shares of the Fund by brokers or dealers.

 

  (ii) The supplying of services or benefits by brokers or dealers to:

 

  (a) The Fund,

 

  (b) The Adviser,

 

  (c) The Subadviser, and

 

  (d) Any person other than the foregoing.

 

  (iii) Any other consideration other than the technical qualifications of the brokers and dealers as such.

 

  B. Shall show the nature of the services or benefits made available.

 

  C. Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.

 

  D. Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.

 

3. (Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of series securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of series securities and such other information as is appropriate to support the authorization.*

 

4. (Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.

 

5. Records as necessary under Board approved Virtus Mutual Funds policies and procedures, including without limitation those related to valuation determinations.

 

* Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.

 

10


SCHEDULE C

SUBADVISORY FEE

(a) For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, at the annual rate stated below. The fee shall be prorated for any month during which this Agreement is in effect for only a portion of the month. In computing the fee to be paid to the Subadviser, the net asset value of each Designated Series shall be valued as set forth in the then current registration statement of the Fund.

(b)

 

Name of Series

  

Proposed Subadvisory Fee to be Paid by VIA to

Herzfeld Advisors

Virtus Herzfeld Fund    50% of the net advisory fee payable to the adviser

For this purpose, the “net advisory fee” means the advisory fee paid to the Adviser after accounting for any applicable fee waiver and/or expense limitation agreement, which shall not include reimbursement of the Adviser for any expenses or recapture of prior waivers. In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount. However, because the Subadviser shares the fee waiver and/or expense assumption equally with the Adviser, if during the term of this Agreement the Adviser later recaptures some or all of the fees so waived or expenses so assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser 50% of the amount recaptured.

 

11


SCHEDULE D

SUBADVISER FUNCTIONS

With respect to managing the investment and reinvestment of the Designated Series’ assets, the Subadviser shall provide, at its own expense:

 

  (a) An investment program for the Designated Series consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board of Trustees and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;

 

  (b) Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Trustees of the Fund relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Designated Series assets in accordance with the then prevailing Prospectus and Statement of Additional Information pertaining to the Designated Series and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Designated Series’ limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; and vi) the implementation of the Designated Series’ investment program, including, without limitation, analysis of Designated Series performance;

 

  (c) Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Trustees;

 

  (d) Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Trustees at such time(s) and location(s) as reasonably requested by the Adviser or Trustees; and

 

  (e) Notice to the Trustees and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise.

 

  (f) Provide reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.

 

12


SCHEDULE E

FORM OF SUB-CERTIFICATION

 

To:   
Re:    Subadviser’s Form N-CSR and Form N-Q Certification for the [Name of Designated Series].
From:    [Name of Subadviser]
   Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR and Form N-Q.
   [Name of Designated Series].
   In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information presented in the schedule of investments for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR or N-Q, as applicable, for the Fund.

Schedule of Investments

Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Schedule of Investments. As of the date of this certification there have been no material modifications to these internal controls and procedures.

In addition, our organization has:

 

  a. Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.

 

  b. Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.

 

  c. In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Designated Series.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report does not, with respect to the Designated Series, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Designated Series’ Chief Accounting Officer:

 

  a. All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Registrant’s ability to record, process, summarize and report financial data with respect to the Designated Series in a timely fashion;

 

  b. Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.

 

13


I certify that to the best of my knowledge:

 

  a. The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.

 

  b. The Subadviser has complied with the Prospectus and Statement of Additional Information of the Designated Series and the Policies and Procedures of the Designated Series as adopted by the Designated Series Board of Trustees.

 

  c. I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.

 

  d. The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Designated Series as outlined above.

 

  e. Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Sudan.

This certification relates solely to the Designated Series named above and may not be relied upon by any other fund or entity.

The Subadviser does not maintain the official books and records of the above Designated Series. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Designated Series official accounting system. The Subadviser is not responsible for the preparation of the Report.

 

 

[Name of Subadviser]

    

 

Date                                     

  
[Name of Authorized Signer]                            
[Title of Authorized Signer]        

 

14


SCHEDULE F

DESIGNATED SERIES

Virtus Herzfeld Fund

 

15

 

LOGO

VP Distributors, LLC.

100 Pearl Street

Hartford, CT 06103

VIRTUS FUNDS

SALES AGREEMENT

 

To: Dealer Name

Attention:

Address

City, State, Zip Code

VP Distributors, LLC (“VPD”, “we”, “us”, or “our”) invites you to participate in the sale and distribution of shares of registered investment companies (which shall collectively be referred to hereinafter as the “Funds”) for which we are national distributor or principal underwriter, and which may be listed in Annex A hereto which such Annex may be amended by us from time to time. Upon acceptance of this agreement by VPD, you may offer and sell shares of each of the Funds (hereafter “Shares”) subject, however, to the terms and conditions hereof including our right to suspend or cease the sale of such shares. For the purposes hereof, the above referenced dealer shall be referred to as “you”.

 

1. You understand and agree that in all sales of Shares to the public, you shall act as dealer for your own account. All purchase orders and applications are subject to acceptance or rejection by us in our sole discretion and are effective only upon confirmation by us. Each purchase will be deemed to have been consummated in our principal office subject to our acceptance and effective only upon confirmation to you by us.

 

2. You agree that all purchases of Shares by you shall be made only for the purpose of covering purchase orders already received from your customers (who may be any person other than a securities dealer or broker) or for your own bona-fide investment.

 

3. You shall offer and sell Shares purchased pursuant to this agreement for the purpose of covering purchase orders of your customers, to the extent applicable, (a) at the current public offering price (“Offering Price”) for Class A Shares or (b) at the Net Asset Value for Class B and Class C shares as set forth in the current prospectus of each of the funds.

 

4. You shall pay us for Shares purchased within three (3) business days of the date of our confirmation to you of such purchase or within such time as required by applicable rule or law. The purchase price shall be (a) the Offering Price, less only the applicable dealer discount (Dealer Discount) for Class A Shares, if applicable, or (b) the Net Asset Value, less only the applicable sales commission (Sales Commission) for Class C Shares, if applicable, as set forth in the current prospectus at the time the purchase is received by us. We have the right, without notice, to cancel any order for which payment of good and sufficient funds has not been received by us as provided in this paragraph, in which case you may be held responsible for any loss suffered by us resulting from your failure to make payment as aforesaid.

 

5. You understand and agree that any Dealer Discount, Sales Commission or fee is subject to change from time to time without prior notice. Any orders placed after the effective date of any such change shall be subject to the Dealer Discount or Sales Commission in effect at the time such order is received by us.

 

6. You understand and agree that Shares purchased by you under this Agreement will not be delivered until payment of good and sufficient funds has been received by us. Delivery of Shares will be made by credit to a shareholder open account unless delivery of certificates is specified in the purchase order. In order to avoid unnecessary delay, it is understood that, at your request, any Shares resold by you to one of your customers will be delivered (whether by credit to a shareholder open account or by delivery of certificates) in the name of your customer.


7. You understand that on all purchases of Shares to which the terms of this Agreement are applicable by a shareholder for whom you are dealer of record, we will pay you an amount equal to the Dealer Discount, Sales Commission or fees which would have been paid to you with respect to such Shares if such Shares had been purchased through you. You understand and agree that the dealer of record for this purpose shall be the dealer through whom such shareholder most recently purchased Shares of such fund, unless the shareholder or you have instructed us otherwise. You understand that all amounts payable to you under this paragraph and currently payable under this agreement will be paid as of the end of the month unless specified otherwise for the total amount of Shares to which this paragraph is applicable but may be paid more frequently as we may determine in our discretion. Your request for Dealer Discount or Sales Commission reclaims will be considered if adequate verification and documentation of the purchase in question is supplied to us, and the reclaim is requested within three years of such purchase.

 

8. We appoint the transfer agent (or identified sub-transfer agent) for each of the Funds as our agent to execute the purchase transaction of Shares and to confirm such purchases to your customers on your behalf, and you guarantee the legal capacity of your customers so purchasing such Shares. You further understand that if a customer’s account is established without the customer signing the application form, you hereby represent that the instructions relating to the registration and shareholder options selected (whether on the application form, in some other document or orally) are in accordance with the customer’s instructions and you agree to indemnify the Funds, the transfer agent (or identified sub-transfer agent) and us for any loss or liability resulting from acting upon such instructions.

 

9. Upon the purchase of Class A Shares pursuant to a Letter of Intent, you will promptly return to us any excess of the Dealer Discount previously allowed or paid to you over that allowable in respect to such larger purchases.

 

10. Unless at the time of transmitting a purchase order you advise us to the contrary, we may consider that the investor owns no other Shares and may further assume that the investor is not entitled to any lower sales charge than that accorded to a single transaction in the amount of the purchase order, as set forth in the current prospectus.

 

11. You understand and agree that if any Shares purchased by you under the terms of this Agreement are, within seven (7) business days after the date of our confirmation to you of the original purchase order for such Shares, repurchased by us as agent for such fund or are tendered to such fund for redemption, you shall forfeit the right to, and shall promptly pay over to us the amount of, any Dealer Discount or Sales Commission allowed to you with respect to such Shares. We will notify you of such repurchase or redemption within ten (10) days of the date upon which certificates are delivered to us or to such fund or the date upon which the holder of Shares held in a shareholder open account places or causes to be placed with us or with such fund an order to have such shares repurchased or redeemed.

 

12. You agree that, in the case of any repurchase of any Shares made more than seven (7) business days after confirmation by us of any purchase of such Shares, except in the case of Shares purchased from you by us for your own bona fide investment, you will act only as agent for the holders of such Shares and will place the orders for repurchase only with us. It is understood that you may charge the holder of such Shares a fair commission for handling the transaction.

 

13. Our obligations to you under this Agreement are subject to all the provisions of the respective distribution agreements entered into between us and each of the Funds. You understand and agree that in performing your services under this agreement you are acting in the capacity of an independent contractor, and we are in no way responsible for the manner of your performance or for any of your acts or omissions in connection therewith. Nothing in the Agreement shall be construed to constitute you or any of your agents, employees, or representatives as our agent, partner or employee, or the agent, partner of employee of any of the Funds.

In connection with the sale and distribution of shares of Virtus Funds, you agree to indemnify and hold us and our affiliates, employees, and/or officers harmless from any damage or expense as a result of (a) the negligence, misconduct or wrongful act by you or any employee, representative, or agent of yours and/or (b) any actual or alleged violation of any securities laws, regulations or orders. Any indebtedness or obligation of yours to us whether arising hereunder or otherwise, and any liabilities incurred or moneys paid by us to any person as a result of any misrepresentation, wrongful or unauthorized act or omission, negligence of, or failure of you or your employees, representatives or agents to comply with the Sales Agreement, shall be set off against any compensation payable under this agreement. Any differential between such expenses and compensation payable hereunder shall be payable to us upon demand. The terms of this provision shall not be impaired by the termination of this agreement.

 

2


In connection with the sale and distribution of shares of Virtus Funds, we agree to indemnify and hold you harmless from any damage or expense on account of the gross and willful negligence, misconduct or wrongful act of us or any employee, representative, or agent of ours which arises out of or is based upon any untrue statement or alleged untrue statement of material fact, or the omission or alleged omission of a material fact in: (i) any registration statement, including any prospectus or any post-effective amendment thereto; or (ii) any material prepared and/or supplied by us for use in conjunction with the offer or sale of Virtus Funds; or (iii) any state registration or other document filed in any state or jurisdiction in order to qualify any Fund under the securities laws of such state or jurisdiction. The terms of this provision shall not be impaired by the termination of this agreement.

 

14. We will supply you with reasonable quantities of the current prospectus, periodic reports to shareholders, and sales materials for each of the Funds. You agree not to use any other advertising or sales material relating to the sale of shares of any of the Funds unless other advertising or sales material is pre-approved in writing by us.

 

15. You agree to offer and sell Shares only in accordance with the terms and conditions of the then current prospectus of each of the Funds and subject to the provisions of this Agreement, and you will make no representations not contained in any such prospectus or any authorized supplemental sales material supplied by us. You agree to use your best efforts in the development and promotion of sales of the Shares covered by this Agreement, and agree to be responsible for the proper instruction, training and supervision of all sales representatives employed by you in order that such Shares will be offered in accordance with the terms and conditions of this Agreement and all applicable laws, rules and regulations. All expenses incurred by you in connection with your activities under this Agreement shall be borne by you. In consideration for the extension of the right to exercise telephone exchange and redemption privileges to you and your registered representatives, you agree to bear the risk of any loss resulting from any unauthorized telephone exchange or redemption instructions from you or your registered representatives. In the event we determine to refund any amounts paid by any investor by reason of such violation on your part, you shall forfeit the right to, and pay over to us, the amount of any Dealer Discount or Sales Commission allowed to you with respect to the transaction for which the refund is made.

 

16. You represent that you are properly registered as a broker or dealer under the Securities and Exchange Act of 1934 and are member of the Financial Industry Regulatory Authority, Inc. (FINRA) and agree to maintain membership with FINRA or in the alternative, that you are a foreign dealer not eligible for membership with FINRA. You agree to notify us promptly of any change, termination or suspension of the foregoing status. You agree to abide by all the rules and regulations of FINRA and NASD Rules, including NASD Conduct Rule 2830, which is incorporated herein by reference as if set forth in full. You further agree to comply with all applicable state and Federal laws and the rules and regulations of applicable regulatory agencies. You further agree that you will not sell, or offer for sale, Shares in any jurisdiction in which such Shares have not been duly registered or qualified for sale. You agree to promptly notify us with respect to (a) the initiation and disposition of any formal disciplinary action by the FINRA or any other agency or instrumentality having jurisdiction with respect to the subject matter hereof against you or any of your employees or agents; (b) the issuance of any form of deficiency notice by the FINRA or any such agency regarding your training, supervision or sales practices; and (c) the effectuation of any consensual order with respect thereto.

 

  16.1 Patriot Act. You shall employ policies and procedures designed to comply with the rules and regulations promulgated from time to time by the Office of Foreign Asset Control (including transactions involving embargoed countries or Specifically Designated Nationals and Blocked Persons) and all other applicable money laundering restrictions, including, without limitation, such restrictions as may be adopted pursuant to the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot Act) of 2001 with respect to similarly situated financial institutions as VPD. You agree that you will perform the Customer Identification Program requirements of the USA Patriot Act, as applicable, with respect to Accounts established and transactions made pursuant to this Agreement.

 

  16.2 Sarbanes-Oxley Act. You agree to cooperate with VPD and will facilitate the filing by VPD, each underlying registered investment companies (collectively, the “Funds”) and/or their respective officers and auditors of any and all certifications or attestations as required by the Sarbanes-Oxley Act of 2002, including, without limitation, furnishing such sub-certifications from your relevant officers with respect to the services performed by you under this Agreement as reasonably requested from time to time.

 

3


  16.3 Rule 38a-1. Upon reasonable request, you agree to provide your written policies and procedures to the Funds’ chief compliance officer for review and the Funds’ board of trustees’ approval to assist our compliance with Rule 38a-1 under the Investment Company Act of 1940, as amended. You further agree to cooperate with VPD in its review of such written policies and procedures, including, without limitation, furnishing such certifications and sub-certifications as VPD shall reasonably request from time to time. You agree that you shall promptly notify VPD and Funds in the event that a “material compliance matter” (as such term is defined pursuant to Rule 38a-1 under the 1940 Act) arises with respect the services you provide under this Agreement.

 

  16.4 Late Trading. You will accept no orders for the purchase and redemption of Fund shares after 4:00 p.m. Eastern time on any Business Day. For the purposes hereof, a “Business Day” shall mean any day on which the New York Stock Exchange is open for trading and on which a Fund calculates its net asset value pursuant to the rules of the Securities and Exchange Commission (hereinafter, the “SEC”), as amended from time to time, subject to such terms and conditions as may be set forth in the registration statements for the Funds as filed with the SEC, as the same shall be amended from time to time.

 

  16.5 Market Timing. VPD may refuse to sell shares of any Fund (or series thereof) to any person, or suspend or terminate the offering of shares of any Fund (or series thereof), if such action is required by law or by regulatory authorities having jurisdiction with respect to VPD or Fund, as the case may be, or is, in the reasonable discretion of VPD, reasonably necessary in order to protect the best interests of its investors. You shall establish and maintain policies and procedures reasonably designed to detect, monitor and deter (including, without limitation, rejecting specific purchase orders) account owners (or their agents) whose purchase and redemption activity follows a market timing pattern, and to take such other actions as you deem necessary to discourage or reduce market timing activity. For the purposes hereof, “market timing activity” shall mean and refer to any discernable pattern of excessive trading in and out of a Fund (or series thereof) by one or more account owners (or their agents), including, without limitation, any purchase and sale (round trip) in and out of a single series of a Fund within any thirty day period. The parties acknowledge that, if necessary, such policies and procedures may include the identification of account owners engaged in such market timing activity and the imposition of restrictions on their requests to purchase or exchange Fund shares. You shall provide reasonable reports regarding your implementation and enforcement of such restrictions on purchase and redemption activity that follows a market-timing pattern upon request.

 

17. Shareholder Information and SEC Rule 22c-2. If trading as an Intermediary (a broker, dealer, bank or other entity that holds securities of record issued by the Funds in nominee name; and in the case of a participant-directed employee benefit plan that owns securities issued by the Funds; a retirement plan administrator under ERISA or any entity that maintains the plan’s participant records) you hereby agree as follows:

 

  17.1 Agreement to Provide Information. Intermediary agrees to provide the Funds, upon written request, the taxpayer information number (“TIN”), if known, of any or all Shareholder(s) of the account and the amount, date, name or other identifier of any investment professional(s) associated with the Shareholder(s) or account (if known), and transaction type (purchase, redemption, transfer, or exchange) of every purchase, redemption, transfer, or exchange of Fund shares held through an account maintained by the Intermediary during the period covered by the request.

 

  17.1.1 Period Covered by Request. Requests must set forth a specific period, not to exceed 180 days from the date of the request, for which transaction information is sought. The Fund may request transaction information older than 180 days from the date of the request as it deems necessary to investigate compliance with policies established by the Fund for the purposes of eliminating or reducing any dilution of the value of the outstanding shares issued by the Fund. If requested by the Fund, Intermediary agrees to provide the information specified in 17.1 for each trading day.

 

  17.1.2

Form and Timing of Response. Intermediary agrees to transmit the requested information that is on its books and records to the Funds or its designee promptly, but in any event not later than 10 business days, after receipt of a request. If the requested information is not on the Intermediary’s books and records, Intermediary agrees to use reasonable efforts to: (i) promptly obtain and transmit the requested information; (ii) obtain assurances from the accountholder that the requested information will be

 

4


  provided directly to the Fund Agent promptly; or (iii) if directed by the Fund Agent, block further purchases of Fund shares from such accountholder. In such instance, Intermediary agrees to inform the Fund Agent whether it plans to perform (i), (ii) or (iii). Responses required by this paragraph must be communicated in writing and in format mutually agreed upon by the parties. To the extent practicable, the format for any transaction information provided to the Fund Agent should be consistent with the NSCC Standardized Data Reporting Format.

 

  17.1.3 Limitations on Use of Information. The Fund Agent agrees not to use the information received for marketing or any other similar purpose without the prior written consent of the Intermediary.

 

  17.2. Agreement to Restrict Trading. Intermediary agrees to execute written instructions from the Fund Agent to restrict or prohibit further purchases or exchanges of Fund shares by a Shareholder that has been identified by the Fund Agent as having engaged in transactions of the Funds’ shares (directly or indirectly through the Intermediary’s account) that violate policies established by the Funds for the purposes of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds.

 

  17.2.1 Form of Instructions. Instructions must include the TIN, if known, and the specific restriction(s) to be executed. If the TIN is not known, the instructions must include any equivalent identifying number of the Shareholder(s) or account(s) or other agreed upon information to which the instruction relates.

 

  17.2.2 Timing of Response. Intermediary agrees to execute instructions as soon as reasonably practicable, but not later than five business days after receipt of the instructions by the Intermediary.

 

  17.2.3 Confirmation by Intermediary. Intermediary must provide written confirmation to the Fund Agent that instructions have been executed. Intermediary agrees to provide confirmation as soon as reasonably practicable, but not later than ten business days after the instructions have been executed.

 

  17.3 Definitions. For purposes of this paragraph:

 

  17.3.1 The term “Funds” includes the fund’s principal underwriter and transfer agent. The term not does include any “excepted funds” as defined in SEC Rule 22c-2(b) under the Investment Company Act of 1940.

 

  17.3.2 The term “Shares” means the interests of Shareholders corresponding to the redeemable securities of record issued by the Fund under the Investment Company Act of 1940 that are held by the Intermediary.

 

  17.3.3 The term “Shareholder” means the beneficial owner of Shares, whether the Shares are held directly or by the Intermediary in nominee name or, if applicable, the Plan participant notwithstanding that the Plan may be deemed to be the beneficial owner of Shares.

 

18. Either party may terminate this agreement for any reason by written or electronic notice to the other party which termination shall become effective fifteen (15) days after the date of mailing or electronically transmitting such notice to the other party. We may also terminate this agreement for cause or as a result of a violation by you, as determined by us in our discretion, of any of the provisions of this Agreement, said termination to be effective on the date of mailing written or electronic notice to you of the same. Without limiting the generality of the foregoing, your own expulsion from the FINRA will automatically terminate this Agreement without notice. Your suspension from the FINRA or violation of applicable state or Federal laws or rules and regulations of applicable regulatory agencies will terminate this Agreement effective upon the date of our mailing written notice or transmitting electronic notice to you of such termination. Our failure to terminate this Agreement for any cause shall not constitute a waiver of our right to so terminate at a later date.

 

19. All communications and notices to you or us shall be sent to the addresses set forth at the beginning of this Agreement or to such other address as may be specified in writing from time to time.

 

20.

VPD agrees to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of customer information which may from time to time be established. VPD agrees not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by you to VPD in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. You agree to comply with all laws, rules, regulations, and ordinances relating to privacy, confidentiality, security, data security, and the handling of

 

5


  customer information which may from time to time be established. You agree not to disclose or use any consumer nonpublic personal information (including nonpublic personal financial information and nonpublic personal health information), which may be supplied by VPD to you in performance under this Agreement other than to: a) carry out the purpose for which the information was provided; and b) to use or disclose the information as otherwise permitted or required by law. This provision will survive and continue in full force and effect after the termination of this Agreement.

 

21. This agreement shall become effective upon the date of its acceptance by us as set forth herein. This agreement may be amended by VPD from time to time. This Agreement and all rights and obligations of the parties hereunder shall be governed by and construed under the laws of the State of Connecticut. This agreement is not assignable or transferable, except that we may assign or transfer this agreement to any successor distributor of the Shares described herein.

 

ACCEPTED ON BEHALF OF     ACCEPTED ON BEHALF OF
VP DISTRIBUTORS, LLC    

 

    Name of Dealer Firm
Date         Date    
By         By    
Name Jeffery T. Cerutti     Print Name                                                                                  
Title   President     Print Title                                                                                     
    FINRA CRD Number                                                              

VPD 80 (9/6/12)

 

6


 

LOGO

Virtus Mutual Funds Sales Agreement

Amended Annex A December 2012

VP Distributors, LLC

 

 

Virtus Mutual Funds and Available Share Classes

 

 

 

ALTERNATIVES   

Virtus Alternatives Diversifier Fund

   A C I

Virtus Dynamic AlphaSector TM Fund

   A C I

Virtus Global Commodities Stock Fund

   A C I

Virtus Global Dividend Fund

   A C I

Virtus Global Real Estate Securities Fund

   A C I

Virtus International Real Estate Securities Fund

   A C I

Virtus Real Estate Securities Fund

   A C I
ASSET ALLOCATION   

Virtus Allocator Premium AlphaSector TM Fund

   A C I

Virtus Balanced Fund

   A C

Virtus Herzfeld Fund

   A C I

Virtus Tactical Allocation Fund

   A C
EQUITY   

Virtus AlphaSector TM Rotation Fund

   A C I

Virtus Disciplined Equity Style Fund

   A C I

Virtus Growth & Income Fund

   A C I

Virtus Mid-Cap Core Fund

   A C I

Virtus Mid-Cap Growth Fund

   A C I

Virtus Mid-Cap Value Fund

   A C I

Virtus Premium AlphaSector TM Fund

   A C I

Virtus Quality Large-Cap Value Fund

   A C I

Virtus Quality Small-Cap Fund

   A C I

Virtus Small-Cap Core Fund

   A C I

Virtus Small-Cap Sustainable Growth Fund

   A C I

Virtus Strategic Growth Fund

   A C I

Virtus Value Equity Fund

   A C I

Virtus Wealth Masters Fund

   A C I
FIXED INCOME   

Virtus Bond Fund

   A C I

Virtus CA Tax-Exempt Bond Fund

   A I

Virtus Disciplined Select Bond Fund

   A C I

Virtus Emerging Markets Debt Fund

   A C I

Virtus High Yield Fund

   A C I

Virtus High Yield Income Fund

   A C I

Virtus Insight Government Money Market Fund

   A I

Virtus Insight Money Market Fund

   A I

Virtus Insight Tax-Exempt Money Market Fund

   A I

Virtus Low Duration Income Fund

   A C I

Virtus Multi-Sector Fixed Income Fund

   A C I

Virtus Multi-Sector Short Term Bond Fund

   A C I T

Virtus Senior Floating Rate Fund

   A C I

Virtus Tax-Exempt Bond Fund

   A C I
INTERNATIONAL/GLOBAL   

Virtus Disciplined Select Country Fund

   A C I

Virtus Emerging Markets Equity Income Fund

   A C I

Virtus Emerging Market Opportunities Fund

   A C I

Virtus Foreign Opportunities Fund

   A C I

Virtus Global Opportunities Fund

   A C I

Virtus Global Premium AlphaSector TM Fund

   A C I

Virtus Greater Asia ex Japan Opportunities Fund

   A C I

Virtus Greater European Opportunities Fund

   A C I

Virtus International Equity Fund

   A C I

Virtus International Small-Cap Fund

   A C I
 

 

 

VP Distributors, LLC 100 Pearl Street, Hartford, CT 06103

 

Marketing: (800) 243-4361    Customer Service: (800) 243-1574    www.Virtus.com

Applicable waivers of Class A sales charges and Class B and C contingent deferred sales charges are described in the prospectus.

 

7


Class A Shares

 

    

Equity, Asset Allocation,

International/Global, Alternative Funds:

 

Bond, High Yield, Multi-Sector Fixed Income,

and High Yield Income Funds:

Amount of

Transaction

Plus Applicable Rights

of Accumulation:

  

Sales Charge

As Percentage of
Offering Price

 

Dealer Discount

or Agency Fee

As Percentage of

Offering Price

 

Sales Charge

As Percentage of

Offering Price

 

Dealer Discount

or Agency Fee

As Percentage of

Offering Price

Less than $50,000

   5.75%   5.00%   3.75%   3.25%

$50,000 but under $100,000

   4.75   4.25   3.50   3.00

$100,000 but under $250,000

   3.75   3.25   3.25   2.75

$250,000 but under $500,000

   2.75   2.25   2.25   2.00

$500,000 but under $1,000,000

   2.00   1.75   1.75   1.50

$1,000,000 or more

   None   None   None   None

 

    

Tax-Exempt Bond, CA Tax-Exempt Bond,

and Senior Floating Rate Funds:

 

Multi-Sector Short Term

Bond Fund and Low Duration Income Fund:

Amount of

Transaction

Plus Applicable Rights

of Accumulation:

  

Sales Charge

As Percentage of

Offering Price

 

Dealer Discount

or Agency Fee

As Percentage of

Offering Price

 

Sales Charge

As Percentage of

Offering Price

 

Dealer Discount

or Agency Fee

As Percentage of

Offering Price

Less than $50,000

   2.75%   2.25%   2.25%   2.00%

$50,000 but under $100,000

   2.25   2.00   1.25   1.00

$100,000 but under $250,000

   1.75   1.50   1.00   1.00

$250,000 but under $500,000

   1.25   1.00   1.00   1.00

$500,000 but under $1,000,000

   1.00   1.00   0.75   0.75

$1,000,000 or more

   None   None   None   None

There is no Class A sales charge for the Virtus Money Market Funds.

Distribution Fee: 0.10% For distribution services with respect to the Virtus Insight Money Market Fund, Virtus Insight Government Money Market Fund and the Virtus Insight Tax-Exempt Money Market Fund, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.10% annually, based on the average daily net asset value of such Funds sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 in each Fund Class to qualify for payment in that Fund Class. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually. The Service Fee is based on the average daily net asset value of Class A shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the thirteenth month following purchase of Class A shares. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Finder’s Fee and CDSC Applicable to AlphaSector Rotation and Fixed Income Funds (excluding Money Market Funds): VPD may pay broker-dealers a Finder’s Fee in an amount equal to 0.50% of eligible Class A Share purchases from $1,000,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a Finder’s Fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 0.50% may apply on certain redemptions made within 18 months following purchases of Class A shares on which a Finder’s Fee has been paid to a dealer. The 18 month period begins on the last day of the month preceding the month in which the purchase was made.

Finder’s Fee and CDSC Applicable to Equity, Asset Allocation, International/Global, and Alternative Funds Class A Shares: (excluding AlphaSector Rotation Fund) VPD may pay broker-dealers a Finder’s Fee in an amount equal to 1.00% of eligible Class A Share purchases from $1,000,000 to $3,000,000, 0.50% on amounts of $3,000,0001 to $10,000,000 and 0.25% on amounts greater than $10,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a Finder’s Fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 1% may apply on certain redemptions made within 18 months following purchases of Class A shares on which a Finder’s Fee has been paid to a dealer. The 18 month period begins on the last day of the month preceding the month in which the purchase was made.

 

8


Class B Shares

As of December 1, 2009, Class B shares of the Virtus Mutual Funds are no longer available for purchase by new or existing shareholders, except for the reinvestment of dividends or capital gains distributions into existing Class B share accounts, and for exchanges from existing Class B share accounts to other Virtus Mutual Funds with Class B shares.

 

    

CDSC (Except Virtus

Multi-Sector Short Term Bond Fund

and Virtus Dynamic AlphaSector Fund)

 

CDSC

Virtus Multi-Sector

Short Term Bond Fund

 

CDSC

Virtus Dynamic

Alphasector Fund

Years since

Each Purchase:

  

Contingent Deferred

Sales Charge:

 

Contingent Deferred

Sales Charge:

 

Contingent Deferred

Sales Charge

First

      5.0%      2.0%      5.0%

Second

   4.0   1.5   4.0

Third

   3.0   1.0   3.0

Fourth

   2.0   0.0   3.0

Fifth

   2.0   0.0   2.0

Sixth

   0.0   0.0   1.0

Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified above, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to VPD.

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class B shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. Dealers must have an aggregate value of $50,000 or more in a Fund Class to qualify for payment in that Fund Class. The Class B Service Fee is paid beginning in the 13 th month following each purchase. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Class C Shares

 

Sales Commission:    1% for all Class C Funds except Virtus Multi-Sector Short Term Bond Fund
   0% for Virtus Multi-Sector Short Term Bond Fund
   For exchanges from Virtus Multi-Sector Short Term Bond Fund Class C to other Class C shares, the dealer will receive 1% sales commission on the exchanged amount.

CDSC: 1% for all Class C Funds, except Virtus Dynamic AlphaSector Fund (1.25% CDSC) and Virtus Multi-Sector Short Term Bond Fund (no CDSC). Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified below, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to VPD. The CDSC on Class C shares is 1% for one year from each purchase.

Distribution Fee: 0.25%—0.75% VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually for Virtus Multi-Sector Short Term Bond Fund, 0.70% for the Virtus Dynamic AlphaSector Fund, and 0.75% annually for all other Class C Funds, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C Trail Fee is paid beginning in the 13 th month following each purchase. There is no hold for the Class C Trail Fee for the Virtus Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C Service Fee is paid beginning in the 13 th month following each purchase. There is no hold for the Class C Service Fee for the Virtus Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

 

9


Class I Shares

There is no dealer compensation payable on Class I shares.

Class T Shares – Virtus Multi-Sector Short Term Bond Fund only

Dealer Concession: 1%

CDSC: 1% for one year from the date of each purchase.

Service Fee: 0.25% For providing shareholder services such as responding to shareholder inquiries; processing redemptions; changing dividend options, account designations, and addresses; transmitting proxy statements, annual reports, prospectuses and other correspondence from the Funds to shareholders; and providing such other information and assistance to shareholders as may be reasonably requested by such shareholders, VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class T Service Fee is paid beginning in the 13 th month following each purchase. See below for Terms and Conditions for Service and Distribution Fees.

Distribution Fee: 0.75% VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.75% annually, based on the average daily net asset value of Class T shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class T Distribution Fee is paid beginning in the 13 th month following each purchase. See below for Terms and Conditions for Service and Distribution Fees.

Terms and Conditions for Service and Distribution Fees – All Share Classes

Applicable Service and Distribution Fees are paid pursuant to one or more distribution and/or service plans (“Plan”) adopted by certain of the Funds pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Act”). Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. In addition, these fees may be terminated at any time, without the payment of any penalty, by vote of a majority of the members of the Funds’ Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days’ written notice to any other party to the Agreement.

VPD80A (December 2012 rev.)

 

10

FIFTH AMENDMENT

to

MASTER CUSTODY AGREEMENT

THIS AMENDMENT made effective as of the 9 th day of December, 2011 amends that certain Master Custody Agreement, dated as of November 5, 2009, amended September 14, 2010 February 25, 2011, March 15, 2011 and July 18, 2011, between the Funds listed on Exhibit A thereto and The Bank of New York Mellon (the “Master Custody Agreement”) as herein below provided.

WITNESSETH:

WHEREAS, pursuant to Article X, Section 5 of the Master Custody Agreement, the Funds wish to append Schedule II to the Master Custody Agreement to add the Virtus Total Return Fund; and to add Article X Section 11.

NOW, THEREFORE, in consideration of the foregoing premise, the parties to the Master Custody Agreement hereby agree that the Master Custody Agreement is amended as follows:

1. Schedule II to the Master Custody Agreement is attached hereto and made a part hereof.

2. Article X, Section 11 to the Master Custody Agreement is incorporated hereto as follows.

The obligations of the Fund (and Series) entered into in the name or on behalf thereof by any director, trustee, representative, employee or agent thereof are made not individually, but in such capacities, and are not binding upon any of the directors, trustees, shareholders, representatives, employees or agents of the Fund (or Series) personally, but bind only the property of the Fund (or Series), and all persons dealing with the Fund (or Series) must look solely to the property of the Fund (or Series) for the enforcement of any claims against the Fund (or Series). For the avoidance of doubt, it is acknowledged and agreed that the liabilities and obligations of each Fund (or Series) shall be separate and apart from each other Fund (or Series) and under no circumstance shall any Fund (or Series) be liable for the liabilities and obligations of any other Fund (or Series). For the avoidance of doubt, it is acknowledged and agreed that the agreements made herein by the Fund (or Series) bind and obligate only the Fund (or Series) and its assets and no related, affiliated or controlling person of the Fund (or Series) shall have any liability for the debts or obligations of the Fund (or Series) hereunder.

2. Except as herein provided, the Master Custody Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall have such meanings as ascribed thereto in the Master Custody Agreement.

3. This Amendment may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers.

 

VIRTUS EQUITY TRUST
VIRTUS INSIGHT TRUST
VIRTUS INSTITUTIONAL TRUST
VIRTUS OPPORTUNITIES TRUST
VIRTUS TOTAL RETURN FUND
By:   /s/ W. Patrick Bradley
Name: W. Patrick Bradley
Title: Chief Financial Officer and Treasurer

 

THE BANK OF NEW YORK MELLON
By:   /s/ Mary Jean Milner
Name: Mary Jean Milner
Title: Vice President


SCHEDULE II

Series and Effective Dates

 

Series    Effective Date
     (Date Added to Agreement)

Virtus Insight Trust

  

Virtus Emerging Markets Opportunities Fund

   November 5,2009

Virtus Opportunities Trust

  

Virtus Allocator Premium Alphasector Fund

   March 15, 2011

Virtus Foreign Opportunities Fund

   November 5,2009

Virtus Global Commodities Stock Fund

   March 15, 2011

Virtus Global Infrastructure Fund

   November 5,2009

Virtus Global Opportunities Fund

   November 5,2009

Virtus Global Premium Alphasector Fund

   March 15, 2011

Virtus Global Real Estate Securities Fund

   November 5,2009

Virtus Greater Asia ex Japan Opportunities Fund

   November 5,2009

Virtus Greater European Opportunities Fund

   November 5,2009

Virtus International Equity Fund

   September 14, 2010

Virtus International Real Estate Securities Fund

   November 5,2009

Virtus Market Neutral Fund

   February 25, 2011

Virtus Total Return Fund

   December 9, 2011

SIXTH AMENDMENT

to

MASTER CUSTODY AGREEMENT

THIS AMENDMENT made effective as of the 28 th day of August, 2012 amends that certain Master Custody Agreement, dated as of November 5, 2009, and amended September 14, 2010, February 25, 2011, March 15, 2011, July 18, 2011 and December 9, 2011, between the Funds listed on Exhibit A thereto and The Bank of New York Mellon (the “Master Custody Agreement”) as herein below provided.

WITNESSETH:

WHEREAS, pursuant to Article X, Section 5 of the Master Custody Agreement, the Funds wish to amend Schedule II to the Master Custody Agreement to add the Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Herzfeld Fund, Virtus International Small-Cap Fund and Virtus Wealth Masters Fund.

NOW, THEREFORE, in consideration of the foregoing premise, the parties to the Master Custody Agreement hereby agree that the Master Custody Agreement is amended as follows:

 

  1. Schedule II to the Master Custody Agreement is hereby replaced with Schedule II attached hereto and made a part hereof.

 

  2. Virtus Institutional Trust is hereby removed as a party to the Agreement.

 

  3. Except as herein provided, the Master Custody Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Master Custody Agreement.

 

  4. This Amendment may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers.

 

VIRTUS EQUITY TRUST
VIRTUS INSIGHT TRUST
VIRTUS INSTITUTIONAL TRUST
VIRTUS OPPORTUNITIES TRUST
VIRTUS TOTAL RETURN FUND
By:    
Name: W. Patrick Bradley

Title: Vice President, Chief Financial Officer and Treasurer

 

THE BANK OF NEW YORK MELLON
By:    
Name:
Title:


SCHEDULE II

Series and Effective Dates

 

Series

  Tax ID #     

Effective Date

(Date Added to
Agreement)

Virtus Equity Trust

      

Virtus Balanced Fund

  04-2987660      July 18, 2011

Virtus Growth & Income Fund

  04-3380715      July 18, 2011

Virtus Mid-Cap Core Fund

  30-0560712      July 18, 2011

Virtus Mid-Cap Growth Fund

  04-2987666      July 18, 2011

Virtus Mid-Cap Value Fund

  39-1913311      July 18, 2011

Virtus Quality Large-Cap Value Fund

  59-3808138      July 18, 2011

Virtus Quality Small-Cap Fund

  14-1964051      July 18, 2011

Virtus Small-Cap Core Fund

  95-7015400      July 18, 2011

Virtus Small-Cap Sustainable Growth Fund

  14-1964055      July 18, 2011

Virtus Strategic Growth Fund

  04-3288599      July 18, 2011

Virtus Tactical Allocation Fund

  13-6022076      July 18, 2011

Virtus Insight Trust

      

Virtus Core Equity Fund

  52-1957797      July 18, 2011

Virtus Emerging Markets Opportunities Fund

  04-3384956      November 5, 2009

Virtus High Yield Income Fund

  73-1651386      July 18, 2011

Virtus Insight Government Money Market Fund

  13-3431945      July 18, 2011

Virtus Insight Money Market Fund

  13-3431953      July 18, 2011

Virtus Insight Tax-Exempt Money Market Fund

  13-3431950      July 18, 2011

Virtus Low Duration Income Fund

  51-0332759      July 18, 2011

Virtus Tax-Exempt Bond Fund

  52-1957790      July 18, 2011

Virtus Value Equity Fund

  13-3431951      July 18, 2011

Virtus Opportunities Trust

      

Virtus Allocator Premium AlphaSector Fund

  30-0664057      March 15, 2011

Virtus AlphaSector Rotation Fund

  56-2379836      July 18, 2011

Virtus Alternatives Diversifier Fund

  65-1263085      July 18, 2011

Virtus Bond Fund

  94-6691953      July 18, 2011

Virtus CA Tax-Exempt Bond Fund

  13-3165458      July 18, 2011

Virtus Dynamic AlphaSector Fund

  13-3987445      February 25, 2011

Virtus Emerging Markets Debt Fund

  46-0527337      August 28, 2012

Virtus Emerging Markets Equity Income Fund

  46-0527526      August 28, 2012

Virtus Foreign Opportunities Fund

  33-1070585      November 5, 2009

Virtus Global Commodities Stock Fund

  61-1626202      March 15, 2011

Virtus Global Infrastructure Fund

  51-0529376      November 5, 2009

Virtus Global Opportunities Fund

  13-6066130      November 5, 2009

Virtus Global Premium AlphaSector Fund

  36-4689977      March 15, 2011

Virtus Global Real Estate Securities Fund

  38-3795774      November 5, 2009

Virtus Greater Asia ex Japan Opportunities Fund

  38-3795776      November 5, 2009

Virtus Greater European Opportunities Fund

  38-3795775      November 5, 2009

Virtus Herzfeld Fund

  46-0548699      August 28, 2012

Virtus High Yield Fund

  04-2987667      July 18, 2011

Virtus International Equity Fund

  32-0315355      September 14, 2010

Virtus International Real Estate Securities Fund

  56-2670681      November 5, 2009


Series

  Tax ID #       

Effective Date

(Date Added to
Agreement)

Virtus International Small-Cap Fund

    46-0543862         August 28, 2012

Virtus Multi-Sector Fixed Income Fund

    13-3543533         July 18, 2011

Virtus Multi-Sector Short Term Bond Fund

    22-3164565         July 18, 2011

Virtus Premium AlphaSector Fund

    32-0311755         July 18, 2011

Virtus Real Estate Securities Fund

    04-3264790         July 18, 2011

Virtus Senior Floating Rate Fund

    61-1549332         July 18, 2011

Virtus Wealth Masters Fund

    46-0543722         August 28, 2012

Virtus Total Return Fund

    20-2194040         December 9, 2011

SEVENTH AMENDMENT

to

MASTER CUSTODY AGREEMENT

THIS AMENDMENT made effective as of the 18 th day of December, 2012 amends that certain Master Custody Agreement, dated as of November 5, 2009, and amended September 14, 2010, February 25, 2011, March 15, 2011, July 18, 2011, December 9, 2011 and August 28, 2012, between the Funds listed on Exhibit A thereto and The Bank of New York Mellon (the “Master Custody Agreement”) as herein below provided.

W I T N E S S E T H:

WHEREAS, pursuant to Article X, Section 5 of the Master Custody Agreement, the Funds wish to amend Schedule II to the Master Custody Agreement to add the Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund and Virtus Disciplined Select Country Fund and to otherwise update the Schedule.

NOW, THEREFORE, in consideration of the foregoing premise, the parties to the Master Custody Agreement hereby agree that the Master Custody Agreement is amended as follows:

 

  1. Schedule II to the Master Custody Agreement is hereby replaced with Schedule II attached hereto and made a part hereof.

 

  2. Except as herein provided, the Master Custody Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Master Custody Agreement.

 

  3. This Amendment may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[Signature Page Follows]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers.

 

VIRTUS EQUITY TRUST
VIRTUS INSIGHT TRUST
VIRTUS OPPORTUNITIES TRUST
VIRTUS TOTAL RETURN FUND
By:    
Name: W. Patrick Bradley

Title: Vice President, Chief Financial Officer and Treasurer

 

THE BANK OF NEW YORK MELLON
By:    
Name:
Title:


SCHEDULE II

Series and Effective Dates

 

Series    Tax ID #     

Effective Date

(Date Added to
Agreement)

Virtus Equity Trust

       

Virtus Balanced Fund

   04-2987660      July 18, 2011

Virtus Growth & Income Fund

   04-3380715      July 18, 2011

Virtus Mid-Cap Core Fund

   30-0560712      July 18, 2011

Virtus Mid-Cap Growth Fund

   04-2987666      July 18, 2011

Virtus Mid-Cap Value Fund

   39-1913311      July 18, 2011

Virtus Quality Large-Cap Value Fund

   59-3808138      July 18, 2011

Virtus Quality Small-Cap Fund

   14-1964051      July 18, 2011

Virtus Small-Cap Core Fund

   95-7015400      July 18, 2011

Virtus Small-Cap Sustainable Growth Fund

   14-1964055      July 18, 2011

Virtus Strategic Growth Fund

   04-3288599      July 18, 2011

Virtus Tactical Allocation Fund

   13-6022076      July 18, 2011

Virtus Insight Trust

       

Virtus Core Equity Fund

   52-1957797      July 18, 2011

Virtus Emerging Markets Opportunities Fund

   04-3384956      November 5, 2009

Virtus High Yield Income Fund

   73-1651386      July 18, 2011

Virtus Insight Government Money Market Fund

   13-3431945      July 18, 2011

Virtus Insight Money Market Fund

   13-3431953      July 18, 2011

Virtus Insight Tax-Exempt Money Market Fund

   13-3431950      July 18, 2011

Virtus Low Duration Income Fund

   51-0332759      July 18, 2011

Virtus Tax-Exempt Bond Fund

   52-1957790      July 18, 2011

Virtus Value Equity Fund

   13-3431951      July 18, 2011

Virtus Opportunities Trust

       

Virtus Allocator Premium AlphaSector Fund

   30-0664057      March 15, 2011

Virtus AlphaSector Rotation Fund

   56-2379836      July 18, 2011

Virtus Alternatives Diversifier Fund

   65-1263085      July 18, 2011

Virtus Bond Fund

   94-6691953      July 18, 2011

Virtus CA Tax-Exempt Bond Fund

   13-3165458      July 18, 2011

Virtus Disciplined Equity Style Fund

   46-1332378      December 15, 2012

Virtus Disciplined Select Bond Fund

   46-1322262      December 15, 2012

Virtus Disciplined Select Country Fund

   46-1321196      December 15, 2012

Virtus Dynamic AlphaSector Fund

   13-3987445      February 25, 2011

Virtus Emerging Markets Debt Fund

   46-0527337      August 28, 2012

Virtus Emerging Markets Equity Income Fund

   46-0527526      August 28, 2012

Virtus Foreign Opportunities Fund

   33-1070585      November 5, 2009

Virtus Global Commodities Stock Fund

   61-1626202      March 15, 2011

Virtus Global Dividend Fund (formerly Virtus Global Infrastructure Fund)

   51-0529376      November 5, 2009

Virtus Global Opportunities Fund

   13-6066130      November 5, 2009

Virtus Global Premium AlphaSector Fund

   36-4689977      March 15, 2011

Virtus Global Real Estate Securities Fund

   38-3795774      November 5, 2009

Virtus Greater Asia ex Japan Opportunities Fund

   38-3795776      November 5, 2009

Virtus Greater European Opportunities Fund

   38-3795775      November 5, 2009


Series    Tax ID #       

Effective Date

(Date Added to
Agreement)

Virtus Herzfeld Fund

     46-0548699         August 28, 2012

Virtus High Yield Fund

     04-2987667         July 18, 2011

Virtus International Equity Fund

     32-0315355         September 14, 2010

Virtus International Real Estate Securities Fund

     56-2670681         November 5, 2009

Virtus International Small-Cap Fund

     46-0543862         August 28, 2012

Virtus Multi-Sector Fixed Income Fund

     13-3543533         July 18, 2011

Virtus Multi-Sector Short Term Bond Fund

     22-3164565         July 18, 2011

Virtus Premium AlphaSector Fund

     32-0311755         July 18, 2011

Virtus Real Estate Securities Fund

     04-3264790         July 18, 2011

Virtus Senior Floating Rate Fund

     61-1549332         July 18, 2011

Virtus Wealth Masters Fund

     46-0543722         August 28, 2012

Virtus Total Return Fund

     20-2194040         December 9, 2011

THIRD AMENDMENT TO AMENDED AND RESTATED

TRANSFER AGENCY AND SERVICE AGREEMENT

This Amendment, effective as of January 1, 2013, is made by and between the undersigned entities (hereinafter each referred to as the “Fund” and collectively referred to as the “Virtus Mutual Funds”) and Virtus Fund Services, LLC (hereinafter referred to as the “Transfer Agent”).

 

WHEREAS: The Transfer Agent and the Virtus Mutual Funds are parties to an Amended and Restated Transfer Agency and Service Agreement dated January 1, 2010 (the “Agreement”); and

 

WHEREAS: The Agreement has recently been assigned to the Transfer Agent by VP Distributors, LLC (formerly VP Distributors, Inc.) (“VP Distributors”) with the consent of the Board of Trustees of Virtus Mutual Funds; and

 

WHEREAS: The parties desire to make amendments to the Agreement to reflect the assignment, to reflect certain changes to the fees under the Agreement, and to remove one trust of the Virtus Mutual Funds as a party; and

 

WHEREAS: Article 11 of the Agreement states that amendments to the Agreement shall be set forth in a written amendment signed by both parties;

NOW THEREFORE, the parties agree as follows:

 

  1. All references in the Agreement to VP Distributors in the Agreement are hereby changed to refer to Virtus Fund Services, LLC.

 

  2. Schedule A to the Agreement is hereby replaced with the attached new Schedule A.

 

  3. Virtus Institutional Trust is hereby removed as a party to the Agreement.

[signatures appear on next page]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their behalf and through their duly authorized officers, as of the day and year first above written.

 

VIRTUS EQUITY TRUST
VIRTUS INSIGHT TRUST
VIRTUS INSTITUTIONAL TRUST
VIRTUS OPPORTUNITIES TRUST
(collectively, the “Virtus Mutual Funds”)
By:    
 

Name:  W. Patrick Bradley

 

Title:    Vice President, Chief Financial Officer and Treasurer

VIRTUS FUND SERVICES, LLC
By:    
 

Name:  Heidi Griswold

 

Title:    Vice President, Mutual Fund Services

 

2


Schedule A

Fee Schedule

Effective Date: January 1, 2013

 

    

Total

Transfer Agent Fee

    

BNYM portion of Total Fee

         0

Direct Accounts

   $ 9.20 per account       $ 9.20 per account

Networked Accounts

   $6.20 per account       $ 6.20 per account

Closed Accounts

   $ .50 per account       $ 0.50 per account

Compliance Fee

   4.25% of per account fees       4.25% of per account fees

Oversight & Service

   Money Market Funds       0
           All assets      0.25 bps      
   Other Funds      
           0 - $15,000,000,000      4.50 bps      
           $15,000,000,001 - $30,000,000,000      4.25 bps      
           $30,000,000,001 - $50,000,000,000      4.00 bps      
           Over $50,000,000,000      3.75 bps      

Account Charges:

Account Charges will be allocated on the basis of the number of accounts.

Base Fees:

Base Fees will be allocated according to average net assets.

Out-of-Pocket Expenses:

Out-of-pocket expenses include, but are not limited to: expenses invoiced by broker-dealers and financial institutions for shareholder servicing, confirmation production, postage, forms, telephone, microfilm, microfiche, stationary and supplies, and expenses incurred at the specific direction of the Fund. Postage for mass mailings is due seven days in advance of the mailing date.

 

3

SIXTH AMENDMENT

to

AMENDED AND RESTATED ADMINISTRATION AGREEMENT

THIS AMENDMENT made effective as of the 28 th day of August, 2012 amends that certain amended and restated administration agreement, dated as of January 1, 2010, as amended, between the Trusts listed on Schedule A including the Funds listed under each Trust and VP Distributors, LLC (formerly VP Distributors, Inc.) (the “Administration Agreement”) as herein below provided.

W I T N E S S E T H :

WHEREAS, Pursuant to Section 8, Amendments to the Agreement, of the Administration Agreement, the Trusts and the Funds wish to amend Schedule A of the Administration Agreement to add the following new Funds: Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Herzfeld Fund, Virtus International Small-Cap Fund and Virtus Wealth Masters Fund.

NOW, THEREFORE, in consideration of the foregoing premise, the parties to the Administration Agreement hereby agree that the Administration Agreement is amended as follows:

 

  1. Schedule A to the Administration Agreement is hereby replaced with Schedule A attached hereto and made a part hereof.

 

  2. The name VP Distributors, Inc. is hereby amended throughout the Agreement to be “VP Distributors, LLC”.

 

  3. Virtus Institutional Trust is hereby removed as a party to the Agreement.

 

  4. Except as herein provided, the Administration Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Administration Agreement.

 

  5. This Amendment may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers.

 

  VIRTUS MUTUAL FUNDS
    VIRTUS EQUITY TRUST
    VIRTUS INSIGHT TRUST
    VIRTUS INSTITUTIONAL TRUST
    VIRTUS OPPORTUNITIES TRUST
    By:    
     

Name:  W. Patrick Bradley

     

Title:    Vice President, Chief Financial Officer and Treasurer

    VP DISTRIBUTORS, LLC
    By:    
      Name:
      Title:


SCHEDULE A

(as of August 28, 2012)

Virtus Equity Trust

Virtus Balanced Fund

Virtus Growth & Income Fund

Virtus Mid-Cap Core Fund

Virtus Mid-Cap Growth Fund

Virtus Mid-Cap Value Fund

Virtus Quality Large-Cap Value Fund

Virtus Quality Small-Cap Fund

Virtus Small-Cap Core Fund

Virtus Small-Cap Sustainable Growth Fund

Virtus Strategic Growth Fund

Virtus Tactical Allocation Fund

Virtus Insight Trust

Virtus Core Equity Fund

Virtus Emerging Markets Opportunities Fund

Virtus High Yield Income Fund

Virtus Insight Government Money Market Fund

Virtus Insight Money Market Fund

Virtus Insight Tax-Exempt Money Market Fund

Virtus Low Duration Income Fund (formerly Virtus Short/Intermediate Bond Fund)

Virtus Tax-Exempt Bond Fund

Virtus Value Equity Fund

Virtus Opportunities Trust

Virtus Allocator Premium AlphaSector Fund

Virtus AlphaSector Rotation Fund

Virtus Alternatives Diversifier Fund

Virtus Bond Fund

Virtus CA Tax-Exempt Bond Fund

Virtus Dynamic AlphaSector Fund (formerly Virtus Market Neutral Fund)

Virtus Emerging Markets Debt Fund

Virtus Emerging Markets Equity Income Fund

Virtus Foreign Opportunities Fund

Virtus Global Commodities Stock Fund

Virtus Global Infrastructure Fund

Virtus Global Opportunities Fund

Virtus Global Premium AlphaSector Fund

Virtus Global Real Estate Securities Fund

Virtus Greater Asia ex Japan Opportunities Fund

Virtus Greater European Opportunities Fund

Virtus Herzfeld Fund

Virtus High Yield Fund

Virtus International Equity Fund

Virtus International Real Estate Securities Fund

Virtus International Small-Cap Fund

Virtus Multi-Sector Fixed Income Fund

Virtus Multi-Sector Short Term Bond Fund

Virtus Premium AlphaSector Fund

Virtus Real Estate Securities Fund

Virtus Senior Floating Rate Fund

Virtus Wealth Masters Fund

SEVENTH AMENDMENT

to

AMENDED AND RESTATED ADMINISTRATION AGREEMENT

THIS AMENDMENT made effective as of the 18 th day of December, 2012 amends that certain amended and restated administration agreement, dated as of January 1, 2010, as amended, between the Trusts listed on Schedule A including the Funds listed under each Trust and VP Distributors, LLC (formerly VP Distributors, Inc.) (the “Administration Agreement”) as herein below provided.

W I T N E S S E T H :

WHEREAS, Pursuant to Section 8, Amendments to the Agreement, of the Administration Agreement, the Trusts and the Funds wish to amend Schedule A of the Administration Agreement to add the following new Funds: Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund and Virtus Disciplined Select Country Fund and to otherwise update the schedule.

NOW, THEREFORE, in consideration of the foregoing premise, the parties to the Administration Agreement hereby agree that the Administration Agreement is amended as follows:

 

  1. Schedule A to the Administration Agreement is hereby replaced with Schedule A attached hereto and made a part hereof.

 

  2. Except as herein provided, the Administration Agreement shall be and remain unmodified and in full force and effect. All initial capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Administration Agreement.

 

  3. This Amendment may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.

[signature page follows]


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers.

 

  VIRTUS MUTUAL FUNDS
    VIRTUS EQUITY TRUST
    VIRTUS INSIGHT TRUST
    VIRTUS OPPORTUNITIES TRUST
    By:    
      Name: W. Patrick Bradley
      Title: Vice President, Chief Financial Officer and Treasurer
    VP DISTRIBUTORS, LLC
    By:    
      Name: David G. Hanley
      Title: Vice President & Treasurer


SCHEDULE A

(as of December 15, 2012)

Virtus Equity Trust

Virtus Balanced Fund

Virtus Growth & Income Fund

Virtus Mid-Cap Core Fund

Virtus Mid-Cap Growth Fund

Virtus Mid-Cap Value Fund

Virtus Quality Large-Cap Value Fund

Virtus Quality Small-Cap Fund

Virtus Small-Cap Core Fund

Virtus Small-Cap Sustainable Growth Fund

Virtus Strategic Growth Fund

Virtus Tactical Allocation Fund

Virtus Insight Trust

Virtus Core Equity Fund

Virtus Emerging Markets Opportunities Fund

Virtus High Yield Income Fund

Virtus Insight Government Money Market Fund

Virtus Insight Money Market Fund

Virtus Insight Tax-Exempt Money Market Fund

Virtus Low Duration Income Fund (formerly Virtus Short/Intermediate Bond Fund)

Virtus Tax-Exempt Bond Fund

Virtus Value Equity Fund

Virtus Opportunities Trust

Virtus Allocator Premium AlphaSector Fund

Virtus AlphaSector Rotation Fund

Virtus Alternatives Diversifier Fund

Virtus Bond Fund

Virtus CA Tax-Exempt Bond Fund

Virtus Disciplined Equity Style Fund

Virtus Disciplined Select Bond Fund

Virtus Disciplined Select Country Fund

Virtus Dynamic AlphaSector Fund (formerly Virtus Market Neutral Fund)

Virtus Emerging Markets Debt Fund

Virtus Emerging Markets Equity Income Fund

Virtus Foreign Opportunities Fund

Virtus Global Commodities Stock Fund

Virtus Global Dividend Fund (formerly Virtus Global Infrastructure Fund)

Virtus Global Opportunities Fund

Virtus Global Premium AlphaSector Fund

Virtus Global Real Estate Securities Fund

Virtus Greater Asia ex Japan Opportunities Fund

Virtus Greater European Opportunities Fund

Virtus Herzfeld Fund

Virtus High Yield Fund

Virtus International Equity Fund

Virtus International Real Estate Securities Fund

Virtus International Small-Cap Fund

Virtus Multi-Sector Fixed Income Fund

Virtus Multi-Sector Short Term Bond Fund

Virtus Premium AlphaSector Fund

Virtus Real Estate Securities Fund

Virtus Senior Floating Rate Fund

Virtus Wealth Masters Fund

FIFTEENTH AMENDED AND RESTATED

EXPENSE LIMITATION AGREEMENT

VIRTUS OPPORTUNITIES TRUST

This Fifteenth Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of August 28, 2012, amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of August 8, 2012, by and between Virtus Opportunities Trust, a Delaware statutory trust (the “Registrant”), on behalf of each series of the Registrant listed in Appendix A (each a “Fund” and collectively, the “Funds”) and the Adviser of each of the Funds, Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”).

WHEREAS, the Adviser renders advice and services to the Funds pursuant to the terms and provisions of one or more Investment Advisory Agreements entered into between the Registrant and the Adviser (the “Advisory Agreement”);

WHEREAS, the Adviser desires to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject; and

WHEREAS, the Adviser understands and intends that the Registrant will rely on this Agreement in accruing the expenses of the Registrant for purposes of calculating net asset value and for other purposes, and expressly permits the Registrant to do so.

NOW, THEREFORE, the parties hereto agree as follows:

 

1. Limit on Fund Expenses. The Adviser has agreed to limit the respective rate of Total Fund Operating Expenses or Other Expenses (“Expense Limit”) for each Fund as specified in Appendix A of this Agreement, for the time period indicated.

 

2. Definitions.

 

  2.1. For purposes of this Agreement, the term “Total Fund Operating Expenses” with respect to a Fund is defined to include all expenses necessary or appropriate for the operation of the Fund including the Adviser’s investment advisory or management fee under the Advisory Agreement and other expenses described in the Advisory Agreement that the Fund is responsible for and have not been assumed by the Adviser, but excludes front-end or contingent deferred loads, taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, extraordinary expenses (such as litigation) or acquired fund fees and expenses; for Virtus Alternatives Diversifier Fund also does not include Rule 12b-1 fees and/or shareholder servicing fees; and for Virtus Senior Floating Rate Fund also does not include leverage expenses, if any.

 

  2.2.

For purposes of this Agreement, the term “Other Expenses” with respect to the Virtus Dynamic AlphaSector Fund is defined to include all expenses necessary or appropriate for the operation of the Fund excluding the Adviser’s investment advisory or management fee under the Advisory Agreement, Rule 12b-1 fees and/or shareholder servicing fees, front-end or contingent deferred loads, taxes, interest, brokerage


  commissions, prime brokerage interest expenses, dividends on short sales, expenses incurred in connection with any merger or reorganization, extraordinary expenses (such as litigation) and acquired fund fees and expenses).

