As filed with the Securities and Exchange Commission on March 13, 2015
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. 82 | x |
and/or
REGISTRATION STATEMENT
Under the INVESTMENT COMPANY ACT OF 1940 |
¨ | |||
Amendment No. 83 | x |
(Check appropriate box or boxes)
Virtus Opportunities Trust
(Exact Name of Registrant as Specified in Charter)
Area Code and Telephone Number: (800) 243-1574
101 Munson Street
Greenfield, Massachusetts 01301
(Address of Principal Executive Offices)
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) |
¨ | on 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) |
x | 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. |
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TICKER SYMBOL BY CLASS
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FUND
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A
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C
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I
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Virtus Essential Resources Fund
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VERAX
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VERCX
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VERIX
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TRUST NAME
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March xx, 2015
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VIRTUS OPPORTUNITIES TRUST
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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.
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Not FDIC Insured
No Bank Guarantee
May Lose Value
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FUND SUMMARY
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MORE INFORMATION ABOUT FUND EXPENSES
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MORE INFORMATION ABOUT INVESTMENT OBJECTIVES AND PRINCIPAL
INVESTMENT STRATEGIES
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MORE INFORMATION ABOUT RISKS RELATED TO PRINCIPAL
INVESTMENT STRATEGIES
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MANAGEMENT OF THE FUND
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ADDITIONAL INVESTMENT TECHNIQUES
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PRICING OF FUND SHARES
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SALES CHARGES
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YOUR ACCOUNT
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HOW TO BUY SHARES
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HOW TO SELL SHARES
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THINGS YOU SHOULD KNOW WHEN SELLING SHARES
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ACCOUNT POLICIES
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INVESTOR SERVICES AND OTHER INFORMATION
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TAX STATUS OF DISTRIBUTIONS
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FINANCIAL HIGHLIGHTS
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Shareholder Fees
(fees paid directly from your investment)
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Class A
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Class C
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Class I
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Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)
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5.75%
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None
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None
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Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)
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None
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1.00%
(a)
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None
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Annual Fund Operating Expenses
(expenses that you pay each year as a percentage of the value
of your investment)
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Class A
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Class C
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Class I
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Management Fees
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1.10%
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1.10%
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1.10%
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Distribution and Shareholder Servicing (12b-1) fees
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0.25%
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1.00%
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None
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Other Expenses
(b)
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1.00%
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1.00%
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1.00%
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Total Annual Fund Operating Expenses
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2.35%
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3.10%
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2.10%
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Less: Expense Reimbursement
(c)
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(0.70%)
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(0.70%)
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(0.70%)
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Total Annual Fund Operating Expenses After Expense Reimbursement
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1.65%
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2.40%
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1.40%
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Share Status
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1 Year
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3 Years
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Class A
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Sold or Held
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$733
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$1,203
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Class C
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Sold
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$343
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$891
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Held
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$243
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$891
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Class I
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Sold or Held
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$143
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$590
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Class A Shares
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Class C Shares
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Class I Shares
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Through Date
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Virtus Essential Resources Fund
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1.65%
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2.40%
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1.40%
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January 31, 2017
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Virtus Essential Resources Fund
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1.10
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%
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Fund
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Class A
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Class C
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Class I
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Virtus Essential Resources Fund
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0.25
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%
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1.00
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%
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None
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Sales Charge as a percentage of
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Amount of Transaction at Offering Price
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Offering Price
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Amount Invested
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Under $50,000
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5.75
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%
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6.10
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%
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$50,000 but under $100,000
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4.75
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4.99
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$100,000 but under $250,000
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3.75
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3.90
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$250,000 but under $500,000
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2.75
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2.83
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$500,000 but under $1,000,000
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2.00
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2.04
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$1,000,000 or more
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None
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None
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Year
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1
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2+
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CDSC
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1
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0
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Amount of Transaction at Offering Price
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Sales Charge as a
Percentage of Offering
Price
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Sales Charge as a
Percentage of Amount
Invested
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Dealer Discount as a
Percentage of Offering
Price
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Under $50,000
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5.75
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6.10
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5.00
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%
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$50,000 but under $100,000
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4.75
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4.99
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4.25
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$100,000 but under $250,000
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3.75
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3.90
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3.25
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$250,000 but under $500,000
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2.75
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2.83
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2.25
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$500,000 but under $1,000,000
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2.00
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2.04
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1.75
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$1,000,000 or more
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None
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None
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None
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To Open An Account
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---|---|---|---|---|---|
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Through a financial advisor
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Contact your advisor. Some advisors may charge a fee and may set different minimum
investments or limitations on buying shares.
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Through the mail
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Complete a New Account Application and send it with a check payable to the fund. Mail them
to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.
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Through express delivery
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Complete a New Account Application and send it with a check payable to the fund. Send them
to: Virtus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722.
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By Federal Funds wire
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Call us at 800-243-1574 (press 1, then 0).
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By Systematic Purchase
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Complete the appropriate section on the application and send it with your initial investment
payable to the fund. Mail them to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI
02940-8074.
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By telephone exchange
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Call us at 800-243-1574 (press 1, then 0).
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To Sell Shares
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Through a financial advisor
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Contact your advisor. Some advisors may charge a fee and may set different minimums on redemptions of accounts.
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Through the mail
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Send a letter of instruction to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074. Be sure to include the registered owner
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s name, fund and account number and number of
shares or dollar value you wish to sell.
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Through express delivery
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Send a letter of instruction to: Virtus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722. Be sure to include the registered owner
’
s name, fund and account number and
number of shares or dollar value you wish to sell.
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By telephone
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For sales up to $50,000, requests can be made by calling 800-243-1574.
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By telephone exchange
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Call us at 800-243-1574 (press 1, then 0).
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By check (fixed income funds only)
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If you selected the checkwriting feature, you may write checks for amounts of $250 or more. Checks may not be used to close accounts.
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Fund
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Dividend Paid
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Virtus Essential Resources Fund
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Semiannually
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Investment Company Act File No. 811-7455
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3-15
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80xx
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TICKER SYMBOL BY CLASS
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FUND
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A
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B
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C
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I
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R6
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T
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Virtus Allocator Premium AlphaSector
®
Fund
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VAAAX
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VAACX
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VAISX
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Virtus AlphaSector
®
Rotation Fund
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PWBAX
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PWBCX
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VARIX
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Virtus Alternatives Diversifier Fund
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PDPAX
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PDPCX
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VADIX
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Virtus Bond Fund
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SAVAX
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SAVBX
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SAVCX
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SAVYX
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Virtus CA Tax-Exempt Bond Fund
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CTESX
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CTXEX
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Virtus Disciplined Equity Style Fund
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VDEAX
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VDECX
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VDEIX
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Virtus Disciplined Select Bond Fund
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VDBAX
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VDBCX
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VDBIX
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Virtus Disciplined Select Country Fund
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VDCAX
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VDCCX
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VDCIX
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Virtus Dynamic AlphaSector
®
Fund
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EMNAX
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EMNBX
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EMNCX
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VIMNX
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VDARX
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Virtus Emerging Markets Debt Fund
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VEDAX
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VEDCX
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VIEDX
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Virtus Emerging Markets Equity Income Fund
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VEIAX
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VEICX
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VEIIX
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Virtus Emerging Markets Small-Cap Fund
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VAESX
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VCESX
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VIESX
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Virtus Essential Resources Fund
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VERAX
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VERCX
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VERIX
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Virtus Foreign Opportunities Fund
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JVIAX
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JVICX
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JVXIX
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VFOPX
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Virtus Global Commodities Stock Fund
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VGCAX
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VGCCX
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VGCIX
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Virtus Global Dividend Fund
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PGUAX
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PGUCX
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PGIUX
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Virtus Global Opportunities Fund
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NWWOX
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WWOBX
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WWOCX
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WWOIX
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Virtus Global Premium AlphaSector
®
Fund
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VGPAX
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VGPCX
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VGPIX
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Virtus Global Real Estate Securities Fund
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VGSAX
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VGSCX
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VGISX
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Virtus Greater European Opportunities Fund
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VGEAX
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VGECX
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VGEIX
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Virtus Herzfeld Fund
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VHFAX
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VHFCX
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VHFIX
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Virtus High Yield Fund
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PHCHX
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PHCCX
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PGHCX
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PHCIX
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Virtus International Equity Fund
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VIEAX
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VIECX
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VIIEX
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Virtus International Real Estate Securities Fund
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PXRAX
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PXRCX
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PXRIX
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Virtus International Small-Cap Fund
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VISAX
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VCISX
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VIISX
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VRISX
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Virtus International Wealth Masters Fund
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VIWAX
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VIWCX
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VWIIX
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Virtus Low Volatility Equity Fund
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VLVAX
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VLVCX
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VLVIX
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Virtus Multi-Sector Intermediate Bond Fund
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NAMFX
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NBMFX
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NCMFX
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VMFIX
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VMFRX
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Virtus Multi-Sector Short Term Bond Fund
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NARAX
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PBARX
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PSTCX
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PIMSX
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PMSTX
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Virtus Premium AlphaSector
®
Fund
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VAPAX
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VAPCX
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VAPIX
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VRPAX
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Virtus Real Estate Securities Fund
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PHRAX
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PHRBX
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PHRCX
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PHRIX
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VRREX
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Virtus Senior Floating Rate Fund
|
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PSFRX
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PFSRX
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PSFIX
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Virtus Wealth Masters Fund
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VWMAX
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VWMCX
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VWMIX
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Page
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Glossary
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General Information and History
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More Information About Fund Investment Strategies & Related Risks
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Investment Limitations
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Management of the Trust
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Control Persons and Principal Holders of Securities
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Investment Advisory and Other Services
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Distribution Plans
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Portfolio Managers
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Brokerage Allocation and Other Practices
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Purchase, Redemption and Pricing of Shares
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Investor Account Services and Policies
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Dividends, Distributions and Taxes
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Performance Information
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Financial Statements
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Appendix A
—
Description of Ratings
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Appendix B
—
Control Persons and Principal Holders of Securities
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130
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1933 Act
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The Securities Act of 1933, as amended
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1940 Act
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The Investment Company Act of 1940, as amended
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ACH
|
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Automated Clearing House, a nationwide electronic money transfer system that provides for the inter-bank clearing of credit and debit transactions and for the exchange of information among participating financial institutions
|
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Administrator
|
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The Trust
’
s administrative agent, Virtus Fund Services, LLC
|
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ADRs
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American Depositary Receipts
|
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ADSs
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American Depositary Shares
|
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Adviser
|
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The investment adviser to the Funds, Virtus Investment Advisers, Inc.
|
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Allocator Premium AlphaSector
®
Fund
|
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|
Virtus Allocator Premium AlphaSector
®
Fund
|
|
|
AlphaSector
®
Funds
|
|
|
Collectively, Allocator Premium AlphaSector
®
Fund, AlphaSector
®
Rotation
Fund, Dynamic AlphaSector
®
Fund, Global Premium AlphaSector
®
Fund, and
Premium AlphaSector
®
Fund
|
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AlphaSector
®
Rotation Fund
|
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Virtus AlphaSector
®
Rotation Fund
|
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Alternatives Diversifier Fund
|
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|
Virtus Alternatives Diversifier Fund
|
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BMO AM
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BMO Asset Management Corp. subadviser to the Global Commodities Fund
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BNY Mellon
|
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BNY Mellon Investment Servicing (US) Inc., the sub-administrative and accounting agent for the Funds
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Board
|
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The Board of Trustees of Virtus Opportunities Trust (also referred to herein as the "Trustees")
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Bond Fund
|
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Virtus Bond Fund
|
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CA Tax-Exempt Bond Fund
|
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Virtus CA Tax-Exempt Bond Fund
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CCO
|
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Chief Compliance Officer
|
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CDRs
|
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Continental Depositary Receipts (another name for EDRs)
|
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CDSC
|
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Contingent Deferred Sales Charge
|
|
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CEA
|
|
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Commodity Exchange Act, which is the U.S. law governing trading in commodity futures
|
|
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CFTC
|
|
|
Commodity Futures Trading Commission, which is the U.S. regulator governing trading in commodity futures
|
|
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Code
|
|
|
The Internal Revenue Code of 1986, as amended, which is the law governing U.S. federal taxes
|
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Coxe
|
|
|
Coxe Advisors LLP sub-subadviser to the Global Commodities Fund
|
|
|
Custodian
|
|
|
The custodian of the Funds
’
assets, JPMorgan Chase Bank, N.A.
|
|
|
Disciplined Equity Fund
|
|
|
Virtus Disciplined Equity Style Fund
|
|
|
Disciplined Funds
|
|
|
Collectively, Disciplined Select Bond Fund, Disciplined Select Country Fund and Disciplined Equity Style Fund
|
|
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Disciplined Bond Fund
|
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|
Virtus Disciplined Select Bond Fund
|
|
|
Disciplined Country Fund
|
|
|
Virtus Disciplined Select Country Fund
|
|
|
Distributor
|
|
|
The principal underwriter of shares of the Funds, VP Distributors, LLC
|
|
|
Duff & Phelps
|
|
|
Duff & Phelps Investment Management Co. subadviser to the Global Dividend Fund, Global Real Estate Fund, International Real Estate Fund and Real Estate Fund
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
Virtus Dynamic AlphaSector
®
Fund
|
|
|
EDRs
|
|
|
European Depositary Receipts (another name for CDRs)
|
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|
EM Debt Fund
|
|
|
Virtus Emerging Markets Debt Fund
|
|
|
EM Equity Income Fund
|
|
|
Virtus Emerging Markets Equity Income Fund
|
|
|
EM Small-Cap Fund
|
|
|
Virtus Emerging Markets Small-Cap Fund
|
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Essential Resources Fund
|
|
|
Virtus Essential Resources Fund
|
|
|
ETFs
|
|
|
Exchange-traded Funds
|
|
|
Euclid
|
|
|
Euclid Advisors, LLC subadviser to the Allocator Premium AlphaSector
®
Fund, AlphaSector
®
Rotation Fund, Alternatives Diversifier Fund, Dynamic
AlphaSector
®
Fund, Global Premium AlphaSector
®
Fund and Premium
AlphaSector
®
Fund
|
|
|
FHFA
|
|
|
Federal Housing Finance Agency, an independent Federal agency that regulates FNMA, FHLMC and the twelve Federal Home Loan Banks
|
|
|
FHLMC
|
|
|
Federal Home Loan Mortgage Corporation, also known as
“
Freddie Mac
”
,
which is a government-sponsored corporation formerly owned by the twelve Federal Home Loan Banks and now owned entirely by private stockholders
|
|
|
FINRA
|
|
|
Financial Industry Regulatory Authority, a self-regulatory organization with authority over registered broker-dealers operating in the United States, including VP Distributors
|
|
|
Fitch
|
|
|
Fitch Ratings, Inc.
|
|
|
FNMA
|
|
|
Federal National Mortgage Association, also known as
“
Fannie Mae
”
, which
is a government-sponsored corporation owned entirely by private stockholders and subject to general regulation by the Secretary of Housing and Urban Development
|
|
|
Foreign Opportunities Fund
|
|
|
Virtus Foreign Opportunities Fund
|
|
|
F-Squared Alternative
|
|
|
F-Squared Alternative Advisors, LLC subadviser to the Dynamic AlphaSector
®
Fund
|
|
|
F-Squared Institutional
|
|
|
F-Squared Institutional Advisors, LLC subadviser to the Allocator Premium AlphaSector
®
Fund, AlphaSector
®
Rotation Fund, Global Premium
AlphaSector
®
Fund and Premium AlphaSector
®
Fund
|
|
|
Fund Complex
|
|
|
The group of Funds sponsored by Virtus and managed by VIA, including the Funds, Virtus Valuable Insurance Trust and certain other closed-end funds.
|
|
|
Funds
|
|
|
The series of the Trust discussed in this SAI
|
|
|
Funds of Funds
|
|
|
Collectively, AlphaSector
®
Funds, Alternatives Diversifier Fund, Disciplined
Funds, Low Volatility Fund and Herzfeld Fund
|
|
|
GDRs
|
|
|
Global Depositary Receipts
|
|
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GICs
|
|
|
Guaranteed Investment Contracts
|
|
|
Global Commodities Fund
|
|
|
Virtus Global Commodities Stock Fund
|
|
|
Global Dividend Fund
|
|
|
Virtus Global Dividend Fund
|
|
|
Global Opportunities Fund
|
|
|
Virtus Global Opportunities Fund
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
Virtus Global Premium AlphaSector
®
Fund
|
|
|
Global Real Estate Fund
|
|
|
Virtus Global Real Estate Securities Fund
|
|
|
GNMA
|
|
|
Government National Mortgage Association, also known as
“
Ginnie Mae
”
, is
a wholly-owned United States Government corporation within the Department of Housing and Urban Development
|
|
|
Greater European Fund
|
|
|
Virtus Greater European Opportunities Fund
|
|
|
Herzfeld
|
|
|
Thomas J. Herzfeld Advisors, Inc. subadviser to the Herzfeld Fund
|
|
|
Herzfeld Fund
|
|
|
Virtus Herzfeld Fund
|
|
|
High Yield Fund
|
|
|
Virtus High Yield Fund
|
|
|
Horizon
|
|
|
Horizon Asset Management LLC subadviser to the International Wealth Masters Fund and the Wealth Masters Fund
|
|
|
IMF
|
|
|
International Monetary Fund, an international organization seeking to promote international economic cooperation, international trade, employment and exchange rate stability, among other things
|
|
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Independent Trustees
|
|
|
Trustees who are not "interested persons" of the Trust, as that term is defined in the 1940 Act
|
|
|
International Equity Fund
|
|
|
Virtus International Equity Fund
|
|
|
|
|
|
|
International Real Estate Fund
|
|
|
Virtus International Real Estate Securities Fund
|
|
|
International Small-Cap Fund
|
|
|
Virtus International Small-Cap Fund
|
|
|
IRA
|
|
|
Individual Retirement Account
|
|
|
IRS
|
|
|
The United States Internal Revenue Service, which is the arm of the U.S. government that administers and enforces the Code
|
|
|
JPMorgan
|
|
|
JPMorgan Chase Bank, N.A.
|
|
|
Kayne Anderson Rudnick
|
|
|
Kayne Anderson Rudnick Investment Management, LLC, subadviser to the EM Small-Cap Fund and International Small-Cap Fund
|
|
|
KBII
|
|
|
Kleinwort Benson Investors International, Ltd. subadviser to the EM Equity Income Fund and Essential Resources Fund
|
|
|
LIBOR
|
|
|
London Interbank Offering Rate, an interest rate at which banks can borrow funds, in marketable size, from other banks in the London interbank market
|
|
|
Low Volatility Fund
|
|
|
Virtus Low Volatility Equity Fund
|
|
|
Moody
’
s
|
|
|
Moody
’
s Investors Service, Inc.
|
|
|
Multi-Sector Intermediate Bond Fund
|
|
|
Virtus Multi-Sector Intermediate Bond Fund
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
Virtus Multi-Sector Short Term Bond Fund
|
|
|
NAV
|
|
|
Net Asset Value, which is the per-share price of a Fund
|
|
|
Newfleet
|
|
|
Newfleet Asset Management, LLC subadviser to the Bond Fund, CA Tax-Exempt Bond Fund, EM Debt Fund, High Yield Fund, Senior Floating Rate Fund, Multi-Sector Intermediate Bond Fund, and Multi-Sector Short Term Bond Fund
|
|
|
Newfound
|
|
|
Newfound Investments subadviser to the Disciplined Equity Style Fund, Disciplined Select Bond Fund and Disciplined Select Country Fund
|
|
|
NYSE
|
|
|
New York Stock Exchange
|
|
|
OCC
|
|
|
Options Clearing Corporation, the world
’
s largest equity derivatives clearing
corporation
|
|
|
OECD
|
|
|
Organization for Economic Cooperation and Development, an international organization seeking to promote economic progress and world trade
|
|
|
PERLS
|
|
|
Principal Exchange Rate Linked Securities
|
|
|
PNX
|
|
|
Phoenix Life Insurance Company, which is the former parent company of Virtus Investment Partners, Inc., and certain of its corporate affiliates
|
|
|
Premium AlphaSector
®
Fund
|
|
|
Virtus Premium AlphaSector
®
Fund
|
|
|
Prospectuses
|
|
|
The prospectuses for the Funds, as amended from time to time
|
|
|
PwC
|
|
|
PricewaterhouseCoopers, LLP, the independent registered public accounting firm for the Trust
|
|
|
Rampart
|
|
|
Rampart Investment Management Company, LLC subadviser to the Low Volatility Fund
|
|
|
Real Estate Fund
|
|
|
Virtus Real Estate Securities Fund
|
|
|
Regulations
|
|
|
The Treasury Regulations promulgated under the Internal Revenue Code of 1986, as amended
|
|
|
RIC
|
|
|
Regulated Investment Company, a designation under the Code indicating a U.S.-registered investment company meeting the specifications under the Code allowing the investment company to be exempt from paying U.S. federal income taxes
|
|
|
S&P 500
®
Index
|
|
|
The Standard & Poor
’
s 500
®
Index, which is a free-float market
capitalization-weighted index of 500 of the largest U.S. companies, calculated on a total return basis with dividends reinvested
|
|
|
SAI
|
|
|
This Statement of Additional Information
|
|
|
SEC
|
|
|
U.S. Securities and Exchange Commission
|
|
|
Senior Floating Rate Fund
|
|
|
Virtus Senior Floating Rate Fund
|
|
|
|
|
|
|
SIFMA
|
|
|
Securities Industry and Financial Markets Association (formerly, the Bond Market Association), a financial industry trade group consisting of broker-dealers and asset managers across the United States
|
|
|
SMBS
|
|
|
Stripped Mortgage-backed Securities
|
|
|
Transfer Agent
|
|
|
The Trust
’
s transfer agent, Virtus Fund Services, LLC
|
|
|
VIA
|
|
|
Virtus Investment Advisers, Inc., the Adviser to the Funds
|
|
|
Virtus
|
|
|
Virtus Investment Partners, Inc., which is the parent company of the Adviser, the Distributor, the Administrator/Transfer Agent, Duff & Phelps, Euclid, Kayne Anderson Rudnick, Newfleet, Newfound and Rampart
|
|
|
Virtus Mutual Funds
|
|
|
The family of funds consisting of the Funds, the series of Virtus Alternative Solutions Trust, the series of Virtus Insight Trust and the series of Virtus Equity Trust
|
|
|
Vontobel
|
|
|
Vontobel Asset Management, Inc., subadviser to the Foreign Opportunities Fund, Global Opportunities Fund and Greater European Fund
|
|
|
VP Distributors
|
|
|
VP Distributors, LLC , the Trust's Distributor
|
|
|
VVIT
|
|
|
Virtus Variable Insurance Trust, a separate trust consisting of several series advised by VIA and distributed by VP Distributors
|
|
|
Wealth Masters Fund
|
|
|
Virtus Wealth Masters Fund
|
|
|
|
|
|
|
Fund Type
|
|
|
Fund
|
|
|
Investment Objective
|
|
---|---|---|---|---|---|---|---|---|
|
Alternatives
|
|
|
Alternatives Diversifier Fund
|
|
|
The fund has an investment objective of long-term capital appreciation.
|
|
|
|
|
Dynamic AlphaSector
®
Fund
*
|
|
|
The fund has an investment objective of long-term capital appreciation.
|
|
|
|
|
|
Global Commodities Fund
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
|
Global Dividend Fund
*
|
|
|
The fund has investment objectives of both capital appreciation and current income.
|
|
|
|
|
|
Global Real Estate Fund
|
|
|
The fund has a primary investment objective of long-term capital appreciation, with a secondary investment objective of income.
|
|
|
|
|
|
Herzfeld Fund
|
|
|
The fund has investment objectives of capital appreciation and current income.
|
|
|
|
|
|
International Real Estate Fund
*
|
|
|
The fund has a primary investment objective of long-term capital appreciation, with a secondary investment objective of income.
|
|
|
|
|
|
Real Estate Fund
*
|
|
|
The fund has investment objectives of capital appreciation and income with approximately equal emphasis.
|
|
|
|
Asset Allocation
|
|
|
Allocator Premium AlphaSector
®
Fund
|
|
|
The fund has an investment objective of capital appreciation. In pursuing this objective, the fund maintains an emphasis on preservation of capital.
|
|
|
Equity
|
|
|
AlphaSector
®
Rotation Fund
*
|
|
|
The fund has an investment objective of long-term capital appreciation.
|
|
|
|
|
Disciplined Equity Fund
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
|
Essential Resources Fund
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
|
Low Volatility Fund
|
|
|
The fund has an investment objective of capital appreciation with lower volatility than the U.S. equity markets over a full market cycle.
|
|
|
|
|
|
Premium AlphaSector
®
Fund
|
|
|
The fund has an investment objective of long-term capital appreciation.
|
|
|
|
|
|
Wealth Masters Fund
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
|
|
|
|
|
Fund Type
|
|
|
Fund
|
|
|
Investment Objective
|
|
---|---|---|---|---|---|---|---|---|
|
Fixed Income
|
|
|
Bond Fund
*
|
|
|
The fund has an investment objective of high total return from both current income and capital appreciation.
|
|
|
|
|
CA Tax-Exempt Bond Fund
*
|
|
|
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.
|
|
|
|
|
|
Disciplined Bond Fund
|
|
|
The fund has an investment objective of high total return from current income and capital appreciation.
|
|
|
|
|
|
EM Debt Fund
|
|
|
The fund has an investment objective of total return from current income and capital appreciation.
|
|
|
|
|
|
High Yield Fund
*
|
|
|
The fund has a primary investment objective of high current income and a secondary objective of capital growth.
|
|
|
|
|
|
Multi-Sector Intermediate Bond Fund
*
|
|
|
The fund has an investment objective of maximizing current income while preserving capital.
|
|
|
|
|
|
Multi-Sector Short Term Bond Fund
*
|
|
|
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.
|
|
|
|
|
|
Senior Floating Rate Fund
*
|
|
|
The fund has an investment objective of high total return from both current income and capital appreciation.
|
|
|
|
International/Global
|
|
|
Disciplined Country Fund
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
EM Equity Income Fund
|
|
|
The fund has investment objectives of seeking capital appreciation and income.
|
|
|
|
|
|
EM Small-Cap Fund
*
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
|
Foreign Opportunities Fund
*
|
|
|
The fund has an investment objective of long-term capital appreciation.
|
|
|
|
|
|
Global Opportunities Fund
*
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
The fund has an investment objective of capital appreciation. In pursuing this objective, the fund maintains an emphasis on preservation of capital.
|
|
|
|
|
|
Greater European Fund
|
|
|
The fund has an investment objective of long-term capital appreciation.
|
|
|
|
|
|
International Equity Fund
|
|
|
The fund has an investment objective of long-term capital appreciation.
|
|
|
|
|
|
International Small-Cap Fund
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
|
International Wealth Masters Fund
|
|
|
The fund has an investment objective of capital appreciation.
|
|
|
|
|
|
|
|
|
|
Bond Fund
|
|
|
Greater European Fund
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
High Yield Fund
|
|
|
Disciplined Equity Fund
|
|
|
International Equity Fund
|
|
|
Disciplined Bond Fund
|
|
|
International Real Estate Fund
|
|
|
EM Debt Fund
|
|
|
International Small-Cap Fund
|
|
|
EM Equity Income Fund
|
|
|
Low Volatility Fund
|
|
|
EM Small-Cap Fund
|
|
|
Multi-Sector Intermediate Bond Fund
|
|
|
Foreign Opportunities Fund
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
Global Commodities Fund
|
|
|
Real Estate Fund
|
|
|
Global Dividend Fund
|
|
|
Senior Floating Rate Fund
|
|
|
Global Real Estate Fund
|
|
|
|
|
|
|
|
|
|
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 Commodities Fund)
|
|
|
BMO Asset Management Corp.
|
|
|
Daily 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 and International
Equity Fund)
|
|
|
Euclid Advisors LLC
|
|
|
Daily with no delay
|
|
|
Subadviser (Herzfeld Fund)
|
|
|
Thomas J. Herzfeld Advisors, Inc.
|
|
|
Daily with no delay
|
|
|
Subadviser (International Wealth Masters Fund and Wealth Masters Fund)
|
|
|
Horizon Asset Management LLC
|
|
|
Daily with no delay
|
|
|
Subadviser (EM Small-Cap Fund and International Small-Cap Fund)
|
|
|
Kayne Anderson Rudnick Investment Management, LLC
|
|
|
Daily with no delay
|
|
|
Subadviser (EM Equity Income Fund and Essential Resources 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 Intermediate Bond 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 (Low Volatility Fund)
|
|
|
Rampart Investment Management Company, LLC
|
|
|
Daily with no delay
|
|
|
Subadviser (Foreign Opportunities Fund, Global Opportunities Fund and Greater European Fund)
|
|
|
Vontobel Asset Management, Inc.
|
|
|
Daily with no delay
|
|
|
Subadviser Trading Support (Foreign Opportunities Fund, Global Opportunities Fund, and Greater European Fund)
|
|
|
Northern Trust Corporation
|
|
|
Daily with no delay
|
|
|
Distributor
|
|
|
VP Distributors, LLC
|
|
|
Daily with no delay
|
|
|
Custodian
|
|
|
JPMorgan Chase Bank, N.A.
|
|
|
Daily with no delay
|
|
|
Class Action Service Provider
|
|
|
Glass Lewis
|
|
|
Daily with no delay
|
|
|
|
|
|
|
|
|
Type of Service Provider
|
|
|
Name of Service Provider
|
|
|
Timing of Release of Portfolio Holdings Information
|
|
---|---|---|---|---|---|---|---|---|
|
Sub-Financial Agent
|
|
|
BNY Mellon Investment Servicing (US) Inc.
|
|
|
Daily with no delay
|
|
|
Consultant (Foreign Opportunities Fund)
|
|
|
Rogercasey
|
|
|
Monthly with four day delay
|
|
|
Reconciliation Firm for Subadviser (Kayne Anderson Rudnick) (EM Small-Cap Fund and International Small-Cap Fund)
|
|
|
Fiserve, Inc.
|
|
|
Daily with no delay
|
|
|
Middle Office for Subadviser (Rampart) (Low Volatility Fund)
|
|
|
SS&C, Inc.
|
|
|
Daily with no 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
|
|
|
Annually,
within 15 business days of
end of
fiscal year.
|
|
|
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.
|
|
|
Proxy Voting Service
|
|
|
Institutional Shareholder Services
|
|
|
Daily, weekly, monthly, quarterly depending on subadviser
|
|
|
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.