 

3. Recoupment and Recapture of Fees and Expenses. Each Fund has agreed to reimburse the Adviser and/or certain of its affiliates (collectively, “Virtus”) out of assets belonging to the relevant class of the Fund for any Total Fund Operating Expenses or Other Expenses, as the case may be, of the relevant class of the Fund in excess of the Expense Limit paid, waived or assumed by Virtus for that Fund, provided that Virtus would not be entitled to reimbursement for any amount that would cause the applicable Expense Limit to be exceeded or, if the Expense Limit has been removed, then the previous Expense Limit, at the time that the reimbursement would be made, and provided further that no amount would be reimbursed by the Fund more than three years after the fiscal year in which it was incurred or waived by Virtus.

 

4. Term, Termination and Modification. This Agreement is effective for the time period indicated on Appendix A, unless sooner terminated as provided below in this Paragraph. Subsequent to the initial term indicated on Appendix A, the amount of the Expense Limit and term applicable to each Fund shall be as disclosed in the then current prospectus of that Fund. This Agreement shall remain in effect with respect to each Fund subject to a Voluntary Expense Limitation until such time as specified in a notice of its termination provided by one party to the other party. This Agreement also may be terminated by the Registrant on behalf of any one or more of the Funds at any time without payment of any penalty or by the Board of Trustees of the Registrant upon thirty (30) days’ written notice to the Adviser. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Advisory Agreement with respect to such Fund.

 

5. Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

 

6. Severability. If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall otherwise be rendered invalid, the remainder of this Agreement shall not be affected thereby.

 

7. Captions. The captions in this Agreement are included for convenience of reference only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

 

8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Delaware without giving effect to the conflict of laws principles thereof; provided that nothing herein shall be construed to preempt, or to be inconsistent with, any Federal securities law, regulation or rule, including the Investment Company Act of 1940, as amended and the Investment Advisers Act of 1940, as amended and any rules and regulations promulgated thereunder.


9. Computation. If the fiscal year-to-date Total Fund Operating Expenses of a Fund or Other Expenses, as applicable, at the end of any month during which this Agreement is in effect exceed the Expense Limit for that Fund (the “Excess Amount”), the Adviser shall (at its option) waive or reduce its fee under the Advisory Agreement and/or remit to that Fund an amount that is sufficient to pay the Excess Amount computed on the last day of the month.

 

10. Liability. Virtus agrees that it shall look only to the assets of the relevant class of each respective relevant Fund for performance of this Agreement and for payment of any claim Virtus may have hereunder, and neither any other Fund (including the other series of the Registrant) or class of the Fund, nor any of the Registrant’s trustees, officers, employees, agents or shareholders, whether past, present or future, shall be personally liable therefor.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized officers.

 

VIRTUS OPPORTUNITIES TRUST     VIRTUS INVESTMENT ADVISERS, INC.
By:         By:    
  W. Patrick Bradley       Francis G. Waltman
 

Vice President, Chief Financial Officer

and Treasurer

      Executive Vice President
Date:                           


APPENDIX A

Contractual Expense Limitations

 

Virtus Mutual Fund

   Total Fund Operating Expense
Limit
 

Term

     Class A   Class B    Class C   Class I    

Virtus Allocator Premium AlphaSector Fund

   1.75%   —      2.50%   1.50%   March 15, 2011 – March 31, 2012

Virtus Emerging Markets Debt Fund

   1.35%   —      2.10%   1.10%   August 28, 2012 – September 30, 2013

Virtus Emerging Markets Equity Income Fund

   1.75%   —      2.50%   1.50%   August 28, 2012 – September 30, 2013

Virtus Global Commodities Stock Fund

   1.65%   —      2.40%   1.40%   March 15, 2011 – March 31, 2012

Virtus Global Premium AlphaSector Fund

   1.75%   —      2.50%   1.50%   March 15, 2011 – March 31, 2012

Virtus Herzfeld Fund

   1.60%   —      2.35%   1.35%   August 28, 2012 – September 30, 2013

Virtus International Small-Cap Fund

   1.60%   —      2.35%   1.35%   August 28, 2012 – September 30, 2013

Virtus Premium AlphaSector Fund

   1.70%   —      2.45%   1.45%   June 30, 2010-June 30, 2011

Virtus Wealth Masters Fund

   1.45%   —      2.20%   1.20%   August 28, 2012 – September 30, 2013

Voluntary Expense Limitations*

 

Virtus Mutual Fund

   Total Fund Operating Expense Limit  

Effective Date

     Class A   Class B   Class C   Class I   Class T    

Virtus Alternatives Diversifier Fund

   0.20%   —     0.20%   0.20%   —     January 28, 2008

Virtus Bond Fund

   0.85%   1.60%   1.60%   0.60%   —     May 16, 2008

Virtus CA Tax-Exempt Bond Fund

   0.85%   —     —     0.60%   —     January 28, 2008

Virtus Core Bond Fund

   1.00%   1.75%   1.75%   —     —     August 6, 2008

Virtus Global Opportunities Fund

   1.55%   2.30%   2.30%   —     —     January 1, 2010 **

Virtus Global Real Estate Securities Fund

   1.40%   —     2.15%   1.15%   —     April 1, 2010

Virtus Greater Asia ex Japan Opportunities Fund

   1.80%   —     2.55%   1.55%   —     April 1, 2010

Virtus Greater European Opportunities Fund

   1.45%   —     2.20%   1.20%   —     April 1, 2010

Virtus High-Yield Fund

   1.15%   1.90%   1.90%   —     —     January 1, 2011 **

Virtus International Real Estate Securities Fund

   1.50%   —     2.25%   1.25%   —     February 1, 2009

Virtus Multi-Sector Short Term Bond Fund

   1.10%   1.60%   1.35%   0.85%   1.85%   April 14, 2010

Virtus Senior Floating Rate Fund

   1.20%   —     1.95%   0.95%   —     February 1, 2009

 

Virtus Mutual Fund

   “Other Expenses” Limit  

Effective Date

Virtus Dynamic AlphaSector Fund

   0.15%   February 6, 2012

* Voluntary expense limitations are terminable at any time upon notice.

**Effective August 8, 2012 for Class I shares.

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of our report dated November 21, 2012, relating to the financial statements and financial highlights which appears in the September 30, 2012 Annual Report to Shareholders of Virtus Opportunities Trust, which is also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Financial Highlights”, “Non-Public Portfolio Holdings Information”, “Independent Registered Public Accounting Firm” and “Reports to Shareholders” in such Registration Statement.

/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

January 25, 2013

VIRTUS OPPORTUNITIES TRUST

(the “Fund”)

AMENDMENT NO. 10 TO

CLASS A SHARES

AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 28th day of August, 2012 amends that certain Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007 and amended on June 27, 2007, September 24, 2007, October 1, 2007, January 31, 2008, March 2, 2009, April 21, 2009, June 30, 2010, September 14, 2010 and March 15, 2011, by and for the Fund (the “Plan”) as herein below provided.

W I T N E S S E T H :

WHEREAS, the Fund wishes to amend Appendix A of the Plan to reflect the addition of the following new series of the Fund: Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Herzfeld Fund, Virtus International Small-Cap Fund and Virtus Wealth Masters Fund, each of which has been approved as a party to the Plan.

NOW, THEREFORE, in consideration of the foregoing premise, the Fund hereby agrees that the Plan is amended as follows:

1. Appendix A to the Plan is hereby replaced with Appendix A attached hereto and made a part of the Plan.

2. Except as herein provided, the Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Plan.


APPENDIX A

(as of August 28, 2012)

Virtus Allocator Premium AlphaSector Fund

Virtus AlphaSector Rotation Fund

Virtus Alternatives Diversifier Fund

Virtus Bond Fund

Virtus CA Tax-Exempt Bond Fund

Virtus Dynamic AlphaSector Fund (formerly Virtus Market Neutral Fund)

Virtus Emerging Markets Debt Fund

Virtus Emerging Markets Equity Income Fund

Virtus Foreign Opportunities Fund

Virtus Global Commodities Stock Fund

Virtus Global Infrastructure Fund

Virtus Global Opportunities Fund

Virtus Global Premium AlphaSector Fund

Virtus Global Real Estate Securities Fund

Virtus Greater Asia ex Japan Opportunities Fund

Virtus Greater European Opportunities Fund

Virtus Herzfeld Fund

Virtus High Yield Fund

Virtus International Equity Fund

Virtus International Real Estate Securities Fund

Virtus International Small-Cap Fund

Virtus Multi-Sector Fixed Income Fund

Virtus Multi-Sector Short Term Bond Fund

Virtus Premium AlphaSector Fund

Virtus Real Estate Securities Fund

Virtus Senior Floating Rate Fund

Virtus Wealth Masters Fund

VIRTUS OPPORTUNITIES TRUST

(the “Fund”)

AMENDMENT NO. 11 TO

CLASS A SHARES

AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 18 th day of December, 2012 amends that certain Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007 and amended on June 27, 2007, September 24, 2007, October 1, 2007, January 31, 2008, March 2, 2009, April 21, 2009, June 30, 2010, September 14, 2010, March 15, 2011 and August 18, 2012, by and for the Fund (the “Plan”) as herein below provided.

W I T N E S S E T H :

WHEREAS, the Fund wishes to amend Appendix A of the Plan to reflect the addition of the following new series of the Fund: Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund and Virtus Disciplined Select Country Fund , each of which has been approved as a party to the Plan.

NOW, THEREFORE, in consideration of the foregoing premise, the Fund hereby agrees that the Plan is amended as follows:

1. Appendix A to the Plan is hereby replaced with Appendix A attached hereto and made a part of the Plan.

2. Except as herein provided, the Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Plan.


APPENDIX A

(as of December 15, 2012)

Virtus Allocator Premium AlphaSector Fund

Virtus AlphaSector Rotation Fund

Virtus Alternatives Diversifier Fund

Virtus Bond Fund

Virtus CA Tax-Exempt Bond Fund

Virtus Disciplined Equity Style Fund

Virtus Disciplined Select Bond Fund

Virtus Disciplined Select Country Fund

Virtus Dynamic AlphaSector Fund (formerly Virtus Market Neutral Fund)

Virtus Emerging Markets Debt Fund

Virtus Emerging Markets Equity Income Fund

Virtus Foreign Opportunities Fund

Virtus Global Commodities Stock Fund

Virtus Global Dividend Fund (formerly Virtus Global Infrastructure Fund)

Virtus Global Opportunities Fund

Virtus Global Premium AlphaSector Fund

Virtus Global Real Estate Securities Fund

Virtus Greater Asia ex Japan Opportunities Fund

Virtus Greater European Opportunities Fund

Virtus Herzfeld Fund

Virtus High Yield Fund

Virtus International Equity Fund

Virtus International Real Estate Securities Fund

Virtus International Small-Cap Fund

Virtus Multi-Sector Fixed Income Fund

Virtus Multi-Sector Short Term Bond Fund

Virtus Premium AlphaSector Fund

Virtus Real Estate Securities Fund

Virtus Senior Floating Rate Fund

Virtus Wealth Masters Fund

VIRTUS OPPORTUNITIES TRUST

(the “Fund”)

AMENDMENT NO. 10 TO

CLASS C SHARES

AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 28 th day of August, 2012 amends that certain Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, and amended on June 27, 2007, September 24, 2007, October 1, 2007, January 31, 2008, March 2, 2009, April 21, 2009, June 30, 2010, September 14, 2010 and March 15, 2011, by and for the Fund (the “Plan”) as herein below provided.

W I T N E S S E T H :

WHEREAS, the Fund wishes to amend Appendix A of the Plan to reflect the addition of the following new series of the Fund: Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Herzfeld Fund, Virtus International Small-Cap Fund and Virtus Wealth Masters Fund, each of which has been approved as a party to the Plan.

NOW, THEREFORE, in consideration of the foregoing premise, the Fund hereby agrees that the Plan is amended as follows:

 

  1. Appendix A to the Plan is hereby replaced with Appendix A attached hereto and made a part of the Plan.

 

  2. Except as herein provided, the Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Plan.


APPENDIX A

(as of August 28, 2012)

 

Virtus Allocator Premium AlphaSector Fund

Virtus AlphaSector Rotation Fund

Virtus Alternatives Diversifier Fund

Virtus Bond Fund

Virtus CA Tax-Exempt Bond Fund

Virtus Dynamic AlphaSector Fund (formerly Virtus Market Neutral Fund)

Virtus Emerging Markets Debt Fund

Virtus Emerging Markets Equity Income Fund

Virtus Foreign Opportunities Fund

Virtus Global Commodities Stock Fund

Virtus Global Infrastructure Fund

Virtus Global Opportunities Fund

Virtus Global Premium AlphaSector Fund

Virtus Global Real Estate Securities Fund

Virtus Greater Asia ex Japan Opportunities Fund

Virtus Greater European Opportunities Fund

Virtus Herzfeld Fund

Virtus High Yield Fund

Virtus International Equity Fund

Virtus International Real Estate Securities Fund

Virtus International Small-Cap Fund

Virtus Multi-Sector Fixed Income Fund

Virtus Multi-Sector Short Term Bond Fund

Virtus Premium AlphaSector Fund

Virtus Real Estate Securities Fund

Virtus Senior Floating Rate Fund

Virtus Wealth Masters Fund

VIRTUS OPPORTUNITIES TRUST

(the “Fund”)

AMENDMENT NO. 11 TO

CLASS C SHARES

AMENDED AND RESTATED DISTRIBUTION PLAN PURSUANT TO RULE 12b-1

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 18 th day of December, 2012 amends that certain Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, dated March 1, 2007, and amended on June 27, 2007, September 24, 2007, October 1, 2007, January 31, 2008, March 2, 2009, April 21, 2009, June 30, 2010, September 14, 2010, March 15, 2011 and August 28, 2012, by and for the Fund (the “Plan”) as herein below provided.

W I T N E S S E T H :

WHEREAS, the Fund wishes to amend Appendix A of the Plan to reflect the addition of the following new series of the Fund: Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund and Virtus Disciplined Select Country Fund , each of which has been approved as a party to the Plan.

NOW, THEREFORE, in consideration of the foregoing premise, the Fund hereby agrees that the Plan is amended as follows:

 

  1. Appendix A to the Plan is hereby replaced with Appendix A attached hereto and made a part of the Plan.

 

  2. Except as herein provided, the Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Plan.


APPENDIX A

(as of December 18, 2012)

 

Virtus Allocator Premium AlphaSector Fund

Virtus AlphaSector Rotation Fund

Virtus Alternatives Diversifier Fund

Virtus Bond Fund

Virtus Disciplined Equity Style Fund

Virtus Disciplined Select Bond Fund

Virtus Disciplined Select Country Fund

Virtus CA Tax-Exempt Bond Fund

Virtus Dynamic AlphaSector Fund (formerly Virtus Market Neutral Fund)

Virtus Emerging Markets Debt Fund

Virtus Emerging Markets Equity Income Fund

Virtus Foreign Opportunities Fund

Virtus Global Commodities Stock Fund

Virtus Global Dividend Fund (formerly Virtus Global Infrastructure Fund)

Virtus Global Opportunities Fund

Virtus Global Premium AlphaSector Fund

Virtus Global Real Estate Securities Fund

Virtus Greater Asia ex Japan Opportunities Fund

Virtus Greater European Opportunities Fund

Virtus Herzfeld Fund

Virtus High Yield Fund

Virtus International Equity Fund

Virtus International Real Estate Securities Fund

Virtus International Small-Cap Fund

Virtus Multi-Sector Fixed Income Fund

Virtus Multi-Sector Short Term Bond Fund

Virtus Premium AlphaSector Fund

Virtus Real Estate Securities Fund

Virtus Senior Floating Rate Fund

Virtus Wealth Masters Fund

VIRTUS MUTUAL FUNDS

FOURTH AMENDMENT

to

AMENDED AND RESTATED

PLAN PURSUANT TO RULE 18f-3

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 8th day of August, 2012, amends that certain amended and restated plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, duly adopted by the Board of Trustees on August 19, 2009 (the “Rule 18f-3 Plan”), as herein below provided:

W I T N E S S E T H :

WHEREAS, the Trusts and the Funds wish to amend Schedule A of the Rule 18f-3 Plan to: add Class I shares to the Virtus High Yield Fund and Virtus Global Opportunities Fund and to otherwise update the Schedule.

NOW, THEREFORE, in consideration of the foregoing premise, the Trusts and the Funds hereby agree that the Rule 18f-3 Plan is amended as follows:

1. Schedule A to the Rule 18f-3 Plan is hereby replaced with Schedule A attached hereto and made a part of the Rule 18f-3 Plan.

2. Except as herein provided, the Rule 18f-3 Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Rule 18f-3 Plan.


SCHEDULE A

(as of June 4, 2012)

 

     A
Shares
     B
Shares
     C
Shares
     I
Shares
     T
Shares
   X
Shares
   Y
Shares

Virtus Equity Trust

                    

Virtus Balanced Fund

     X         X         X               

Virtus Growth & Income Fund

     X         X         X         X            

Virtus Mid-Cap Core Fund

     X            X         X            

Virtus Mid-Cap Growth Fund

     X         X         X         X            

Virtus Mid-Cap Value Fund

     X            X         X            

Virtus Quality Large-Cap Value Fund

     X            X         X            

Virtus Quality Small-Cap Fund

     X            X         X            

Virtus Small-Cap Core Fund

     X         X         X         X            

Virtus Small-Cap Sustainable Growth Fund

     X            X         X            

Virtus Strategic Growth Fund

     X         X         X         X            

Virtus Tactical Allocation Fund

     X         X         X               

Virtus Insight Trust

                    

Virtus Balanced Allocation Fund

     X            X         X            

Virtus Core Equity Fund

     X            X         X            

Virtus Emerging Markets Opportunities Fund

     X            X         X            

Virtus High Yield Income Fund

     X            X         X            

Virtus Insight Government Money Market Fund

     X               X            

Virtus Insight Money Market Fund

     X               X            

Virtus Insight Tax-Exempt Money Market Fund

     X               X            

Virtus Low Duration Income Fund (formerly Virtus Short/Intermediate Bond Fund)

     X            X         X            

Virtus Tax-Exempt Bond Fund

     X            X         X            

Virtus Value Equity Fund

     X            X         X            

Virtus Opportunities Trust

                    

Virtus Allocator Premium AlphaSector Fund

     X            X         X            

Virtus AlphaSector SM Rotation Fund

     X            X         X            

Virtus Alternatives Diversifier Fund

     X            X         X            

Virtus Bond Fund

     X         X         X         X            

Virtus CA Tax-Exempt Bond Fund

     X               X            

Virtus Foreign Opportunities Fund

     X            X         X            

Virtus Global Commodities Stock Fund

     X            X         X            

Virtus Global Infrastructure Fund

     X            X         X            

Virtus Global Opportunities Fund

     X         X         X         X            

Virtus Global Premium AlphaSector Fund

     X            X         X            

Virtus Global Real Estate Securities Fund

     X            X         X            


     A
Shares
     B
Shares
     C
Shares
     I
Shares
     T
Shares
     X
Shares
   Y
Shares

Virtus Greater Asia ex Japan Opportunities Fund

     X            X         X            

Virtus Greater European Opportunities Fund

     X            X         X            

Virtus High Yield Fund

     X         X         X         X            

Virtus International Equity Fund

     X            X         X            

Virtus International Real Estate Securities Fund

     X            X         X            

Virtus Dynamic AlphaSector Fund (formerly Virtus Market Neutral Fund)

     X         X         X         X            

Virtus Multi-Sector Fixed Income Fund

     X         X         X         X            

Virtus Multi-Sector Short Term Bond Fund

     X         X         X         X         X         

Virtus Premium AlphaSector SM Fund

     X            X         X            

Virtus Real Estate Securities Fund

     X         X         X         X            

Virtus Senior Floating Rate Fund

     X            X         X            

VIRTUS MUTUAL FUNDS

FIFTH AMENDMENT

to

AMENDED AND RESTATED

PLAN PURSUANT TO RULE 18f-3

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 28th day of August, 2012, amends that certain amended and restated plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, duly adopted by the Board of Trustees on August 19, 2009 (the “Rule 18f-3 Plan”) and amended from time to time, as herein below provided:

W I T N E S S E T H:

WHEREAS, the Trusts and the Funds wish to amend Schedule A of the Rule 18f-3 Plan to reflect the addition of the following new series: Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Herzfeld Fund, Virtus International Small-Cap Fund and Virtus Wealth Masters Fund and to otherwise update the Schedule.

NOW, THEREFORE, in consideration of the foregoing premise, the Trusts and the Funds hereby agree that the Rule 18f-3 Plan is amended as follows:

 

  1. Schedule A to the Rule 18f-3 Plan is hereby replaced with Schedule A attached hereto and made a part of the Rule 18f-3 Plan.

 

  2. Except as herein provided, the Rule 18f-3 Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Rule 18f-3 Plan.


SCHEDULE A

(as of August 28, 2012)

 

     A
Shares
   B
Shares
   C
Shares
   I
Shares
   T
Shares
   X
Shares
   Y
Shares

Virtus Equity Trust

                    

Virtus Balanced Fund

   X    X    X            

Virtus Growth & Income Fund

   X    X    X    X         

Virtus Mid-Cap Core Fund

   X       X    X         

Virtus Mid-Cap Growth Fund

   X    X    X    X         

Virtus Mid-Cap Value Fund

   X       X    X         

Virtus Quality Large-Cap Value Fund

   X       X    X         

Virtus Quality Small-Cap Fund

   X       X    X         

Virtus Small-Cap Core Fund

   X    X    X    X         

Virtus Small-Cap Sustainable Growth Fund

   X       X    X         

Virtus Strategic Growth Fund

   X    X    X    X         

Virtus Tactical Allocation Fund

   X    X    X            

Virtus Insight Trust

                    

Virtus Core Equity Fund

   X       X    X         

Virtus Emerging Markets Opportunities Fund

   X       X    X         

Virtus High Yield Income Fund

   X       X    X         

Virtus Insight Government Money Market Fund

   X          X         

Virtus Insight Money Market Fund

   X          X         

Virtus Insight Tax-Exempt Money Market Fund

   X          X         

Virtus Low Duration Income Fund

   X       X    X         

Virtus Tax-Exempt Bond Fund

   X       X    X         

Virtus Value Equity Fund

   X       X    X         

Virtus Opportunities Trust

                    

Virtus Allocator Premium AlphaSector Fund

   X       X    X         

Virtus AlphaSector Rotation Fund

   X       X    X         

Virtus Alternatives Diversifier Fund

   X       X    X         

Virtus Bond Fund

   X    X    X    X         

Virtus CA Tax-Exempt Bond Fund

   X          X         

Virtus Dynamic AlphaSector Fund

   X    X    X            

Virtus Emerging Markets Debt Fund

   X       X    X         

Virtus Emerging Markets Equity Income Fund

   X       X    X         

Virtus Foreign Opportunities Fund

   X       X    X         

Virtus Global Commodities Stock Fund

   X       X    X         

Virtus Global Infrastructure Fund

   X       X    X         

Virtus Global Opportunities Fund

   X    X    X    X         

Virtus Global Premium AlphaSector Fund

   X       X    X         

Virtus Global Real Estate Securities Fund

   X       X    X         

Virtus Greater Asia ex Japan Opportunities Fund

   X       X    X         

Virtus Greater European Opportunities Fund

   X       X    X         

Virtus Herzfeld Fund

   X       X    X         

Virtus High Yield Fund

   X    X    X    X         

Virtus International Equity Fund

   X       X    X         


     A
Shares
   B
Shares
   C
Shares
   I
Shares
   T
Shares
   X
Shares
   Y
Shares

Virtus International Real Estate Securities Fund

   X       X    X         

Virtus International Small-Cap Fund

   X       X    X         

Virtus Multi-Sector Fixed Income Fund

   X    X    X            

Virtus Multi-Sector Short Term Bond Fund

   X    X    X    X    X      

Virtus Premium AlphaSector Fund

   X       X    X         

Virtus Real Estate Securities Fund

   X    X    X    X         

Virtus Senior Floating Rate Fund

   X       X    X         

Virtus Wealth Masters Fund

   X       X    X         

VIRTUS MUTUAL FUNDS

SIXTH AMENDMENT

to

AMENDED AND RESTATED

PLAN PURSUANT TO RULE 18f-3

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 21 st day of September, 2012, amends that certain amended and restated plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, duly adopted by the Board of Trustees on August 19, 2009 (the “Rule 18f-3 Plan”) and amended from time to time, as herein below provided:

W I T N E S S E T H:

WHEREAS, the Trusts and the Funds wish to amend Schedule A of the Rule 18f-3 Plan to reflect the conversion of all Class B shares of Virtus Growth & Income Fund into Class A shares of the Fund and to otherwise update the Schedule.

NOW, THEREFORE, in consideration of the foregoing premise, the Trusts and the Funds hereby agree that the Rule 18f-3 Plan is amended as follows:

 

  1. Schedule A to the Rule 18f-3 Plan is hereby replaced with Schedule A attached hereto and made a part of the Rule 18f-3 Plan.

 

  2. Except as herein provided, the Rule 18f-3 Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Rule 18f-3 Plan.


SCHEDULE A

(as of September 21, 2012)

 

     A
Shares
   B
Shares
   C
Shares
   I
Shares
   T
Shares
   X
Shares
   Y
Shares

Virtus Equity Trust

                    

Virtus Balanced Fund

   X    X    X            

Virtus Growth & Income Fund

   X       X    X         

Virtus Mid-Cap Core Fund

   X       X    X         

Virtus Mid-Cap Growth Fund

   X    X    X    X         

Virtus Mid-Cap Value Fund

   X       X    X         

Virtus Quality Large-Cap Value Fund

   X       X    X         

Virtus Quality Small-Cap Fund

   X       X    X         

Virtus Small-Cap Core Fund

   X    X    X    X         

Virtus Small-Cap Sustainable Growth Fund

   X       X    X         

Virtus Strategic Growth Fund

   X    X    X    X         

Virtus Tactical Allocation Fund

   X    X    X            

Virtus Insight Trust

                    

Virtus Core Equity Fund

   X       X    X         

Virtus Emerging Markets Opportunities Fund

   X       X    X         

Virtus High Yield Income Fund

   X       X    X         

Virtus Insight Government Money Market Fund

   X          X         

Virtus Insight Money Market Fund

   X          X         

Virtus Insight Tax-Exempt Money Market Fund

   X          X         

Virtus Low Duration Income Fund

   X       X    X         

Virtus Tax-Exempt Bond Fund

   X       X    X         

Virtus Value Equity Fund

   X       X    X         

Virtus Opportunities Trust

                    

Virtus Allocator Premium AlphaSector Fund

   X       X    X         

Virtus AlphaSector Rotation Fund

   X       X    X         

Virtus Alternatives Diversifier Fund

   X       X    X         

Virtus Bond Fund

   X    X    X    X         

Virtus CA Tax-Exempt Bond Fund

   X          X         

Virtus Dynamic AlphaSector Fund

   X    X    X            

Virtus Emerging Markets Debt Fund

   X       X    X         

Virtus Emerging Markets Equity Income Fund

   X       X    X         

Virtus Foreign Opportunities Fund

   X       X    X         

Virtus Global Commodities Stock Fund

   X       X    X         

Virtus Global Infrastructure Fund

   X       X    X         

Virtus Global Opportunities Fund

   X    X    X    X         

Virtus Global Premium AlphaSector Fund

   X       X    X         

Virtus Global Real Estate Securities Fund

   X       X    X         

Virtus Greater Asia ex Japan Opportunities Fund

   X       X    X         

Virtus Greater European Opportunities Fund

   X       X    X         

Virtus Herzfeld Fund

   X       X    X         

Virtus High Yield Fund

   X    X    X    X         

Virtus International Equity Fund

   X       X    X         


     A
Shares
   B
Shares
   C
Shares
   I
Shares
   T
Shares
   X
Shares
   Y
Shares

Virtus International Real Estate Securities Fund

   X       X    X         

Virtus International Small-Cap Fund

   X       X    X         

Virtus Multi-Sector Fixed Income Fund

   X    X    X            

Virtus Multi-Sector Short Term Bond Fund

   X    X    X    X    X      

Virtus Premium AlphaSector Fund

   X       X    X         

Virtus Real Estate Securities Fund

   X    X    X    X         

Virtus Senior Floating Rate Fund

   X       X    X         

Virtus Wealth Masters Fund

   X       X    X         

VIRTUS MUTUAL FUNDS

SEVENTH AMENDMENT

to

AMENDED AND RESTATED

PLAN PURSUANT TO RULE 18f-3

under the

INVESTMENT COMPANY ACT OF 1940

THIS AMENDMENT made effective as of the 18 th day of December, 2012, amends that certain amended and restated plan pursuant to Rule 18f-3 under the Investment Company Act of 1940, as amended, duly adopted by the Board of Trustees on August 19, 2009 (the “Rule 18f-3 Plan”) and amended from time to time, as herein below provided:

W I T N E S S E T H:

WHEREAS, the Trusts and the Funds wish to amend Schedule A of the Rule 18f-3 Plan to reflect the addition of the following new series: Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund and Virtus Disciplined Select Country Fund and to otherwise update the Schedule.

NOW, THEREFORE, in consideration of the foregoing premise, the Trusts and the Funds hereby agree that the Rule 18f-3 Plan is amended as follows:

 

  1. Schedule A to the Rule 18f-3 Plan is hereby replaced with Schedule A attached hereto and made a part of the Rule 18f-3 Plan.

 

  2. Except as herein provided, the Rule 18f-3 Plan shall be and remain unmodified and in full force and effect. All initial capitalized terms used herein shall have such meanings as ascribed thereto in the Rule 18f-3 Plan.


SCHEDULE A

(as of December 18, 2012)

 

     A
Shares
     B
Shares
     C
Shares
     I
Shares
     T
Shares

Virtus Equity Trust

              

Virtus Balanced Fund

     X         X         X         

Virtus Growth & Income Fund

     X            X         X      

Virtus Mid-Cap Core Fund

     X            X         X      

Virtus Mid-Cap Growth Fund

     X         X         X         X      

Virtus Mid-Cap Value Fund

     X            X         X      

Virtus Quality Large-Cap Value Fund

     X            X         X      

Virtus Quality Small-Cap Fund

     X            X         X      

Virtus Small-Cap Core Fund

     X         X         X         X      

Virtus Small-Cap Sustainable Growth Fund

     X            X         X      

Virtus Strategic Growth Fund

     X         X         X         X      

Virtus Tactical Allocation Fund

     X         X         X         

Virtus Insight Trust

              

Virtus Core Equity Fund

     X            X         X      

Virtus Emerging Markets Opportunities Fund

     X            X         X      

Virtus High Yield Income Fund

     X            X         X      

Virtus Insight Government Money Market Fund

     X               X      

Virtus Insight Money Market Fund

     X               X      

Virtus Insight Tax-Exempt Money Market Fund

     X               X      

Virtus Low Duration Income Fund

     X            X         X      

Virtus Tax-Exempt Bond Fund

     X            X         X      

Virtus Value Equity Fund

     X            X         X      

Virtus Opportunities Trust

              

Virtus Allocator Premium AlphaSector Fund

     X            X         X      

Virtus AlphaSector Rotation Fund

     X            X         X      

Virtus Alternatives Diversifier Fund

     X            X         X      

Virtus Bond Fund

     X         X         X         X      

Virtus CA Tax-Exempt Bond Fund

     X               X      

Virtus Disciplined Equity Style Fund

     X            X         X      

Virtus Disciplined Select Bond Fund

     X            X         X      

Virtus Disciplined Select Country Fund

     X            X         X      

Virtus Dynamic AlphaSector Fund

     X         X         X         

Virtus Emerging Markets Debt Fund

     X            X         X      

Virtus Emerging Markets Equity Income Fund

     X            X         X      

Virtus Foreign Opportunities Fund

     X            X         X      

Virtus Global Commodities Stock Fund

     X            X         X      

Virtus Global Dividend Fund (formerly Virtus Global Infrastructure Fund)

     X            X         X      

Virtus Global Opportunities Fund

     X         X         X         X      

Virtus Global Premium AlphaSector Fund

     X            X         X      

Virtus Global Real Estate Securities Fund

     X            X         X      

Virtus Greater Asia ex Japan Opportunities Fund

     X            X         X      


     A
Shares
     B
Shares
     C
Shares
     I
Shares
     T
Shares
 

Virtus Greater European Opportunities Fund

     X            X         X      

Virtus Herzfeld Fund

     X            X         X      

Virtus High Yield Fund

     X         X         X         X      

Virtus International Equity Fund

     X            X         X      

Virtus International Real Estate Securities Fund

     X            X         X      

Virtus International Small-Cap Fund

     X            X         X      

Virtus Multi-Sector Fixed Income Fund

     X         X         X         

Virtus Multi-Sector Short Term Bond Fund

     X         X         X         X         X   

Virtus Premium AlphaSector Fund

     X            X         X      

Virtus Real Estate Securities Fund

     X         X         X         X      

Virtus Senior Floating Rate Fund

     X            X         X      

Virtus Wealth Masters Fund

     X            X         X      

CODE OF ETHICS

VIRTUS MUTUAL FUNDS

VIRTUS VARIABLE INSURANCE TRUST

VIRTUS TOTAL RETURN FUND

VIRTUS GLOBAL MULTI-SECTOR FUND

ZWEIG FUND, INC.

ZWEIG TOTAL RETURN FUND, INC.

PURSUANT TO RULE 17j-1

OF THE 1940 ACT

Amended and Restated 2/2012

1. Introduction

This Code of Ethics (the “Code”) has been adopted individually by the above listed registered investment companies, referred to herein (individually) as the “Fund” or “Funds”. This Code shall be administered by the respective Fund’s Chief Compliance Officer or their delegate. Each Fund may attach to this Code a schedule describing any unique provisions that the respective Fund may make to provide additional requirements or to modify requirements set forth by this Code. This Code does not amend or supercede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby. This Code applies to all Access Persons of each Virtus Investment Partners, Inc. advisory and broker-dealer subsidiary in their management and administration of the Funds. VP Distributors, LLC, a registered broker/dealer, is a related subsidiary which currently provides services to the Funds and acts as the principal underwriter of the Funds. Access Persons of non-affiliated investment advisers and subadvisers to the funds are governed by separate codes. Each subsidiary may impose further limitations of personal trading subject to notifying the Chief Legal Officer and the Chief Compliance Officer of the applicable fund. Any additional limitations are specified in the Adviser’s Code.

Notwithstanding the above, the prohibitions in Section 3 below are imposed by Rule 17j-1, and apply to all Affiliated persons of the Funds and their investment advisers and subadvisers, whether or not they are governed by this Code of Ethics.

2. Standard of Business Conduct

A. Statement of Ethical Principles

Each Fund and Adviser holds its Access Persons to a high standard of integrity and business practices. In serving their respective shareholders and clients, each Fund and Adviser strives to avoid conflicts of interest or the appearance of conflicts of interest in connection with the personal trading activities of its Access Persons and the Fund’s securities transactions.


The Funds acknowledge their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors. Each Fund and/or Adviser recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with the interests of the Fund, if they were to trade in securities eligible for investment by the Fund.

In view of the foregoing and of the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), each Fund and Adviser has determined to adopt this Code of Ethics to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures.

The Funds cannot foresee all possible situations, therefore, the Funds ultimately rely upon the integrity and judgement of their personnel and the Advisers, in addition to requirements set forth by this Code. This Code presents a framework against which all Access Persons should seek to measure their conduct.

When Access Persons covered by the terms of this Code of Ethics engage in personal securities transactions, they must adhere to the following general principles as well as to the Code’s specific provisions:

 

  (a) At all times, the interests of Fund shareholders must be paramount;

 

  (b) Personal transactions must be conducted consistent with this Code of Ethics in a manner that avoids any actual or potential conflict of interest;

 

  (c) No inappropriate advantage should be taken of any position of trust and responsibility;

 

  (d) Non-public information regarding security holdings in any Fund must remain confidential;

 

  (e) Compliance with all applicable federal securities laws must be maintained; and

 

  (f) Access Persons are required to adhere to the standards of business conduct in the Virtus Code of Conduct.


B. Unlawful Actions

It is unlawful for any Affiliated person of any Fund or any of its Advisers, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by any Fund:

 

  (a) to employ any device, scheme or artifice to defraud any Fund;

 

  (b) to make any untrue statement of a material fact to any Fund or omit to state a material fact necessary in order to make the statements made to any Fund, in light of the circumstances under which they are made, not misleading;

 

  (c) to engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Fund; or to engage in any manipulative practice with respect to any Fund.

 

  (d) to divulge or act upon any material, non-public information, as such term is defined under relevant securities laws.

3. Definitions

 

  A. “Access Person”: pursuant to Rule 17j-1 of the Investment Company Act of 1940, means any Advisory Person of a Fund or of a Fund’s investment adviser. All of an Adviser’s directors, officers, and general partners are presumed to be Access Persons of any Fund advised by the investment adviser. All of the Fund’s directors, officers, and general partners are presumed to be Access Persons of the Fund.

 

  B. In addition, Access Persons include any director, officer or general partner of VP Distributors, the principal underwriter of the Funds, who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Covered Securities by the Fund for which VP Distributors acts as distributor or principal underwriter, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Fund regarding the purchase or sale of Covered Securities.

 

  C. Advisory Person of a Fund or of a Fund’s investment adviser means:

 

  (a) Any director, officer, general partner or employee of the Fund or investment advisor (or of any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and


  (b) Any natural person in a control relationship to the Fund or investment adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

 

  (c) Any Investment Personnel.

 

  D. “Affiliated Open-End Mutual Fund” means any open-end mutual fund to which the Firm or its control affiliate(s) serve as the investment adviser or principal underwriter. Currently, this means all open-end (non-exchange traded) Virtus Mutual Funds. See also the definition of “Unaffiliated Open-End Mutual Fund” in Section XX below.

 

  E. “Affiliated person” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such issuer.

 

  F. “Being considered for Purchase or Sale” means a security for which a recommendation to purchase or sell has been made and communicated; and with respect to the Advisory Person making the recommendation, when such person seriously considers making such a recommendation.

 

  G. “Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations there under. Generally, Beneficial Ownership means having or sharing, directly or indirectly through any contract, arrangement, understanding, relationship, or otherwise, a direct or indirect “pecuniary interest” in the security. For the purposes hereof,

 

  (a) “Pecuniary interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

 

  (b) “Indirect pecuniary interest” includes, but is not limited to:

(i) securities held by members of the person’s “immediate family” (this means any child, child-in-law, stepchild, grandchild, parent, parent-in-law, stepparent, grandparent, spouse, partner, sibling, or sibling-in-law and includes adoptive relationships) sharing the same household (which ownership interest may be rebutted);

(ii) a general partner’s proportionate interest in portfolio securities held by a general or limited partnership;

(iii) a person’s right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities);

(iv) a person’s interest in securities held by a trust;


(v) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and

(vi) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule 16a-1(a)(2) of the Exchange Act).

 

  H. “Chief Compliance Officer” or “CCO” refers to the person appointed by the Boards of the funds pursuant to the provisions of Rule 38a-1. Such person is identified on Schedule A hereto.

 

  I. “Compliance Officer” may refer to the Fund’s designated Compliance Officer or an Adviser’s Compliance Officer or any person designated by each such to perform the administrative functions of this Code. Such persons are identified on Schedule B hereto.

 

  J. “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

 

  K. “Covered Security” means a security as defined in Section 2(a)(36) of the Act, except securities that are direct obligations of the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments, including repurchase agreements and shares of traditional , unaffiliated registered open-end investment companies. Reportable Securities are further defined under section U. below.

 

  L. “Disinterested Trustee” means a Trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

 

  M. “Immediate Family Member” shall have the following meaning: With respect to personal securities reporting requirements, terms such as “Employee”, “Personal Brokerage Account”, and “Access Person” are defined to include any Access Person’s spouse or domestic partner who share their household and any relative by blood, adoption or marriage living the Access Person’s household. This definition includes children (including financially dependent children away at school), stepchildren, grandchildren, parents, stepparents, grandparents, siblings and parents, children, or siblings-in-law.

 

  N. “Initial Public Offering” or “IPO” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

 

  O. “Investment Personnel” shall mean:

 

  (a) any employee of the Fund or Adviser (or of any company in a control relationship to the Fund or Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund; and


  (b) any natural person who controls the Fund or an Adviser and who obtains information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund. Investment Personnel includes any Portfolio Manager or other investment person, such as an analyst or trader, who provides information and advice to a Portfolio Manager or assists in the execution of the investment decisions.

 

  P. “Limited Offering” or “Private Placement” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505, or Rule 506 there under.

 

  Q. “Managed Portfolio” shall mean those Funds, individually and collectively, for which the Portfolio Manager makes buy and sell decisions. For those Funds operating as series companies, Managed Portfolio shall include only the series for which the Portfolio Manager serves as the Portfolio Manager.

 

  R. “Personal Brokerage Account” refers to any account (including, without limitation, a custody account, safekeeping account, and an account maintained by an entity that may act in a brokerage or a principal capacity) in which securities may be traded or custodied, and in which an Access Person has any Beneficial Ownership, and any such account of an Immediate Family member, through which an Access Person may hold or acquire Reportable Securities, even though the account currently holds only non-Reportable Securities (such as unaffiliated open-end mutual funds). To the extent that the Virtus 401(k) plan and potentially 401(k) plans of an Access Person’s prior employ(s) or 401(k) plans of Immediate Family Members have the capacity to invest in Affiliated Open-end Mutual Funds and/or other Reportable Securities, such accounts are considered “Personal Brokerage Accounts.” Furthermore, Individual Retirement Accounts (“IRA’s”) that are constructed within a brokerage account capable of transacting in Reportable Securities are also considered “Personal Brokerage Accounts.”

The meaning of “Personal Brokerage Account” does not include the following: Open-end mutual funds held directly with the sponsor in an account that is not capable of transacting in Reportable Securities; 401(k) accounts that may only hold non-affiliated open-end mutual funds; other accounts that cannot transact in Reportable Securities as determined by the Compliance Department; and direct purchase accounts such as “DRIP” plans.

 

  S. “Portfolio Manager” means the person or portfolio management team entrusted to make or participate in the making of the buy and sell decisions for a Fund, or series thereof; as disclosed in the Fund(s) prospectus.


  T. “Purchase or sale of a Reportable Security” includes, among other things, the writing of an option to purchase or sell a security or the purchase or sale of a security that is exchangeable for or convertible into a security.

 

  U. “Reportable Security” shall have the meaning set forth in Section 2(a)(36) of the 1940 Act and includes common stocks, preferred stocks, stock options (put, call and straddle), debt securities, privilege on any security or an any group or index of securities (including any interest therein or based on the value thereof) and derivative instruments. ETFs, UIT ETFs, closed end funds, other well-known stock indices vehicles, such as the Standard & Poor’s Composite Stock Indices (such as but not limited to SPDR S&P 500, SPDR S&P MidCap 400, “iShares”, etc.); affiliated open-end mutual funds and municipal securities. The meaning of “Reportable Security” shall not include transactions and holdings in direct obligations of the Government of the United States; money market instruments; bankers’ acceptances; bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; shares of money market funds; transactions and holdings in shares of non-affiliated open-end mutual funds; and transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds. Note: This exception extends only to open end funds registered in the U.S.; therefore, transactions and holdings in offshore funds ARE reportable.

 

  V. “Security Held or to be Acquired” by a Fund means:

 

  (i) any Covered Security which, within the most recent 15 days:

 

  (A) is or has been held by the Fund; or

 

  (B) is being or has been considered by the Fund or any of its investment advisers for purchase by the Fund; and

 

  (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (p)(i) of this Section.

A security is “being considered for purchase or sale” when a recommendation to purchase or sell a security has been made and communicated and, with respect to the Investment Personnel making the recommendation, when such person seriously considers making such a recommendation.

 

  W. “Unaffiliated Open-End Mutual Fund” means any open-end mutual fund not falling within the definition of “Affiliated Open-End Mutual Fund” defined in Section X above, i.e. any open end mutual fund to which the Form or its control affiliate(s) do not serve as the investment adviser or principal underwriter for the fund. Currently, this means all open-end (non-exchange traded) mutual funds except for the Virtus Mutual Funds.


4. Disclosure of Personal Brokerage Accounts

All Access Persons must disclose their Personal Brokerage Accounts to their respective Compliance Department. It is each Access Person’s responsibility to notify their respective Compliance Department of all Personal Brokerage Accounts and to direct the broker to provide their Compliance Department with Brokerage transaction confirmations and account statements (and verify that it has been done). Access Persons cannot assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly. Access Persons do not need to disclose the existence of their Virtus-Fidelity 401(k) account, however, any other Virtus Fidelity account holding securities, options or restricted stock of Virtus must be disclosed. 401(k) plans of an Access Person’s prior employer(s) or 401(k) plans of Immediate Family Members must be disclosed if such accounts have the capacity to invest in Affiliated Open-End Mutual Funds and/or other Reportable Securities.

5. Prohibited Activities for Access Persons

 

  A. Initial Public Offering (“IPO”) Rule : No Access Person may directly or indirectly acquire beneficial ownership in any securities in an Initial Public Offering (including IPOs offered through the Internet), except with the prior written approval of the Adviser’s Compliance Officer. No FINRA registered person may participate in an IPO pursuant to FINRA Rule 5130.

 

  B. Limited Offering/Private Placement Rule : No Access Person may directly or indirectly acquire beneficial ownership in any securities in a Limited Offering or Private Placement except with the prior written approval of the Adviser’s Compliance Officer.

 

  C. Preclearance Rule : No Advisory Person may directly or indirectly acquire or dispose of beneficial ownership in a Reportable Security unless such transaction has been precleared by the Compliance Department. Preclearance is valid through the next business day to the close of the U.S. Market following the approval. An order not executed within that time must be resubmitted for pre-clearance approval. Access Persons must wait for approval before placing the other with their broker.

Exceptions: The following Reportable Securities Transactions do not require pre-clearance:

 

  (a) Purchases or sales of up to and including 500 shares per month of Reportable Securities of an issuer ranked in the Standard & Poor’s 500 Composite Stock Index (S&P 500) at the time of the transaction. An S&P 500 constituent list is updated quarterly and available on the Virtus intranet website. A copy is also available for review in the Compliance Department. The Compliance Department monitors deminimis trading for patterns of abuse. If a pattern of abuse is determined to have occurred, the Compliance Department reserves the right to suspend or cancel the ability of an Advisory Person to conduct deminimis transactions.

 

  (b) Affiliated open-end mutual funds. (However such funds are subject to Quarterly Transaction and Annual Holdings reporting requirements.)


  (c) Purchases or sales which are non-volitional on the part of either the Advisory Person or the Fund.

 

  (d) Purchase orders of Reportable Securities sent directly to the issuer via mail (other than in connection with a Private Placement or Limited Offering) or sales of such securities that are redeemed directly by the issuer via mail.

 

  (e) Purchases of shares of Reportable Securities necessary to establish an automatic investment or dividend reinvestment plan, as well as any subsequent purchases and sales pursuant to any such plan.

 

  (f) Purchases or sales effected in any account over which the Advisory Person has no direct or indirect influence or control in the reasonable estimation of the Adviser’s Compliance Officer. This exemption will also apply to personal brokerage accounts for which a third party (e.g. broker or financial adviser) makes all investment decisions on behalf of the Advisory Person. The discretionary arrangement must be documented to the Chief Compliance Officer or designated Compliance Officer.

 

  (g) Purchases or sales of Reportable Securities not eligible for purchase or sale by the Fund(s).

 

  (h) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

 

  (i) Purchase or sale of securities issued under an employee stock purchase or incentive program unless otherwise restricted.

Each Adviser’s Compliance Officer may deny approval of any transaction requiring preclearance under this Preclearance Rule, even if the transaction is nominally permitted under this Code of Ethics, if he or she reasonable believes that denying preclearance is necessary for the protection of a Fund.

 

  D. Open Order Rule: No Advisory Person may directly or indirectly acquire or dispose of Beneficial Ownership in any Reportable Security which requires PreClearance on a day during which a Fund has a pending “buy” or “sell” order for that security of the same type (i.e. buy or sell) as the proposed personal trade, until the Fund’s order is executed or withdrawn.

 

  E. Black-Out Rule : Portfolio Managers and Advisory Persons may not directly or indirectly acquire or dispose of Beneficial Ownership in a Reportable Security within seven calendar days before and after the portfolio(s) associated with the Portfolio Manager’s and Advisory Person’s assigned duties trades in that security. The seven day period is exclusive of the execution date. The Black-Out Rule applies to transactions in securities that are required to be precleared.


  F. Holding Period Rule : Advisory Persons must hold all Reportable Securities, including options, for no less than sixty (60) days, whether or not the purchase was an exempt transaction under any other provision of Section 5. A FIFO accounting methodology will be applied for determining compliance with this holding rule.

 

  G. Gifts and Entertainment : Access Persons may not give or receive gifts or entertainment that may be construed to have an influence on business transactions conducted by the Adviser or the Fund(s). Gifts to or from Consultants or Clients must not exceed $100 per person per year. Gifts include any items of value, including sports paraphernalia or equipment, wine or food baskets, gift certificates for shopping, or to a restaurant or spa. Tickets to events are considered gifts if the associate does not attend the event. The $100 limit that applies to gifts does not apply to entertainment. Nonetheless, entertainment must be neither so frequent nor so extensive as to raise any question or impropriety. The CCO or other designated personnel will maintain records of all gifts and all entertainment. All gifts and entertainment received or given must be reported to the Advisor’s Compliance Department.

 

  H. Service as Director: No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization by the President or the Chief Compliance Officer of the Fund. If board service is authorized, such Advisory Person shall have no role in making investment decisions with respect to the publicly traded company.

 

  I. Excessive Trading Rule : No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund whether or not such mutual fund is a Managed Portfolio, or is managed by such Adviser/Subadviser or any affiliated adviser or subadviser. For the purposes of the foregoing, “market timing” shall be defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through asset allocation programs, automatic reinvestment programs, and any other non-volitional investment vehicles.

6. Reporting and Compliance Procedures

 

  A. The Code of Ethics, and any amendments thereto, shall be provided to every Access Person. Access Persons will provide written acknowledgement of receipt.

 

  B. Duplicate Trade Confirmations and Personal Brokerage Account Statements: All Access Persons (other than Disinterested Trustees) shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each Reportable Securities trade in a Personal Brokerage Account, and a copy, at least quarterly, of an account statement for each Personal Brokerage Account to their respective Compliance Department (an electronic feed from the broker will satisfy these requirements). Access to duplicate confirmations and account statements will be restricted to those persons assigned to perform review functions, and all materials will be kept confidential except as required by law.


  C. Quarterly Reports: Access Person s shall report to the Fund the information (specified further below) with respect to transactions in any Reportable Security in which such Access Person has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership in the Reportable Security.

Access Persons shall not be required to make a report with respect to transactions effected for any account over which that person lacks any direct or indirect influence or control in the reasonable estimation of the Fund’s CCO.

Every Quarterly report shall be made not later than 15 days after the end of the calendar quarter, and shall include all transactions in Reportable Securities effected during the calendar quarter being reported on. Quarterly Reports shall contain the following information:

 

  (i) The date of the transaction, in the Reportable Security, the title and number of shares of equity securities; or the maturity date, principal amount and interest rate of debt securities, of each Reportable Security involved; and, as applicable, the exchange ticker symbol or CUSIP number;

 

  (ii) The type of transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

 

  (iii) The price of the Reportable Security at which the transaction was effected; and

 

  (iv) The name of the broker, dealer or bank with or through whom the transaction was effected; and

To the extent that the Access Person certified the Compliance Department is receiving duplicate statements of Personal Brokerage Accounts, the above disclosures are considered to have been made for transactions in Reportable Securities occurring in those Personal Brokerage Accounts.

 

  (v) With respect to any account established during the quarter in which Securities were held during the quarter for the direct or indirect benefit of the Access Person:

 

  (a) The name of the broker, dealer, or bank with whom the Access Person established the account; and

 

  (b) The date the account was established;

 

  (vi) The Date the report is submitted by the Access Person.


  D. Initial and Annual Holdings Reports: Each Access Person shall submit an Initial Holdings and Annual Holdings Report listing all personal Reportable Securities holdings to their designated Compliance Officer, upon commencement of service and annually thereafter (the Initial Holdings Report and the Annual Holdings Report , respectively). The information on the Initial Holdings Report must be current as of a date not more than 45 days prior to the date the individual becomes an access person. An Initial Holdings Report and certification must be submitted to the designated Compliance Officer no later than 10 days after becoming an Access Person. The Annual Holdings Report information shall be as of December 31 of the prior year. Access Persons shall submit the Annual Holdings Report and Certification to the designated Compliance Officer by January 31 of each year. Access Persons s hall include on their Annual Holdings Report any holdings in Affiliated Open-end Mutual Funds, including those held in the Access Person’s Virtus-Fidelity 401(k) plan.

Every Initial Holdings Report and Annual Holdings Report required pursuant to this section shall contain the following information for Reportable Securities:

 

  (i) The title and number of shares of equity securities; and/or the maturity date, principal amount and interest rate of debt securities; and, as applicable the exchange ticker symbol or CUSIP number of each Reportable Security in which the Access Person had any direct or indirect beneficial ownership as of the Applicable Date.

 

  (ii) The name of any broker, dealer or bank with whom the Access Person maintained an account in which securities were held for the direct or indirect benefit of the Access Person as of the Applicable Date.

 

  (iii) The date the report is submitted by the Access Person.

For Initial Holdings Reports and Annual Holdings Reports a certification by the Access Person that he or she has read and understood the Code of Ethics, has complied and shall continue to comply with the requirements of this Code and the Firm’s Insider Trading Policy and Procedures.

Exceptions to reporting requirements (Quarterly Transactions and Initial and Annual Holdings):

 

  (i) Any report of Reportable Securities held in accounts over which the Access Person had no direct or indirect influence or control;

 

  (ii) A Quarterly Transaction Report of Reportable Securities transactions effected pursuant to an automatic investment plan; and


  (iii) A Quarterly Transaction Report if it would duplicate information contained in broker trade confirmations or account statements received no later than 30 days after the end of the applicable calendar quarter.

A Disinterested Trustee of the Fund need not:

 

  (i) Submit an initial holdings report or an annual holdings report pursuant to Section 6.D. above.

 

  (ii) Report securities transactions unless the Trustee knew, or, in the ordinary course of fulfilling his or her official duties as a Fund Trustee, should have known, that during the 15-day period immediately before or after the Trustee’s transaction in a Covered Security, the Fund purchased or sold the Covered Security or the Fund or any of its investment advisers or subadvisers considered purchasing or selling the Covered Security.

 

  E. Any report made under this Section 6 may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect Beneficial Ownership in the security to which the report relates.

7. 401(k) Plans and the Requirements of the Code

 

  A. Disclosure of Personal Brokerage Accounts: Access Persons are not required to disclose the existence of their Virtus-Fidelity 401(k) plan, but Access Persons must disclose any other 401(k) account if the account can transact in Affiliated Open-end Mutual Funds and/or other Reportable Securities.

 

  B. Preclearance Rule: Access Persons are not required to preclear transactions in Affiliated Open-end Mutual Funds (e.g., transferring amounts from one fund to another) or contributions in the form of payroll deductions. Access Persons are required to preclear transactions in Reportable Securities that are not exceptions to the Preclearance Rule of Section 5 (e.g., the sale of previous employer’s stock).

 

  C. Duplicate Trade Confirmations and Personal Brokerage Account Statements: If an Access Person has a 401(k) account from a previous employer that can transact in Affiliated Open-end Mutual Funds and/or other Reportable Securities, the Access Person shall direct her broker to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal Reportable Securities trade and a copy, at least quarterly, of an account statement to her respective Compliance Department for each 401(k) account other than the Virtus-Fidelity 401(k) plan.


  D. Quarterly Transactions Reports: For 401(k) accounts other than the Virtus-Fidelity 401(k) plan, Access Persons are required to submit a Quarterly Transaction Report for transactions in Reportable Securities (e.g., Affiliated Open-end Mutual Funds or a previous employer’s stock).

 

  E. Initial and Annual Holdings Reports: Access Persons are required to report all holdings in Reportable Securities, including holdings in the Virtus-Fidelity 401(k) plan (e.g., Affiliated Open-end Mutual Funds).

8. Administration of Code of Ethics

 

  A. Each Fund’s Chief Compliance Officer and its investment advisers and principal underwriters shall furnish to the applicable Fund’s Board of Trustees annually, and such Board will consider, a written report that:

 

  (a) Summarizes the current procedures under the Code of Ethics;

 

  (b) Describes any issues arising from the Code of Ethics or procedures since the last report to the Board, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

 

  (c) Certifies that the Fund, Investment Adviser, or principal underwriter, as applicable, has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

  B. The Fund’s Chief Compliance Officer shall obtain from each investment adviser and the subadviser to the Fund whose Access Persons are governed by its own Code of Ethics, a written report including the information and certification required in (b) and (c) above with respect to that Code.

 

  C. The Board will consider all of these reports.

 

  D. These reports will be available to the Chief Compliance Officer of the Funds.

 

  E. Any Access Person shall immediately report any potential violation of this Code of which he or she becomes aware to the Designated Compliance Officer.

 

  F. An Access Person need not make reports under this Section 6 with respect to transactions effected for any account over which such person does not have any direct or indirect influence or control.

 

  G. Each Adviser’s Compliance Officer will review all reports and other information submitted under this Section 6. This review will include such comparisons with trading records of the Fund as are necessary or appropriate to determine whether there have been any violations of the Code.


  H. Each Adviser’s Compliance Officer will maintain a list of all Access Persons who are required to make reports under the Code, and shall inform those Access Persons of their reporting obligations. Each Adviser’s Compliance Officer shall promptly notify any Access Person when any report has not been filed on a timely basis.

 

  I. Please refer to Schedule B for person(s) to contact for preclearance and to file Annual Holdings and Quarterly Personal Securities Transaction reports.

9. Recordkeeping Requirements:

Each Fund, investment adviser, and principal underwriter to which this Code of Ethics applies, or to which reports are required to be made by Access Persons, must maintain the following records:

 

  A. A copy of each Code of Ethics for the organization that is in effect, or at any time within the past five years was in effect;

 

  B. A record of any Code violation or action taken as a result of the violation that occurred, for at least five years after the end of the fiscal year in which the violation occurred;

 

  C. A copy of each report made by an Access Person as required by this Code, or the information provided in lieu of a report, pursuant to Rule 17j-1 of the Act, for at least five years after the end of the fiscal year in which the report was made;

 

  D. A record of all persons, currently, or within the past five years, who are or were required to make reports pursuant to this Code, or those persons who are or were responsible for reviewing these reports, must be maintained in an easily accessible place;

 

  E. A copy of each report provided to the Fund(s) Board of Trustees must be maintained for at least five years after the end of the fiscal year in which it is made, the first two year in an easily accessible place; and

 

  F. A record of any decision approving the acquisition by investment personnel of IPOs and/or Limited Offerings for at least five years after the end of the fiscal year in which the approval is granted.

10 . Sanctions

Upon discovering a violation of this Code, the Board of Trustees of a Fund may impose such sanctions as it deems appropriate, including inter alia, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate. Provided further, the Adviser’s Compliance Officer shall review and present sanctions levied for non-compliance at each regularly scheduled Board meeting. Please see attached Schedule A of Sanctions that may be levied for violations of this Code.


11. Exceptions

Each Adviser’s Compliance Officer, in consultation with the Chief Legal Officer, may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions, provided, however, that no exception will be granted where the exceptions would result in a violation of Rule 17j-1. To the extent any such exception relates to an Access Person of a Fund, the exception will be reported to a Fund’s Board at its next regularly scheduled meeting. Notwithstanding anything herein to the contrary, the Compliance Officer shall promptly report any and all exceptions to the Chief Compliance Officer of the applicable Fund and the Chief Compliance Officer may provide an independent report to the applicable Board regarding his/her assessment of the merits and potential repercussions of granting any such exceptions.

12. Other Codes of Ethics

This Code of Ethics does not amend or supersede any other Code(s) of Ethics that may affect the duties and obligations of any person affected hereby.


Schedule A

Chief Compliance Officer of the Funds: Nancy Engberg

Schedule B

Person to contact for preclearance and reporting requirements: Tim Branigan


CERTIFICATION:

By my signature below, I certify that I have received, read, and understood the foregoing policies of the Virtus Funds Code of Ethics, and will comply in all respects with such policies.

 

 

    

 

  
Name      Date   

Please print or type name:                                                                                                   


Initial Holdings Report    Q Report    Q Report Affiliated MF
Transactions
   Annual Report    Pre-Clear

All Access Persons

  

All Access Persons

  

Investment Personnel

  

All Access Persons

  

Advisory Persons

•        1st violation – written warning

 

•        2 nd violation within the same year – $50.00 fine payable to the Connecticut Food Bank.

 

•        3 rd violation within the same year – suspension of trading privileges for 30 days

  

•        1st violation – written warning

 

•        2 nd violation within the same year - $50.00 fine payable to the Connecticut Food Bank 3 rd violation within the same year – suspension of trading privileges for 30 days

  

•        1st violation – written warning

 

•        2 nd violation within the same year - $50.00 fine payable to the Connecticut Food Bank 3 rd violation within the same year – suspension of trading privileges for 30 days

  

•        1st violation – written warning

  

•        1 st violation – written warning

 

•        2 nd  violation within the same year - $100 fine payable to the Connecticut Food Bank and suspension of trading privileges for 30 days

 

•        3 rd violation within the same year – suspension of trading privileges for 90 days

Pre-Clear IPOs & Limited
Offerings
   Blackout    60-Day Holding
Requirement
   Market Timing Prohibition
and Q Certificate
   Open Order Rule

Advisory Personnel

  

Investment Personnel

  

Advisory Personnel

  

Investment Personnel

  

Investment Personnel

•        1 st violation – Reported to Chief Compliance Officer and President of Virtus Investment Partners for determination of appropriate sanctions.

 

•        2 nd violation – possible grounds for termination

  

•        1 st violation – disgorgement of profits on the personal trade

 

•        2 nd violation - Reported to Chief Compliance Officer and President of Virtus Investment Partners for determination of appropriate sanctions.

 

•        3 rd violation - possible grounds for termination

  

•        1 st violation – written warning

 

•        2 nd violation - violation within the same year - $50.00 fine payable to the Connecticut Food Bank.

 

•        3 rd violation within the same year – suspension of trading privileges for 60 days

  

•        1 st violation - possible grounds for termination at determination of Chief Legal Officer and President of Virtus Investment Partners.

  

•        1 st violation – Reported to Chief Legal Officer and President of Virtus Investment Partners for determination of appropriate sanctions.

 

•        2 nd violation – possible grounds for termination

CODE OF ETHICS

Amended and Restated October 1, 2012

 

1. Introduction

This Code of Ethics (the “Code”) has been adopted individually by the entities listed in Schedule A, referred to herein (individually) as the “Firm”. This Code is administered by each Firm’s designated Chief Compliance Officer or their delegate as a separate program. Each Firm may attach to this Code an appendix describing any unique provisions the Firm has made to provide additional requirements or modify requirements set forth by this Code.

 

2. Standard of Business Conduct

 

  A. Statement of Ethical Principles

The Firm holds its Supervised Persons to a high standard of integrity and business practices. In serving their respective shareholders and clients, the Firm strives to avoid conflicts of interest or the appearance of conflicts of interest related to the personal trading activities of its Supervised Persons and the securities transactions in any managed account.

The Firm acknowledges its confidence in the integrity and good faith of all of its Supervised Persons. The Firm recognizes that the knowledge of present or future portfolio transactions or the power to influence portfolio transactions, if held by such individuals, could place them in a position where their personal interests might conflict with those of the managed account, if they were to trade in securities eligible for investment by the managed account.

In view of the foregoing and of the provisions of Sections 204-2 and 204A-1 under the Investment Advisers Act of 1940 (Advisers Act), as amended, and Rule 17j-1 of the Investment Company Act, as amended, the Firm has adopted this Code to specify and prohibit certain types of transactions deemed to create conflicts of interest or the potential for or appearance of such a conflict, and to establish reporting requirements and enforcement procedures. Because the Firm cannot foresee all possible situations, the Firm ultimately relies upon the integrity and judgment of its personnel, in addition to requirements set forth by this Code. This Code presents a framework against which all Supervised Persons should seek to measure their conduct. When Supervised Persons covered by this Code engage in personal securities transactions, they must adhere to the following general principles and the Code’s specific provisions:

 

  a) At all times, the interests of the Firm and its Clients must be paramount;

 

  b) Personal transactions must be conducted consistent with this Code in a manner that avoids any actual or potential conflict of interest;


  c) No inappropriate advantage should be taken of any position of trust and responsibility;

 

  d) Information about the identity of security holdings and financial circumstances of Clients is confidential;

 

  e) Ensure that the investment management and overall business of the Firm complies with the policies of the Firm, Virtus Investment Partners (Virtus) and applicable U.S. federal and state securities laws and regulations; and

 

  f) Supervised Persons are required to adhere to the standards of business conduct in the Virtus Code of Conduct.

 

  B. Unlawful Actions

It is unlawful for any Supervised Person, in connection with the purchase or sale, directly or indirectly, by them of a security held or to be held by any Client account to:

 

  a) Employ any device, scheme or artifice to defraud any Client;

 

  b) Make any untrue statement of a material fact to any Client or omit to state a material fact necessary in order to make the statements made to any Client, in light of the circumstances under which they are made, not misleading;

 

  c) Engage in any act, practice or course of business that operates or would operate as a fraud or deceit on any Client; or to engage in any manipulative practice with respect to any Client; and

 

  d) Divulge or act upon any material, non-public information, as is defined under relevant securities laws.

 

3. Definitions

A. “Access Person” means all directors, officers, general partners, partners of the Firm and Advisory Persons of Firm’s Advisers (or other persons occupying a similar status or performing similar functions). In addition, Access Person means all Supervised Persons, who:

 

  a. Are involved in making securities recommendations to Clients; or

 

  b. Have access to nonpublic information regarding the following:

 

2


  (a) Any Clients’ purchase or sale of securities, or recommendation to purchase or sell such securities; or

 

  (b) Information regarding the portfolio holdings of any fund the Firm or its control affiliates manage.

 

  B. “Advisers Act” means the Investment Advisers Act of 1940, as amended.

 

  C. “Advisory Person” means (i) any Access Person of the Firm or of any company in a control relationship to the Firm, who, in connection with their regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of a security by the Firm for a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (ii) any natural person in a control relationship to the Firm who obtains information concerning recommendations made to the Client with regard to the purchase or sale of a security.

 

  D. “Affiliated Officer” means (i) any corporate officer or director of the Firm who is not a resident at the Firm’s business location; and (ii) is subject to the provisions of an affiliate’s code of ethics for personal trading.

 

  E. “Affiliated Open-End Mutual Fund” means any open-end mutual fund to which the Firm or its control affiliate(s) serve as the investment adviser or principal underwriter. Currently, this means all open-end (non-exchange traded) Virtus Mutual Funds. See also the definition of “Unaffiliated Open-End Mutual Fund” in section W. below.

 

  F. “Being considered for Purchase or Sale” means when a security for which a recommendation to purchase or sell has been made and communicated; and with respect to the Advisory Person making the recommendation, when such person seriously considers making such a recommendation.

 

  G. “Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (the Exchange Act) in determining whether a person is the beneficial owner of a security for purposes of Section 16 of the Exchange Act and the rules and regulations there under. It includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a security. For purposes hereof,

 

  a. “Pecuniary Interest” means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

 

  b. “Indirect Pecuniary Interest” includes, but is not limited to:

 

3


  (a) Securities held by Immediate Family Members sharing the same household;

 

  (b) A general partner’s proportionate interest in portfolio securities held by a general or limited partnership;

 

  (c) A person’s right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities);

 

  (d) A person’s interest in securities held by a trust;

 

  (e) A person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and

 

  (f) A performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company, investment manager, trustee, or person or entity performing a similar function, with certain exceptions (see Rule 16a-1(a)(2)of the Exchange Act).

An Access Person is presumed to have Beneficial Ownership in, and so an obligation to report, the securities held by his or her Immediate Family Members. Access Persons should note that the Firm’s policies and procedures with respect to personal securities transactions also apply to transactions by a spouse, domestic partner, child or other Immediate Family Member residing in the same household. See definition of “Immediate Family Member” in section M. below.

 

  H. “Chief Compliance Officer” or “CCO” refers to the person appointed by the Firm pursuant to the provisions of Section 206(4)-7 of the Advisers Act.

 

  I. “Client” means each and every investment company, or series thereof, or other account managed by the Firm.

 

  J. “Control” shall have the same meaning as that in Section 2(a) (9) of the Investment Company Act.

 

  K. “Covered Associate” is a term used in the Firm’s Pay to Play Policy and Procedures and is incorporated by reference.

 

4


  L. “Firm” means each of the entities listed in Schedule A who have each adopted this Code and administer it under their respective individual compliance programs managed by their designated Chief Compliance Officer or his/her delegate.

 

  M. “Immediate Family Member” shall have the following meaning: With respect to personal securities reporting requirements, terms such as “Employee”, “Personal Brokerage Account”, “Supervised Person” and “Access Person” are defined to include any Supervised Person’s or Access Person’s spouse or domestic partner who share their household and any relative by blood, adoption or marriage living in the Supervised or Access Person’s household. This definition includes children (including financially dependent children away at school), stepchildren, grandchildren, parents, stepparents, grandparents, siblings and parents-children-or siblings-in-law.

 

  N. “Initial Public Offering” or “IPO” means an offering of securities registered under the Securities Act of 1933 as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

 

  O. Investment Company Act” means the Investment Company Act of 1940, as amended.

 

  P. “Managed Fund or Portfolio” shall mean those Clients, individually and collectively, for whom the Portfolio Manager makes buy and sell decisions.

 

  Q.

“Personal Brokerage Account” refers to any account (including, without limitation, a custody account, safekeeping account and an account maintained by an entity that may act in a brokerage or a principal capacity) in which securities may be traded or custodied, and in which an Access Person has any Beneficial Ownership, and any such account of an Immediate Family Member. The meaning of “Personal Brokerage Account” includes accounts in which an Access Person may hold or acquire Reportable Securities, even though the account currently holds only non-Reportable Securities (such as unaffiliated open-end mutual funds). To the extent that the Virtus 401(k) plan and potentially 401(k) plans of an Access Person’s prior employer(s) or 401(k) plans of Immediate Family Members have the capacity to invest in Affiliated Open-end Mutual Funds and/or other Reportable Securities, such accounts are considered “Personal Brokerage Accounts”. Furthermore, Individual Retirement Accounts (i.e.: “IRAs”) that are constructed within a brokerage account capable of transacting in Reportable Securities are also considered “Personal Brokerage Accounts”.

 

5


  The meaning of “Personal Brokerage Account” does not include the following: open-end mutual funds held directly with the sponsor in an account that is not capable of transacting in Reportable Securities; 401(k) accounts that may only hold non-affiliated open-end mutual funds; other accounts that cannot transact in Reportable Securities as determined by the Compliance Department; and direct purchase accounts such as “DRIP” plans.

 

  R. “Fund Portfolio Manager” or “Portfolio Manager” is an Advisory Person (or one of the Advisory Persons) entrusted with the day-to-day management of the Fund’s portfolio.

 

  S. “Private Placement” or “Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Rule 504, Rule 505 or Rule 506 there under.

 

  T. “Purchase or sale of a Reportable Security” includes, among other things, the writing of an option to purchase or sell a security, or the purchase or sale of a security, that is exchangeable for or convertible into, a security that is held or to be acquired for a Client.

 

  U. “Reportable Security” shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act, and Rule 204A-1 of the Advisers Act as amended, and includes common stocks, preferred stocks, stock options (put, call and straddle), debt securities, privilege on any security or on any group or index of securities (including any interest therein or based on the value thereof) and derivative instruments, ETFs, UIT ETFs, closed-end funds, other well-known stock indices vehicles, such as the Standard & Poor’s 500 Composite Stock Indices (such as but not limited to SPDR S&P 500, SPDR S&P MidCap 400, “iShares”, etc.); affiliated open-end mutual funds and municipal securities.

The meaning of “Reportable Security” shall not include transactions and holdings in direct obligations of the Government of the United States; money market instruments; bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements and other high quality short-term debt instruments; shares of money market funds; transactions and holdings in shares of non-affiliated open-end mutual funds; and transactions in units of a unit investment trust if the unit investment trust is invested exclusively in unaffiliated open-end mutual funds. Note: This exception extends only to open end funds registered in the U.S.; therefore, transactions and holdings in offshore funds ARE reportable .

 

  V. “Supervised Person” means any director, officer, and partner of the Firm (or other person occupying a similar status or performing similar functions); an employee of the Firm; and any other person who provides advice on behalf of the Firm and is subject to the Firm’s supervision and control. To affect such policies as required by this Code, the Firm’s CCO shall further classify certain Supervised Persons as an “Access Person”, or “Advisory Person”.

 

6


  W. “Unaffiliated Open-End Mutual Fund” means any open-end mutual fund not falling within the definition of “Affiliated Open-End Mutual Fund” defined in section E. above, i.e., any open-end mutual fund to which the Firm or its control affiliate(s) do not serve as the investment adviser or principal underwriter for the fund. Currently, this means all open-end (non-exchange traded) mutual funds except for the Virtus Mutual Funds.

 

4.

Disclosure of Personal Brokerage Accounts 1

All Access Persons must disclose their Personal Brokerage Accounts to their respective Compliance Department. Each Access Person’s responsibility is to notify their respective Compliance Department of all Personal Brokerage Accounts and to direct the broker to provide their Compliance Department with brokerage transaction confirmations and account statements (and verify that it has been done). Access Persons cannot assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly. Access Persons do not need to disclose the existence of their Virtus-Fidelity 401(k) account, however any other Virtus Fidelity account holding securities, options or restricted stock of Virtus must be disclosed. 401(k) plans of an Access Person’s prior employer(s) or 401(k) plans of Immediate Family Members must be disclosed if such accounts have the capacity to invest in Affiliated Open-end Mutual Funds and/or other Reportable Securities.

 

5. Prohibited Activities for Access Persons

 

  A. Initial Public Offering (“IPO”) Rule: No Access Person may directly or indirectly acquire beneficial ownership in any securities in an IPO, without the prior written approval of the CCO. This also applies to IPO’s offered through the internet. No FINRA registered person or Portfolio Manager may participate in an IPO pursuant to FINRA Rule 5130.

 

  B. Private Placement / Limited Offering Rule: No Access Person may directly or indirectly acquire beneficial ownership in any securities in a Private Placement or Limited Offering without the prior written approval of the CCO. The approved purchase should be disclosed to the Client if they are considering that issuer’s securities for purchase or sale.

 

  C. Preclearance Rule: No Access Person may directly or indirectly acquire or dispose of beneficial ownership in a Reportable Security unless the transaction has been pre-cleared by the Compliance Department. Preclearance is valid through the next business day at the close of the U.S. market following the approval. An order not executed within that time must be re-submitted for preclearance approval. Access Persons must wait for approval before placing the order with their broker.

 

1  

Certain Supervised Persons are subject to the requirements of Section 4. Please see the Appendix following this Code.

 

7


Exceptions: The following Reportable Securities transactions do not require preclearance:

 

  a) Purchases or sales of up to and including 500 shares per month of Reportable Securities in any issuer ranked in the S&P 500 at the time of the transaction. An S&P 500 holding list is updated quarterly and available on the Virtus intranet website. A copy is also available for review in your Firm’s Compliance Department. The Compliance Department monitors de minimis trading for patterns of abuse. If a pattern of abuse is determined to have occurred, the Compliance Department reserves the right to suspend or cancel the ability of an Access Person to conduct de minimis transactions.

 

  b) Transactions in Affiliated Open-End Mutual Funds.

 

  c) Purchase orders of Reportable Securities sent directly to the issuer via mail (other than in connection with a Private Placement or Limited Offering) or sales of such securities that are redeemed directly by the issuer via mail.

 

  d) Purchases or sales of Reportable Securities effected in any account over which the Access Person has no direct or indirect influence or control in the reasonable estimation of the Firm’s CCO. This exemption will apply to Personal Brokerage Accounts for which a third party, such as a broker or financial advisor, makes all investment decisions on behalf of the Access Person and the Access Person does not discuss any specific transactions for the account with the third-party manager.

 

  e) Purchases or sales of Reportable Securities (i) not eligible for purchase or sale by the Client; or (ii) specified from time to time by the Firm’s Directors, subject to rules the Firm’s Directors shall specify.

 

  f) Purchases of shares of Reportable Securities necessary to establish an automatic investment or dividend reinvestment plan, as well as any subsequent purchases and sales pursuant to any such automatic investment or dividend reinvestment plan.

 

  g) Purchases of Reportable Securities effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired from the issuer, and sales of such rights so acquired.

 

8


  h) Purchases or sales of Reportable Securities issued under an employee stock purchase or incentive program unless otherwise restricted.

 

  i) Non-volitional transactions (such as stock splits, dividends, corporate actions, etc.).

Note: The foregoing are exceptions to the Preclearance Rule only; other provisions of this Code may apply.

The Firm’s CCO or other designated compliance personnel may deny approval of any transaction requiring preclearance under this Pre-clearance Rule, even if nominally permitted under the Code, if believed that denial is necessary for the protection of the Client or the Firm.

 

  D. Open Order Rule: No Access Person may directly or indirectly acquire or dispose of the Beneficial Ownership in any Reportable Security that requires preclearance (i.e., is not exempt from preclearance) when a Client has a pending buy or sell for that security of the same type until the Client’s order is executed or withdrawn.

 

  E. Blackout Rule: Portfolio Managers and Advisory Persons may not directly or indirectly acquire or dispose of Beneficial Ownership in a Reportable Security within seven calendar days before and after the portfolio(s) associated with the Portfolio Manager’s and Advisory Person’s assigned duties trades in that security. The seven-day period is exclusive of the execution date. The Blackout Rule applies to transactions in securities that are required to be precleared.

 

  F. Holding Period Rule: Access Persons must hold all Reportable Securities for no less than sixty (60) days, whether or not the purchase was an exempt transaction under any other provision of Section 5. Generally, a first-in first-out (“FIFO”) accounting methodology will be applied for determining compliance with this holding rule.

 

  G.

Gifts and Entertainment: Supervised Persons designated by the Firm’s CCO may not give or receive gifts or payments that may be construed to have an influence on business transactions conducted by the Firm. Gifts to or from Consultants or Clients must not exceed $100 per person per year. Gifts include any items of value, including sports paraphernalia or equipment, wine or food baskets, gift certificates for shopping or to a restaurant or spa. Tickets to events are considered gifts if the associate does not attend the event. The $100 limit that applies to gifts does not apply to entertainment. Nonetheless, entertainment must be neither so frequent nor so extensive as to raise any question of impropriety. The CCO or other designated personnel will

 

9


maintain records of all gifts and payments of $100 or more per person and all entertainment. ALL gifts and entertainment received or given must be reported to the Compliance Department. Supervised Persons designated by the Firm’s CCO are required to submit a log quarterly.

 

  H. Serving on Boards of Directors: No Advisory Person shall serve on the board of directors of a publicly traded company without prior authorization from Virtus Investment Partners Inc. Counsel or the Firm’s CCO. If authorized, the Advisory Person shall have no role in making investment decisions with respect to the publicly traded company.

 

  I. Excessive Trading Rule: No Portfolio Manager shall engage in excessive trading or market timing activities with respect to any mutual fund regardless of whether or not the mutual fund is managed by that Firm/Sub-advisor or any affiliated adviser/sub-advisor. Market timing is defined as a purchase and redemption, regardless of size, in and out of the same mutual fund within any sixty (60) day period. The foregoing restrictions shall not apply to Portfolio Managers investing in mutual funds through asset allocation programs, automatic reinvestment programs, and any other non-volitional investment vehicles.

 

  J. Material, Non-public Information: No Supervised Person shall divulge or act upon any material, non-public information as defined under relevant securities laws. For more information, refer to the Firm’s Insider Trading Policy and Procedures.

 

  K. Pay to Play Rule: The SEC has adopted Rule 206(4)-5 of the Advisers Act (the Rule or Pay to Play Rule) as a means to curtail the ability of investment advisers to use political contributions to influence state and municipal government officials responsible for hiring the investment advisers, otherwise known as pay for play practices. Under the Rule, political contributions made by advisers or their personnel or affiliates may result in serious limitations on the advisers’ ability to receive compensation for the management of certain public funds. It does not prohibit political contributions but does prohibit the adviser from receiving compensation from that government plan. The Rule does not preempt state or local pay to play laws. The Firm and its Covered Associates, as defined in the Firm’s Pay to Play policy (“policy”), are prohibited from doing anything indirectly which, if done directly, would violate the Rule. This could include contributions made by Immediate Family Members even though they are not considered Covered Associates.

 

10


Effective with this Code, if a Covered Associate, as defined in the policy, is entitled to vote for a government official, they may only contribute $350 or less to that official per election. If they are not entitled to vote for a government official, they may only contribute $150 or less to that official per election. Contributions to political parties and PACs are prohibited if they are made as a means to do indirectly what is prohibited if done directly (for example, the contribution is earmarked or known to be provided for the benefit of a particular Official). For this reason, contributions in excess of the de minimus amounts above should not be made to a PAC known to be controlled by, or affiliated with, an Official or to a state or local political party if it is reasonably expected to benefit an Official. Associates are required to report to Compliance all contributions made on a quarterly basis. Please refer to the Firm’s Pay to Play separate policy.

 

6.

Reporting & Compliance Procedures 2

 

  A. Duplicate Trade Confirmations and Personal Brokerage Account Statements: All Access Persons shall direct their brokers to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal Reportable Securities trade in a Personal Brokerage Account and a copy, at least quarterly, of an account statement for each Personal Brokerage Account to their respective Compliance Department (an electronic feed from the broker will satisfy these requirements). Access to duplicate confirmations and account statements will be restricted to those persons assigned to perform review functions, and all materials will be kept confidential except as required by law.

 

  B. Quarterly Transactions Reports: Access Persons shall report to the Firm the information (specified further below) with respect to transactions in any Reportable Security in which the Access Person has, or by reason of that transaction acquires, any direct or indirect Beneficial Ownership in the Reportable Security.

Access Persons shall not be required to make a report with respect to transactions effected for any account over which that person lacks any direct or indirect influence or control in the reasonable estimation of the Firm’s CCO.

Every Quarterly Transaction Report shall be made no later than 15 days after the end of the calendar quarter and shall include all transactions in Reportable Securities effected during the calendar quarter being reported on. Quarterly Transaction Reports shall contain the following information:

 

2  

Certain Supervised Persons are subject to the requirements of Sections 6A, 6B and 6C. Please see the Appendix following this Code.

 

11


  (i) The date of the transaction in the Reportable Security, the title and number of shares of equity securities; or, the maturity date, principal amount and interest rate of debt securities, of each Reportable Security involved; and as applicable, the exchange ticker symbol or cusip number;

 

  (ii) The type of transaction (i.e., purchase, sale, or any other type of acquisition or disposition);

 

  (iii) The price of the Reportable Security at which the transaction was effected;

 

  (iv) The name of the broker, dealer or bank with or through whom the transaction was effected; and

 

  (v) The date the report is submitted.

To the extent that the Access Person certified that the Compliance Department is receiving duplicate statements of Personal Brokerage Accounts, the above disclosures are considered to have been made for transactions in Reportable Securities occurring in those Personal Brokerage Accounts.

 

  C. Initial and Annual Holdings Reports: Each Access Person shall submit an Initial Holdings and Annual Holdings Report listing all personal Reportable Securities holdings to their Firm’s Compliance Department upon the commencement of service and annually thereafter (the Initial Holdings Report and the Annual Holdings Report , respectively). The information on the Initial Holdings Report must be current as of a date not more than 45 days prior to the date the individual becomes an Access Person. An Initial Holdings Report and certification must be submitted to their Firm’s Compliance Departments no later than 10 days after becoming an Access Person. The Annual Holdings Report holdings information shall be as of December 31 of the prior year. Access Persons shall submit the Annual Holdings Report and certification to their Firm’s Compliance Department by January 31 of each year. Access Persons shall include on their Annual Holdings Report any holdings in Affiliated Open-end Mutual Funds including those held in the Access Person’s Virtus-Fidelity 401(k) plan.

Every Initial Holdings Report and Annual Holdings Report required pursuant to this section shall contain the following information for Reportable Securities:

 

  (i) The title, type and number of shares of equity securities; and/or the maturity date, principal amount and interest rate of debt securities; and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect Beneficial Ownership;

 

12


  (ii) The name of any broker, dealer or bank with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect Beneficial Ownership;

 

  (iii) The date the Access Person submits the report; and

 

  (iv) For Initial Holdings Reports and Annual Holdings Reports, a certification by the Supervised Person that he or she has read, understood, has complied, and shall continue to comply with the requirements of this Code and the Firm’s Insider Trading Policy and Procedures.

Exceptions to reporting requirements (Quarterly Transactions and Initial and Annual Holdings):

 

  (i) Any report of Reportable Securities held in accounts over which the Access Person had no direct or indirect influence or control;

 

  (ii) A Quarterly Transaction Report of Reportable Securities transactions effected pursuant to an automatic investment plan; and

 

  (iii) A Quarterly Transaction Report if it would duplicate information contained in broker trade confirmations or account statements received no later than 30 days after the end of the applicable calendar quarter.

 

  D. Any report made under this Section 6 may contain a statement that the report shall not be construed as an admission by the person making such reports that he or she has any direct or indirect Beneficial Ownership in the security to which the report relates.

 

  E. The Firm’s CCO shall submit an annual report to the Fund Board of Directors/Trustee for any fund advised or sub-advised by the Firm that summarizes the current Code procedures, identifies any violations requiring significant remedial action, and recommends appropriate changes to the Code, if any.

 

  F. Any Supervised Person must promptly report possible violations of the Code to the Firm’s CCO or other designee (including but not limited to potential conflicts of interest) when they suspect, in good faith, that a violation may have occurred or is reasonably likely to occur. If a matter implicates the Firm’s CCO or other designee, notice of a violation should be reported to the Virtus Investment Partners Inc. CCO. Failure to do so is in itself a violation of this Code. No retaliation or retribution of any kind will be taken against any Supervised Person who, in good faith, reports a suspected violation of this Code. To the extent possible under the circumstances, all information will be kept confidential.

 

13


  G. The Firm’s Compliance Department will review all reports and other information submitted under Section 6. This review will include comparisons with trading records of Client accounts as are necessary or appropriate in determining whether there have been any violations of the Code.

 

  H. The Firm’s Compliance Personnel will maintain a list of all Supervised Persons, Access Persons, Advisory Persons, and Portfolio Managers who are required to make reports under the Code, and shall inform such individuals of their reporting obligations and if any requirement of this Code has not been complied with.

 

  I. The Firm shall provide a copy of the Code and any amendments to all Supervised Persons and obtain their written acknowledgement of receipt.

 

7.

401(k) Plans and the Requirements of the Code 3

 

  A. Disclosure of Personal Brokerage Accounts: Access Persons are not required to disclose the existence of their Virtus-Fidelity 401(k) plan, but Access Persons must disclose any other 401(k) account if the account can transact in Affiliated Open-end Mutual Funds and/or other Reportable Securities.

 

  B. Preclearance Rule: Access Persons are not required to preclear transactions in Affiliated Open-end Mutual Funds (e.g., transferring amounts from one fund to another) or contributions in the form of payroll deductions. Access Persons are required to preclear transactions in Reportable Securities that are not exceptions to the Preclearance Rule of Section 5 (e.g., the sale of previous employer’s stock).

 

  C. Duplicate Trade Confirmations and Personal Brokerage Account Statements: If an Access Person has a 401(k) account from a previous employer that can transact in Affiliated Open-end Mutual Funds and/or other Reportable Securities, the Access Person shall direct her broker to supply, at the same time that they are sent to the Access Person, a copy of the confirmation for each personal Reportable Securities trade and a copy, at least quarterly, of an account statement to the Access Person’s Compliance Department for each 401(k) account other than the Virtus-Fidelity 401(k) plan.

 

3  

Certain Supervised Persons are subject to the requirements of Sections 7A and 7C – 7E. Please see the Appendix following this Code.

 

14


  D. Quarterly Transactions Reports: If the Compliance Department is not receiving copies of broker trade confirmations or account statements, Access Persons are required to submit a Quarterly Transaction Report for transactions in Reportable Securities (e.g., Affiliated Open-end Mutual Funds or a previous employer’s stock) for 401(k) accounts other than the Virtus-Fidelity 401(k) plan.

 

  E. Initial and Annual Holdings Reports: Access Persons are required to report all holdings in Reportable Securities, including holdings in the Virtus-Fidelity 401(k) plan (e.g., Affiliated Open-end Mutual Funds).

 

8. Recordkeeping Requirements

 

  A. The Firm will maintain in an easily accessible place, the following records:

 

  a) A copy of any Code for the organization that is in effect, or at any time within the past five (5) calendar years was in effect;

 

  b) A record of any Code violation or action taken as a result of the violation that occurred during the current year and the past five (5) calendar years;

 

  c) A record of all written acknowledgments as required by Rule 204A-1 of the Advisers Act for each Supervised Person who is currently, or within the past five (5) calendar years was, a Supervised Person;

 

  d) A copy of each report made by an Access Person during the current year and the past five (5) calendar years as required by Rule 17j-1 of the Investment Company Act and/or Rule 204A-1 of the Advisers Act and Sections 6B and 6C of this Code, including any information provided in lieu of the reports under Section 6B and 6C above;

 

  e) A list of all persons, currently or within the past five (5) calendar years who are or were required to make reports pursuant to Rule 17j-1 of the Investment Company Act and/or Rule 204A-1 of the Advisers Act and Sections 6B and 6C above, or who were responsible for reviewing those reports, together with an appropriate description of their title or employment;

 

  f) A copy of each report made by the Firm’s CCO pursuant to Section 6E above during the current year and the past five (5) calendar years;

 

  g) A record of any decision made during the current year and the past five (5) calendar years by the Firm’s CCO, and the reasons supporting each decision, to grant prior approval pursuant to Sections 5A and 5B above for acquisition by an Access Person of securities in an IPO or a Private Placement transaction;

 

15


  h) The Virtus Investment Partners Inc. Corporate Compliance Department (or at its direction, another Firm CCO) is responsible for administration of all aspects of this Code with respect to those individuals designated as Affiliated Officers by providing written affirmation that the provisions of this Code were upheld and that these Affiliated Officers were or were not in compliance with the Code and/or providing any required records to the applicable Firm (or other affiliate) CCO.

 

  i) As required by enhanced recordkeeping requirement under Rule 204-2 of the Adviser Act, records related to contributions made by the Firm and its Covered Associates to officials and candidates and of payments to state or local political parties or PACS including the following:

 

  1. A list of Covered Associates (including names, titles, business and residence addresses) currently or within the past five (5) calendar years. This five-year recordkeeping requirement would not apply to periods prior to March 14, 2011; and

 

  2. A list of government entities to which the Firm has provided advisory services in the past five (5) calendar years. This five-year recordkeeping requirement would not apply to periods prior to September 13, 2010.

 

9. Sanctions

Upon discovering a violation of this Code, the Parent of the Firm or if applicable the Funds Board of Directors, besides any remedial action already taken by the respective adviser or related entity, may impose sanctions as it deems appropriate (see under separate cover the currently imposed sanctions), including, among other things, a letter of censure or suspension or termination of employment, or suspension of personal trading privileges for such period as it may deem appropriate.

Any profits realized by a Portfolio Manager or Advisory Person on a personal trade in violation of Section 5E (Blackout Rule) must be disgorged. In addition, the Firm’s CCO may direct any Supervised Person to disgorge any profit realized (or loss avoided) on a personal trade in violation of this Code.

 

10. Exceptions

The Firm’s CCO may grant written exceptions to provisions of the Code based on equitable considerations. The exceptions may be granted to individuals or classes of individuals with respect to particular transactions, classes of transactions or all transactions, and may apply to past as well as future transactions. However, no exception will be granted when it would result in a violation of Section 204-2 of the Advisers Act. Exceptions granted are reported to the Directors of the Firm, as well as the Boards of any managed Fund.

 

16


Appendix

Additional requirements for Euclid Advisors LLC, Newfleet Asset Management, LLC - Hartford, Newfleet Asset Management, LLC - San Francisco, Virtus Alternative Investment Advisers, Inc., Virtus Investment Advisers, Inc., VP Distributors, LLC and Zweig Advisers LLC are as follows:

All Supervised Persons of the above Firms are subject to the same requirements as Access Persons as indicated in Section 4. “Disclosure of Personal Brokerage Accounts”, Section 6. “Reporting & Compliance Requirements” (Sections: 6A, 6B, and 6C) and Section 7. “401(k) Accounts and the Requirements of the Code” (Sections: 7A and 7C – 7E). Specifically the term “Access Person(s)” as used in those sections is hereby replaced with the term “Access Person(s) and Supervised Person(s)”.

Additional requirements for Kayne Anderson Rudnick Investment Management, LLC (“KAR”) are as follows:

All KAR employees are considered Access Persons. KAR employees are permitted to buy or sell exchange traded funds (“ETFs”) without receiving pre-clearance from Compliance. However, all ETF transactions should be included on the quarterly personal trade certifications.

KAR employees follow the policy on gifts and entertainment discussed below. However, any KAR employee who is registered with VP Distributors, LLC will follow the gift and entertainment policy in Section 5 (g) of this Code of Ethics.

A conflict of interest occurs when the personal interests of employees interfere or could potentially interfere with their responsibilities to the firm and its clients. Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Supervised Persons should not offer gifts, favors, entertainment, or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a client feel beholden to the firm or the supervised person.

 

   

Gifts . No Supervised Person may receive any gift, services, or other things of more than a $175.00 value per year from any person or entity that does business with or on behalf of KAR, without pre-approval by the Chief Compliance Officer or Chief Operating Officer. No Supervised Person may give or offer any gift of more than a $175.00 value per year to existing clients, prospective clients, or any entity that does business with or on behalf of the adviser without pre-approval by the Chief Compliance Officer or the Chief Operating Officer. Compliance will maintain a Gift Log of all gifts over $175 given or received from by any KAR employees, which are not broker/dealer related. The Gift Log will include: employee name, type of gift, dollar amount of gift, and sender of the gift. In

 

17


addition, Compliance will maintain a Gift Log of all gifts over $100 given or received by any broker/dealer. The broker/dealer Gift Log will include: employee name, type of gift, dollar amount of gift, and broker who sent the gift.

 

   

Cash . No Supervised Person may give or accept cash gifts or cash equivalents to or from a client, prospective client, or any entity that does business with or on behalf of KAR without approval from the Chief Compliance Officer.

 

   

Entertainment . No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of KAR. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event.

 

18


Schedule A

On October 1, 2012, the following entities adopted this Code of Ethics:

Euclid Advisors LLC

Duff & Phelps Investment Management Co.

Kayne Anderson Rudnick Investment Management, LLC

Newfleet Asset Management, LLC- Hartford

Newfleet Asset Management, LLC - San Francisco

Rampart Investment Management Company, LLC

Virtus Alternative Investment Advisers, Inc.

Virtus Investment Advisers, Inc.

VP Distributors, LLC

Zweig Advisers LLC

On October 4, 2012, the following entity adopted this Code of Ethics:

Newfound Investments, LLC / VP Advisers, LLC

 

19

STANDARDS OF BUSINESS CONDUCT

AND CODE OF ETHICS

 

 

BMO Harris Bank N.A.

BMO Asset Management Corp.

Monegy, Inc.

Marshall & Ilsley Trust Company N.A.

Marshall Funds, Inc. (BMO Funds)

North Star Trust Company

Stoker Ostler Wealth Advisors, Inc.

 

 

July 1, 2012


STANDARDS OF BUSINESS CONDUCT

AND CODE OF ETHICS

Table of Contents

 

I.

   INTRODUCTION      4   

II.

   DEFINITIONS      4   

A.

   “A CCESS P ERSON      4   

B.

   “A DVISERS      5   

C.

   “A DVISORY P ERSON      5   

D.

   “A PPROVED T HIRD P ARTY M ANAGER A CCOUNT      5   

E.

   “A FFILIATE      5   

F.

   “A SSOCIATED P ROCEDURES      5   

G.

   “A UTOMATIC I NVESTMENT P LAN      5   

H.

   “B ANK A DVISORY P ERSON      5   

I.

   “B ENEFICIAL O WNERSHIP      5   

J.

   “BMO E NTITIES      6   

K.

   “BMO F UNDS      6   

L.

   “C LIENT      6   

M.

   “C OMPLIANCE C OMMITTEE      6   

N.

   “C ONFIDENTIAL I NFORMATION      6   

O.

   “C ONTROL      6   

P.

   “C OVERED P ERSON      6   

Q.

   “D ESIGNATED R EPORTING P ERSON      6   

R.

   “D ISINTERESTED D IRECTOR      7   

S.

   “F EDERAL S ECURITIES L AWS      7   

T.

   “I NITIAL P UBLIC O FFERING OR IPO”      7   

U.

   “I NVESTMENT P ERSONNEL      7   

V.

   “L IMITED O FFERING      7   

W.

   “P UBLIC C OMPANY      7   

X.

   “P URCHASE OR SALE OF A S ECURITY      7   

Y.

   “R EPORTABLE A CCOUNT      7   

Z.

   “R EPORTABLE F UND      7   

AA.

   “R EPORTABLE S ECURITY      8   

BB.

   “S ECURITY      8   

CC.

   “S UPERVISED P ERSON      8   

III.

   STANDARDS OF CONDUCT AND COMPLIANCE WITH LAWS      9   

IV.

   INSIDER TRADING AND THE PROTECTION OF MATERIAL NON-PUBLIC INFORMATION      10   

V.

   MARKET MANIPULATION      12   

VI.

   PERSONAL SECURITIES TRADING AND REPORTING      13   

VII.

   GIFTS AND ENTERTAINMENT POLICY      20   

 

2


A.

   G IFTS      20   

B.

   E NTERTAINMENT      21   

C.

   S PECIAL C ONSIDERATIONS FOR C ERTAIN C LIENT T YPES      22   

VIII.

   SERVICE AS BOARD DIRECTOR OR MEMBER      22   

IX.

   CERTIFICATION AND ACKNOWLEDGEMENT OF THE CODE AND ITS PROVISIONS      22   

X.

   DISINTERESTED DIRECTORS      23   

A.

   P ROHIBITED S ECURITIES T RANSACTIONS      23   

B.

   E XEMPTED T RANSACTIONS      23   

C.

   R EPORTING S ECURITIES T RANSACTIONS      23   

D.

   T RANSACTIONS WITH A F UND OR THE BMO F UNDS      24   

XI.

   WAIVERS BY THE DESIGNATED REPORTING PERSON      24   

XII.

   REVIEWING AND MONITORING      24   

XIII.

   REPORTING VIOLATIONS AND SANCTIONS      25   

XIV.

   ANNUAL REPORT TO AND REVIEW BY BMO FUNDS BOARD OF DIRECTORS      25   

XV.

   RECORDKEEPING      25   

XVI.

   FORM ADV      26   

XVII.

   CONFIDENTIALITY      26   

 

3


STANDARDS OF BUSINESS CONDUCT AND CODE OF ETHICS

 

I. I NTRODUCTION

This Code of Ethics (the “Code”) establishes standards for both business conduct and personal investments by Covered Persons of BMO Entities, defined herein. This Code has been adopted by the Advisers to comply with Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). The BMO Entities believe that the provisions of this Code and any Associated Procedures contain procedures reasonably necessary to prevent Covered Persons from violating the Code.

Each Covered Person is to read, understand and follow this Code and is to certify as to having done so. See Section IX-Certification and Acknowledgement of the Code and Its Provisions.

In addition to the specific requirements of the Code, Covered Persons are required to comply with all applicable BMO Financial Group corporate policies, directives and procedures (e.g. First Principles and Code of Business Conduct) and all applicable Federal Securities Laws. Such laws include laws regulating privacy, anti-money laundering, insider trading, offerings and sales of securities, and fraud.

This Code is not intended to deal with every possible situation Covered Persons may encounter. If a situation arises that is not covered in the Code, or if a Covered Person is uncertain about any aspect of the Code, he/she is asked to consult with their Designated Reporting Person.

 

II. D EFINITIONS

 

  A. “Access Person” means

 

  i. Any Advisory Person of the Advisers;

 

  ii. Any Supervised Person of the Advisers who has access to nonpublic information regarding any Clients purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any Reportable Fund;

 

  iii. Any Supervised Person of the Advisers who is involved in making securities recommendations to Clients of the Advisers, or who has access to such recommendations that are nonpublic;

 

  iv. Any director or officer of the principal underwriter of BMO Funds, who, in the ordinary course of business, makes, participates in, or obtains information regarding, the purchase or sale of Reportable Securities by BMO Funds, or whose functions or duties in the ordinary course of business relate to the making of any recommendations to BMO Funds regarding the purchase or sale of Reportable Securities; and

 

  v. Any director or officer of the Advisers or BMO Funds, who is not a Disinterested Director.

 

4


  B. “Advisers” means the BMO Entities that are investment advisers registered under the Advisers Act including, BMO Asset Management Corp., Monegy, Inc. and Stoker Ostler Wealth Advisors, Inc.

 

  C. “Advisory Person” means

 

  i. Any director, officer, or employee of the BMO Entities (or of any company in a Control relationship to the Advisers or the BMO Funds), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the current purchases or sales of a Reportable Security by a Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and

 

  ii. Any natural person in a Control relationship to the Advisers or the BMO Funds who normally obtains information concerning current recommendations made to a Reportable Fund with regard to the purchases or sales of a Reportable Security.

 

  D. “Approved Third Party Manager Account” means any Reportable Account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account, such as an account where the Covered Person has granted full discretionary authority to a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity, that has been approved by the Covered Person’s Designated Reporting Person.

 

  E. “Affiliate” with respect to any referenced entity, means an entity that is Controlled by, Controls or is under common Control with such entity.

 

  F. “Associated Procedures” means those policies, procedures and/or statements that have been adopted by the BMO Entities, and which are designed to supplement this Code and its provisions.

 

  G. “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

 

  H. “Bank Advisory Person” means Advisory Persons of Stoker Ostler Wealth Advisors, Inc., and certain divisions of BMO Harris Bank N.A. Marshall & Ilsley Trust Company N.A. and North Star Trust Company.

 

  I. “Beneficial Ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934, and the rules and regulations thereunder, except that the determination of direct or indirect beneficial ownership shall apply to all Securities which an Covered Person has or acquires. “Beneficial Ownership” will be attributed to an Covered Person in all instances where the Covered Person (i) possesses the ability to purchase or sell the Securities (or the ability to direct the disposition of the Securities); (ii) possesses voting power (including the power to vote or to direct the voting) over such Securities; or (iii) receives any benefits substantially equivalent to those of ownership.

 

5


A person is presumed to be the Beneficial Owner of Securities held by immediate family members or held by other persons, by reason of any contract, arrangement, understanding, or relationship that provides the Covered Person with direct or indirect pecuniary interest in the Securities, sharing the Covered Person’s household (“immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse or equivalent domestic partner, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships).

 

  J. “BMO Entities” covered by this Code of Ethics include BMO Asset Management Corp., Monegy, BMO Funds, Stoker Ostler Wealth Advisors, Inc., and certain divisions of BMO Harris Bank N.A., Marshall & Ilsley Trust Company N.A. and North Star Trust Company.

 

  K. “BMO Funds” means Marshall Funds, Inc.

 

  L. “Client” means anyone for whom investment management or advice is provided by the BMO Entities, and it includes registered and unregistered investment companies and other pooled investment vehicles, advisers for whom a BMO Entity acts as sub-adviser, and, unless the context requires otherwise, prospective clients.

 

  M. “Compliance Committee” comprises all Designated Reporting Persons and as appointed by the Wealth Management Risk Committee representatives from senior management of the BMO Entities and PCG Legal Department.

 

  N. “Confidential Information” means information not publicly available and includes, but is not limited to: the composition of Client holdings and transactions, Clients’ financial information, corporate financial activity, lists of Clients, Working List Securities, investment models, methods, processes, and formulae and other proprietary information such as certain records, procedures, systems, pending research recommendations and software.

 

  O. “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act.

 

  P. “Covered Person” means any Access Person of the Advisers and BMO Funds, any Advisory Person of certain divisions of BMO Harris Bank N.A., Marshall & Ilsley Trust Company N.A. and North Star Trust Company, and any other Supervised Person.

 

  Q. “Designated Reporting Person” means the chief compliance officer (or his or her designee) of the respective BMO Entities. A Covered Person’s Designated Reporting Person is the Designated Reporting Person for which the Covered Person primarily performs duties.

 

6


  R. “Disinterested Director” means a director or trustee of the BMO Funds who is not an “interested person” of the BMO Funds within the meaning of Section 2(a)(19) of the Investment Company Act.

 

  S. “Federal Securities Laws” include the Investment Advisers Act of 1940, the Investment Company Act of 1940, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, and the Bank Secrecy Act as it applies to funds and investment advisers, all as amended from time to time, and the rules and regulations thereunder.

 

  T. “Initial Public Offering or IPO” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registrations, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

  U. “Investment Personnel” include: Covered Persons with direct responsibility and authority to make investment decisions affecting a Clients portfolio (such as fund or portfolio managers); Covered Persons who provide information and advice to such managers (such as securities analysts); Covered Persons who assist in executing investment decisions for a Client (such as traders); and any natural person who Controls the Advisers or the BMO Funds and who obtains information concerning recommendations made to a Client regarding the purchase or sale of securities by a Client. As the context requires, “Investment Personnel” may refer to one or more Covered Persons.

 

  V. “Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

 

  W. “Public Company” means any entity subject to the reporting requirements of the Securities Exchange Act of 1934.

 

  X. “Purchase or sale of a Security” includes the purchase, sale or writing of an option to purchase or sell a Security. A Security is “ being considered for purchase or sale ” when a recommendation to purchase or sell a Security has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

 

  Y. “Reportable Account” means any account in which any securities are held for the Covered Person’s direct or indirect benefit. This includes but is not limited to broker-dealer accounts, trust accounts, pension accounts, deferred compensation plans, employee stock purchase plans, accounts managed by third party managers, and any other account that may hold a Security such as 401(k), 403(b), directly held Reportable Fund accounts, and 529 Plans.

 

  Z. “Reportable Fund” means each investment company (and any series or portfolios of such company) registered under the Investment Company Act that is advised or sub-advised by the Advisers or its Affiliates. Reportable Funds include common and collective funds, private funds, and any other pooled vehicle advised or sub-advised by the BMO Entities. Reportable Funds do not include money market funds.

 

7


  AA. “Reportable Security” shall have the same meaning as “Security” defined below, except that Reportable Securities include Exchange Traded Funds (“ETFs”) but do not include:

 

  i. Direct obligations of the Government of the United States;

 

  ii. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

 

  iii. Shares issued by non-affiliated open-end U.S. registered investment companies and non-affiliated common and collective trusts; and

 

  iv. Shares issued by money market funds, including BMO and Virtus Money Market Funds.

As circumstances warrant for the equitable administration of this Code, the Compliance Department may construe the definition of “Reportable Security” on a case-by-case basis as matters are presented to it, to take into account the exemptions and exclusions from the definition of “Security” adopted under the Federal Securities Laws.

 

  BB. “Security” shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act or Section 202(a)(18) of the Advisers Act. Security means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, reorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

 

  CC. “Supervised Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of a BMO Entity, or other person who provides investment advice on behalf of the BMO Entity and is subject to the supervision and Control of the BMO Entity. In addition, any employee of an Affiliate who is licensed as, or considered, an investment adviser representative of one of the Advisers and certain members of their staff are considered Supervised Persons of such Adviser. Additionally, based on circumstance, the Designated Reporting Persons or his or her designee may consider non-employees of the BMO Entities to be Supervised Persons and subject to this Code. The Designated Reporting Persons (or his or her designee) will maintain a list of all Supervised Persons and provide each Supervised Person with notification of his or her status as such, this Code and any amendments.

 

8


III. S TANDARDS OF C ONDUCT AND C OMPLIANCE WITH L AWS

As a fiduciary to our clients, the BMO Entities strive to act in the best interest of our clients and Fund shareholders and to place their interests ahead of our own. We believe over the long run the BMO Entities’ interests will be best served by this philosophy. This Code of Ethics is based on concepts of fiduciary duty, securities laws, and internal policies adopted by the BMO Entities. It is intended to promote the highest standards of ethical and professional conduct.

Covered Persons must not disclose, directly or indirectly, any Confidential Information to anyone other than to the Client, to authorized persons of the BMO Entities, to authorized agents so that they may discharge their professional duties, to other persons as the Client authorizes and when such information is legally required to be disclosed, e.g., when duly requested by regulatory authorities or a court. Covered Persons also must not use, directly or indirectly, any Confidential Information for their personal benefit, e.g., front-running Client transactions.

Furthermore, Covered Persons shall not (directly or indirectly) in connection with securities-related and advisory-related activities:

 

   

Employ any device, scheme or artifice to defraud;

 

   

Make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading;

 

   

Engage in any transaction, practice or course of business which operates or would operate as a fraud or deceit upon any person; or

 

   

Engage in any act, practice or course of business which is fraudulent, deceptive or manipulative.

Section VI of the Code deals with personal securities trading by Covered Persons. The general fiduciary principles that govern personal investment activities are:

 

   

The duty at all times to place the interests of Clients, and Fund shareholders first;

 

   

The requirement that all personal securities transactions be conducted in such a manner as to be consistent with the Code and to avoid any actual or potential conflict of interest or any abuse of a Covered Person’s position of trust and responsibility; and

 

   

The principle that the BMO Entities’ personnel should not take inappropriate advantage of their positions.

We recognize that independence in the investment decision-making process is vital. Causing a portfolio to take action or to fail to take action for the purpose of achieving a personal benefit rather than to benefit the portfolio is a violation of this Code. Investment Personnel have an affirmative duty to bring suitable securities to the attention of those making investment decisions. Consequently, the failure to recommend or buy a suitable security for a Client or Fund in order to avoid the appearance of conflict from a personal transaction in that security will be considered a violation of this Code. Inducing or causing a Client to take action, or to fail to take action, for the purpose of achieving a personal benefit, rather than a benefit for a Client is a violation of this Code. Examples of this would

 

9


include causing a Client to purchase a Security owned by the Covered Person for the purpose of supporting or driving up the price of the Security, and causing the Client to refrain from selling a Security in an attempt to protect the value of the Covered Person’s investment, such as an outstanding option.

Using knowledge of Client portfolio transactions to profit by the market effect of such transactions is a violation of this Code. This could be a single, series or pattern of Securities transactions by Covered Persons. However, it is important to note that a violation could result from a single, series or pattern of transactions if the circumstances warranted a finding that the provisions of this Code have been violated.

 

IV. I NSIDER T RADING AND THE P ROTECTION OF M ATERIAL N ON -P UBLIC I NFORMATION

“Insider Trading” is generally understood as the purchase or sale of securities while in possession of “inside information” i.e., material, non-public information (information not available to the general public but important in making a decision to buy or sell a security). “Insider trading” includes making such information available (“tipping”), directly or indirectly, to others who may trade based on that information.

A Covered Person who becomes aware of material information that has not been disclosed to the marketplace generally should not, without first discussing the matter with your Designated Reporting Person or a member of the BMO Entities Legal Department,

 

   

Engage in any act, practice or course of business which is fraudulent, deceptive or manipulative;

 

   

Trade in (purchase or sell) the securities of the company to which the information relates, either on behalf of a Client or for his or her own or a related account;

 

   

Recommend transactions in such securities; or

 

   

Disclose that information (tip) to others.

These restrictions apply if such information has been acquired improperly or, though acquired properly, has been obtained in circumstances in which there is a reasonable expectation that it will not be used for trading purposes, or where the information relates to a tender offer and came from a tender offer participant.

In particular, no employee should trade, tip, or recommend the securities of any issuer having obtained material nonpublic information on a confidential basis, from an insider in breach of his or her duty, or through misappropriation. On the other hand, there is no prohibition against using information obtained legitimately through one’s own analyses or appropriate investigative efforts.

Any Covered Person who acquires material nonpublic information may not discuss that company with others, other than to report such fact to your Designated Reporting Person and/or a member of the BMO Entities Legal Department. Once material nonpublic information has been disclosed to a person, he or she is precluded from trading in the security to which that information relates, making any comment which could be viewed as a recommendation, or otherwise further disclosing the information, as long as he or she possesses material nonpublic information. In this regard, particular restraint should be exercised to avoid the transmission of information which is not likely to become public in the short term.

 

10


Materiality. Information is “material” if it has market significance, that is, if its public dissemination is likely to affect the market value of securities, or if it is otherwise information that a reasonable investor would want to know before making an investment decision.

While it is impossible to list all types of information which might be deemed material under particular circumstances, information dealing with the following subjects is often found to be material:

 

   

Earnings estimates and other financial projections

 

   

Dividends

 

   

Major new discoveries or advances in research

 

   

Acquisitions, including mergers and tender offers

 

   

Sales of substantial assets

 

   

Changes in debt ratings

 

   

Significant write-downs of assets or additions to reserves for bad debts or contingent liabilities

On the other hand, information is generally not material if its public dissemination would not have a market impact, or if the information would not likely influence a reasonable investor making an investment decision. Since such judgments may ultimately be challenged with the benefit of hindsight, and the consequences of a wrong decision are potentially severe, an employee should contact their Designated Reporting Person for advice as to whether particular information is material

Nonpublic. Information that has not been disclosed to the public generally is “nonpublic.” To demonstrate that certain information is public, the Covered Person should be able to point to some fact showing that it is widely available. Information would generally be deemed widely available if it has been disclosed, for example, in the broad tape, Wall Street Journal, or widely circulated public disclosure documents, such as prospectuses, annual reports, or proxy statements.

Nonpublic information may include, but is not limited to;

 

   

Information available to a select group of analysts or brokers or institutional investors,

 

   

Undisclosed facts which are the subject of rumors, even if the rumors are widely circulated, and

 

   

Information that has been imparted on a confidential basis, unless and until the information is made public and enough time has elapsed for the market to respond to a public announcement of the information.

Information from Affiliates. Because the BMO Entities are under common control with affiliate banks and other financial institutions, all of which could be a source of nonpublic information, the BMO Entities’ employees must be particularly careful to consider the nature of the information they receive before using it. Use of “insider” information obtained from an Affiliate of Bank of Montreal is prohibited and could subject both the BMO Entities and the Affiliate to penalties for insider trading.

Information Obtained on a Confidential Basis. When the BMO Entities’ employee obtains information from a source with the expectation that he or she will keep such information confidential, the BMO Entities and its employees are prohibited from using that information to trade, tip, or recommend securities and such confidential information may not be given to affiliates of the BMO Entities. The expectation of confidentiality may be either explicitly set forth or implied by the nature of the BMO Entities relationship with the source of the information.

 

11


Information Obtained through a Breach of Fiduciary Duty. Even in the absence of an expectation of confidentiality, the BMO Entities’ employees are prohibited from trading, tipping, or recommending securities on the basis of material nonpublic information disclosed by an insider in breach of a fiduciary or similar duty.

Information Obtained Through Misappropriation. “Misappropriated” information is information that has been improperly obtained or, though obtained properly, is being used improperly for a purpose contrary to the purpose for which it was given. For example, if a printer, a commercial banker, or a lawyer passes along to others material nonpublic information entrusted to him or her by a Client, misappropriation may have occurred. Thus, if such a person divulges the information to a person who knows of that relationship, and the person trades, tips, or recommends the Client’s securities, liability as a “tippee” with respect to the misappropriated information may be found. For this reason, absent approval by your Designated Reporting Person on the basis of a full exploration of the facts, no employee may trade, tip, or make recommendations regarding affected securities where he or she has reason to believe the information has been misappropriated.

Any violation of the procedures in this Section, or any other disclosure or use of material nonpublic information, should be reported to your Designated Reporting Person immediately. Violations may result in disciplinary action taken by the Compliance Committee with potential further SEC or regulatory sanctions.

Any question as to the applicability or interpretation of these guidelines or the propriety of any desired action must be discussed with your Designated Reporting Person prior to trading or disclosure of the information.

 

V. M ARKET M ANIPULATION

The BMO Entities prohibits any member, officer, director, employee or other Covered Person from engaging in rumor creation or dissemination involving knowingly putting false information into the market in order to artificially change the stock price of any publicly-traded security, or from engaging in fraud and manipulation with the intent to profit. This conduct is frequently referred to as market manipulation. This policy applies to all Covered Persons and extends to activities within and outside their duties at the BMO Entities.

The term “market manipulation” is not specifically delineated in the federal securities laws, however, the laws refer to the prohibition against creating and disseminating false or misleading statements, or to the prohibition against fraud and manipulation. Market manipulation is viewed as an emerging area of the law. The Securities and Exchange Commission has not pursued many such cases in the past because of the difficulty of tracing where a false rumor originates and of proving it was knowingly false. But now the increased use of technologies, such as emails, instant messages, and other electronic communications, which enable the quick spread of rumors, are enabling law enforcement officials to track down the origin of false rumors and prove that they were knowingly false.

While the laws concerning market manipulation are not static, it is generally understood that the laws prohibit:

 

   

Knowingly creating and/or disseminating information that is nonpublic, false, or speculative without factual support.

 

   

Disseminating information from unknown or unidentified sources.

 

12


Market manipulation involves knowingly putting false information into the market in order to artificially change the stock price of any publicly-traded security, or engaging in fraud and manipulation with the intent to profit. This becomes particularly important when a firm owns the securities in question. A rumor can be disseminated through all forms of communication, including, but not limited to, emails, instant messages, blogs, chat rooms, telephones, faxes, messages, letters, and memos. It can entail creating a false rumor, but can also occur through the omission of a material fact. It can be in the form of a statement or a question. The materiality of the rumor is considered, i.e. it must be reasonably likely to affect the stock price or the value of the target toward which the rumor is directed.

The BMO Entities prohibits any Covered Person from knowingly creating and/or disseminating information that is nonpublic, false, or speculative without factual support. Because intent to manipulate is presumed if a rumor is traced back to an individual or firm that profited from the rumor, members, officers, directors and employees are prohibited from entering any securities-related chat rooms or posting on securities-related blogs to avoid “inadvertent” manipulation.

The BMO Entities also prohibits any Covered Person from disseminating information from unknown or identified sources. Even if it is not clear that a rumor is false at the time, you can still be charged if you assisted in disseminating the rumor. As such, dissemination must be limited to information that is derived from known and/or reliable sources.

Employees who believe they may have inadvertently (or consciously) manipulated the market or employees who believe they may have been pressured into such actions are expected to immediately report such actions to their Designated Reporting Person.

 

VI. P ERSONAL S ECURITIES T RADING AND R EPORTING

The Code requires Covered Persons to conduct any personal securities trading activities in compliance with the provisions of the Code and to periodically report their personal securities transactions and holdings to the Compliance Department. Personal trading activities of a Covered Person include transactions in accounts in which the Covered Person has any direct or indirect Beneficial Ownership, which includes immediate family members sharing the Covered Person’s household (See definition of Beneficial Ownership, on page 5).

Covered Persons must submit holdings and transaction reports for Reportable Securities in which the Covered Person has, or acquires, any direct or indirect Beneficial Ownership. Reporting obligations may be met by submitting the necessary reports on the Sungard Protegent PTA (“Protegent PTA”) web-based personal trade monitoring system located on the intranet via the following address; https://mi.ptaconnect.com/pta/pages/logon.jsp .

Certain Supervised Persons of the Advisers who are not considered Access Persons are not subject to the pre-clearance requirements detailed in Section VI.A.i below except related to Limited Offerings and IPOs. Such Supervised Persons will be notified if they are not subject to the pre-clearance requirements.

 

  A. Personal Trading Procedures

Personal transactions by a Covered Person, or immediate family member sharing the Covered Person’s household, whether a transaction is a purchase or sale, in any Reportable Security that the Covered Person has direct or indirect Beneficial Ownership shall be prohibited if the Covered Person knows, or should have known, at the time the personal transaction was contemplated that such a purchase or sale; (i) is being considered for purchase or sale by a Client or (ii) is being purchased or sold by a Client, including but not limited to, portfolio re-optimizations, unless the personal transaction meets a pre-clearance exception listed below in Section VI.A.ii below.

 

13


  i. Trading Guidelines and Restrictions

1. Pre-Clearance Requirements – Covered Persons must pre-clear every purchase or sale of a Reportable Security in which the Covered Person has a Beneficial Ownership in a Reportable Account, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii. Equity-related and Fixed Income securities must be pre-cleared using Protegent PTA. Pre-clearance approval and the receipt of express prior pre-clearance approval does not exempt you from the prohibitions outlined in this Code.

 

   

Pre-clearance approval may be granted between 8:30a.m. CT and 3p.m. CT.

 

   

Pre-clearance approval remains in effect until the end of the trading day on which it was granted.

 

   

When trading options, the Covered Person must pre-clear the underlying security before entering into the option contract.

 

   

When entering limit orders for transactions that do not meet the de minimis exemption, Covered Persons must obtain pre-clearance approval each day the order is outstanding.

2. Limited Offerings – All Covered Persons may not acquire Securities for their personal accounts in a Limited Offering unless;

 

   

such transaction otherwise comply with all other provisions of this Code;

 

   

the Covered Person submits the full details of the proposed transaction.to its Designated Reporting Person, including written certification that the investment opportunity did not arise by virtue of the Covered Person’s position with BMO, the BMO Entities or their Affiliate;

 

   

The Designated Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other BMO investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted pre-clearance approval.

The Covered Person, after purchasing an approved Limited Offering, may not participate in any investment decision making regarding that Limited Offering for any Client. As such, a recommendation to a Client of the BMO Entities to purchase or sell Securities of such an issuer (following a purchase by a Covered Person in an approved personal transaction) will be subject to an independent review by the President of the Adviser (or his or her designee), so long as the person conducting such review has no personal interest in the issuer. The Covered Person will affirmatively disclose to the Chief Compliance Officer any such independent review.

 

14


3. Initial Public Offerings (IPOs) – All Covered Persons are prohibited from acquiring any Security distributed in an initial public offering (“IPO”), until trading of the Security commences in the secondary market. This restriction also applies to transactions in IPO’s in an account where the Covered Person has granted full discretionary authority to an Approved Third Party Manager. The Compliance Department reserves the right to contact your Approved Third Party Manager to verify they are not participating in IPO’s in your account.

4. Blackout Periods –

 

  a. All Covered Persons are prohibited from executing a personal transaction in any Reportable Security on a day during which a Client has a pending “buy” or “sell” order for that Reportable Security, and for seven (7) calendar days after a Client purchases or sells the same Reportable Security. Any purchases or sales of any Reportable Security by an Covered Person within seven (7) days before a Client purchases or sells the same Reportable Security are subject to review on a case-by-case basis for purposes of determining whether a violation of this Code has or may have occurred, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii.