*
|
|
|
|
|
|
|
|
|
Portfolio Redistribution Firms
|
|
|
Bloomberg, Standard & Poor
’
s and
Thompson Reuters
|
|
|
Various frequencies depending on the fund, which includes, but is not limited to: Monthly with 30-day delay or fiscal quarter with a 15-,30-, or 60-day delay.
|
|
|
Rating Agencies
|
|
|
Lipper Inc. and Morningstar
|
|
|
Various frequencies depending on the fund, which includes, but is not limited to: Monthly with 30-day delay or fiscal quarter with a 15-,30-, or 60-day delay.
|
|
|
Virtus Public Web site
|
|
|
Virtus Investment Partners, Inc.
|
|
|
Various frequencies depending on the fund, which includes, but is not limited to: Monthly with 30-day delay or fiscal quarter with a 15-,30-, or 60-day delay.
|
|
|
|
|
|
|
|
|
|
|
|
|
Class/Shares
|
|
|
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Trust
|
|
|
Fund
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
I
|
|
|
R6
|
|
|
Virtus Alternative Solutions Trust
|
|
|
Alternative Income Solution Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
||
|
|
|
Alternative Inflation Solution Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
|
|
Alternative Total Solution Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
X
|
|
||
|
|
|
Strategic Income Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
Virtus Equity Trust
|
|
|
Balanced Fund
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
||
|
|
|
Contrarian Value Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
X
|
|
||
|
|
|
Growth & Income Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
|
|
Mid-Cap Core Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
|
|
Mid-Cap Growth Fund
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
||
|
|
|
Quality Large-Cap Value Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
|
|
Quality Small-Cap Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
|
|
Small-Cap Core Fund
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
Small-Cap Sustainable Growth Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
|
|
Strategic Growth Fund
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
||
|
|
|
Tactical Allocation Fund
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
|||
|
Virtus Insight Trust
|
|
|
Emerging Markets Opportunities Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
X
|
|
|
|
|
|
Low Duration Income Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
|
|
Tax-Exempt Bond Fund
|
|
|
X
|
|
|
|
|
X
|
|
|
X
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
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
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 Investing
|
|
|
Each Fund may invest in debt, or fixed income, securities. Debt, or
fixed income, securities (which include corporate bonds, commercial
paper, debentures, notes, government securities, municipal
obligations, state- or state agency-issued obligations, obligations of
|
|
|
|
|
|
|
|
|
|
|
|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
foreign issuers, asset-or mortgage-backed securities, and other obligations) are used by issuers to borrow money and thus are debt obligations of the issuer. Holders of debt securities are creditors of the issuer, normally ranking ahead of holders of both common and preferred stock as to dividends or upon liquidation. The issuer usually pays a fixed, variable, or floating rate of interest and must repay the amount borrowed at the security
’
s maturity. Some debt securities,
such as zero-coupon securities (discussed below), do not pay interest but
may be typically
sold at a deep discount from their face value.
Yields on debt securities depend on a variety of factors, including the general conditions of the money, bond, and note markets, the size of a particular offering, the maturity date of the obligation, and the rating of the issue. Debt securities with longer maturities tend to produce higher yields and are generally subject to greater price fluctuations in response to changes in market conditions than obligations with shorter maturities. An increase in interest rates generally will reduce the market value of portfolio debt securities, while a decline in interest rates generally will increase the value of the same securities. The achievement of a Fund
’
s investment objective depends in part on the
continuing ability of the issuers of the debt securities in which the Fund invests to meet their obligations for the payment of principal and interest when due. Obligations of issuers of debt securities are subject to the provisions of bankruptcy, insolvency, sovereign immunity, and other laws that affect the rights and remedies of creditors. There is also the possibility that, as a result of litigation or other conditions, the ability of an issuer to pay, when due, the principal of and interest on its debt securities may be materially affected.
|
|
|
|
||
|
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 within a particular period of time at a
specific price or formula. It generally entitles the holder to receive
interest paid or accrued until the security matures or is redeemed,
converted, or exchanged. Convertible securities
may
have several
unique investment characteristics such as (1) higher yields than
common stocks, but lower yields than comparable nonconvertible
securities, (2) a lesser degree of fluctuation in value then the
underlying stock since they have fixed income characteristics and (3)
the potential for capital appreciation if the market price of the
underlying common stock increases.
Before similar conversion, convertible securities have characteristics
to nonconvertible debt securities. Convertible securities
often
rank
senior to common stock in a corporation
’
s capital structure and,
therefore,
are viewed as entailing
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. However,
because convertible securities are
often
viewed by the issuer as
future common stock, they are
often
subordinated to other senior
securities and therefore are rated one category lower than the issuer
’
s
non-convertible debt obligations or preferred stock.
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
|
|
|
|
|
|
|
|
|
|
|
|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
return potential, and would normally not exercise an option to convert. The Fund might be more willing to convert such securities to common stock.
A Fund
’
s subadviser will select only those convertible securities 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.
”
(For information about debt securities
rated less than investment grade, see
“
High Yield-High Risk (Junk
Bonds) Securities
”
under
“
Debt Investing
”
in this section of the SAI; for
additional information about ratings on debt obligations, see Appendix A to this SAI.)
|
|
|
|
||
|
Corporate Debt Securities
|
|
|
Each Fund may invest in debt securities issued by corporations, limited partnerships and other similar entities. A 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 Fund
’
s subadviser
’
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.
|
|
|
|
|
|
Dollar-denominated Foreign Debt Securities (
“
Yankee
Bonds
”
)
|
|
|
Each Fund may invest in
“
Yankee bonds
”
, which are dollar-
denominated instruments issued in the U.S. market 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. However,
investing in these instruments may present a greater degree of risk than investing in domestic securities, due to less publicly available information, less securities regulation, war or expropriation. Special considerations may include higher brokerage costs and thinner trading markets. Investments in foreign countries could be affected by other factors including extended settlement periods. (See
“
Foreign
Investing
”
in this section of the SAI for additional information about
investing in foreign countries.)
|
|
|
|
|
|
Duration
|
|
|
Duration is a time measure of a bond
’
s interest-rate sensitivity, based
on the weighted average of the time periods over which a bond
’
s cash
flows accrue to the bondholder. Time periods are weighted by multiplying by the present value of its cash flow divided by the bond
’
s
price. (A bond
’
s cash flows consist of coupon payments and
repayment of capital.) A bond
’
s duration will almost always be shorter
than its maturity, with the exception of zero-coupon bonds, for which maturity and duration are equal.
|
|
|
|
|
|
Exchange-Traded Notes (ETNs)
|
|
|
Generally,
ETNs are senior, unsecured, unsubordinated debt
securities whose returns are linked to the performance of a particular
market benchmark or strategy minus applicable fees. ETNs are traded
on an exchange during normal trading hours. However, investors can
also hold the ETN until maturity. At maturity, the issuer pays to the
|
|
|
|
|
|
|
|
|
|
|
|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
investor a cash amount equal to the principal amount, subject to the
day
’
s market benchmark or strategy factor.
ETNs do not make periodic coupon payments or provide principal
protection. ETNs are subject to credit risk, and the value of the ETN
may drop due to a downgrade in the issuer
’
s credit rating, despite the
underlying market benchmark or strategy remaining unchanged. The
value of an ETN may also be influenced by time to maturity, level of
supply and demand for the ETN, volatility and lack of liquidity in
underlying assets, changes in the applicable interest rates, changes
in the issuer
’
s credit rating, and economic, legal, political, or
geographic events that affect the referenced underlying asset. When a
Fund invests in ETNs it will bear its proportionate share of any fees
and expenses borne by the ETN. The Fund
’
s decision to sell its ETN
holdings may be limited by the availability of a secondary market. In
addition, although an ETN may be listed on an exchange, the issuer
may not be required to maintain the listing, and there can be no
assurance that a secondary market will exist for an ETN.
ETNs are also subject to tax risk. No assurance can be given that the
IRS will accept, or a court will uphold, how a Fund characterizes and
treats ETNs for tax purposes. Further, the IRS and Congress are
considering proposals that would change the timing and character of
income and gains from ETNs.
An ETN that is tied to a specific market benchmark or strategy may
not be able to replicate and maintain exactly the composition and
relative weighting of securities, commodities or other components in
the applicable market benchmark or strategy. Some ETNs that use
leverage can, at times, be relatively illiquid and, thus, they may be
difficult to purchase or sell at a fair price. Leveraged ETNs are subject
to the same risks as other instruments that use leverage in any form.
The market value of ETN shares may differ from that of their market
benchmark or strategy. This difference in price may be due to the fact
that the supply and demand in the market for ETN shares at any point
in time is not always identical to the supply and demand in the market
for the securities, commodities or other components underlying the
market benchmark or strategy that the ETN seeks to track. As a result,
there may be times when an ETN share trades at a premium or
discount to its market benchmark or strategy.
|
|
|
|
||
|
High-Yield, High-Risk Fixed Income Securities ("Junk Bonds")
|
|
|
Investments in securities rated
“
BB
”
or below by S&P or
“
Ba
”
or below
by Moody
’
s 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.
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
|
|
|
|
|
|
|
|
|
|
|
|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
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
generally considered to be
significantly greater than issuers of higher-
rated securities because such securities are
usually
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.
Low-rated securities
often
contain redemption, call or prepayment
provisions which permit the issuer of the securities containing such
provisions to, at its 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.
A 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. If a Fund experiences unexpected net redemptions, 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, 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.
|
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Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
Inverse Floating Rate Obligations
|
|
|
Certain variable rate securities pay interest at a rate that varies
inversely to prevailing short-term interest rates (sometimes referred to
as inverse floaters). For example, upon reset the interest rate payable
on a security may go down when the underlying index has risen.
During periods when short-term interest rates are relatively low as
compared to long-term interest rates, the Fund may attempt to
enhance its yield by purchasing inverse floaters. Certain inverse
floaters may have an interest rate reset mechanism that multiplies the
effects of changes in the underlying index. While this form of leverage
may increase the security
’
s yield, it may also increase the volatility of
the security
’
s market value.
Similar to other 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, a Fund holding these instruments could lose money and
its NAV could decline.
|
|
|
No Fund will invest more than 5% of its assets in inverse floaters.
|
|
|
Letters of Credit
|
|
|
Debt obligations, including municipal obligations, certificates of participation, commercial paper and other short-term obligations, may be backed by an irrevocable letter of credit of a bank that assumes the obligation for payment of principal and interest in the event of default by the issuer. Only banks that, in the opinion of the relevant Fund
’
s
subadviser, are of investment quality comparable to other permitted investments of the Fund may be used for Letter of Credit-backed investments.
|
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|
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 a
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. A Fund will invest only
in participations with respect to borrowers whose creditworthiness is,
or is determined by the Fund
’
s subadviser to be, substantially
equivalent to that of issuers whose senior unsubordinated debt
securities are rated B or higher by Moody
’
s or S&P. For the purposes
of diversification and/or concentration calculations, both the borrower
and issuer will be considered an
“
issuer.
”
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|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
The Funds 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 relevant Fund
’
s subadviser 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 and therefore
subject to the Funds
’
limitations on investments in illiquid securities.
(See
“
Illiquid and Restricted Securities
”
in this section of the SAI.)
|
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||
|
Municipal Securities and Related Investments
|
|
|
Tax-exempt municipal securities 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.
Yields on municipal securities are dependent on a variety of factors,
including the general conditions of the money market and the
municipal bond market, the size of a particular offering, the maturity of
the obligations and the rating of the issue. Municipal securities with
longer maturities tend to produce higher yields and are generally
subject to potentially greater capital appreciation and depreciation
than obligations with shorter maturities and lower yields. The market
prices of municipal securities usually vary, depending upon available
yields. An increase in interest rates will generally reduce the value of
portfolio investments, and a decline in interest rates will generally
increase the value of portfolio investments. The ability of the Fund to
achieve its investment objective is also dependent on the continuing
ability of the issuers of municipal securities in which the Fund invests
to meet their obligations for the payment of interest and principal when
due. The ratings of Moody
’
s and S&P
’
s represent their opinions as to
the quality of municipal securities which they undertake to rate.
Ratings are not absolute standards of quality; consequently,
municipal securities with the same maturity, coupon, and rating may
have different yields. There are variations in municipal securities, both
within a particular classification and between classifications,
depending on numerous factors. It should also be pointed out that,
unlike other types of investments, municipal securities have
traditionally not been subject to regulation by, or registration with, the
SEC, although there have been proposals which would provide for
such regulation in the future.
The federal bankruptcy statutes relating to the debts of political
subdivisions and authorities of states of the United States provide that,
in certain circumstances, such subdivisions or authorities may be
authorized to initiate bankruptcy proceedings without prior notice to or
consent of creditors, which proceedings could result in material and
adverse changes in the rights of holders of their obligations.
Lawsuits challenging the validity under state constitutions of present
systems of financing public education have been initiated or adjusted
in a number of states, and legislation has been introduced to effect
changes in public school financing in some states. In other instances
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|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
there have been lawsuits challenging the issuance of pollution control revenue bonds or the validity of their issuance under state or federal law which could ultimately affect the validity of those municipal securities or the tax-free nature of the interest thereon.
Descriptions of some of the municipal securities and related investment types most commonly acquired by the Funds are provided below. In addition to those shown, other types of municipal investments are, or may become, available for investment by the Funds. For the purpose of each Fund
’
s investment restrictions set
forth in this SAI, the identification of the
“
issuer
”
of a municipal security
which is not a general obligation bond is made by the applicable Fund
’
s subadviser on the basis of the characteristics of the obligation,
the most significant of which is the source of funds for the payment of principal and interest on such security.
|
|
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|
||
|
Municipal Bonds
|
|
|
Municipal bonds, which meet longer-term capital needs and generally have maturities of more than one year when issued, have two principal classifications: general obligation bonds and revenue bonds. Another type of municipal bond is referred to as an industrial development bond.
|
|
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|
|
|
General Obligation
Bonds
|
|
|
Issuers of general obligation bonds include states, counties, cities, towns, and regional districts. The proceeds of these obligations are used to fund a wide range of public projects, including construction or improvement of schools, highways and roads, and water and sewer systems. The basic security behind general obligation bonds is the issuer
’
s pledge of its full faith and credit and taxing power for the
payment of principal and interest. The taxes that can be levied for the payment of debt service may be limited or unlimited as to the rate or amount of special assessments.
|
|
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|
|
|
Industrial
Development Bonds
|
|
|
Industrial development bonds, which are considered municipal bonds if the interest paid is exempt from Federal income tax, are issued by or on behalf of public authorities to raise money to finance various privately operated facilities for business and manufacturing, housing, sports arenas and pollution control. These bonds are also used to finance public facilities such as airports, mass transit systems, ports and parking. The payment of the principal and interest on such bonds is dependent solely on the ability of the facility
’
s user to meet its
financial obligations and the pledge, if any, of real and personal property so financed as security for such payment.
|
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|
|
|
Revenue Bonds
|
|
|
The principal security for a revenue bond is generally the net revenues derived from a particular facility, group of facilities, or, in some cases, the proceeds of a special excise or other specific revenue source. Revenue bonds are issued to finance a wide variety of capital projects including: electric, gas, water and sewer systems; highways, bridges, and tunnels; port and airport facilities; colleges and universities; and hospitals. Although the principal security behind these bonds may vary, many provide additional security in the form of a debt service reserve fund whose money may be used to make principal and interest payments on the issuer
’
s obligations. Housing finance
authorities have a wide range of security; including partially or fully insured mortgages, rent subsidized and/or collateralized mortgages, and/or the net revenues from housing or other public projects. Some authorities provide further security in the form of a state
’
s ability
(without obligation) to make up deficiencies in the debt service reserve fund.
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|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
Municipal Leases
|
|
|
The Tax-Exempt Bond Fund may acquire participations in lease obligations or installment purchase contract obligations (hereinafter collectively called
“
lease obligations
”
) of municipal authorities or
entities. Although lease obligations do not constitute general obligations of the municipality for which the municipality
’
s taxing
power is pledged, a lease obligation may be backed by the municipality
’
s covenant to budget for, appropriate, and make the
payments due under the lease obligation. However, certain lease obligations contain
“
non-appropriation
”
clauses which provide that the
municipality has no obligation to make lease or installment purchase payments in future years unless money is appropriated for such purpose on a yearly basis. In addition to the
“
non-appropriation
”
risk,
these securities represent a relatively new type of financing that has not yet developed the depth of marketability associated with more conventional bonds. In the case of a
“
non-appropriation
”
lease, the
Fund
’
s ability to recover under the lease in the event of non-
appropriation or default will be limited solely to the repossession of the leased property in the event foreclosure might prove difficult. The Fund
’
s subadviser will evaluate the credit quality of a municipal lease
and whether it will be considered liquid. (See
“
Illiquid and Restricted
Investments
”
in this section of the SAI for information regarding the
implications of these investments being considered illiquid.)
|
|
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|
|
|
Municipal Notes
|
|
|
Municipal notes generally are used to provide for short-term working capital needs and generally have maturities of one year or less. Municipal notes include bond anticipation notes, construction loan notes, revenue anticipation notes and tax anticipation notes.
|
|
|
|
|
|
Bond Anticipation
Notes
|
|
|
Bond anticipation notes are issued to provide interim financing until long-term financing can be arranged. In most cases, the long-term bonds then provide the money for the repayment of the notes.
|
|
|
|
|
|
Construction Loan
Notes
|
|
|
Construction loan notes are sold to provide construction financing. After successful completion and acceptance, many projects receive permanent financing through FNMA or GNMA.
|
|
|
|
|
|
Revenue Anticipation
Notes
|
|
|
Revenue anticipation notes are issued in expectation of receipt of other types of revenue, such as Federal revenues available under Federal revenue sharing programs.
|
|
|
|
|
|
Tax Anticipation Notes
|
|
|
Tax anticipation notes are issued to finance working capital needs of municipalities. Generally, they are issued in anticipation of various seasonal tax revenue, such as income, sales, use and business taxes, and are payable from these specific future taxes.
|
|
|
|
|
|
Tax-Exempt Commercial Paper
|
|
|
Tax-exempt commercial paper is a short-term obligation with a stated maturity of 365 days or less. It is issued by state and local governments or their agencies to finance seasonal working capital needs or as short-term financing in anticipation of longer-term financing.
|
|
|
|
|
|
Participation on Creditors
’
Committees
|
|
|
While the Funds do not invest in securities to exercise control over the securities
’
issuers, each Fund may from time to time 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 relevant 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
|
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|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
desire to do so. Participation by a 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. A Fund will participate on such committees only when the Fund
’
s
subadviser 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.
|
|
|
|
||
|
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 kind
”
, which
means 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 Funds will accrue income on such investments for tax and
accounting purposes, which is distributable to shareholders and
which, because no cash is received at the time of accrual, may require
the liquidation of other portfolio securities to satisfy the Funds
’
distribution obligations. The market prices of PIK bonds generally are
more volatile than the market prices of securities that pay interest
periodically, and they are likely to respond to changes in interest rates
to a greater degree than would otherwise similar bonds on which
regular cash payments of interest are being made.
|
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|
Ratings
|
|
|
The rating or quality of a debt security refers to the
agency's
assessment of the
issuer
’
s creditworthiness,
i.e.
, its ability to pay
principal and interest when due. Higher ratings indicate better credit
quality, as rated by independent rating organizations such as
Moody
’
s, S&P or Fitch, which publish their ratings on a regular basis.
Appendix A provides a description of the various ratings provided for
bonds (including convertible bonds), municipal bonds, and
commercial paper.
After a Fund purchases a debt security, the rating of that 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 Fund
’
s subadviser will consider such an event in
determining whether to continue to hold the obligation. 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, a Fund will
invest in securities which are deemed by the Fund
’
s subadviser 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
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.
|
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|
Sovereign Debt
|
|
|
Each Fund may invest in
“
sovereign debt,
”
which is issued or
guaranteed by foreign governments (including countries, provinces and municipalities) or their agencies and instrumentalities. Sovereign debt may trade at a substantial discount from face value. The Funds may hold and trade sovereign debt of foreign countries in appropriate
|
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|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
circumstances to participate in debt conversion programs. Emerging-market country sovereign debt involves a
higher
degree of
risk than
developed markets,
is generally lower-quality debt, and is considered
speculative in nature due, in part, to the extreme and volatile nature of debt burdens in such countries and because emerging market governments can be relatively unstable. The issuer or governmental authorities that control sovereign-debt repayment (
“
sovereign
debtors
”
) may be unable or unwilling to repay principal or interest
when due in accordance with the terms of the debt. A sovereign debtor
’
s willingness or ability to repay principal and interest due in a
timely manner may be affected by, among other factors, its cash-flow situation, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the sovereign debtor
’
s policy towards the IMF, and the political constraints to which
the sovereign debtor may be subject. Sovereign debtors may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearage on their debt. The commitment of these third parties to make such disbursements may be conditioned on the sovereign debtor
’
s implementation of economic reforms or economic
performance and the timely service of the debtor
’
s obligations. The
sovereign debtor
’
s failure to meet these conditions may cause these
third parties to cancel their commitments to provide funds to the sovereign debtor, which may further impair the debtor
’
s ability or
willingness to timely service its debts. In certain instances, the Funds may invest in sovereign debt that is in default as to payments of principal or interest. In the event that the Funds hold non-performing sovereign debt, the Funds may incur additional expenses in connection with any restructuring of the issuer
’
s obligations or in
otherwise enforcing their rights thereunder.
|
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|
||
|
Brady Bonds
|
|
|
Each Fund may invest a portion of its assets in certain sovereign debt
obligations known as
“
Brady Bonds.
”
Brady Bonds are issued under
the framework of the Brady Plan, an initiative announced by former
U.S. Treasury Secretary Nicholas F. Brady in 1989 as a mechanism
for debtor nations to restructure their outstanding external
indebtedness. The Brady Plan contemplates, among other things, the
debtor nation
’
s adoption of certain economic reforms and the
exchange of commercial bank debt for newly issued bonds. In
restructuring its external debt under the Brady Plan framework, a
debtor nation negotiates with its existing bank lenders as well as the
World Bank or the IMF. The World Bank or IMF supports the
restructuring by providing funds pursuant to loan agreements or other
arrangements that enable the debtor nation to collateralize the new
Brady Bonds or to replenish reserves used to reduce outstanding
bank debt. Under these loan agreements or other arrangements with
the World Bank or IMF, debtor nations have been required to agree to
implement certain domestic monetary and fiscal reforms. The Brady
Plan sets forth only general guiding principles for economic reform
and debt reduction, emphasizing that solutions must be negotiated on
a case-by-case basis between debtor nations and their creditors.