 

  b. All Covered Persons, with knowledge of a reoptimation, are prohibited from executing a personal transaction in any Reportable Security from, unless a personal transaction meets a pre-clearance exception listed under Section VI.A.ii;

 

  (i) the time of dissemination of the output of any investment model until the time of publication of the final list of pending transactions based upon the investment model; and

 

  (ii) from the time of publication of the final list of pending transactions based upon the investment model until seven (7) calendar days after a Client account has completed its transactions in that security.

5. When purchasing, exchanging, or redeeming shares of a Reportable Fund, Covered Persons must comply in all respects with the policies and standards set forth in the then current prospectus, including restrictions on short-term trading.

6. Short-Term Trading – Covered Persons are generally discouraged from engaging in short-term speculative trading, excessive trading and trading which interferes the Covered Person’s job responsibilities.

 

15


7. BMO Securities – Covered Persons are prohibited from engaging in transactions in Bank of Montreal Securities or related financial instruments that are:

 

  a. call or put options or short selling (selling directly or indirectly, Bank of Montreal Securities or related financial instruments that you do not own); or

 

  b. transactions (e.g., monetization transactions, forward sale contracts, equity swaps, collars, purchases of units of exchange funds, entering into exchange contracts or limited recourse loans secured primarily by Bank of Montreal Securities, etc) if those transactions are designed to hedge or offset the economic risk of holding Bank of Montreal Securities or related financial instruments.

 

  ii. Exceptions from Pre-Clearance Requirements

The following exceptions are from pre-clearance only ; please see Section B for applicable reporting requirements.

Covered Persons are not required to pre-clear the following:

 

  1. Purchases or sales of (2,000) common shares or less (or the purchase, sale, writing of, the right to or voluntary exercise of 20 options contracts or less) in a public company or closed-end mutual fund whose market capitalization is greater than $5 billion at the time of the purchase or sale;

 

  2. Transactions over which the Covered Person has no control, such as the expiration of an option contract or option exercise thresholds that trigger an automatic exercise of options;

 

  3. Purchases or sales in Exchange Traded Funds (ETFs) including options on ETFs;

 

  4. Transactions in a Reportable Fund, except that a Covered Person of the Adviser or sub-Adviser to the Reportable Fund must pre-clear such transaction;

 

  5. Transactions in a Bank of Montreal (BMO) 401(k) plans, except for transactions in Reportable Funds as described above.

 

  6. Purchases or sales in foreign currency futures or forwards;

 

  7. Purchases or sales of options, futures, or forwards on broad-based indices, defined as indices consisting of 100 names or more;

 

  8. The execution of options of BMO acquired as the result of employment at BMO or its Affiliates, subject to any applicable BMO trading windows;

 

  9. Purchases which are made through an Automatic Investment Plan;

 

16


  10. Purchases made through the ESPP or 401(k) that are a part of an automatic payroll deduction plan whereby an employee purchases securities issued by an employer or a Reportable Fund; however, any sale or other purchase of a Reportable Fund or employer securities in a 401(k) or the sale of securities purchased through the ESPP are subject to the pre-clearance requirements described herein.

 

  11. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and any sales of such rights so acquired;

 

  12. The acquisition of Reportable Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

 

  13. Purchases which (upon advance notification and approval from your Designated Reporting Person or his or her designee) are part of an offering(s) made available to a member of the Covered Person’s household solely by virtue of that person’s employment;

 

  14. Purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control with and Approved Third Party Manager(s). However, if prior to making any request you advised the discretionary account manager to enter into or refrain from a specific transaction or class of transactions, you must first consult your Designated Reporting Person and obtain approval prior to making such request; or

 

  15. Any transaction in which your Designated Reporting Person or his or her designee determines that the nature of the Security traded or the facts surrounding the transaction are sufficient enough to make pre-clearance unwarranted.

 

  B. Reporting Requirements

Failure to complete the reports described in this Section of the Code in the specified timeframe is a violation of Rule 17j-1 and Rule 204A-1 under the Investment Company Act and the Advisers Act, respectively, as well as the Code. Covered Persons reporting obligations may be met by submitting the necessary reports on Protegent PTA. The Compliance Department generally maintains these reports within Protegent PTA.

Any report submitted pursuant to this Section may contain a statement that the report shall not be construed as an admission by the Covered Person that such person has in fact any direct or indirect Beneficial Ownership in the securities to which the report relates.

 

  i. Initial and Annual Holdings Reports

Within ten calendar days of becoming a Covered Person, Covered Persons must submit an Initial Report listing all Reportable Accounts along with any in which they are a Beneficial Owner and all holdings within these accounts. Furthermore, annually, Covered Persons must report all Reportable Accounts along with any in which they are a Beneficial Owner and all transactions within these accounts unless the transaction is an Exempt Transaction.

 

17


  1. Every Covered Person shall report the information described below to their Designated Reporting Person (or his or her designee):

 

  a. The full name (title), description (type and exchange ticker symbol or CUSIP number), number of shares and principal amount of each Reportable Security in which the Covered Person or any immediate family member sharing the same household had any direct or indirect Beneficial Ownership when the person became a Covered Person;

 

  b. The name of any broker, dealer or bank maintaining an account in which any Securities that the Covered Person has any indirect or direct Beneficial Ownership are held; and

 

  c. Date the report is submitted and signature.

 

  2. Covered Persons are required to submit a Holdings Report:

 

  a. No later than 10 calendar days after the person becomes a Covered Person, an initial holdings report listing all of the information described above which must be current as of a date no more than 45 days prior to the date the person becomes a Covered Person; and

 

  b. By February 14 of each year, an annual holdings report listing all of the information described above as of December 31 of the prior year.

 

  3. Covered Persons are not required to report holdings in any account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account (i.e., Approved Third Party Manager Accounts).

 

  ii. Quarterly Transaction Reports

 

  1. Within 30 calendar days after the end of each quarter, each Covered Person will provide their Designated Reporting Person (or his or her designee) with a transaction report covering, at a minimum, all transactions during the most recent quarter in which the Covered Person had any direct or indirect Beneficial Ownership (the “Quarterly Transaction Report”) containing the following information:

 

  a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, the number of shares and the principal amount of each Reportable Security involved;

 

  b. The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition such as a gift or charitable contribution);

 

  c. The price at which the transaction was effected;

 

  d. The name of the broker, dealer or bank with or through which the transaction was effected;

 

18


  e. Going forward on a quarterly basis you must certify that any personal investments effected during the quarter were done in compliance with this Code.

 

  f. Date the report is submitted and signature; and

 

  g. If there were no personal transactions in Reportable Securities during the period, either a statement to that effect or the word “None” (or some similar designation).

 

  2. Covered Persons are not required to report:

 

  a. Purchases which are made through an automatic investment plans;

 

  b. Purchases made through the ESPP or 401(k) that are a part of an automatic payroll deduction plan whereby an employee purchases securities issued by an employer; However, any transaction that overrides the pre-set schedule or allocations of the automatic investment plan must be pre-cleared, as appropriate, and reported. If a Covered Person makes a change that will remain in effect for the following periods, such change will not be considered to be an “override.” For example, if a Covered Person decides to increase his routine automatic contribution into a Reportable Security from $1,000 to $2,000, and this change will remain in effect for the foreseeable future, he does not need to pre-clear or report this. However, if a Covered Person is increasing his automatic contribution from $1,000 to $2,000 as a one-time occurrence, and the following automatic investment will revert back to the $1,000 following the $2,000 transaction, then this transaction must be reported and possibly pre-cleared depending on the type of security (please refer to Section VI.A);

 

  c. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer, and any sales of such rights so acquired;

 

  d. The acquisition of Reportable Securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

 

  e. Purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account.

 

19


  iii. New Reportable Accounts Reports

Covered Persons will be required to disclose to their Designated Reporting Person (or his or her designee) any new broker, dealer or bank accounts established during the previous quarter in which any Securities that the Covered Person has any indirect or direct Beneficial Ownership were held during the quarter. Ideally, Covered Persons should report new brokerage accounts when they are opened. The report shall include;

 

   

The name of the broker, dealer or bank with whom the Covered Person established the account,

 

   

The date the account was established, and

 

   

The date the report was submitted.

 

  C. Duplicate Statements and Use of Approved Broker for Reportable Accounts

The Compliance Department may request duplicate copies of trade confirmations and periodic account statements for Reportable Accounts from brokers. Such confirmations and statements may be received through Protegent PTA.

 

  D. Third Party Managers Account Approval

As described above, Covered Persons are not required to provide initial or annual holdings or quarterly transaction reports on any Reportable Account over which the Covered Person has no direct or indirect influence or control, other than the right to terminate the account, such as an account where the Covered Person has granted full discretionary authority to a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity. In these situations, the Covered Person must provide to its Designated Reporting Person;

 

   

the terms of each account relationship (“Agreement” and any amendment to the Agreement) in writing; and

 

   

a certification to its Designated Reporting Person at the time such account relationship commences, and annually thereafter, that such Covered Person does not have direct or indirect influence or control over the account, other than the right to terminate the account.

The Compliance Department reserves the right to request confirmations and statements on such Third Party Manager Account.

 

VII. G IFTS AND E NTERTAINMENT P OLICY

 

  A. Gifts

No Covered Person shall accept or provide a gift worth more than $100, in aggregate within any 12-month period, from or to any outside person or entity that does business, or seeks to do business, with the BMO Entities for which the Covered Person performs duties or over which the Covered Person exercises managerial influence, without prior approval from the Designated Reporting Person. The affiliates and agents of an outside person or entity shall be considered a single person. Under no circumstances should cash or cash equivalent gifts be given to or accepted from any outside person or entity, including gift cards.

 

20


Notwithstanding the above, the aggregate gift limit only (i.e., such gifts must be still reported as described below) does not apply to the following items:

 

  i. The offer or acceptance of gifts, meals, refreshments, or entertainment of reasonable value, which is generally $100 or less, that are related to commonly recognized major events related to employment, such as a promotion, new job, etc.; or

 

  ii.

The offer or acceptance of personal gifts such as a wedding gift or a congratulatory gift for the birth of a child, provided that these gifts are not given as a result of the business relationship 1 and the individual giving the gift bears the cost of the gift and not the employer (e.g., the gift is not paid for by the BMO Entity, or its affiliates, or any entity with which they transact business).

Any gifts offered or received, unless exempted from the definition of “gift” below, must be reported by the Covered Person no less frequently than quarterly. The report must include a description of the gift given or received, the name of the person receiving or giving the gift and the estimated value of the gift. This reporting obligation can be met by submitting a gift reporting form through PTA.

Furthermore, the following items are exempted from the definition of “gift” under this policy:

 

   

Salaries, wages, fees or other compensation paid, or expenses paid or reimbursed, in the usual scope of an Covered Person’s employment responsibilities for the Covered Person’s employer;

 

   

The offer or acceptance of meals, refreshments or entertainment of reasonable value in the course of a meeting or other occasion, the purpose of which is to hold bona fide business discussions;

 

   

The offer or acceptance of advertising or promotional material of nominal value, which is generally $50 or less, such as pens, pencils, note pads, key chains, calendars and similar items;

 

   

The offer or acceptance of awards, from an employer to an employee, for recognition of service and accomplishment.

 

  B. Entertainment

No Covered Person shall provide or accept any business entertainment to or from any outside person or entity unless the entertainment is considered to be a customary business practice, is reasonable under the circumstances, and is not so excessive, frequent, lavish, or extravagant as to raise questions of propriety.

 

1  

For example, in situations where there is a pre-existing personal or family relationship between the person giving the gift and the recipient.

 

21


Moreover, any such business entertainment shall only be permitted if;

 

   

The Covered Person shall be in attendance;

 

   

The entertainment is for business purposes;

 

   

The Covered Person’s travel and lodging related to the business entertainment is paid for by a BMO line of Business.

 

  C. Special Considerations for Certain Client Types

Regulations related to the investment management of state or municipal pension funds and other retirement plans often severely restrict or prohibit the offer of gifts or entertainment of any value to government officials (elected officials and employees of elected officials) who have involvement or influence over the selection of an investment manager. Prior to providing any gift or entertainment, the Covered Person will generally consult with such individuals.

Keep in mind your specific department may have additional policies and procedures that you need to adhere and may restrict any gifts or entertainment to government officials or agents of retirement plans.

 

VIII.   S ERVICE AS B OARD D IRECTOR OR M EMBER

All Covered Persons are prohibited from serving on the boards of directors of any Public Company, absent express prior authorization from the Compliance Committee. Authorization to serve on the board of a Public Company may be granted in instances where the Compliance Committee determines that such board service would be consistent with the interests of a Client, including shareholders of the Company. If prior approval to serve as a director of a Public Company is granted, a Covered Person has an affirmative duty to excuse himself from participating in any deliberations by the BMO Entities regarding possible investments in the securities issued by the Public Company on whose board the Covered Person sits.

 

IX. C ERTIFICATION AND A CKNOWLEDGEMENT OF THE C ODE AND I TS P ROVISIONS

The Designated Reporting Person (or his or her designee) is responsible for notifying Covered Persons of their status and obligations under this Code and for providing to each of those individuals a copy of this Code and copies of amendments from time to time.

Upon becoming a Covered Person and annually by February 14 of each year, every Covered Person will provide their Designated Reporting Person (or his or her designee) with certification that he or she has received, read, and understands the provisions of this Code, and that they recognize that they are subject to its provisions. The annual certification shall also include a statement that, during the prior year, the Covered Person has complied with the requirements of this Code and that the Covered Person has disclosed or reported all personal transactions in Reportable Securities that are required to be disclosed or reported pursuant to the requirements of this Code.

In addition, should there be any material amendments to the Code, as determined by your Designated Reporting Person, each Covered Persons will be asked to certify that he or she has received, read and understands the provisions of this Code.

 

22


X. D ISINTERESTED D IRECTORS

 

  A. Prohibited Securities Transactions

1. No Disinterested Director shall purchase or sell, directly or indirectly, any security in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership or interest when the Disinterested Director knows or has reason to believe that securities of the same class are being purchased or sold or considered for purchase or sale by the or any series thereof, until those transactions have been completed or consideration of such transactions is abandoned.

This prohibition does not apply to any transaction in an investment advisory account of any Disinterested Director (either alone or with others) over which the investment adviser for the account exercises investment discretion if the Disinterested Director did not have knowledge of the transaction until after the transaction had been executed.

 

  B. Exempted Transactions

The provisions of this Code are not intended to restrict unnecessarily the personal investment activities of Disinterested Directors. Therefore, the provisions of Section X.A of this Code shall not apply to:

 

  1. Purchases or sales over which a Disinterested Director has no direct or indirect influence or control;

 

  2. Purchases or sales of securities that are not eligible for purchase or sale by a BMO Fund;

 

  3. Purchases or sales that are non-volitional on the part of either the Disinterested Director or a Fund;

 

  4. Purchases that are part of an automatic investment or dividend reinvestment plan;

 

  5. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

 

  6. Purchases or sales that receive the prior approval of the BMO Funds Chief Compliance Officer on the ground that they are not inconsistent with this Code or the provisions of Rule 17-j-l(a).

 

  C. Reporting Securities Transactions

 

  1. Duty to Report —If any Disinterested Director has a Beneficial Ownership in a transaction in a security and at the time of the transaction knew, or in the ordinary course of fulfilling his or her official duties as a director should have known, that on the day of the transaction or within 15 days before or after that day a purchase or sale of that class of security was made or being considered for a Fund, he or she shall report the transaction to the Chief Compliance Officer within 30 days after the end of the calendar quarter in which the transaction occurred.

 

23


  2. Form of Report —A report pursuant to Section X.C.i may be in any form, such as that in Exhibit A, (including a copy of a confirmation or monthly brokerage statement) but must include:

 

  a. The date of the transaction;

 

  b. The title, interest rate and maturity date (if applicable), number of shares, and the principal amount (if applicable) of the security;

 

  c. The nature of the transaction (i.e., purchase, sale, gift, or other type of acquisition or disposition);

 

  d. The price at which the transaction was effected;

 

  e. The name of the broker, dealer or bank with or through whom the transaction was effected;

 

  f. The name of the reporting person; and

 

  g. The date on which the report is submitted.

 

  3. Initial and Annual Holdings Reports —Disinterested Directors shall not be required to complete and submit Initial and Annual Holdings Reports.

 

  D. Transactions with a Fund or the BMO Funds

No Disinterested Director will knowingly sell to or purchase from a Fund any security or other property except securities issued by a Fund.

 

XI. W AIVERS BY THE D ESIGNATED R EPORTING P ERSON

The Designated Reporting Person or his or her designee may, in his or her discretion, waive compliance by a Covered Person with the provisions of the Code, if he or she finds that such a waiver:

 

   

is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;

 

   

will not be inconsistent with the purposes and objectives of the Code;

 

   

will not adversely affect the interests of any Client of the Advisers or the interests of the Adviser or its affiliates; and

 

   

will not result in a transaction or conduct that would violate provisions of applicable laws or regulations. Any waiver shall be in writing and shall contain a statement of the basis for the waiver.

 

XII. R EVIEWING AND M ONITORING

The Compliance Department will review all reports required under this Code, and personal trading activity and trading records to identify improper trades or patterns of trading or possible violations of the provisions or spirit of this Code. The Designated Reporting Person may designate one or more individuals to assist with the review of these items.

 

24


The Compliance Department shall institute and periodically review procedures (1) reasonably necessary to prevent violations of this Code and (2) pursuant to which appropriate management or compliance personnel review all reports required by this Code.

 

XIII.   R EPORTING V IOLATIONS AND S ANCTIONS

Covered Persons who are aware of any possible violations of this Code must promptly report them to their Designated Reporting Person. Upon discovering that a Covered Person has not complied with the requirements or spirit of this Code, a Designated Reporting Person shall submit the findings to the Compliance Committee. The Compliance Committee may impose on that Covered Person sanctions the Compliance Committee deems appropriate, including, among other things, the unwinding of the transaction, and the disgorgement of profits, suspension or termination of employment, or removal from office. These sanctions may be assessed individually or in combination. Prior violations by the Covered Person and the degree of responsibility exercised by the Covered Person will be taken into consideration in the assessment of sanctions. In instances where a member of the Covered Person’s household commits the violation, any sanction will be imposed on the Covered Person.

 

XIV.   A NNUAL R EPORT TO AND R EVIEW BY BMO F UNDS B OARD OF D IRECTORS

No less frequently than annually, the Adviser, the sub-adviser to any Fund, the Company’s distributor and the Company are each required to furnish to the Company’s Board of Directors a written report that:

 

  (a) describes any issues arising under the Code of Ethics since the last report to the Board of Directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations; and

 

  (b) certifies that the Adviser and the Company have adopted procedures reasonably necessary to prevent access persons from violating the Code.

In addition, each Adviser to an investment company registered under the Investment Company Act will, no less frequently than annually, also furnish to the respective investment company’s board of directors, the written report described above.

At least annually and, in any case, within months of adopting any material change to this Code, the each Adviser to a registered investment company under the Investment Company Act shall submit to such investment company’s Board of Directors for approval any recommended or previously adopted changes to this Code.

 

XV. R ECORDKEEPING

The Compliance Department will maintain copies of the Code, records of persons subject to reporting under the Code, copies of Covered Persons’ written acknowledgement of receipt of the Code, records of personal securities transactions and holdings reports and the Compliance Department’s review of the same, records of decisions relating to approvals of investments in limited offerings or private placements, records of violations of the Code and actions taken as a result of the violations, and records of the annual reports provided to the BMO Funds’ Board of Directors. These records will be maintained (generally for five full fiscal years) in accordance with applicable laws and rules there under.

 

25


XVI.   F ORM ADV

The Advisers will describe its Code of Ethics in Form ADV Part 2A and, upon request, furnish the clients with a copy of the Code.

 

XVII.   C ONFIDENTIALITY

All reports and records monitored, prepared or maintained pursuant to this Code shall be considered confidential and proprietary to the BMO Entities and shall be maintained and protected accordingly; however, such reports and records may be made available, to the BMO Entities’ Board of Directors, the Board of Directors of investment companies for whom an Adviser provides services, BMO Corporate Audit, regulators, or other appropriate persons as may be reasonable and necessary to accomplish the purpose of this Code.

 

26


EXHIBIT A

BMO F UNDS

T RANSACTION R EPORTING F ORM FOR D ISINTERESTED D IRECTORS

Background. Marshall Funds, Inc. (the “BMO Funds” or “Funds”) has adopted a code of ethics (the “Code of Ethics”) to comply with Rule 17j-1 of the Investment Company Act. The Code of Ethics requires “access persons” to report their personal securities transactions. While the definition of “access person” includes directors of Marshall Funds, a director who is not an “interested person” of the Funds (i.e. a “Disinterested Director”) and who would be required to make a report solely by reason of being a Fund director, is not required to submit initial or annual holdings reports and is only required to report transactions in Securities (as defined by the Code of Ethics) on a quarterly basis if the director knew or, in the ordinary course of fulfilling his or her official duties as a Fund director, should have known that during the 15-day period immediately before or after the director’s transaction in a Security, a Fund purchased or sold the Security, or the Fund or its investment adviser considered purchasing or selling the Security.

Transaction Reporting. Each Disinterested Director shall submit to the Chief Compliance Officer of BMO Asset Management Corp., the Fund’s investment adviser, a list of any applicable transactions, as described above, within 30 days of each calendar quarter end on this Form. To the extent the Disinterested Director does not have any applicable transactions, this Form need not be submitted. The Disinterested Directors will be reminded periodically of their reporting responsibilities. The reporting of any transaction below shall not be construed as an admission of any direct or indirect beneficial ownership in the subject security.

 

 

 

T RANSACTION R ECORD FOR ( Print Name )                                       For the Quarter Ended                                 

I am reporting below all transactions required to be reported for the quarter pursuant to the Code of Ethics.

 

Date of
Transaction

  

Name of Security
and Ticker

   Interest
Rate
   Maturity
Date
   Principal
Amount
   Number of
Shares or Par
   Type of Transaction
(B) (S)  (Other)
   Price    Broker/Bank/Other    Name of Account
(if other  than yourself)

 

 

  

 

  
Disinterested Director Signature    Date   

 

      REVIEWED:                                                                      
      Date       Compliance Review Signature     
      FOLLOW-UP ACTION (if any):                                                                   
            

 

Exhibit A - 1

C OXE A DVISORS LLP

C ODE OF E THICS AND I NSIDER T RADING P OLICY

A S OF

F EBRUARY  1, 2012

 

LOGO


C OXE A DVISORS LLP

C ODE OF E THICS AND I NSIDER T RADING P OLICY

 

I. INTRODUCTION

     4   

II. DEFINITIONS

     5   

III. STANDARDS OF BUSINESS CONDUCT

     10   

IV. PERSONAL TRADING REQUIREMENTS

     11   

A. Pre-Clearance

     11   

B. Blackout Periods

     11   

C. Short Term Trading

     12   

D. Holding Period

     12   

V. REPORTING OF PERSONAL SECURITIES TRANSACTIONS

     12   

A. Initial and Annual Personal Holdings Reports

     12   

B. List of Brokerage Accounts; Duplicate Confirmations and Brokerage Account Statements

     13   

C. Quarterly Transaction Reports

     13   

D. Monitoring of Personal Transactions

     13   

E. Confidentiality of Reporting Under Code of Ethics

     13   

VI. INSIDER TRADING

     14   

A. Insider Trading Policy and Statement

     14   

B. What is Insider Trading?

     14   

C. Who is an Insider?

     14   

D. What is Material Information?

     15   

E. What is Nonpublic Information?

     16   

F. What are the Penalties for Insider Trading?

     16   

VII. PROCEDURES DESIGNED TO DETECT AND PREVENT INSIDER TRADING

     16   

A. Identifying Insider Information

     17   

B. Restricted Access to Material Nonpublic Information

     18   

C. Rumor Control

     18   

D. Restricted List

     19   

VIII. POLICY ON GIFTS AND ENTERTAINING

     20   

A. General Policy

     20   

B. Giving and Accepting Gifts

     20   

C. Entertainment

     21   

IX. POLITICAL AND CHARITABLE CONTRIBUTIONS

     21   

A. Political Contributions

     21   

B. Charitable Contributions

     24   

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   2


X. FOREIGN CORRUPT PRACTICES ACT

     24   

XI. ADMINISTRATION OF CODE OF ETHICS

     24   

XII. CODE VIOLATIONS AND SANCTIONS

     25   

XIII. RECORDKEEPING AND REVIEW

     25   

APPENDIX A: SECURITIES HOLDING REPORT

  

APPENDIX B: CODE OF ETHICS AND SECURITIES TRADING POLICY ACKNOWLEDGEMENT

  

APPENDIX C: ACCESS PERSONS

  

APPENDIX D: HIM CODE OF ETHICS

  

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   3


I. INTRODUCTION

This Code of Ethics and Insider Trading Policy (the “Code”) establishes the standards of conduct and professionalism expected of the Access Persons of Coxe Advisors LLP (“Coxe” or the “Firm”). The Code covers all Access Persons, as defined in Section II. The Code is designed to:

 

   

Educate Access Persons about the Firm’s expectations regarding the Access Person’s conduct and educate Access Persons about the laws and principles governing their conduct;

 

   

Protect the Firm’s clients;

 

   

Instill in Access Persons that they are fiduciaries, in a position of trust, and must act with complete propriety and in the best interests of clients at all times;

 

   

Protect the interests of clients by deterring misconduct by Access Persons of the Firm;

 

   

Protect the reputation of the Firm;

 

   

Guard against violation of the securities laws; and

 

   

Establish procedures for Access Persons to follow in order to comply with the fiduciary and ethical principles espoused by the Code.

In addition to the standards and obligations addressed in the body of this Code, all Coxe Access Persons must adhere to the Code of Business Conduct and Ethics of Harris Investment Management (“HIM”) (the “HIM Code”) to the extent that HIM’s Code is applicable to Coxe Access Persons. Coxe also considers HIM employees or contractors who have access to nonpublic information regarding clients’ purchase or sale of securities, who are involved in making securities recommendations to clients, or who have access to such rnonpublic ecommendations for the Commodity Strategy portfolios to be Access Persons. However, this Code does not apply to any HIM Access Persons. Despite Coxe’s efforts to apply its Code to HIM Access Persons, HIM refuses to allow its Access Persons to be covered by Coxe’s Code. The HIM Code is attached as Appendix G and is considered a part of this Code.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   4


II. DEFINITIONS

Access Person means a Supervised Person who has access to nonpublic information regarding clients’ purchase or sale of securities, is involved in making securities recommendations to clients or who has access to such recommendations that are nonpublic. A Supervised Person who has access to nonpublic information regarding the portfolio holdings of affiliated mutual funds is also an Access Person. According to the SEC, Access Persons will include portfolio management personnel and, in some organizations, client service representatives who communicate investment advice to clients. These employees have information about investment recommendations whose effect may not yet be felt in the marketplace; as such, they may be in a position to take advantage of their inside knowledge. Administrative, technical and clerical personnel may also be Access Persons if their functions or duties give them access to nonpublic information. An Access Person may be a Coxe employee or a Coxe independent contractor. As mentioned above, according to HIM, none of their employees are Access Persons of Coxe. A list of Coxe Access Persons can be found in Appendix C.

Advisers Act means the Investment Advisers Act of 1940, as amended.

Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. Access Persons must provide a copy of their Automatic Investment Plan to the CCO and obtain approval prior to its institution.

Beneficial Ownership is interpreted in the same manner as it would be under Rule 16a-1(a)(2) under the Exchange Act. Under Rule 16a-1(a)(2), beneficial owner means any person who, directly or indirectly through any contract, arrangement, understanding, relationship or otherwise has or shares a direct or indirect pecuniary interest in any security. Although the list is not exhaustive, an Access Person would be the beneficial owner of the following:

 

  1. Securities held in the Access Person’s own name;

 

  2. Securities held with another in joint tenancy, as tenants in common, as tenants by the entirety or in other joint ownership arrangements;

 

  3. Securities held by a bank or broker as a nominee or custodian in the Access Person’s name or pledged as collateral for a loan; and

 

  4. Securities owned by a corporation, trust, partnership or other entity which the Access Person controls, either directly or indirectly, or which is under the Access Person’s common control.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   5


BMO means Bank of Montreal and any and all of its divisions.

Business Contacts means other investment advisers and asset managers; brokers and securities salespersons; law firms; accounting firms; suppliers and vendors; any commodity-exposed company (as defined below) or its officers or employees; and any other individual or organization with whom Coxe has or is considering a business or other relationship, including members of the press and trade organizations. For purposes of this Code, multiple individuals employed by the same entity shall be considered a single business contact.

Client means any individual or entity for whom Coxe serves as investment adviser, including arrangements in which the Firm enters into an investment management agreement with the account holder, or model-provider arrangements through which the Firm provides advice to the registered investment adviser/platform sponsor.

Commodity-Exposed Company or CEC refers to any publicly traded company with a high level of exposure to the commodities markets.

Contribution means (i) a gift, subscription, loan, advance, deposit of money, or anything of value made for the purpose of influencing an election for a federal, state or local office, including any payments for debts incurred in such an election; and (ii) inaugural expenses incurred by a successful candidate for state or local office. The SEC does not consider a donation of time by an individual to be a contribution, provided that the adviser has not solicited the individual’s efforts and the adviser’s resources, such as office space and telephones, are not used. Charitable contributions made by an investment adviser to an organization that qualifies for an exemption from federal taxation under the Internal Revenue Code are not considered to be a Contribution.

Coxe Fund means any domestic or foreign investment vehicle or any pooled investment vehicle for which the Firm provides investment advice, including, without limitation, advice concerning security recommendations and advice concerning allocation among different asset classes or sectors.

Exchange Act means the Securities Exchange Act of 1934, as amended.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   6


Federal Securities Laws means the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act, Title V of GLBA, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act of 1970, as amended, as it applies to investment advisers, and any rules adopted by the SEC or the U.S. Department of the Treasury.

Foreign Corrupt Practices Act is also referred to as FCPA.

Gift includes the giving and receiving of gratuities, merchandise and the enjoyment or use of property or facilities for weekends, vacations, trips, dinners and the like, and may include transportation and lodging costs.

GLBA means the Gramm-Leach-Bliley Act.

HIM means Harris Investment Management, a division of Bank of Montreal/BMO Asset Management.

Immediate Family means any of the following relationships sharing the same household: child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, including adoptive relationships, as well as minor children not sharing the same household (e.g., boarding school) or dependents not sharing the same household but over which an Access Person maintains beneficial ownership.

Initial Public Offering or IPO means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act.

Investment Company Act means the Investment Company Act of 1940, as amended.

Limited Offering means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) thereof, or pursuant to Regulation D (Rules 504, 505 or 506). Securities issued by any private collective investment vehicle, commonly referred to as a hedge fund, are included within this term.

Pecuniary Interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. An indirect pecuniary interest includes:

 

  1. Securities held by a member of an Access Person’s immediate family. Access Person’s may request that a member of his or her immediate family be excluded from the reach of the Code by contacting the CCO and demonstrating why it would be appropriate.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   7


  2. A general partner’s proportionate interest in the portfolio securities held by a general or limited partnership.

 

  3. A person’s right to dividends that is separated or separable from the securities.

 

  4. A trustee’s pecuniary interest in securities holdings of a trust and any pecuniary interest of any immediate family member of such trustee (such pecuniary interest being to the extent of the beneficiary’s pro rata interest in the trust).

 

  5. A beneficiary of a trust if:

 

  a. The beneficiary shares investment control with the trustee (such pecuniary interest being to the extent of the beneficiary’s pro rata interest in the trust); or

 

  b. The beneficiary has investment control with respect to a trust transaction without consultation with the trustee.

 

  6. Remainder interests do not create a pecuniary interest unless the person with such interest has the power, directly or indirectly, to exercise or share investment control over the trust.

 

  7. A settlor or grantor of a trust if such person reserves the right to revoke the trust without the consent of another person, unless the settlor or grantor does not exercise or share investment control over the securities. A shareholder will not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

Political Official means political candidates, successful candidates and officials of any state or locality. This includes federal officials running for state or local office and state and local officials running for federal office.

Publication means any official materials written by a Coxe Access Person and published by Coxe without regard to whether Coxe distributes such materials directly or whether such materials are distributed through third party distribution arrangements; any teleconference or webcast in which a Coxe Access Person makes a presentation concerning investment recommendations (and any transcript of same) without regard to whether the Firm hosts such presentations directly or presents through a third party host; and any paid speaking appearance by a Coxe Access Person that references an investment recommendation made by the Firm.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   8


Purchase or Sale of a Security includes, among other things, the writing of an option to purchase or sell a security.

Reportable Security means any security reportable under this Code, and generally will include all securities, but for purposes of this Code will not include:

 

  1. Direct obligations of the U.S government;

 

  2. Bankers’ acceptances, bank certificates of deposit, commercial paper and high-quality short-term debt instruments, including repurchase agreements;

 

  3. Shares issued by money market mutual funds;

 

  4. Shares issued by unaffiliated open-end mutual funds; and

 

  5. Shares issued by unit investment trusts that are invested exclusively in one or more unaffiliated open-end mutual funds.

Exchange Traded Funds (“ETFs”) are treated as reportable securities.

Restricted List means the list of securities in which trading by Access Persons is prohibited, and also includes options or derivatives on such securities. The Firm maintains two Restricted Lists, one as it relates to portfolio recommendations, the other as it relates to Publications.

SEC means the United States Securities and Exchange Commission.

Securities Act means the Securities Act of 1933, as amended.

Security generally will have the meaning set forth in Section 202(a)(18) of the Advisers Act, and includes:

 

  1. Any note, stock, treasury stock, security future, bond, debenture or evidence of indebtedness;

 

  2. Any certificate of interest or participation in any profit-sharing agreement;

 

  3. Any collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, or certificate of deposit for a security;

 

  4. Any fractional undivided interest in oil, gas or other mineral rights;

 

  5. Any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities);

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   9


  6. Any put, call straddle, option, or privilege entered into on a national securities exchange relating to foreign currency; or

 

  7. In general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of or warrant or right to subscribe to or purchase any of the foregoing.

Supervised Person means any partner, officer, director, manager or employee (other than employees with a purely clerical, administrative or support function, as determined by the CCO and notified to such employee in writing in advance) of, or other person occupying a similar status or performing similar functions for the Firm, or any other person who provides investment advice on behalf of the Firm and is subject to the supervision and control of the Firm.

III. STANDARDS OF BUSINESS CONDUCT

Coxe seeks to foster a reputation for integrity and professionalism. The Firm views its reputation as a vital business asset and values the trust placed in it by its clients. Coxe has adopted this Code to further protect its reputation and to ensure compliance with the federal securities laws, as well as to meet the fiduciary duty owed to its clients. As a fiduciary, the Firm has an affirmative duty of care, honesty, loyalty and good faith to act in the best interests of its clients. Coxe views its clients’ interests as of paramount importance and believes that its clients’ interests come before Coxe’s personal interests. The Firm also strives to identify and avoid conflicts of interest, however such conflicts may arise. All questions or comments regarding this Code should be directed to the CCO.

All Access Persons must comply with this Code, as well as with all applicable securities laws. Access Persons must not, directly or indirectly:

 

   

Employ any device, scheme or artifice to defraud a client or prospective client;

 

   

Make to a client or prospective client any untrue statement of a material fact or omit to state to a client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

   

Engage in any act, practice or course of conduct that is fraudulent, deceptive or manipulative, including the making of statements that omit material facts;

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   10


   

Knowingly buy or sell a security requiring pre-approval unless the transaction is pre-approved by the CCO or her designee;

 

   

Use his or her position, or any investment opportunities presented by virtue of his or her position, to personal advantage or to the detriment of a client or prospective client;

 

   

Trade mutual fund shares after the close of trading ( i.e., participate in “late trading”);

 

   

Engage in “market timing” transactions involving mutual fund shares ( i.e. , attempt to gain short term profits from buying and selling mutual funds to benefit from the difference between the daily closing prices); or

 

   

Enter an order or make an investment that anticipates ( i.e. , front runs) or competes with a fund order or investment.

IV. PERSONAL TRADING REQUIREMENTS

Access Persons are required to strictly comply with the Firm’s policies and procedures regarding personal securities transactions, as set forth below.

A. Pre-Clearance

Access Persons must obtain pre-approval prior to making a purchase or sale of a security. Access Persons who are advance readers of a Coxe Publication need only receive pre-approval from the time the reader receives the Publication for review and the time the Publication is disseminated or published. In addition to over-the-counter securities, Access Persons must obtain pre-approval for purchases or sales of ETFs, shares of any Coxe fund, IPOs and limited offerings. Once pre-approval has been granted, the pre-approved transaction must be executed within twenty-four hours. The CCO will maintain a record of all pre-approved transactions. Pre-approval will generally not be granted for any securities which are on the Firm’s Restricted List or which are commodity-related equities or portfolio-owned positions. Partners will trade commodity-related equities only pursuant to a pre-approved Automatic Investment Plan.

B. Blackout Periods

The CCO, in making pre-approval determinations, generally shall apply the following blackout periods:

 

   

With respect to securities held by or recommended for any Coxe portfolio, a period beginning on the date a security is recommended for purchase for any Coxe portfolio and ending five calendar days after such recommendation is made. The CCO may, in her discretion, extend this blackout period.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   11


   

With respect to any securities mentioned in a Publication, a period beginning on the date the Publication is circulated for internal review and lasting until the Publication becomes effective or is made available to the public.

C. Short-Term Trading

Access Persons are restricted from short-term trading, which means that they may not personally trade in securities that require pre-approval within 30 days of any personal transactions involving any such securities. Access Persons must disgorge any profits realized on their short-term trading of any securities that require pre-approval.

D. Holding Period

Access Persons are generally required to hold investments in any Coxe portfolio or fund for no fewer than 30 days, unless the purchase or sale of such security or interest is made pursuant to an approved Automatic Investment Plan.

V. REPORTING OF PERSONAL SECURITIES TRANSACTIONS

A. Initial and Annual Personal Holdings Report

Within 10 days of becoming an Access Person and at least annually thereafter, every Coxe Access Person must submit a report of all covered securities that reflects securities holdings as of a date not more than 45 days prior to the date the report was submitted. The holdings report, attached as Exhibit A, must include:

 

  1. For publicly-traded securities, the employee’s name, account type, brokerage firm and account number; and

 

  2. For private investments, the type of investment, the name of the firm, the number of shares and the principal amount of investment.

Similar reports previously submitted to HIM will suffice for this Initial and Annual Holding Report requirement.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   12


B. List of Brokerage Accounts; Duplicate Confirmations and Brokerage Account Statements

Within 10 days of receipt of a copy of this Code, each Access Person shall be required to identify to the CCO all brokerage accounts in which the Access Person has a beneficial interest. Personal securities trading will be monitored by using Coxe’s compliance software system. Coxe will maintain an updated Restricted List, which will be input into the compliance software system and used to compare against Access Person’s personal trading. Any trades which match the Restricted List will be identified in an exception report. In the event of the generation of an exception report, the CCO will then have the right to review the Access Person’s monthly brokerage account statements to make sure no further improper trading occurred.

Each Access Person should advise the CCO of his or her intent to open any new brokerage account.

 

  C. Quarterly Transaction Reports

Because Access Persons’ personal trading records will be automatically entered in the compliance software system, there is no need for Access Persons to submit a Quarterly Transaction Report. The CCO will reserve the right to require an Access Person to submit a Quarterly Transaction Report under certain circumstances, such as the generation of an exception report.

D. Monitoring of Personal Transactions

The CCO is responsible for reviewing personal trading transactions in covered securities by Access Persons. The CCO or her designee will review the computer compliance software system for exception reports on at least a quarterly basis, and will ensure that Access Persons are abiding by this Code.

E. Confidentiality of Reporting Under Code of Ethics

The CCO and other designated compliance personnel receiving reports of Coxe Access Persons’ holdings and transactions under this Code will keep such reports confidential, except to the extent that the CCO and designated compliance personnel are required to disclose the contents of such reports to regulators.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   13


VI. INSIDER TRADING

A. Insider Trading Policy Statement

Coxe seeks to foster a reputation for integrity and professionalism. That reputation is a vital business asset. To further that goal, this Code implements procedures to deter misuse of material nonpublic information in securities transactions. Accordingly, Coxe forbids Access Persons and members of their immediate family from trading, either personally or on behalf of others, while in possession of material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is referred to as insider trading, and the policy prohibiting insider trading applies to every Coxe Access Person and extends to activities within and outside their duties at Coxe.

Trading securities while in possession of material nonpublic information or improperly communicating that information to others may expose an Access Person to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or 10 years imprisonment. The SEC can recover profits gained or losses avoided through trading on inside information, they can impose a penalty of up to three times the illicit windfall, and they can issue an order barring an Access Person from the securities industry. An Access Person may also be sued by investors seeking to recover damages for insider trading violations.

B. What is Insider Trading?

The term insider trading is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities, whether or not one is an insider, or to the communication of material nonpublic information to others. The law generally prohibits:

 

  1. Trading by an insider while in possession of material nonpublic information;

 

  2. Trading by a non-insider while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

 

  3. Communicating material nonpublic information to others.

C. Who is an Insider?

The concept of insider is broad. It includes officers, directors, managers and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others: a company’s attorneys; accountants; consultants; bank lending officers; and the employees of such organizations. Sitting on the board of an issuer could cause Coxe Access Persons to be deemed temporary insiders of the company of the board on which the Access Person sits. In addition, the Firm may become a temporary insider of a company that it advises, for which it performs other services, or in which it is considering an investment or acquisition.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   14


D. What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. Material information is generally defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. No simple test exists to determine when information is material. Assessments of materiality involve a highly fact-specific inquiry. Access Persons should direct any questions about whether information is material to the CCO.

Material information often relates to a company’s results and operations. The SEC has stated that advance information about the following is generally considered to be material:

 

   

Earnings information;

 

   

Mergers, acquisitions, tender offers, or developments regarding customers or suppliers ( i.e. , the acquisition or loss of a contract);

 

   

Changes in control or in management;

 

   

Changes in auditors, or auditor notification that the issuer may no longer rely on an auditor’s audit report;

 

   

Events regarding the issuer’s securities ( e.g. , defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits or changes in dividends, changes to the rights of security holders, public or private sales of additional securities); and

 

   

Bankruptcies or receiverships.

Material information also may relate to the market for a company’s securities. Information about a significant order to purchase or sell securities may, in some contexts, be deemed material.

Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the United States Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in The Wall Street Journal and whether those reports would be favorable or unfavorable.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   15


E. What is Nonpublic Information?

Information is nonpublic until it has been effectively disseminated broadly to investors in the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information is public after it has become available to the general public through a public filing with the SEC or some other governmental agency, the Dow Jones tape, Reuters Economic Services, The Wall Street Journal or other publications of general circulation, and after sufficient time has passed so that the information has been disseminated widely.

F. What are the Penalties for Insider Trading?

Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

 

   

Civil injunctions;

 

   

Treble damages;

 

   

Disgorgement of profits;

 

   

Jail sentences;

 

   

Fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and

 

   

Fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition to the above, violations of Coxe’s insider trading policy can also result in internal discipline, including dismissal of the person or persons involved.

VII. PROCEDURES DESIGNED TO DETECT AND PREVENT INSIDER TRADING

During the course of their employment, Coxe Access Persons may come into possession of material nonpublic information about various companies. The following procedures are designed to help ensure that the Firm complies with the prohibition on insider trading by limiting the use and restricting the disclosure of material nonpublic information to persons within or outside the Coxe organization

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   16


who are in a position to trade on the basis of such information or to transmit it to others. These procedures are also designed to aid Coxe in preventing, detecting or imposing sanctions against insider trading. Every Coxe Access Person must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and/or criminal penalties. Any questions about these procedures should be directed to the CCO.

A. Identifying Insider Information

Before trading securities, an Access Person should ask him or herself the following questions regarding information in his or her possession:

 

  1. What was the source of the information? Consider carefully whether the information was obtained from any insiders, including any temporary insiders.

 

  2. What is the nature of the information? For example, does it involve a tender offer?

 

  3. Is the information material? Is this information that an investor would consider important in making his or her investment decision? Is this information that would substantially affect the market price of the security if generally disclosed?

 

  4. Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters, The Wall Street Journal , or other publications of general circulation? Has the information been effectively communicated to the marketplace by being filed with the SEC or the subject of an issuer press release?

If, after consideration of the above, any Coxe Access Person believes that the information is material and nonpublic, or if an Access Person has questions as to whether the information is material and nonpublic, he or she should take the following steps:

 

  1. Report the information and proposed trade immediately to the CCO;

 

  2. Refrain from any purchase or sale of such security in question on behalf of not only the Access Person, but also of others, including family members; and

 

  3. Refrain from communicating the information inside or outside Coxe, other than to the CCO.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   17


After the CCO or her designee has reviewed the issue, the Access Person will be instructed to either continue the prohibitions against trading and communication because the CCO has determined that the information is material and nonpublic (in which case the security will be added to the Restricted List), or he or she will be allowed to trade the security and communicate the information.

B. Restricted Access to Material Nonpublic Information

Information in an Access Person’s possession that is identified as material and nonpublic may not be communicated to anyone outside of Coxe and should only be communicated within Coxe to those personnel who have a reasonable business need to know such information and understand that such information is governed by this Policy. In addition, care should be taken so that such information is secure. For example, Access Persons should adhere to the following procedures:

 

  1. Files containing material nonpublic or sensitive information should be handled with care. Such information should not be left lying in conference rooms or left out in offices or on desks but rather should be locked in file drawers or cabinets overnight or during an absence from the office. Additionally, such sensitive information stored in computer systems and other electronic files should be kept secure and password protected.

 

  2. Appropriate controls for the reception and oversight of visitors to sensitive areas should be maintained. For example, visitors should be accompanied while in Coxe’s offices and should not be left unattended in areas where access to nonpublic information or recommendations may be obtained.

 

  3. Document control procedures, such as numbering counterparts and recording their distribution, and shredding papers containing material nonpublic information should be used where appropriate.

 

  4. Business conversations should be avoided in public places, such as elevators, hallways, restrooms and public transportation or in any other situation where such conversations may be overheard.

C. Rumor Control

Coxe strictly prohibits the use or misuse of false rumors. Access Persons should be aware that all company emails may be monitored for inappropriate or illegal communications, including the creation or dissemination of false market or securities-related rumors.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   18


D. Restricted List

Coxe maintains a list of securities which are subject to trading restrictions and monitored in accordance with this Policy and with the federal securities laws. This list is referred to as the Restricted List and is maintained and continuously updated by the CCO or her designee.

Coxe maintains two Restricted Lists. The first Restricted List is a portfolio list and applies to any company about which Coxe or any Access Person has access to material nonpublic information or to a security recommended for purchase or sale to HIM as part of the model portfolio. For example, in the course of research of an existing company which is already owned by a Coxe Fund, an Access Person may gain material nonpublic information about another company not currently owned by a Coxe Fund. The Access Person is required to notify the CCO or her designee about the information and request that such company be added to this Restricted List. Securities which Coxe recommends to HIM are also added to this Restricted List at the time recommendation is made. Generally, Coxe recommends securities to HIM once a week, after the team portfolio meeting, and any securities about which Coxe has material nonpublic information will be added to the Restricted List at that time. This Restricted List applies to all Access Persons who work on any Coxe portfolio. Additionally, Access Persons are responsible for notifying the CCO of any additional security they believe should be added to this Restricted List.

The second Restricted List applies to securities which appear in a Coxe Publication. This Restricted List applies to those Access Persons who provide proofreading, editing, or drafting services for a Publication. The CCO will add the name of all companies mentioned in any Publication to the Restricted List and notify such Access Persons of their addition. Such securities will be added to the Restricted List once the Publication begins circulation for internal review and will be removed from the List once the Publication is disseminated. Access Persons who are advance readers of a Coxe Publication will only be required to obtain pre-approval for securities trades during the window of time when they receive the Publication for review and before the Publication is disseminated or published.

Access Persons generally may not purchase or sell the securities of any company included on the Restricted List. Trading approval from the CCO is rare in situations when a security has been placed on the Restricted List.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   19


VIII.  POLICY ON GIFTS AND ENTERTAINING

A. General Policy

Access Persons should be sensitive to potential conflicts of interests when giving or receiving gifts or in entertaining business clients. Coxe Access Persons and members of Coxe Access Persons’ immediate families should not accept from, nor give to, an individual or organization with whom the Firm has a current or potential business relationship gifts, gratuities or other items of value which might in any way create a conflict of interest, violate applicable laws or which would be likely to influence decisions made by Coxe Access Persons in business transactions involving the Firm.

Occasional dinners, sporting events, concerts, or customary entertainment events and other activities which are part of a business relationship are permissible, provided that the value of the item is consistent with customary business entertainment and not likely to raise a conflict of interest, violate applicable law or which would be likely to influence decisions made by a Coxe Access Person with respect to Coxe’s business. Further, personal relationships with business contacts may lead to gifts and entertainment that are offered on a friendship basis and are perfectly proper.

B. Giving and Accepting Gifts

Coxe Access Persons should use good judgment to avoid any gifts that place the Firm in a difficult, embarrassing or conflict situation. Access Persons may give gifts to and receive gifts from business contacts provided that the aggregate value of all such gifts does not exceed $100.00 in any calendar year. All gifts in excess of $100.00 should be approved by the CCO prior to giving, and all gifts in excess of $100.00 should be reported to the CCO after receipt. Gifts that are of nominal value ( i.e. , under $100.00) do not need to be reported, nor do gifts that are a normal part of a business relationship. Access Persons should not accept tickets or other gifts from a business contact that occur on a regular or on-going basis, nor should an Access Person accept a gift from a business contact in the form of cash or cash equivalents.

Any questions about the propriety of giving or accepting a gift should be directed to the CCO.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   20


C. Entertainment

Business entertainment includes any social event, hospitality event, charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or purpose, including entertainment offered in connection with an educational event or business conference. Incidental transportation offered in connection with business entertainment may also be considered business entertainment.

Business entertainment by Coxe Access Persons or contractors must be pre-approved by either the CCO or the Chairman. De minimis entertaining is and will be excluded from this policy.

The Firm’s clients are BMO Financial Group and subsidiaries of BMO. Any contact by Coxe Access Persons with BMO clients should take place at the invitation of, and with the participation of, a client relationship representative or manager of BMO, and is subject to the policy on business entertainment of that division of BMO.

Any questions about the propriety of business entertainment should be directed to the CCO.

IX. POLITICAL AND CHARITABLE CONTRIBUTIONS

A. Political Contributions

The United States Securities and Exchange Commission has adopted rules under the Investment Advisers Act of 1940 (“the Advisers Act”) to address the practice known as “pay to play”, where investment advisers seek to influence the award of advisory business by making or soliciting political contributions to candidates charged with awarding such business. Advisers Act Rule 206(4)-5 makes it unlawful for an investment adviser and its covered associates to coordinate, or to solicit any person (including a political action committee) to make, any: (i) contribution to an official of a government entity to which the investment adviser is providing or seeking to provide investment advisory services; or (ii) payment to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity. Consequences for making a prohibited contribution include a two-year time out on conducting compensated advisory business with the government client.

Rule 206(4)-5 is limited to Contributions to Political Officials of government entities who can influence the hiring on an investment adviser in connection with money management mandates. An investment adviser would be considered seeking to provide advisory services to a government entity when it responds to a request for proposal, communicates with a government entity regarding that entity’s formal selection process for investment advisers, or engages in some other solicitation of investment advisory business of the government entity.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   21


An adviser with no government clients does not have to require employees to report their political contributions. However, as a subadviser, Coxe must obtain pre-approval of Contributions and abide by these rules in the event that a Contribution by a Coxe partner goes to a Political Official who is involved in the awarding of advisory business to HIM / BMO.

1. Preapproval

Access Persons must obtain pre-approval from the CCO before making a Contribution to a Political Official, a political action committee, or a political party. Pre-approval may be obtained through the Firm’s compliance software system.

While a direct Contribution to a Political Candidate violates the pay to play rules, a direct Contribution to a political party by an adviser or its Access Person’s would not violate the rules, unless the contribution was a means for the adviser to do indirectly what the rule would prohibit if done directly. For example, a Contribution or Payment to a political party that was earmarked or known to be provided for the benefit of a particular government official would be a violation the rules.

2. De Minimis Exception

An Access Person is entitled to contribute $350 per election to each candidate for whom he or she is entitled to vote, and $150 per election to all other candidates. A primary and general election are considered to be separate elections under the rules. Despite the de minimis exception, Access Persons must still obtain pre-approval prior to making any and all Contributions or Payments of any amount.

3. Return Contribution Exception

The Commission also allows an exception to the rules for an adviser who discovers an inadvertent Political Contribution to a Political Official for whom the Access Person making the Contribution is not entitled to vote. The Contribution must not, in the aggregate, exceed $350 to any one Political Official, per election. Additionally, the adviser must have discovered the Contribution within four months of the date of such Contribution, and within 60 days of learning of the triggering Contribution, the contributor must obtain the return of the Contribution. The rule limits such exception to no more than one return contribution for each Access Person, regardless of the time period, and no more than two returned contribution for the Firm per 12-month period.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   22


4. Commission Application to Cure a Contribution or Payment

Another exception allows an adviser to apply to the Commission for an order exempting it from the two-year compensation ban for situations of an inadvertent violation. For example, if a disgruntled employee makes a Contribution of greater than $350 to a Political Candidate upon exiting the firm, the firm may apply to the Commission for an order curing the Contribution.

5. Look Back

The rule attributes to an adviser contributions made by a person within two years, or in some cases, six months, of becoming an Access Person of the Firm. In other words, when an employee becomes an Access Person, the Firm must look back in time to that employee’s Contributions to determine whether the time out applies to the Firm. Generally, Rule 206(4)-5(b)(2) requires a two-year look back for Access Persons who solicit clients on behalf of the Firm, and a six-month look back for Access Persons that do not solicit clients. If an adviser hires an Access Person who made a Contribution to a Political Official and that Official is involved in the awarding of advisory business to the adviser, the adviser would have to take a two-year time out on receiving compensation from that advisory client.

6. Recordkeeping

An investment adviser is required to maintain certain records that allow the SEC to ensure the adviser’s compliance with the new rule. Specifically, the Commission requires that investment advisers maintain the following records relating to political Contributions and Payments:

 

  a) Records of contributions and payments must be listed in chronological order identifying each contributor and recipient, the amounts and dates of each contribution or payment, and whether a contribution was subject to rule 206(4)-5’s exception for certain returned contributions.

 

  b) A list of Access Persons (including name, title, business and residential address).

 

  c) A list of payments to political action committees, including how the collected funds would be used.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   23


B. Charitable Contributions

The Firm generally allows itself and the Chairman acting on behalf of the Firm to make charitable contributions in the name of the Firm. All contributions in excess of $500.00 require pre-approval by the CCO. While personal charitable contributions of any amount are not subject to CCO approval, Access Persons should keep in mind that contributions made in the name of, or for the benefit of, a business contact should be treated as gifts and are subject to all restrictions on gifts. Access Persons should also exercise discretion before requesting that a business contact make a charitable contribution to a charity.

From time to time, Mr. Coxe and other Access Persons may be offered honoraria in exchange for speaking engagements. Mr. Coxe or other Access Persons may request that such honoraria be paid directly to a charity of Mr. Coxe or the Access Person’s choice or may otherwise make a charitable contribution immediately after receipt of the honoraria. Such charitable contributions are not subject to review by the CCO if the charitable organization has no existing or anticipated business relationship with the Firm.

X. FOREIGN CORRUPT PRACTICES ACT

The Foreign Corrupt Practices Act (“FCPA”) prohibits U.S. persons from making payments or giving anything of value to a non-U.S. government official in order to induce such official to influence a non-U.S. government (or instrumentality) or to affect or influence any act or decision of such government (or instrumentality). In enforcing the FCPA, the SEC and the U.S. Department of Justice have interpreted the FCPA to cover employees of state-owned entities, even if such employees or entities do not perform what might be commonly be viewed as government functions ( i.e., employees of sovereign wealth funds). Given this broad interpretation, and the severe potential consequences of a violation of the FCPA, Access Persons must contact the CCO prior to initiating any dealings with any non-U.S. government official, non-U.S. governmental or quasi-governmental entity or representative to ensure that the proposed activity does not violate the FCPA.

XI. ADMINISTRATION OF THE CODE OF ETHICS

The Firm will provide all Coxe Access Persons with a copy of this Code and with any amendments. Each Access Person must provide the CCO or her designee with a written acknowledgement of his or her receipt of the Code and any amendments. See Appendix B. Each Access Person must report violations of this Code promptly to the CCO.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   24


Additionally, the CCO or her designee will review the compliance software-genearted exception reports of Access Employees on a quarterly basis for possible insider trading violations.

The CCO may, under circumstances that she deems appropriate and not opposed to the interests of the Firm’s clients, create exceptions to requirements under this Code that are not expressly mandated under the federal securities laws.

XII. CODE VIOLATIONS AND SANCTIONS

Strict compliance with the rules in this Code is required. Access Persons should seek advice from the CCO whenever uncertainty exists about his or her obligations under this Code.

Access Persons should report any violation or suspected violation of this Code promptly to the CCO. The CCO will investigate all reported violations or potential violations and make a recommendation to the Chairman (Mr. Coxe) as to her findings.

Sanctions for violations of this Code may include, but are not limited to: a letter of censure or suspension; a verbal warning or censure; disgorgement; and/or termination of employment. Violations of this Code could also result in criminal penalties, civil liabilities, or both.

XIII. RECORDKEEPING AND REVIEW

The Firm will retain records relevant to this Code for a period of five years following the end of the fiscal year during which the last entry was made on such record, the first two years in an easily accessible location. In particular, the CCO will maintain the following records:

 

   

A copy of the current Code as well as copies of Codes that were in effect at any time within the past five years;

 

   

Records of violations of the Code, including records of the actions taken subsequent to such violations;

 

   

Signed acknowledgements from each person who is currently, or was at some point during the past five years, subject to the Code. This acknowledgement will represent an obligation to adhere to the standards and provisions set forth in the Code;

 

   

A record of the names of all persons who were Access Persons at any time within the past five years;

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   25


   

A record of each transaction and holding report made by a Access Person, and, if applicable, all brokerage account statements received by the Firm for an Access Person, and/or all exception reports generated by the compliance software system;

 

   

Pre-clearance authorizations with respect to specified securities transactions of Access Persons; and

 

   

A log of all gifts, entertainment, political and charitable contributions.

The CCO will review this Code and its operation annually, and may make any amendments as a result of that review. The CCO also may make material amendments to the Code at any time during the calendar year. Any amendments or modifications to the Code will be promptly distributed or otherwise communicated to all Coxe Access Persons.

 

Coxe Advisors LLP

Code of Ethics and Insider Trading Policy

As of January 10, 2012

   26


A PPENDIX A

C OXE A DVISERS LLP

S ECURITIES H OLDING R EPORT

Brokerage Accounts: Please list all accounts over which you or a household member has a beneficial ownership.

 

Employee Name

   Account
Type
   Brokerage
Firm
   Account
Number
        

Holdings: Annual holdings report from non-brokerage accounts may be attached to this report in lieu of filling out the information below.

 

Type of Investment
( i.e . private fund
interest; hedge
fund interest; REIT)

   Name of Firm    Shares    Principal Amount
        


A PPENDIX B

C OXE A DVISORS LLP

C ODE OF E THICS AND S ECURITIES T RADING P OLICY A CKNOWLEDGEMENT

I acknowledge that I have received the Code of Ethics and Trading Policy of Coxe Advisors LLP. I understand and agree to comply with the policies and procedures as detailed herein, and acknowledge that my failure to comply with the policies and procedures may result in my discipline or dismissal.

 

Signature

    Date
   

Print Name

   
   


A PPENDIX C

C OXE A DVISERS LLP

A CCESS P ERSONS

Donald G.M. Coxe

Haliza Doyle

Anna Goduco

Cindy Holmes

Randall Johnson

Thalia Kingsford

Ernesto Ramos

Lindsey Simon

Angela Trudeau


A PPENDIX D

H ARRIS N.A.

T HE H ARRIS B ANK N.A.

H ARRIS I NVESTMENT M ANAGEMENT , I NC .

HIM M ONEGY , I NC .

 

 

S TANDARDS OF B USINESS C ONDUCT AND

C ODE OF E THICS FOR I NVESTMENT AND

M UTUAL F UND P ERSONNEL

A S R ESTATED AND A DOPTED E FFECTIVE J ULY  11, 2005

A S A MENDED E FFECTIVE J ANUARY  3 , 2007


T ABLE OF C ONTENTS

 

SECTION           PAGE  

I.

   S TANDARDS   OF  B USINESS  C ONDUCT      5   
   A.    I N  G ENERAL      5   
   B.    F RAUDULENT  C ONDUCT      6   
   C.    U SE   OF  C ONFIDENTIAL  I NFORMATION      6   
   D.    A CTING   ON  I NSIDE  I NFORMATION      7   
     

 

1.

  

   P ROHIBITION      7   
     

 

2.

  

   D EFINITIONS      7   

II.

   D EFINITIONS      8   

1.

   A.    A DVISORY  P ERSON      8   
   B.    A UTOMATIC  I NVESTMENT  P LAN      8   
   C.    B ENEFICIAL  O WNERSHIP      9   
   D.    C LIENT      9   
   E.    C OMPLIANCE  C OMMITTEE      9   
   F.    C OVERED  P ERSON      10   
   G.    C OVERED  S ECURITY      10   
   H.    D ESIGNATED  R EPORTING  P ERSON      11   
   I.    F EDERAL  S ECURITIES  L AWS      11   
   J.    F UNDS      12   
   K.    I MMEDIATE  F AMILY  M EMBER      12   
   L.    I NITIAL  P UBLIC  O FFERING   OR  IPO      12   
   M.    L IMITED  O FFERING      12   
   N.    P ERSONAL  S ECURITIES  T RANSACTIONS      12   
   O.    P ORTFOLIO  P ERSON      12   
   P.    A CCESS  P ERSON      13   
   Q.    W ORKING  L IST  S ECURITIES      13   

III.

   P ERSONAL  T RADING   AND  R ESTRICTIONS   ON   A CTIVITIES      13   
   A.    L OCATION   OF  A CCOUNTS   FOR  P ERSONAL  S ECURITIES   T RANSACTIONS      13   
   B.    P RE -C LEARANCE      13   
     

 

1.

  

   “C OVERED  S ECURITIES ”  FOR  P ORTFOLIO  P ERSONS   AND   F OR  O THER  C OVERED  P ERSONS      13   
     

 

2.

  

   P RE -C LEARANCE      14   
     

 

3.

  

   R ESCISSION   OF  A PPROVAL      14   
     

 

4.

  

   W RITTEN  A PPROVAL      14   
     

 

5.

  

   E XPIRATION   OF  A PPROVAL      14   
     

 

6.

  

   O BLIGATION   TO  R EPORT  N ON -E XECUTION      14   
     

 

7.

  

   P ERSONAL  S ECURITIES  T RANSACTIONS   OF   A  D ESIGNATED   R EPORTING  P ERSON      14   
   C.    B LACKOUT  P ERIODS      15   
     

 

1.

  

   F OR  A CTIVE  S ECURITIES      15   
     

 

2.

  

   D URING  R EOPTIMIZATIONS      15   
     

 

3.

  

   U PON  A NALYST  U PDATES      15   


   D.      I NTERESTED T RANSACTIONS    16
   E.      S PECIAL P RE -C LEARANCE P ROCEDURES FOR I NITIAL P UBLIC O FFERINGS    16
   F.      S PECIAL P RE -C LEARANCE P ROCEDURES FOR L IMITED O FFERINGS    17
   G.      S HORT -T ERM T RADING P ROFITS    18
   H.      G IFTS & B USINESS E NTERTAINMENT    18
     

1.       G IFTS

   18
     

2.       E NTERTAINMENT

   18
     

3.       A GGREGATION OF T IME P ERIOD AND E NTITIES

   19
   I.      S ERVICE A S A D IRECTOR    19
IV.    E XEMPT T RANSACTIONS    19
V.    R EPORTING R EQUIREMENTS    20
   A.      D ISCLOSURE OF P ERSONAL H OLDINGS , T RANSACTIONS , AND A CCOUNTS    20
   B.      E XCEPTIONS F ROM R EPORTING R EQUIREMENTS    23
VI.    D ELIVERY OF C ODE AND C ERTIFICATION OF C OMPLIANCE    23
VII.    R EPORTS T O A ND R EVIEW B Y F UNDS ’ B OARD    24
VIII.    R EVIEW P ROCEDURES    24
IX.    S ANCTIONS    24
X.    R ECORDKEEPING    25
XI.    C ONFIDENTIALITY    26
XII.    W HISTLEBLOWING    26
XIII.    O THER L AWS , R ULE AND S TATEMENTS OF P OLICY    26
XIV.    R EQUESTING A DDITIONAL I NFORMATION    26
   A TTACHMENT A    27
   A TTACHMENT B    27
   A TTACHMENT C-1    27
   A TTACHMENT C-2    27
   A TTACHMENT D       28


S TANDARDS OF B USINESS C ONDUCT

AND

C ODE OF E THICS

FOR

I NVESTMENT AND M UTUAL F UND P ERSONNEL (“C ODE ”)

I NTRODUCTION

This Code establishes standards for both business conduct and personal investments by Covered Persons 1 of (i) Harris N.A. and The Harris Bank N.A. (collectively, “Bank”), (ii) HIM Monegy, Inc. (“Monegy”), and (iii) Harris Investment Management, Inc. (“HIM”) — (together and, as the context may imply, individually “Harris”). 2

Each Covered Person is to read, understand, and follow this Code and is to certify as to having done so. See Attachment D containing the certification. 3

Note : Any breach of this Code may result in disciplinary action against the offending employee and may constitute a violation of law. See Section IX. Sanctions.

I. S TANDARDS OF B USINESS C ONDUCT

A. I N G ENERAL . Covered Persons must:

 

  1. conduct themselves on Harris’ behalf in the manner required of fiduciaries;

 

  2. conduct all Personal Securities Transactions consistent with this Code and as to avoid any actual or potential conflict of interest or abuse of trust;

 

1  

The meanings attributed to capitalized terms are, unless otherwise noted, found in Section II.

2  

This Code is adopted in order to comply with Rule 17j-1 under the Investment Company Act of 1940, as amended, (“1940 Act”), and Rule 204A-1 under the Investment Advisers Act of 1940, as amended (“Advisers Act”).

3  

Although not a part of this Code, other policies and directives of BMO Financial Group and Harris Financial Corporation impose duties on employees. Cf. Bank of Montreal’s First Principles and Code of Business Conduct and the Harris Financial Corporate Policy Manual : http://intraweb.harrisbank.com/intranet/directives/policies/Corporate_Policy/index.htm

 


  3. not take inappropriate advantage of their positions;

 

  4. comply with Federal Securities Laws; and

 

  5. promptly report any violations of the Code in the manner described herein.

B. F RAUDULENT C ONDUCT . In accordance with Federal Securities Laws, Covered Persons shall not (directly or indirectly) in connection with securities-related and advisory-related activities:

 

  1. employ any device, scheme, or artifice to defraud;

 

  2. make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or

 

  3. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person.

C. U SE OF C ONFIDENTIAL I NFORMATION

1. “Confidential information” means information not publicly available and includes, but is not limited to:

 

   

the composition of Client portfolios;

 

   

Clients’ financial information;

 

   

corporate financial activity;

 

   

lists of Clients;

 

   

Working List Securities;

 

   

investment models, methods, processes, and formulae; and

 

   

and other proprietary information such as certain records, procedures, systems, pending research recommendations, and software.

 

6


2. Covered Persons must not: 4

(a) disclose, directly or indirectly, any confidential information to anyone other than to the Client, to authorized persons of Harris, to authorized agents so that they may discharge their professional duties, and to other persons as the Client authorizes; or

(b) use, directly or indirectly, any confidential information for their personal benefit, e.g., front-running Client transactions.

D. A CTING ON I NSIDE I NFORMATION

1. P ROHIBITION . Covered Persons must not trade — or facilitate trades — based on “inside information” in any capacity, whether for the account of a Client, of another person, or in which the Covered Person holds Beneficial Ownership.

2. D EFINITIONS . Insider trading” is generally understood as the purchase or sale of securities while in possession of “inside information,” i.e., material, non-public information (information not available to the general public but important in making a decision to buy or sell a security). “Insider trading” includes making such information available (“tipping”), directly or indirectly, to others who may trade based on that information.

When in doubt about the coverage of this prohibition, seek the advice of a Designated Reporting Person.

 

4  

These requirements are not applicable when such information is legally required to be disclosed, e.g., when duly requested by regulatory authorities or a court.

 

7


II. D EFINITIONS

A. A DVISORY P ERSON

1. “Advisory Person” means

a. any Access Person or any director (or other person occupying a similar status or performing similar functions), officer, or employee of the Bank, 5 Monegy, or HIM (or of any company in a control relationship to the Bank, Monegy, or HIM), who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding purchases or sales of Covered Securities for Clients, or the portfolio holdings of any Client, or whose functions relate to the making of any recommendations with respect to such purchases and sales; and

b. any natural person in a control relationship to the Bank, Monegy, or HIM who obtains information concerning recommendations made to the Clients or to any accounts of Clients of the Private Bank division of the Bank, Monegy, or HIM with regard to the purchase or sale of Covered Securities.

2. “Advisory Person” does not include a person who normally assists in the preparation of public reports or who receives public reports but who, in either case, receives no information about current recommendations or trading concerning Covered Securities for Client accounts

3. A list of all Advisory Persons as of the date of adoption of this Code is attached as Attachment B, which attachment will be updated at least annually by the Bank, Monegy and HIM.

B. A UTOMATIC I NVESTMENT P LAN

“Automatic Investment Plan” means a program, including a dividend reinvestment plan, in which regular periodic investments or withdrawals are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation.

 

5  

The Bank may be an Advisory Person of the Funds by virtue of its control relationship to HIM, the investment adviser, as “control” is defined in Section 2(a)(9) of the 1940 Act. Cf. Rule 17j-1(a)2)(i). If any employee of an affiliate of the Bank, HIM, or Monegy performs duties of Advisory Persons, that employee shall be subject to this Code.

 

8


C. B ENEFICIAL O WNERSHIP

1. “Beneficial Ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) thereunder, except that the determination of Beneficial Ownership shall apply to all securities that a Covered Person owns or acquires.

2. Presumption of Beneficial Ownership. A Covered Person should assume Beneficial Ownership of securities held by an Immediate Family Member or held by other persons by reason of any contract, arrangement, understanding, or relationship that provides the Covered Person with direct or indirect pecuniary interest in the equity securities.

3. The presumption of Beneficial Ownership of securities held by an Immediate Family Member may be rebutted by evidence that the Compliance Committee, in its discretion, finds sufficient.

D. C LIENT

“Client” means anyone for whom investment management or advice is provided by Harris, and it includes the Funds and, unless the context requires otherwise, prospective clients.

E. C OMPLIANCE C OMMITTEE

“Compliance Committee” comprises all Designated Reporting Persons, an executive vice president or a senior vice president of the Bank, a designee of the Bank’s general counsel, and an officer of HIM. Other than those serving ex officio , the members of the Compliance Committee shall be appointed annually by the Harris Financial Fiduciary and Investment-Related Activities Risk Management Committee.

 

9


F. C OVERED P ERSON

1. “Covered Person” means:

a. with respect to Monegy or HIM, any Advisory Person, director, officer, or partner;

b. with respect to the Bank, any Advisory Person.

2. A list of all Covered Persons as of the date of adoption of this Code is attached as Attachments C-1 and C-2, to be updated at least annually by the Bank, Monegy, and HIM.

G. C OVERED S ECURITY

1. “Covered Security” has the same meaning of “security” under Section 2(a)(36) of the 1940 Act, as amended and interpreted from time to time. The “ purchase or sale of a Covered Security ” includes, among other things, the buying or writing of an option to purchase or sell a Covered Security.

2. For purposes of Section V. (Reporting) only , “Covered Security” includes shares of exchange-traded funds (or “ETFs”); ETF’s are not considered “Covered Securities” for purposes of the pre-trade clearance or blackout provisions in this code.

3. Except as otherwise noted in this code, “Covered Security” includes shares of the Funds.

4. “Covered Securities” does not include the following instruments, transactions in which are not subject to the pre-clearance, blackout, or reporting provisions of this Code:

 

   

direct obligations of the United States;

 

   

bankers’ acceptances;

 

   

bank certificates of deposit;

 

   

high-quality, short-term debt instruments, including repurchase agreements;

 

   

commercial paper;

 

10


   

shares of the Phoenix Insight Money Market Fund, Phoenix Insight Government Money Market Fund, and Phoenix Insight Tax Exempt Money Market Fund;

 

   

shares of registered open-end investment companies; and

 

   

shares of unit investment trusts that invest exclusively in one or more open-end investment companies ( other than the Funds).

4. As circumstances warrant for the equitable administration of this Code, the Compliance Committee may construe the definition of Covered Security, on a case-by-case basis as matters are presented to it, to take into account the exemptions and exclusions from the definition of “security” adopted by the Securities and Exchange Commission under the Federal Securities Laws.

H. D ESIGNATED R EPORTING P ERSON

1. “Designated Reporting Person” means each of the chief compliance officers of the Bank, Monegy, and HIM, and his or her designee.

2. Except as provided herein, the “ appropriate Designated Reporting Person ” means a Designated Reporting Person (and his or her designee) responsible for the Harris entity for which the Covered or Advisory Person primarily performs duties.

I. F EDERAL S ECURITIES L AWS

“Federal Securities Laws” means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act as it applies to registered investment companies and investment advisers, and any applicable rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

 

11


J. F UNDS

“Funds” means any investment companies for which HIM or any of its affiliates serve as either investment adviser (as defined in Section 2(a)(20) of the 1940 Act) or principal underwriter.

K. I MMEDIATE F AMILY M EMBER

“Immediate Family Member” means, with respect to a person, any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, brother-in-law, sister-in-law (including these relationships by virtue of adoption) sharing that person’s household.

L. I NITIAL P UBLIC O FFERING OR IPO

“Initial Public Offering” or “IPO” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

M. L IMITED O FFERING

“Limited Offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) of that Act or pursuant to rule 504 , rule 505 , or rule 506 under the Securities Act of 1933.

N. P ERSONAL S ECURITIES T RANSACTIONS

“Personal Securities Transactions” mean transactions in Covered Securities (unless defined more restrictively to exclude, for example, shares of the Funds) in which a person has (at the time of sale or redemption) or acquires (upon purchase) Beneficial Ownership.

O. P ORTFOLIO P ERSON

“Portfolio Person” means any Covered Person who, in connection with his or her regular functions or duties, has access to specific information (e.g., as to timing and issuer) regarding the purchase or sale of securities by the Funds.

 

12


P. A CCESS P ERSON

“Access Person” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of Monegy or HIM, and any other person who provides investment advice on behalf of Monegy or HIM and who is subject to the supervision and control of either of these investment advisers.

Q. W ORKING L IST S ECURITIES

“Working List Securities” means securities on Harris’ then-current research databases, which, as a result of analysis, are designated for purchase, sale, holding, or watching.

*     *     *

III. P ERSONAL T RADING AND R ESTRICTIONS ON A CTIVITIES

A. L OCATION OF A CCOUNTS FOR P ERSONAL S ECURITIES T RANSACTIONS

1. All Personal Securities Transactions of Covered Persons must be conducted through accounts that have been identified in writing to the appropriate Designated Reporting Person. Each such account must be set up to deliver duplicate copies of all confirmations and account statements to that Designated Reporting Person. No exceptions will be made to this provision.

2. Except with respect to shares of the Funds held in an employee benefit plan, Personal Securities Transactions in shares of the Funds may be placed only through an account that has been identified to and approved by a Designated Reporting Person or an account with the transfer agent for the Funds.

B. P RE - CLEARANCE

1. “C OVERED S ECURITIES FOR P ORTFOLIO P ERSONS AND FOR O THER C OVERED P ERSONS . Personal Securities Transactions must be pre-cleared. If involving a Portfolio Person, pre-clearance applies to any Covered Security including shares of the Funds. ( See exception below for transactions in employee benefit plans.) For all other Covered Persons, pre-clearance is not required for shares of the Funds.

 

13


2. P RE -C LEARANCE . Personal Securities Transaction must:

a. be approved in advance by the appropriate Designated Reporting Person; and

b. completed no later than the close of regular trading on the New York Stock Exchange on the trading day after the approval is received.

3. R ESCISSION OF A PPROVAL . The appropriate Designated Reporting Person may rescind approval if he or she communicates the rescission to the Covered Person with sufficient time to cancel execution.

4. W RITTEN A PPROVAL . The appropriate Designated Reporting Person will provide the approval in writing to the Covered Person to memorialize oral authorization granted.

5. E XPIRATION OF A PPROVAL . Pre-clearance approval expires at the close of regular trading on the New York Stock Exchange on the trading day after the date on which approval is received. If the approval expires, he or she must obtain another pre-clearance approval any subsequent transaction.

6. O BLIGATION TO R EPORT N ON -E XECUTION . If a Personal Securities Transaction has received pre-clearance approval but has not been executed prior to the expiration of the pre-clearance approval period, the Covered or Portfolio Person who requested pre-clearance shall report the non-execution to the Designated Reporting Person who granted the approval no later than the close of business on the trading day after the approval expired.

7. P ERSONAL S ECURITIES T RANSACTIONS OF A D ESIGNATED R EPORTING P ERSON . Personal Securities Transactions by a Designated Reporting Person who is also a Covered Person may not be executed without pre-clearance approval from another Designated Reporting Person, provided the latter has no reporting relationship to the former.

 

14


C. B LACKOUT P ERIODS

1. F OR A CTIVE S ECURITIES . Except with respect to shares of the Funds, no Covered Person shall knowingly effect a Personal Securities Transaction:

a. on a day during which a Client account has a pending “buy” or “sell” order in that same Covered Security, until that order is executed or withdrawn; or

b. when the same security is being actively considered by the investment adviser or investment sub-adviser for purchase or sale for any Client account. A purchase or sale of a security is being “actively considered” when a recommendation to purchase or sell has been made for a Client account and is pending.

2. D URING R EOPTIMIZATIONS . Except with respect to shares of the Funds, no Advisory Person shall effect a Personal Securities Transaction when he or she knows or has reason to know that such Covered Security is under consideration for purchase or sale in a Client account:

a. from the time of dissemination of the output of any Harris investment model until the time of publication of the final list of pending transactions based upon the investment model; and

b. from the time of publication of the final list of pending transactions based upon the Harris investment model until seven calendar days after a Client account has completed its transactions in that security.

3. U PON A NALYST U PDATES . No Covered Person acting in the role of an analyst, and with regard to any Covered Security that Covered Person follows, shall, without the approval of the appropriate Designated Reporting Person, purchase or sell that security within 30 calendar days before or seven calendar days after that Covered Person issues or publishes an update of any research notes, current comments, ratings changes, etc., concerning that security. Moreover, such Covered Person may not purchase or sell a security in a manner inconsistent with the recommendations in his or her most recent research report.

 

15


D. I NTERESTED T RANSACTIONS

1. No Advisory Person shall knowingly recommend any securities transactions for the Funds without having disclosed his or her interest, if any, in such securities or the issuer thereof to a Designated Reporting Person, including without limitation:

 

   

Any Beneficial Ownership of any securities of such issuer;

 

   

Any contemplated transaction by such Advisory Person in any securities of such issuer;

 

   

Any official or unofficial position of the Advisory Person or Immediate Family Member of the Advisory Person with such issuer or its affiliates; and

 

   

Any present or proposed business relationship between such issuer or its affiliates and such Advisory Person or Immediate Family Member of the Advisory Person or any party in which such Advisory Person or Immediate Family Member of the Advisory Person has a significant interest.

2. In accordance with NASD Conduct Rule 2711 and NYSE Rule 472, no Covered Person who is an analyst may purchase or receive pre-IPO securities from a company engaged in the industry that the analyst covers.

E. S PECIAL P RE -C LEARANCE P ROCEDURES FOR I NITIAL P UBLIC O FFERINGS .

No Covered Person may knowingly acquire securities in an IPO unless:

1. Such transaction otherwise complies with all other provisions of this Code and NASD Rule 2790;

 

16


2. The Covered Person has no responsibility for any Client account that is authorized to invest in IPOs;

3. The Covered Person has submitted for review by the appropriate Designated Reporting Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Covered Person’s activities on behalf of any Client account); and

4. The Designed Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other Harris investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted approval.

F. S PECIAL P RE -C LEARANCE P ROCEDURES FOR L IMITED O FFERINGS .

No Covered Person shall knowingly acquire any securities in a Limited Offering unless:

1. Such transaction otherwise complies with all other provisions of this Code;

2. The Covered Person has submitted for review by the appropriate Designated Reporting Person full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Covered Person’s activities on behalf of any Client account); and

3. The Designed Reporting Person has (i) concluded (after having reviewed the details supplied by the Covered Person, received the written certification, and consulted with other Harris investment advisory personnel) that no Client accounts have a foreseeable interest in purchasing such securities and (ii) granted approval.

 

17


G. S HORT -T ERM T RADING P ROFITS

1. No Covered Person shall knowingly profit from the purchase and sale, or sale and purchase within a 60-day calendar period of the same (or equivalent) Working List Securities of which such Covered Person has Beneficial Ownership. Any profit so realized shall be paid over to a charitable organization of the Compliance Committee’s choosing.

2. Notwithstanding the foregoing and provided that at least two Designated Reporting Persons (neither of which report to the other) approve any exception granted pursuant to this section, a Covered Person may be permitted to retain profits that result from a purchase or sale that occurs as a consequence of circumstances not foreseen at the time of the initial sale or purchase transaction, e.g., a “sale” pursuant to a tender offer for securities purchased without knowledge of the impending tender offer within 60 calendar days of the required tender date.

H. G IFTS  & B USINESS E NTERTAINMENT

1. G IFTS . No Covered Person shall accept or provide a gift worth more than $100 from or to any outside person or entity that does business, or seeks to do business, with the Funds for which the Covered Person performs duties or over which the Covered Person exercises managerial influence.

2. E NTERTAINMENT . No Covered Person shall provide or accept any business entertainment to or from any outside person or entity unless the entertainment is considered to be a customary business practice, is reasonable under the circumstances, and is not so excessive, frequent, lavish, or extravagant as to raise questions of propriety.

Moreover, any such business entertainment shall only be permitted if (a) the Covered Person shall be in attendance; (b) the entertainment is for business purposes; (c) the Covered Person reports the business entertainment to the appropriate Designated Reporting Person when the value exceeds $300; and (d) the Covered Person’s travel and lodging related to the business entertainment is paid for by a Harris line of business.

 

18


3. A GGREGATION OF T IME P ERIOD AND E NTITIES . With respect to gifts, the $100 limit from a single person or to a single person is to be aggregated within any 12-month period. With respect to gifts and business entertainment, affiliates and agents of the outside person or entity shall be considered a single person.

I. S ERVICE AS A D IRECTOR

No Covered Person, other than an individual who is a Covered Person solely because such individual is a member of the board of directors of Monegy or HIM, shall serve on the board of directors of any publicly-traded company without prior written authorization from the Compliance Committee based upon a determination that such board service would be consistent with the interests of the Funds and their shareholders.

IV. E XEMPT T RANSACTIONS

The prohibitions described in Sections III.B. (Pre-Trade Clearance), III.C. (Blackout Periods), and III.G. (Short-Term Trading Profits) shall not apply to:

A. Securities purchases or sales effected in any account over which the Covered Person has no direct or indirect influence or control;

 

  1. B. Securities purchases or sales over which neither the Covered Person nor the Funds have control;

 

  2. C. Transactions that are part of an Automatic Investment Plan;

 

  3.     

 

  4. D. Re-allocations no more than every 90 days by a Portfolio Person among the Funds held in each Harris-sponsored, participant-directed employee benefit plan in which such person participates;

 

  5. E. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from the issuer, and sales of such rights so acquired;

 

19


  6. F. Cumulative purchases or cumulative sales (but not both a purchase and a sale) within a seven-day period of up to 200 shares of securities issued by any company with a market capitalization in excess of $1 billion. ( See Section V.A.5. for special reporting provisions);

 

  7. G. Subject to the advance written approval (which writing shall be retained by the appropriate Designated Reporting Person), purchases or sales which are permissible in the opinion of the appropriate Designated Reporting Person if he or she determines after appropriate inquiry that the transaction is consistent with the fiduciary duty owed to Clients and is not potentially harmful to Clients because: (i) it does not conflict with any known pending or contemplated securities transaction for any current Client and (ii) the decision to purchase or sell the security is not the result of information obtained in the course of the subject person’s relationship with a Client or Harris; or

 

  8. H. Transactions in options on a securities index.

V. R EPORTING R EQUIREMENTS

A. D ISCLOSURE OF P ERSONAL H OLDINGS , T RANSACTIONS , AND A CCOUNTS

1. I NITIAL H OLDINGS R EPORTS . No later than 10 business days after becoming a Covered Person, such person shall disclose holdings of Covered Securities in which the Covered Person has Beneficial Ownership to the appropriate Designated Reporting Person in a report containing the following information (which information must be current as of a date no more than 45 calendar days prior to the date the person becomes a Covered Person):

 

  1. a. The name of the Covered Person;

 

  2. b. The title and type of security, the ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each security;

 

20


  3. c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account; and

 

  4. d. The date that the report is submitted by the Covered Person.

2. A NNUAL H OLDINGS R EPORTS . Each Covered Person shall submit to the appropriate Designated Reporting Person no later than February 1 of each year an annual report of holdings of Covered Securities in which the Covered Person has Beneficial Ownership current as of a date no more than 45 calendar days before the annual report is submitted, with the following information:

 

  1. a. The name of the Covered Person;

 

  2. b. The title and type of security, the ticker symbol or CUSIP number (as applicable), number of shares and principal amount of each security;

 

  3. c. The name of any broker, dealer, or bank with whom the Covered Person maintains an account; and

 

  4. d. The date that the report is submitted by the Covered Person.

3. Q UARTERLY T RANSACTION R EPORTS . Each Covered Person must submit to the appropriate Designated Reporting Person a quarterly transaction report no later than 30 calendar days after the end of any calendar quarter in which occurred all Personal Securities Transactions in a Covered Security and all accounts in which the Covered Person had any Beneficial Ownership (unless the “Exceptions from Reporting Requirements” below apply). The quarterly report must contain the following information:

 

  1. a. The name of the Covered Person;

 

  2. b. The date of the transaction, the title and type of security, the tickler symbol or CUSIP member (as applicable), interest rate and maturity date (if applicable), the number of shares, and the principal amount of each security;

 

21


  3. c. The nature of the transaction (i.e., purchase, sale, gift, or any other acquisition or disposition);

 

  4. d. The price at which the transaction was effected;

 

  5. e. The name of the broker, dealer or bank with or through which the transaction was effected and, for new accounts, the date the account was established; and

 

  6. f. The date that the report is submitted by the Covered Person.

4. The Designated Reporting Person shall review the initial and annual holding reports and the quarterly transaction reports and monitor the trading patterns of Covered Persons and, as appropriate, compare the reports with the written pre-clearance authorization provided and with records of transactions for Clients.

5. Any Advisory Person who, at the time of an reoptimization of an investment model used by Harris (i.e., from the time of security selection to execution under the model), has engaged in any transaction in a Covered Security , which transaction is not required to be pre-cleared pursuant to the exclusion provided by Section IV.E. (exemption for under 200 shares and $1 billion in market capitalization) and has not yet been reported in a quarterly report pursuant to this Section, shall provide a written report of the transaction to the appropriate Designated Reporting Person, disclosing the information required under paragraph A.3. above.

6. Any report submitted pursuant to this Section may contain a statement that the report shall not be construed as an admission by the Covered Person that such person has in fact any direct or indirect Beneficial Ownership in the securities to which the report relates.

 

22


B. E XCEPTIONS FROM R EPORTING R EQUIREMENTS .

1. No report shall be required with respect to transactions for, and Covered Securities held in, accounts over which the Covered Person had no direct or indirect influence or control, but the granting by a Covered Person of investment discretion to another person shall not be considered a lack of control by the Covered Person.

2. No quarterly transaction report shall be required if such report would duplicate information contained in broker trade confirmations or account statements received by the appropriate Designated Reporting Person if that Designated Person receives the confirmation or statement within 30 calendar days of the end of the applicable calendar quarter and provided that all of the required information is contained in the broker trade confirmations or account statements, or the records of the Funds or Harris. However, each Covered Person shall either confirm the accuracy of, or correct any error in, the quarterly transactions list provided to the Covered Person by the Designated Reporting Persons.

3. No report shall be required for transactions effected pursuant to an Automatic Investment Plan.

VI. D ELIVERY OF C ODE AND C ERTIFICATION OF C OMPLIANCE

1. The Bank, Monegy and HIM, through their chief compliance officers, are each responsible for notifying their Covered Persons of their status and obligations under this Code and for providing to each of those individuals a copy of this Code and copies of amendments from time to time.

2. Each Covered Person shall certify annually that he or she has read and understood this Code and recognizes that he or she is subject to such Code. Further, each Covered Person shall certify annually that he or she has complied with all the requirements of the Code and that he or she has disclosed or reported all Personal Securities Transactions required to be disclosed or reported pursuant to the requirements of the Code.

3. Upon any amendment of the Code, each Covered Person shall provide similar certifications. A form of certification is attached to this Code as Attachment D.

 

23


VII. R EPORTS TO AND R EVIEW BY F UNDS ’ B OARD

1. At least quarterly HIM shall provide a written report at a regular meeting of a Funds’ board that describes any issues arising under this Code and pertinent to the Funds since the last report to the Funds’ board, including, but not limited to, information about material violations of the Code and sanctions imposed in response to such material violations.

2. At least annually, the Bank, HIM, and Monegy shall certify that they have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code.

3. HIM, Monegy, and the Bank shall require their respective chief compliance officers or designees to report quarterly to the Funds’ boards any material breach of fiduciary duty and/or the Federal Securities Laws of which the respective chief compliance officer becomes aware in the course of carrying out his or her duties.

4. At least annually and, in any case, within six months of adopting any material change to this Code, the Bank, HIM, and Monegy shall report to the Board of the Funds and submit for approval any recommended or previously adopted changes to this Code.

VIII. R EVIEW P ROCEDURES

Harris shall institute and periodically review procedures (1) reasonably necessary to prevent violations of this Code and (2) pursuant to which appropriate management or compliance personnel review all reports required by this Code.

IX. S ANCTIONS

Upon discovering that a Covered Person has not complied with the requirements of this Code, a Designated Reporting Person shall submit written findings to the Compliance Committee. The Compliance Committee may impose on that Covered Person sanctions the Compliance Committee deems appropriate, including, among other things, the unwinding of the transaction and the disgorgement of profits, suspension or termination of employment, or removal from office.

 

24


X. R ECORDKEEPING

A. Harris shall maintain as records:

1. This Code and any prior code in effect during the five years preceding the date of this Code.

2. A record of any violation of this Code, and of any action taken as a result of the violation.

3. A record of all written acknowledgements provided pursuant to Section II. for each person who is or was within the last six years, a Covered Person.

4. A copy of each report made by a Covered Person required by this Code, including any information pursuant to Section V.B.2 in lieu of the quarterly reports otherwise required by this Code.

5. A record of all persons, currently or within the past five years, who are or were Covered Persons and who are or were responsible for reviewing the reports required in Section V.

6. A copy of each report required by Section VI of this Code.

7. A record of any decision, and the reasons supporting the decision, to approve the acquisition by Advisory Persons of securities under Sections III.E., III.F., III.G., and IV., and all other provisions granting an exception under this Code.

8. Any written report prepared by the Bank, HIM or Monegy concerning the subject matter of this Code.

B. Unless otherwise required, all records maintained pursuant to this section shall be retained for six years in an easily accessible place, the first two years in an appropriate office.

 

25


XI. C ONFIDENTIALITY

All information obtained from any Covered Person hereunder shall be kept in strict confidence, except that reports of securities transactions hereunder may be made available, to the extent required by law, to the Securities and Exchange Commission, any other regulator, any self-regulatory organization, or the Funds’ boards.

XII. W HISTLEBLOWING

Each Covered Person shall report any known or reasonably suspected violation of this Code to the appropriate Designated Reporting Person, to the Law Department of the Bank, or to the Bank’s chief compliance officer, who, in turn, will report the allegations to the Compliance Committee. The Compliance Committee will decide what action is appropriate.

XIII. O THER L AWS , R ULE AND S TATEMENTS OF P OLICY

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule, regulation, or any other statement of policy or procedure governing the conduct of such person adopted by Harris or the Funds.

XIV. R EQUESTING A DDITIONAL I NFORMATION

If any person has any questions with regard to the applicability of the provisions of this Code generally or with regard to any securities transaction or transactions such person should consult the appropriate Designated Reporting Person.

 

26


A TTACHMENT A

Portfolio Persons of

Harris N.A.

Harris Investment Management, Inc.,

and

HIM Monegy, Inc.

as of                                                              

A TTACHMENT B

Advisory Persons of

Harris N.A.

Harris Investment Management, Inc.,

and

HIM Monegy, Inc.

as of                                                              

A TTACHMENT C-1

Covered Persons of

Harris Investment Management, Inc.,

and HIM Monegy, Inc.

as of                                                              

A TTACHMENT C-2

Covered Persons of

Harris N.A.

as of                                                          

 

27


A TTACHMENT D

H ARRIS N.A.

T HE H ARRIS B ANK N.A.

H ARRIS I NVESTMENT M ANAGEMENT , I NC .

HIM M ONEGY , I NC .

 

 

S TANDARDS OF B USINESS C ONDUCT AND

C ODE OF E THICS FOR I NVESTMENT A DVISORY AND

M UTUAL F UND M ANAGEMENT P ERSONNEL

(“C ODE ”)

 

 

Certification

The undersigned hereby certifies as follows:

 

1. I have read the Code.

 

2. I understand the Code and acknowledge that I am subject to it.

 

3. Since the date of the last Certification (if any), to the best of my knowledge I have complied with all the requirements of the Code and have disclosed or reported all personal securities transactions required to be reported under the requirements of the Code.

 

Date:

   
  Signature
   
  Print Name

 

28

Vontobel Asset Management, Inc.

 

  
LOGO      CODE OF ETHICS
   Updated: February 2, 2012

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87


Vontobel Asset Management, Inc.

 

LOGO

 

TABLE OF CONTENTS

 

     Page(s)  

1. STATEMENT OF GENERAL PRINCIPLES

     2   

1.1. Adherence to Ethical Standards of Vontobel Group

     2   

1.2. Compliance with Applicable U.S. Legislation

     2   

1.3. General Principles

     3   

2. DEFINITIONS

     4-5   

3. PRINCIPLES FOR DOING BUSINESS

     6   

3.1. Confidentiality

     6   

3.2. Conflicts of Interest

     6   

3.3. Service as a Director

     6   

3.4. Personal Fiduciary Appointments

     6   

3.5. Service on Civic and Charitable Organizations

     6   

3.6. Fees to Consultants and Agents

     7   

3.7. Personal Benefits

     7   

3.8. Personal Fees and Commissions

     8   

3.9. Dealings with Suppliers

     8   

3.10. Borrowing

     8   

3.11. Political Contributions

     8   

3.12. Political Contributions by Vontobel Employees

     8-13   

3.13. Duty to Report Violations or Potential Conflicts of Interest

     13   

3.14. Full Disclosure

     13   

3.15. Policy for Portfolio Holding Disclosure

     14   

4. PERSONAL SECURITIES TRANSACTIONS

     15   

4.1. Summary

     15   

4.2. Prohibited and Restricted Transactions

     15   

4.3. Blackout Period

     16   

4.4. Short-Term Trading

     17   

4.5. Prior Written Clearance of Personal Securities Trades and Full Disclosure of Securities Holdings

     17-18   

5. INSIDER TRADING

     19   

5.1. Policy and Policy Statement

     19   

5.2. Elements of Insider Trading

     20   

5.3. Penalties for Insider Trading

     20-21   

5.4. Procedures

     21-22   

5.5. Supervision

     22-23   

Appendix A  Excerpts from cited SEC legislation

     24   

Appendix B   Officers authorized to approve trades

     33   

Appendix C   Security list (included and excluded)

     34   

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

1


Vontobel Asset Management, Inc.

 

LOGO

 

 

1. STATEMENT OF GENERAL PRINCIPLES

 

1.1 Adherence to Ethical Standards of Vontobel Group

The emphasis placed on the observance of the highest ethical standards by the Vontobel Group’s management is well known to the Swiss financial marketplace. The cornerstones of its standing in the financial community are its integrity and, as a predominantly family-controlled organization, its independence from commercial considerations that could lead it to place its own interest before that of its clients. As a subsidiary of Vontobel Holding, Vontobel Asset Management, Inc. is held to the same standards of ethical conduct that govern the business activities of the Vontobel Group.

 

1.2 Compliance with Applicable U.S. Legislation

As an investment adviser registered with the US Securities and Exchange Commission (“SEC”), Vontobel Asset Management, Inc. is subject to the provisions of the Investment Advisers Act of 1940 (the “Advisers Act”). Rule 204A-1 under the Advisers Act requires all investment advisers to adopt and maintain a code of ethics and requires the adviser’s personnel to prepare and submit certain specified reports. A copy of Section 204A-1 is included in Appendix A.

Section 206 of the Advisers Act provides that it shall be unlawful for any investment adviser:

 

  (1) to employ any device, scheme, or artifice to defraud any client or prospective client;

 

  (2) to engage in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client;

 

  (3) acting as principal for his own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction;

 

  (4) to engage in any act, practice, or course of business which is fraudulent, deceptive, or manipulative.

Vontobel Asset Management, Inc. is also subject to certain provisions of the Investment Company Act of 1940 (“the Investment Company Act”) with respect to fraudulent trading, as discussed in Section 4 hereunder, and the Insider Trading and Securities Fraud Enforcement Act of 1988, as discussed in Section 5 hereunder.

Vontobel Personnel shall at all times comply with these and all other laws and regulations that may be applicable to Vontobel Asset Management, Inc.’s business. In some instances, where such laws and regulations may be ambiguous and difficult to interpret, Vontobel Personnel shall seek the advice of Vontobel Asset Management, Inc.’s management, who shall obtain the advice of outside counsel as is necessary to comply with this policy of observance of all applicable laws and regulations. Excerpts from the securities legislation cited above are provided in Appendix A .

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

2


Vontobel Asset Management, Inc.

 

LOGO

 

 

1.3 General Principles

This Code of Ethics is based on the following principles:

 

  (a) The officers, directors and employees of Vontobel Asset Management, Inc. owe a fiduciary duty to all Vontobel Clients and, therefore, must at all times place the interests of Vontobel Clients ahead of their own.

 

  (b) Vontobel Personnel shall avoid any conduct that could create any actual or potential conflict of interest, and must ensure that their personal securities transactions do not in any way interfere with, or appear to take advantage of, the portfolio transactions undertaken on behalf of Vontobel Clients.

 

  (c) Vontobel Personnel shall not take inappropriate advantage of their positions with Vontobel Asset Management, Inc. to secure personal benefits that would otherwise be unavailable to them.

It is imperative that all Vontobel Personnel avoid any situation that might compromise, or call into question, the exercise of fully independent judgment in the interests of Vontobel Clients. All Vontobel Personnel are expected to adhere to these general principles in the conduct of the firm’s business, even in situations that are not specifically addressed in this Code’s provisions, procedures and restrictions. Serious and/or repeated violations of this Code may constitute grounds for dismissal.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

3


Vontobel Asset Management, Inc.

 

LOGO

 

 

2. DEFINITIONS

For purposes of this Code:

“Beneficial Ownership” and “Beneficial Owner(s)” shall be as defined in Section 16 of the Securities Exchange Act of 1934, which, generally speaking, encompasses those situations where the Beneficial Owner has the right to enjoy some economic benefits which are substantially equivalent to ownership regardless of who is the registered owner (see Appendix A ). This would include:

 

  (a) securities which a person holds for his or her own benefit either in bearer form, registered in his or her own name or otherwise, regardless of whether the securities are owned individually or jointly;

 

  (b) securities held in the name of a member of his or her immediate family or any adult living in the same household;

 

  (c) securities held by a trustee, executor, administrator, custodian or broker;

 

  (d) securities owned by a general partnership of which the person is a member or a limited partnership of which such person is a general partner;

 

  (e) securities held by a corporation which can be regarded as a personal holding company of a person; and

 

  (f) securities recently purchased by a person and awaiting transfer into his or her name.

The “Corporation” shall mean Vontobel Asset Management, Inc.

“Security” shall have the meaning set forth in Section 202(a)(18)of the Advisers Act (see Appendix A ), irrespective of whether the issuer is a US or non-US entity and whether the security is being held by a US or non-US custodian or, directly or indirectly, in personal custody ; except that it shall not include:

 

   

shares of an investment club account

 

   

securities issued by the US Government or US federal agencies that are direct obligations of the US

 

   

bankers’ acceptances, bank certificates of deposits and commercial paper

 

   

shares of registered open-end investment companies (mutual funds) that Vontobel does not advise or sub-advise

 

   

ETFs that Vontobel does not manage and that are based on a broad-based index

 

   

common securities indicies

 

   

commodities or commodity futures

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

4


Vontobel Asset Management, Inc.

 

LOGO

 

In addition to the items defined to be securities in Section 202(a)(18) of the Advisers Act, the following are expressly deemed to be securities subject to this Code :

 

   

ADR’s, ADS’s, GDR’s,

 

   

any type of preferred stock

 

   

corporate bonds

 

   

shares of registered open-end investment companies (mutual funds) that Vontobel advises or sub-advises.

 

   

closed-end investment funds that Vontobel advises or sub-advises.

For a more complete listing of items that are and are not securities please refer to Appendix C .

“Purchase or sale of a security” shall include the writing of an option to purchase or sell a security.

A security is “being considered for purchase or sale” or is “being purchased or sold” when a recommendation to purchase or sell the security by a Vontobel Asset Management, Inc. portfolio manager is under serious consideration or has already been made and the transaction executed.

“Restricted List” shall mean the list of securities (i) being considered for purchase or sale on behalf of a Vontobel Client; or (ii) being purchased or sold by a Vontobel Client.

“Vontobel Client(s)” shall mean both individual and institutional clients (including corporations, investment companies, trusts, endowments, foundations and other legal entities), whether resident or non-US-resident, for whom Vontobel Asset Management, Inc. provides investment supervisory services (discretionary management) or manages investment advisory accounts not involving investment supervisory services (non-discretionary management).

“Vontobel Employee(s)” shall include officers and employees of the Corporation.

“Vontobel Personnel” shall include officers, employees and directors of the Corporation.

“New Security” shall mean the establishment of a position which is not currently held by a client portfolio on the day the position is established.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

5


Vontobel Asset Management, Inc.

 

LOGO

 

 

3. PRINCIPLES FOR DOING BUSINESS

 

3.1 Confidentiality

Confidentiality is a fundamental principle of the investment management business. Vontobel Employees must maintain the confidential relationship between the Corporation and each of its Clients. Confidential information such as the identity of Vontobel Clients and the extent of their account relationship, must be held inviolate by those to whom it is entrusted and must never be discussed outside the normal and necessary course of the Corporation’s business. To the extent possible, all information concerning Vontobel Clients and their accounts shall be shared among Vontobel Employees on a strictly need-to-know basis. In this regard, Vontobel Employees shall be careful not to divulge to their colleagues or any third party any information concerning a Vontobel Client that could be considered “inside information”, as that term is defined in Section 5 hereof.

 

3.2 Conflicts of Interest

It shall be the first obligation of every Vontobel Employee to fulfill his or her fiduciary duty to Vontobel Clients. No Vontobel Employee shall undertake any outside employment, or engage in any personal business interest, that would interfere with the performance of this fiduciary duty. No Vontobel Employee may act on behalf of the Corporation in any transaction involving persons or organizations with whom he or she, or his or her family, have any significant connection or financial interest. In any closely held enterprise, even a modest financial interest held by the Vontobel Employee, or any member of his or her family, should be viewed as significant.

 

3.3 Service as an Outside Director

No Vontobel Employee shall become a director or any official of a business organized for profit without first obtaining written approval from the Board of Directors of the Corporation based upon its determination that such board service would not be inconsistent with the interests of the Corporation and its Clients.

 

3.4 Personal Fiduciary Appointments

No Vontobel Employee shall accept a personal fiduciary appointment without first obtaining the written approval of the Board of Directors of the Corporation, unless such appointment results from a close family relationship.

 

3.5 Service on Civic and Charitable Organizations

The Corporation encourages its employees to participate in local civic and charitable activities. In some cases, however, it may be improper for a Vontobel Employee to serve as a member, director, officer or employee of a municipal corporation, agency, school board, or library board. Such service is appropriate when adequate assurances, in writing, are first given to the Corporation that business relationships between the Corporation and such entities would not be prohibited or limited because of statutory or administrative requirements regarding conflicts of interest.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

6


Vontobel Asset Management, Inc.

 

LOGO

 

 

3.6 Fees to Consultants and Agents

Any and all fees and payments, direct or indirect, to consultants, agents, solicitors and other third-party providers of professional services must be approved by the Chief Executive Officer prior to conclusion of any formal arrangements for services. No remuneration or consideration of any type shall be given by any Vontobel Employee to any person or organization outside of a contractual relationship that has received the prior approval of the Chief Executive Officer.

 

3.7 Personal Benefits

No Vontobel Employee, or member of his or her family, may give or accept a personal gift, benefit, service, form of entertainment, or anything of more than de minimis or nominal value ($200) (“gift”) from Vontobel Clients, suppliers, service providers, brokers and all other parties with whom the Corporation has contractual or other business arrangements (“Vontobel Client”), if such gift is made because of the recipient’s affiliation with the Corporation or with a Vontobel Employee.

Any Vontobel Employee who receives a gift, regardless of value, from a Vontobel Client shall promptly notify the Chief Compliance Officer, or his designee, via an online compliance system known as Employee TradeSphere.

Vontobel has retained a third party service provider, Financial Tracking Technologies, LLC (FTT), to provide web-based automated compliance services. Among a suite of compliance-related offerings by FTT, the employee compliance module, Employee TradeSphere (ETS), is a portal through which employees meet their compliance obligations. Through this secure, web-based platform, Vontobel Employees are able to perform a variety of compliance-related tasks, including, among other tasks:

 

   

Personal trade pre-clearance

 

   

Code of Ethics delivery and certification

 

   

Compliance Manual delivery and certification

 

   

Political contribution pre-clearance and certification

 

   

Gifts giving or acceptance pre-clearance

 

   

Personal account establishment or modification

 

   

Holdings and Transactions reporting and certification

 

   

Outside Business Activity

A request for gift pre-clearance is made on ETS through a 4-step, paperless process:

 

  (1) An employee enters ETS through a login and password on their website;

 

  (2) After logging in, the employee locates the new activity tab, the clicking of which opens a web form containing the fields necessary to enter information about the proposed gift;

 

  (3) Once the necessary information has been filled in, the request is then sent electronically for approval or denial to the Chief Compliance Officer or designee who shall determine whether the gift exceeds the de minimis value and whether the gift shall be retained by the Vontobel Employee or member of his or her family, returned to the donor, or donated without tax deduction to a charitable organization selected by the Chief Compliance Officer, subject to the approval of the Chief Executive Officer. Where the value of the gift is not readily ascertainable, the Chief Compliance Officer or designee shall make a good faith determination of the gift’s value based on the known value of comparable items; and,

 

  (4) The decision of the Chief Compliance Officer or designee is then sent via email to the Vontobel Employee, who may not accept the gift until such decision has been received.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

7


Vontobel Asset Management, Inc.

 

LOGO

 

Any Vontobel Employee who wishes to give a gift, regardless of value, to a Vontobel Client shall promptly pre-clear the gift with the Chief Compliance Officer or designee in the manner described above and may give the gift only upon prior approval. The Chief Compliance Officer or designee shall determine whether the gift exceeds the de minimis value and whether the gift shall be given by the Vontobel Employee.

 

3.8 Personal Fees and Commissions

No Vontobel Employee shall accept personal fees, commissions or any other form of remuneration in connection with any transactions on behalf of the Corporation or any of its Clients.

 

3.9 Dealings with Suppliers

Vontobel Employees shall award orders or contracts to outside suppliers on behalf of the Corporation solely on the basis of merit and competitive pricing, without regard to favoritism or nepotism.

 

3.10 Borrowing

No Vontobel Employee, or member of his or her family, may borrow money from any Vontobel Client or any of the Corporation’s suppliers, service providers, brokers and all other parties with whom the Corporation has contractual or other business arrangements under any circumstances.

 

3.11 Political Contributions by Vontobel

Vontobel Asset Management, Inc. shall make no contributions to political parties or candidates for public office.

 

3.12 Political Contributions by Vontobel Employees – “Pay to Play” Policy

I. PURPOSE

This Policy establishes the procedures through which Vontobel will comply with Rule 206(4)-5 under the Investment Advisers Act of 1940 (“Advisers Act”) and related recordkeeping rules in Advisers Act Rule 204-2, regarding political activity by investment advisers who do business with government entities.

The intent of Advisers Act Rule 206(4)-5 is to remove the connection between political contributions to state and local officials who may have influence over the awarding of government and public pension investment advisory business (i.e., “pay-to-play” practices). Rule 206(4)-5 is designed to address pay-to-play practices by:

 

   

Prohibiting investment advisers from being compensated for investment advisory services provided to a state or local government entity for two years if covered employees of the firm make political contributions to certain officials of that government entity in excess of certain de minimis levels;

 

   

Prohibiting solicitation or coordination of political contributions to such officials or certain state or local party committees;

 

   

Only allowing employees of the investment adviser and certain regulated entities to solicit investment advisory business from government entities; and

 

   

Requiring investment advisers to maintain books and records relating to state and local government entity clients, political contributions, use of placement agents, and information relating to covered employees.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

8


Vontobel Asset Management, Inc.

 

LOGO

 

II. DEFINITIONS

 

  A. Contribution means any payment, gift, subscription, loan, advance, or deposit of money or anything of value made for:

 

  1. The purpose of influencing any election for federal, state or local office;

 

  2. The payment of debt incurred in connection with any such election; or

 

  3. Transition or inaugural expenses incurred by the successful candidate for state or local office.

This includes not only monetary contributions, but also in-kind contributions such as payment for services or use of facilities, personnel or other resources to benefit any federal, state or local candidate campaign, political party committee, or other political committee or political organization exempt from federal income taxes under Section 527 of the Internal Revenue Code (such as the Republican or Democratic Governors Association); or the inaugural committee or transition team of a successful candidate. Volunteer services provided to a campaign by Vontobel Employees on their own personal time are not considered Contributions.

B. Covered Associate means, for purposes of this Policy, all Vontobel Employees. The determination of whether any other person or entity is a Covered Associate shall be made by the Compliance Department.

C. Solicit a Government Entity for Investment Advisory Services means a direct or indirect communication with a state or local Public Official or Government Entity for the purpose of obtaining or retaining Investment Advisory Services. The following are examples of when such solicitation may result:

 

  1. Leading, participating in or being present at a sales/solicitation meeting with a state or local Public Official or Government Entity, such as a government pension plan or general fund;

 

  2. Holding oneself out as part of the investment advisory services sales/solicitation effort with a state or local Public Official or Government Entity;

 

  3. Signing a submission to a Request for Proposal in connection with Investment Advisory Services with a state or local Public Official or Government entity;

 

  4. Receiving a finder’s fee for helping Vontobel obtain or retain Investment Advisory Services with a state or local Government Entity; and,

 

  5. Making introductions between Public Officials and one or more Vontobel Employees.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

9


Vontobel Asset Management, Inc.

 

LOGO

 

All specific questions regarding activities that may be considered an impermissible solicitation under this Policy should be directed to the Compliance Department.

D. Public Official means any person (including any election committee for the person) who was, at the time of the Contribution, an incumbent, candidate or successful candidate for elective office of a Government Entity.

E. Government Entity means any state or local government; any agency, authority or instrumentality of a state or local government; any pool of assets sponsored by a state or local government (such as a defined benefit pension plan, separate account or general fund); and any participant-directed government plan (such as 529, 403(b), or 457 plans).

F. Investment Advisory Services - The types of business subject to SEC Rule 206(4)-5 include:

 

  1. Providing investment advisory services directly to a Government Entity;

 

  2. Being an adviser (e.g., general or managing partner) or sub-adviser to the following types of investment pools/funds:

 

  (a) Investment pools/funds that are registered with the SEC (such as mutual funds) that are offered by a Government Entity in a government-sponsored plan (such as a 529, 403(b), or 457 plan) as an option for participants/retirees to invest in. Unless the registered investment pool/fund is offered as an option in such government plan, a Government Entity merely investing in the registered pool is NOT covered.

 

  (b) Investment pools/funds that are not registered with the SEC, such as hedge funds, private equity funds, venture capital funds, and collective investment trusts in which Government Entities invest.

G. Coordinating Contributions means bundling, pooling, delivering or otherwise facilitating the Contributions made by other persons.

H. Soliciting Contributions means to communicate, directly or indirectly, for the purpose of obtaining or arranging a Contribution.

G. Political Action Committee (PAC) includes, but is not limited to, political committees generally referred to as PACs, such as separate segregated funds or non-connected committees within the meaning of the Federal Election Campaign Act, or any state or local law equivalent.

III. POLICIES AND PROCEDURES FOR POLITICAL ACTIVITY BY COVERED ASSOCIATES

A. Pre-Approval of Contributions, Coordination and Solicitation of Contributions, and Fundraising

 

  1. Contributions: All Vontobel Employees are required to obtain approval from the Compliance Department prior to making any Contribution. Vontobel Employees may request such approval via a specially designated web form in ETS in the manner described above in Section 3.7. The Compliance Department will review and evaluate each Contribution request to determine whether the Contribution is permissible based upon the requirements of Rule 206(4)-5 and any other Vontobel policy.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

10


Vontobel Asset Management, Inc.

 

LOGO

 

 

  2. Coordinating or Soliciting Contributions, or Political Fundraising: Also via ETS, all Vontobel Employees must obtain approval from the Compliance Department prior to Coordinating or Soliciting Contributions, or engaging in any other political fundraising.

B. Prohibition Against Establishing or Controlling a Political Action Committee

Vontobel Employees are prohibited from establishing, controlling, contributing to or otherwise being involved with a PAC without pre-approval from the Compliance Department.

C. Examples of Permissible or Potentially Permissible Contributions; Pre-Approval Required

Although all Vontobel Employee Contributions must be pre-approved by the Compliance Department, the Contributions described below are examples of those which may be approved pursuant to the pre-approval process.

Contributions to any Public Official, if:

 

  1. The Vontobel Employee is entitled to vote for such Public Official and the Contribution(s) do not exceed $350 per election; or

 

  2. The Vontobel Employee is not entitled to vote for such Public Official and the Contribution(s) do not exceed $150 per election.

All other requested Contributions will be considered on a case-by-case basis and will only be permitted if the Compliance Department determines that such Contribution will not violate Rule 206(4)-5.

D. Indirect Contributions

Vontobel Employees are prohibited from performing any act which would result in a violation of Rule 206(4)-5 and/or this Policy, whether directly or indirectly, or through or by any other person or means. This means that they may not use other persons or entities, including Vontobel affiliates, placement agents, or third-party PACs, as “conduits” to circumvent Rule 206(4)-5 and/or this Policy. Contributions made by others (for example, spouses, family members, attorneys, businesses, etc.) at the direction or suggestion of an Vontobel Employee are considered to be made by that Vontobel Employee for purposes of this Policy and must be pre-cleared.

E. Volunteering for a Campaign

Vontobel Employees are not prohibited from volunteering to serve on political campaigns or providing any other services that would not be considered a Contribution under this Policy. However, no Vontobel Employee may undertake any political activity (i) using Vontobel’s name, (ii) during working hours, (iii) on Vontobel’ premises and/or (iv) with the use of any Vontobel equipment, property or personnel without obtaining pre-approval from the Compliance Department via ETS.

F. Quarterly Political Contributions Certification Form

At the end of each calendar quarter, Vontobel Employees are required to report and certify to the Compliance Department via a specially designated web form in ETS their political contributions for the quarter. The Compliance Department will review the report for any Contributions that were not pre-cleared or otherwise violated this Policy and take corrective action as prescribed under Rule 206(4)-5.

G. New Vontobel Employees

Because Contributions made within two years prior to becoming a Vontobel Employee may trigger a ban on receiving compensation for Advisory Services, the Compliance Department will review each individual’s prior Contributions before allowing him or her to become an Vontobel Employee.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

11


Vontobel Asset Management, Inc.

 

LOGO

 

IV. POLICIES AND PROCEDURES REGARDING THE USE OF PLACEMENT AGENTS

No Vontobel Employee may directly or indirectly use a third-party or an affiliate (i.e., anyone who is not an Employee of Vontobel) to solicit a Public Official or Government Entity for Investment Advisory Services without pre-approval from the Compliance Department. Among other things, the Compliance Department will ensure that the third-party or affiliate is a permissible placement agent under Rule 206(4)-5 and applicable state and local statutes.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

12


Vontobel Asset Management, Inc.

 

LOGO

 

V. RECORDKEEPING

A. Records Retention

Please note that the Compliance Department will keep necessary records based on the information gathered under this Policy, in compliance with Rule 204-2. Specifically, the Compliance Department will maintain:

 

  1. A list of the names, titles and business and residence addresses of all Covered Associates;

 

  2. A list of all Government Entities to which Vontobel provides or has provided Investment Advisory Services, or which are or were investors in any covered investment pool to which Vontobel provides or has provided investment advisory services in the past five years;

 

  3. A list of all Contributions made by Vontobel or any of its Covered Associates, which identifies in chronological order:

 

  a. The name and title of each contributor;

 

  b. The name and title (including any city/county/State or other political subdivision) of each recipient of a Contribution;

 

  c. The amount and date of each Contribution; and,

 

  d. Whether any such Contribution was the subject of the exception for certain returned contributions pursuant to Rule 275.206(4)-5(b)(2)

 

  4. The name and business address of each regulated person to whom Vontobel provides or agrees to provide, directly or indirectly, payment to solicit a Government Entity for Investment Advisory Services on its behalf, in accordance with Rule 275.206(4)-5(a)(2).

 

3.13 Duty to Report Violations or Potential Conflicts of Interest

The Corporation’s management and Board of Directors must be informed at all times of matters that may constitute violations of this Code of Ethics, or that may be considered of fraudulent or illegal nature, or potentially injurious to the good reputation of the Corporation or the Vontobel Group. Vontobel Employees shall have a duty to report such events immediately to the Chief Compliance Officer or the Chief Executive Officer or, if such events concern the Corporation’s management, they should be reported to the Chairman.

 

3.14 Full Disclosure

In responding to requests for information concerning the Corporation’s business practices from the Corporation’s internal or independent accountants and auditors, counsel, regulatory agencies or other third parties, Vontobel Employees shall be truthful in their communications and shall make full disclosure at all times.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

13


Vontobel Asset Management, Inc.

 

LOGO

 

 

3.15 Policy for Portfolio Holding Disclosure

For existing separate, institutional and commingled accounts (or the consultant representing the account), advised and sub-advised portfolios and managed accounts, full portfolio holdings are available upon request by the client or the consultant representing the client. Full portfolio holdings for representative accounts will be disseminated monthly with a 30 day lag to consultant databases, RFP’s, questionnaires, client reports, marketing books, and finals presentations.

Top 10 holdings with portfolio weightings for representative accounts will be disseminated monthly and or quarterly with a 10 day lag to consultant databases, upon client request, questionnaires, RFP’s, quarterly client reports, marketing books, and finals presentations.

Sector, industry, and country weightings will be made available to existing clients upon request as of the most recent month end with no lag. Sector, industry and country weightings for representative accounts will be disseminated monthly with no lag to consultant databases, RFP’s, questionnaires, quarterly client reports, upon client request, marketing books, and finals presentations.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

14


Vontobel Asset Management, Inc.

 

LOGO

 

 

4. PERSONAL SECURITIES TRANSACTIONS

 

4.1 Summary

This Section 4 of the Code of Ethics is based upon Rule 204A-1 under the Advisers Act which requires investment advisers to adopt policies and procedures relating to, among other things, the personal securities transactions of their employees. The key provisions of this Code with respect to personal trading are summarized as follows:

 

   

Prohibition on investing in initial public offerings

 

   

Restrictions on investing in private placements

 

   

Prior written clearance of personal trades

 

   

Seven-day blackout period

 

   

Thirty-day ban on short-term trading profits of securities held, or being considered for purchase for the portfolios of Vontobel Clients

 

   

Full disclosure of all securities trades and securities holdings

 

4.2 Prohibited and Restricted Transactions

 

4.2.1 Rule 204A-1 requires investment advisers to adopt written codes of ethics designed to reflect the business standards and fiduciary obligations of its employees, to prevent fraudulent trading and, further, to use reasonable diligence and institute procedures reasonably necessary to prevent violations of their code of ethics. Vontobel Employees shall not engage in any act, practice or course of conduct that would violate the provisions of Rule 204A-1 under the Advisers Act or any other provisions of the federal securities laws.

All Vontobel Personnel are considered “access persons” as that term is defined under Rule 204A-1 of the Advisers Act. As may be required by the investment companies for which it acts as adviser or subadviser, Vontobel shall provide periodic reports with respect to the personal securities transactions of its access persons, as well as an annual compliance report.

No Vontobel Employee shall purchase or sell, directly or indirectly, any security listed on the firm’s Restricted List; except that the prohibitions of this section shall not apply to:

 

  (a) purchases or sales which are non-volitional on the part of any Vontobel Employee;

 

  (b) purchases which are part of an automatic dividend reinvestment or other plan established by any Vontobel Employee prior to the time the security involved came within the purview of this Code; and

 

  (c) purchases effected upon the rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired.

 

4.2.2 No Vontobel Employee shall acquire any securities in an initial public offering.

 

4.2.3 No Vontobel Employee shall acquire securities in a private placement without the prior approval of the Chief Compliance Officer or other officer designated by the Chief Executive Officer. The request and subsequent decision are made online via a specially designated web form in ETS as described in Section 3.7. In considering a request to invest in a private placement, the Chief Compliance Officer will take into account, among other factors, whether the investment opportunity should be reserved for a Vontobel Client, and whether the opportunity is being offered to a Vontobel Employee by virtue of his or her position with the Corporation.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

15


Vontobel Asset Management, Inc.

 

LOGO

 

 

4.3 Blackout Period*

 

4.3.1 No Vontobel Employee shall execute a securities transaction on a day during which Vontobel Asset Management, Inc. has a pending “buy” or “sell” order in that same security for a Vontobel Client or its own account until that order is executed or withdrawn.