Brady Bonds are often viewed as having three or four valuation
components: (i) the collateralized repayment of principal at final
maturity; (ii) the collateralized interest payments; (iii) the
uncollateralized interest payments; and (iv) any uncollateralized
repayment of principal at maturity (these uncollateralized amounts
constitute the
“
residual risk
”
). In light of the residual risk of Brady
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|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
Bonds and, among other factors, the history of defaults with respect to commercial bank loans by public and private entities of countries issuing Brady Bonds, investments in Brady Bonds can be viewed as speculative.
|
|
|
|
||
|
Stand-by Commitments
|
|
|
Each Fund may purchase securities together with the right to resell them to the seller or a third party at an agreed-upon price or yield within specified periods prior to their maturity dates. Such a right to resell is commonly known as a stand-by commitment, and the aggregate price which a Fund pays for securities with a stand-by commitment may increase the cost, and thereby reduce the yield, of the security. The primary purpose of this practice is to permit the Fund to be as fully invested as practicable in municipal securities while preserving the necessary flexibility and liquidity to meet unanticipated redemptions. Stand-by commitments acquired by a Fund are valued at zero in determining the Fund
’
s NAV. Stand-by commitments involve
certain expenses and risks, including the inability of the issuer of the commitment to pay for the securities at the time the commitment is exercised, non-marketability of the commitment, and differences between the maturity of the underlying security and the maturity of the commitment.
|
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|
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|
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
|
|
|
Each Fund may purchase securities having a floating or variable rate
of interest. These 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
may
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 Fund
’
s
subadviser must correctly assess probable movements in interest
rates. This involves different skills than those used to select most
other
portfolio securities. If the Fund
’
s subadviser incorrectly forecasts
such movements, the Fund could be adversely affected by the use of
variable or floating rate obligations.
The floating and variable rate obligations that the Funds may
purchase include variable rate demand securities. Variable rate
demand securities are variable rate securities that 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
|
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|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
standard, such as an index of short-term, tax-exempt rates, or
according to rates set by or on behalf of the issuer.
When a Fund purchases a floating or variable rate demand
instrument, the Fund
’
s subadviser will monitor, on an ongoing basis,
the ability of the issuer to pay principal and interest on demand. The
Fund
’
s right to obtain payment at par on a demand instrument could
be affected by events occurring between the date the Fund elects to
demand payment and the date payment is due that may affect the
ability of the issuer of the instrument to make payment when due,
except when such demand instrument permits same day settlement.
To facilitate settlement, these same day demand instruments may be
held in book entry form at a bank other than the Funds
’
custodian
subject to a sub-custodian agreement between the bank and the
Funds
’
custodian.
The floating and variable rate obligations that the Funds may
purchase also include certificates of participation in such obligations
purchased from banks. A certificate of participation gives the Fund an
undivided interest in the underlying obligations in the proportion that
the Fund
’
s interest bears to the total principal amount of the
obligation. Certain certificates of participation may carry a demand
feature that would permit the holder to tender them back to the issuer
prior to maturity.
The income received on certificates of participation in tax-exempt
municipal obligations constitutes interest from tax-exempt obligations.
Each Fund will limit its purchases of floating and variable rate
obligations to those of the same quality as it otherwise is allowed to
purchase. Similar to fixed rate debt instruments, variable and floating
rate instruments are subject to changes in value based on changes in
prevailing market interest rates or changes in the issuer
’
s
creditworthiness.
A floating or variable rate instrument may be subject to a Fund
’
s
percentage limitation on illiquid securities if there is no reliable trading
market for the instrument or if the Fund may not demand payment of
the principal amount within seven days. (See
“
Illiquid and Restricted
Securities
”
in this section of the SAI.)
|
|
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|
||
|
Zero and Deferred Coupon Debt Securities
|
|
|
Each Fund may invest in debt obligations that do not make any
interest payments for a specified period of time prior to maturity
(
“
deferred coupon
”
bonds) or until maturity (
“
zero coupon
”
bonds).
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
normally
initially issued at a discount
from face value. Alternatively, the bond 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. 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.
Because deferred and zero coupon bonds do not make interest
payments for a certain period of time, they are generally purchased by
a Fund at a deep discount and their value fluctuates more in response
to interest rate changes than does the value of debt obligations that
make current interest payments. The degree of fluctuation with
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interest rate changes is greater when the deferred period is longer. Therefore, when a Fund invests in zero or deferred coupon bonds, there is a risk that the value of the Fund
’
s shares may decline more as
a result of an increase in interest rates than would be the case if the Fund did not invest in such bonds.
Even though zero and deferred coupon bonds may not pay current interest in cash, each Fund is required to accrue interest income on such investments and to distribute such amounts to shareholders. Thus, a 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.
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Derivative Investments
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Each
Fund may invest in various types of derivatives, which may at
times result in significant derivative exposure. A derivative is a
financial instrument whose performance is derived from the
performance of another asset.
Each
Fund may invest in derivative
instruments including, but not limited to: futures contracts, put options,
call options, options on future contracts, options on foreign
currencies, swaps, forward contracts, structured investments, and
other equity-linked derivatives.
Each
Fund may use derivative instruments for hedging (to offset risks
associated with an investment, currency exposure, or market
conditions) or
fin pursuit of its investment objective(s)
(to seek to
enhance
returns).
When
a
Fund invests in a
derivative, the
risks of
loss of that
derivative
may
be greater than the derivative
’
s cost.
No
Fund may
use any derivative to gain exposure to an asset or class of
assets that it would be prohibited by its investment restrictions from
purchasing directly.
In addition to other considerations, a
Fund
’
s
ability to use derivative instruments may
be limited by tax
considerations. (See
“
Dividends, Distributions and Taxes
”
in this SAI.)
Investments in derivatives may subject a Fund to special risks in
addition to normal market fluctuations and other risks inherent in
investment in securities. For example, a percentage of the Fund
’
s
assets may be segregated to cover its obligations with respect to the
derivative investment, which may make it more difficult for the Fund
’
s
subadviser to meet redemption requests or other short-term
obligations.
Investments in derivatives in general
also
are subject to market risks
that may cause their prices to fluctuate over time. Investments in
derivatives may not directly correlate with the price movements of the
underlying instrument. As a result, the use of derivatives may expose
the Fund to additional risks that it would not be subject to if it invested
directly in the securities underlying those derivatives. The use of
derivatives may result in larger losses or smaller gains than otherwise
would be the case.
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Commodity Interests
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Certain of the derivative investment types permitted for the Funds may
be considered commodity interests for purposes of the CEA and
regulations approved by the CFTC. However, each Fund intends to
limit the use of such investment types as required to qualify for
exclusion or 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
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under CFTC Regulation 4.5 or exemption under CFTC Regulation 4.13(a)(3).
The CFTC recently adopted amendments to its rules that may affect the Funds
’
ability to continue to claim exclusion or exemption from
regulation. If a Fund
’
s use of these techniques would cause the Fund
to be considered a
“
commodity pool
”
under the CEA, then the Adviser
would be subject to registration and regulation as the Fund
’
s
commodity pool operator, and the Fund
’
s subadviser may be subject
to registration and regulation as the Fund
’
s commodity trading
advisor. 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.
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Credit-linked Notes
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|
Credit-linked notes are derivative instruments 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
that sells credit protection through a credit default swap agreement 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 special purpose vehicle 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 credit default swap. Should a default occur, the special purpose vehicle 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.
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Eurodollar Instruments
|
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|
The Funds instruments may invest in Eurodollar instruments.
Eurodollar
bank obligations
are
dollar-denominated certificates of
deposit and time deposits issued outside the U.S. capital markets by
foreign branches of U.S. banks and by foreign banks.
Eurodollar
futures contracts enable purchasers to obtain a fixed rate for the
lending of funds and sellers to obtain a fixed rate for borrowings. A
Fund might use Eurodollar
instruments
to hedge against changes in
interest rates or to enhance returns.
Eurodollar obligations are subject to the same risks that pertain to
domestic issuers, most notably income risk (and, to a lesser extent,
credit risk, market risk, and liquidity risk). Additionally, Eurodollar
obligations are subject to certain sovereign risks. One such risk is the
possibility that a sovereign country might prevent capital, in the form
of dollars, from flowing across its 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 expropriation or
nationalization of foreign issuers. However, Eurodollar obligations will
undergo the same type of credit analysis as domestic issuers in which
a Fund invests.
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Equity-linked Derivatives
|
|
|
Each Fund may invest in equity-linked derivative products
the
performance of which is designed to correspond generally to the
performance of a specified stock index or "basket"
of stocks, or to a
single stock.
Investments in equity-linked derivatives involve the same
risks associated with a direct investment in the types of securities
such products are designed to track. There can be no assurance that
the trading price of the equity-linked derivatives will equal the
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underlying value of the
securities purchased to replicate a particular
investment
or that such basket will replicate the
investment.
Investments in equity-linked derivatives may constitute investments in other investment companies. (See
“
Mutual Fund Investing
”
in this
section of the SAI for information regarding the implications of a Fund investing in other investment companies.)
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Foreign Currency Forward Contracts, Futures and Options
|
|
|
Each Fund may engage in certain derivative foreign currency
exchange and option transactions involving investment risks and
transaction costs to which the Fund would not be subject absent the
use of these strategies. If a Fund
’
s subadviser
’
s predictions of
movements in the direction of securities prices or currency exchange
rates are inaccurate, the adverse consequences to the Fund may
leave the Fund in a worse position than if it had not used such
strategies. Risks inherent in the use of option and foreign currency
forward and futures contracts include: (1) dependence on the Fund
’
s
subadviser
’
s ability to correctly predict movements in the direction of
securities prices and currency exchange rates; (2) imperfect
correlation between the price of options and futures contracts and
movements in the prices of the securities or currencies being hedged;
(3) the fact that the skills needed to use these strategies are different
from those needed to select portfolio securities; (4) the possible
absence of a liquid secondary market for any particular instrument at
any time; and (5) the possible need to defer closing out certain
hedged positions to avoid adverse tax consequences. The Fund
’
s
ability to enter into futures contracts is also limited by the
requirements of the Code for qualification as a regulated investment
company. (See the
“
Dividends, Distributions and Taxes
”
section of
this SAI.)
A Fund may engage in currency exchange transactions to protect
against uncertainty in the level of future currency exchange rates. In
addition, a Fund may write covered put and call options on foreign
currencies for the purpose of increasing its return.
A Fund may enter into contracts to purchase or sell foreign currencies
at a future date (
“
forward contracts
”
) and purchase and sell foreign
currency futures contracts. For
certain
hedging purposes, the Fund
may also purchase exchange-listed and over-the-counter put and call
options on foreign currency futures contracts and on foreign
currencies. A put option on a futures contract gives the Fund the right
to assume a short position in the futures contract until the expiration of
the option.
A put option on a currency gives the Fund the right to sell the currency
at an exercise price until the expiration of the option. A call option on a
futures contract gives the Fund the right to assume a long position in
the futures contract until the expiration of the option. A call option on a
currency gives the Fund the right to purchase the currency at the
exercise price until the expiration of the option.
When engaging in position hedging, a Fund enters into foreign
currency exchange transactions to protect against a decline in the
values of the foreign currencies in which its portfolio securities are
denominated (or an increase in the values of currency for securities
which the Fund expects to purchase, when the Fund holds cash or
short-term investments). In connection with position hedging, the
Fund may purchase put or call options on foreign currency and on
foreign currency futures contracts and buy or sell forward contracts
and foreign currency futures contracts. (A Fund may also purchase or
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sell foreign currency on a spot basis, as discussed in
“
Foreign
Currency Transactions
”
under
“
Foreign Investing
”
in this section of the
SAI.)
The precise matching of the amounts of foreign currency exchange
transactions and the value of the portfolio securities involved will not
generally be possible since the future value of such securities in
foreign currencies will change as a consequence of market
movements in the value of those securities between the dates the
currency exchange transactions are entered into and the dates they
mature. It is also impossible to forecast with precision the market
value of portfolio securities at the expiration or maturity of a forward or
futures contract. Accordingly, it may be necessary for a Fund to
purchase additional foreign currency on the spot market (and bear the
expense of such purchase) if the market value of the security or
securities being hedged is less than the amount of foreign currency
the Fund is obligated to deliver and a decision is made to sell the
security or securities and make delivery of the foreign currency.
Conversely, it may be necessary to sell on the spot market some of
the foreign currency received upon the sale of the portfolio security or
securities if the market value of such security or securities exceeds
the amount of foreign currency the Fund is obligated to deliver.
Hedging transactions
do not eliminate fluctuations in the underlying
prices of the securities which a Fund owns or intends to purchase or
sell. They simply establish a rate of exchange which one can achieve
at some future point in time. Additionally, although these techniques
tend to minimize the risk of loss due to a decline in the value of the
hedged currency, they also tend to limit any potential gain which might
result from the increase in value of such currency.
A Fund may seek to increase its return or to offset some of the costs
of hedging against fluctuations in currency exchange rates by writing
covered put options and covered call options on foreign currencies. In
that case, the Fund receives a premium from writing a put or call
option, which increases the Fund
’
s current return if the option expires
unexercised or is closed out at a net profit. A Fund may terminate an
option that it has written prior to its expiration by entering into a closing
purchase transaction in which it purchases an option having the same
terms as the option written.
A Fund
’
s currency hedging transactions may call for the delivery of
one foreign currency in exchange for another foreign currency and
may at times not involve currencies in which its portfolio securities are
then denominated. A Fund
’
s subadviser will engage in such
“
cross
hedging
”
activities when it believes that such transactions provide
significant hedging opportunities for the Fund. Cross hedging
transactions by a Fund involve the risk of imperfect correlation
between changes in the values of the currencies to which such
transactions relate and changes in the value of the currency or other
asset or liability which is the subject of the hedge.
Foreign currency forward contracts, futures and options 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
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|
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|
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|
data on which to make trading decisions, (iii) delays in the relevant 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.
The types of derivative foreign currency exchange transactions most commonly employed by the Funds are discussed below, although each Fund is also permitted to engage in other similar transactions to the extent consistent with the Fund
’
s investment limitations and
restrictions.
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|
Foreign Currency Forward Contracts
|
|
|
A foreign currency forward 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.
A 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.
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Foreign Currency Futures Transactions
|
|
|
Each Fund may use foreign currency futures contracts and options on
such futures contracts. Through the purchase or sale of such
contracts, a 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.
Purchasers and sellers of foreign currency futures contracts are
subject to the same risks that apply to the buying and selling of futures
generally. In addition, there are risks associated with foreign currency
futures contracts similar to those associated with options on foreign
currencies. (See
“
Foreign Currency Options
”
and
“
Futures Contracts
and Options on Futures Contracts
”
, each in this sub-section of the
SAI.) The Fund must accept or make delivery of the underlying foreign
currency, through banking arrangements, in accordance with any U.S.
or foreign restrictions or regulations regarding the maintenance of
foreign banking arrangements by U.S. residents and may be required
to pay any fees, taxes or charges associated with such delivery which
are assessed in the issuing country.
To the extent required to comply with SEC Release No. IC-10666,
when entering into a futures contract or an option transaction, a 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
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|
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|
|
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the prescribed amount. For foreign currency futures transactions, the prescribed amount will generally be the daily value of the futures contract, marked to market.
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, the Funds may invest in futures contracts under specified conditions without being regulated as commodity pools. However, under recently amended CFTC rules the Funds
’
ability to
maintain the exclusions/exemptions from the definition of commodity pool may be limited. (See
“
Commodity Interests
”
in this section of the
SAI.)
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|
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 a 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
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.
The value of a foreign currency option depends upon the value of the
underlying currency relative to the
other referenced currency.
As a
result, the price of the option position may vary with changes in the
value of either or both currencies and have no relationship to the
investment merits of a foreign security, including foreign securities
held in a
“
hedged
”
investment portfolio. Because foreign currency
transactions occurring in the interbank market involve substantially
larger amounts than those that may be involved in the use of foreign
currency options, the Funds may be disadvantaged by having to deal
in an odd lot market (generally consisting of transactions of less than
$1 million) for the underlying foreign currencies at prices that are less
favorable than for round lots.
As in the case of other kinds of options, the use of foreign currency
options constitutes only a partial hedge, and a Fund could be required
to purchase or sell foreign currencies at disadvantageous exchange
rates, thereby incurring losses. The purchase of an option on a foreign
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currency may not necessarily constitute an effective hedge against
fluctuations in exchange rates and, in the event of rate movements
adverse to the Fund
’
s position, the Fund may forfeit the entire amount
of the premium plus related transaction costs.
Options on foreign currencies written or purchased by a Fund may be
traded on U.S. or foreign exchanges or over the counter. There is no
systematic reporting of last sale information for foreign currencies
traded over the counter or any regulatory requirement that quotations
available through dealers or other market sources be firm or revised
on a timely basis. Quotation information available is generally
representative of very large transactions in the interbank market and
thus may not reflect relatively smaller transactions (i.e., less than $1
million) where rates may be less favorable. The interbank market in
foreign currencies is a global, around-the-clock market. To the extent
that the
options markets are closed while the markets for the
underlying currencies remain open, significant price and rate
movements may take place in the underlying markets that are not
reflected in the options market.
For additional information about options transactions, see
“
Options
”
under
“
Derivative Investments
”
in this section of the SAI.
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|
Foreign Currency Warrants
|
|
|
Foreign currency warrants such as currency exchange warrants 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
two specified currencies
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 may be used to reduce the
currency
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
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|
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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 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 price of foreign currency warrants
could be
considerably in excess of the price
that a commercial user of foreign currencies might pay in the interbank market for a comparable option involving
larger amounts of
foreign currencies. Foreign currency warrants are subject to significant foreign exchange risk, including risks arising from complex political or economic factors.
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|
Performance Indexed Paper
|
|
|
Performance indexed paper is U.S. dollar-denominated
paper the
yield of which is linked to certain
currency
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
designated currencies
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
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.
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Principal Exchange Rate Linked Securities (
“
PERLS
”
)
|
|
|
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
particular foreign
currencies
at or about that time. The
return on
“
standard
”
principal exchange rate linked securities is
enhanced if the
currency to which the security is linked appreciates
against the
base currency,
and is adversely affected by increases in
the foreign exchange value of the
base currency.
“
Reverse
”
PERLS
are like the
“
standard
”
securities, except that their return is enhanced
by increases in the value of the
base currency
and adversely
impacted by increases in the value of
the other
currency. Interest
payments on the securities are generally made
at rates that reflect the
degree of
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
currency
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.
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Futures Contracts and Options on Futures Contracts
|
|
|
Each Fund may use interest rate, foreign
currency, dividend, volatility
or index futures contracts. An interest rate, foreign
currency, dividend,
volatility
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, dividend basket
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
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|
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|
|
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|
|
|
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, and it is expected that other futures contracts will be
developed and traded in the future. Interest rate
and volatility
futures
contracts currently are traded in the United States primarily on the
floors of the Chicago Board of Trade and the International Monetary
Market of the Chicago Mercantile Exchange. Interest rate futures also
are traded on foreign exchanges such as the London International
Financial Futures Exchange and the Singapore International
Monetary Exchange.
Interest rate futures also are traded on foreign
exchanes such as the London International Financial Futures
Exchange and the Singapor International Monetary Exchange.
Volatility futures are also traded on foreign exchanges such as Eurex.
Dividend futures are also traded on foreign exchanges such as Eurex,
NYSE Eronext Liffe, London Stock Exchane and the Singapore
International Monetary Exchange.
A 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 Funds will limit their use of futures contracts and futures options
to hedging transactions and in an attempt to increase total return, in
accordance with Federal regulations. 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 Funds 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 a 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 Funds expect to earn
interest income on their initial margin deposits. A futures contract held
by a 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
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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 Funds are also required to deposit and maintain margin with
respect to put and call options on futures contracts written by them.
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 relevant Fund.
To the extent required to comply with SEC Release No. IC-10666,
when entering into a futures contract or an option on a futures
contract, a 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 prescribed amount. For futures contracts, the
prescribed amount will be the daily value of the futures contract,
marked to market.
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 may invest in futures contracts under
specified conditions without registering as a commodity pool with the
CFTC. However, under the recent rule amendments the Funds
’
ability
to claim the exclusion/exemption from the definition of a commodity
pool may be limited. (See
“
Commodity Interests
”
in this SAI.)
The requirements of the Code for qualification as a regulated
investment company also may limit the extent to which a Fund may
enter into futures, futures options or forward contracts. (See the
“
Dividends, Distributions and Taxes
”
section of this SAI.)
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.
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
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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
may
depend
on the ability of the relevant Fund
’
s 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 a 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 a 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 a 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
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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.
For additional information about options transactions, see
“
Options
”
under
“
Derivative Investments
”
in this section of the SAI.
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Mortgage-Related and Other Asset-Backed Securities
|
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|
Each Fund may purchase mortgage-related and other asset-backed
securities, which collectively are securities backed by mortgages,
installment contracts, credit card receivables or other financial assets.
Asset-backed securities represent interests in
“
pools
”
of assets in
which payments of both interest and principal on the securities are
made periodically, thus in effect
“
passing through
”
such payments
made by the individual borrowers on the assets that underlie the
securities, net of any fees paid to the issuer or guarantor of the
securities. The average life of asset-backed securities varies with the
maturities of the underlying instruments, and the average life of a
mortgage-backed instrument, in particular, is likely to be
less than the
original maturity of the mortgage pools underlying the securities as a
result of mortgage
prepayments, where applicable.
For this and other
reasons, an asset-backed security
’
s stated maturity may be
different,
and the security
’
s total return may be difficult to predict precisely.
If an asset-backed security is purchased at a premium, a prepayment
rate that is faster than expected will reduce yield to maturity, while a
prepayment rate that is slower than expected will have the opposite
effect of increasing yield to maturity. Conversely, if an asset-backed
security is purchased at a discount, faster than expected prepayments
will increase yield to maturity, while slower than expected
prepayments will decrease yield to maturity.
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. The longer the remaining
maturity of a security the greater the effect of interest rate changes will
be. 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.
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,
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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
a Fund's subadviser
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
”
therefore
is
generally
considered a more precise measure
of interest rate risk than
“
term to maturity.
”
Determining duration may
involve
a subadviser
’
s estimates of future economic parameters,
which may vary from actual future values.
Genearlly, fixed
income
securities with
longer
effective durations
are more responsive to
interest rate fluctuations than those with
shorter effective durations.
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%.
Descriptions of some of the different types of mortgage-related and
other asset-backed securities most commonly acquired by the Funds
are provided below. In addition to those shown, other types of
mortgage-related and asset-backed investments are, or may become,
available for investment by the Funds.
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Collateralized Mortgage Obligations (
“
CMOs
”
)
|
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|
CMOs are hybrid instruments with characteristics of both mortgage-
backed and mortgage pass-through securities. Similar to a bond,
interest and prepaid principal on a CMO are paid, in most cases,
monthly. CMOs may be collateralized by whole mortgage loans but
are more typically collateralized 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.
Payments of principal and interest on the CMOs are made monthly.
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The amount of principal payable on each monthly 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.
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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. In certain circumstances a 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 therefore subject to the Funds
’
limitations
on investment in illiquid securities. (See
“
Illiquid and Restricted
Securities
”
in this section of the SAI.)
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Mortgage Pass-through Securities
|
|
|
Mortgage pass-through securities 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
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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 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 Federal Housing
Administration 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 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 issues Participation Certificates 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. A Fund 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
Fund
’
s subadviser determines that the securities meet the Fund
’
s
quality standards. Securities issued by certain private organizations
may not be readily marketable and may therefore be subject to the
Funds
’
limitations on investments in illiquid securities. (See
“
Illiquid
and Restricted Securities
”
in this section of the SAI.)
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 in the
“
Investment
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Restrictions
”
section of this SAI 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 the Federal Housing Administration 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 the actions of the U.S. Government to tighten the availability of its credit. On September 7, 2008, the 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 is still in effect as of the date of this SAI and 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.
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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,
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|
|
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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
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.
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|
Stripped Mortgage-backed Securities (
“
SMBS
”
)
|
|
|
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
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 a 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. The
market value of the PO class generally is unusually volatile in
response to changes in interest rates.
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 therefore subject to the
Funds
’
limitations on investment in illiquid securities. (See
“
Illiquid and
Restricted Securities
”
in this section of the SAI.)
Each Fund may invest in other mortgage-related securities with
features similar to those described above, to the extent consistent with
the relevant Fund
’
s investment objectives and policies.
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Options
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Each Fund may purchase or sell put and call options on securities,
indices and other financial instruments. Options may relate to
particular securities, foreign and domestic securities indices, financial
instruments,
volatility, credit default,
foreign currencies or the yield
differential between two securities. Such options may or may not be
listed on a domestic or foreign securities exchange and may or may
not be issued by the OCC.
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Options written by the Low Volatility Fund will not be required to be covered as described herein, except to the extent required to comply with SEC
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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A call option for a particular security gives the purchaser of the option
the right to buy, and a writer the obligation to sell, the underlying
security at the stated exercise price before the expiration of the option,
regardless of the market price of the security. A premium is paid to the
writer by the purchaser in consideration for undertaking the obligation
under the option contract. A put option for a particular security gives
the purchaser the right to sell and a writer the obligation to buy the
security at the stated exercise price before the expiration date of the
option, regardless of the market price of the security.
To the extent required to comply with SEC Release No. IC-10666,
options
written by a Fund will be covered and will remain covered as
long as the Fund is obligated as a writer. A call option is
“
covered
”
if
the Fund owns the underlying security or its equivalent covered by the
call or has an absolute and immediate right to acquire that security
without additional cash consideration (or for additional cash
consideration if such cash is segregated) upon conversion or
exchange of other securities held in its portfolio. A call option is also
covered if the Fund holds on a share-for-share or equal principal
amount basis a call on the same security as the call written where the
exercise price of the call held is equal to or less than the exercise
price of the call written or greater than the exercise price of the call
written if appropriate liquid assets representing the difference are
segregated by the Fund. A put option is
“
covered
”
if the Fund
maintains appropriate liquid securities with a value equal to the
exercise price, or owns on a share-for-share or equal principal
amount basis a put on the same security as the put written where the
exercise price of the put held is equal to or greater than the exercise
price of the put written.
A Fund
’
s obligation to sell an instrument subject to a covered call
option written by it, or to purchase an instrument subject to a secured
put option written by it, may be terminated before the expiration of the
option by the Fund
’
s execution of a closing purchase transaction. This
means that a Fund buys
an
option of the same series (i.e., same
underlying instrument, exercise price and expiration date) as the
option previously written. Such a purchase does not result in the
ownership of an option. A closing purchase transaction will ordinarily
be effected to realize a profit on an outstanding option, to prevent an
underlying instrument from being called, to permit the sale of the
underlying instrument or to permit the writing of a new option
containing different terms on such underlying instrument. The cost of
such a closing purchase plus related transaction costs may be greater
than the premium received upon the original option, in which event the
Fund will experience a loss. There is no assurance that a liquid
secondary market will exist for any particular option. A Fund that has
written an option and is unable to effect a closing purchase
transaction will not be able to sell the underlying instrument (in the
case of a covered call option) or liquidate the segregated assets (in
the case of a secured put option) until the option expires or the
optioned instrument is delivered upon exercise. The Fund will be
subject to the risk of market decline or appreciation in the instrument
during such period.
To the extent required to comply with SEC Release No. IC-10666,
when entering into an option transaction, a 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
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Release No. IC-10666.
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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prescribed amount. For options transactions, the prescribed amount
will generally be the market value of the underlying instrument.