 

4.3.2 Vontobel Employees are prohibited from purchasing or selling a security within seven (7) calendar days before or after the date on which a transaction in the same security is effected for a Vontobel Client.

Should any Vontobel Employee make an authorized personal trade within such blackout period, the Chief Compliance Officer (or, in his absence, any officer authorized to approve trades), shall, in his sole discretion and based on his assessment of the facts and circumstances surrounding such personal trade, determine whether the Vontobel Employee can be deemed to have benefited, or appear to have benefited, from the market effect of the trade for the Vontobel Client. If such officer so determines, the Vontobel Employee shall cancel the trade or promptly disgorge the imputed profit, if any, from his or her personal trade that shall have accrued between the date thereof and the trade date of the transaction in the same security for the Vontobel Client. Imputed profit shall in all cases mean the difference between the price at which the Vontobel Employee transacted and the price at which the trade for the Vontobel Client was transacted.

The prohibitions of this section shall not apply to:

 

  (a) purchases or sales which are non-volitional on the part of either the Vontobel Employee or the Vontobel Client account;

 

  (b) purchases or sales which are part of an automatic dividend reinvestment or other plan established by Vontobel Employees prior to the time the security involved came within the purview of this Code;

 

  (c) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired; and

 

  (d) purchases or sales on any one day of up to the greater of (i) 2,000 shares or (ii) one (1) percent of the prior ten (10) day average trading volume of any security listed on an exchange and held in a client account (or subsequently purchased for a client’s account). Vontobel’s Chief Compliance Officer along with the firm’s trading desk will review the liquidity of each requested purchase or sale prior to the transaction being approved. No Vontobel Employee will be allowed to effect a purchase or sale of a security while a client has a pending purchase or sale order, for that security, until the client’s order is executed or withdrawn.

 

* The purpose of the blackout period before a client trade is to address front-running violations that occur when personal trades are made shortly before a client trade and benefit from the market effect of that trade. The blackout period after a client trade is intended to allow dissipation of the market effect of the client trade. It is also designed to prevent individuals from benefiting from a trade that is opposite the client trade (e.g., selling a security shortly after a purchase of the same security for a client boosted its price, or purchasing a security shortly after a sale of the same security for a client lowered its price).

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

16


Vontobel Asset Management, Inc.

 

LOGO

 

 

4.4 Short-Term Trading

No Vontobel Employee shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) securities which are owned by a Vontobel Client or which are being considered for purchase on behalf of Vontobel Clients, within thirty (30) calendar days. Any profits realized on such short-term trades must be disgorged and the profits will be paid to a charity selected by the Chief Compliance Officer and the Chief Executive Officer. The Chief Compliance Officer and any other officer authorized by the Chief Executive Officer to approve trades (see Appendix B ) may permit exemptions to the prohibition of this section on a case-by-case basis when no abuse is involved and the circumstances of the subject trades, as they are best able to determine, support an exemption, and shall note the reason for any such exemption on the trading authorization form (see 4.5.1. below). Vontobel Employees may sell a security covered by this section at a loss within thirty (30) calendar days of purchase, provided, however, that in such instance the Vontobel Employee may not repurchase the same security in less than thirty (30) calendar days.

 

4.5 Prior Written Clearance of Personal Securities Trades and Full Disclosure of Securities Holdings

 

4.5.1 Except with regard to those items listed in Appendix C that have been exempted from the firm’s pre-clearance requirements, all Vontobel Employees shall obtain authorization of their personal securities transactions prior to executing an order. Via a specially designated web form in ETS, a request must be submitted to one of the officers listed in Appendix B , and such officer must give his authorization prior to the Vontobel Employee’s placing a purchase or sell order with a broker. Should such officer deny the request, he will give a reason for the denial. An approved request will remain valid for two (2) business days from the date of the approval

 

   Vontobel has retained a third party service provider, Financial Tracking Technologies, LLC (FTT), to provide web-based automated compliance services. Among a suite of compliance-related offerings by FTT, the Vontobel Employee compliance module, Vontobel Employee TradeSphere (ETS), is a portal through which Vontobel Employees meet their compliance obligations. Through this secure, web-based platform, Vontobel Employees are able to perform personal trade pre-clearance (See Section 3.7 for more information about ETS).

 

   As with Gifts and Political Contributions, a request for authorization for a personal trade is made on ETS through a 4-step, paperless process:

 

  (1) A Vontobel Employee enters ETS through a login and password on their website;

 

  (2) After logging in, the Vontobel Employee locates the new trade tab, the clicking of which opens a web form containing the fields necessary to enter trade data;

 

  (3) Once the necessary trade data have been filled in, the request is then sent electronically for approval or denial to a designated officer (See, Appendix B ), who, with the assistance of a database, ultimately determines whether the trade is permissible under Code of Ethics strictures; and,

 

  (4) The decision of the designated officer is then sent via email to the Vontobel Employee, who may not trade until such decision has been received.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

17


Vontobel Asset Management, Inc.

 

LOGO

 

Should any Vontobel Employee make an unauthorized personal trade in a security, he or she may be obliged, without benefit of tax deduction, to sell the position promptly and/or disgorge any imputed or realized profit that shall have accrued between the date of such unauthorized personal trade and the date of disgorgement. Profits disgorged by Vontobel Employees pursuant to this Code shall be paid to a charity selected by the Chief Compliance Officer and approved by the Chief Executive Officer.

 

4.5.2 Vontobel Employees shall instruct their broker(s), including the Corporation’s affiliate brokers, to supply the Chief Compliance Officer, on a timely basis (but in no event more than 30 days after the close of the calendar quarter in which the transactions occurred), with duplicate copies of confirmations of all personal securities transactions and copies of all periodic statements for all securities accounts containing securities in which Vontobel Employees have Beneficial Ownership.

 

4.5.3 The Chief Compliance Officer, or his designee, shall review the personal securities holdings and transaction reports of Vontobel Employees and evidence such review in writing.

 

4.5.5 The Chief Compliance Officer shall receive and maintain all reports required hereunder.

 

4.5.6 All Vontobel Employees shall promptly report to the Chief Compliance Officer any apparent violation of this Code. The Chief Compliance Officer shall conduct an investigation into the alleged violation and, in consultation with the CEO, impose whatever sanctions are appropriate under the circumstances. On a semi-annual basis, the Chief Compliance Officer shall report any violations of the Code to the Board of Directors. The Chief Compliance Officer shall be responsible for maintaining and updating Vontobel’s Code of Ethics.

 

4.5.7 This Code of Ethics, a copy of each report made by Vontobel Personnel, each memorandum made by the Chief Compliance Officer hereunder, and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Chief Compliance Officer, as required by Rule 204-2(a)(12) of the Advisers Act.

 

4.5.8 Vontobel Employees shall disclose their personal securities holdings to the Chief Compliance Officer within ten (10) days of the commencement of employment.

 

4.5.9 Annually, Vontobel Personnel shall be required to certify that they have (a) read and understand the Code, and recognize that they are subject thereto; (b) instructed each financial institution through which they, or any member of their household, effect securities transactions to send duplicate copies of their account statements and trading confirmations to Vontobel; (c) complied with the requirements of the Code; (d) disclosed and reported all personal securities transactions required to be disclosed; and (e) disclosed all personal securities holdings. Such annual report and certification shall be submitted within thirty (30) days of the end of the calendar year and shall be current as of a date no more than forty-five (45) days before submission.

 

4.5.10 The Chief Compliance Officer shall prepare an annual report to the Corporation’s Board of Directors. Such report shall (a) include a copy of the Code of Ethics; (b) summarize existing procedures concerning personal investing and any changes in the Code’s policies or procedures during the past year; (c) identify any violations of the Code; and (d) identify any recommended changes in existing restrictions, policies or procedures based upon the Corporation’s experience under the Code, any evolving practices, or developments in applicable laws or regulations.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

18


Vontobel Asset Management, Inc.

 

LOGO

 

 

5. INSIDER TRADING

The Insider Trading and Securities Fraud Enforcement Act of 1988 (“ITSFEA”) requires that all investment advisers and broker-dealers establish, maintain and enforce written policies and procedures designed to detect and prevent the misuse of material nonpublic information by such investment adviser and/or broker-dealer, or any person associated with the investment adviser and/or broker-dealer.

Section 204A of the Advisers Act states that an investment adviser must adopt and disseminate written policies with respect to ITSFEA, and an investment adviser must also vigilantly review, update and enforce them. Accordingly, Vontobel Asset Management, Inc. has adopted the following policy, procedures and supervisory procedures as an integral part of its Code of Ethics applicable to all of its officers, employees and directors (sometimes referred to herein as Vontobel Personnel).

 

5.1 Policy

The purpose of this Section 5 is to familiarize Vontobel Personnel with issues concerning insider trading and assist them in putting into context the policy and procedures on insider trading.

Policy Statement :

No Vontobel Personnel may trade in a security, either personally or on behalf of Vontobel Clients, while in possession of material, nonpublic information regarding that security; nor may any officer, employee or director communicate material, nonpublic information to others in violation of the law. This conduct is commonly referred to as “insider trading”. This policy extends to activities within and without the individual job functions of Vontobel Personnel and covers not only their personal transactions, but indirect trading by family, friends and others, or the nonpublic distribution of inside information from them to others. Any questions regarding the policy and procedures should be referred to the Chief Compliance Officer.

The term “insider trading” is not defined in federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an “insider”) or the communication of material nonpublic information to others who may then seek to benefit from such information.

While the law concerning insider trading is not static and may undergo revisions from time to time, it is generally understood that the law prohibits:

 

  (a) trading by an insider, while in possession of material nonpublic information, or

 

  (b) trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated, or

 

  (c) communicating material nonpublic information to others.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

19


Vontobel Asset Management, Inc.

 

LOGO

 

 

5.2 Elements of Insider Trading

 

5.2.1 Who Is an Insider?

The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such service providers. In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services. According to the Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

 

5.2.2 What Is Material Information?

Trading on inside information can be the basis for liability when the information is material. In general, information is “material” when there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems and extraordinary management developments.

 

5.2.3 What Is Nonpublic Information?

Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Bloomberg electronic news reports, or in The Wall Street Journal or other publications of general circulation would be considered public. (Depending on the nature of the information, and the type and timing of the filing or other public release, it may be appropriate to allow for adequate time for the information to be “effectively” disseminated.)

 

5.2.4 Legal Bases for Liability

 

  (a) Fiduciary Duty Theory : In 1980 the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information, but that such a duty arises only where there is a direct or indirect fiduciary relationship with the issuer or its agents. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading.

 

  (b) Misappropriation Theory : Another basis for insider trading liability is the “misappropriation theory”, where liability is established when trading occurs on material on nonpublic information that was stolen or misappropriated from any other person.

 

5.3 Penalties for Insider Trading

Penalties for trading on or communicating material nonpublic information are severe, both for individuals and their employers. An individual can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation:

 

   

civil injunctions

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

20


Vontobel Asset Management, Inc.

 

LOGO

 

 

   

treble damages

 

   

disgorgement of profits

 

   

jail sentences

 

   

fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefitted, and

 

   

fines for the employer or other controlling person of up to the greater of $1 million or three times the amount of the profit gained or loss avoided.

 

5.4. Procedures

The following procedures have been established to aid Vontobel Personnel in avoiding insider trading, and to aid in preventing, detecting and imposing sanctions against insider trading. Vontobel Personnel must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and/or criminal penalties. If you have any questions about these procedures, you should consult the Chief Compliance Officer.

 

5.4.1 Identifying Inside Information . Before trading for yourself or others, including Vontobel Clients, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

 

  (a) Is the information material? Is this information that an investor would consider important in making his or her investment decisions? If this information that would substantially affect the market price of the securities if generally disclosed?

 

  (b) Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace, e.g., by being published electronically by Bloomberg, or in The Wall Street Journal or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should report the matter immediately to the Chief Compliance Officer. Until he has had an opportunity to review the matter, you should not (i) purchase or sell the security on behalf of yourself or others, including Vontobel Clients, and (ii) communicate the information to anyone, other than to the Chief Compliance Officer. After the Chief Compliance Officer has reviewed the issue, you will be instructed to either continue the prohibitions against trading and communication, or you will be allowed to communicate the information and then trade.

 

5.4.2 Personal Security Trading . Each officer, director and employee must instruct their broker(s) to supply the Chief Compliance Officer, on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of all periodic statements for all securities accounts owned or controlled by them or their families (including the spouse, minor children, and adults living in the same household), and trusts of which they are trustees or in which they have beneficial ownership or have participated.

 

5.4.3 Restricting Access to Material Nonpublic Information . Any information in your possession that you identify as material and nonpublic may not be communicated other than in the course of performing your duties to anyone, including your colleagues at Vontobel Asset Management, Inc., with the exception of the Chief Compliance Officer as provided in subparagraph 5.4.1 above. In addition, care should be taken so that such information is secure. For example, files containing material nonpublic information should be locked; access to computer files containing material nonpublic information should be restricted.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

21


Vontobel Asset Management, Inc.

 

LOGO

 

 

5.4.4 Resolving Issues Concerning Insider Trading . If, after considerations of the items set forth in Section 5.2, doubt remains as to whether information is material or nonpublic, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

 

5.5 Supervision

The supervisory role of the Chief Compliance Officer is critical to the implementation and maintenance of this Statement on Insider Trading, and encompasses the following.

 

5.5.1 Prevention of Insider Trading

To prevent insider trading, the Chief Compliance Officer shall:

 

   

answer promptly any questions regarding the Statement on Insider Trading

 

   

resolve issues of whether information received by any officer, employee or director is material and nonpublic

 

   

update the Statement on Insider Trading and distribute amendments thereto, as necessary, to all officers, employees and directors

 

   

obtain an annual written acknowledgement from all officers, employees and directors that they have reviewed the Corporation’s Code of Ethics, including the Statement on Insider Trading contained in this Section 5

 

   

when it has been determined that any officer, director or employee has material nonpublic information:

 

  (i) implement measures to prevent dissemination of such information, and

 

  (ii) if necessary, restrict officers, directors and employees from trading the securities.

 

5.5.2 Detection of Insider Trading

To detect insider trading, the Chief Compliance Officer shall:

 

   

Review for each officer, director and employee the periodic account statements and duplicate confirmations forwarded by their brokers to ensure that no trading took place in securities in which the Corporation was in possession of material nonpublic information;

 

   

review the trading activity of the mutual funds and private account portfolios managed by the Corporation quarterly; and

 

   

coordinate, if necessary, the review of such reports with other appropriate officers, directors or employees of the Corporation.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

22


Vontobel Asset Management, Inc.

 

LOGO

 

 

5.5.3 Special Reports to Management

Promptly upon learning of a potential violation of the Statement on Insider Trading, the Chief Compliance Officer shall prepare a written report to the Chief Executive Officer and the Board of Directors of the Corporation and, if the violation occurred with respect to an investment company client, provide a copy of such report to the Board of Directors of the investment company concerned.

 

5.5.4 Annual Reports

On an annual basis, the Chief Compliance Officer shall prepare a written report to the Corporation’s Board of Directors setting forth the following:

 

   

a summary of the existing procedures to detect and prevent insider trading;

 

   

full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation;

 

   

an evaluation of the current procedures and any recommendations for improvement.

An annual compliance report shall be furnished to the Board of Directors of the investment companies to which the Corporation acts as investment adviser or subadviser.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

23


Vontobel Asset Management, Inc.

 

LOGO

 

APPENDIX A

Excerpts from cited SEC legislation:

 

   

Rule 204A-1 of the Investment Advisers Act of 1940 -

Investment Adviser Code of Ethics

 

   

Section 204A of the Investment Advisers Act of 1940 -

Prevention of Misuse of Nonpublic Information

 

   

Section 206 of the Investment Advisers Act of 1940 -

Prohibited Transactions by Investment Advisers

 

   

Definitions:

“Beneficial Owner” - as defined in Section 16 of the

Securities Exchange Act of 1934

“Security(ies) - as defined in Section 202(a)(18) of the

Investment Advisers Act of 1940

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

24


Vontobel Asset Management, Inc.

 

LOGO

 

Rule 204A-1 Investment Adviser Codes of Ethics.

(a) Adoption of code of ethics. If you are an investment adviser registered or required to be registered under section 203 of the Act (15 U.S.C. 80b–3), you must establish, maintain and enforce a written code of ethics that, at a minimum, includes:

(1) A standard (or standards) of business conduct that you require of your supervised persons, which standard must reflect your fiduciary obligations and those of your supervised persons;

(2) Provisions requiring your supervised persons to comply with applicable Federal securities laws;

(3) Provisions that require all of your access persons to report, and you to review, their personal securities transactions and holdings periodically as provided below;

(4) Provisions requiring supervised persons to report any violations of your code of ethics promptly to your chief compliance officer or, provided your chief compliance officer also receives reports of all violations, to other persons you designate in your code of ethics; and

(5) Provisions requiring you to provide each of your supervised persons with a copy of your code of ethics and any amendments, and requiring your supervised persons to provide you with a written acknowledgment of their receipt of the code and any amendments.

(b) Reporting requirements —(1) Holdings reports. The code of ethics must require your access persons to submit to your chief compliance officer or other persons you designate in your code of ethics a report of the access person’s current securities holdings that meets the following requirements:

(i) Content of holdings reports. Each holdings report must contain, at a minimum:

(A) The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each reportable security in which the access person has any direct or indirect beneficial ownership;

(B) The name of any broker, dealer or bank with which the access person maintains an account in which any securities are held for the access person’s direct or indirect benefit; and

(C) The date the access person submits the report.

(ii) Timing of holdings reports. Your access persons must each submit a holdings report:

(A) No later than 10 days after the person becomes an access person, and the information must be current as of a date no more than 45 days prior to the date the person becomes an access person.

(B) At least once each 12-month period thereafter on a date you select, and the information must be current as of a date no more than 45 days prior to the date the report was submitted.

(2) Transaction reports. The code of ethics must require access persons to submit to your chief compliance officer or other persons you designate in your code of ethics securities transactions reports that meet the following requirements:

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

25


Vontobel Asset Management, Inc.

 

LOGO

 

(i) Content of transaction reports. Each transaction report must contain, at a minimum, the following information about each transaction involving a reportable security in which the access person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

(A) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each reportable security involved;

(B) The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

(C) The price of the security at which the transaction was effected;

(D) The name of the broker, dealer or bank with or through which the transaction was effected; and

(E) The date the access person submits the report.

(ii) Timing of transaction reports. Each access person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

(3) Exceptions from reporting requirements. Your code of ethics need not require an access person to submit:

(i) Any report with respect to securities held in accounts over which the access person had no direct or indirect influence or control;

(ii) A transaction report with respect to transactions effected pursuant to an automatic investment plan;

(iii) A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that you hold in your records so long as you receive the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

(c) Pre-approval of certain investments. Your code of ethics must require your access persons to obtain your approval before they directly or indirectly acquire beneficial ownership in any security in an initial public offering or in a limited offering.

(d) Small advisers. If you have only one access person ( i.e. , yourself), you are not required to submit reports to yourself or to obtain your own approval for investments in any security in an initial public offering or in a limited offering, if you maintain records of all of your holdings and transactions that this section would otherwise require you to report.

(e) Definitions. For the purpose of this section:

(1) Access person means:

(i) Any of your supervised persons:

(A) Who has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

26


Vontobel Asset Management, Inc.

 

LOGO

 

(B) Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic.

(ii) If providing investment advice is your primary business, all of your directors, officers and partners are presumed to be access persons.

(2) Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

(3) Beneficial ownership is interpreted in the same manner as it would be under §240.16a–1(a)(2) of this chapter in determining whether a person has beneficial ownership of a security for purposes of section 16 of the Securities Exchange Act of 1934 (15 U.S.C. 78p) and the rules and regulations thereunder. Any report required by paragraph (b) of this section may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

(4) Federal securities laws means the Securities Act of 1933 (15 U.S.C. 77a–aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a–mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107–204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), title V of the Gramm-Leach-Bliley Act (Pub. L. 106–102, 113 Stat. 1338 (1999), any rules adopted by the Commission under any of these statutes, the Bank Secrecy Act (31 U.S.C. 5311–5314; 5316–5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of the Treasury.

(5) Fund means an investment company registered under the Investment Company Act.

(6) Initial public offering means an offering of securities registered under the Securities Act of 1933 (15 U.S.C. 77a), the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)).

(7) Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) (15 U.S.C. 77d(2) or 77d(6)) or pursuant to §§230.504, 230.505, or 230.506 of this chapter.

(8) Purchase or sale of a security includes, among other things, the writing of an option to purchase or sell a security.

(9) Reportable fund means:

(i) Any fund for which you serve as an investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(20)) ( i.e. , in most cases you must be approved by the fund’s board of directors before you can serve); or

(ii) Any fund whose investment adviser or principal underwriter controls you, is controlled by you, or is under common control with you. For purposes of this section, control has the same meaning as it does in section 2(a)(9) of the Investment Company Act of 1940 (15 U.S.C. 80a–2(a)(9)).

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

27


Vontobel Asset Management, Inc.

 

LOGO

 

(10) Reportable security means a security as defined in section 202(a)(18) of the Act (15 U.S.C. 80b–2(a)(18)), except that it does not include:

(i) Direct obligations of the Government of the United States;

(ii) Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

(iii) Shares issued by money market funds;

(iv) Shares issued by open-end funds other than reportable funds; and

(v) Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are reportable funds.

[69 FR 41708, July 9, 2004]

Section 206 of the Investment Advisers Act of 1940

Prohibited Transactions by Investment Advisers

It shall be unlawful for any investment adviser, by use of the mails or any means or instrumentality of interstate commerce, directly or indirectly–

 

(1) to employ any device, scheme, or artifice to defraud any client or prospective client;

 

(2) to engage in any transaction, practice, or course of business which operates as a fraud or deceit upon any client or prospective client;

 

(3) acting as principal for his own account, knowingly to sell any security to or purchase any security from a client, or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph (3) shall not apply to any transaction with a customer of a broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction;

 

(4) to engage in any act, practice, or course of business which is fraudulent, deceptive, or manipulative. The Commission shall, for the purposes of this paragraph (4) by rules and regulations define, and prescribe means reasonably designed to prevent, such acts, practices, and courses of business as are fraudulent, deceptive, or manipulative.

Section 206A of the Investment Advisers Act of 1940

Exemptions

The Commission, by rules and regulations, upon its own motion, or by order upon application, may conditionally or unconditionally exempt any person or transaction, or any class or classes or persons, or transactions, from any provision or provisions of this title or of any rule or regulation thereunder, if and to the extent that such exemption is necessary or appropriate in the public interest and consistent with the protection of investors and the purposes fairly intended by the policy and provisions of this title.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

28


Vontobel Asset Management, Inc.

 

LOGO

 

Section 204A of the Investment Advisers Act of 1940

Prevention of Misuse of Nonpublic Information

Every investment adviser subject to section 204 of this title shall establish, maintain, and enforce written policies and procedures reasonably designed, taking into consideration the nature of such investment adviser’s business, to prevent the misuse in violation of this Act or the Securities Exchange Act of 1934, or the rules or regulations thereunder, of material, nonpublic information by such investment adviser or any person associated with such investment adviser. The Commission, as it deems necessary or appropriate in the public interest or for the protection of investors, shall adopt rules or regulations to require specific policies or procedures reasonably designed to prevent misuse in violation of this Act or the Securities Exchange Act of 1934 (or the rules or regulations thereunder) of material, nonpublic information.

Definitions:

“Beneficial Owner” - as defined in Section 16 of the Securities Exchange Act of 1934 - The term beneficial owner shall have the following applications:

Solely for purposes of determining whether a person is a beneficial owner of more than ten percent of any class of equity securities registered pursuant to section 12 of the Act, the term “beneficial owner” shall mean any person who is deemed a beneficial owner pursuant to section 13(d) of the Act and the rules thereunder; provided, however, that the following institutions or persons shall not be deemed the beneficial owner of securities of such class held for the benefit of third parties or in customer or fiduciary accounts in the ordinary course of business (or in the case of an employee benefit plan specified in paragraph (a)(1)(vi) of this section, of securities of such class allocated to plan participants where participants have voting power) as long as such shares are acquired by such institutions or persons without the purpose or effect of changing or influencing control of the issuer or engaging in any arrangement subject to Rule 13d-3(b) (§ 240.13d-3(b)):

 

   

A broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

 

   

A bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

 

   

An insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

 

   

An investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

 

   

Any person registered as an investment adviser under Section 203 of the Investment Advisers Act of 1940 (15 U.S.C. 80b-3) or under the laws of any state;

 

   

An employee benefit plan as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, 29 U.S.C. 1001 et seq. (“ERISA”) that is subject to the provisions of ERISA, or any such plan that is not subject to ERISA that is maintained primarily for the benefit of the employees of a state or local government or instrumentality, or an endowment fund;

 

   

A parent holding company or control person, provided the aggregate amount held directly by the parent or control person, and directly and indirectly by their subsidiaries or affiliates that are not persons specified in paragraphs (a)(1)(i) through (ix), does not exceed one percent of the securities of the subject class;

 

   

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

   

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); and

 

   

A group, provided that all the members are persons specified in § 240.16a-1(a)(1)(i) through (ix).

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

29


Vontobel Asset Management, Inc.

 

LOGO

 

 

   

A group, provided that all the members are persons specified in § 240.16a-1(a)(1) (i) through (vii).

 

 

 

Note to paragraph (a). Pursuant to this section, a person deemed a beneficial owner of more than ten percent of any class of equity securities registered under section 12 of the Act would file a Form 3 (§ 249.103), but the securities holdings disclosed on Form 3, and changes in beneficial ownership reported on subsequent Forms 4 (§ 249.104) or 5 (§ 249.105), would be determined by the definition of “beneficial owner” in paragraph (a)(2) of this section.

 

 

Other than for purposes of determining whether a person is a beneficial owner of more than ten percent of any class of equity securities registered under Section 12 of the Act, the term beneficial owner shall mean any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the equity securities, subject to the following:

The term pecuniary interest in any class of equity securities shall mean the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities.

The term indirect pecuniary interest in any class of equity securities shall include, but not be limited to:

Securities held by members of a person’s immediate family sharing the same household; provided, however, that the presumption of such beneficial ownership may be rebutted; see also § 240.16a-1(a)(4);

A general partner’s proportionate interest in the portfolio securities held by a general or limited partnership. The general partner’s proportionate interest, as evidenced by the partnership agreement in effect at the time of the transaction and the partnership’s most recent financial statements, shall be the greater of:

The general partner’s share of the partnership’s profits, including profits attributed to any limited partnership interests held by the general partner and any other interests in profits that arise from the purchase and sale of the partnership’s portfolio securities; or

The general partner’s share of the partnership capital account, including the share attributable to any limited partnership interest held by the general partner.

A performance-related fee, other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; provided, however, that no pecuniary interest shall be present where:

The performance-related fee, regardless of when payable, is calculated based upon net capital gains and/or net capital appreciation generated from the portfolio or from the fiduciary’s overall performance over a period of one year or more; and

Equity securities of the issuer do not account for more than ten percent of the market value of the portfolio. A right to a nonperformance-related fee alone shall not represent a pecuniary interest in the securities;

A person’s right to dividends that are separated or separable from the underlying securities. Otherwise, a right to dividends alone shall not represent a pecuniary interest in the securities;

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

30


Vontobel Asset Management, Inc.

 

LOGO

 

A person’s interest in securities held by a trust, as specified in § 240.16a-8(b); and

A person’s right to acquire equity securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

A shareholder shall not be deemed to have a pecuniary interest in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

Where more than one person subject to section 16 of the Act is deemed to be a beneficial owner of the same equity securities, all such persons must report as beneficial owners of the securities, either separately or jointly, as provided in § 240.16a-3(j). In such cases, the amount of short-swing profit recoverable shall not be increased above the amount recoverable if there were only one beneficial owner.

Any person filing a statement pursuant to section 16(a) of the Act may state that the filing shall not be deemed an admission that such person is, for purposes of section 16 of the Act or otherwise, the beneficial owner of any equity securities covered by the statement.

The following interests are deemed not to confer beneficial ownership for purposes of section 16 of the Act:

Interests in portfolio securities held by any holding company registered under the Public Utility Holding Company Act of 1935 (15 U.S.C. 79a et seq.);

Interests in portfolio securities held by any investment company registered under the Investment Company Act of 1940 (15 U.S.C. 80a-1 et seq.); and

Interests in securities comprising part of a broad-based, publicly traded market basket or index of stocks, approved for trading by the appropriate federal governmental authority.

The term call equivalent position shall mean a derivative security position that increases in value as the value of the underlying equity increases, including, but not limited to, a long convertible security, a long call option, and a short put option position.

The term derivative securities shall mean any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to an equity security, or similar securities with a value derived from the value of an equity security, but shall not include:

Rights of a pledgee of securities to sell the pledged securities;

Rights of all holders of a class of securities of an issuer to receive securities pro rata, or obligations to dispose of securities, as a result of a merger, exchange offer, or consolidation involving the issuer of the securities;

Rights or obligations to surrender a security, or have a security withheld, upon the receipt or exercise of a derivative security or the receipt or vesting of equity securities, in order to satisfy the exercise price or the tax withholding consequences of receipt, exercise or vesting;

Interests in broad-based index options, broad-based index futures, and broad-based publicly traded market baskets of stocks approved for trading by the appropriate federal governmental authority;

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

31


Vontobel Asset Management, Inc.

 

LOGO

 

Interests or rights to participate in employee benefit plans of the issuer;

Rights with an exercise or conversion privilege at a price that is not fixed; or

Options granted to an underwriter in a registered public offering for the purpose of satisfying over-allotments in such offering.

The term equity security of such issuer shall mean any equity security or derivative security relating to an issuer, whether or not issued by that issuer.

The term immediate family shall mean any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and shall include adoptive relationships.

The term “officer” shall mean an issuer’s president, principal financial officer, principal accounting officer (or, if there is no such accounting officer, the controller), any vice-president of the issuer in charge of a principal business unit, division or function (such as sales, administration or finance), any other officer who performs a policy-making function, or any other person who performs similar policy-making functions for the issuer. Officers of the issuer’s parent(s) or subsidiaries shall be deemed officers of the issuer if they perform such policy-making functions for the issuer. In addition, when the issuer is a limited partnership, officers or employees of the general partner(s) who perform policy-making functions for the limited partnership are deemed officers of the limited partnership. When the issuer is a trust, officers or employees of the trustee(s) who perform policy-making functions for the trust are deemed officers of the trust.

 

 

Note: “Policy-making function” is not intended to include policy-making functions that are not significant. If pursuant to Item 401(b) of Regulation S-K (§ 229.401(b)) the issuer identifies a person as an “executive officer,” it is presumed that the Board of Directors has made that judgment and that the persons so identified are the officers for purposes of Section 16 of the Act, as are such other persons enumerated in this paragraph (f) but not in Item 401(b).

 

 

The term portfolio securities shall mean all securities owned by an entity, other than securities issued by the entity.

The term put equivalent position shall mean a derivative security position that increases in value as the value of the underlying equity decreases, including, but not limited to, a long put option and a short call option position.

“Security(ies) - as defined in Section 202(a)(18) of the Investment Advisers Act of 1940 - “Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

32


Vontobel Asset Management, Inc.

 

LOGO

 

APPENDIX B

Officers authorized to approve trades:

Joseph Mastoloni

Henry Schlegel

Thomas Wittwer

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

33


Vontobel Asset Management, Inc.

 

LOGO

 

APPENDIX C

The following items are expressly included within the Code’s definition of “Security” and must be pre-cleared:

 

   

Equity security

 

   

warrants

 

   

rights

 

   

convertible security

 

   

ADR’s, ADS’s, GDR’s

 

   

any type of preferred stock

 

   

corporate bonds

 

   

shares of registered open-end investment companies (mutual funds) that Vontobel advises or sub-advises

 

   

closed-end investment funds that Vontobel advises or sub-advises

The following items are expressly excluded from the Code’s definition of “Security” and do not require pre-clearance:

 

   

shares of an investment club account

 

   

securities issued by the US Government or US federal agencies that are direct obligations of the US

 

   

bankers’ acceptances, bank certificates of deposits and commercial paper

 

   

shares of registered open-end investment companies (mutual funds) that Vontobel does not advise or sub-advise

 

   

ETFs that Vontobel does not manage and that are based on a broad-based index

 

   

common securities indicies

 

   

commodities or commodity futures

 

Vontobel Asset Management, Inc.    1540 Broadway, 38th Floor    Telephone +1-212-415 70 00
   New York, N.Y.10036    Telefax +1-212-415-70 87

 

34

APPENDIX D

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERNATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

C ODE OF E THICS

Updated September 15, 2012


I. INTRODUCTION

This Code of Ethics (the “Code”) sets forth the standards of conduct expected of any officer, director (or other person occupying a similar status or performing similar functions), or an employee of F-Squared Investments, Inc., F-Squared Institutional Advisors, LLC, F-Squared Retirement Solutions, LLC, F-Squared Alternative Investments, LLC, and F-Squared Institutional Solutions, LLC (collectively, the “Adviser”), or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser (an “ Employee ”) and addresses conflicts of interest that arise from person trading by certain Employees. The Code is designed to comply with the requirements of Rule 204A-1 under the Investment Advisers Act of 1940, as amended.

Investing is a good practice. The Adviser believes that personal investing which is consistent with the Adviser’s investment philosophy and this Code provides useful training for the investment of our client’s assets.

The Adviser is required to provide all Employees with a copy of this Code and any amendments hereto. Each Employee is required to provide the Chief Compliance Officer with a written acknowledgement of his or her receipt of the Code and any amendments hereto.

Unless defined in the following sections, key terms and phrases have the meanings defined in Section VIII. Each defined word or phrase is identified in bold-faced type the first time it is used below.

II. STANDARDS OF BUSINESS CONDUCT

A. F IDUCIARY D UTY

This Code is based on the principle that the Adviser and you, as our Employee, owe a fiduciary duty to the Advisory Clients for which the Adviser serves as an adviser. Accordingly, you must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our Advisory Clients. The Code seeks to place the interests of Advisory Clients over the interests of the Adviser and any Employee, and to comply with the applicable Federal Securities Laws and other applicable law.

 

1


At all times, you must:

1. Place the interests of our Advisory Clients first . In other words, as a fiduciary you must scrupulously avoid serving your own personal interests ahead of the interests of our Advisory Clients. You may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than the benefit of the Advisory Client. For example, you would violate this Code if you caused an Advisory Client to purchase a security you owned for the purpose of increasing the price of that security. If you are an Access Person , you would also violate this Code if you made a personal investment in a security that might be an appropriate investment for an Advisory Client without first considering the security as an investment for the Advisory Client.

2. Conduct all of your personal securities transactions in full compliance with this Code. You must not take any action in connection with your personal investments that could cause even the appearance of unfairness or impropriety. Accordingly, you must comply with the policies and procedures set forth in this Code. Doubtful situations should be resolved against your personal trading.

3. Avoid taking inappropriate advantage of your position . The receipt of investment opportunities, gifts or gratuities from persons seeking business with the Adviser directly or on behalf of an Advisory Client could call into question the independence of your business judgment. Accordingly, you must comply with the policies and procedures set forth in this Code under the heading F IDUCIARY D UTIES . Doubtful situations should be resolved against your personal interest.

B. L EGAL COMPLIANCE

Employees must obey all laws and regulations applicable to the Adviser’s business, including but not limited to, the applicable Federal Securities Laws.

C. G IFTS

You must not accept any investment opportunity, gift, gratuity or other thing of more than nominal value, from any person or entity that does business, or desires to do business, with the Adviser directly or on behalf of an Advisory Client. You may accept gifts from a single giver so long as their aggregate annual value does not exceed $150, and you may attend business meals, sporting events and other entertainment events at the expense of a giver, so long as the expense is reasonable.

D. S ERVICE AS A D IRECTOR

You may not serve on the board of directors or other governing board of a publicly traded company, unless you have received the prior written approval of the Adviser. If you are permitted to serve on the board of a publicly traded company, you will be isolated from those Employees who make or participate in the investment decisions with respect to the Securities of that company, through an “Ethics Wall” or other procedures.

 

2


E. I NSIDER T RADING

You shall not engage in transactions in any Securities while in possession of material, nonpublic information regarding the Securities (so-called “insider trading”). Nor shall you communicate material, nonpublic information to any person who might use the information to purchase or sell Securities (so-called “tipping”).

Material Information . Generally speaking, information is “material” where there is a substantial likelihood that a reasonable investor could consider the information important in deciding whether to buy or sell the Securities in question, or where the information, if disclosed, could be viewed by a reasonable investor as having significantly altered the “total mix” of information available. Where the nonpublic information relates to a possible or contingent event, materiality depends upon a balancing of both the probability that the event will occur and the anticipated magnitude of the event in light of the totality of the activities of the issuer involved. Common, but by no means exclusive, examples of “material” information include information concerning a company’s sales, earnings, dividends, significant acquisitions or mergers and major litigation. So-called “market information,” such as information concerning an impending securities transaction may also, depending upon the circumstances, be “material.” Because materiality determinations are often challenged with the benefit of hindsight, if an Employee has any doubt whether certain information is “material,” this doubt should be resolved against trading or communicating this information.

Nonpublic information . Information is “nonpublic” until it has been made available to investors generally. In this respect, one must be able to point to some fact to show that the information is generally public, such as inclusion in reports filed with the SEC or press releases issued by the issuer of the Securities, or reference to this information in publications of general circulation.

Advisory Information . Information concerning (i) what Securities are being followed; (ii) specific recommendations made to Advisory Clients; (iii) prospective Securities transactions of its Advisory Clients; or (iv) Advisory Clients’ current holdings is strictly confidential. Under some circumstances, Advisory Information may be material and nonpublic.

F. H ANDLING OF C ONFIDENTIAL INFORMATION

Employees should observe the confidentiality of information that they acquire by virtue of their employment at the Adviser, except where disclosure is approved by the Adviser or otherwise legally mandated. Of special sensitivity is financial information, which should under all circumstances be considered confidential except when it has been made publicly available in a press release or a report filed with the Securities and Exchange Commission or other comparable regulatory authority.

III. PERSONAL SECURITIES TRANSACTIONS – ACCESS PERSONS

A. T RADING IN G ENERAL

An Access Person must not engage, and must not permit any other person or entity to engage, in any purchase or sale of a Covered Security in which such Access Person has, or by reason of the transaction will acquire any direct or indirect Beneficial Ownership , unless (i) the transaction is an Exempt Transaction (as set forth below) or (ii) he/she has have complied with the provisions set forth below.

 

3


B. P RE - CLEARANCE

Access Persons must seek to obtain pre-clearance trading approval from the Chief Compliance Officer to purchase or sell any Covered Security placed on either the Adviser Restricted List or Pre-Clearance List for which the person has or will have by reason of the trade a Beneficial Ownership. The Adviser Restricted List will be monitored and amended on an as needed basis by the Investment Committee and Chief Compliance Officer.

Finally, Access Persons must seek to obtain pre-clearance trading approval from the Adviser before directly or indirectly acquiring Beneficial Ownership in any Security in an Initial Public Offering or in a Limited Offering .

C. B ENEFICIAL O WNERSHIP

To determine whether a person has “Beneficial Ownership,” Access Persons are considered to have Beneficial Ownership of Securities if such Access Person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise have or share a direct or indirect “pecuniary interest” in such Securities.

An Access Person has a pecuniary interest in the Securities if such Access Person has the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the Securities.

The following are examples of an indirect pecuniary interest in Securities:

Securities held by members of an Access Person’s Immediate Family sharing the same household; however, this presumption may be rebutted by convincing evidence that profits derived from transactions in these Securities will not provide such Access Person with any economic benefit where “Immediate Family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, and includes any adoptive relationship.

An Access Person’s proportionate interest as a general partner in portfolio Securities held by a general or limited partnership.

An Access Person’s interest as a manager-member in the Securities held by a limited liability company.

Access Persons do not have an indirect pecuniary interest in the portfolio Securities held by a corporation or similar entity in which he/she owns securities if such Access Person is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

 

4


The following circumstances constitute Beneficial Ownership of Securities held by a trust by an Access Person:

If an Access Person is a trustee of the trust and has a pecuniary interest in any holding or transaction in the issuer’s Securities held by the trust as well as if an Access Person is trustee and members of such Access Person’s Immediate Family receive certain performance fees or a member of such Access Person’s Immediate Family is a beneficiary to the trust.

If an Access Person is a beneficiary to a trust and such Access Person (a) shares investment control with the trustee with respect to a trust transaction, the transaction shall be attributed to such Access Person as well as the trust, (b) has investment control with respect to a trust transaction without consultation with the trustee, the transaction shall be attributed to such Access Person and (c) such Access Person shall be deemed to have pecuniary interest in the issuer’s securities held by a trust to the extent of such Access Person’s pro rata interest in the trust where the trustee does not exercise exclusive control. For instance, an Access Person who holds securities as a beneficiary of a trust over which he has investment discretion, such as a 401(k) or other participant-directed employee benefit plan, would be considered beneficial owner of Securities in the plan.

If you are a settlor of a trust and reserve the right to revoke the trust without the consent of another person, the trust holdings and transactions shall be attributed to you; provided, however, if the settlor does not exercise or share investment control over the issuer’s securities held by the trust, the trust holdings and transactions shall be attributed to the Trust instead of you as settlor.

D. E XEMPT S ECURITIES

Access Persons are required to report all transactions in Covered Securities. The following are not considered Covered Securities:

1. direct obligations of the Government of the United States;

2. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

3. Shares issued by money market Funds ;

4. Shares issued by open-end Funds except Reportable Funds .

E. I NITIAL P UBLIC O FFERINGS

Access Persons must obtain prior written approval of the Chief Compliance Officer to acquire direct or indirect Beneficial Ownership of any Security in an Initial Public Offering.

F. L IMITED O FFERINGS

Access Persons must obtain prior written approval of the Chief Compliance Officer to acquire direct or indirect Beneficial Ownership of any Security in a Limited Offerings . Approval will not be given unless a determination is made that the investment opportunity has not been offered to you by virtue of your position.

 

5


Upon receiving pre-clearance, if you have acquired Beneficial Ownership in Securities in a Limited Offering, you must disclose your investment when you play a part in any consideration of an investment by an Advisory Client in the issuer of the Securities.

G. U SE OF B ROKER -D EALERS AND C ONFIRMATIONS

Every Access Person may direct each broker, dealer or bank who maintains an account for Covered Securities of which such Access Person has direct or indirect Beneficial Ownership, to supply to the Chief Compliance Officer, duplicate copies of confirmations of all transactions in the account and copies of periodic statements for the account (see example letter set forth in Appendix V).

H. R EPORTING

The Chief Compliance Officer shall identify all Access Persons who are under the duty to complete and provide the reports described below and shall inform such persons of such duty. The Chief Compliance Officer will review the account statements and the reports required pursuant to this Reporting section.

All reports and account statements received by the Adviser shall be kept confidential except to the extent that disclosure may be required by regulatory authorities and that disclosure, on a confidential basis, may be made for an audit of compliance procedures.

I. I NITIAL H OLDINGS R EPORTS

If you are an Access Person, you must report no later than ten (10) days after becoming an Access Person to the Chief Compliance Officer the following information, and such report must be current as of a date no more than forty five (45) days prior to the date you become an Access Person:

(a) the title and type of security, the exchange ticker symbol or CUSIP number (as applicable), number of shares, and principal amount of each Covered Security in which the Access Person had any direct or indirect Beneficial Ownership as of the date the person became an Access Person;

(b) the name of the broker, dealer or bank with which the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person as of the date the person became an Access Person 1 ; and

(c) the date that the report is submitted by the Access Person.

 

 

1  

Please note the report requires disclosure of the name of any broker-dealer or bank with which the Access Person has an account in which “any Securities” are held for his direct or indirect benefit and not just accounts holding Covered Securities.

 

6


The Access Person must submit annually thereafter an annual holdings report setting forth the above-specified information as mentioned below. The Form to be used initially to report an Access Person’s holdings is set forth in Appendix I.

J. Q UARTERLY T RANSACTION R EPORTS

Every Access Person must report to the Chief Compliance Officer no later than thirty (30) days after the end of the calendar quarter, the following information:

(a) With respect to any transaction during the quarter in a Covered Security in which the Access Person had or acquired any direct or indirect Beneficial Ownership:

(1) The date of the transaction, the title, the exchange ticker symbol or CUSIP number (as applicable), the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

(2) The nature of the transaction ( i.e., purchase, sale or any other type of acquisition or disposition);

(3) The price of the Covered Security at which the transaction was effected;

(4) The name broker, dealer or bank with or through which the transaction was effected; and

(5) The date that the report is submitted by the Access Person.

The foregoing includes reporting securities acquired through a gift or inheritance.

(b) With respect to any account established by the Access Person in which any Securities were held during the quarter for the direct or indirect benefit of the Access Person 2 :

(1) The name of the broker, dealer or bank with which the Access Person established the account;

(2) The date the account was established; and

(3) The date that the report is submitted by the Access Person.

 

 

2  

Please note the report requires disclosure of the name of any broker-dealer or bank with which the Access Person has an account in which “any Securities” are held for his direct or indirect benefit and not just accounts holding Covered Securities.

 

7


(c) If an Access Person instructs all brokers, dealers or banks that hold Securities in which such Access Person has any direct or indirect Beneficial Ownership, to provide duplicate broker-trade confirmations and account statements required under the above sub-section G. entitled “Use of Broker-Dealers and Confirmations” to the Chief Compliance Officer within the time period required for a Quarterly Transaction Report ( i.e. , within thirty (30) days after the end of the applicable calendar quarter) and provides the information required in part b. above, then such Access Person need only represent on the Quarterly Transaction Report:

(1) that he/she has directed all broker, dealers or banks who hold any Securities in which such Access Person has Beneficial Ownership to send duplicate confirmations and account statements to the Chief Compliance Officer;

(2) the form of such confirmations, account statements or records provide to the Adviser contain all the information required in a Quarterly Transaction Report; and

(3) with respect to any account established during the applicable quarter in which the Access Person has Beneficial Ownership in Securities, the information provided in accordance with part (b) is true and accurate.

It is the obligation of each Access Person relying on part (c) to ensure compliance with its requirements. The Form used for the Quarterly Transaction Report has been attached as Appendix II.

K. A NNUAL H OLDINGS R EPORTS

If you are an Access Person, you must report no later than thirty (30) days after the calendar year end, the following information:

(a) the title and type of Security, the exchange ticker symbol or CUSIP number (as applicable), number of shares, and principal amount of each Covered Security in which the Access Person has any direct or indirect Beneficial Ownership;

(b) the name of any broker, dealer or bank with which the Access Person maintains an account in which any Securities are held for the direct or indirect benefit of the Access Person 3 ; and

(c) the date that the report is submitted by the Access Person.

The above information is required to be updated annually. More specifically, each Access Person must submit annually a holdings report setting forth the above-specified information that must be current as of a date no more than forty-five (45) days before the report is submitted. The Form used to report personal holdings is set forth in Appendix I.

 

 

3  

Please note the report requires disclosure of the name of any broker-dealer or bank with which the Access Person has an account in which “any Securities” are held for his direct or indirect benefit and not just accounts holding Covered Securities.

 

8


L. E XCEPTIONS TO R EPORTING R EQUIREMENTS

(a) An Access Person need not make a report to the Chief Compliance Officer under the Reporting Section above with respect to transactions effected for, and Covered Securities held in, any account over which the Access Person has no direct or indirect influence or control.

(b) As noted above, an Access Person need not report securities transactions during a calendar quarter on the Quarterly Transaction Report to the Chief Compliance Officer if all the information in the report would duplicate information contained in broker trade confirmations or account statements that the Adviser holds in its records so long as the Adviser receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter. In this case you may certify on your Quarterly Transaction Report under Section C that your trade confirmation and/or brokerage account statements represent all transactions that must be reported.

(c) Access Persons are not required to report securities transactions in Covered Securities purchased pursuant to an Automatic Investment Plan on the Quarterly Transaction Report.

IV. PERSONAL SECURITIES TRANSACTIONS – ALL EMPLOYEES

In addition to Access Persons the Adviser has implemented a policy whereby all employees must seek to obtain pre-clearance trading approval from the Chief Compliance Officer to purchase or sell any Covered Security placed on the Adviser Pre-clearance List for which the person has or will have by reason of the trade a Beneficial Ownership. The Adviser Pre-clearance List will be monitored and amended on an as needed basis by the Investment Committee and Chief Compliance Officer. A form for this purpose is attached to this Code as Appendix VII.

V. COMPLIANCE CERTIFICATIONS

A. C ERTIFICATE OF R ECEIPT

Employees are required to acknowledge receipt of your copy of this Code and any amendment hereto. A Form for this purpose is attached to this Code as Appendix III.

B. A NNUAL C ERTIFICATE OF C OMPLIANCE

You are required to certify upon commencement of your employment or the effective date of this Code, whichever occurs later, and annually thereafter, that you have read and understand this Code and recognize that you are subject to this Code. Each annual certificate will also state that you have complied with the requirements of this Code during the prior year, and if you are an Access Person that you have disclosed, reported, or caused to be reported all transactions during the prior year in Covered Securities of which you had or acquired Beneficial Ownership. A Form for this purpose is attached to this Code as Appendix IV.

 

9


VI. REPORTING OF VIOLATIONS

If an Employee becomes aware of any violation(s) or potential violation(s) of any of the provisions of this Code of Ethics, such Employee must report such violation(s) or potential violation(s) promptly to the Chief Compliance Officer. Failure to report any violation(s) of this Code that an Employee is are aware of, in a prompt manner will be considered itself a violation of the Code and subject to remedial action.

VII. REMEDIAL ACTIONS

If you violate this Code, you are subject to remedial actions, to be imposed by the Chief Compliance Officer, which may include, but are not limited to, disgorgement of profits, imposition of a substantial fine, demotion, suspension or termination.

VIII. ADMINISTRATION

A. I NTERPRETATIONS AND E XCEPTIONS

Please refer any questions regarding the applicability, meaning or administration of this Code to the Chief Compliance Officer in advance of any contemplated transaction. Exemptions from certain provisions of this Code may be granted by the Chief Compliance Officer if it is determined that the fundamental obligations of the person involved are not and will not be compromised. In no instance will exemptions be granted if the exemptions are not permitted under the applicable Federal Securities Laws.

B. Q UESTIONS

Questions regarding this Code of Ethics should be addressed to the Chief Compliance Officer.

C. R EVIEW

The Chief Compliance Officer will annually review the adequacy of the Code and the effectiveness of its implementation.

D. A PPENDICES

The following appendices are attached to this Code and are a part of this Code:

I. Form for report of initial and annual personal securities holdings.

II. Form for quarterly report of personal securities transactions.

III. Form for acknowledgment of receipt of this Code.

IV. Form for annual certification of compliance with this Code.

V. Sample of duplicate confirmation and statement request letter.

 

10


VI. Form for listing Restricted List of Securities

VII. Form for listing the Pre-clearance List of Securities

VIII. Form for quarterly report of Non-Access Person’s transactions involving Pre-clearance Securities

IX. DEFINITIONS

A. “Access Person” means any Employee of the Adviser who:

(i) has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holding of any Reportable Fund, or

(ii) is involved in making securities recommendations to clients or has access to such recommendations that are nonpublic, or

(iii) is a director, executive officer, (or other person holding a similar position or performing similar functions) of the Adviser.

B. “Advisory Client” means a client for whom the Adviser provides investment advisory services for compensation.

C. “Automatic Investment Plan” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a pre-determined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

D. “Beneficial Ownership” shall be interpreted in the same manner as it would be under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934 (the “Exchange Act” ) in determining whether a person has beneficial ownership of a security for purposes of Section 16 of the Exchange Act and the rules and regulations thereunder. In this regard, beneficial ownership will be deemed to exist if a person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares, a direct or indirect pecuniary interest in the securities ( i.e ., an opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the securities). Under this definition, an indirect pecuniary interest in securities generally includes, but is not limited to, securities held by members of a person’s immediate family sharing the same household provided, however, this presumption of beneficiary ownership may be rebutted, a person’s interests in securities held in certain trusts, a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership, a person’s right to receive dividends that is separated or separable from the underlying securities (otherwise a right to receive dividends alone shall not represent a pecuniary interest) and a person’s right to acquire securities through the exercise or conversion

 

11


of any derivative security whether or not presently exercisable. A person will not be deemed to be the beneficial owner of portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio. See the Section “Personal Securities Transactions — Beneficial Ownership” for a further discussion of determining Beneficial Ownership.

E. “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended.

F. “Covered Security” shall mean a Security as defined in item N below (in effect, all securities) except that it shall not include direct obligations of the Government of the United States; bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; money market fund shares and shares issued by registered open-end investment companies other than Reportable Funds.

G. “ Employee ” means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of the Adviser, or other person who provides investment advice on behalf of the Adviser and is subject to the supervision and control of the Adviser.

H. “ Federal Securities Laws ” means the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended,, the Investment Advisers Act of 1940, as amended, Title V of Gramm-Leach-Bliley act, any rules adopted by the Securities and Exchange Commission under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

I. “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended.

J. “Fund” means an investment company registered under the Investment Company Act of 1940, as amended.

K. “Limited Offering” shall mean an offering that is exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 promulgated thereunder.

L. “Purchase or Sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.

 

12


M. “Reportable Fund” means:

(i) Any Fund for which the Adviser serves as investment adviser as defined in section 2(a)(20) of the Investment Company Act of 1940, as amended ( i.e. , the fund’s board approves the Adviser to serve in such capacity), or

(ii) Any Fund whose investment adviser or principal underwriter controls the Adviser, is controlled by the Adviser, or is under common control with the Adviser.

N. “Security” shall mean any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any security of the foregoing.

The term “Security” includes any option or derivative instrument on that Security and any other Security that is convertible into or exchangeable for that Security.

 

13


Appendix I

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERVATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

Code of Ethics

P ERSONAL S ECURITIES I NITIAL A ND A NNUAL H OLDINGS R EPORT

Please mark the following as applicable:

If this is your first holdings report being submitted upon becoming an Access Person (as such term is defined in the Code of Ethics), please check the following box and fill in the date you became an Access Person. ¨ Date of becoming an Access Person was                     .

If an initial report, the information to be provided below should be as of the date you became an Access Person and must be submitted no later than 10 days after you became an Access Person.

If you are an Access Person and are submitting this holding report as the annual report of your holdings and brokerage accounts, please check the following box. ¨

If an annual report, the information provided below must be current as of a date no more than forty-five (45) days before the report is submitted.

Please provide the following information for the broker–dealers with whom you maintained an account in which any Securities were held for your direct or indirect benefit.

 

1. Name of Employee:

 

2. If different than #1, name of the person in whose name the account is held:

 

3. Relationship of 2 to 1

 

4. Broker(s) at which account is maintained:

 

5. Account Number(s)

 

6. Telephone number(s) of Broker

 

7. For each account, attach your most recent account statement listing Covered Securities in that account. If you own Covered Securities that are not listed in an attached account statement or the account statement does not reflect the information specified below, please provide the following information with respect to each Covered Security in which you had any direct or indirect beneficial ownership.


N AME

OF S ECURITY *

   T YPE   OF  S ECURITY ,
EXCHANGE

SYMBOL   OR   CUSIP
( IF APPLICABLE )
   N UMBER   OF  S HARES    P RINCIPAL  A MOUNT    N AME OF
B ROKER /D EALER
OR B ANK
WHO   MAINTAINS
THESE  S ECURITIES
           

(Attach separate sheet if necessary or attached copies of statements.)

Please remember to report all interests in limited partnerships or limited liabilities companies including firm approved co-investments.

I certify that to the best of my knowledge this form and the attached statement (if any) constitute all of the information required to be submitted under the Code of Ethics.

Date Submitted: __________________

Signature                                         

Print Name                                       

Date Reviewed by the firm’s Compliance Officer: _______________

Compliance Officer Initials: _______________

 

* Please remember to report all interests in limited partnerships or limited liabilities companies including firm approved co-investments.


Appendix II

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERVATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

S ECURITIES T RANSACTION R EPORT

F OR THE C ALENDAR Q UARTER E NDED [                    ]

To: Chief Compliance Officer             FROM (please print): _________________

A. During the quarter referred to above, the following transactions were effected in Covered Securities of which I had, or by reason of such transactions acquired, direct or indirect Beneficial Ownership, and which are required to be reported pursuant to the Code of Ethics.

 

S ECURITY

(I NCLUDE

F ULL N AME

OF I SSUER )

   D ATE OF
T RANSACTION
   T YPE OF
S ECURITY ,
EXCHANGE
SYMBOL OR
CUSIP ( IF
APPLICABLE )
   I NTEREST
RATE AND
M ATURITY
D ATE ( IF
APPLICABLE )
   N UMBER
OF
S HARES
   P RINCIPAL
A MOUNT OF
T RANSACTION
   N ATURE OF
T RANSACTION :
(B UY /S ELL )
   P RICE AT
WHICH
T RANSACTION
EFFECTED
   B ROKER /D EALER
OR B ANK
E FFECTED
T HROUGH :
                       

Please remember to report all interests in limited partnerships or limited liabilities companies including firm approved co-investments.

B. During the quarter referred to above, I established the following accounts in which any Securities were held during the quarter for my direct or indirect benefit:

 

N AME OF B ROKER /D EALER ,

B ANK OR E NTITY WITH THE A CCOUNT

   D ATE  A CCOUNT   WAS
ESTABLISHED


C. In lieu of the information required under A above, I represent that I have given instructions to each broker-dealer who holds Securities in which I have Beneficial Ownership to provide duplicate trade confirmations and/or brokerage account statements to the Adviser and together with any new accounts listed under B above, such transactions represent all transactions which must be reported pursuant to the Code of Ethics. ¨

or

No reportable transactions. ¨

This report (i) excludes transactions effected for or Securities held in any account over which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect Beneficial Ownership in the Securities listed above.

This report is to be signed, dated and returned within thirty days of the end of the calendar quarter.

Signature:

Printed name:

Date Submitted:

Date Reviewed by the Chief Compliance Officer: _______________

Compliance Officer Initials: _____________


Appendix III

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERVATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

Code of Ethics

A CKNOWLEDGEMENT OF R ECEIPT OF C ODE OF E THICS

This Code of Ethics has been adopted by F-Squared Investments, Inc., F-Squared Institutional Advisors, LLC, F-Squared Retirement Solutions, LLC, F-Squared Alternative Investments, LLC, and F-Squared Institutional Solutions, LLC (collectively, the “Adviser”) for the purpose of, among other things, setting forth the Adviser’s policies on personal transactions in securities or other investments.

I acknowledge that I have received a copy of, read and understood the provisions of, and agreed to comply with the terms of the Adviser’s Code of Ethics.

 

Date: _______________________    
    Signature:    
    Print Name:    


Appendix IV

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERVATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

Code of Ethics

A NNUAL C ERTIFICATION

I hereby certify that I have read and understand the Code of Ethics. I recognize that I must disclose or report all personal securities transactions required to be disclosed or reported thereunder and comply in all other respects with the requirements of such Code. I certify that I have, to date, complied and agree to comply in the future with the Code. I also agree to cooperate fully with any investigation or inquiry as to whether a possible violation of the foregoing Code has occurred. I understand that any failure to comply in all aspects with the foregoing and this Code may lead to sanctions, including dismissal.

 

Date: _______________________    
    Signature:    
    Print Name:    


Appendix V

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERVATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

Code of Ethics

D UPLICATE STATEMENT REQUEST LETTER

D ATE

Name of the Brokerage Firm

Brokerage Firm Address

Re: Name of Employee

Dear Sir or Madam:

F-Squared Investments, Inc., F-Squared Institutional Advisors, LLC, F-Squared Retirement Solutions, LLC, F-Squared Alternative Investments, LLC, and F-Squared Institutional Solutions, LLC (collectively, the “Adviser”) are each an SEC-registered investment adviser. We hereby grant [insert name of the Employee] (the “Employee”) the authorization to open an account at your firm. Additionally, our employees are subject to a Code of Ethics that requires regular quarterly reporting of securities transactions to the Adviser’s Chief Compliance Officer. In order comply with this requirement, we request that trade confirmations of all of the Employee’s transactions and duplicates of all Employee’s brokerage statements be forwarded directly to the Chief Compliance Officer at the address below.

Mitchell Fishman

Chief Compliance Officer

F-Squared Investments, Inc.

One Newton Executive Park

2221 Washington Street, Suite 201

Newton, MA 02462

Any questions about this reporting requirement can be directed to me at (857) 404-0003. Thank you in advance for your prompt attention to this matter.

Sincerely,

Mitchell Fishman

Chief Compliance Officer


Appendix VI

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERVATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

C ODE OF E THICS

R ESTRICTED L IST

All Employees including Access Persons must seek to obtain pre-clearance trading approval from the Chief Compliance Officer to purchase or sell any Covered Security placed on the Adviser Restricted List for which the person has or will have by reason of the trade a Beneficial Ownership.

The following Covered Securities are on the Restricted List:

 

Name of Security

   Type of Security,
exchange symbol
or CUSIP (if
applicable)
  


Appendix VII

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERVATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

C ODE OF E THICS

PRE-CLEARANCE L IST

All Employees including Access Persons must seek to obtain pre-clearance trading approval from the Chief Compliance Officer to purchase or sell any Covered Security placed on the Adviser Restricted List for which the person has or will have by reason of the trade a Beneficial Ownership.