Options purchased are recorded as an asset and written options are
recorded as liabilities to the extent of premiums paid or received. The
amount of this asset or liability will be subsequently marked-to-market
to reflect the current value of the option purchased or written. The
current value of the traded option is the last sale price or, in the
absence of a sale, the current bid price. If an option purchased by a
Fund expires unexercised, the Fund will realize a loss equal to the
premium paid. If a Fund enters into a closing sale transaction on an
option purchased by it, the Fund will realize a gain if the premium
received by the Fund on the closing transaction is more than the
premium paid to purchase the option, or a loss if it is less. If an option
written by a Fund expires on the stipulated expiration date or if a Fund
enters into a closing purchase transaction, it will realize a gain (or loss
if the cost of a closing purchase transaction exceeds the net premium
received when the option is sold), and the liability related to such
option will be eliminated. If an option written by a Fund is exercised,
the proceeds of the sale will be increased by the net premium
originally received and the Fund will realize a gain or loss.
Options trading is a highly specialized activity that entails
more
complex and potentially
greater than ordinary investment risk. Options
may be more volatile than the underlying instruments and, therefore,
on a percentage basis, an investment in options may be subject to
greater fluctuation than an investment in the underlying instruments
themselves.
There are several other risks associated with options. For example,
there are significant differences among the securities,
currency,
volatility, credit default
and options markets that could result in an
imperfect correlation among these markets, causing a given
transaction not to achieve its objectives. In addition, a liquid
secondary market for particular options, whether traded over-the-
counter or on an exchange, may be absent for reasons that include
the following: there may be insufficient trading interest in certain
options; restrictions may be imposed by an exchange on opening
transactions or closing transactions or both; trading halts,
suspensions or other restrictions may be imposed with respect to
particular classes or series of options or underlying securities or
currencies; unusual or unforeseen circumstances may interrupt
normal operations on an exchange; the facilities of an exchange or
the OCC may not at all times be adequate to handle current trading
value; or one or more exchanges could, for economic or other
reasons, decide or be compelled at some future date to discontinue
the trading of options (or a particular class or series of options), in
which event the secondary market on that exchange (or in that class
or series of options) would cease to exist, although outstanding
options that had been issued by the OCC as a result of trades on that
exchange would continue to be exercisable in accordance with their
terms.
The staff of the SEC currently takes the position that options not
traded on registered domestic securities exchanges and the assets
used to cover the amount of the Fund
’
s obligation pursuant to such
options are illiquid, and are therefore subject to each Fund
’
s limitation
on investments 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
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Investment Technique
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Description and Risks
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amount considered to be illiquid may be calculated by reference to a formula price. (See
“
Illiquid and Restricted Securities
”
in this section
of the SAI.)
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Options on Indexes and
“
Yield Curve
”
Options
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|
Each Fund may enter into options on indexes or options the
“
spread,
”
or yield differential, between two fixed income securities, in
transactions referred to as
“
yield curve
”
options. Options on indexes
and yield curve options provide the holder with the right to make or
receive a cash settlement upon exercise of the option. With respect to
options on indexes, the amount of the settlement will equal the
difference between the closing price of the index at the time of
exercise and the exercise price of the option expressed in dollars,
times a specified multiple. With respect to yield curve options, the
amount of the settlement will equal the difference between the yields
of designated securities.
With respect to yield curve options, a call or put option is covered if a
Fund holds another call or put, respectively, on the spread between
the same two securities and maintains in a segregated account liquid
assets sufficient to cover the Fund
’
s net liability under the two options.
Therefore, the Fund
’
s liability for such a covered option is generally
limited to the difference between the amount of the Fund
’
s liability
under the option it wrote less the value of the option it holds. A Fund
may also cover yield curve options in such other manner as may be in
accordance with the requirements of the counterparty with which the
option is traded and applicable laws and regulations.
The trading of these types of options is subject to all of the risks
associated with the trading of other types of options. In addition,
however, yield curve options present risk of loss even if the yield of
one of the underlying securities remains constant, if the spread moves
in a direction or to an extent which was not anticipated.
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Reset Options
|
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In certain instances, a Fund may purchase or write options on U.S. Treasury securities, which provide for periodic adjustment of the strike price and may also provide for the periodic adjustment of the premium during the term of each such option. Like other types of options, these transactions, which may be referred to as
“
reset
”
options or
“
adjustable strike
”
options grant the purchaser the right to purchase
(in the case of a call) or sell (in the case of a put), a specified type of U.S. Treasury security at any time up to a stated expiration date (or, in certain instances, on such date). In contrast to other types of options, however, the price at which the underlying security may be purchased or sold under a
“
reset
”
option is determined at various intervals during
the term of the option, and such price fluctuates from interval to interval based on changes in the market value of the underlying security. As a result, the strike price of a
“
reset
”
option, at the time of
exercise, may be less advantageous than if the strike price had been fixed at the initiation of the option. In addition, the premium paid for the purchase of the option may be determined at the termination, rather than the initiation, of the option. If the premium for a reset option written by a Fund is paid at termination, the Fund assumes the risk that (i) the premium may be less than the premium which would otherwise have been received at the initiation of the option because of such factors as the volatility in yield of the underlying Treasury security over the term of the option and adjustments made to the strike price of the option, and (ii) the option purchaser may default on its obligation to pay the premium at the termination of the option. Conversely, where a Fund purchases a reset option, it could be
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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required to pay a higher premium than would have been the case at the initiation of the option.
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|
Swaptions
|
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|
A Fund may enter into swaption contracts, which give the right, but not the obligation, to buy or sell an underlying asset or instrument at a specified strike price on or before a specified date. Over-the-counter swaptions, although providing greater flexibility, may involve greater credit risk than exchange-traded options as they are not backed by the clearing organisation of the exchanges where they are traded, and as such, there is a risk that the seller will not settle as agreed. A Fund
’
s financial liability associated with swaptions is linked to the
marked-to-market value of the notional underlying investments. Purchased swaption contracts are exposed to a maximum loss equal to the price paid for the option/swaption (the premium) and no further liability. Written swaptions, however, give the right of potential exercise to a third party, and the maximum loss to the Fund in the case of an uncovered swaption is unlimited.
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Swap Agreements
|
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|
Each Fund may enter into
swap agreements on, among other things,
interest rates, indices, securities
and currency exchange
rates. A
Fund's subadviser may use swaps in an attempt to obtain for the Fund
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
typically
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. A 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
”
). A
Fund
’
s obligations under a swap agreement will be accrued daily
on
the Fund's accounting records
(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 and therefore subject to the Funds
’
limitations on investment in
illiquid securities. (See
“
Illiquid and Restricted Securities
”
in this
section of the SAI.) 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. A
Fund
’
s subadviser 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. (See
“
Repurchase Agreements
”
in this section
of the SAI.) Certain restrictions imposed on the Funds by the Code
may limit the Funds
’
ability to use swap agreements. (See the
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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“
Dividends, Distributions and Taxes
”
section of this SAI.) 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 a 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 and must meet certain conditions (each pursuant
to the CEA and regulations of the CFTC). However, recent CFTC rule
amendments dictate that certain swap agreements be considered
commodity interests for purposes of the CEA. (See
“
Commodity
Interests
”
in this section of the SAI for additional information regarding
the implications of investments being considered commodity interests
under the CEA.)
Recently, the SEC and the CFTC have developed
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 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.
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Credit Default Swap Agreements
|
|
|
Each Fund may enter into credit default swap agreements.
A
credit
default
swap is bilateral financial contract in
which
one party (the
protection buyer) pays a periodic fee in return for a contingent
payment by the protection seller following a credit event of a reference
issuer. The protection buyer mush either sell particular obligations
issued aby
the
reference issuer for its
par value
(or some other
designated reference or strike price) when a credit event occurs or
receive a cash settlement based on the difference between the market
price and such reference price. A credit event is commonly defined as
bankruptcy, insolvency, receivership, material adverse restructuring
of debt, or failure to meet payment obligations when due. A
Fund may
be either the buyer or seller in the transaction. If a 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 Fund receives full
notional value for a reference obligation that may have little or no
value. As a seller, a Fund receives a
period fee
throughout the term of
the contract,
provided there is no default event; if an event of default
occurs, the Fund must pay the buyer the full notional value of the
reference obligation. The value of the reference obligation received by
the Fund as a seller, coupled with the periodic payments previously
received, may be less than the full notional value the Fund pays to the
buyer, resulting in a loss of value to the Fund.
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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Credit default swaps involve greater risks than if the
Fund
had
invested in the reference obligation directly. In addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risks. A Fund will enter into swap agreements only with counterparties deemed creditworthy by the Fund
’
s subadviser.
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|
Dividend Swap Agreements
|
|
|
A dividend swap agreement is a financial instrument where two parties contract to exchange a set of future cash flows at set dates in the future. One party agrees to pay the other the future dividend flow on a stock or basket of stocks in an index, in return for which the other party gives the first call options. Dividend swaps generally are traded over the counter rather than on an exchange.
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Inflation Swap Agreements
|
|
|
Inflation swap agreements are contracts in which one party agrees to pay the cumulative percentage increase in a price index (e.g., the Consumer Price Index with respect to CPI swaps) over the term of the swap (with some lag on the inflation index), while the other pays a compounded fixed rate. Inflation swap agreements may be used by a Fund to hedge the inflation risk associated with non-inflation indexed investments, thereby creating
“
synthetic
”
inflation-indexed
investments. One factor that may lead to changes in the values of inflation swap agreements is a change in real interest rates, which are tied to the relationship between nominal interest rates and the rate of inflation. If nominal interest rates increase at a faster rate than inflation, real interest rates may rise, which may lead to a decrease in value of an inflation swap agreement.
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Total Return Swap Agreements
|
|
|
“
Total return swap
”
is the generic name for any non-traditional swap
where one party agrees to pay the other the
“
total return
”
of a defined
underlying asset, usually in return for receiving a stream of cash flows based upon an agreed rate. A total return swap may be applied to any underlying asset but is most commonly used with equity indices, single stocks, bonds and defined portfolios of loans and mortgages. A total return swap is a mechanism for the user to accept the economic benefits of asset ownership without utilizing the balance sheet. The other leg of the swap, which is often LIBOR, is spread to reflect the non-balance sheet nature of the product. Total return swaps can be designed with any underlying asset agreed between the two parties. No notional amounts are exchanged with total return swaps.
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Variance and Correlation Swap Agreements
|
|
|
Variance swap agreements are contracts in which two parties agree to exchange cash payments based on the difference between the stated level of variance and the actual variance realized on an underlying asset or index.
“
Actual variance
”
as used here is defined as
the sum of the square of the returns on the reference asset or index (which in effect is a measure of its
“
volatility
”
) over the length of the
contract term. In other words, the parties to a variance swap can be said to exchange actual volatility for a contractually stated rate of volatility. Correlation swap agreements are contracts in which two parties agree to exchange cash payments based on the differences between the stated and the actual correlation realized on the underlying equity securities within a given equity index.
“
Correlation
”
as used here is defined as the weighted average of the correlations between the daily returns of each pair of securities within a given equity index. If two assets are said to be closely correlated, it means that their daily returns vary in similar proportions or along similar trajectories. A Fund may enter into variance or correlation swaps in an
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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attempt to hedge equity market risk or adjust exposure to the equity markets.
|
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|
Equity Securities
|
|
|
The Funds may invest in equity securities. Equity securities include
common stocks, preferred stocks and preference stocks; securities
such as bonds, warrants or rights that are convertible into stocks; and
depositary receipts for those securities.
Common stockholders are the owners of the company issuing the
stock and, accordingly, usually have the right to vote on various
corporate governance matters such as mergers. They are not
creditors of the company, but rather, in the event of liquidation of the
company, would be entitled to their pro rata shares of the company
’
s
assets after creditors (including fixed income security holders) and, if
applicable, preferred stockholders are paid. Preferred stock is a class
of stock having a preference over common stock as to dividends or
upon liquidation. A preferred stockholder is a shareholder in the
company and not a creditor of the company as is a holder of the
company
’
s fixed income securities. Dividends paid to common and
preferred stockholders are distributions of the earnings or other
surplus of the company and not interest payments, which are
expenses of the company. Equity securities owned by the Fund may
be traded in the over-the-counter market or on a securities exchange
and may not be traded every day or in the volume typical of securities
traded on a major U.S. national securities exchange. As a result,
disposition by the Fund of a portfolio security to meet redemptions by
shareholders or otherwise may require the Fund to sell the security at
less than the reported value of the security, to sell during periods
when disposition is not desirable, or to make many small sales over a
lengthy period of time. The market value of all securities, including
equity securities, is based upon the market
’
s perception of value and
not necessarily the book value of an issuer or other objective measure
of a company
’
s worth.
Stock values may fluctuate in response to the activities of an
individual company or in response to general market and/or economic
conditions. Historically, common stocks have provided greater long-
term returns and have entailed greater short-term risks than other
types of securities. Smaller or newer issuers may be more likely to
realize more substantial growth or suffer more significant losses.
Investments in these companies can be both more volatile and more
speculative. Fluctuations in the value of equity securities in which a
Fund invests will cause the NAV of the Fund to fluctuate.
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Securities of Small and Mid Capitalization Companies
|
|
|
While small and medium-sized issuers in which a Fund invests may
offer greater opportunities for capital appreciation than larger market
capitalization issuers, investments in such companies may involve
greater risks and thus may be considered speculative. For example,
smaller companies may have limited product lines, markets or
financial resources, or they may be dependent on a limited
management group. In addition, many small and mid-capitalization
company stocks trade less frequently and in smaller volume, and may
be subject to more abrupt or erratic price movements, than stocks of
larger companies. The securities of small and mid-capitalization
companies may also be more sensitive to market changes than the
securities of larger companies. When a Fund invests in small or mid-
capitalization companies, these factors may result in above-average
fluctuations in the NAV of the Fund
’
s shares. Therefore, a Fund
investing in such securities should be considered as a long-term
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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investment and not as a vehicle for seeking short-term profits. Similarly, an investment in a Fund
soley
investing in such securities
should not be considered a complete investment program.
Market capitalizations of companies in which the Funds invest are determined at the time of purchase.
|
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||
|
Unseasoned Companies
|
|
|
As a matter of operating policy, each Fund may invest to a limited extent in securities of unseasoned companies and new issues. The Adviser regards a company as unseasoned when, for example, it is relatively new to, or not yet well established in, its primary line of business. Such companies generally are smaller and younger than companies whose shares are traded on the major stock exchanges. Accordingly, their shares are often traded over-the-counter and their share prices may be more volatile than those of larger, exchange-listed companies. In order to avoid undue risks, the Fund will not invest more than 5% of its total assets in securities of any one company with a record of fewer than three years
’
continuous
operation (including that of predecessors).
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Foreign Investing
|
|
|
The Funds may invest in a broad range of securities of foreign
issuers, including equity, debt and convertible securities and foreign
government securities. The Funds may purchase the securities of
issuers from various countries, including countries commonly referred
to as
“
emerging markets.
”
The Funds 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. Foreign issuers may become subject to
sanctions imposed by the United States or another country, which
could result in the immediate freeze of the foreign issuers' assets. The
imposition of such sanctions could impair the market value of the
securities of such foreign issuers and limit a Fund's ability to buy, sell,
receive or deliver the securities. 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 a
Fund will not be registered with, nor will 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. Finally, the Funds may
encounter difficulty in obtaining and enforcing judgments against
issuers of foreign securities.
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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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 Funds
and which may not be recoverable by the Funds or their investors.
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.
Settlement procedures relating to the Funds
’
investments in foreign
securities and to the Funds
’
foreign currency exchange transactions
may be more complex than settlements with respect to investments in
debt or equity securities of U.S. issuers, and may involve certain risks
not present in the Funds
’
domestic investments. For example,
settlement of transactions involving foreign securities or foreign
currency may occur within a foreign country, and a Fund may be
required to accept or make delivery of the underlying securities or
currency in conformity with any applicable U.S. or foreign restrictions
or regulations, and may be required to pay any fees, taxes or charges
associated with such delivery. Such investments may also involve the
risk that an entity involved in the settlement may not meet its
obligations. Settlement procedures in many foreign countries are less
established than those in the United States, and some foreign country
settlement periods can be significantly longer than those in the United
States.
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Depositary Receipts
|
|
|
Each Fund permitted to hold foreign securities may also hold ADRs,
ADSs, GDRs and EDRs. ADRs and ADSs typically are issued by an
American bank or trust company and evidence ownership of
underlying securities issued by a foreign corporation. EDRs, which
are sometimes referred to as CDRs, are issued in Europe typically by
foreign banks and trust companies and evidence ownership of either
foreign or domestic securities. GDRs are similar to EDRs and are
designed for use in several international financial markets. Generally,
ADRs and ADSs in registered form are designed for use in United
States securities markets and EDRs in bearer form are designed for
use in European securities markets. For purposes of a Series
’
investment policies, its investments in ADRs, ADSs, GDRs and EDRs
will be deemed to be investments in the underlying foreign securities.
Depositary Receipts may be issued pursuant to sponsored or
unsponsored programs. In sponsored programs, an issuer has made
arrangements to have its securities traded in the form of Depositary
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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Receipts. In unsponsored programs, the issuer may not be directly involved in the creation of the program. Although regulatory requirements with respect to sponsored and unsponsored programs are generally similar, in some cases it may be easier to obtain financial information from an issuer that has participated in the creation of a sponsored program. Accordingly, there may be less information available regarding issuers of securities underlying unsponsored programs and there may not be a correlation between such information and the market value of the Depositary Receipts. For purposes of the Fund
’
s investment policies, investments in Depositary
Receipts will be deemed to be investments in the underlying securities. Thus, a Depositary Receipt representing ownership of common stock will be treated as common stock.
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
generally
depend on the performance of a foreign security denominated in its home currency. (The risks of foreign investing are addressed above in this section of the SAI under the heading
“
Foreign Investing.
”
) In
addition to risks associated with the underlying portfolio of securities, receipt holders also must consider credit standings of the custodians and broker/dealer sponsors. The receipts are not registered with the SEC and qualify as Rule 144A securities which may make them more difficult and costly to sell. (For information about Rule 144A securities, see
“
Illiquid and Restricted Securities
”
in this section of the SAI.)
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Emerging Market Securities
|
|
|
The Funds 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 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 a Fund
’
s subadviser 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 a Fund is
uninvested and no return is earned thereon. The inability of a Fund to
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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|
make intended security purchases due to settlement problems could
cause the Fund to miss attractive investment opportunities. Inability to
dispose of portfolio securities due to settlement problems could result
either in losses to the Fund due to subsequent declines in value of
portfolio securities or, if a Fund has 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.
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, a country could impose
temporary restrictions on foreign capital remittances, whether
because deterioration occurs in an emerging market
’
s balance of
payments or for other reasons. 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.
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|
Foreign Currency Transactions
|
|
|
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.
Further,
no
assurance can be given that currency exchange controls will not be
imposed on any particular currency at a later date.
As a result of its investments in foreign securities, a Fund 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 Fund
’
s
subadviser believes that the applicable rate is unfavorable at the time
the currencies are received or the Fund
’
s subadviser 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, a 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. A
Fund may hold foreign currency in anticipation of purchasing foreign
securities.
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Investment Technique
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Description and Risks
|
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Fund-Specific Limitations
|
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|
|
|
A Fund may also elect to take delivery of the currencies
’
underlying
options or forward contracts if, in the judgment of the Fund
’
s
subadviser, 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 a 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.
When a Fund effects foreign currency exchange transactions on a
spot (i.e., cash) basis at the spot rate prevailing in the foreign
exchange market, the Fund incurs expenses in converting assets
from one currency to another. A Fund may also effect other types of
foreign currency exchange transactions, which have their own risks
and costs. For information about such transactions, please see
“
Foreign Currency Forward Contracts, Futures and Options
”
under
“
Derivatives
”
in this section of the SAI.
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|
Foreign Investment Companies
|
|
|
Some of the countries in which the Funds may invest, may not permit, or may place economic restrictions on, direct investment by outside investors. Investments in such countries may be permitted only through foreign government-approved or -authorized investment vehicles, which may include other investment companies. These funds may also invest in other investment companies that invest in foreign securities. Investing through such vehicles may involve frequent or layered fees or expenses and may also be subject to limitation under the 1940 Act. As a shareholder of another investment company, the Fund would bear, along with other shareholders, its pro rata portion of the other investment company
’
s expenses, including
advisory fees. Those expenses would be in addition to the advisory and other expenses that the Fund bears directly in connection with its own operations. For additional information, see
“
Mutual Fund
Investing
”
in this section of the SAI.
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Privatizations
|
|
|
The governments of some foreign countries have been engaged in programs of selling part or all of their stakes in government owned or controlled enterprises (
“
privatizations
”
). Privatizations may offer
opportunities for significant capital appreciation. In certain foreign countries, the ability of foreign entities such as the Funds to participate in privatizations may be limited by local law, or the terms on which a Fund may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that foreign governments will continue to sell companies currently owned or controlled by them or that privatization programs will be successful.
|
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|
Funding Agreements
|
|
|
Each Fund may invest in funding agreements, which are insurance contracts between an investor and the issuing insurance company. For the issuer, they represent senior obligations under an insurance product. For the investor, and from a regulatory perspective, these agreements are treated as securities. These agreements, like other
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Investment Technique
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Description and Risks
|
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Fund-Specific Limitations
|
|
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|
|
|
insurance products, are backed by claims on the general assets of the issuing entity and rank on the same priority level as other policy holder claims. Funding agreements typically are issued with a one-year final maturity and a variable interest rate, which may adjust weekly, monthly, or quarterly. Some agreements carry a seven-day put feature. A funding agreement without this feature is considered illiquid and will therefore be subject to the Funds
’
limitations on investments
in illiquid securities. (See
“
Illiquid and Restricted Securities
”
in this
section of the SAI.) Funding agreements are regulated by the state insurance board of the state where they are executed.
|
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||
|
Guaranteed Investment Contracts
|
|
|
Each Fund may invest in GICs issued by U.S. and Canadian insurance companies. A GIC requires the investor to make cash contributions to a deposit fund of an insurance company
’
s general
account. The insurance company then makes payments to the investor based on negotiated, floating or fixed interest rates. A GIC is a general obligation of the issuing insurance company and not a separate account. The purchase price paid for a GIC becomes part of the general assets of the insurance company, and the contract is paid from the insurance company
’
s general assets. Generally, a GIC is not
assignable or transferable without the permission of the issuing insurance company, and an active secondary market in GICs does not currently exist. Therefore, these investments may be deemed to be illiquid, in which case they will be subject to the Funds
’
limitations
on investments in illiquid securities. (See
“
Illiquid and Restricted
Securities
”
in this section of the SAI.)
|
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|
Illiquid and Restricted Securities
|
|
|
Each Fund may invest up to 15% of its net assets in securities that are
considered illiquid. Historically, illiquid securities have included
securities subject to contractual or legal restrictions on resale
because they have not been registered under the 1933 Act (
“
restricted
securities
”
), securities that are otherwise not readily marketable, such
as over-the-counter options, and repurchase agreements not entitling
the holder to payment of principal in seven days. Such securities may
offer higher yields than comparable publicly traded securities, and
they also may incur higher risks.
Repurchase agreements, reverse repurchase agreements and time
deposits that do not provide for payment to the Fund within seven
days after notice or which have a term greater than seven days are
deemed illiquid securities for this purpose unless such securities are
variable amount master demand notes with maturities of nine months
or less or unless the Fund
’
s subadviser has determined that an
adequate trading market exists for such securities or that market
quotations are readily available.
The Funds may purchase Rule 144A securities sold to institutional
investors without registration under the 1933 Act and commercial
paper issued in reliance upon the exemption in Section 4(2) of the
1933 Act, for which an institutional market has developed. Institutional
investors depend on an efficient institutional market in which the
unregistered security can be readily resold or on the issuer
’
s ability to
honor a demand for repayment of the unregistered security.
Although the securities described in this section generally will be
considered illiquid, a security
’
s contractual or legal restrictions on
resale to the general public or to certain institutions may not be
indicative of the liquidity of the security and therefore these securities
may be determined to be liquid in accordance with guidelines
established by the
Board.
The Trustees have delegated to each
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Investment Technique
|
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|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
Fund
’
s subadviser the day-to-day determination of the liquidity of such
securities in the respective Fund
’
s portfolio, although they have
retained oversight and ultimate responsibility for such determinations.
Although no definite quality criteria are used, the Trustees have
directed the subadvisers 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)
availability of market quotations; and (iv) other permissible factors.
The Trustees monitor implementation of the guidelines on a periodic
basis.
If illiquid securities exceed 15% of a 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 relevant Fund
’
s subadviser 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 holding them to decline. A security that is determined by a
Fund
’
s subadviser to be liquid may subsequently revert to being
illiquid if not enough buyer interest exists.
Restricted 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. 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 their delegate.
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|
Leverage
|
|
|
Each Fund may employ investment techniques that create leverage,
either by using borrowed capital to increase the amount invested, or
investing in instruments, including derivatives, where the investment
loss can exceed the original amount invested. Certain investments or
trading strategies that involve leverage can result in losses that greatly
exceed the amount originally invested.
The SEC takes the position that transactions that have a leveraging
effect on the capital structure of a mutual fund or are economically
equivalent to borrowing can be viewed as constituting a form of
borrowing by the fund for purposes of the 1940 Act. These
transactions can include buying and selling certain derivatives (such
as futures contracts); selling (or writing) put and call options; engaging
in sale-buybacks; entering into firm-commitment and stand-by
commitment agreements; engaging in when-issued, delayed-delivery,
or forward-commitment transactions; and other similar trading
practices (additional discussion about a number of these transactions
can be found throughout this section of the SAI). As a result, when a
Fund enters into such transactions the transactions may be subject to
the same requirements and restrictions as borrowing. (See
“
Borrowing
”
below for additional information.)
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Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
The following are some of the Funds
’
permitted investment
techniques that are generally viewed as creating leverage for the Funds.
|
|
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||
|
Borrowing
|
|
|
A Fund
’
s ability to borrow money is limited by its investment policies
and limitations, by the 1940 Act, and by applicable exemptions, no-
action letters, interpretations, and other pronouncements issued from
time to time by the SEC and its staff or any other regulatory authority
with jurisdiction. Under the 1940 Act, a Fund is required to maintain
continuous asset coverage (that is, total assets including borrowings,
less liabilities exclusive of borrowings) of 300% of the amount
borrowed, with an exception for borrowings not in excess of 5% of the
Fund
’
s total assets made for temporary or emergency purposes. Any
borrowings for temporary purposes in excess of 5% of the Fund
’
s total
assets must maintain continuous asset coverage. If the 300% asset
coverage should decline as a result of market fluctuations or for other
reasons, a Fund may be required to sell some of its portfolio holdings
within three days (excluding Sundays and holidays) 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 will tend to exaggerate the effect on net asset value of any
increase or decrease in the market value of a Fund
’
s portfolio. Money
borrowed will be subject to interest costs that may or may not be
recovered by earnings on the securities purchased. A Fund also may
be required to maintain minimum average balances in connection with
a 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.