The following Covered Securities are on the Restricted List:

 

Name of Security

   Type of Security,
exchange symbol
or CUSIP (if
applicable)


APPENDIX VIII

F-SQUARED INVESTMENTS, INC

F-SQUARED INSTITUTIONAL ADVISORS, LLC

F-SQUARED RETIREMENT SOLUTIONS, LLC

F-SQUARED ALTERVATIVE INVESTMENTS, LLC

F-SQUARED INSTITUTIONAL SOLUTIONS, LLC

NON- ACCESS PERSONS

P RE -C LEARANCE LIST S ECURITIES T RANSACTION R EPORT

F OR THE C ALENDAR Q UARTER E NDED [                    ]

To: Chief Compliance Officer

A. During the quarter referred to above, the following transactions were effected in Covered Securities which were listed on the Restricted List , which I had, or by reason of such transactions acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics.

 

S ECURITY

(I NCLUDE

F ULL N AME

OF I SSUER )

   D ATE OF
T RANSACTION
   T YPE OF
S ECURITY ,
EXCHANGE
SYMBOL OR
CUSIP ( IF
APPLICABLE )
   I NTEREST
RATE AND
M ATURITY
D ATE ( IF
APPLICABLE )
   N UMBER
OF
S HARES
   P RINCIPAL
A MOUNT OF
T RANSACTION
   N ATURE OF
T RANSACTION :
(B UY /S ELL )
   P RICE AT
WHICH
T RANSACTION
EFFECTED
   B ROKER /
D EALER
OR B ANK
E FFECTED
T HROUGH :

No reportable transactions. ¨

This report (i) excludes transactions effected for or securities held in any account over which I had no direct or indirect influence or control, (ii) excludes other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

This report is to be signed, dated and returned within thirty days of the end of the calendar quarter.

Signature:                                                                                                                                Date Submitted:

Printed name:

Date Reviewed by the Chief Compliance Officer: _______________

Chief Compliance Officer Initials: _______

CODE OF ETHICS

OF

THE HERZFELD CARIBBEAN BASIN FUND, INC.

&

THOMAS J. HERZFELD ADVISORS, INC.

PREAMBLE

This Code of Ethics is being adopted in compliance with the requirements of Rule 17j-1 under the Investment Company Act of 1940 (the “Act”) and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”) adopted by the United States Securities and Exchange Commission to effectuate the purposes and objectives of the rules.

Rule 17j-1 makes it unlawful for certain persons, in connection with purchase or sale by such person of a security held or to be acquired by The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”):

 

  (1) To employ a device, scheme or artifice to defraud the Fund;

 

  (2) To make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances in which they are made, not misleading;

 

  (3) To engage in any act, practice or course of business which operates or would operate as a fraud or deceit upon the Fund; or

 

  (4) To engage in a manipulative practice with respect to the Fund.

Section 206 of the Advisers Act makes it unlawful for certain persons including Thomas J. Herzfeld Advisors, Inc. (the “Adviser”):

(1) To employ any device, scheme or artifice to defraud any client or prospective client;

(2) To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client;

(3) Acting as principal for his own account, knowingly to sell any security to or purchase any security from a client; or acting as broker for a person other than such client, knowingly to effect any sale or purchase of any security for the account of such client, without disclosing to such client in writing before the completion of such transaction, the capacity in which he is acting and obtaining the consent of the client to such transaction. The prohibitions of this paragraph (3) shall not apply to any transaction with a customer of a broker or dealer if such broker or dealer is not acting as an investment adviser in relation to such transaction; or


(4) To engage in any act, practice, or course of business which is fraudulent, deceptive or manipulative.

Rule 17j-1 and/or Rule 204A-1 require the Fund and its investment adviser to adopt a written Code of Ethics containing provisions reasonably necessary to prevent persons from engaging in acts in violation of the above standard and to use reasonable diligence, and institute procedures reasonably necessary to prevent violations of the Code.

Set forth below is the Code of Ethics adopted by the Board of Directors of the Fund (the “Fund Board”) and by the Adviser in compliance with the Rule. This Code is based upon the principle that the directors and officers of the Fund, and certain affiliated persons of the Fund and Adviser, owe a fiduciary duty to, among others, the shareholders of the Fund to conduct their affairs, including their personal securities transactions, in such manner to avoid (i) serving their own personal interests ahead of shareholders; (ii) taking inappropriate advantage of their position with the Fund; and (iii) any actual or potential conflicts of interest or any abuse of their position of Fund and responsibility.

1. DEFINITIONS

 

  (a) “Access Person” means any Advisory Person of the Fund or the Fund’s Adviser.

 

  (b) “Advisory Person” means

 

  (i) any director, trustee, officer, general partner or employee of the Fund or its Adviser (or any company in a control relationship to the Fund or investment adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to such purchase or sales; and

 

  (ii) any natural person in a control relationship to the Fund or the Adviser who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of a Covered Security by the Fund.

 

  (c) A security is “ being considered for purchase or sale” or is “ being purchased or sold” when a recommendation to purchase or sell the security has been made and communicated to the trading desk, which includes when the Fund has a pending “buy” or “sell” order with respect to a security, and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

 

  (d) “Beneficial ownership” shall be as defined in, and interpreted in the same manner as it would be in determining whether a person is subject to the provisions of, Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder which, generally speaking, encompasses those situations where the beneficial owner has the right to enjoy some economic benefit from the ownership of the security regardless of who is the registered owner. This would include:

 

-2-


  (i) securities which a person holds for his or her own benefit either in bearer form, registered in his or her own name or otherwise regardless of whether the securities are owned individually or jointly;

 

  (ii) securities held in the name of a member of his or her immediate family (spouse or child) sharing the same household;

 

  (iii) securities held by a trustee, executor, administrator, custodian or broker;

 

  (iv) securities owned by a general partnership of which the person is a member or a limited partnership of which such person is a general partner;

 

  (v) securities held by a corporation which can be regarded as a personal holding company of a person; and

 

  (vi) securities recently purchased by a person and awaiting transfer into his or her name.

 

  (e) “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Act.

 

  (f) Chief Compliance Officer ” for the Fund means Cecilia Gondor or her successor(s) appointed by the Fund Board. “ Chief Compliance Officer ” for the Adviser means Thomas Herzfeld or his successor(s) appointed by the board of directors of the Adviser.

 

  (g) “Covered Security” means a security, except that it shall not include

 

  (i) direct obligations of the Government of the United States;

 

  (ii) bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

 

  (iii) shares issued by registered, open-end investment companies, except shares issued by exchange traded funds or ETFs.

 

  (h) “Independent Director” means a Director of the Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the Act.

 

  (i) “Initial Public Offering” (“IPO”) means an offering of securities registered under the Securities Act of 1933 (“Securities Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

-3-


  (j) “Investment Personnel” means:

 

  (i) Any Advisory Person who, in connection with his regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of securities by the Fund.

 

  (ii) Any natural person who controls the Fund or Adviser and who obtains current information concerning recommendations made to the Fund regarding the purchase or sale of securities by the Fund.

 

  (k) “Limited Offering” means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or Section 4(6) or pursuant to rule 504, rule 505 or rule 506 under the Securities Act.

 

  (l) “Purchase or Sale of a Covered Security” includes the writing of an option to purchase or sell a Covered Security.

 

  (m) “Security Held or to be Acquired” by the Fund means:

 

  (i) any Covered Security which, within the most recent fifteen (15) days:

 

  (A) is or has been held by the Fund; or

 

  (B) is being or has been considered by the Fund or the Adviser for purchase by the Fund; and

 

  (ii) any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (m)(i) of this section.

 

  (n) “security” as defined in Section 2(a)(36) of the Act means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into in a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing.

2. PROHIBITED TRANSACTIONS

 

  (a) No Access Person shall engage in any act, practice or course of conduct, which would violate the provisions of Rule 17j-1 under the Act, Section 206 of the Adviser Act or Rule 204A-1 under the Advisers Act.

 

-4-


  (b) No Access Person shall:

 

  (i) purchase or sell, directly or indirectly, any Covered Security in which he has or by reason of such transaction acquires, any direct or indirect beneficial ownership and which to his or her actual knowledge at the time of such purchase or sale is a Security Held or to be Acquired by the Fund or the Adviser as defined under paragraph 1(m) above;

 

  (ii) disclose to other persons the securities activities engaged in or contemplated for the various series of the Fund;

 

  (iii) seek or accept anything of value, either directly or indirectly, from broker-dealers or other persons providing services to the Fund because of such person’s association with the Fund. For the purposes of this provision, the following gifts from broker-dealers or other persons providing services to the Fund will not be considered to be in violation of this section:

 

  (A) an occasional meal;

 

  (B) an occasional ticket to a sporting event, the theater or comparable entertainment;

 

  (C) a holiday gift of fruit or other foods, or other comparable gift.

 

  (c) No Investment Personnel shall:

 

  (i) Acquire directly or indirectly any beneficial ownership in any securities in an IPO if such security is being considered for purchase or sale by the Fund or is being purchased or sold by the Fund.

 

  (ii) Acquire directly or indirectly any beneficial ownership in any securities in a Limited Offering without prior approval of the Chief Compliance Officer or other person designated by the Fund Board. Any person authorized to purchase securities in a Limited Offering shall disclose such investment when they play a part in any subsequent consideration of an investment by the Fund in the issuer. In such circumstances, the Fund’s decision to purchase securities of the issuer shall be subject to independent review by the Fund’s officers with no personal interest in the issuer.

 

  (iii) Applicable only to Fund managers identified on Schedule A from time to time, buy or sell a Covered Security within seven (7) calendar days before and after any series of the Fund that he or she manages trades in that security. Any profits realized on trades within the proscribed period are required to be disgorged. Schedule A will be amended as necessary by the Fund Board to reflect changes in Adviser personnel.

 

-5-


  (iv) Serve on the board of directors of any publicly traded company without prior authorization of the Chairman and/or President of the Fund. Any such authorization shall be based upon a determination that the board service would be consistent with the interests of the Fund and its shareholders.

3. EXEMPTED TRANSACTIONS

The prohibitions of Sections 2(b) and 2(c) shall not apply to:

 

  (a) purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;

 

  (b) purchases or sales which are non-volitional on the part of either the Access Person or the Fund;

 

  (c) purchases which are part of an automatic dividend reinvestment plan;

 

  (d) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

 

  (e) purchases or sales other than those exempted in (a) through (d) of this Section 3 that have been authorized in advance and in writing by the Chief Compliance Officer following a specific determination that the transaction is consistent with the provisions of the Preamble;

 

  (f) purchases or sales of publicly traded shares of companies that have a market capitalization at the time of purchase in excess of $5 billion; and

 

  (g) purchase or sale transactions by Investment Personnel in accordance with the investment program of Managed Portfolios, as defined and published monthly in The Investor’s Guide to Closed-End Funds , provided that such transactions are executed simultaneously, and at the same price as, a purchase or sale by the Fund or, if not executed simultaneously with the Managed Portfolios then after such transactions have been executed. All such transactions by Investment Personnel are not required to be pre-cleared by the CCO.

4. HOLDING PERIOD RULE

As long as the nature of investment in any fund advised or subadvised by the Thomas J. Herzfeld Advisors, Inc. is to invest in closed-end funds, Access Persons must hold all closed-end funds for no less than thirty (30) days.

Exempted Transactions . The prohibitions of the Holding Period shall not apply to:

 

  (a) purchases or sales effected in any account over which the Access Person has no direct or indirect influence or control;

 

-6-


  (b) purchases or sales which are non-volitional on the part of either the Access Person or the Fund;

 

  (c) purchases which are part of an automatic dividend reinvestment plan;

 

  (d) purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

 

  (e) purchases or sales other than those exempted in (a) through (d) of this Section that have been authorized in advance and in writing by the Chief Compliance Officer following a specific determination that the transaction is consistent with the provisions of the Preamble;

 

  (f) purchase or sales transactions by Investment Personnel in accordance with the investment program of Managed Portfolios, as defined and published monthly in The Investor’s Guide to Closed-End Funds , provided that such transactions are executed simultaneously, and at the same price as, a purchase or sale by the Fund or, if not executed simultaneously with the Managed Portfolios then after such transactions have been executed. All such transactions by Investment Personnel are not required to be pre-cleared by the CCO.

 

  (g) covered accounts subject to advisory fees.

5. COMPLIANCE PROCEDURES

 

  (a) Pre-clearance

With the exception of the Independent Directors, all Access Persons shall receive prior approval from the Chief Compliance Officer or other officer designated by the Fund Board or Adviser’s board, as the case may be, before purchasing or selling securities. Any approval is valid only for one day after authorization is received. If an Access Person is unable to effect the securities transaction during such period, he or she must re-obtain approval prior to effecting the securities transaction.

 

  (b) Reporting Requirements

Initial & Annual Reports. All Access Persons, except Independent Directors, shall disclose to the Chief Compliance Officer within 10 days of becoming an Access Person, and thereafter on an annual basis as of December 31(i) the name, number of shares and principal amount of each Covered Security in which the Access Person has any direct or indirect beneficial ownership and (ii) the name of any broker, dealer or bank with whom the Access Person maintains a securities account. The initial holdings report shall be made on the form attached as Exhibit A , and the annual holdings report shall be made on the form attached as Exhibit B . The information on the initial holdings and annual reports must be current as of a date no more than 45 days before the date the person becomes an Access Person.

 

-7-


Quarterly Reports. Every Access Person shall report to the Chief Compliance Officer the information described below with respect to transactions in any Covered Security in which such person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership in the security; provided, however, that an Access Person shall not be required to make a report with respect to transactions effected for any account over which such person has no direct or indirect influence or control.

 

  (i) Each Independent Director need only report a transaction in a Covered Security if such Director, at the time of that transaction, knew, or, in the ordinary course of fulfilling his official duties as a trustee, should have known that on the date, or during the 7 calendar days immediately before or after such date, of the Director’s transaction, such Covered Security was purchased or sold by the Fund or was being considered for purchase or sale by the Fund or Adviser.

 

  (ii) Reports required to be made under this Paragraph (b) shall be made not later than 30 days after the end of the calendar quarter. Every Access Person shall be required to submit a report for all periods, including those periods in which no securities transactions were effected. A report shall be made on the form attached hereto as Exhibit C or on any other form containing the following information:

With respect to any transaction during the quarter in a Covered Security in which the Access Person had any direct or indirect beneficial ownership:

 

  (A) the date of the transaction, the name, the interest rate and maturity date (if applicable), the number of shares, and the principal amount of each Covered Security involved;

 

  (B) the nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

 

  (C) the price of the Covered Security at which the transaction was effected;

 

  (D) the name of the broker, dealer or bank with or through which the transaction was effected; and

 

  (E) the date that the report is submitted by the Access Person.

With respect to any securities account established at a broker, dealer, or bank during the quarter for the direct or indirect benefit of the Access Person:

 

-8-


  (A) the name of the broker, dealer or bank with whom the Access Person established the account;

 

  (B) the date the account was established; and

 

  (C) the date that the report is submitted by the Access Person.

Any report may contain a statement that the report shall not be construed as an admission by the person making such report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

Exceptions. Access Persons need not make reports under the following circumstances:

 

  (i) an Access Person to the Adviser need not make a separate report to the Adviser as provided in this Paragraph (b) to the extent that the information in the report would duplicate information required to be recorded by Section 204-2(a)(13) of the Advisers Act; and

 

  (ii) an Access Person need not make a quarterly transaction report if the report would duplicate information contained in broker trade confirmations or account statements received by the Fund or Adviser with respect to the Access Person within the 30 day reporting period described under “Quarterly Reports” above, as long as all the information required to be presented in a quarterly report is contained in the broker trade confirmations or account statements, or in the records of the Fund or Adviser.

 

  (c) Provision of Brokers’ Statements

With the exception of the Independent Directors, every Access Person shall direct their brokers to supply to the Chief Compliance Officer , on a timely basis, duplicate copies of the confirmation of all personal securities transactions and copies of all periodic statements for all securities accounts.

 

  (d) Notification of Reporting Obligations

The Chief Compliance Officer shall notify each Access Person that he or she is subject to these reporting requirements, and shall deliver a copy of this Code of Ethics to each such person upon request.

 

  (e) Certification of Compliance with Code of Ethics

With the exception of the Independent Directors, every Access Person shall certify in an annual report that:

 

  (i) they have read and understand the Code of Ethics and recognize that they are subject thereto;

 

-9-


  (ii) they have complied with the requirements of the Code of Ethics; and

 

  (iii) they have reported all personal securities transactions required to be reported pursuant to the requirements of the Code of Ethics.

 

  (f) Conflict of Interest

Every Access Person shall notify the Chief Compliance Officer of any personal conflict of interest relationship which may involve the Fund, such as the existence of any economic relationship between their transactions and securities held or to be acquired by any series of the Fund. Such notification shall occur in the pre-clearance process.

 

  (g) Review of Reports

The Chief Compliance Officer or her designate immediately shall review all personal holdings reports, submitted by each Access Person, including confirmations of personal securities transactions, to ensure no trading has taken place in violation of Rule 17j-1, Rule 204A-1 or the Code of Ethics. Any violations of the Code of Ethics shall be reported to the Fund Board in accordance with Section 5 of the Code. The Chief Compliance Officer shall maintain a list of the personnel responsible for reviewing the transactions and personal holdings reports.

6. REPORTING OF VIOLATIONS

 

  (a) All apparent violations of this Code of Ethics shall be promptly reported to the Chief Compliance Officer .

 

  (b) The Chief Compliance Officer shall promptly report to the Fund Board:

 

  (i) all apparent violations of this Code of Ethics and the reporting requirements thereunder; and

 

  (ii) any reported transaction in a Covered Security which was purchased or sold by the Fund within seven (7) days before or after the date of the reported transaction.

 

  (c) When the Chief Compliance Officer finds that a transaction otherwise reportable to the Fund Board under Paragraph (b) of this Section could not reasonably be found to have resulted in a fraud, deceit or manipulative practice in violation of Rule 17j-1(a), it may, in its discretion, lodge a written memorandum of such finding and the reasons therefor with the reports made pursuant to this Code of Ethics, in lieu of reporting the transaction to the Fund Board.

 

  (d) The Fund Board, or a committee of directors thereof created by the Fund Board for that purpose, shall consider reports made to the Fund Board hereunder and shall determine whether or not this Code of Ethics has been violated and what sanctions, if any, should be imposed in respect of transactions related to the Fund, and the board of the Adviser shall take such similar action in respect of transactions unrelated to the Fund.

 

-10-


7. ANNUAL REPORTING TO THE FUND BOARD

 

  (a) The Chief Compliance Officer and Adviser shall furnish to the Fund Board, and the Fund Board must consider, an annual report relating to this Code of Ethics. Such annual report shall:

 

  (i) describe any issues arising under the Code of Ethics or procedures during the past year;

 

  (ii) identify any material violations of this Code or procedures, including sanctions imposed in response to such violations during the past year;

 

  (iii) identify any recommended changes in the existing restrictions or procedures based upon the Fund’s experience under its Code of Ethics, evolving industry practices or developments in applicable laws or regulations; and

 

  (iv) certify that the Fund, Adviser and principal underwriter have adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

8. SANCTIONS

Upon discovering a violation of this Code, the Fund Board or the board of the Adviser, as the case may be, may impose such sanctions as they deem appropriate, including, among other things, a letter of censure or suspension or termination of the employment of the violator.

9. RETENTION OF RECORDS

This Code of Ethics, a list of all persons required to make reports hereunder from time to time, a copy of each report made by an Access Person hereunder, a list of all persons responsible for reviewing the reports required hereunder, a record of any decision and the reasons supporting the decision to approve the acquisition by Investment Personnel of securities in a Limited Offering, each memorandum made by the Chief Compliance Officer hereunder and a record of any violation hereof and any action taken as a result of such violation, shall be maintained by the Fund as required under Rule 17j-1 and by the Adviser as required under Rule 204-2.

10. ADOPTION AND APPROVAL

The Fund Board, including a majority of Independent Directors, shall approve this Code of Ethics and any material changes to the Code.

 

-11-


Before approving this Code or any amendment to this Code, the Fund Board shall have received a certification from the Fund and the Adviser that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

Dated: May 23, 2012

 

-12-


SCHEDULE A

Portfolio Manager

Thomas J. Herzfeld

Erik M. Herzfeld

 

-13-


THOMAS J. HERZFELD ADVISORS, INC.

POLICY STATEMENT ON INSIDER TRADING

SECTION I. POLICY STATEMENT ON INSIDER TRADING

A. Policy Statement on Insider Trading

Thomas J. Herzfeld Advisors, Inc. (the “Adviser”) forbids any director, officer or employee from trading, either personally or on behalf of a Client Account, on material nonpublic information, or communicating material nonpublic information to other persons in violation of the law. This conduct is frequently referred to as “insider trading”. The Adviser’s policy applies to every director, officer and employee and extends to activities within and outside their duties for the Adviser. Every officer and employee must read and retain a copy of this policy statement. Any questions regarding the Adviser’s policy and procedures should be referred to the Chief Compliance Officer .

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material nonpublic information to trade in securities (whether or not one is an “insider”) or to communications of material nonpublic information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

  i) trading by an insider, while in possession of material nonpublic information, or

 

  ii) trading by a non-insider, while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated, or

 

  iii) communicating material nonpublic information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult the Adviser’s Chief Compliance Officer , Cecilia Gondor, or her successor.

2. Who is an Insider ?

The concept of “insider” is broad. It includes partners and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, the Adviser may become a temporary insider of a company it

 

-1-


advises or for which it performs other services. According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed nonpublic information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

3. What is Material Information ?

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of a company’s securities. Information that managing members and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Journal and whether those reports would be favorable or not.

4. What is Nonpublic Information ?

Information is nonpublic until it has been effectively communicated to the market place. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones , Reuters Economic Services , The Wall Street Journal or other publications of general circulation would be considered public.

5. Basis for Liability .

 

  i) fiduciary duty theory

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or refrain from trading. Chiarella v. U.S. , 445 U.S. 22 (1980).

In Dirks v. SEC , 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders: they can enter into a confidential relationship with the company through which they gain information ( i.e. , attorneys, accountants), or they can acquire a fiduciary duty to

 

-2-


the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.

However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly from the disclosure. The benefit does not have to be pecuniary, but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo .

 

  ii) misappropriation theory

Another basis for insider trading liability is the “misappropriation” theory, where liability is established when trading occurs on material nonpublic information that was stolen or misappropriated from any other person. In U.S. v. Carpenter , supra , the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

6. Penalties for Insider Trading

Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

 

  i) civil injunctions

 

  ii) treble damages

 

  iii) disgorgement of profits

 

  iv) jail sentences

 

  v) fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited, and

 

  vi) fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

 

-3-


In addition, any violation of this policy statement can be expected to result in serious sanctions by the Adviser, including dismissal of the persons involved.

SECTION II. PROCEDURES TO IMPLEMENT INSIDER TRADING POLICY

The following procedures have been established to aid the officers and employees of Thomas J. Herzfeld Advisors, Inc. to avoid insider trading, and to aid the Adviser in preventing, detecting and imposing sanctions against insider trading. Every officer and employee of the Adviser must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the Adviser’s Chief Compliance Officer .

1. Identifying Inside Information

Before trading for yourself or others, including Client Accounts, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

 

  i) Is the information material? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed?

 

  ii) Is the information nonpublic? To whom has this information been provided? Has the information been effectively communicated to the marketplace by being published in Reuters , The Wall Street Journal , or other publications of general circulation?

If, after consideration of the above, you believe that the information is material and nonpublic, or if you have questions as to whether the information is material and nonpublic, you should take the following steps.

 

  iii) Report the matter immediately to the Chief Compliance Officer .

 

  iv) Do not purchase or sell the securities on behalf of yourself or others, including Client Accounts.

 

  v) Do not communicate the information inside or outside the Adviser, other than to the Chief Compliance Office.

 

  vi) After the Chief Compliance Officer has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

 

  2.

Personal Security Trading . All officers and employees of the Adviser (other than managing members and employees who are required to report their securities transactions to a registered investment company in

 

-4-


  accordance with a Code of Ethics) shall submit to the compliance officer, on a quarterly basis, a report of every securities transaction in which they, their families (including the spouse, minor children and adults living in the same household as the managing member or employee), and Funds of which they are trustees or in which they have a beneficial interest have participated, or at such lesser intervals as may be required from time to time. (A report is not required, however, if the report would duplicate information contained in broker trade confirmations or account statements held by the Adviser as long as the Adviser receives such confirmations or statements no later than 30 days after the end of the applicable calendar quarter.) The report shall include the name of the security, date of the transaction, quantity, price, and broker-dealer through which the transaction was effected. All managing members and employees must also instruct their broker(s) to supply the Chief Compliance Officer , on a timely basis, with duplicate copies of confirmations of all personal securities transactions and copies of all periodic statements for all securities accounts. No reports are required for “Managed Portfolios,” as defined and published monthly in The Investor’s Guide to Closed-End Funds .

 

  3. Restricting Access to Material Non-public Information . Any information in your possession that you identify as material and non-public may not be communicated other than in the course of performing your duties to anyone, including persons within your company, except as provided in paragraph 1 above. In addition, care should be taken so that such information is secure. For example, files containing material non-public information should be sealed and access to computer files containing material non-public information should be restricted.

 

  4. Resolving Issues Concerning Insider Trading . If, after consideration of the items set forth in paragraph 1, doubt remains as to whether information is material or non-public, or if there is any unresolved question as to the applicability or interpretation of the foregoing procedures, or as to the propriety of any action, it must be discussed with the Chief Compliance Officer before trading or communicating the information to anyone.

SECTION III. SUPERVISION

The role of the Chief Compliance Officer is critical to the implementation and maintenance of this Statement on Insider Trading. These supervisory procedures can be divided into two classifications, (1) the prevention of insider trading, and (2) the detection of insider trading.

1. Prevention of Insider Trading :

To prevent insider trading the Chief Compliance Officer should:

 

-5-


  (a) answer promptly any questions regarding the Statement on Insider Trading;

 

  (b) resolve issues of whether information received by an officer or employee is material and non-public;

 

  (c) review and ensure that officers and employees review, at least annually, and update as necessary, the Statement on Insider Trading; and

 

  (d) when it has been determined that an officer or employee has material non-public information,

 

  (i) implement measures to prevent dissemination of such information, and

 

  (ii) if necessary, restrict officers, directors, and employees from trading the securities.

2. Detection of Insider Trading :

To detect insider trading, the Chief Compliance Officer should:

 

  (a) review the trading activity reports filed by each officer and employee, to ensure no trading took place in securities in which the Adviser has material non-public information;

 

  (b) review the trading activity of the mutual funds managed by the Adviser;

 

  (c) coordinate, if necessary, the review of such reports with other appropriate officers, members, trustees or employees of the Adviser and any mutual funds managed by the Adviser.

3. Special Reports to Management :

Promptly, upon learning of a potential violation of the Statement on Insider Trading, the Chief Compliance Officer must prepare a written report to management of the Adviser, and provide a copy of such report to the board of directors of the any mutual funds managed by the Adviser, providing full details and recommendations for further action.

4. Annual Reports :

On an annual basis, the Chief Compliance Officer of the Adviser will prepare a written report to the management of the Adviser, and provide a copy of such report to the board of directors of the any mutual funds managed by the Adviser, setting forth the following:

 

  (a) a summary of the existing procedures to detect and prevent insider trading;

 

-6-


  (b) full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation;

 

  (c) an evaluation of the current procedures and any recommendations for improvement.

The Undersigned has read, understands and agrees to abide by the foregoing Insider Trading Policy and has retained a copy of the said document.

 

Date:                                       

   Signature:                                                                                                          

 

-7-


EXHIBIT A

CODE OF ETHICS

INITIAL HOLDINGS REPORT

To the Chief Compliance Officer of The Herzfeld Caribbean Basin Fund, Inc. and Thomas J. Herzfeld Advisors, Inc.

1. I hereby acknowledge receipt of a copy of the Code of Ethics for The Herzfeld Caribbean Basin Fund, Inc. (the “Fund”) and Thomas J. Herzfeld Advisors, Inc. (the “Adviser”).

2. I have read and understand the Code and recognize that I am subject thereto in the capacity of an “Access Person.”

3. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Fund, such as any economic relationship between my transactions and securities held or to be acquired by the Fund or any of its series.

4. As of the date below I had a direct or indirect beneficial ownership interest in the following securities:

 

Name of Securities

  

Number of Shares

  

Type of Interest

(Direct or Indirect)

5. As of the date below, the following is a list of all brokers, dealers or banks with whom I maintain an account in which securities are held for my direct or indirect benefit:

 

Firm

  

Account

  

Type of Interest

(Direct or Indirect)

 

Date:                                          

   Signature:                                                                                                                                                                                    
   Print Name:                                                                                                                                                                                
   Title:                                                                                                                                                                                             
   Employer’s Name:                                                                                                                                                                  

 


EXHIBIT B

CODE OF ETHICS

ANNUAL HOLDINGS REPORT

To the Chief Compliance Officer of The Herzfeld Caribbean Basin Fund, Inc. and Thomas J. Herzfeld Advisors, Inc.

1. I have read and understand the Code of Ethics and recognize that I am subject thereto in the capacity of an “Access Person.”

2. I hereby certify that, during the year ended December 31,             , I have complied with the requirements of the Code and I have reported all securities transactions required to be reported pursuant to the Code.

3. Except as noted below, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Fund, such as any economic relationship between my transactions and securities held or to be acquired by the Fund or any of its Series.

4. As of December 31,             , I had a direct or indirect beneficial ownership interest in the following securities:

 

Name of Securities

  

Number of Shares

  

Type of Interest

(Direct or Indirect)

5. As of the December 31,              the following is a list of all brokers, dealers or banks with whom I maintain an account in which securities are held for my direct or indirect benefit:

 

Firm

  

Account

  

Type of Interest

(Direct or Indirect)

 

Date:                                          

   Signature:                                                                                                                                                                                    
   Print Name:                                                                                                                                                                                
   Title:                                                                                                                                                                                             
   Employer’s Name:                                                                                                                                                                  


EXHIBIT C

SECURITIES TRANSACTIONS REPORT

FOR THE CALENDAR QUARTER ENDED:                         

To the Chief Compliance Officer of The Herzfeld Caribbean Basin Fund, Inc. and Thomas J. Herzfeld Advisors, Inc.

During the quarter referred to above, the following transactions were effected in securities of which I had, or by reason of such transaction acquired, direct or indirect beneficial ownership, and which are required to be reported pursuant to the Code of Ethics adopted by the Fund.

 

SECURITY

(including

interest rate

and maturity

date, if

applicable)

   DATE OF
TRANSACTION
   NO. OF
SHARES
   DOLLAR
AMOUNT OF
TRANSACTION
   NATURE OF
TRANSACTION
(Purchase, Sale,
Other)
   PRICE    BROKER/
DEALER
OR BANK
THROUGH
WHOM
EFFECTED

During the quarter referred to above, the following accounts were established by me in which securities were held for my direct or indirect benefit:

 

FIRM NAME
(of broker, dealer or bank)

  

DATE THE ACCOUNT

WAS ESTABLISHED

  

ACCOUNT NUMBER


This report (i) excludes transactions with respect to which I had no direct or indirect influence or control, (ii) other transactions not required to be reported, and (iii) is not an admission that I have or had any direct or indirect beneficial ownership in the securities listed above.

Except as noted on the reverse side of this report, I hereby certify that I have no knowledge of the existence of any personal conflict of interest relationship which may involve the Fund, such as the existence of any economic relationship between my transactions and securities held or to be acquired by the Fund or any of its series.

 

Date:                                          

   Signature:                                                                                                                                                                                    
   Print Name:                                                                                                                                                                                
   Title:                                                                                                                                                                                             
   Employer’s Name:                                                                                                                                                                  

 

LOGO

CODE OF ETHICS

Updated:

June 2012

Horizon Kinetics LLC

470 Park Avenue South, 4 th Floor

New York, New York 10016

(646) 291-2300

Horizon Kinetics LLC

555 Taxter Road, Suite 175

Elmsford, New York 10523

(914) 703-6900

www.horizonkinetics.com

www.kineticsfunds.com

 

1


Table of Contents

 

1.

  Introduction and Purpose of the Code      3   

2.

  Definitions      4   

3.

  Statement of General Principles      9   

4.

  General Guidelines      9   

5.

  Personal Trading Policy      11   

6.

  Reporting Obligations      13   

7.

  Sanctions      14   

8.

  Records and Confidentiality      15   

Exhibits

 

Exhibit A   Policies and Procedures Designed to Detect and Prevent Insider Trading
Exhibit B   Gift and Entertainment Policy
Exhibit C   Employee Complaint (Whistleblower) Reporting and Procedures
Exhibit D   Personal Trading Guidelines
Exhibit E   Reportable Funds
Exhibit F   Political Contribution (Pay-to-Play) Policies

 

2


SECTION 1. Introduction and Purpose of the Code.

Horizon Kinetics LLC (“ HK ”) is the parent holding company of: Horizon Asset Management LLC (“ HAM ”), Kinetics Asset Management LLC (“KAM”), Kinetics Advisers, LLC (“KA” ), each an investment adviser registered with the Securities and Exchange Commission (“SEC”), and KBD Securities, LLC (“ KBD ”), and Kinetics Funds Distributor LLC (“ KFD ”), each a broker-dealer registered with the SEC and members of the Financial Industry Regulatory Authority (“FINRA”) (collectively, HK, HAM, KAM, KA, KBD and KFD are referred to as the “Firm” or “Firms”).

HAM publishes research and serves as sub-adviser to both investment companies registered with the SEC and UCIT funds registered in Ireland and also manages separate accounts and private funds.KAM is as the investment adviser to the Kinetics Mutual Funds, Inc. (“KMF”), a series of U.S. registered investment companies, serves as a sub-adviser to other registered investment companies and UCIT funds registered in Ireland, and manages separate accounts. KA manages U.S.-based and offshore private funds. KBD supports the marketing efforts of the Firm, and KFD serves as principal underwriter/distributor for KMF. The Firms have adopted this Code of Ethics (the “Code”) to specify and prohibit, among other things, certain types of conduct, including personal securities transactions deemed to create a conflict of interest, or at least the potential for, or appearance of, such a conflict, and to establish reporting requirements and preventive procedures pursuant to the provisions of Rule 17j-1(b)(1) under the Investment Company Act of 1940 (the “1940 Act”) and Section 204A-1 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”), as applicable.

This Code makes it unlawful for Affiliated Persons (as defined below) of the Firms, in connection with the purchase or sale, directly or indirectly, of a Security Held or to be Acquired (as defined below) by the Firms or any investment product managed by the Firms:

 

  1. To employ any device, scheme or artifice to defraud the Firms or any investment products managed by the Firms;

 

  2. To make any untrue statement of a material fact to the Firms or any investment products managed by the Firms or omit to state a material fact necessary in order to make the statements made to the Firms or any investment products managed by the Firms, in light of the circumstances under which they are made, not misleading;

 

  3. Engage in any act, practices or course of business that operates or would operate as a fraud or deceit on the Firms or any investment products managed by the Firms; or

 

  4. To engage in any manipulative practices with respect to the Firms or any investment products managed by the Firms.

Similarly, Section 206 of the Advisers Act provides that it is unlawful for any investment adviser, directly or indirectly:

 

  1. To employ any device, scheme or artifice to defraud any client or prospective client;

 

  2. To engage in any transaction, practice or course of business which operates as a fraud or deceit upon any client or prospective client; or

 

3


  3. To engage in any act, practice or course of business that is fraudulent, deceptive or manipulative.

In addition, Section 204A of the Advisers Act requires every investment adviser to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse in violation of the Advisers Act or the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”), or the rules or regulations thereunder of material, non-public information by such investment adviser or any person associated with such investment adviser. Pursuant to Section 204A, the SEC has adopted Rule 204A-1 which requires the Firms to establish, maintain and enforce a written code or ethics.

In compliance with paragraph (c)(1) of Rule 17j-1 of the 1940 Act and Section 204A of the Advisers Act, this Code has been adopted by the Firms for purposes of implementing policies and procedures reasonably designed to prevent Access Persons (as defined below) of the Firms from engaging in any conduct prohibited by Rule 17j-1. All personnel of the Firms must follow not only the letter of this Code but also must abide by the spirit of this Code and the principles articulated herein, which, among other things, requires the Firms and its directors, officer and employees to place the interests of the Firms’ clients first and to operate in a manner that promotes fair dealing and honesty. The Firms and each director, officer and employee owe a fiduciary duty to the Firms’ clients.

The Firms also maintain other compliance-oriented policies and procedures, which include Policies and Procedures Designed to Detect and Prevent Insider Trading (Exhibit A), Gift and Entertainment Policy (Exhibit B), Employee Complaint (Whistleblower) Reporting Procedures (Exhibit C), Personal Trading Guidelines (Exhibit D) and Political Contributions (Pay-to-Play) Policies (Exhibit F), all of which are hereby adopted and incorporated into this Code, and which are attached as Exhibits at the end of this Code.

Questions about the Code should be directed to the Firm’s Chief Compliance Officer (“CCO”) or her designee. In the event that any provision of this Code conflicts with any other of the Firms’ policies or procedures, the terms herein shall apply. All directors, officers and employees are expected to read the Code carefully and to observe and adhere to its guidelines at all times. On at least an annual basis, and at such other times as the CCO may deem necessary or appropriate, every director, officer and employee must acknowledge in writing that he or she has read and understands the Code and agrees, as a condition of employment, to comply with the Code.

SECTION 2. Definitions.

 

  1. “Access Person” – means:

 

  a. any director, officer, general partner, full-time employee, or part-time employee of the Firms regardless of title or job function;

 

  b. any natural person who has influence or control over the Firms and who obtains or provides information (other than publicly available information) concerning investment recommendations to the Firms or to the investment products managed by the Firms.

 

4


The CCO will maintain a list of individuals who are not considered to be Access Persons.

 

  2. “Affiliated Person” means:

 

  a. Any immediate family member (defined as spouse, child, mother, father, brother, sister or other similar relative) of an Access Person that lives in the same household, including those relationships recognized by law (e.g., domestic or civil unions, etc.);

 

  b. Any natural person that is financially dependent on an Access Person;

 

  c. Any account for which an Access Person is a custodian, trustee or otherwise acting in a fiduciary capacity or with respect to which any such Access Person either has the authority to make investment decisions or from time to time gives investment advice;

 

  d. Any partnership, corporation, joint venture, trust or other entity in which an Access Person, directly or indirectly, in the aggregate, has a 10% or more beneficial interest (defined below) or for which such Access Person is a general partner or executive officer.

 

  3. “Automatic Investment Plan” – means a program in which regular periodic purchases or withdrawals are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

 

  4. “Beneficial Ownership” – shall be defined as and interpreted in the same manner as in determining whether an Access Person or Affiliated Person is subject to the provisions of Section 16 of the Securities Exchange Act and the rules and regulations thereunder, which generally encompasses those situations where the Access Person or Affiliated Person has the right to enjoy some economic benefit from the account, regardless of the identity of the registered owner of the account.

 

  5. “Beneficial Ownership Account” – means accounts where an Access Person or Affiliated Person has Beneficial Ownership, and that contain Covered Securities (or which are eligible to hold Covered Securities, defined below). This would include:

 

  a. an account where an Access Person or Affiliated Person holds securities for his or her own benefit either in bearer form, registered in his or her name or otherwise, regardless of whether the securities are owned individually or jointly;

 

  b. an account held in the name of an Access Person or Affiliated Person’s immediate family (spouse or minor child) sharing the same household;

 

  c. an account where an Access Person or Affiliated Person acts as trustee, executor, administrator, custodian or broker;

 

  d. an account owned by a general partnership of which the Access Person or Affiliated Person is a member or a limited partnership of which such Access Person or Affiliated Person is a general partner;

 

5


  e. an account held by a corporation (other than with respect to treasury shares of a corporation) of which such person is an officer, director, trustee or 10% or greater stockholder or by a corporation which can be regarded as a personal holding company of an Access Person or Affiliated Person;

 

  f. an account recently purchased by a person and awaiting transfer into the Access Person or Affiliated Person’s name;

 

  g. an account held by any other person if, by reason of contract, understanding, relationship, agreement or other arrangement, such Access Person or Affiliated Person obtains therefrom benefits substantially equivalent to those of ownership;

 

  h. an account held by an Access Person or Affiliated Person’s spouse or minor children or any other person, if, even though such Access Person or Affiliated Person does not obtain therefrom the above-mentioned benefits of ownership, such Access Person or Affiliated Person can vest or revest title in himself or herself at once or at some future time; and

 

  i. an account where an Access Person or Affiliated Person, directly or indirectly, through contract, arrangement, understanding, relationship or otherwise, has or shares voting power and/or investment power with respect to such account. For purposes of this provision, “voting power” shall include the power to vote, the power to dispose, or to direct disposition of Covered Securities in such account.

 

  6. “Control” – shall have the same meaning as set forth in Section 2(a)(9) of the 1940 Act.

 

  7. “Covered Security” – means a reportable security as defined in Section 202(a)(18) of the Advisers Act or Section 2(a)(36) of the 1940 Act, and shall include any note, stock treasury stock, security future, bond, including corporate bond, zero coupon bond and Treasury bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit of a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option or privilege entered into in a national securities exchange relating to a foreign currency, or, in general, any interest or instrument commonly known as a “security,” or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, or warrant or right to subscribe to or purchase, any of the foregoing, including without limitation rights in ADRs or IDRs, except however , that in accordance with Rule 17j-1 under the 1940 Act, a Covered Security shall NOT include:

 

  a. Direct obligations of the Government of the United States;

 

  b. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

 

6


  c. Shares issued by open-end funds (other than those that are managed or sub-advised by the Firms which are defined as “Reportable Funds 1 ”);

 

  d. Shares of funds structured under 2a-7 of the 1940 Act, otherwise referred to as money market funds;

 

  8. “Chief Compliance Officer” – means Robin Shulman or her successor appointed by the Firms, who is charged with the responsibility for administering this Code and the policies and procedures thereunder.

 

  9. “Federal Securities Laws” – means the Securities Act of 1933, the Securities Exchange Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act, and any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to investment companies and investment advisers, and any rules adopted thereunder by the SEC, applicable Self-Regulatory Organizations, or the Department of Treasury, as they may apply to the Firms or the investment products managed by the Firms.

 

  10. “FRMO Corporation” – means the publicly traded corporation (ticker currently FRMO), the transaction of shares of which, by an Access Person or Affiliated Person, require pre-clearance by the CCO, and which must be held for at least 30 days.
  11. “Holding Period” – means the period of time after the purchase or short sale of a Covered Security during which an Access Person or Affiliated Person is prohibited from selling or buying back the Covered Security. This period is 30 days.

 

  12. “Initial Public Offering” (“IPO”) – means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

  13. “Non-Discretionary Account” – means a Beneficial Ownership Account for which neither an Access Person nor Affiliated Person has control or discretion of the purchases or sales being made therein.

 

  14. “Outside Business Activity” – means any activity by an Access Person where they are actively engaged in:

 

  a. any investment related business or occupation; or

 

  b. any business or occupation for compensation that provides greater than 10% of the Access Person’s income or for which the Access Person devotes a substantial percentage of their time.

 

1   A list of Reportable Funds can be found in Exhibit E.

 

7


  15. “Pre-Clearance Security” – means an instrument that requires pre-clearance with the CCO, which includes all instruments defined as Covered Securities but which shall not include any of the exclusions from the definition of Covered Securities or any of the following:

 

  a. Direct Obligations of foreign governments;

 

  b. Municipal bonds and other fixed income instruments that are based on municipal bonds, such as principal protected notes and variable rate demand notes;

 

  c. Options or futures on direct obligations of the United States;

 

  d. Options or futures on index or sector basket proxies;

 

  e. Commodity and commodity contracts;

 

  f. Foreign currencies, options thereon and currency futures thereon; and

 

  g. Passively managed exchange traded funds and notes (“ETFs” and “ETNs”).

 

  16. “Purchase or sale of a Covered Security” – includes, among other things, the writing of an option to purchase or sell a Covered Security.

 

  17. “Purchase or sale of a security” – includes, among other things, the purchase or writing of an option to purchase or sell a security.

 

  18. “Reportable Fund” – means any investment company registered under the 1940 Act for which the Firms serve as investment adviser as defined in Section 2(a)(20) of the 1940 Act or an investment company registered under the 1940 Act whose investment adviser or principal underwriter controls the Firms, is controlled by the Firms or is under common control with the Firms or for which the Firm acts as adviser or sub-adviser thereto. Reportable Funds must be pre-cleared prior to purchase or sale.

 

  19. “Restricted List” – means a list of securities that, due to the determination of the Firms, are prohibited from being traded for a period of time in Beneficial Ownership Accounts while on the Restricted List.

 

  20. “Security Held or to be Acquired” – means:

 

  a. Any Covered Security which, within the most recent 15 days:

 

  i. Is or has been held by the Firms or any investment product managed by the Firms; or

 

  ii. Is being or has been considered for purchase by the Firms or any of the investment products managed by the Firms; and

 

  b. Any option to purchase or sell, and any security convertible into or exchangeable for, a Covered Security described in paragraph (i) of this definition.

 

8


SECTION 3. Statement of General Principles.

It is the policy of the Firms that Access Persons comply with applicable Federal Securities Laws and that no Access Persons engage in any act or practice or course of conduct that would violate the provisions of Rule 17j-1 of the 1940 Act or Sections 204 or 206 of the Advisers Act. The following general fiduciary principles shall govern the personal investment activities of all Access Persons.

Each Access Person shall adhere to the highest ethical standards and shall:

 

  1. At all times, place the interests of the Firms and the investment products managed by the Firms before his or her personal interests;

 

  2. Conduct all personal securities transaction in a manner consistent with this Code, so as to avoid any actual or potential conflicts of interest, or an abuse of a position of trust and responsibility; and

 

  3. Not take any inappropriate advantage of his or her position with or on behalf of the Firms or investment products managed by the Firms.

SECTION 4. General Guidelines

 

  1. General

 

  a. No Access Person shall recommend to, or cause or attempt to cause, the Firms or any of the investment products managed by the Firms to acquire, dispose of or hold any Covered Security (including any option, warrant or other right or interest relating to such Covered Security) in which such Access Person or Affiliated Person has direct or indirect Beneficial Ownership unless such Access Person first discloses in writing to the CCO, or her authorized designee, all facts reasonably necessary to identify the nature of the ownership and any potential conflicts of interest relating to the ownership by the Access Person or Affiliated Person in such Covered Security.

 

  b. If, as a result of fiduciary obligations to other persons or entities, an Access Person believes that he or she is unable to comply with certain provisions of the Code, such Access Person shall advise the CCO in writing, setting forth with reasonable specificity the nature of such fiduciary obligations and the reasons why such Access Person believes they are unable to comply with any such provisions. The CCO may, in her discretion, exempt such Access Person or an Affiliated Person from any such provisions, if the CCO determines that the services of such Access Person are valuable to the Firms and investment products managed by the Firms and the failure to grant such exemptions is likely to cause such Access Person to be unable to render services to the Firms or any investment products managed by the Firms. Any Access Person granted an exemption (including, an exception for an Affiliated Person of such Access Person), pursuant to this paragraph shall, within 3 business days after engaging in a purchase or sale of a Covered Security Held or to be Acquired by the Firms or investment products managed by the Firms, furnish the CCO with a written report concerning such transaction setting forth the date of the transaction(s) involving Covered Securities, the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount, nature of the transaction, price at which the transaction was effected and the name of the broker, dealer or bank through whom the transaction was effected.

 

9


  c. From time to time, Access Persons may establish special “insider” relationships with one or more issuers of Covered Securities (i.e., an Access Person may become an officer, director, or trustee of an issuer, a member of a creditors committee which engages in material negotiations with an issuer, etc.). In such cases, the “insider” relationships must first be disclosed to the CCO, who will make a determination as to whether the issuer should be put on a restricted list of securities that are not eligible for purchase or sale by the Firms or investment products managed by the Firms or any Access Persons thereof.

 

  d. Access Persons shall bear the responsibility of production for any notices, disclosures, evidence and filings that are required under this Code which relate to Affiliated Persons who are designated as such as a result of their relationship with such Access Persons.

 

  2. Service as a Trustee

 

  a. No Advisory Person shall serve on a board of trustees/directors of a publicly traded company without prior authorization from the CCO, based upon a determination that such board service would be consistent with the interests of the Firms and investment products managed by the Firms.

 

  b. If board service of an Access Person is authorized by the CCO, such Access Person shall be isolated from the investment making decisions regarding the purchase or sale by the Firm or any investment product managed by the Firms of the securities of the company upon whose board they serve.

 

  3. Insider Trading

Access Persons are subject to the Firms’ Insider Trading Policies and Procedures, which are administered by the CCO and which generally prohibit Access Persons from trading, either personally or on behalf of others (including for accounts of the Firms and/or clients thereof), while in possession of material, non-public information. Access Persons are also prohibited from disclosing to outside parties material non-public information. Strict sanctions apply for breaches of the Insider Trading Policies and Procedures.

 

  4. Gifts

No Advisory Person shall give or receive any gift or other item of value to or from any person or entity that does business with or on behalf of any of the Firms, if such gift could pose a potential conflict of interest or appearance of impropriety. Access Persons shall comply with the Firms’ Gift and Entertainment Policy.

 

10


  5. Outside Business Activities

All Outside Business Activities must be disclosed and approved by the CCO prior to an Access Person’s engaging in such activity.

 

  6. Whistleblower Procedures

All Access Persons are subject to the Firms’ Employee Complaint (Whistleblower) Reporting Procedures, which are administered by the CCO.

SECTION 5. Personal Trading Policy

 

  1. Initial Public Offerings

Access Persons may not acquire, directly or indirectly, any Beneficial Ownership in any securities (other than municipal bonds) in an IPO without prior approval in writing from the CCO as described in the Firms’ Personal Trading Guidelines, attached as Exhibit D. Furthermore, should written consent of the CCO be given, Access Persons are required to disclose such investment when they participate, in any manner, in subsequent consideration of the Firms’ investment products managed by the Firms to make investments in such issuer. In such circumstances, the decision to purchase securities of the issuer for the Firms, investment products managed by the Firms and/or clients of the Firms should be subject to an independent review by Access Persons with no personal interest in the issuer.

 

  2. Private Placements and Limited Offerings

Access Persons may not acquire, directly or indirectly, any beneficial ownership in any securities in a private placement or limited offering without the prior written consent of the CCO. Furthermore, should written consent be given, Access Persons are required to disclose such investment when they, participate, in any manner, in the subsequent consideration of the Firm’s investment products managed by the Firms to make investments in such issuer. In such circumstances, the decision to purchase securities of the issuer for the Firms, investment products managed by the Firm and/or clients of the Firms should be subject to an independent review by Access Persons with no personal interest in the issuer.

 

  3. Holding Period Restrictions

 

  a. No Access Person shall engage in a closing transaction (i.e., selling a position held, or buying back a security for which a short-sale was executed) of the same (or equivalent) Pre-Clearance Security of which such Access Person or Affiliated Person has Beneficial Ownership within thirty (30) calendar days of such purchase or sale unless such purchase or sale falls within the exceptions listed in the Personal Trading Guidelines, attached as Exhibit D. The Firm may impose additional holding period restrictions for Access Persons and Affiliated Persons, in its discretion, and may exempt such holding period requirements in instances where the Pre-Clearance Security is not held or being traded in client accounts.

 

11


  b. The Holding Period shall be measured using the Last In, First Out (LIFO) method to determine the trade date of the opening trade for such position being closed out.

 

  c. The CCO may waive the holding period in her discretion in situations not deemed to present a conflict of interest or be disadvantageous to the Firms or its clients, or in instances such as when, for example, an Access Person is selling a position at a loss or where such Access Person is selling for purposes of tax loss harvesting.

 

  4. Personal Trading and Pre-Clearance Procedures

Access Persons and Affiliated Persons are permitted to engage in personal trading. An Access Person or an Affiliated Person may not, directly or indirectly, acquire or dispose of a Pre-Clearance Security in a Beneficial Ownership Account unless such purchase or sale has been approved by the CCO; the approved transaction is completed on the same day approval is received 2 ; and the CCO has not rescinded such approval prior to execution of the transaction. Pre-clearance is not required for instruments that are not Covered Securities, are excluded from the definition of Covered Security, or which are not explicitly listed under the definition of Pre-Clearance Security.

 

  a. Pre-Clearance Process

 

  i. Submissions to trade Pre-Clearance Securities should be made to the CCO or her designee through My Compliance Office (“MCO”), the Firm’s web-based compliance system.

 

  ii. The CCO may deny any trade requests in her sole discretion.

 

  iii. The CCO’s trades will be pre-cleared by the General Counsel, or his designee.

 

  iv. Approvals by the CCO or her designee are only valid on the day they are given. Approvals for securities that only trade in the overnight market are assumed to be given for that night’s trading session.

 

  v. Good until Cancel orders or any orders extending beyond one day are not permitted without the express permission of the CCO or her designee.

 

  vi. Private Placement and Limited Offering Transaction approvals shall be valid on the next immediately available subscription date or as may otherwise be approved by the CCO or her designee.

 

  vii. Access Persons are responsible for compliance with this Code on behalf of Affiliated Persons.

 

2   I. Approvals for securities that only trade in the overnight market are assumed to be given for that night’s trading session.

 

12


  viii. The CCO may waive any applicable restrictions when such transactions are deemed not to create a material conflict of interest and do not otherwise disadvantage the Firm, the investment products managed by the Firm or its clients.

 

  ix. The CCO will maintain a list of any waivers granted hereunder.

SECTION 6. Reporting Requirements

Access Persons are required to notify the CCO of any Beneficial Ownership Accounts, and to assist the CCO in ensuring such Beneficial Ownership Accounts are set up through MCO. Such information to be provided to the CCO via email is the name of the brokerage firm and the date the account was established.

 

  1. Statements and Confirms

The CCO shall receive, electronically through MCO, statements and confirms from brokerage firms, banks, or other custodians at which the Access Person or Affiliated Persons have a Beneficial Ownership Account. If the CCO is unable to receive confirms and statements via MCO, Access Persons will supply the CCO, on a timely basis, with duplicate copies of such Beneficial Ownership Account confirms and statements. All Access Persons shall promptly inform the CCO of any newly established Beneficial Ownership Account on behalf of the Access Persons or Affiliated Persons.

 

  2. Filings

All Access Persons shall make the following attestations regarding the accuracy of, through MCO, no later than 30 calendar days after the end of each calendar quarter, the following information:

 

  a. The date of any transaction involving a Covered Security, the date the report is being submitted by the Access Person under Rule 17j-1(d)(1)(ii)(A)(5), the title, and as applicable, the exchange ticker symbol or CUSIP number, interest rate and maturity date, and the number of shares and the principal amount of each Covered Security involved;

 

  b. The nature of the transaction (i.e. purchase, sale or any other type of acquisition or disposition);

 

  c. The price at which the transaction was effected; and

 

  d. The name of the broker, dealer or bank with or through whom the transactions was effected.

 

13


  3. Annual Reporting

No later than 10 days after becoming an Access Person, provided that the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person, and thereafter on an annual basis as of December 31 of each year no later than thirty (30) calendar days after the end of each calendar year, each Access Person shall attest the accuracy of, in MCO, the following information, which must be current as of a date no more than 45 days before the report is submitted:

 

  a. the title, type of security, the date that the report is submitted by the Access Person per Rule 17j-1(d)(1)(iii)(C) and as applicable, the exchange ticker symbol or CUSIP number, number of shares and principal amount of each Covered Security in a Beneficial Ownership Account;

 

  b. the name of any broker, dealer or bank with whom the Access Person or Affiliated Person maintains a Beneficial Ownership Account; and

 

  c. a statement that the Access Person (1) has reviewed and understands the Code, (2) recognizes that the Access Person is subject to the Code, and (3) if such Access Person was subject to the Code during the past year, has complied with its requirements, including the requirements regarding reporting of personal securities transactions hereunder.

 

  4. No Admission of Ownership

Any report filed with the CCO pursuant to this Section 6 may contain a statement that it shall not be construed as an admission by the person making the report that he or she has any direct or indirect beneficial ownership in the security to which the report relates.

 

  5. Review

The CCO shall notify each Access Person that he or she is subject to the reporting requirements set forth herein and shall deliver a copy of this Code to each such Access Person upon request.

The CCO or her designee shall review all personal holdings reports submitted by each Access Person and Affiliated Person, including confirmations of personal securities transactions, to ensure that no trading has taken place in violation of Rule 17j-1 of the 1940 Act, Section 204A of the Advisers Act, or the Code. In addition, the CCO shall compare the reported personal securities transactions with completed and contemplated portfolio transactions for the Firms and investment products managed by the Firms to determine whether a violation of this Code may have occurred. The General Counsel, or his designee, will review the reports of the CCO.

In reviewing transactions, the CCO shall take into account the exemptions allowed under this Code. Before making any determination that a violation has been committed by any person, the CCO shall give such person an opportunity to supply additional information regarding the transaction in question. The CCO shall maintain a list of personnel responsible for reviewing transaction and personal holdings reports.

SECTION 7. Sanctions.

If the CCO determines that a material violation of this Code has occurred, she shall so advise the General Counsel, and, based on review by the General Counsel, may impose such sanctions they deem appropriate, including, among other things, disgorgement of profits, censure, suspension and/or termination of the employment of the violator. All violations of this Code and any sanctions imposed as a result thereof shall be documented and maintained by the CCO.

 

14


The CCO shall submit a report to the Board of the Firm, no less frequently than annually, which shall identify any material violations of the Code, along with the circumstances giving rise to the violations, any action that was taken or is recommended to be taken as a result of the violations and what changes, if any, were made or are being made to the Code during the last 12 months.

The Firms reserve the right to take any legal action they may deem appropriate against any Access Person for violations of this code and to hold Access Persons liable for any and all damages (including but not limited to Attorney fees) that the Firms may incur as a direct or indirect result of any such Access Person’s violation of this Code or related law or regulation.

SECTION 8. Records and Confidentiality.

 

  1. Records

The CCO shall maintain records in the manner and to the extent set forth below, which records may be maintained on microfilm under the conditions described in Rule 204-2(g) of the Advisers Act and Rule 17j-1 and Rule 31a-2(f) under the 1940 Act, and shall be available for examination by representatives of the SEC:

 

  a. a copy of this Code and any other code which is, or at any time within the past five years has been, in effect shall be preserved in an easily accessible place;

 

  b. a record of any decision and the reasons supporting the decision to approve any acquisition or sale by Access Persons or Affiliated Persons of Covered Securities in an IPO or Limited Offering;

 

  c. each memorandum made by the CCO hereunder;

 

  d. a record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five (5) years following the end of the fiscal year in which the violation occurs;

 

  e. a copy of each report made pursuant to this Code shall be preserved for a period of not less than five (5) years from the end of the fiscal year in which it is made, the first two (2) years in an easily accessible place;

 

  f. a copy of all written acknowledgements for each person who is currently, or within the past five years was, an Access Person; and

 

  g. a list of all persons who, within the past five (5) years have been required to make reports pursuant to this Code or who are or were responsible for reviewing the reports under this Code, shall be maintained in an easily accessible place.

 

  2. Confidentiality

The current portfolio and account positions and current portfolio transactions pertaining to the Firms or investment products managed by the Firms must be kept confidential.

 

15


If material non-public information regarding the Firms or investment products managed by the Firms should become known to any Access Person, whether in the line of duty or otherwise, he or she should not reveal it to anyone unless it is properly part of his or her work to do so.

If anyone is asked about investment portfolios or whether a security has been sold or bought, his or her reply should be that this is an improper question and that this answer does not mean that the Firms or investment products managed by the Firms have bought, sold or retained the particular security. Reference, however, may, of course, be made to the latest published report of the investment portfolios or accounts for the Firms or investment products managed by the Firms.

 

  3. Interpretation of Provisions

The Firms may from time to time adopt such interpretations of this Code as they deem appropriate.

 

16


Exhibit A

POLICIES AND PROCEDURES

DESIGNED TO DETECT AND PREVENT INSIDER TRADING

Section I. Policy Statement on Insider Trading.

The Firms forbid any of their Access Persons from trading, either personally or on behalf of others on material nonpublic information or communicating material nonpublic information to others in violation of the law. This conduct is frequently referred to as “insider trading.” The Firms’ policy applies to every Access Person and extends to activities within and outside the scope of Access Persons’ duties at the Firms. Every Access Person must read and retain this Policy Statement on Insider Trading. Any questions regarding this Policy Statement should be referred to the CCO or in his/her absence, his/her designee, who is responsible for monitoring this Policy Statement on Insider Trading and the procedures established herein.

THIS POLICY STATEMENT ON INSIDER TRADING APPLIES TO THE FIRM,

ACCESS PERSONS AND THE ADVISORY CLIENTS

The term “insider trading” is not defined in the federal securities laws, but is generally understood to refer to the use of material nonpublic information, and to the communication of material nonpublic information to others, to trade in securities (whether or not one is an “insider” of the issuer of the securities being traded).

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

(i) trading by an insider while in possession of material nonpublic information;

 

(ii) trading by a non-insider while in possession of material nonpublic information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

 

(iii) an insider, or a non-insider described in clause (ii) above, from communicating material nonpublic information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this Policy Statement on Insider Trading, you have any questions, you should consult the CCO or his/her designee.

Who is an Insider?

The concept of “insider” is broad. It potentially includes all Access Persons of the Firms. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and, as a result, is given access to information solely for the company’s purposes. The Firms may become a temporary insider of a company they advise or for which they perform other services. Temporary insiders can also include, among others, a company’s law firm, accounting firm, consulting firm, bank, and the employees of such organizations.