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Mortgage
“
Dollar-
Roll
”
Transactions
|
|
|
Each Fund may enter into mortgage
“
dollar-roll
”
transactions pursuant
to which it sells mortgage-backed securities for delivery in the future
and simultaneously contracts to repurchase substantially similar
securities on a specified future date. During the roll period, the Fund
foregoes principal and interest paid on the mortgage-backed
securities.
The Fund is compensated for the lost interest by the difference
between the current sales price and the lower price for the future
purchase (often referred to as the
“
drop
”
) as well as by the interest
earned on, and gains from, the investment of the cash proceeds of the
initial sale. The Fund may also be compensated by receipt of a
commitment fee. If the income and capital gains from the Fund
’
s
investment of the cash from the initial sale do not exceed the income,
capital appreciation and gain or loss that would have been realized on
the securities sold as part of the dollar roll, the use of this technique
will diminish the investment performance of the Fund compared with
what the performance would have been without the use of the dollar
roll.
Dollar-roll transactions involve the risk that the market value of the
securities the Fund is required to purchase may decline below the
agreed upon repurchase price of those securities. If the broker/dealer
to whom the Fund sells securities becomes insolvent, the Fund
’
s right
to purchase or repurchase securities may be restricted. Successful
use of dollar rolls may depend upon the Fund
’
s subadviser
’
s ability to
correctly predict interest rates and prepayments. There is no
assurance that dollar rolls can be successfully employed.
|
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|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
Reverse Repurchase Agreements
|
|
|
Reverse repurchase agreements are transactions in which the Fund
sells a security and simultaneously commits to repurchase that
security from the buyer, such as a bank or broker-dealer, at an agreed
upon price on an agreed upon future date. The resale price in a
reverse repurchase agreement reflects a market rate of interest that is
not related to the coupon rate or maturity of the sold security. For
certain demand agreements, there is no agreed upon repurchase
date and interest payments are calculated daily, often based upon the
prevailing overnight repurchase rate.
Generally, a reverse repurchase agreement enables the Fund to
recover for the term of the reverse repurchase agreement all or most
of the cash invested in the portfolio securities sold and to keep the
interest income associated with those portfolio securities. Such
transactions are only advantageous if the interest cost to the Fund of
the reverse repurchase transaction is less than the cost of obtaining
the cash otherwise. In addition, interest costs on the money received
in a reverse repurchase agreement may exceed the return received
on the investments made by the Fund with those monies. Using
reverse repurchase agreements to earn additional income involves
the risk that the interest earned on the invested proceeds is less than
the expense of the reverse repurchase agreement transaction.
Because reverse repurchase agreements are considered borrowing
under the 1940 Act, while
a reverse repurchase agreement is
outstanding, the Fund will maintain cash and appropriate liquid assets
equal to the prescribed amount (on a daily mark-to-market basis)
in a
segregated custodial account to cover its obligation under the
agreement. A Fund will enter into reverse repurchase agreements
only with parties that the Fund
’
s subadviser deems
creditworthy, but
such investments are still subject to the risks of leverage discussed
above.
|
|
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|
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|
Money Market Instruments
|
|
|
Each Fund may invest in money market instruments, which are high-quality short-term investments. The types of money market instruments most commonly acquired by the Funds are discussed below, although each Fund is also permitted to invest in other types of money market instruments to the extent consistent with the Fund
’
s
investment limitations and restrictions.
|
|
|
|
|
|
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.
|
|
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|
|
|
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. They generally may be withdrawn on demand but may be subject to early withdrawal penalties which could reduce the Fund
’
s yield. Deposits
subject to early withdrawal penalties or that mature in more than seven days are treated as illiquid securities if there is no readily available market for the securities.
|
|
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|
|
|
|
|
|
|
|
|
Investment Technique
|
|
|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
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.
|
|
|
|
|
|
Obligations of Foreign Banks and Foreign Branches of U.S. Banks
|
|
|
The money market instruments in which the Funds may invest include negotiable certificates of deposit, bankers
’
acceptances and time
deposits of foreign branches of U.S. banks, foreign banks and their non-U.S. branches (Eurodollars), U.S. branches and agencies of foreign banks (Yankee dollars), and wholly-owned banking-related subsidiaries of foreign banks. For the purposes of each Fund
’
s
investment policies with respect to money market instruments, obligations of foreign branches of U.S. banks and of foreign banks are obligations of the issuing bank and may be general obligations of the parent bank. Such obligations, however, may be limited by the terms of a specific obligation and by government regulation. As with investment in non-U.S. securities in general, investments in the obligations of foreign branches of U.S. banks and of foreign banks may subject a Fund to investment risks that are different in some respects from those of investments in obligations of domestic issuers.
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Time Deposits
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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.
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U.S. Government Obligations
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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 Bank of the United
States, Farmers Home Administration, Federal Housing
Administration, 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, FNMA, Federal Home Loan
Banks, 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, 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. Accordingly, although
these securities have historically involved little risk of loss of principal
if held to maturity, they may involve more risk than securities backed
by the full faith and credit of the U.S. Government because the Fund
must look principally to the agency or instrumentality issuing or
guaranteeing the securities for repayment and may not be able to
assert a claim against the United States if the agency or
instrumentality does not meet its commitment.
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Mutual Fund Investing
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Each Fund is authorized to invest in the securities of other investment
companies subject to the limitations contained in the 1940 Act.
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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Investment companies in which the Fund may invest may include
ETFs. An ETF is an investment company classified as an open-end
investment company or unit investment trust that is traded similarly to
a publicly traded company. Most ETFs seek to achieve the same
return as a particular market index. That type of ETF is similar to an
index fund in that it will primarily invest in the securities of companies
that are included in a selected market index. An index-based ETF will
invest in
all of the securities
included in the index,
a representative
sample of the securities included in the
index, or other investments
expected to produce returns substantially similar to that of the
index.
Other types of ETFs include leveraged or inverse ETFs, which are
ETFs that seek to achieve a daily return that is a multiple or an inverse
multiple of the daily return of a securities index. An important
characteristic of these ETFs is that they seek to achieve their stated
objectives on a daily basis, and their performance over longer periods
of time can differ significantly from the multiple or inverse multiple of
the index performance over those longer periods of time. ETFs also
include actively managed ETFs that pursue active management
strategies and publish their portfolio holdings on a
frequent
basis.
In connection with the management of its daily cash positions, each
Fund may invest in securities issued by investment companies that
invest in short-term debt securities (which may include municipal
obligations that are exempt from Federal income taxes) and that seek
to maintain a $1.00 NAV per share.
In certain countries, investments by the Funds 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.
(See
“
Foreign Investment Companies
”
under
“
Foreign Investing
”
in
this section of the SAI.)
Under the 1940 Act, a Series may not own more than 3% of the
outstanding voting stock of an investment company, invest more than
5% of its total assets in any one investment company, or invest more
than 10% of its total assets in the securities of investment companies.
In some instances, a Series may invest in an investment company in
excess of these limits; for instance, with respect to investments in
money market funds or investments made pursuant to an exemptive
order granted by the SEC. Many ETFs have obtained exemptive relief
from the SEC to permit unaffiliated funds to invest in the ETF
’
s shares
beyond the statutory limitations discussed above, subject to certain
conditions. The Series may rely on these exemptive orders to invest in
unaffiliated ETFs. In addition to this, the Trust has obtained exemptive
relief permitting the Series to exceed the limitations with respect to
investments in affiliated and unaffiliated funds that are not themselves
funds of funds, subject to certain conditions.
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 investments (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.
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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Certain investment companies in which the Funds may invest may be
considered commodity pools under the CEA and applicable CFTC
regulations. If a Fund invests in such an investment company, the
Fund will be required to treat some or all of its holding of the
investment company
’
s shares as a commodity interest for the
purposes of determining whether the Fund is qualified to claim
exclusion or exemption from regulation by the CFTC. (See
“
Commodity Interests
”
in this section of the SAI for additional
information regarding the implications to the Funds of investing in
commodity interests.)
Investors in each Fund should recognize that when a Fund invests in
another investment company, the Fund will 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.
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Real Estate Investment Trusts (REITs)
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|
Each Fund may invest in 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.
REITs can generally be classified as follows:
•
•
•
REITs are like closed-end investment companies in that they are essentially holding companies. An investor should realize that by investing in REITs indirectly through the Fund, he will bear not only his proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the underlying REITs. (See
“
Mutual Fund
Investing
”
in this section of the SAI.)
Selecting REITs requires an evaluation of the merits of each type of asset a particular REIT owns, as well as regional and local economics. Due to the proliferation of REITs in recent years and the relative lack of sophistication of certain REIT managers, the quality of REIT assets has varied significantly. The risks associated with REITs are similar to those associated with the direct ownership of real estate. 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.
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Investment Technique
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|
Description and Risks
|
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|
Fund-Specific Limitations
|
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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 for tax-free status of income 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 regulated investment company. (See the
“
Dividends,
Distributions and Taxes
”
section of the SAI.)
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Repurchase Agreements
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|
Each Fund may enter into repurchase agreements by which the Fund
purchases portfolio securities subject to the seller
’
s agreement to
repurchase them at a mutually agreed upon time and price. 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.
A repurchase agreement must be collateralized by obligations that
could otherwise be purchased by the Fund (except with respect to
maturity), and these must be maintained by the seller in a segregated
account for the Fund. The value of such collateral will be monitored
throughout the term of the repurchase agreement in an attempt to
ensure that the market value of the collateral always equals or
exceeds the repurchase price (including accrued interest). If the value
of the collateral dips below such repurchase price, additional collateral
will be requested and, when received, added to the account to
maintain full collateralization.
Repurchase agreements will be entered into with commercial banks,
brokers and dealers considered by the relevant Fund
’
s subadviser to
be creditworthy. However, the use of repurchase agreements involves
certain risks such as default by, or insolvency of, the other party to the
transaction. The Fund also might incur disposition costs in connection
with liquidating the underlying securities or enforcing its rights.
Typically, repurchase agreements are in effect for one week or less,
but they may be in effect for longer periods of time.
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Repurchase agreements of more than seven days
’
duration are subject to each Fund
’
s limitation
on investments in illiquid securities, which means that no more than 15% of the market value of a Fund
’
s total assets
may be invested in repurchase agreements with a maturity of more than seven days and in other illiquid securities.
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Securities Lending
|
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|
Subject to certain investment restrictions, each Fund may, subject to
the Trustees
’
and Trust Treasurer
’
s approval, lend securities from its
portfolio to brokers, dealers and financial institutions deemed
creditworthy and receive, as collateral, cash or cash equivalents
which at all times while the loan is outstanding will be maintained in
amounts equal to at least 100% of the current market value of the
loaned securities. Any cash collateral will be invested in short-term
securities that will increase the current income of the Fund lending its
securities. A Fund will have the right to regain record ownership of
loaned securities to exercise beneficial rights such as voting rights
and subscription rights. While a securities loan is outstanding, the
Fund is to receive an amount equal to any dividends, interest or other
distributions with respect to the loaned securities. A Fund may pay
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Investment Technique
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Description and Risks
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Fund-Specific Limitations
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reasonable fees to persons unaffiliated with the Trust for services in
arranging such loans.
Even though securities lending usually does not impose market risks
on the lending Fund, 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. In addition, the value of the collateral taken as security for
the securities loaned may decline in value or may be difficult to
convert to cash in the event that a Fund must rely on the collateral to
recover the value of the securities. Moreover, if the borrower of the
securities is insolvent, under current bankruptcy law, the Fund could
be ordered by a court not to liquidate the collateral for an
indeterminate period of time. If the borrower is the subject of
insolvency proceedings and the collateral held might not be liquidated,
the result could be a material adverse impact on the liquidity of the
lending Fund.
No Fund will lend securities having a value in excess of 33 1/3% of its
assets, including collateral received for loaned securities (valued at
the time of any loan).
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Short Sales
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|
Each 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 a 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. 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. All other short sales are
commonly referred to as
“
naked
”
short sales.
When a 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.
If a Fund sells securities short against the box, it may protect
unrealized gains, but will lose the opportunity to profit on such
securities if the price rises. If a Fund engages in naked short sales, the
Fund
’
s risk of loss could be as much as the maximum attainable price
of the security (which could be limitless) less the price paid by the
Fund for the security at the time it was borrowed.
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The Foreign Opportunities Fund may engage in short sales against the box without limitation. However, if this Fund engages in naked short sales transactions, the total market value of all of its 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.)
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Special Situations
|
|
|
Each Fund may invest in special situations that the Fund
’
s subadviser
believes present opportunities for capital growth. Such situations most
typically include corporate restructurings, mergers, and tender offers.
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Investment Technique
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Description and Risks
|
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Fund-Specific Limitations
|
|
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|
|
|
A special situation arises when, in the opinion of the Fund
’
s
subadviser, the securities of a particular company will, within a reasonably estimable period of time, be accorded market recognition at an appreciated value solely by reason of a development particularly or uniquely applicable to that company and regardless of general business conditions or movements of the market as a whole. Developments creating special situations might include, among others, the following: liquidations, reorganizations, recapitalizations, mergers, or tender offers; material litigation or resolution thereof; technological breakthroughs; and new management or management policies. Although large and well-known companies may be involved, special situations often involve much greater risk than is inherent in ordinary investment securities.
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|
Temporary Investments
|
|
|
When business or financial conditions warrant, each Fund may
assume a temporary defensive position by investing in money-market
instruments, including obligations of the U.S. Government and its
agencies and instrumentalities, obligations of foreign sovereigns,
other debt securities, commercial paper including bank obligations,
certificates of deposit (including Eurodollar certificates of deposit) and
repurchase agreements. (See
“
Money Market Instruments
”
in this
section of the SAI for more information about these types of
investments.)
For temporary defensive purposes, during periods in which a Fund
’
s
subadviser believes adverse changes in economic, financial or
political conditions make it advisable, the Fund may reduce its
holdings in equity and other securities and may invest up to 100% of
its assets in certain short-term (less than twelve months to maturity)
and medium-term (not greater than five years to maturity) debt
securities and in cash (U.S. dollars, foreign currencies, or
multicurrency units). The short-term and medium-term debt securities
in which a Fund may invest for temporary defensive purposes will be
those that the Fund
’
s subadviser believes to be of high quality (i.e.,
subject to relatively low risk of loss of interest or principal). If rated,
these securities will be rated in one of the three highest rating
categories by rating services such as Moody
’
s or S&P (i.e., rated at
least A).
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The AlphaSector
®
Funds generally do not expect to assume temporary defensive positions, as their investment strategies under normal circumstances are designed to be appropriate for short-term negative business or financial conditions.
|
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Warrants or Rights to Purchase Securities
|
|
|
Each Fund may invest in or acquire warrants or rights to purchase
equity or fixed income securities at a specified price during a specific
period of time. A Fund will make such investments only if the
underlying securities are deemed appropriate by the Fund
’
s
subadviser for inclusion in the Fund
’
s portfolio. Included are warrants
and rights whose underlying securities are not traded on principal
domestic or foreign exchanges. Warrants and stock rights are almost
identical to call options in their nature, use and effect except that they
are issued by the issuer of the underlying security, rather than an
option writer, and they generally have longer expiration dates than call
options. (See
“
Options
”
in this section of the SAI for information about
call options.)
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.
However, unlike convertible securities and preferred stocks, warrants
do not pay a fixed dividend. 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 a Fund holding
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Investment Technique
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Description and Risks
|
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Fund-Specific Limitations
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|
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|
such warrants 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.
A Fund may purchase put warrants and call warrants whose values
vary depending on the change in the value of one or more specified
securities indices (
“
index warrants
”
). Index warrants are generally
issued by banks or other financial institutions and give the holder the
right, at any time during the term of the warrant, to receive upon
exercise of the warrant a A Fund may purchase put warrants and call
warrants whose values vary depending on the change in the value of
one or more specified securities indices (
“
index warrants
”
). Index
warrants are generally issued by banks or other financial institutions
and give the holder the right, at any time during the term of the
warrant, to receive upon exercise of the warrant a cash payment from
the issuer based on the value of the underlying index at the time of
exercise. In general, if the value of the underlying index rises above
the exercise price of the index warrant, the holder of a call warrant will
be entitled to receive a cash payment from the issuer upon exercise
based on the difference between the value of the index and the
exercise price of the warrant; if the value of the underlying index falls,
the holder of a put warrant will be entitled to receive a cash payment
from the issuer upon exercise based on the difference between the
exercise price of the warrant and the value of the index. The holder of
a warrant would not be entitled to any payments from the issuer at any
time when, in the case of a call warrant, the exercise price is greater
than the value of the underlying index or, in the case of a put warrant,
the exercise price is less than the value of the underlying index. If a
Fund were not to exercise an index warrant prior to its expiration, then
the Fund would lose When-Issued and Delayed Delivery Transactions
the amount of the purchase price paid by it for the warrant.
A Fund will normally use index warrants in a manner similar to its use
of options on securities indices. The risks of the Fund
’
s use of index
warrants are generally similar to those relating to its use of index
options. (See
“
Options
”
in this section of the SAI for information about
index options.) Unlike most index options, however, index warrants
are issued in limited amounts and are not obligations of a regulated
clearing agency, but are backed only by the credit of the bank or other
institution which issues the warrant. Also, index warrants generally
have longer terms than index options. Although a Fund will normally
invest only in exchange-listed warrants, index warrants are not likely
to be as liquid as certain index options backed by a recognized
clearing agency. In addition, the terms of index warrants may limit a
Fund
’
s ability to exercise the warrants at such time, or in such
quantities, as the Fund would otherwise wish to do.
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|
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
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Investment Technique
|
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|
Description and Risks
|
|
|
Fund-Specific Limitations
|
|
---|---|---|---|---|---|---|---|---|
|
|
|
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. However, the Fund will not earn interest on securities
it has committed to purchase until they are paid for and received. A
seller
’
s failure to deliver securities to the Fund could prevent the Fund
from realizing a price or yield considered to be advantageous and
could cause the Fund to incur expenses associated with unwinding
the transaction.
When a 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 Funds 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, a Fund may dispose of
or renegotiate a commitment after it is entered into. A 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 a 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.
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|
Name 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
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
McClellan, Hassell H.
YOB: 1945
|
|
|
Served since 2015.
|
|
|
58
|
|
|
Retired.
Professor (1984 to 2013),
Wallace E. Carroll School of
Management, Boston College.
|
|
|
Trustee, (since 2005), John Hancock Fund Complex (collectively, 234 portfolios); Trustee (since 2008), Virtus Variable Insurance Trust (9 portfolios); Director (since 2010), Barnes Group, Inc. (diversified global components manufacturer and logistical services company); and Trustee (since 2015), Virtus Mutual Fund Complex (46 portfolios).
|
|
|
McLoughlin, Philip
Chairman
YOB: 1946
|
|
|
Served since 1999.
|
|
|
67
|
|
|
Partner (since 2006 to 2010), Cross Pond Partners, LLC (strategy consulting firm); and Partner (2008 to 2010), SeaCap Partners, LLC (investment management).
|
|
|
Director (since 1991) and Chairman (since 2010), World Trust Fund (closed-end investment firm in Luxembourg); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (4 portfolios); Chairman (since 2002) and Trustee (since 1999), Virtus Mutual Fund Complex (49 portfolios); Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (9 portfolios); Trustee/Director and Chairman (since 2011), Virtus Closed-End Funds (3 portfolios); and Trustee and Chairman (since 2013), Virtus Alternative Solutions Trust (4 portfolios).
|
|
|
McNamara, Geraldine M.
YOB: 1951
|
|
|
Served since 2001.
|
|
|
62
|
|
|
Retired.
|
|
|
Trustee (since 2001), Virtus Mutual Fund Complex (49 portfolios); and Director (since 2003), and closed-end funds managed by Duff & Phelps Investment Management Co. (4 portfolios).
|
|
|
|
|
|
|
|
|
|
|
|
|
Name 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
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Oates, James M.
YOB: 1946
|
|
|
Served since 2000.
|
|
|
56
|
|
|
Managing Director (since 1994), Wydown Group (consulting firm).
|
|
|
Trustee (since 1987), Virtus Mutual Fund Complex (49 portfolios); Director (since 1996), Stifel Financial; Director (1998 to 2014), Connecticut River Bancorp; Chairman and Director (1999 to 2014), Connecticut River Bank; Chairman (since 2000), Emerson Investment Management, Inc.; Director (2002 to 2014), New Hampshire Trust Company; Chairman and Trustee (since 2005), John Hancock Fund Complex (228 portfolios); Non-Executive Chairman (2007 to 2011), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services); Trustee/Director (since 2013), Virtus Closed-End Funds (3 portfolios); and Trustee (since 2013), Virtus Alternative Solutions Trust (4 portfolios).
|
|
|
Segerson, Richard E.
YOB: 1946
|
|
|
Served since 2000.
|
|
|
49
|
|
|
Retired.
|
|
|
Trustee (since 1993), Virtus Mutual Fund Complex (49 portfolios); and Managing Director (since 1998), Northway Management Company.
|
|
|
Verdonck, Ferdinand L.J.
YOB: 1942
|
|
|
Served since 2005.
|
|
|
49
|
|
|
Director (since 1998), The J.P. Morgan European Investment Trust; Director (since 2005), Galapagos N.V. (biotechnology); and Mr. Verdonck is also a director of several non-U.S. companies.
|
|
|
Trustee (since 2002), Virtus Mutual Fund Complex (49 portfolios).
|
|
|
|
|
|
|
|
|
|
|
|
|
Name 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
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Aylward, George R.
**
YOB: 1964
|
|
|
Served since 2006.
|
|
|
64
|
|
|
Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions with Virtus affiliates (since 2005).
|
|
|
Trustee (since 2006), Virtus Mutual Funds (46 portfolios); Chairman, President and Chief Executive Officer (since 2006), The Zweig Closed-End Funds (2 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (9 portfolios); Trustee and President (since 2011), Virtus Closed-End Funds (3 portfolios); Director (since 2013), Virtus Global Funds, PLC (2 portfolios); and Trustee (since 2013), Virtus Alternative Solutions Trust (4 portfolios).
|
|
|
|
|
|
|
|
|
|
|
|
|
Name, Address and Year of Birth
|
|
|
Position(s) Held with the Trust and Length of Time Served
|
|
|
Principal Occupation(s) During Past 5 Years
|
|
---|---|---|---|---|---|---|---|---|
|
Bradley, W. Patrick
YOB: 1972
|
|
|
Senior Vice President (since 2013), Vice President (2011 to 2013), 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; Senior Vice President (since 2013), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2004), Virtus Variable Insurance Trust; Senior Vice President (since 2013), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2006), Virtus Mutual Fund Complex; Senior Vice President (since 2013), Vice President (2012 to 2013) and Treasurer (Chief Financial Officer) (since 2007), The Zweig Closed-End Funds; Senior Vice President (since 2013), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2011), Virtus Closed-End Funds; Vice President and Assistant Treasurer (since 2011), Duff & Phelps Global Utility Income Fund Inc.; Director (since 2013), Virtus Global Funds, PLC; and Senior Vice President, Chief Financial Officer and Treasurer (since 2013), Virtus Alternative Solutions Trust.
|
|
|
|
|
|
|
|
|
Name, Address and Year of Birth
|
|
|
Position(s) Held with the Trust and Length of Time Served
|
|
|
Principal Occupation(s) During Past 5 Years
|
|
---|---|---|---|---|---|---|---|---|
|
Carr, Kevin J.
YOB: 1954
|
|
|
Senior Vice President (since 2013), Vice President (2005 to 2013), 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; Senior Vice President (since 2013), Vice President (2005 to 2013), Chief Legal Officer, Counsel and Secretary (since 2005), Virtus Mutual Fund Complex; Senior Vice President (2013 to 2014), Vice President (2012 to 2013) and Assistant Secretary (since 2012), Secretary and Chief Legal Officer (2005 to 2012), The Zweig Closed-End Funds; Assistant Secretary (since 2013), Vice President, Chief Legal Officer, Counsel and Secretary (2010 to 2013), Virtus Variable Insurance Trust; Vice President and Assistant Secretary (since 2011), Duff & Phelps Global Utility Income Fund Inc.; Senior Vice President and Assistant Secretary (2013 to 2014), Vice President and Assistant Secretary (2012 to 2013), Vice President, Chief Legal Officer, Counsel and Secretary (2011 to 2012), Virtus Closed-End Funds; and Assistant Secretary (since 2013), Virtus Alternative Solutions Trust.
|
|
|
Engberg, Nancy J.
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 and Chief Compliance Officer (since 2011), Virtus Mutual Fund Complex; Vice President (since 2010), Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Vice President and Chief Compliance Officer (since 2011), Virtus Closed-End Funds; Vice President and Chief Compliance Officer (since 2012), The Zweig Closed-End Funds; and Vice President and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Trust.
|
|
|
Waltman, Francis G.
YOB: 1962
|
|
|
Executive Vice President (since 2013), Senior Vice President (2008 to 2013).
|
|
|
Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions (since 2006) with Virtus affiliates; Executive Vice President (since 2013), Senior Vice President (2008 to 2013), Virtus Mutual Fund Complex; Executive Vice President (since 2013), Senior Vice President (2010 to 2013), Virtus Variable Insurance Trust; Executive Vice President (since 2013), Senior Vice President (2011 to 2013), Virtus Closed-End Funds; Director (since 2013), Virtus Global Funds PLC; and Executive Vice President (since 2013), Virtus Alternative Solutions Trust.