 

17


What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. “Material information” is generally defined as (i) information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, (ii) information that, if publicly disclosed, is reasonably certain to have a substantial effect on the price of a company’s securities, or (iii) information that could cause insiders to change their trading patterns. Information that Access Persons should consider material includes, without limitation, changes in dividend policies, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and significant new products, services or contracts.

Material information can also relate to events or circumstances affecting the market for a company’s securities. For example, in 1987, the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a reporter from The Wall Street Journal was found criminally liable for disclosing to others the dates that reports on various companies would appear in The Wall Street Journal and whether those reports would be favorable or not.

What is Nonpublic Information?

Information is nonpublic until such time as it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC, or appearing in Dow Jones , Reuters Economic Services , The Wall Street Journal or other publications of general circulation, would be considered public. In addition, if information is being disseminated to traders generally by brokers or institutional analysts, such information would be considered public unless there is a reasonable basis to believe that such information is confidential and came from a corporate insider.

Bases for Liability

Fiduciary Duty Theory

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material nonpublic information, but that such a duty arises where there is a fiduciary relationship. A relationship must exist between the parties to a transaction such that one party has a right to expect that the other party will disclose any material nonpublic information or will refrain from trading.

In 1983, the Supreme Court stated that outsiders can acquire the fiduciary duties of insiders (i) by entering into a confidential relationship with a company through which the outsider gains material nonpublic information ( e.g. , attorneys, accountants, underwriters or consultants), or (ii) by becoming a “tippee” if the outsider is, or should have been, aware that it has been given confidential information by an insider who has violated his or her fiduciary duty to the company’s shareholders.

However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary, but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo .

 

18


Misappropriation Theory

Another basis for insider trading liability is the “misappropriation theory”, where liability is established when trading occurs on material nonpublic information that was stolen or misappropriated from another person. The Supreme Court found, in 1987, that a columnist defrauded The Wall Street Journal when he stole information from The Wall Street Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

Penalties for Insider Trading

Penalties for trading on or communicating material nonpublic information are severe, both for individuals involved in such unlawful conduct and their employers. A person can be subject to some or all of the following penalties, even if he or she does not personally benefit from the violation. Penalties include civil injunctions; treble damages; disgorgement of profits; jail sentences; and substantial fines . In addition, any violation of this Policy Statement on Insider Trading can be expected to result in serious sanctions by the Firms, including dismissal of any Access Persons involved.

Section II. Procedures to Implement the Firms’ Policies Against Insider Trading and to Comply with Section 204A under the Advisers Act

The following procedures have been established to aid Access Persons in avoiding insider trading, to aid the Firms in preventing, detecting and imposing sanctions against insider trading, and to comply with Section 204A under the Advisers Act, as amended. Every Access Person must follow these procedures or risk serious sanctions, including dismissal, substantial personal liability and criminal penalties. If you have any questions about these procedures, you should consult the CCO or his/her designee.

Identifying Inside Information

Before trading for yourself or others (including an Advisory Client) in the securities of a company about which you may have potential inside information, ask yourself the following questions:

 

(i) Is the information material ? Is this information that an investor would consider important in making his or her investment decisions? Is this information that would substantially affect the market price of the securities if generally disclosed? Is this information which could cause insiders to change their trading habits?

 

(ii) Is the information nonpublic ? To whom has this information been provided? Has the information been filed with the SEC, or been effectively communicated to the marketplace by being published in Reuters Economic Services , The Wall Street Journal or other publications of general circulation, or by appearing on the wire services?

 

19


If, after consideration of the above, you believe that the information is material and nonpublic, or if you have a question as to whether the information is material and nonpublic, you should take the following steps:

 

(i) Report the matter immediately to the CCO or his/her designee;

 

(ii) Do not purchase or sell the securities of the relevant company on behalf of yourself or others, including the Advisory Clients; and

 

(iii) Do not communicate the information to anyone inside or outside the Firm, other than to the CCO or his/her designee.

After the CCO or his/her designee has reviewed the issue, you will be instructed to continue the prohibitions against trading and communication, or you will be allowed to trade and communicate the information.

Restricting Access to Material Nonpublic Information

Information in your possession that you identify as material and nonpublic may not be communicated to anyone, including persons within the Firm. The Firm is establishing this policy to help avoid conflicts, appearances of impropriety, and the misuse of confidential, proprietary information. In addition, care should be taken to ensure that all material nonpublic information is secure. For example, files containing material nonpublic information should be sealed, and access to computer files containing material nonpublic information should be restricted.

Contacts with Third Parties

Requests of third parties, such as the press and analysts, for information should be directed to the CCO or the General Counsel.

Resolving Issues Concerning Insider Trading

If, after consideration of the items set forth in this Appendix A, doubt remains as to whether information is material or nonpublic, or if there are any unresolved questions as to the applicability or interpretation of the foregoing procedures or as to the propriety of any action, these matters must be promptly discussed with the CCO or his/her designee before trading on or communicating the information to anyone.

Section III. Supervisory Procedures

The role of the CCO is critical to the implementation and maintenance of the Firm’s policies and procedures against insider trading. Supervisory procedures can be divided into two classifications – prevention of insider trading and detection of insider trading.

Prevention of Insider Trading

To prevent insider trading, the CCO should:

 

(i) ensure that Access Persons are familiar with the Firms’ policies and procedures;

 

(ii) answer questions regarding the Firms’ policies and procedures;

 

(iii) resolve issues of whether information received by an Access Person is material and nonpublic;

 

20


(iv) review on a regular basis and update as necessary the Firms’ policies and procedures;

When it has been determined that an Access Person has material nonpublic information, the CCO should:

 

(i) implement measures to prevent dissemination of such information, and

 

(ii) restrict Access Persons from trading in the securities.

Detection of Insider Trading

To detect insider trading, the CCO or his/her designee should:

 

(i) review the trading activity and other reports received from each Access Person;

 

(ii) review the trading activity of Advisory Clients; and

 

(iii) coordinate the review of such reports with other appropriate Access Persons.

 

21


Exhibit B

Gift and Entertainment Policy (“GEP”)

The Firm strives to maintain a high standard of business ethics, which it believes are consistent with good corporate citizenship. To ensure that these standards are not being violated, the Firm requires all Employees to perform their jobs in an ethical and legal fashion. The Firm competes and earns its business and its reputation through the quality of the service and expertise it provides, not by gifts, lavish entertainment, and the like. Moreover, the provision or exchange of gifts or lavish entertainment can result in violations of laws, rules, and regulations.

The GEP sets forth the Firm’s rules and restrictions related to giving/receiving gifts and entertainment. Application of the rules of the GEP can vary depending upon the business or social context, who the recipient is, the nature of the gift or entertainment, and the entity involved.

ALL gifts and entertainment exceeding a total of $25 must be pre-cleared through MCO, the Firms’ electronic compliance and reporting system. For any gift or entertainment that could not reasonably be pre-cleared, the Employee should nonetheless inform the CCO as soon afterwards as practicable.

A. Gifts

 

   

An Employee may not give or receive a gift that could influence or appear to influence the business judgment of the Employee or the Recipient/Donor.

 

   

An Employee may not give/receive cash or cash equivalents (including gift certificates) to/from anyone doing business with the Firm unless approved by the CCO.

 

   

There are significant limitations and/or prohibitions on giving gifts to: government officials; principals, officers and employees of exchanges and regulatory organizations; U.S. union officials; and fiduciaries of ERISA Plans (collectively “Restricted Recipient”). As a practical matter, no Firm Employee shall knowingly give a gift to a Restricted Recipient.

 

   

In general, gifts are restricted to a total of $100 per person per calendar year. When seeking approval in MCO, the Employee shall provide the date, name and employer of the person offering/receiving the gift, a description and the approximate value of the gift.

 

   

De minimis gifts (token gifts, i.e. – pens, notepads, desk ornament), Promotional Gifts (umbrellas, tote bags, t-shirts) and Bereavement Gifts (reasonable and customary gifts such as flowers or food baskets given in connection with a funeral or memorial service) are not included in the calculation of the $100 limit.

 

   

Personal gifts (Employee’s relationship with the other party is a personal one, which typically would be long-standing or arises primarily out of activities or relationships not involving the Firms) are not restricted by this policy.

B. Meals and Entertainment

The Firm generally encourages participation in appropriate entertainment events to foster better business relationships. Although there is not a defined limit on the value of meals or entertainment to be received or offered, the Firm advises Employees to utilize discretion in accepting or offering either. Keep in mind that providing or receiving even the most nominal meal or entertainment requires reporting through MCO.

 

   

An Employee may not entertain or be entertained if such entertainment could influence or appear to influence proper business judgment.

 

   

The Employee and the Recipient/Donor both must attend the entertainment event. Entertainment will be considered a gift, and fall under the limitations and restrictions that apply to gifts if the Donor does not attend the event.

 

22


   

Lavish entertainment is prohibited. In general, events such as meals, theater, sporting events, leisure activities, and day outings would not be considered lavish. If you have a question about whether or not entertainment is “lavish”, contact the CCO.

 

   

Excessive entertainment – e.g., where the Employee or the Recipient is repeatedly being taken to meals, sporting events or other leisure activities is prohibited. Although excessive entertainment clearly depends upon the facts and circumstances, a pattern of entertainment, even if consistent with industry standards, may raise issues in hindsight.

C. Violations of the GEP

If an Employee fails to get approval, exceeds the guidelines, or otherwise fails to comply with the GEP, the Firm may take appropriate disciplinary action, including but not limited to, returning gifts, not reimbursing out-of-pocket expenses or other remedial action against the offending Employee.

 

23


Exhibit C

Employee Complaint (Whistleblower) Reporting and Procedures

The Firm is committed to achieving compliance with all applicable securities laws and regulations, accounting standards, accounting controls and audit practices. Accordingly, a process has been created to allow all Employees to submit a good faith complaint without fear of dismissal or retaliation of any kind, to the Firm’s Human Resources Director (the “HR Director”). The HR Director, together with the General Counsel and/or CCO, will oversee the treatment of Employee complaints. As a first step, you are always obligated to report any irregularities in the matters set forth above to your immediate supervisor or another manager. If, however, you are uncomfortable doing so for any reason or simply prefer not to report to those persons, you may submit your complaint to the CCO or General Counsel. If you prefer to submit a complaint anonymously, you may mail such complaint or message to the CCO or to any officer or director of the Firm. The following is a brief summary of the procedures for submitting a complaint:

 

a. Content of Complaints. – The complaint or concern should, to the extent possible, contain (i) a complete description of the alleged event, matter or issue that is the subject of the complaint, including the approximate date and location; (ii) the name of each person allegedly involved in the conduct giving rise to the complaint or concern; and (iii) any additional information, documentation or other evidence available to support the complaint or concern or aid the investigation. Complaints or concerns that contain unspecified wrongdoing (for example, “John Doe is a crook”) or broad allegations without verifiable support may reduce the likelihood that an investigation based on such complaints or concerns will be initiated.

 

b. Treatment of Complaints after Submission. – The HR Director is responsible for monitoring the whistleblower submissions. After receiving a complaint, the HR Director will review the complaint and determine the proper course of action and/or response to the complaint.

 

c. Determining the Status of Your Complaint. – If you want to follow up on the status of your complaint, you may contact the HR Director. However, depending upon the sensitive or confidential nature of the issues, you may not be able to be advised of the status of the complaint.

 

d. Confidentiality/Anonymity. – The anonymity of the Employee making a complaint will be maintained to the extent reasonably practicable within the legitimate needs of law and any ensuing evaluation or investigation. If you would like to discuss any matter with the HR Director or any other officer or director of the Firm, you should indicate this in the submission and include a telephone number or email address at which you may be contacted, if appropriate.

 

e. No Retaliation Permitted. – The Firm does not permit retaliation against, nor will it discharge, demote, suspend, threaten, harass or discriminate against, any Employee for submitting a complaint made in good faith. “Good Faith” means that the Employee has a reasonably held belief that the complaint is true.

 

24


EXHIBIT D

Personal Trading Guidelines

These Personal Trading Guidelines set forth the general policy and procedures for employees of the Firm (defined in the Code as Access Persons and Affiliated Persons) with respect to personal trading, but where appropriate, the Firm reserves the right to change or modify these standards.

Access Persons who wish to engage in transactions that are not explicitly exempt from the pre-clearance process (listed below and defined in the Code as “Pre-Clearance Securities”) are required to submit their trade requests through My Compliance Office (“MCO”), the Firm’s electronic reporting system and to obtain pre-clearance prior to engaging in the trade.

1. REPORTING

Access Persons are required to notify the CCO of any Beneficial Ownership Accounts (defined as accounts in which an Access Person or their immediate family members residing in the same household have beneficial ownership), and to assist the CCO in ensuring such Beneficial Ownership Accounts are set up such that the CCO may obtain confirms and duplicate account statements on a quarterly basis, generally through MCO.

 

  a. Statements and Confirms

The CCO shall receive, electronically through MCO, statements and confirms from brokerage firms, banks, or other custodians at which the Access Person or Affiliated Persons has a Beneficial Ownership Account. If the CCO is unable to receive confirms and statements via MCO, Access Persons will supply the CCO, on a timely basis, with duplicate copies of such Beneficial Ownership Account confirms and statements. All Access Persons shall promptly inform the CCO of any newly established Beneficial Ownership Account on behalf of the Access Person or Affiliated Persons.

2. HOLDING PERIOD REQUIREMENTS

No Access Person shall engage in a closing transaction (i.e., selling a position held, or buying back a security for which a short-sale was executed) of the same (or equivalent) Pre-Clearance Security of which such Access Person had Beneficial Ownership within thirty (30) calendar days of such purchase or sale. The Firm may impose additional holding period requirements or may waive these requirements when the Pre-Clearance Security is not held or being traded in client accounts or in instances such as when, for example:

 

  a. An Access Person is selling a position at a loss or where such Access Person is selling for purposes of tax loss harvesting;

 

  b. An open-end fund or ETF that is not managed or sub-advised by the Firm;

 

  c. Purchases of FRMO Corp. must be held for at least thirty (30) days.

 

  d. The Holding Period shall be measured using the Last In, First Out (LIFO) method to determine the trade date of the opening trade for such position being closed out.

 

  e. Options purchased or sold by an Access Person must have an expiration of at least thirty (30) days.

 

  f. The holding period requirements apply to all transactions in a Beneficial Ownership Account that involve a Pre-Clearance Security, except those involving:

 

  i. Purchases and sales that are part of an automatic investment plan;

 

25


  ii. Purchases and sales effected upon the exercise of rights issued by an issuer pro rata to all holders to a class of securities to the extent such rights were acquired from such issuer, and to the sales of such rights so acquired; and

 

  iii. Purchases and sales upon receipt of an exercise notice of puts and calls sold by the Access Person and sales from margin accounts pursuant to a bona fide margin call.

3. PRE-CLEARANCE OF TRADES

Most securities transactions are required to be submitted to the CCO and pre-cleared prior to an Access Person or an Affiliated Person engaging in the proposed trade. Approvals by the CCO or her designee are only valid on the day they are given. Approvals for securities that only trade in the overnight market are assumed to be given for that night’s trading session.

The only exceptions to the requirement to pre-clear trades are for those transactions exempt from the holding period requirement listed in 2(d) above.

4. RESTRICTED LIST AND OTHER TRADING CONSIDERATIONS

Access Persons and Affiliated Persons may not trade securities that are either on the Firm’s Restricted List or are being traded for clients (or have been traded within the previous business day), unless the purchase or sale meets one of the following de minimis conditions. If such security is being traded in client accounts at the time of pre-clearance, and it does not meet these de minimis conditions, it may not be traded by Access Persons or Affiliated Persons:

 

  a. Up to 50 shares per day of an issuer with a market capitalization of $500 million to $1 billion;

 

  b. Up to 100 shares per day of an issuer with a market capitalization of at least $1 billion;

 

  c. Up to 200 shares per day of an issuer with a market capitalization of at least $2 billion;

 

  d. Up to 1000 shares of an issuer with a market capitalization of at least $5 billion, measured at the time of investment;

 

  e. The amount is no greater than $10,000 par value of a debt obligation instrument whose issuer has a market capitalization of at least $2 billion, or $20,000 par value of an issuer with a market capitalization of at least $5 billion, at the time of investment;

 

  f. Purchases and sales of no greater than 500 shares of a closed-end fund that is not managed or sub-advised by the Firm.

 

26


EXHIBIT E

Reportable Funds

As of February 29, 2012, the list below contains all Reportable Funds, as referenced in the Code of Ethics:

Non-Kinetics Funds

Absolute Strategies Fund

Axa Premier VIP Trust Multimanager Small Cap Value Portfolio

Liberty Street Horizon Fund

Sun America Focused Star Alpha Portfolio

Kinetics Funds

Kinetics Global Fund

Kinetics Internet Fund

Kinetics Market Opportunities Fund

Kinetics Medical Fund

Kinetics Multi-Disciplinary Fund

Kinetics Paradigm Fund

Kinetics Small Cap Opportunities Fund

Kinetics Water Infrastructure Fund

 

27


EXHIBIT F

Political Contribution (Pay-to-Play) Policies

A. Introduction

On July 1, 2011, the Securities and Exchange Commission (“SEC”) adopted Rule 206(4)-5 (the “Rule”) under the Investment Advisers Act of 1940, as amended (the “Advisers Act”) addressing “pay to play” practices by registered investment advisers. Pay to play practices involve payments, including political contributions, made or solicited by investment managers to government officials or candidates who may directly or indirectly influence the awarding of advisory contracts for state and local government entities including, for example, public pension plans or other government funds. As registered investment advisers subject to the Rule, Horizon Asset Management LLC, Kinetics Asset Management LLC and Kinetics Advisers, LLC (collectively the “Firms”) are required to establish and implement internal policies reasonably designed to ensure compliance under the Rule. Accordingly the Firms have adopted these policies (the “Political Contribution Policies”) to adhere to the Rule and the spirit thereof.

B. Definitions

 

  (1) Contributions ” are defined as any gift, subscription, loan, advance or deposit of money or anything of value made for:

 

  a. The purpose of influencing any election for federal, state or local office;

 

  b. The payment of debt incurred in connection with any such election; or

 

  c. Transition of inaugural expenses incurred by a successful candidate for state or local office.

 

  (2) Covered Associates ” means, as it relates to the Firms, any:

 

  a. General Partner, managing member, executive officer (or President or other person in charge of a business unit, division or other function that performs a policy-making function) or other person with similar status or function;

 

  b. Employee who solicits a government entity (and any such person who supervises, directly or indirectly, such employee); and

 

  c. Political Action Committees (“PACs”) that are controlled by the investment adviser.

 

  (3) Covered Investment Pool ” is defined as:

 

  a. A registered investment company that is an investment option of a plan or program of a Government Entity; or

 

  b. Any company that would be an investment company as defined in section 3(a) of the Investment Company Act of 1940 (the “Investment Company Act”) but for the exclusion from the definition of “investment company” under Sections 3(c)-1, 3(c)-7 or 3(c)-11 of the Investment Company Act.

 

28


  (4) Government Entity ” includes all state and local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds.

 

  (5) Official ” includes incumbents, candidates or successful candidates for elective office of a government entity if the office, or a person that the office has authority to appoint, is directly or indirectly responsible for, or can influence the outcome of, the hiring of a fund manager or an investment in an underlying fund.

C. Two-Year “Time-Out” for Contributions

Under the Rule, the Firms shall not provide advisory services for compensation to a Government Entity for two years after the Firms or a Covered Associate makes a Contribution to an Official of such Government Entity. In accordance with the Rule, the Firms must also determine whether any Covered Associates, during the last two years 3 , gave Contributions to Officials of Government Entity clients.

The Rule contains a de minimis exception that allows Covered Associates of the Firms to contribute: (i) up to $350 to an Official per election (primary and general elections count separately) if the Covered Associate was entitled to vote for the Official at the time of the Contribution, and (ii) up to $150 to an Official per election if the Covered Associate was not entitled to vote for the Official at the time of the Contribution. Contributions under this de minimis exception would not trigger the two-year time-out under the Rule.

D. Reporting by Covered Associates

It is the policy of the Firms that Covered Associates pre-clear any Contributions to Officials of a Government Entity which do not meet the de minimis exceptions described in Section C through the Firm’s web-based document retention and compliance system, MyCompliance Office, or through any other means as may be deemed acceptable by the Chief Compliance Officer (“CCO”).

Covered Associates shall be required to provide details on the following items:

 

  (i) The date and dollar amount of the proposed contribution;

 

  (ii) Name of the Candidate, Government Entity or PAC as applicable;

 

  (iii) Whether the Covered Associate is eligible to vote for the Candidate; and

 

  (iv) Whether the Covered Associate is aware of any previous, existing or potential business relationship between the Candidate, Government Entity or PAC and the Firms.

Once the Covered Associate receives written approval from the CCO, he or she may proceed with the political contribution within a reasonable time frame thereafter. If the CCO denies the contribution, the Covered Associate shall not engage in the contribution.

 

3   The Rule requires a two-year look-back for all covered associates who solicit clients, but only a six month look-back for “new” covered associates who do not solicit clients. The “look-back” period will follow covered associates that change investment advisers such that a prohibited contribution by a covered associate will result in a “time-out” for the covered associate’s new firm for the remainder of the two-year or six-month period, depending on whether the covered associate solicits clients for the new firm.

 

29


New hires will be required to disclose political contribution activity, which includes the details above, that were made during the previous six-month period and which were above the de minimis exceptions described under Section C.

E. Ban on using Third Parties to Solicit Government Business

The Firms or a Covered Associate shall not pay (or agree to pay), directly or indirectly, any person to solicit a Government Entity for advisory services on behalf of the Firms unless the person is: (i) a registered investment adviser that has not made, coordinated or solicited a Contribution within the last two years that would violate the Rule, (ii) a broker-dealer registered with the Financial Industry Regulatory Authority (“FINRA”), or (iii) an executive officer, general partner, managing member (or person with similar status or function), or employee of the Firms.

F. Ban on Soliciting and Coordinating Contributions and Payments

The Firms or a Covered Associate shall not coordinate or solicit a person or political action committee (“PAC”) to: (i) contribute to an Official of a Government Entity to which the Firms provide or seek to provide advisory services, or (ii) make a payment to a political party of a state or locality in which the Firms provide or seek to provide advisory services to a Government Entity.

G. Application to pooled investment vehicles

Under the Rule, the Firms will be held to the same standards and prohibitions set forth in these Political Contribution Policies whether a Government Entity is a direct prospective client of the Firms or whether the Government Entity is a prospective investor in a Covered Investment Pool.

H. Record Keeping and Training

To the extent the Firms provide investment advisory services to a Government Entity or a Covered Investment Pool in which a Government Entity is an investor, the Firms shall collect and maintain the below information, which shall be maintained in the Firms’ MyCompliance Office application, or in another format as may be permitted by the CCO:

 

  (i) The names, titles and business and resident addresses of all Covered Associated of the Firms;

 

  (ii) All Government Entities to which the Firms provide or have provided investment advisory services (directly or indirectly through a Covered Investment Pool) in the last five years;

 

  (iii) All direct and indirect Contributions made by the Firms or Covered Associates to an Official of a Government Entity or direct and indirect payments made to a political party or PAC; and

 

  (iv) The Name and business address of each regulated person to which the Firms agree to provide direct or indirect payment to solicit a Government Entity.

 

30


The Firms shall conduct reviews with Covered Associates that are departing the Firms to ensure that political contribution activities do not trigger a time-out. Moreover, the Firms shall perform employee training on a periodic basis for Covered Associates and new hires that fall within the definition of a Covered Associate relating to the requirements under the Rule and the process for reporting. To the extent certain Covered Associates are actively engaged in soliciting Officials and Government Entities, the Firms may obtain written assurances from such Covered Associates sufficient to ensure political contribution activities do not result in a time-out or other breach under the Rule.

I. Addressing a Potential Time-Out

To the extent a time-out under the Rule is imposed against the Firms, the Firms shall determine whether to seek SEC exemptive relief, during which time, the Firms shall establish an escrow account for any fees that would have been owed by a Government Entity, but for which may not be permitted due to political contributions that were made by Covered Associates or the Firms.

 

31

 

LOGO

KLEINWORT BENSON INVESTORS

CODE OF ETHICS

While affirming its confidence in the integrity and good faith of all its employees, officers and directors, Kleinwort Benson Investors International Ltd and its direct parent, Kleinwort Benson Investors Dublin Ltd (“KBI Dublin”) (collectively the “Adviser”) recognizes that knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions made by or for its Advisory Clients which may be possessed by certain of its personnel could place such individuals, if they engage in personal transactions in Securities which are eligible for investment by Advisory Clients, in a position where their personal interest may conflict with the interests of the Advisory Clients.

In view of the foregoing, the Adviser’s Code of Conduct, the provisions of Rule 17j-1(b)(1) as amended under the Investment Company Act of 1940 (the “1940 Act”) and Section 204A of the Investment Advisers Act 1940 as amended the Adviser has determined to adopt this Code of Ethics to set forth standards of conduct expected of its Advisory personnel, specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict), and to establish reporting requirements and enforcement procedures.

In addition Kleinwort Benson Investors Dublin Ltd and its subsidiaries are subject to supervision by a number of regulatory bodies in the EU in addition to its home regulator the Central Bank of Ireland. These regulators require that an explicit Code of Conduct covering personal share dealing & gifts must be made available to all executive directors and members of staff.

At all times, the Adviser and its personnel must comply with the spirit and the letter of the applicable securities laws and the rules governing the capital markets. The CCO administers this Code of Ethics and all questions regarding the provisions contained herein should be directed to the CCO. Employees must cooperate to the fullest extent reasonably requested by the CCO to enable (i) the Adviser to comply with all applicable securities laws and (ii) the CCO to discharge her duties as outlined in this Code of Ethics and other written policies and procedures.

 

I. STATEMENT OF GENERAL PRINCIPLES

In recognition of the trust and confidence placed in the Adviser by its Advisory Clients and to give effect to the Adviser’s belief that its operations should be directed to the benefit of its Advisory Clients, the Adviser hereby adopts the following general principles to guide the actions of its employees, officers and directors:

 

Version 2 May’11

 

1


LOGO

 

 

  (1) The interests of the Advisory Clients are paramount, and all of the Adviser’s personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the Advisory Clients before their own

 

  (2) All of the Adviser’s personnel are also required to act in the best interests of the Adviser’s Advisory Clients especially regarding execution and brokerage services. In this regard the Adviser’s personnel are reminded to adhere to the Adviser’s policies and procedures regarding brokerage, including allocation, best execution, soft dollars and directed brokerage.

 

  (3) All personal transactions in Securities by the Adviser’s personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interest of any Advisory Client.

 

  (4) All of the Adviser’s personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to an Advisory Client, or that otherwise bring into question the person’s independence or judgment.

 

  (5) All information about the Adviser’s Clients (including former Clients) must be kept in strict confidence, including the Client’s identity (unless the Client consents), the Client’s financial circumstances, the Client’s Security holdings and advice furnished to the Client by the Adviser.

 

  (6) Independence in the investment decision making process is paramount.

 

II. DEFINITIONS

 

  (1) “Access person” for an Investment Adviser, whose primary business is the business of providing investment advice, includes any “Supervised Person” who:

 

   

Has access to nonpublic information regarding any Clients’ purchase or sale of Securities, or nonpublic information regarding portfolio holdings of any fund the Adviser or its control affiliates manage; or

 

   

Is involved in making Securities recommendations to Clients or has access to such recommendations that are nonpublic.

If the Adviser’s primary business in providing investment advice, all of the Adviser’s directors, officers, and partners are presumed to be Access Persons.

 

Version 2 May’11

 

2


LOGO

 

“Access Persons for Mutual Funds” means any officer, director, general partner or Advisory Person of the Adviser who, with respect to the Funds:

 

  (i) Makes any recommendation or participates in the determination of which recommendation will be made; or

 

  (ii) Whose principal function or duties relate to the determination of which recommendation will be made or who, in connection with his or her duties, obtains any information concerning recommendations on Securities made by the Adviser to the Fund.

The Adviser’s “Access Persons” shall include: (a) all directors of the Adviser, (b) Asset Managers, (c) Researchers, (d) Middle Office Personnel, (e) Information Technology personnel who have access to PORTIA and “SOMA” trading system and/or any such other system that holds pre-trade information, (f) Compliance Unit personnel, and (g) any other managers or individuals whom the Review Officer determines to be Access Persons from time to time. A list of all such Access Persons is available from the Adviser on request and includes Clients, regulatory authorities and any other entity/person that the CCO deems it appropriate to provide such information.

 

  (2) “Advisory Client” means any client or fund to which the Adviser provides investment advice.

 

  (3) “Advisory Person” means any employee of the Adviser who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Securities by an Advisory Client, or whose functions relate to the purchase or sale of Securities by an Advisory Client. All Advisory Persons are Access Persons .

 

  (4) “Beneficial Ownership” of a Security is to be determined in the same manner as it is for purposes of Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a)(2) there under. This means that a person should generally consider him or herself the beneficial owner of any Securities in which he or she has a direct or indirect pecuniary interest. In addition, a person should consider him or herself the beneficial owner of Securities held by his or her spouse, minor children, a relative who shares his or her home, or other persons by reason of any contract, arrangement, understanding or relationship that provides him or her with sole or shared voting or investment power.

 

  (5) “Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

 

  (6) “Fund” means an investment company registered under the 1940 Act for which the Kleinwort Benson Investors International Ltd acts as adviser or sub-adviser.

 

Version 2 May’11

 

3


LOGO

 

  (7) “High quality short-term debt instrument” means any instrument that has a maturity at issuance of 365 days or less and that is rated in one of the two highest rating categories by a nationally recognized statistical rating organization.

 

  (8) “Investment Personnel” means a) any employee of the Adviser (or of any company in a control relationship to the Adviser) who, in connection with his or her regular functions or duties, makes or participates in making recommendations regarding the purchase or sale of Securities by the Advisory Client (b) any employee who helps execute and/or implement the asset manager’s decision and (c) any natural person who controls the Adviser and who obtains information concerning recommendations made to an Advisory Client regarding the purchase or sale of Securities by such Advisory Client.

 

  (9) “Initial public offering” (i.e . IPO), means an offering of Securities registered under the Securities Act of 1933, the issuer of which, immediately before registration, was not subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934.

 

  (10) “Limited offering” means an offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2), Section 4(6), Rule 504, Rule 505 or Rule 506.

 

  (11) A “personal securities account” means any account in which any securities are held for the person’s direct or indirect benefit.

 

  (12) “Purchase or sale of a Security” includes, among other things, the writing of an option to purchase or sell a Security.

“Security” means any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a "security," or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Also included is any regulated instrument under MiFID (as defined in Schedule 1 Part 3 of European Communities (Markets in Financial Instruments) Regulations 2007 1 ) and the Investor Intermediaries Act 1995 2 such as units in collective investment schemes, shares in an investment company, units in a unit trust or units in a common contractual fund, capital contributions to an investment limited partnership, dealings in stock, shares, loan stock, warrants, rights, options, spread betting, traded options, futures contracts,

 

 

1  

http://www.finance.gov.ie/documents/publications/statutoryinstruments/SINo60of2007.pdf

2  

http://www.irishstatutebook.ie/1995/en/act/pub/0011/print.html

 

Version 2 May’11

 

4


LOGO

 

money market instruments, financial contracts for difference, swaps, forward rate agreements, tracker bonds, hybrid instruments, repurchase and reverse repurchase agreements, regular savings plans operated by way of an investment trust In addition, derivative contracts relating to:

 

   

securities, currencies, interest rates or yields, financial indices

 

   

commodities

 

   

climatic variables, freight rates, emission allowances or inflation rates or other official economic statistics if the contracts must be settled in cash

 

   

derivative instruments for the transfer of credit risk.

 

  (13) A “Security held or to be acquired” by an Advisory Client means (a) any Security which, within the most recent 15 days, (i) is or has been held by an Advisory Client or (ii) is being or has been considered by the Adviser for purchase by an Advisory Client and (b) any option to purchase or sell, and any Security convertible into or exchangeable for, a Security.

 

  (14) A Security is “being purchased or sold” by an Advisory Client from the time when a purchase or sale program has been communicated to the person who places the buy and sell order for an Advisory Client until the time when such program has been fully completed or terminated.

 

  (15) “Supervised Person” includes:

 

   

Directors, officers and partners of the Adviser (or other persons occupying a similar status or performing similar functions)

 

   

Employees of the Adviser; and

 

   

Any other person who provides advice on behalf of the Adviser and is subject to the Adviser’s supervision and control

The Adviser also has the discretion to include some or all of the following categories of persons as “Supervised Persons”:

 

   

Temporary workers

 

   

Consultants

 

   

Independent Contractors

 

   

Certain employees of affiliates; or

 

   

Particular persons designated by the Chief Compliance Officer

 

  (16) The designated “Review Officer” shall be the Chief Compliance Officer of the Adviser.

 

Version 2 May’11

 

5


LOGO

 

 

III. GENERAL PROHIBITION AGAINST INSIDER-DEALING, FRAUD, DECEIT AND MANIPULATION

 

  (1) No Supervised Person shall:

 

  (a) Engage in any manipulative practice with respect to Securities, including price manipulation;

 

  (b) Engage in any trading, either personally or on behalf of others, while in possession of material, non public information (including the following):

 

   

Preliminary profit announcements for a year, half year of other period.

 

   

Dividends and other distributions to shareholders recommended or declared or resolved to be paid and any decision to pass any dividend or interest payment.

 

   

Proposed changes in capital, structure or redemption of securities.

 

   

Material acquisitions or realisation of assets as defined by the Stock Exchange.

 

   

Matters requiring disclosure to the Stock Exchange under the provisions of the City Code on Takeovers and Mergers.

 

   

Any changes in the Directorate other than normal retirements and replacements.

 

   

Proposed changes in the general character or nature of the business.

 

   

Matters requiring to be notified to a company (interests of 5% or more of the nominal value of any class of voting capital) or any variation thereof.

 

   

Changes in the status of a company under the close company provisions (as defined by the Irish Revenue) of the various tax acts as amended.

 

  (c) Engage in communicating any material non-public information to others in violation of the law. ”Material non-public information” relates not only to issuers but also to the Adviser’s Client, the Securities investments made by the Adviser on behalf of the Client, information about contemplated Securities transactions, or information regarding the Adviser’s trading strategies except as required to effect Securities transactions on behalf of the Client or for regulatory and/or other legitimate business purposes.

Where a Supervised Person becomes an “insider” regarding an issuer s/he must report the matter to the Review Officer where it will be dealt with in line with the Adviser’s procedures and the issuer will becomes a “restricted issuer” until such time that the Adviser is no longer an insider.

 

Version 2 May’11

 

6


LOGO

 

 

  (2) No Supervised Person shall, in connection with the purchase or sale, directly or indirectly, by such person of a Security held or to be acquired by any Advisory Client:

 

  (a) Employ any device, scheme or artifice to defraud such Advisory Client;
  (b) Make to such Advisory Client any untrue statement of a material fact or omit to state to such Advisory Client a material fact necessary in order to make the statements made;

 

  (c) Engage in any act, practice or course of business which would operate as a fraud or deceit upon such Advisory Client; or

 

  (d) Engage in any manipulative practice with respect to such Advisory Client.

If a Supervised Person engages in any of the practices listed above or any practices associated with these practices the Adviser will commence enforcing its disciplinary procedures as set out in its HR policies.

 

Version 2 May’11

 

7


LOGO

 

 

IV. PROHIBITED PURCHASES AND SALES OF SECURITIES

 

  (1) Except as provided in Sections V(3) and V(4) of this Code of Ethics , no Access Person shall purchase or sell, directly or indirectly, any Security in which he or she had or by reason of such transaction acquired any Beneficial Ownership, within 24 hours (seven (7) working days, in the case of Investment Personnel – such persons are determined by the CCO and the individuals are informed accordingly) before or after the time that the same (or a related) Security is being purchased or sold by any Advisory Client. The Review Officer also performs a review of all personal transactions on a post trade basis and there is a separate documented procedure for this. Subject to determination by the Review Officer, such Access Person may be required to sell any Security and to disgorge any profits realized on trades within these proscribed periods. The Review Officer’s determination shall be made in writing and a record of such shall be maintained in accordance with Section X-(7) of this Code of Ethics. In the event of the absence of the Review Officer, a member of the Adviser’s Compliance team will make such determination.

 

  (2) No Access Person (including Investment Personnel) may acquire Securities, whether acquired directly or indirectly (through Beneficial Ownership), as part of an initial public offering without obtaining the written approval of the designated Review Officer before either directly or indirectly acquiring a Beneficial Ownership in such Securities.

 

  (3) No Access Person shall purchase a Security, whether purchased directly or indirectly (through Beneficial Ownership), offered in a limited offering (e.g. private placement) without the specific, prior written approval of the Adviser’s designated Review Officer. Where an Access Person has been authorized to purchase a Security in a limited offering they will be required to disclosed that investment when they play a part in any Client’s subsequent consideration of an investment in the issuer and in such circumstances the decision to purchase Securities of the issuer for the Client be made either by another employee or, at a minimum, should be subject to an independent review by investment personnel with no personal interest in the issuer.

 

  (4) No Access Person shall profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Security, whether held directly or indirectly (through Beneficial Ownership), within a 60-day period . Profit due to any such short-term trades will be disgorged. Exceptions to this policy are permitted only with the written approval of the Review Officer of the Adviser and then only in an emergency or extraordinary circumstances.

 

  (5) No Access Person shall make speculative purchases or sales of securities or currencies to the detriment of the Company’s good name or for which insufficient funds are available. In particular, the purchase or sale of shares where settlement depends on a subsequent sale or purchase, within the same account, period must be avoided.

 

Version 2 May’11

 

8


LOGO

 

 

  (6) Additional Rules for Dealing in Options

An Access Person may only undertake options dealings, whatever the underlying asset, in accordance with the following addition rules:

 

  1. Uncovered calls – the writing of uncovered calls is not permitted.

 

  2. Uncovered puts – the writing of uncovered puts is not permitted.

 

  3. Covered calls – covered calls may be written where one of the following conditions is satisfied:

 

  a. Previously or at the same time a long call position is established which covers the short call. This means that the exercise price of the long call must be the same or lower than that of the short call and the expiry date of the long call must be at least as long as that of the short call. (It is not permissible to close out the long position prior to the closing of the short call position).

 

  b. The underlying security is held by the individual, and pledged as collateral to a recognized clearing house. It is not permissible to sell the underlying security prior to closing of the short call position.

 

  4. Covered puts – covered puts may be written when the following condition is satisfied:

Previously or at the same time a long put position is established which covers the short put in the following manner:

The exercise price of the long put must be the same or higher than that of the short put and the expiry date of the long put must be at least as long as that of the short put. It is not permissible to close out the long position prior to the closing of the short put option.

 

  5. Buying of puts and calls will be permitted provided the size of the financial commitment is suitable with regard to the individual’s financial situation.

 

Version 2 May’11

 

9


LOGO

 

 

V. PRE-CLEARANCE OF TRANSACTIONS

 

  (1) Except as provided in Section V(3), each Access Person must pre-clear each proposed transaction in securities with the Review Officer prior to proceeding with the transaction. Where an Access Person undertakes dealings on behalf of third parties or in nominee names outside the course of their normal duties, prior written approval must be sought also. No transaction in Securities shall be effected without the prior written approval of the Review Officer. Pre-clearance is obtained by filling out the ‘Pre-Clearance Request Form’ available to all access persons on the ARC (Internal website). The completed form should be given in person to the Review Officer who will carry out the necessary checks to determine whether or not to grant approval for the personal transaction. Pre-clearance trading authorisation is valid for 48 hours only. In determining whether to grant such clearance, the Review Officer shall abide by Section V(4), below.

 

  (2) In determining whether to grant approval for the purchase of a Security offered in a limited offering , the Review Officer shall take into account, among other factors, whether the investment opportunity should be reserved for an Advisory Client, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the Adviser.

 

  (3) The pre-clearance requirements of Section V(1) shall not apply to the following transactions:

 

  (A) Purchases or sales over which the Access Person has no direct or indirect influence or control.

 

  (B) Purchases or sales which are non-volitional on the part of the Access Person, including purchases or sales upon exercise of puts or calls written by the Access Person and sales from a margin account pursuant to a bona fide margin call.

 

  (C) Purchases that are effected as part of an automatic dividend reinvestment plan.

 

  (D) Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its Securities, to the extent such rights were acquired from such issuer.

 

  (E) Acquisitions of securities through stock dividends, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganisations or distributions generally applicable to all holders of the same class of Securities;

 

  (F) Acquisitions of Securities through gifts or bequests; and

 

Version 2 May’11

 

10


LOGO

 

 

  (G) Transactions in Securities of open-end mutual funds, other than:

 

  a. shares of all investment companies/funds advised by the Adviser or its affiliates or sub-advised by the Adviser

 

  b. Exchange Traded Funds

 

  (4) The following transactions generally would be expected to receive pre-clearance from the Review Officer absent extenuating circumstances:

 

  (A) Transactions which appear upon reasonable inquiry and investigation to present no reasonable likelihood of harm to any Advisory Client and which are otherwise in accordance with Rule 17j-1 and Section 204. Such transactions would normally include purchases or sales of up to 1,000 shares of a Security, which is being considered for purchase or sale by an Advisory Client (but not then being purchased or sold) if the issuer has a market capitalization of over $1 billion. Permission to purchase Securities described above is not assumed or automatic, but rather may be granted by the Review Officer after extensive review of the facts surrounding such transaction and the effect such transaction would have on the shareholders of the Fund and/or Advisory Clients.

 

  (B) Purchases or sales of Securities which are not eligible for purchase or sale by any Advisory Client as determined by reference to the 1940 Act, the Investment Advisers Act and regulations there under, or any relevant “blue sky” laws, the investment objectives policies and investment restrictions of any Advisory Client or undertakings made to regulatory authorities.

 

  (C) Transactions that the Review Officer, or other appropriate officers of the Adviser, as a group and after consideration of all the facts and circumstances, determine to be in accordance with Section III and to present no reasonable likelihood of harm to an Advisory Client.

 

  (5) The Compliance Department of the Adviser will maintain pre-clearance records for 6 years

 

VI. ADDITIONAL RESTRICTIONS AND REQUIREMENTS

 

  (1)

Supervised Persons should not accept inappropriate gifts, favours, entertainment, special accommodation, or other things of material value that could influence their decision-making or make them feel beholden to a person or a firm. Similarly Supervised Persons should not offer gifts, favours, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision-making or making a Client feel beholden to the Adviser or the Supervised Person.

 

Version 2 May’11

 

11


LOGO

 

  This is particularly the case where the Adviser in managing state or municipal pension funds as certain laws or rules in various states may prohibit or limit gifts or entertainment extended to public officials. Supervised Persons are prohibited from making political contributions for the purposes of obtaining or retaining advisory contracts with government entities.

 

  (2) No Supervised Person may give or accept any gift and/or entertainment packages of more than €100.00 from any person or entity that it does business with or on behalf of the Adviser or its direct parent, Kleinwort Benson Investors Dublin Ltd, or an Advisory Client, without prior approval by the Review Officer, which can be obtained by completing the “Gifts/Entertainment Approval Form” which is available on the ARC under “Forms”. The Review Officer reserves the right to approve or deny such gifts/entertainment packages

No Supervised Person may give or accept cash gifts or cash equivalents to or from a Client, prospective Client, or any entity that it does business with or on behalf of the Adviser, or its direct patent.

All gifts/entertainment packages of less than €100.00, either given or received must be reported to the Compliance Officer and the individual’s supervising Director. Such notification should be made via e-mail and shall be tracked by the Review Officer in the Gifts Register.

Occasional participation in lunches, dinners, sporting activities or similar gatherings conducted for business purposes are not prohibited. However where the Supervised Person would feel compromised by accepting such invitations s/he is advised to refuse the offer or consult with the Review Officer if in any doubt. Where business related travel and lodging are paid for by any other party than the Adviser, or its direct parent this must be disclosed to the Review Officer through the “Gifts/Entertainment Approval Form”

The Adviser and its Supervised Persons are prohibited from giving gifts or providing meals or entertainment for business purposes that would appear lavish or extravagant in nature.

Policy at Christmas time: All gifts received at Christmas time e.g. hampers, cases or bottles of wine etc. will be centrally pooled and raffled among staff prior to Christmas, with the proceeds going to charity. All gifts given during Christmas time to Advisory Clients, investors, or any persons or entities with whom the Adviser does business must be reported to the Reporting Officer as described above.

Where you are in doubt about any gift and/or entertainment being offered or received you should contact the Review Officer or his/her designate immediately.

 

Version 2 May’11

 

12


LOGO

 

 

  (3) No Investment Personnel shall accept a position as a director, trustee or general partner of a publicly-traded company or partnership unless the acceptance of such position has been approved by the Review Officer and is consistent with the interests of all Advisory Clients.

 

  (4) In general, all Supervised Persons are reminded that they must disclose any personal interest that might present a conflict of interest or harm the reputation of the Adviser or its affiliates.

 

  (5) All Supervised Persons are reminded that all oral and written statements, including those made to Clients, prospective clients, their representatives, or the media must be professional, accurate, balanced and not misleading in any way. All written marketing or promotional material must be approved by the Review Officer or his/her designate, in line with procedure, prior to being issued.

 

  (6) Non-public information about the Adviser’s investment strategies, trading and Advisory Client holdings may not be shared with third parties except as is necessary to implement investment decisions and conduct other legitimate business. Supervised Persons must never disclose proposed or pending trades or other sensitive information to any third party without the prior approval of the CCO. Securities laws may prohibit the dissemination of such information and doing so may be considered a violation of the fiduciary duty that Adviser owes to its Advisory Clients.

With respect to Adviser’s unregistered fund clients (e.g., Kleinwort Benson Investors Investment Trust), Supervised Persons may disclose information about the funds to investors and certain other third-parties (e.g., fund service providers investor representatives) that have a legitimate business need to know such information. Such information should generally be limited to the following:

 

   

Fund holdings information contained in marketing materials should be at least thirty days old;

 

   

Discussions of specific, current fund holdings should be limited to one-on-one conversations with existing investors or their representatives;

 

   

Discussions of pending transactions are strictly prohibited; and

All investors should have equal access to information about a fund’s holdings and activities. Any questions regarding this policy should be addressed to the CCO.

 

Version 2 May’11

 

13


LOGO

 

 

VII. REPORTING AND COMPLIANCE OBLIGATIONS

 

  (1) The Review Officer shall create and thereafter maintain a list of all Access Persons.

 

  (2) Each Access Person must direct each brokerage firm or bank at which the Access Person maintains a Securities account to promptly send duplicate copies of such person’s account statement and brokerage confirmations promptly to the Review Officer.

 

  (3) As provided in Section VII(5) below, each Access Person must provide to the Review Officer a complete listing of all Securities owned by such person as of the later of adoption of this Code of Ethics or 10 days after becoming an Access Person. Each Access Person must disclose all memberships of Investment Clubs to Compliance and Risk Unit. Where they do not participate in decision making, the transaction does not need to be approved but should be reported in the Access Person’s Annual Holdings Report. Each Access Person must submit a list of Securities holdings to the Review Officer within 45 days after the end of each calendar year.

 

  (4) Every Access Person shall certify annually that he or she:

 

  (A) Has read and understands this Code of Ethics ;

 

  (B) Recognizes that he or she is subject to this Code of Ethics;

 

  (C) Has complied with this Code of Ethics; and

 

  (D) Has disclosed and reported all personal Securities transactions and personal securities accounts required to be disclosed or reported by this Code of Ethics.

 

  (5) Reports.

 

  (A) Initial Holdings Reports : Every Access Person must provide to the Review Officer a complete listing of all Securities owned by such person, including the title, the exchange ticker or SEDOL number, the type of Security, the number of shares and principal amount, as well as all personal securities accounts, including the name of the broker, dealer or bank at which such account is maintained, within ten days of the later of the adoption of this Code of Ethics or such person’s becoming an Access Person. Such reports need not show transactions effected for, or Securities held in, personal securities accounts over which the person has no direct or indirect influence or control.

 

  (B)

Annual Holdings Reports : On an annual basis, each Access Person must submit to the Review Officer a listing of all Securities beneficially owned by such person, including the title, number of shares and principal amount, as well as all personal securities accounts, including the name of the broker, dealer or bank at which such account is maintained. The list must be current as of a date no more than 45 days before the report is submitted

 

Version 2 May’11

 

14


LOGO

 

  and must be received within 45 days of the end of the calendar year. Such reports need not show transactions effected for, or Securities held in, personal securities accounts over which the person has no direct or indirect influence or control. A form of Annual Holdings Report is attached at Appendix II.

 

  (C) Quarterly Reports :

 

  1. Each Access Person shall report all transactions in Securities in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership. Reports shall be filed with the Review Officer quarterly. Each Access Person must also report any personal securities accounts established during the quarter. The Review Officer shall submit confidential quarterly reports with respect to his or her own personal Securities transactions and personal securities accounts established to an officer designated to receive his or her reports, who shall act in all respects in the manner prescribed herein for the Review Officer. Such reports need not show transactions effected for, or Securities held in, personal securities accounts over which the person has no direct or indirect influence or control.

 

  2. Every quarterly report shall be made no later than 30 days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information (a form of Quarterly Report Form is included as Appendix III):

 

  (a) The date of the transaction, the title, the exchange ticker or SEDOL no, the interest rate and maturity (if applicable), the number of shares and principal amount of each Security involved;

 

  (b) The nature of the transaction (i.e . purchase, sale or any other type of acquisition or disposition);

 

  (c) The price of the Security at which the transaction was effected;

 

  (d) The name of the broker, dealer or bank with or through which the transaction was effected;

 

  (e) The date the report is submitted by the Access Person; and

 

  (f) With respect to any personal securities account established during the quarter, the broker, dealer or bank with whom the account was established, and the date the account was established.

 

Version 2 May’11

 

15


LOGO

 

 

  3. In the event the Access Person has no reportable items during the quarter, the report should so note and be returned signed and dated.

 

  (D) Any reports covered by this Code of Ethics may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the Security to which the report relates.

 

  (E) Every Access Person shall report the name of any publicly-traded company (or any company that such Access Person is aware of is anticipating a public offering of its equity Securities) and the total number of its shares beneficially owned by him or her if such total ownership is more than 1% of the company’s outstanding shares.

 

  (F) Every Access Person who owns Securities acquired in a limited offering shall disclose such ownership to the Review Officer if such person is involved in any subsequent consideration of an investment in the issuer by an Advisory Client. The Adviser’s decision to recommend the purchase of such issuer’s Securities to an Advisory Client will be subject to independent review by Investment Personnel with no personal interest in the issuer.

 

  (6) Reporting Violations of the Code of Ethics

All Supervised Persons are required to report violations of the Adviser’s Code of Ethics promptly to the Review Officer or other appropriate personnel as designated in this Code, provided the Review Officer also receives reports of all violations. The violations that should be reported include noncompliance with applicable laws, rules and regulations, fraud or illegal acts involving any aspect of the Adviser’s business, material misstatements in regulatory filings, internal books and records, Clients reports and, activity that is harmful to Clients, including fund shareholders and deviations from required controls and procedures that safeguard Clients and the Adviser. This list is not exhaustive.

Such reports will be treated confidentially to the extent permitted by law and investigated promptly and appropriately. Retaliation against an individual who reports a violation is prohibited and constitutes a further violation of the Code.

 

Version 2 May’11

 

16


LOGO

 

 

VIII. REVIEW AND ENFORCEMENT

 

  (1) The Review Officer’s Duties and Responsibilities . The Review Officer shall notify each person who becomes an Access Person and who is required under this Code of Ethics of his or her reporting requirements no later than ten days before the first quarter in which such person is required to begin reporting.

 

  (2) The Review Officer will, on a quarterly basis, compare all confirmations, account statements and other reports received with a list of Securities that have been purchased or sold on behalf of any Advisory Client to determine whether a violation of this Code of Ethics may have occurred. Before determining that a person has violated the Code of Ethics, the Review Officer shall give such person an opportunity to supply additional explanatory material.

 

  (3) If the Review Officer determines that a violation has occurred, or believes that a Code of Ethics violation may have occurred, the Review Officer must submit a written report regarding the possible violation, together with any confirmations, account statements or other reports and any additional explanatory material provided by the Access Person, to the Access Person’s primary supervisor, and legal counsel for the Adviser, who shall make an independent determination as to whether a violation has occurred. If the primary supervisor is unavailable or is unable to review the transaction, the alternate supervisor shall act in all respects in the manner prescribed herein for the primary supervisor.

 

  (4) If the primary or alternate supervisor finds that a violation has occurred, the CCO in consultation with the supervisor shall impose upon the individual such sanctions as he or she deems appropriate.

 

IX. ANNUAL WRITTEN REPORTS TO SENIOR MANAGEMENT AND THE BOARD

At least annually, the Adviser will provide a written report to the Senior Management of the Adviser and to each Fund Client’s Adviser for onward reporting to the Fund Board of Trustees, or Board of Directors (collectively the “Board”), as the case may be, as follows:

 

  (1) Issues Arising Under the Code of Ethics . The report must describe any issue(s) that arose during the previous year under the Code of Ethics or procedures thereto, including any material Code of Ethics or procedural violations, and any resulting sanction(s). The Adviser may report to senior management of the Adviser and/or the Adviser’s Board more frequently as it deems necessary or appropriate and shall do so as requested by the Board.

 

  (2) Certification . Each report must be accompanied by a certification to senior management and/or the Board that the Adviser has adopted procedures reasonably necessary to prevent its Access Persons from violating this Code of Ethics.

 

Version 2 May’11

 

17


LOGO

 

 

X. RECORDKEEPING

The Adviser will maintain the records set forth below. These records will be maintained in accordance with the 1940 Act, Rule 204 of the Investment Advisers Act, 1940 and the following requirements. They will be available for examination by representatives of the Securities and Exchange Commission and other regulatory agencies.

 

  (1) A copy of this Code of Ethics and any other code adopted by the Adviser under Rule 17j-1 of the IC Act and/or Rule 204 of the Investment Advisers Act 1940, which is, or at any time within the past five years has been, in effect will be preserved in an easily accessible place.

 

  (2) A record of any Code of Ethics violation and of any sanctions taken will be preserved in an easily accessible place for a period of at least five years following the end of the fiscal year in which the violation occurred.

 

  (3) A copy of each Quarterly Report, Initial Holdings Report, and Annual Holdings Report submitted under this Code of Ethics, including any information provided in addition to any such reports made under this Code of Ethics, will be preserved for a period of at least five years from the end of the fiscal year on which it is made, for the first two years in an easily accessible place.

 

  (4) A record of all persons, currently or within the past five years, who are or were required to submit reports under this Code of Ethics, or who are or were responsible for reviewing these reports, will be maintained in an easily accessible place.

 

  (5) A copy of each annual report required by Section IX of this Code of Ethics must be maintained for at least five years from the end of the fiscal year in which it is made, for the first two years in any easily accessible place.

 

  (6) A record of any decision and the reasons supporting the decision, to approve the acquisition of Securities acquired in an IPO or a limited offering, for at least five years after the end of the fiscal year in which the approval is granted.

 

  (7) A record of any decision, and the reasons supporting the decision, related to the Review Officer’s determination regarding an Access Person’s transaction in a Security as described in Section IV(1).

 

XI. MISCELLANEOUS

 

  (1) Confidentiality . All reports and other confirmations and reports of Securities transactions, and any other information filed with the Adviser pursuant to this Code of Ethics, shall be treated as confidential, provided such reports and information may be produced to the Securities and Exchange Commission and other regulatory agencies.

 

Version 2 May’11

 

18


LOGO

 

 

  (2) Interpretation of Provisions . The Adviser may from time to time adopt such interpretations of this Code of Ethics as it deems appropriate.

 

  (3) Compliance Certification . Within ten days of becoming an Access Person, and each year thereafter, each such person must complete a Compliance Certification. A Compliance Certification Form is attached as Appendices IV & V.

 

Version 2 May’11

 

19


LOGO

 

APPENDICES

 

Version 2 May’11

 

20


LOGO

 

APPENDIX I

KLEINWORT BENSON INVESTORS INTERNATIONAL LIMITED

QUARTERLY PERSONAL SECURITIES TRANSACTIONS REPORT

 

Name of Reporting Person:     
Calendar Quarter Ended:     
Date Report Due:     
Date Report Submitted:     

Securities Transactions

 

Date of Transaction

   Name of
Issuer and
Title of
Security
   SEDOL    No. Of
Shares (if
applicable)
   Principal
Amount,
Maturity Date
and Interest
Rate
(if applicable)
   Type of
Transaction
   Price    Name of
Broker, Dealer
or Bank
Effecting
Transaction
                    
                    
                    
                    

If you had no reportable transactions during the quarter, please check here.   ¨

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

 

 

 

 

Securities Accounts

If you established an account within the quarter, please provide the following information:

 

Name of Broker, Dealer or Bank

   Date Account was Established    Name(s) on and Type  of
Account
     
     

If you did not establish a securities account during the quarter, please check here.   ¨

I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code of Ethics.

 

Signature:                                                               Date:                                              

 

 

Version 2 May’11

 

21


LOGO

 

APPENDIX II

KLEINWORT BENSON INVESTORS INTERNATIONAL LIMITED

INITIAL HOLDINGS REPORT

Name of Reporting Person:                                                                                                                       

Date Person Became Subject to the Code’s Reporting Requirements:                                                  

Information in Report Dated as of:                                                                                                       

Date Report Due:                                                                                                                                            

Date Report Submitted:                                                                                                                                

Securities Holdings

 

Name of Issuer and Title

of Security

  

No. of Shares (if

applicable)

  

SEDOL

  

Principal Amount,

Maturity Date and Interest

Rate (if applicable)

If you have no securities holdings to report, please check here. ¨

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

 

 

 

 

Securities Accounts

 

Name of Broker, Dealer or Bank

  

Name(s) on and Type

of Account

If you have no securities accounts to report, please check here. ¨

I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code of Ethics.

 

Signature:                                                          Date:                     

 

Version 2 May’11

 

22


LOGO

 

APPENDIX III

KLEINWORT BENSON INVESTORS INTERNATIONAL LTD

ANNUAL HOLDINGS REPORT

Name of Reporting Person:                                                                                                               

Information in Report Dated as of:                                                                                                   

Date Report Due:                                                                                                                                

Date Report Submitted:                                                                                                                       

Calendar Year Ended: December 31,                                                                                                   

Securities Holdings

 

Name of Issuer and Title

of Security

  

No. of Shares (if

applicable)

  

SEDOL

  

Principal Amount,

Maturity Date and Interest

Rate (if applicable)

If you have no securities holdings to report for the year, please check here. ¨

If you do not want this report to be construed as an admission that you have beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.             

 

 

 

 

Securities Accounts

 

Name of Broker, Dealer or Bank

  

Date Account was Established

  

Name(s) on and Type of

Account

If you have no securities accounts to report for the year, please check here. ¨

I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code of Ethics.

 

Signature:                                                          Date:                     

 

Version 2 May’11

 

23


LOGO

 

APPENDIX IV

KLEINWORT BENSON INVESTORS INTERNATIONAL LTD

INITIAL COMPLIANCE CERTIFICATION

INITIAL CERTIFICATION

 

I certify that I:    (i)   have received, read and reviewed the Code of Ethics;
   (ii)   understand the policies and procedures in the Code of Ethics;
   (iii)   recognize that I am subject to such policies and procedures;
   (iii)   understand the penalties for non-compliance;
   (v)   will fully comply with the Code of Ethics; and
   (vi)   have fully and accurately completed this Certificate.

 

Signature:        
Name:         (Please print)
Date Submitted:        
Date Due:        

 

Version 2 May’11

 

24


LOGO

 

APPENDIX V

KLEINWORT BENSON INVESTORS INTERNATIONAL LTD.

ANNUAL COMPLIANCE CERTIFICATION

ANNUAL CERTIFICATION

I certify that I:

 

  (i) have received, read and reviewed the Code of Ethics as amended;;

 

  (ii) understand the policies and procedures in the Code of Ethics;

 

  (iii) recognise that I am subject to such policies and procedures;

 

  (iv) understand the penalties for non-compliance;

 

  (v) have complied with the Code of Ethics and any applicable reporting requirements during this past year;

 

  (vi) have fully disclosed any exceptions to my compliance with the Code of Ethics below;

 

  (vii) will fully comply with the Code of Ethics; and

 

  (viii) have fully and accurately completed this Certificate.

EXCEPTION(S):             

 

 

 

 

 

 

 

Signature:        
Name:         (Please print)
Date Submitted:        
Date Due:        

 

Version 2 May’11

 

25


LOGO

 

INITIAL CERTIFICATION PURSUANT TO RULE 17j-1

The undersigned,                     , in his/her capacity as,             of Kleinwort Benson Investors International Limited (KBII the sub-adviser to the [ insert name of Fund which to which cert is being provided] (the “Fund”) hereby certifies the following:

 

1. KBII has adopted a Code of Ethics (the “Code”) covering the sub-adviser, pursuant to, and in compliance with, Rule 17j-1 under the Investment Company Act of 1940;

 

2. KBII has adopted procedures reasonably necessary to prevent its access persons from violating the Code;

 

3. KBII’s Code of Ethics contains provisions reasonably necessary to prevent access persons from violating Rule 17j-1(b); and

 

4. In accordance with Rule 17j-1, KBII has submitted its Code of Ethics to the Fund’s Board of Directors for approval.

Witness my hand this         day of             , 20

Signature:                                                  

Printed Name:                                           

Title:                                                           

 

Version 2 May’11

 

26