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
Dollar Range of Equity Securities in a Fund of the Trust
|
|
|
Aggregate Dollar Range of Trustee Ownership in all Funds Overseen by Trustee in Family of Investment Companies
|
|
---|---|---|---|---|---|---|---|---|
|
Hassell H. McClellan
|
|
|
None
|
|
|
None
|
|
|
|
|
|
|
|
|
Independent Trustees
|
|
|
Dollar Range of Equity Securities in a Fund of the Trust
|
|
|
Aggregate Dollar Range of Trustee Ownership in all Funds Overseen by Trustee in Family of Investment Companies
|
|
---|---|---|---|---|---|---|---|---|
|
Philip McLoughlin
|
|
|
AlphaSector
®
Rotation Fund
–
$10,001-$50,000
EM Debt Fund
–
$1-$10,000
EM Equity Income Fund
–
$10,001-$50,000
Foreign Opportunities Fund
–
$10,001-$50,000
Global Dividend Fund
–
$10,001-$50,000
Herzfeld Fund
–
$1-$10,000
International Real Estate Fund
–
$1-$10,000
International Wealth Masters Fund
–
$10,001-$50,000
Multi-Sector Short Term Bond Fund
–
$10,001-$50,000
Premium AlphaSector Fund
–
$10,001-$50,000
Real Estate Fund
–
$50,001-$100,000
Senior Floating Rate Fund
–
$1-$10,000
|
|
|
Over $100,000
|
|
|
Geraldine M. McNamara
|
|
|
Foreign Opportunities Fund
–
$50,001-$100,000
Global Dividend Fund
–
Over $100,000
Multi-Sector Short Term Bond Fund
–
over $100,000
Real Estate Fund
–
$50,001-$100,000
Senior Floating Rate Fund
–
$10,001-$50,000
|
|
|
Over $100,000
|
|
|
James M. Oates
|
|
|
Foreign Opportunities Fund
–
$50,001-$100,000
Global Dividend Fund
–
$10,001-$50,000
Global Opportunities Fund
–
$10,001-$50,000
Herzfeld Fund
–
$50,001-$100,000
International Equity Fund
–
$10,001-$50,000
Wealth Masters Fund
–
$10,001-$50,000
|
|
|
Over $100,000
|
|
|
Richard E. Segerson
|
|
|
Dynamic AlphaSector Fund
–
$1-$10,000
Foreign Opportunities Fund
–
$10,001-$50,000
Multi-Sector Short Term Bond Fund
–
$10,001-$50,000
Premium AlphaSector Fund
–
$10,001-$50,000
Real Estate Fund
–
$10,001-$50,000
|
|
|
Over $100,000
|
|
|
Ferdinand L.J. Verdonck
|
|
|
Foreign Opportunities Fund
–
$10,001-$50,000
Global Dividend Fund
–
$10,001-$50,000
Multi-Sector Intermediate Bond Fund
–
$10,001-$50,000
Real Estate Fund
–
$1-$10,000
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
Interested Trustee
|
|
|
|
|
|
||
---|---|---|---|---|---|---|---|---|
|
George R. Aylward
|
|
|
Alternatives Diversifier Fund
–
$10,001-$50,000
Bond Fund
–
$1-$10,000
Foreign Opportunities Fund
–
$10,001-$50,000
Global Dividend Fund
–
$10,001-$50,000
Global Opportunities Fund
–
$1-$10,000
Herzfeld Fund
–
$10,001-$50,000
High Yield Fund
–
$10,001-$50,000
Multi-Sector Intermediate Bond Fund
–
$1-$10,000
Multi-Sector Short Term Bond Fund
–
$50,001-$100,000
Premium AlphaSector Fund
–
$10,001-$50,000
Real Estate Fund
–
$10,001-$50,000
|
|
|
Over $100,000
|
|
|
|
|
|
|
|
|
|
|
Aggregate Compensation from Trust
|
|
|
Total Compensation From Trust and Fund Complex Paid to Trustees
|
|
|
---|---|---|---|---|---|---|---|---|
|
Independent Trustees
|
|
| | | | | |
|
Philip R. McLoughlin
|
|
|
$229,556
|
|
|
$683,000 (68 funds)
|
|
|
Geraldine M. McNamara
|
|
|
$146,171
|
|
|
$299,000 (52 funds)
|
|
|
James M. Oates
|
|
|
$156,423
|
|
|
$362,000 (55 funds)
|
|
|
Richard E. Segerson
|
|
|
$144,899
|
|
|
$213,000 (48 funds)
|
|
|
Ferdinand L.J. Verdonck
|
|
|
$139,999
|
|
|
$206,000 (48 funds)
|
|
|
Interested Trustee
|
|
| | | | | |
|
George R. Aylward
|
|
|
None
|
|
|
None
|
|
|
|
|
|
|
|
|
Series
|
|
|
Investment Advisory Fee
|
|
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Alternatives Diversifier
|
|
|
0.00%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Essential Resources
Fund
|
|
|
1.10%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
|
|
|
Investment Advisory Fee
|
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
1
st
$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 Intermediate 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%
|
|
|
|
|
|
|
|
1
st
$2 Billion
|
|
|
$2+ Billion through $4 Billion
|
|
|
$4+ Billion
|
|
|
|
||
|
Allocator Premium AlphaSector
®
Fund
|
|
|
1.10%
|
|
|
1.05%
|
|
|
1.00%
|
|
|
|
|
|
Disciplined Country Fund
|
|
|
1.10%
|
|
|
1.05%
|
|
|
1.00%
|
|
|
|
|
|
Disciplined Bond Fund
|
|
|
0.80%
|
|
|
0.75%
|
|
|
0.70%
|
|
|
|
|
|
Disciplined Equity Style 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%
|
|
|
|
|
|
Low Volatility Fund
|
|
|
0.95%
|
|
|
0.90%
|
|
|
0.85%
|
|
|
|
|
|
|
|
|
|
1
st
$1 Billion
|
|
|
$1+ Billion
|
|
|
|
|||
|
AlphaSector
®
Rotation Fund
|
|
|
|
|
0.45%
|
|
|
0.40%
|
|
|
|
||
|
Bond Fund
|
|
|
|
|
0.45%
|
|
|
0.40%
|
|
|
|
||
|
Dynamic AlphaSector
®
Fund
*
|
|
|
|
|
1.50%
|
|
|
1.40%
|
|
|
|
||
|
EM Debt Fund
|
|
|
|
|
0.75%
|
|
|
0.70%
|
|
|
|
||
|
EM Equity Income Fund
|
|
|
|
|
1.05%
|
|
|
1.00%
|
|
|
|
||
|
EM Small-Cap Fund
|
|
|
|
|
1.20%
|
|
|
1.15%
|
|
|
|
||
|
Greater European Fund
|
|
|
|
|
0.85%
|
|
|
0.80%
|
|
|
|
||
|
Herzfeld Fund
|
|
|
|
|
1.00%
|
|
|
0.95%
|
|
|
|
||
|
International Small-Cap Fund
|
|
|
|
|
1.00%
|
|
|
0.95%
|
|
|
|
||
|
International Wealth Masters Fund
|
|
|
|
|
0.90%
|
|
|
0.85%
|
|
|
|
||
|
Wealth Masters Fund
|
|
|
|
|
0.85%
|
|
|
0.80%
|
|
|
|
||
|
|
|
1
st
$10 Billion
|
|
|
$10+ Billion
|
|
|
|
|
|
|||
|
Premium AlphaSector
®
Fund
|
|
|
1.10%
|
|
|
1.05%
|
|
|
|
|
|
||
|
|
|
1
st
$1 Billion
|
|
|
$1+ Billion through $2 Billion
|
|
|
$2+ Billion through $10 Billion
|
|
|
$10+ Billion
|
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
0.55%
|
|
|
0.50%
|
|
|
0.45%
|
|
|
0.425%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Type
(1)
|
|
|
Class A
|
|
|
Class B
|
|
|
Class C
|
|
|
Class I
|
|
|
Class R6
|
|
|
Class T
|
|
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Allocator Premium AlphaSector
®
Fund
|
|
|
V
|
|
|
1.75%
|
|
|
N/A
|
|
|
2.50%
|
|
|
1.50%
|
|
|
N/A
|
|
|
N/A
|
|
|
Bond Fund
|
|
|
V
|
|
|
0.85%
|
|
|
1.60%
|
|
|
1.60%
|
|
|
0.60%
|
|
|
N/A
|
|
|
N/A
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
V
|
|
|
0.85%
|
|
|
N/A
|
|
|
N/A
|
|
|
0.60%
|
|
|
N/A
|
|
|
N/A
|
|
|
Disciplined Bond Fund
|
|
|
V
|
|
|
1.40%
|
|
|
N/A
|
|
|
2.15%
|
|
|
1.15%
|
|
|
N/A
|
|
|
N/A
|
|
|
Disciplined Country Fund
|
|
|
V
|
|
|
1.70%
|
|
|
N/A
|
|
|
2.45%
|
|
|
1.45%
|
|
|
N/A
|
|
|
N/A
|
|
|
Disciplined Equity Fund
|
|
|
V
|
|
|
1.60%
|
|
|
N/A
|
|
|
2.35%
|
|
|
1.35%
|
|
|
N/A
|
|
|
N/A
|
|
|
EM Debt Fund
|
|
|
V
|
|
|
1.35%
|
|
|
N/A
|
|
|
2.10%
|
|
|
1.10%
|
|
|
N/A
|
|
|
N/A
|
|
|
EM Equity Income Fund
|
|
|
V
|
|
|
1.75%
|
|
|
N/A
|
|
|
2.50%
|
|
|
1.50%
|
|
|
N/A
|
|
|
N/A
|
|
|
EM Small-Cap Fund
|
|
|
V
|
|
|
1.85%
|
|
|
N/A
|
|
|
2.60%
|
|
|
1.60%
|
|
|
N/A
|
|
|
N/A
|
|
|
Essential Resources Fund
|
|
|
C
(4)
|
|
|
1.65%
|
|
|
N/A
|
|
|
2.40%
|
|
|
1.40%
|
|
|
N/A
|
|
|
N/A
|
|
|
Global Commodities Fund
|
|
|
V
|
|
|
1.65%
|
|
|
N/A
|
|
|
2.40%
|
|
|
1.40%
|
|
|
N/A
|
|
|
N/A
|
|
|
Global Opportunities Fund
|
|
|
V
|
|
|
1.55%
|
|
|
2.30%
|
|
|
2.30%
|
|
|
1.30%
|
|
|
N/A
|
|
|
N/A
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
V
|
|
|
1.75%
|
|
|
N/A
|
|
|
2.50%
|
|
|
1.50%
|
|
|
N/A
|
|
|
N/A
|
|
|
Global Real Estate Fund
|
|
|
V
|
|
|
1.40%
|
|
|
N/A
|
|
|
2.15%
|
|
|
1.15%
|
|
|
N/A
|
|
|
N/A
|
|
|
Greater European Fund
|
|
|
V
|
|
|
1.45%
|
|
|
N/A
|
|
|
2.20%
|
|
|
1.20%
|
|
|
N/A
|
|
|
N/A
|
|
|
Herzfeld Fund
|
|
|
V
|
|
|
1.60%
|
|
|
N/A
|
|
|
2.35%
|
|
|
1.35%
|
|
|
N/A
|
|
|
N/A
|
|
|
High Yield Fund
|
|
|
V
|
|
|
1.15%
|
|
|
1.90%
|
|
|
1.90%
|
|
|
0.90%
|
|
|
N/A
|
|
|
N/A
|
|
|
International Equity Fund
|
|
|
V
|
|
|
1.50%
|
|
|
N/A
|
|
|
2.25%
|
|
|
1.25%
|
|
|
N/A
|
|
|
N/A
|
|
|
International Real Estate Fund
|
|
|
V
|
|
|
1.50%
|
|
|
N/A
|
|
|
2.25%
|
|
|
1.25%
|
|
|
N/A
|
|
|
N/A
|
|
|
International Small-Cap Fund
|
|
|
V
|
|
|
1.60%
|
|
|
N/A
|
|
|
2.35%
|
|
|
1.35%
|
|
|
1.32%
|
|
|
N/A
|
|
|
International Wealth Masters Fund
|
|
|
C
(3)
|
|
|
1.55%
|
|
|
N/A
|
|
|
2.30%
|
|
|
1.30%
|
|
|
N/A
|
|
|
N/A
|
|
|
Low Volatility Equity Fund
|
|
|
V
|
|
|
1.55%
|
|
|
N/A
|
|
|
2.30%
|
|
|
1.30%
|
|
|
N/A
|
|
|
N/A
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
V
|
|
|
1.10%
|
|
|
1.60%
|
|
|
1.35%
|
|
|
0.85%
|
|
|
N/A
|
|
|
1.85%
|
|
|
Premium AlphaSector
®
Fund
|
|
|
V
|
|
|
1.70%
|
|
|
N/A
|
|
|
2.45%
|
|
|
1.45%
|
|
|
1.38%
|
|
|
N/A
|
|
|
Senior Floating Rate Fund
(2)
|
|
|
V
|
|
|
1.20%
|
|
|
N/A
|
|
|
1.95%
|
|
|
0.95%
|
|
|
N/A
|
|
|
N/A
|
|
|
Wealth Masters Fund
|
|
|
V
|
|
|
1.45%
|
|
|
N/A
|
|
|
2.20%
|
|
|
1.20%
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Advisory Fee ($)
|
|
|
Advisory Fee Waived and/or Expenses Reimbursed ($)
|
|
|
Net Advisory Fee ($)
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Fund
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
||||||||||||||||||||||||||||||||||||
|
Allocator Premium AlphaSector
®
Fund
|
|
|
|
|
2,186,507
|
|
|
|
|
|
|
5,042,988
|
|
|
|
|
|
|
7,913,586
|
|
|
|
|
|
|
(53,064
|
)
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
2,239,571
|
|
|
|
|
|
|
5,042,988
|
|
|
|
|
|
|
7,913,586
|
|
|
|
|
AlphaSector
®
Rotation Fund
|
|
|
|
|
2,039,690
|
|
|
|
|
|
|
2,418,021
|
|
|
|
|
|
|
3,671,100
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
2,039,690
|
|
|
|
|
|
|
2,418,021
|
|
|
|
|
|
|
3,671,100
|
|
|
|
|
Alternatives Diversifier Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
347,779
|
|
|
|
|
|
|
75,069
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(347,779
|
)
|
|
|
|
|
|
(75,069
|
)
|
|
|
|
|
|
N/A
|
|
|
|
|
Bond Fund
|
|
|
|
|
688,431
|
|
|
|
|
|
|
459,077
|
|
|
|
|
|
|
361,464
|
|
|
|
|
|
|
263,119
|
|
|
|
|
|
|
222,422
|
|
|
|
|
|
|
197,383
|
|
|
|
|
|
|
425,312
|
|
|
|
|
|
|
236,655
|
|
|
|
|
|
|
164,081
|
|
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
|
|
261,354
|
|
|
|
|
|
|
241,206
|
|
|
|
|
|
|
187,631
|
|
|
|
|
|
|
111,586
|
|
|
|
|
|
|
99,886
|
|
|
|
|
|
|
102,965
|
|
|
|
|
|
|
149,768
|
|
|
|
|
|
|
141,323
|
|
|
|
|
|
|
84,666
|
|
|
|
|
Disciplined Equity Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
9,970
|
|
|
|
|
|
|
18,912
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
63,772
|
|
|
|
|
|
|
64,108
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(53,802
|
)
|
|
|
|
|
|
(45,196
|
)
|
|
|
|
Disciplined Bond Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
6,416
|
|
|
|
|
|
|
8,383
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
64,221
|
|
|
|
|
|
|
64,771
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(57,805
|
)
|
|
|
|
|
|
(56,388
|
)
|
|
|
|
Disciplined Country Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
9,491
|
|
|
|
|
|
|
14,965
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
63,838
|
|
|
|
|
|
|
64,253
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(54,347
|
)
|
|
|
|
|
|
(49,288
|
)
|
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
|
|
1,323,525
|
|
|
|
|
|
|
14,733,478
|
|
|
|
|
|
|
43,440,364
|
|
|
|
|
|
|
204,807
|
|
|
|
|
|
|
793,976
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
1,118,718
|
|
|
|
|
|
|
13,939,502
|
|
|
|
|
|
|
43,440,364
|
|
|
|
|
EM Debt Fund
|
|
|
|
|
12,359
|
|
|
|
|
|
|
209,569
|
|
|
|
|
|
|
225,525
|
|
|
|
|
|
|
35,312
|
|
|
|
|
|
|
63,649
|
|
|
|
|
|
|
40,094
|
|
|
|
|
|
|
(22,953
|
)
|
|
|
|
|
|
145,920
|
|
|
|
|
|
|
185,431
|
|
|
|
|
EM Equity Income Fund
|
|
|
|
|
3,615
|
|
|
|
|
|
|
74,141
|
|
|
|
|
|
|
698,005
|
|
|
|
|
|
|
29,374
|
|
|
|
|
|
|
95,377
|
|
|
|
|
|
|
13,063
|
|
|
|
|
|
|
(25,759
|
)
|
|
|
|
|
|
21,236
|
|
|
|
|
|
|
684,942
|
|
|
|
|
EM Small-Cap Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
31,545
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
79,695
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(48,150
|
)
|
|
|
|
Foreign Opportunities Fund
|
|
|
|
|
9,211,639
|
|
|
|
|
|
|
12,823,198
|
|
|
|
|
|
|
16,102,721
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
9,211,639
|
|
|
|
|
|
|
12,823,198
|
|
|
|
|
|
|
16,102,721
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Advisory Fee ($)
|
|
|
Advisory Fee Waived and/or Expenses Reimbursed ($)
|
|
|
Net Advisory Fee ($)
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Fund
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
||||||||||||||||||||||||||||||||||||
|
Global Commodities Fund
|
|
|
|
|
194,749
|
|
|
|
|
|
|
243,961
|
|
|
|
|
|
|
243,153
|
|
|
|
|
|
|
37,616
|
|
|
|
|
|
|
54,180
|
|
|
|
|
|
|
35.510
|
|
|
|
|
|
|
157,133
|
|
|
|
|
|
|
189,781
|
|
|
|
|
|
|
207,643
|
|
|
|
|
Global Dividend Fund
|
|
|
|
|
498,259
|
|
|
|
|
|
|
791,485
|
|
|
|
|
|
|
929,987
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
498,259
|
|
|
|
|
|
|
791,485
|
|
|
|
|
|
|
929,987
|
|
|
|
|
Global Opportunities Fund
|
|
|
|
|
688,357
|
|
|
|
|
|
|
903,383
|
|
|
|
|
|
|
1,005,754
|
|
|
|
|
|
|
4,881
|
|
|
|
|
|
|
(56,144
|
)
|
|
|
|
|
|
(24,815
|
)
|
|
|
|
|
|
683,476
|
|
|
|
|
|
|
(959,527
|
)
|
|
|
|
|
|
1,030,569
|
|
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
|
|
717,424
|
|
|
|
|
|
|
1,107,451
|
|
|
|
|
|
|
2,214,660
|
|
|
|
|
|
|
12,314
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
705,110
|
|
|
|
|
|
|
1,107,451
|
|
|
|
|
|
|
2,214,660
|
|
|
|
|
Global Real Estate Fund
|
|
|
|
|
92,550
|
|
|
|
|
|
|
295,391
|
|
|
|
|
|
|
398,371
|
|
|
|
|
|
|
98,341
|
|
|
|
|
|
|
90,145
|
|
|
|
|
|
|
79,379
|
|
|
|
|
|
|
(5,791
|
)
|
|
|
|
|
|
205,246
|
|
|
|
|
|
|
318,992
|
|
|
|
|
Greater European Fund
|
|
|
|
|
48,448
|
|
|
|
|
|
|
96,791
|
|
|
|
|
|
|
432,063
|
|
|
|
|
|
|
78,232
|
|
|
|
|
|
|
87,476
|
|
|
|
|
|
|
79,818
|
|
|
|
|
|
|
(29,784
|
)
|
|
|
|
|
|
9,315
|
|
|
|
|
|
|
352,245
|
|
|
|
|
Herzfeld Fund
|
|
|
|
|
667
|
|
|
|
|
|
|
49,034
|
|
|
|
|
|
|
161,708
|
|
|
|
|
|
|
24,723
|
|
|
|
|
|
|
67,663
|
|
|
|
|
|
|
55,653
|
|
|
|
|
|
|
(24,056
|
)
|
|
|
|
|
|
(18,629
|
)
|
|
|
|
|
|
106,055
|
|
|
|
|
High Yield Fund
|
|
|
|
|
626,684
|
|
|
|
|
|
|
672,085
|
|
|
|
|
|
|
589,524
|
|
|
|
|
|
|
159,003
|
|
|
|
|
|
|
161,344
|
|
|
|
|
|
|
149,806
|
|
|
|
|
|
|
467,681
|
|
|
|
|
|
|
510,741
|
|
|
|
|
|
|
439,718
|
|
|
|
|
International Equity Fund
|
|
|
|
|
170,435
|
|
|
|
|
|
|
194,205
|
|
|
|
|
|
|
68,067
|
|
|
|
|
|
|
50,850
|
|
|
|
|
|
|
66,903
|
|
|
|
|
|
|
74,200
|
|
|
|
|
|
|
119,585
|
|
|
|
|
|
|
127,302
|
|
|
|
|
|
|
(6,133
|
)
|
|
|
|
International Real Estate Fund
|
|
|
|
|
280,462
|
|
|
|
|
|
|
388,317
|
|
|
|
|
|
|
436,457
|
|
|
|
|
|
|
95,730
|
|
|
|
|
|
|
95,019
|
|
|
|
|
|
|
99,999
|
|
|
|
|
|
|
184,732
|
|
|
|
|
|
|
293,298
|
|
|
|
|
|
|
336,458
|
|
|
|
|
International Small-Cap Fund
|
|
|
|
|
1,999
|
|
|
|
|
|
|
96,179
|
|
|
|
|
|
|
432,063
|
|
|
|
|
|
|
30,068
|
|
|
|
|
|
|
84,361
|
|
|
|
|
|
|
60,034
|
|
|
|
|
|
|
(28,069
|
)
|
|
|
|
|
|
11,548
|
|
|
|
|
|
|
372,029
|
|
|
|
|
Low Volatility Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
4,498
|
|
|
|
|
|
|
18,636
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
29,374
|
|
|
|
|
|
|
81,438
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(24,876
|
)
|
|
|
|
|
|
(62,802
|
)
|
|
|
|
Multi-Sector Intermediate Bond Fund
|
|
|
|
|
1,699,037
|
|
|
|
|
|
|
2,353,736
|
|
|
|
|
|
|
2,001,508
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
1,699,037
|
|
|
|
|
|
|
2,353,736
|
|
|
|
|
|
|
2,001,508
|
|
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
|
|
25,176,631
|
|
|
|
|
|
|
36,323,212
|
|
|
|
|
|
|
40,406,445
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
25,176,631
|
|
|
|
|
|
|
36,323,212
|
|
|
|
|
|
|
40,406,445
|
|
|
|
|
Premium AlphaSector
®
Fund
|
|
|
|
|
32,571,304
|
|
|
|
|
|
|
48,240,325
|
|
|
|
|
|
|
80,240,592
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
32,571,304
|
|
|
|
|
|
|
48,240,325
|
|
|
|
|
|
|
80,240,592
|
|
|
|
|
Real Estate Fund
|
|
|
|
|
8,916,412
|
|
|
|
|
|
|
10,113,100
|
|
|
|
|
|
|
10,618,109
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
8,916,412
|
|
|
|
|
|
|
10,113,100
|
|
|
|
|
|
|
10,618,109
|
|
|
|
|
Senior Floating Rate Fund
|
|
|
|
|
2,469,900
|
|
|
|
|
|
|
3,858,787
|
|
|
|
|
|
|
6,085,858
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
2,469,900
|
|
|
|
|
|
|
3,858,787
|
|
|
|
|
|
|
6,085,858
|
|
|
|
|
Wealth Masters Fund
|
|
|
|
|
578
|
|
|
|
|
|
|
31,634
|
|
|
|
|
|
|
902,867
|
|
|
|
|
|
|
29,419
|
|
|
|
|
|
|
96,102
|
|
|
|
|
|
|
8,041
|
|
|
|
|
|
|
(28,841
|
)
|
|
|
|
|
|
(64,468
|
)
|
|
|
|
|
|
894,826
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Subadvisory Fee
|
|
---|---|---|---|---|---|
|
Allocator Premium AlphaSector
®
Fund
|
|
|
20% of the net advisory fee
|
|
|
Alternatives Diversifier Fund
|
|
|
0.00% of net assets
|
|
|
AlphaSector
®
Rotation Fund
|
|
|
20% of the net advisory fee
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
20% of the net advisory fee
|
|
|
Global Premium AlphaSector
®
|
|
|
20% of the net advisory fee
|
|
|
International Equity Fund
|
|
|
50% of the net advisor fee
|
|
|
Premium AlphaSector
®
Fund
|
|
|
20% of the net advisory fee
|
|
|
|
|
|
|
Fund
|
|
|
Subadvisory Fee
|
|
---|---|---|---|---|---|
|
Allocator Premium AlphaSector
®
Fund
|
|
|
50% of the net advisory fee
|
|
|
Global Premium AlphaSector
®
|
|
|
50% of the net advisory fee
|
|
|
Premium AlphaSector
®
Fund
|
|
|
50% of the net advisory fee
|
|
|
|
|
|
|
|
|
Subadvisory Fee
|
|
||||
---|---|---|---|---|---|---|---|---|
|
|
|
1
st
$1 Billion
|
|
|
Over $1 Billion
|
|
|
|
Virtus AlphaSector
®
Rotation Fund
|
|
|
0.20%
|
|
|
0.175%
|
|
|
|
|
|
|
|
|
|
|
Gross Subadvisory Fee ($)
|
|
|
Subadvisory Fee Waived and/or Expenses Reimbursed ($)
|
|
|
Net Subadvisory Fee ($)
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Fund
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
||||||||||||||||||||||||||||||||||||
|
Allocator Premium AlphaSector
®
|
|
|
|
|
1,530,555
|
|
|
|
|
|
|
3,530,091
|
|
|
|
|
|
|
5,539,510
|
|
|
|
|
|
|
(37,145
|
)
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
1,567,700
|
|
|
|
|
|
|
3,530,091
|
|
|
|
|
|
|
5,539,510
|
|
|
|
|
AlphaSector
®
Rotation Fund
|
|
|
|
|
1,427,783
|
|
|
|
|
|
|
1,692,615
|
|
|
|
|
|
|
2,365,820
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
1,427,783
|
|
|
|
|
|
|
1,692,615
|
|
|
|
|
|
|
2,365,820
|
|
|
|
|
Alternatives Diversifier Fund
|
|
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
173,890
|
|
|
|
|
|
|
37,535
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
(173,890
|
)
|
|
|
|
|
|
(37,535
|
)
|
|
|
|
|
|
0
|
|
|
|
|
Bond Fund
|
|
|
|
|
344,037
|
|
|
|
|
|
|
229,539
|
|
|
|
|
|
|
180,732
|
|
|
|
|
|
|
131,560
|
|
|
|
|
|
|
111,211
|
|
|
|
|
|
|
98,691
|
|
|
|
|
|
|
212,657
|
|
|
|
|
|
|
118,328
|
|
|
|
|
|
|
82,041
|
|
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
|
|
130,677
|
|
|
|
|
|
|
120,603
|
|
|
|
|
|
|
93,816
|
|
|
|
|
|
|
55,934
|
|
|
|
|
|
|
49,943
|
|
|
|
|
|
|
51,483
|
|
|
|
|
|
|
74,743
|
|
|
|
|
|
|
70,660
|
|
|
|
|
|
|
42,333
|
|
|
|
|
Disciplined Equity Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
4,985
|
|
|
|
|
|
|
9,456
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
31,886
|
|
|
|
|
|
|
32,054
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(26,901
|
)
|
|
|
|
|
|
(22,598
|
)
|
|
|
|
Disciplined Bond Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
3,209
|
|
|
|
|
|
|
4,192
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
32,110
|
|
|
|
|
|
|
32,385
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(28,901
|
)
|
|
|
|
|
|
(28,194
|
)
|
|
|
|
Disciplined Country Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
4,746
|
|
|
|
|
|
|
7,482
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
31,919
|
|
|
|
|
|
|
32,126
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(27,174
|
)
|
|
|
|
|
|
(24,645
|
)
|
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
|
|
930,533
|
|
|
|
|
|
|
10,804,501
|
|
|
|
|
|
|
31,854,819
|
|
|
|
|
|
|
133,263
|
|
|
|
|
|
|
582,246
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
797,270
|
|
|
|
|
|
|
10,222,255
|
|
|
|
|
|
|
31,854,819
|
|
|
|
|
EM Debt Fund
|
|
|
|
|
6,180
|
|
|
|
|
|
|
104,785
|
|
|
|
|
|
|
112,762
|
|
|
|
|
|
|
17,656
|
|
|
|
|
|
|
31,824
|
|
|
|
|
|
|
20,047
|
|
|
|
|
|
|
(11,477
|
)
|
|
|
|
|
|
72,961
|
|
|
|
|
|
|
92,716
|
|
|
|
|
EM Equity Income Fund
|
|
|
|
|
1,808
|
|
|
|
|
|
|
37,071
|
|
|
|
|
|
|
349,002
|
|
|
|
|
|
|
14,687
|
|
|
|
|
|
|
47,689
|
|
|
|
|
|
|
6,531
|
|
|
|
|
|
|
(12,880
|
)
|
|
|
|
|
|
(10,618
|
)
|
|
|
|
|
|
342,471
|
|
|
|
|
EM Small-Cap Fund
|
|
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
15,658
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
39,847
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
(24,189
|
)
|
|
|
|
Foreign Opportunities Fund
|
|
|
|
|
4,605,820
|
|
|
|
|
|
|
6,411,599
|
|
|
|
|
|
|
8,051,360
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
4,605,820
|
|
|
|
|
|
|
6,411,599
|
|
|
|
|
|
|
8,051,360
|
|
|
|
|
Global Commodities Fund
|
|
|
|
|
97,375
|
|
|
|
|
|
|
121,981
|
|
|
|
|
|
|
121,576
|
|
|
|
|
|
|
18,808
|
|
|
|
|
|
|
27,090
|
|
|
|
|
|
|
17,755
|
|
|
|
|
|
|
78,567
|
|
|
|
|
|
|
94,891
|
|
|
|
|
|
|
103,821
|
|
|
|
|
Global Dividend Fund
|
|
|
|
|
249,130
|
|
|
|
|
|
|
395,743
|
|
|
|
|
|
|
464,994
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
249,130
|
|
|
|
|
|
|
395,743
|
|
|
|
|
|
|
464,994
|
|
|
|
|
Global Opportunities Fund
|
|
|
|
|
344,179
|
|
|
|
|
|
|
451,692
|
|
|
|
|
|
|
502,877
|
|
|
|
|
|
|
2,441
|
|
|
|
|
|
|
(28,071
|
)
|
|
|
|
|
|
0
|
|
|
|
|
|
|
341,738
|
|
|
|
|
|
|
479,763
|
|
|
|
|
|
|
502,877
|
|
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
|
|
502,197
|
|
|
|
|
|
|
775,216
|
|
|
|
|
|
|
1,550,262
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(27,559
|
)
|
|
|
|
|
|
(22,766
|
)
|
|
|
|
|
|
502,197
|
|
|
|
|
|
|
802,775
|
|
|
|
|
|
|
1,573,028
|
|
|
|
|
Global Real Estate Fund
|
|
|
|
|
46,275
|
|
|
|
|
|
|
147,695
|
|
|
|
|
|
|
199,186
|
|
|
|
|
|
|
49,171
|
|
|
|
|
|
|
45,073
|
|
|
|
|
|
|
39,689
|
|
|
|
|
|
|
(2,896
|
)
|
|
|
|
|
|
102,623
|
|
|
|
|
|
|
159,496
|
|
|
|
|
Greater European Fund
|
|
|
|
|
24,224
|
|
|
|
|
|
|
48,395
|
|
|
|
|
|
|
72,668
|
|
|
|
|
|
|
39,116
|
|
|
|
|
|
|
43,738
|
|
|
|
|
|
|
39,908
|
|
|
|
|
|
|
(14,892
|
)
|
|
|
|
|
|
4,657
|
|
|
|
|
|
|
32,760
|
|
|
|
|
Herzfeld Fund
|
|
|
|
|
334
|
|
|
|
|
|
|
24,517
|
|
|
|
|
|
|
80,854
|
|
|
|
|
|
|
12,362
|
|
|
|
|
|
|
33,832
|
|
|
|
|
|
|
27,826
|
|
|
|
|
|
|
(12,028
|
)
|
|
|
|
|
|
(9,314
|
)
|
|
|
|
|
|
53,028
|
|
|
|
|
High Yield Fund
|
|
|
|
|
313,342
|
|
|
|
|
|
|
336,042
|
|
|
|
|
|
|
294,762
|
|
|
|
|
|
|
79,502
|
|
|
|
|
|
|
80,672
|
|
|
|
|
|
|
74,903
|
|
|
|
|
|
|
233,841
|
|
|
|
|
|
|
255,370
|
|
|
|
|
|
|
219,859
|
|
|
|
|
International Equity Fund
|
|
|
|
|
85,218
|
|
|
|
|
|
|
97,102
|
|
|
|
|
|
|
34,033
|
|
|
|
|
|
|
25,425
|
|
|
|
|
|
|
33,452
|
|
|
|
|
|
|
37,100
|
|
|
|
|
|
|
59,793
|
|
|
|
|
|
|
63,651
|
|
|
|
|
|
|
(3,067
|
)
|
|
|
|
International Real Estate Fund
|
|
|
|
|
140,231
|
|
|
|
|
|
|
194,158
|
|
|
|
|
|
|
218,229
|
|
|
|
|
|
|
47,865
|
|
|
|
|
|
|
47,510
|
|
|
|
|
|
|
50,000
|
|
|
|
|
|
|
92,366
|
|
|
|
|
|
|
146,649
|
|
|
|
|
|
|
168,229
|
|
|
|
|
International Small-Cap Fund
|
|
|
|
|
1,000
|
|
|
|
|
|
|
48,090
|
|
|
|
|
|
|
216,038
|
|
|
|
|
|
|
15,034
|
|
|
|
|
|
|
42,316
|
|
|
|
|
|
|
30,017
|
|
|
|
|
|
|
(14,035
|
)
|
|
|
|
|
|
5,774
|
|
|
|
|
|
|
186,021
|
|
|
|
|
Virtus Low Volatility Equity Fund
|
|
|
|
|
222,318
|
|
|
|
|
|
|
259,569
|
|
|
|
|
|
|
9,318
|
|
|
|
|
|
|
78,747
|
|
|
|
|
|
|
97,968
|
|
|
|
|
|
|
40,719
|
|
|
|
|
|
|
143,571
|
|
|
|
|
|
|
161,601
|
|
|
|
|
|
|
(31,401
|
)
|
|
|
|
Multi-Sector Intermediate Bond Fund
|
|
|
|
|
849,519
|
|
|
|
|
|
|
1,176,868
|
|
|
|
|
|
|
1,000,754
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
849,519
|
|
|
|
|
|
|
1,176,868
|
|
|
|
|
|
|
1,000,754
|
|
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
|
|
12,588,316
|
|
|
|
|
|
|
18,161,606
|
|
|
|
|
|
|
20,203,222
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
12,588,316
|
|
|
|
|
|
|
18,161,606
|
|
|
|
|
|
|
20,203,222
|
|
|
|
|
Premium AlphaSector
®
Fund
|
|
|
|
|
22,799,913
|
|
|
|
|
|
|
33,768,227
|
|
|
|
|
|
|
56,168,415
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
22,799,913
|
|
|
|
|
|
|
33,768,227
|
|
|
|
|
|
|
56,168,415
|
|
|
|
|
Real Estate Fund
|
|
|
|
|
4,458,206
|
|
|
|
|
|
|
5,056,550
|
|
|
|
|
|
|
5,309,054
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
4,458,206
|
|
|
|
|
|
|
5,056,550
|
|
|
|
|
|
|
5,309,054
|
|
|
|
|
Senior Floating Rate Fund
|
|
|
|
|
1,234,950
|
|
|
|
|
|
|
1,929,394
|
|
|
|
|
|
|
3,042,929
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
1,234,950
|
|
|
|
|
|
|
1,929,394
|
|
|
|
|
|
|
3,042,929
|
|
|
|
|
Wealth Masters Fund
|
|
|
|
|
289
|
|
|
|
|
|
|
15,817
|
|
|
|
|
|
|
451,433
|
|
|
|
|
|
|
14,710
|
|
|
|
|
|
|
48,051
|
|
|
|
|
|
|
4,021
|
|
|
|
|
|
|
(14,421
|
)
|
|
|
|
|
|
(32,234
|
)
|
|
|
|
|
|
447,413
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First $15 billion
|
|
|
0.10%
|
|
|
$15+ billion to $30 billion
|
|
|
0.095%
|
|
|
$30+ billion to $50 billion
|
|
|
0.09%
|
|
|
Greater than $50 billion
|
|
|
0.085%
|
|
|
|
|
|
|
|
|
Administration Fee ($)
|
|
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Fund
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
||||||||||||
|
Allocator Premium AlphaSector
®
|
|
|
|
|
187,005
|
|
|
|
|
|
|
435,239
|
|
|
|
|
|
|
682,046
|
|
|
|
|
AlphaSector
®
Rotation Fund
|
|
|
|
|
435,013
|
|
|
|
|
|
|
511,396
|
|
|
|
|
|
|
774,285
|
|
|
|
|
Alternatives Diversified Fund
|
|
|
|
|
162,345
|
|
|
|
|
|
|
174,830
|
|
|
|
|
|
|
154,925
|
|
|
|
|
Bond Fund
|
|
|
|
|
142,586
|
|
|
|
|
|
|
91,938
|
|
|
|
|
|
|
70,412
|
|
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
|
|
49,960
|
|
|
|
|
|
|
45,240
|
|
|
|
|
|
|
33,441
|
|
|
|
|
Disciplined Equity Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
2,149
|
|
|
|
|
|
|
(4,646
|
)
|
|
|
|
Disciplined Bond Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
2,336
|
|
|
|
|
|
|
(5,453
|
)
|
|
|
|
Disciplined Country Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
2,277
|
|
|
|
|
|
|
(5,154
|
)
|
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
|
|
63,935
|
|
|
|
|
|
|
746,821
|
|
|
|
|
|
|
2,391,118
|
|
|
|
|
EM Debt Fund
|
|
|
|
|
558
|
|
|
|
|
|
|
18,976
|
|
|
|
|
|
|
22,321
|
|
|
|
|
EM Equity Income Fund
|
|
|
|
|
(705
|
)
|
|
|
|
|
|
(1,157
|
)
|
|
|
|
|
|
57,181
|
|
|
|
|
EM Small-Cap Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
0
|
|
|
|
|
|
|
(591
|
)
|
|
|
|
Foreign Opportunities Fund
|
|
|
|
|
1,049,301
|
|
|
|
|
|
|
1,447,144
|
|
|
|
|
|
|
1,806,480
|
|
|
|
|
Global Commodities Fund
|
|
|
|
|
12,625
|
|
|
|
|
|
|
17,058
|
|
|
|
|
|
|
16,812
|
|
|
|
|
Global Dividend Fund
|
|
|
|
|
68,191
|
|
|
|
|
|
|
110,867
|
|
|
|
|
|
|
130,463
|
|
|
|
|
Global Opportunities Fund
|
|
|
|
|
72,408
|
|
|
|
|
|
|
95,996
|
|
|
|
|
|
|
106,779
|
|
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
|
|
57,237
|
|
|
|
|
|
|
90,527
|
|
|
|
|
|
|
186,233
|
|
|
|
|
Global Real Estate Fund
|
|
|
|
|
4,111
|
|
|
|
|
|
|
27,009
|
|
|
|
|
|
|
38,396
|
|
|
|
|
Greater European Fund
|
|
|
|
|
(1,079
|
)
|
|
|
|
|
|
4,512
|
|
|
|
|
|
|
9,907
|
|
|
|
|
Herzfeld Fund
|
|
|
|
|
(974
|
)
|
|
|
|
|
|
(3,247
|
)
|
|
|
|
|
|
9,021
|
|
|
|
|
High Yield Fund
|
|
|
|
|
87,399
|
|
|
|
|
|
|
93,268
|
|
|
|
|
|
|
80,337
|
|
|
|
|
International Equity Fund
|
|
|
|
|
12,991
|
|
|
|
|
|
|
15,592
|
|
|
|
|
|
|
1,209
|
|
|
|
|
International Real Estate Fund
|
|
|
|
|
20,798
|
|
|
|
|
|
|
30,968
|
|
|
|
|
|
|
35,313
|
|
|
|
|
International Small-Cap Fund
|
|
|
|
|
(845
|
)
|
|
|
|
|
|
1,294
|
|
|
|
|
|
|
34,900
|
|
|
|
|
Low Volatility Equity Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
(1,700
|
)
|
|
|
|
|
|
(4,578
|
)
|
|
|
|
Multi-Sector Intermediate Bond Fund
|
|
|
|
|
294,491
|
|
|
|
|
|
|
406,166
|
|
|
|
|
|
|
341,791
|
|
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
|
|
5,120,428
|
|
|
|
|
|
|
7,452,147
|
|
|
|
|
|
|
8,267,518
|
|
|
|
|
Premium AlphaSector
®
Fund
|
|
|
|
|
2,879,722
|
|
|
|
|
|
|
4,218,734
|
|
|
|
|
|
|
6,974,654
|
|
|
|
|
Real Estate Fund
|
|
|
|
|
1,165,056
|
|
|
|
|
|
|
1,317,470
|
|
|
|
|
|
|
1,376,862
|
|
|
|
|
Senior Floating Rate Fund
|
|
|
|
|
394,557
|
|
|
|
|
|
|
612,883
|
|
|
|
|
|
|
966,314
|
|
|
|
|
Wealth Masters Fund
|
|
|
|
|
(973
|
)
|
|
|
|
|
|
(4,382
|
)
|
|
|
|
|
|
95,211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First $15 billion
|
|
|
0.0325%
|
|
|
$15+ billion to $30 billion
|
|
|
0.0225%
|
|
|
$30+ billion to $50 billion
|
|
|
0.0075%
|
|
|
Greater than $50 billion
|
|
|
0.005%
|
|
|
|
|
|
|
|
|
Aggregate Underwriting Commissions($)
|
|
|
Amount Retained by the Distributors($)
|
|
|
Amount Reallowed($)
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|||||||||||||||||||||||||||||||||||||
|
Allocator Premium AlphaSector
®
Fund
|
|
|
|
|
1,151,003
|
|
|
|
|
|
|
1,344,970
|
|
|
|
|
|
|
2,991,013
|
|
|
|
|
|
|
146,841
|
|
|
|
|
|
|
207,789
|
|
|
|
|
|
|
251,776
|
|
|
|
|
|
|
1,004,162
|
|
|
|
|
|
|
1,137,181
|
|
|
|
|
|
|
2,739,237
|
|
|
|
|
AlphaSector
®
Rotation Fund
|
|
|
|
|
381,053
|
|
|
|
|
|
|
716,534
|
|
|
|
|
|
|
1,227,951
|
|
|
|
|
|
|
49,431
|
|
|
|
|
|
|
102,469
|
|
|
|
|
|
|
190,110
|
|
|
|
|
|
|
331,622
|
|
|
|
|
|
|
614,065
|
|
|
|
|
|
|
1,037,841
|
|
|
|
|
Alternatives Diversifier Fund
|
|
|
|
|
73,148
|
|
|
|
|
|
|
59,290
|
|
|
|
|
|
|
201,493
|
|
|
|
|
|
|
8,656
|
|
|
|
|
|
|
8,765
|
|
|
|
|
|
|
4,494
|
|
|
|
|
|
|
64,492
|
|
|
|
|
|
|
50,525
|
|
|
|
|
|
|
196,999
|
|
|
|
|
Bond Fund
|
|
|
|
|
43,005
|
|
|
|
|
|
|
56,262
|
|
|
|
|
|
|
323,276
|
|
|
|
|
|
|
5,908
|
|
|
|
|
|
|
10,332
|
|
|
|
|
|
|
6,669
|
|
|
|
|
|
|
37,097
|
|
|
|
|
|
|
45,930
|
|
|
|
|
|
|
316,607
|
|
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
|
|
2,000
|
|
|
|
|
|
|
12,990
|
|
|
|
|
|
|
25,766
|
|
|
|
|
|
|
232
|
|
|
|
|
|
|
11,846
|
|
|
|
|
|
|
158
|
|
|
|
|
|
|
1,768
|
|
|
|
|
|
|
1,144
|
|
|
|
|
|
|
25,608
|
|
|
|
|
Disciplined Equity Fund
|
|
|
|
|
—
|
|
|
|
|
|
|
8
|
|
|
|
|
|
|
18,997
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
1
|
|
|
|
|
|
|
121
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
7
|
|
|
|
|
|
|
18,876
|
|
|
|
|
Disciplined Bond Fund
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
868
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
24
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
844
|
|
|
|
|
Disciplined Country Fund
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
3,447
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
424
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
3,023
|
|
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
|
|
578,546
|
|
|
|
|
|
|
2,548,069
|
|
|
|
|
|
|
847,889
|
|
|
|
|
|
|
54,667
|
|
|
|
|
|
|
298,816
|
|
|
|
|
|
|
572,847
|
|
|
|
|
|
|
523,879
|
|
|
|
|
|
|
2,249,253
|
|
|
|
|
|
|
275,042
|
|
|
|
|
EM Debt Fund
|
|
|
|
|
—
|
|
|
|
|
|
|
20,522
|
|
|
|
|
|
|
55,746
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
2,410
|
|
|
|
|
|
|
1,211
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
18,112
|
|
|
|
|
|
|
54,535
|
|
|
|
|
EM Equity Fund
|
|
|
|
|
—
|
|
|
|
|
|
|
12,200
|
|
|
|
|
|
|
38,326
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
1,121
|
|
|
|
|
|
|
827
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
11,079
|
|
|
|
|
|
|
37,499
|
|
|
|
|
EM Small-Cap Fund
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
3.508
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
472
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
3,036
|
|
|
|
|
Foreign Opportunities Fund
|
|
|
|
|
153,691
|
|
|
|
|
|
|
1,018,212
|
|
|
|
|
|
|
8,953,742
|
|
|
|
|
|
|
23,315
|
|
|
|
|
|
|
111,080
|
|
|
|
|
|
|
75,881
|
|
|
|
|
|
|
130,376
|
|
|
|
|
|
|
907,132
|
|
|
|
|
|
|
8,877,861
|
|
|
|
|
Global Commodities Fund
|
|
|
|
|
1,777
|
|
|
|
|
|
|
8,811
|
|
|
|
|
|
|
4,215
|
|
|
|
|
|
|
232
|
|
|
|
|
|
|
1,082
|
|
|
|
|
|
|
529
|
|
|
|
|
|
|
1,545
|
|
|
|
|
|
|
7,729
|
|
|
|
|
|
|
3,686
|
|
|
|
|
Global Dividend Fund
|
|
|
|
|
181,508
|
|
|
|
|
|
|
421,103
|
|
|
|
|
|
|
34,511
|
|
|
|
|
|
|
25,012
|
|
|
|
|
|
|
51,890
|
|
|
|
|
|
|
33,365
|
|
|
|
|
|
|
156,496
|
|
|
|
|
|
|
369,213
|
|
|
|
|
|
|
1,146
|
|
|
|
|
Global Opportunities Fund
|
|
|
|
|
183,701
|
|
|
|
|
|
|
52,930
|
|
|
|
|
|
|
11,736
|
|
|
|
|
|
|
5,069
|
|
|
|
|
|
|
7,144
|
|
|
|
|
|
|
6,586
|
|
|
|
|
|
|
178,632
|
|
|
|
|
|
|
45,786
|
|
|
|
|
|
|
5,150
|
|
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
|
|
122,092
|
|
|
|
|
|
|
202,827
|
|
|
|
|
|
|
47,748
|
|
|
|
|
|
|
16,166
|
|
|
|
|
|
|
28,950
|
|
|
|
|
|
|
38,912
|
|
|
|
|
|
|
105,926
|
|
|
|
|
|
|
173,877
|
|
|
|
|
|
|
8,836
|
|
|
|
|
Global Real Estate Fund
|
|
|
|
|
46,468
|
|
|
|
|
|
|
55,289
|
|
|
|
|
|
|
31,894
|
|
|
|
|
|
|
5,805
|
|
|
|
|
|
|
7,811
|
|
|
|
|
|
|
8,981
|
|
|
|
|
|
|
40,663
|
|
|
|
|
|
|
47,478
|
|
|
|
|
|
|
22,913
|
|
|
|
|
Greater European Fund
|
|
|
|
|
5,426
|
|
|
|
|
|
|
66,160
|
|
|
|
|
|
|
15,676
|
|
|
|
|
|
|
722
|
|
|
|
|
|
|
8,860
|
|
|
|
|
|
|
5,539
|
|
|
|
|
|
|
4,704
|
|
|
|
|
|
|
57,300
|
|
|
|
|
|
|
10,137
|
|
|
|
|
Herzfeld Fund
|
|
|
|
|
200
|
|
|
|
|
|
|
46,636
|
|
|
|
|
|
|
1,212,423
|
|
|
|
|
|
|
25
|
|
|
|
|
|
|
4,611
|
|
|
|
|
|
|
5,257
|
|
|
|
|
|
|
175
|
|
|
|
|
|
|
42,025
|
|
|
|
|
|
|
1,207,166
|
|
|
|
|
High Yield Fund
|
|
|
|
|
60,499
|
|
|
|
|
|
|
43,198
|
|
|
|
|
|
|
223,588
|
|
|
|
|
|
|
12,658
|
|
|
|
|
|
|
10,159
|
|
|
|
|
|
|
12,768
|
|
|
|
|
|
|
47,841
|
|
|
|
|
|
|
33,039
|
|
|
|
|
|
|
210,820
|
|
|
|
|
International Equity Fund
|
|
|
|
|
947
|
|
|
|
|
|
|
400
|
|
|
|
|
|
|
2,388
|
|
|
|
|
|
|
100
|
|
|
|
|
|
|
52
|
|
|
|
|
|
|
2,226
|
|
|
|
|
|
|
847
|
|
|
|
|
|
|
348
|
|
|
|
|
|
|
162
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Underwriting Commissions($)
|
|
|
Amount Retained by the Distributors($)
|
|
|
Amount Reallowed($)
|
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
|||||||||||||||||||||||||||||||||||||
|
International Real Estate Fund
|
|
|
|
|
11,518
|
|
|
|
|
|
|
23,103
|
|
|
|
|
|
|
3,803
|
|
|
|
|
|
|
1,464
|
|
|
|
|
|
|
3,162
|
|
|
|
|
|
|
2,959
|
|
|
|
|
|
|
10,054
|
|
|
|
|
|
|
19,941
|
|
|
|
|
|
|
844
|
|
|
|
|
International Small-Cap Fund
|
|
|
|
|
—
|
|
|
|
|
|
|
1,440
|
|
|
|
|
|
|
4,642
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
190
|
|
|
|
|
|
|
1,620
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
1,250
|
|
|
|
|
|
|
3,022
|
|
|
|
|
Low Volatility Equity Fund
|
|
|
|
|
—
|
|
|
|
|
|
|
572
|
|
|
|
|
|
|
7,753
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
72
|
|
|
|
|
|
|
995
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
500
|
|
|
|
|
|
|
6,758
|
|
|
|
|
Multi-Sector Intermediate Bond Fund
|
|
|
|
|
381,608
|
|
|
|
|
|
|
287,052
|
|
|
|
|
|
|
33,116
|
|
|
|
|
|
|
54,261
|
|
|
|
|
|
|
61,494
|
|
|
|
|
|
|
30,080
|
|
|
|
|
|
|
327,347
|
|
|
|
|
|
|
225,558
|
|
|
|
|
|
|
3,036
|
|
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
|
|
1,801,816
|
|
|
|
|
|
|
2,545,616
|
|
|
|
|
|
|
253,339
|
|
|
|
|
|
|
144,005
|
|
|
|
|
|
|
392,169
|
|
|
|
|
|
|
213,538
|
|
|
|
|
|
|
1,657,811
|
|
|
|
|
|
|
2,153,447
|
|
|
|
|
|
|
39,810
|
|
|
|
|
Premium AlphaSector
®
Fund
|
|
|
|
|
5,527,545
|
|
|
|
|
|
|
7,244,089
|
|
|
|
|
|
|
1,688,404
|
|
|
|
|
|
|
672,174
|
|
|
|
|
|
|
1,049,773
|
|
|
|
|
|
|
1,655,594
|
|
|
|
|
|
|
4,855,371
|
|
|
|
|
|
|
6,194,316
|
|
|
|
|
|
|
32,810
|
|
|
|
|
Real Estate Fund
|
|
|
|
|
536,163
|
|
|
|
|
|
|
471,454
|
|
|
|
|
|
|
57,086
|
|
|
|
|
|
|
68,200
|
|
|
|
|
|
|
75,558
|
|
|
|
|
|
|
31.413
|
|
|
|
|
|
|
467,963
|
|
|
|
|
|
|
395,896
|
|
|
|
|
|
|
25,673
|
|
|
|
|
Senior Floating Rate Fund
|
|
|
|
|
140,373
|
|
|
|
|
|
|
674,172
|
|
|
|
|
|
|
136,440
|
|
|
|
|
|
|
13,912
|
|
|
|
|
|
|
130,064
|
|
|
|
|
|
|
135,986
|
|
|
|
|
|
|
126,461
|
|
|
|
|
|
|
544,108
|
|
|
|
|
|
|
454
|
|
|
|
|
Wealth Masters Fund
|
|
|
|
|
256
|
|
|
|
|
|
|
61,691
|
|
|
|
|
|
|
218,367
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
8,025
|
|
|
|
|
|
|
115,724
|
|
|
|
|
|
|
256
|
|
|
|
|
|
|
53,666
|
|
|
|
|
|
|
102,643
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
$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
|
|
|
|
|
$1,000,000 or more
|
|
|
|
|
None
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Rule 12b-1 Fees Paid ($)
|
|
|
Rule 12b-1 Fees Waived ($)
|
|
---|---|---|---|---|---|---|---|---|
|
Allocator Premium AlphaSector
®
Fund
|
|
|
1,085,137
|
|
|
(53,129)
|
|
|
AlphaSector
®
Rotation Fund
|
|
|
1,461,622
|
|
|
(11,119)
|
|
|
Alternitives Diversifier Fund
|
|
|
321,377
|
|
|
N/A
|
|
|
Bond Fund
|
|
|
156,216
|
|
|
N/A
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
55,516
|
|
|
N/A
|
|
|
Disciplined Equity Style Fund
|
|
|
1,969
|
|
|
N/A
|
|
|
Disciplined Select Bond Fund
|
|
|
660
|
|
|
N/A
|
|
|
Disciplined Select Country Fund
|
|
|
970
|
|
|
N/A
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
3,390,416
|
|
|
N/A
|
|
|
EM Debt Fund
|
|
|
6,732
|
|
|
N/A
|
|
|
EM Equity Income Fund
|
|
|
4,458
|
|
|
N/A
|
|
|
EM Small-Cap Fund
|
|
|
561
|
|
|
N/A
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Rule 12b-1 Fees Paid ($)
|
|
|
Rule 12b-1 Fees Waived ($)
|
|
---|---|---|---|---|---|---|---|---|
|
Foreign Opportunities Fund
|
|
|
1,921,224
|
|
|
N/A
|
|
|
Global Commodities Fund
|
|
|
2,497
|
|
|
N/A
|
|
|
Global Dividend Fund
|
|
|
197,689
|
|
|
N/A
|
|
|
Global Opportunities Fund
|
|
|
215,033
|
|
|
N/A
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
335,608
|
|
|
(17,756)
|
|
|
Global Real Estate Fund
|
|
|
54,009
|
|
|
N/A
|
|
|
Greater European Fund
|
|
|
36,677
|
|
|
N/A
|
|
|
Herzfeld Fund
|
|
|
34,551
|
|
|
N/A
|
|
|
High Yield Fund
|
|
|
212,074
|
|
|
N/A
|
|
|
International Equity Fund
|
|
|
8,826
|
|
|
N/A
|
|
|
International Real Estate Fund
|
|
|
32,095
|
|
|
N/A
|
|
|
International Small-Cap Fund
|
|
|
7,654
|
|
|
N/A
|
|
|
Low Volatility Equity Fund
|
|
|
1,241
|
|
|
N/A
|
|
|
Multi-Sector Intermediate Bond Fund
|
|
|
674,512
|
|
|
N/A
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
14,204,292
|
|
|
N/A
|
|
|
Premium AlphaSector
®
Fund
|
|
|
10,071,439
|
|
|
N/A
|
|
|
Real Estate Fund
|
|
|
2,082,617
|
|
|
N/A
|
|
|
Senior Floating Rate Fund
|
|
|
1,472,172
|
|
|
N/A
|
|
|
Wealth Masters Fund
|
|
|
135,739
|
|
|
N/A
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Portfolio Manager(s)
|
|
---|---|---|---|---|---|
|
Allocator Premium AlphaSector
®
Fund
|
|
|
Alexey Panchekha
Amy Robinson
|
|
|
AlphaSector
®
Rotation Fund
|
|
|
Alexey Panchekha
Amy Robinson
|
|
|
Alternatives Diversifier Fund
|
|
|
David Dickerson
Carlton Neel
|
|
|
Bond Fund
|
|
|
David L. Albrycht
Christopher J. Kelleher
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
Timothy M. Heaney
|
|
|
Disciplined Equity Fund
|
|
|
Corey Hoffstein
Amy Robinson
|
|
|
|
|
|
|
Fund
|
|
|
Portfolio Manager(s)
|
|
---|---|---|---|---|---|
|
Disciplined Bond Fund
|
|
|
Corey Hoffstein
Amy Robinson
|
|
|
Disciplined Country Fund
|
|
|
Corey Hoffstein
Amy Robinson
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
Alexey Panchekha
Amy Robinson
|
|
|
EM Debt Fund
|
|
|
David L. Albrycht
Stephen H. Hooker
Daniel P. Senecal
|
|
|
EM Equity Income Fund
|
|
|
James Collery
David Hogarty
John Looby
Ian Madden
Gareth Maher
Massimiliano Tondi
|
|
|
EM Small-Cap Fund
|
|
|
James Fletcher
Craig Thrasher
|
|
|
Essential Resources Fund
|
|
|
Andros Florides
Colm O'Connor
Noel O'Halloran
|
|
|
Foreign Opportunities Fund
|
|
|
Rajiv Jain
|
|
|
Global Commodities Fund
|
|
|
Jon Borchardt
Donald G. M. Coxe
Ernesto Ramos
|
|
|
Global Dividend Fund
|
|
|
Connie M. Luecke
Randle L. Smith
|
|
|
Global Opportunities Fund
|
|
|
Matthew Benkendorf
Rajiv Jain
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
Alexey Panchekha
Amy Robinson
|
|
|
Global Real Estate Fund
|
|
|
Geoffrey P. Dybas
Frank J. Haggerty
|
|
|
Greater European Fund
|
|
|
Rajiv Jain
Daniel Kranson
|
|
|
Herzfeld Fund
|
|
|
Erik M. Herzfeld
Thomas J. Herzfeld
|
|
|
High Yield Fund
|
|
|
David L. Albrycht
Kyle A. Jennings
Francesco Ossino
Jonathan R. Stanley
|
|
|
International Equity Fund
|
|
|
Frederick A. Brimberg
|
|
|
International Real Estate Securities Fund
|
|
|
Geoffrey P. Dybas
Frank J. Haggerty
|
|
|
International Small-Cap Fund
|
|
|
Craig Stone
Craig Thrasher
|
|
|
International Wealth Masters Fund
|
|
|
Matthew Houk
Murray Stahl
|
|
|
Low Volatility Fund
|
|
|
Brendan R. Finneran
Robert F. Hofeman, Jr.
|
|
|
|
|
|
|
Fund
|
|
|
Portfolio Manager(s)
|
|
---|---|---|---|---|---|
|
Multi-Sector Intermediate Bond Fund
|
|
|
David L. Albrycht
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
David L. Albrycht
|
|
|
Premium AlphaSector
®
Fund
|
|
|
Alexey Panchekha
Amy Robinson
|
|
|
Real Estate Fund
|
|
|
Geoffrey P. Dybas
Frank J. Haggerty
|
|
|
Senior Floating Rate Fund
|
|
|
David L. Albrycht
Kyle A. Jennings
Francesco Ossino
|
|
|
Wealth Masters Fund
|
|
|
Matthew Houk
Murray Stahl
|
|
|
|
|
|
|
|
|
Registered Investment Companies
|
|
|
Other Pooled Investment Vehicles (PIVs)
|
|
|
Other Accounts
|
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Portfolio Manager
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
David L. Albrycht
(1)
|
|
|
8
|
|
|
$1.1 billion
|
|
|
0
|
|
|
$0
|
|
|
1
|
|
|
$20 million
|
|
|
Matthew Benkendorf
|
|
|
0
|
|
|
$0
|
|
|
10
|
|
|
$5.2 billion
|
|
|
15
|
|
|
$2.8 billion
|
|
|
Jon Borchardt
|
|
|
0
|
|
|
$0
|
|
|
3
|
|
|
$71 million
|
|
|
2
|
|
|
$25 million
|
|
|
Frederick Brimberg
|
|
|
2
|
|
|
$112 million
|
|
|
0
|
|
|
$0
|
|
|
120
|
|
|
$59 million
|
|
|
James Collery
|
|
|
1
|
|
|
$82.9 million
|
|
|
0
|
|
|
$0 million
|
|
|
0
|
|
|
$0 billion
|
|
|
Donald G.M. Coxe
|
|
|
0
|
|
|
$0
|
|
|
3
|
|
|
$71 million
|
|
|
2
|
|
|
$25 million
|
|
|
David Dickerson
|
|
|
6
|
|
|
$1.4 billion
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Geoffrey Dybas
|
|
|
1
|
|
|
$97.0 million
|
|
|
1
|
|
|
$19.0 million
|
|
|
12
|
|
|
$580.1 million
|
|
|
Brendan R. Finneran
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
143
|
|
|
$509 million
|
|
|
James Fletcher
|
|
|
1
|
|
|
$4.0 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Andros Florides
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Frank J. Haggerty, Jr.
|
|
|
1
|
|
|
$97.0 million
|
|
|
1
|
|
|
$19.0 million
|
|
|
12
|
|
|
$580.1 million
|
|
|
Timothy M. Heaney
|
|
|
1
|
|
|
$190 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Erik Herzfeld
|
|
|
2
|
|
|
$55.9 million
|
|
|
0
|
|
|
$0
|
|
|
265
|
|
|
$196.1 million
|
|
|
Thomas J. Herzfeld
|
|
|
2
|
|
|
$55.9 million
|
|
|
0
|
|
|
$0
|
|
|
265
|
|
|
$196.1 million
|
|
|
Robert F. Hofeman, Jr.
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
143
|
|
|
$509 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment Companies
|
|
|
Other Pooled Investment Vehicles (PIVs)
|
|
|
Other Accounts
|
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Portfolio Manager
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
Corey Hoffstein
|
|
|
6
|
|
|
$68 million
|
|
|
0
|
|
|
$0
|
|
|
5
|
|
|
$1 million
|
|
|
David Hogarty
|
|
|
1
|
|
|
$82.9 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Stephen H. Hooker
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Matthew Houk
|
|
|
1
|
|
|
$384 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Rajiv Jain
|
|
|
8
|
|
|
$10.5 billion
|
|
|
29
|
|
|
$19.9 billion
|
|
|
44
|
|
|
$13.7 billion
|
|
|
Kyle A. Jennings
(2)
|
|
|
1
|
|
|
$301 million
|
|
|
1
|
|
|
$5 million
|
|
|
0
|
|
|
$0
|
|
|
Christopher J. Kelleher
(3)
|
|
|
3
|
|
|
$555 million
|
|
|
0
|
|
|
$0
|
|
|
5
|
|
|
$165 million
|
|
|
Daniel Kranson
|
|
|
1
|
|
|
$18 million
|
|
|
3
|
|
|
$1.6 billion
|
|
|
0
|
|
|
$0
|
|
|
John Looby
|
|
|
1
|
|
|
$82.9 million
|
|
|
0
|
|
|
$0 million
|
|
|
0
|
|
|
$0
|
|
|
Connie M. Luecke
|
|
|
1
|
|
|
$116.9 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Ian Madden
|
|
|
1
|
|
|
$82.9 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Gareth Maher
|
|
|
1
|
|
|
$82.9 million
|
|
|
0
|
|
|
$0 million
|
|
|
0
|
|
|
$0
|
|
|
Carlton Neel
|
|
|
6
|
|
|
$1.4 billion
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Colm O'Connor
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Noel O'Halloran
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Francesco Ossino
|
|
|
1
|
|
|
$25 million
|
|
|
1
|
|
|
$5 million
|
|
|
0
|
|
|
$0
|
|
|
Alexey Panchekha
|
|
|
1
|
|
|
$9.8 billion
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Ernesto Ramos
|
|
|
9
|
|
|
$2.1 billion
|
|
|
12
|
|
|
$5.8 billion
|
|
|
568
|
|
|
$6.3 billion
|
|
|
Amy Robinson
|
|
|
11
|
|
|
$10 billion
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Daniel Senecal
(2)
|
|
|
1
|
|
|
$301 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Randle L. Smith
|
|
|
1
|
|
|
$116.9 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Murray Stahl
|
|
|
9
|
|
|
$1.9 million
|
|
|
0
|
|
|
$0
|
|
|
931
|
|
|
$2.1 million
|
|
|
Jonathan R. Stanley
|
|
|
2
|
|
|
$198 million
|
|
|
0
|
|
|
$0
|
|
|
0
|
|
|
$0
|
|
|
Craig Stone
|
|
|
6
|
|
|
$585 million
|
|
|
0
|
|
|
$0
|
|
|
376
|
|
|
$2.1 million
|
|
|
Craig Thrasher
|
|
|
1
|
|
|
$50 million
|
|
|
0
|
|
|
$0
|
|
|
2
|
|
|
$9 million
|
|
|
Massimiliano Tondi
|
|
|
1
|
|
|
$82.9 million
|
|
|
0
|
|
|
$0 million
|
|
|
0
|
|
|
$0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Registered Investment Companies
|
|
|
Other Pooled Investment Vehicles (PIVs)
|
|
|
Other Accounts
|
|
||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Portfolio Manager
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
Number of Accounts
|
|
|
Total Assets
|
|
|
Rajiv Jain
|
|
|
0
|
|
|
0
|
|
|
1
|
|
|
$445 million
|
|
|
1
|
|
|
$139 million
|
|
|
Kyle A. Jennings
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
1
|
|
|
$94 million
|
|
|
Christopher J. Kelleher
|
|
|
2
|
|
|
$129 million
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
$0
|
|
|
Francesco Ossino
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
1
|
|
|
94
|
|
|
Alexey Panchekha
|
|
|
1
|
|
|
$2.7 billion
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Amy Robinson
|
|
|
1
|
|
|
$2.7 billion
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
Murray Stahl
|
|
|
0
|
|
|
0
|
|
|
23
|
|
|
$1.5 million
|
|
|
5
|
|
|
$316.03 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Performance Benchmark
|
|
---|---|---|---|---|---|
|
Global Commodities Fund
|
|
|
MSCI AC World Commodity Producer Sector Capped Index
|
|
|
|
|
|
|
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 Intermediate Bond Fund
|
|
|
$10,001 - $100,000
|
|
|
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
$10,001 - $100,000
|
|
|
|
|
|
Senior Floating Rate Fund
|
|
|
None
|
|
|
|
Matthew Benkendorf
|
|
|
Global Opportunities Fund
|
|
|
$100,001 - $500,000
|
|
|
Jon Borchardt
|
|
|
Global Commodities Fund
|
|
|
None
|
|
|
Frederick A. Brimberg
|
|
|
International Equity Fund
|
|
|
None
|
|
|
|
|
|
|
|
|
Portfolio Manager
|
|
|
Dollar Range of Equity Securities Beneficially Owned in Fund Managed
|
|
|||
---|---|---|---|---|---|---|---|---|
|
James Collery
|
|
|
EM Equity Income Fund
|
|
|
None
|
|
|
Donald G. M. Coxe
|
|
|
Global Commodities Fund
|
|
|
None
|
|
|
David Dickerson
|
|
|
Alternatives Diversifier Fund
|
|
|
$10,001 - $100,000
|
|
|
Geoffrey Dybas
|
|
|
Global Real Estate Fund
|
|
|
$100,001- $500,000
|
|
|
|
|
International Real Estate Fund
|
|
|
$10,001 - $100,000
|
|
|
|
|
|
Real Estate Fund
|
|
|
$100,001- $500,000
|
|
|
|
Brendan R. Finneran
|
|
|
Low Volatility Fund
|
|
|
$10,001 - $100,000
|
|
|
James Fletcher
|
|
|
EM Small-Cap Fund
|
|
|
None
|
|
|
Andros Florides
|
|
|
Essential Resources Fund
|
|
|
None
|
|
|
Frank J. Haggerty, Jr.
|
|
|
Global Real Estate Fund
|
|
|
None
|
|
|
|
|
International Real Estate Fund
|
|
|
$10,001-$100,000
|
|
|
|
|
|
Real Estate Fund
|
|
|
$10,001-$100,000
|
|
|
|
Timothy M. Heaney
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
None
|
|
|
Erik M. Herzfeld
|
|
|
Herzfeld Fund
|
|
|
$100,001 - $500,000
|
|
|
Thomas J. Herzfeld
|
|
|
Herzfeld Fund
|
|
|
$100,001 - $500,000
|
|
|
Robert F. Hofeman, Jr.
|
|
|
Low Volatility Fund
|
|
|
$10,001-$100,000
|
|
|
Corey Hoffstein
|
|
|
Disciplined Equity Style Fund
|
|
|
None
|
|
|
|
|
Disciplined Select Bond Fund
|
|
|
None
|
|
|
|
|
|
Disciplined Select Bond Fund
|
|
|
None
|
|
|
|
David Hogarty
|
|
|
EM Equity Income Fund
|
|
|
None
|
|
|
Stephen H. Hooker
|
|
|
EM Debt Fund
|
|
|
None
|
|
|
Matthew Houk
|
|
|
International Wealth Masters Fund
|
|
|
None
|
|
|
|
|
Wealth Masters Fund
|
|
|
None
|
|
|
|
Rajiv Jain
|
|
|
Foreign Opportunities Fund
|
|
|
Over $1,000,000
|
|
|
|
|
Global Opportunities Fund
|
|
|
Over $1,000,000
|
|
|
|
|
|
Greater European Fund
|
|
|
None
|
|
|
|
Kyle A. Jennings
|
|
|
High Yield Fund
|
|
|
None
|
|
|
|
|
Senior Floating Rate Fund
|
|
|
None
|
|
|
|
Christopher J. Kelleher
|
|
|
Bond Fund
|
|
|
None
|
|
|
Daniel Kranson, CFA
|
|
|
Greater European Fund
|
|
|
None
|
|
|
John Looby
|
|
|
EM Equity Income Fund
|
|
|
None
|
|
|
Connie M. Luecke
|
|
|
Global Dividend Fund
|
|
|
$500,001 - $1,000,000
|
|
|
Ian Madden
|
|
|
EM Equity Income Fund
|
|
|
None
|
|
|
Gareth Maher
|
|
|
EM Equity Income Fund
|
|
|
None
|
|
|
Carlton Neel
|
|
|
Alternatives Diversifier Fund
|
|
|
$10,001 - $100,000
|
|
|
Colm O'Connor
|
|
|
Essential Resources Fund
|
|
|
None
|
|
|
Noel O'Halloran
|
|
|
Essential Resources Fund
|
|
|
None
|
|
|
Francesco Ossino
|
|
|
High Yield Fund
|
|
|
None
|
|
|
|
|
Senior Floating Rate Fund
|
|
|
$100,001 - $500,000
|
|
|
|
Alexey Panchekha
|
|
|
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
|
|
|
None
|
|
|
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
None
|
|
|
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
None
|
|
|
|
|
|
Premium AlphaSector
®
Fund
|
|
|
$10,001 - $100,000
|
|
|
|
|
|
Disciplined Equity Style Fund
|
|
|
None
|
|
|
|
|
|
Disciplined Select Bond Fund
|
|
|
None
|
|
|
|
|
|
|
|
|
|
Portfolio Manager
|
|
|
Dollar Range of Equity Securities Beneficially Owned in Fund Managed
|
|
|||
---|---|---|---|---|---|---|---|---|
|
|
|
Disciplined Select Bond Fund
|
|
|
None
|
|
|
|
Daniel P. Senecal
|
|
|
EM Debt Fund
|
|
|
None
|
|
|
Randle L. Smith
|
|
|
Global Dividend Fund
|
|
|
$100,001 - $500,000
|
|
|
Murray Stahl
|
|
|
International Wealth Masters Fund
|
|
|
None
|
|
|
|
|
Wealth Masters Fund
|
|
|
None
|
|
|
|
Jonathan R. Stanley
|
|
|
High Yield Fund
|
|
|
None
|
|
|
Craig Stone
|
|
|
International Small-Cap Fund
|
|
|
$100,001 - $500,000
|
|
|
Craig Thrasher
|
|
|
International Small-Cap Fund
|
|
|
$10,001 - $100,000
|
|
|
|
|
EM Small-Cap Fund
|
|
|
None
|
|
|
|
Massimiliano Tondi
|
|
|
EM Equity Income Fund
|
|
|
None
|
|
|
|
|
|
|
|
|
|
|
Aggregate Amount of Brokerage Commissions ($)
|
|
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Fund
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
||||||||||||
|
Allocator Premium AlphaSector
®
Fund
|
|
|
|
|
143,116
|
|
|
|
|
|
|
208,135
|
|
|
|
|
|
|
380,978
|
|
|
|
|
AlphaSector
®
Rotation Fund
|
|
|
|
|
225,915
|
|
|
|
|
|
|
161,114
|
|
|
|
|
|
|
198,890
|
|
|
|
|
Alternatives Diversifier Fund
|
|
|
|
|
8,876
|
|
|
|
|
|
|
7,257
|
|
|
|
|
|
|
11,270
|
|
|
|
|
Bond Fund
|
|
|
|
|
221
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
CA Tax-Exempt Bond Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
Disciplined Equity Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
858
|
|
|
|
|
|
|
447
|
|
|
|
|
Disciplined Bond Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
428
|
|
|
|
|
|
|
1,087
|
|
|
|
|
Disciplined Country Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
959
|
|
|
|
|
|
|
1,641
|
|
|
|
|
Dynamic AlphaSector
®
Fund
|
|
|
|
|
120,823
|
|
|
|
|
|
|
525,185
|
|
|
|
|
|
|
1,679,564
|
|
|
|
|
EM Debt Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
EM Equity Income Fund
|
|
|
|
|
4,042
|
|
|
|
|
|
|
9,150
|
|
|
|
|
|
|
74,774
|
|
|
|
|
EM Small Cap Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
10,679
|
|
|
|
|
Foreign Opportunities Fund
|
|
|
|
|
1,211,738
|
|
|
|
|
|
|
1,065,828
|
|
|
|
|
|
|
891,751
|
|
|
|
|
Global Commodities Fund
|
|
|
|
|
26,218
|
|
|
|
|
|
|
55,480
|
|
|
|
|
|
|
78,070
|
|
|
|
|
Global Dividend Fund
|
|
|
|
|
31,249
|
|
|
|
|
|
|
38,887
|
|
|
|
|
|
|
40,777
|
|
|
|
|
Global Opportunities Fund
|
|
|
|
|
88,641
|
|
|
|
|
|
|
72,906
|
|
|
|
|
|
|
51,842
|
|
|
|
|
Global Premium AlphaSector
®
Fund
|
|
|
|
|
59,590
|
|
|
|
|
|
|
59,109
|
|
|
|
|
|
|
110,452
|
|
|
|
|
Global Real Estate Fund
|
|
|
|
|
9,983
|
|
|
|
|
|
|
17,488
|
|
|
|
|
|
|
19,218
|
|
|
|
|
Greater European Fund
|
|
|
|
|
6,697
|
|
|
|
|
|
|
12,493
|
|
|
|
|
|
|
12,960
|
|
|
|
|
Herzfeld Fund
|
|
|
|
|
674
|
|
|
|
|
|
|
6,161
|
|
|
|
|
|
|
12,362
|
|
|
|
|
High Yield Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
N/A
|
|
|
|
|
|
|
970
|
|
|
|
|
International Equity Fund
|
|
|
|
|
34,403
|
|
|
|
|
|
|
206,822*
|
|
|
|
|
|
|
18,477
|
|
|
|
|
International Real Estate Fund
|
|
|
|
|
14,755
|
|
|
|
|
|
|
15,378
|
|
|
|
|
|
|
21,160
|
|
|
|
|
International Small-Cap Fund
|
|
|
|
|
3,635
|
|
|
|
|
|
|
17,947
|
|
|
|
|
|
|
78,348
|
|
|
|
|
Low Volatility Equity Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
212
|
|
|
|
|
|
|
743
|
|
|
|
|
Multi-Sector Intermediate Bond Fund
|
|
|
|
|
895
|
|
|
|
|
|
|
47
|
|
|
|
|
|
|
697
|
|
|
|
|
Multi-Sector Short Term Bond Fund
|
|
|
|
|
6,202
|
|
|
|
|
|
|
6,800
|
|
|
|
|
|
|
570
|
|
|
|
|
Premium AlphaSector
®
Fund
|
|
|
|
|
2,593,847
|
|
|
|
|
|
|
1,523,912
|
|
|
|
|
|
|
2,889,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aggregate Amount of Brokerage Commissions ($)
|
|
|||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Fund
|
|
|
2012
|
|
|
2013
|
|
|
2014
|
|
||||||||||||
|
Real Estate Fund
|
|
|
|
|
406,005
|
|
|
|
|
|
|
469,702
|
|
|
|
|
|
|
449,837
|
|
|
|
|
Senior Floating Rate Fund
|
|
|
|
|
N/A
|
|
|
|
|
|
|
152
|
|
|
|
|
|
|
2,010
|
|
|
|
|
Wealth Masters Fund
|
|
|
|
|
810
|
|
|
|
|
|
|
17,491
|
|
|
|
|
|
|
69,382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Broker/Dealer
|
|
|
Value ($)
|
|
||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Bond Fund
|
|
|
Bank of America LLC
|
|
|
|
$
|
1,866
|
|
|
|
|
|
|
Citicorp Securities Services LLC
|
|
|
|
|
598
|
|
|
|
|
|
|
|
JPMorgan Chase & Co.
|
|
|
|
|
3,617
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
|
|
|
3,848
|
|
|
|
|
|
|
|
UBS AG
|
|
|
|
|
581
|
|
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
1,846
|
|
|
|
|
|
|
|
Barclays Bank PLC
|
|
|
|
|
278
|
|
|
|
|
|
AlphaSector Rotation Fund
|
|
|
Bank of America LLC
|
|
|
|
|
7,281
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
|
|
|
1,369
|
|
|
|
|
|
|
|
Citicorp Securities Services LLC
|
|
|
|
|
6,380
|
|
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
3,064
|
|
|
|
|
|
|
|
JPMorgan Chase & Co.
|
|
|
|
|
9,202
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
|
|
|
2,150
|
|
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
252
|
|
|
|
|
|
High Yield Fund
|
|
|
Citicorp Securities Services LLC
|
|
|
|
|
695
|
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
442
|
|
|
|
|
|
Multi-Sector Intermediate
Bond Fund
|
|
|
Credit Suisse First Boston Corp.
|
|
|
|
|
577
|
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
2,626
|
|
|
|
|
|
|
|
Bank of Ameica LLC
|
|
|
|
|
174
|
|
|
|
|
|
|
|
JPMorgan Chase & Co.
|
|
|
|
|
214
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
|
|
|
1,876
|
|
|
|
|
|
|
|
Barclays Bank PLC
|
|
|
|
|
1,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fund
|
|
|
Broker/Dealer
|
|
|
Value ($)
|
|
||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
4,503
|
|
|
|
|
|
|
|
Jefferies & Company, Inc.
|
|
|
|
|
1,062
|
|
|
|
|
|
|
|
Citicorp Securities Services LLC
|
|
|
|
|
695
|
|
|
|
|
|
Multi-Sector Short-Term Bond
Fund
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
76,427
|
|
|
|
|
|
|
Wells Fargo & Co.
|
|
|
|
|
262,326
|
|
|
|
|
|
|
|
JPMorgan Chase & Co.
|
|
|
|
|
398,866
|
|
|
|
|
|
|
|
Barclays Bank PLC
|
|
|
|
|
72,277
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
|
|
|
131,129
|
|
|
|
|
|
|
|
Bank of America LLC
|
|
|
|
|
250,950
|
|
|
|
|
|
|
|
Citicorp Securities Services LLC
|
|
|
|
|
170,807
|
|
|
|
|
|
|
|
Jefferies & Company, Inc.
|
|
|
|
|
32,185
|
|
|
|
|
|
|
|
Credit Suisse First Boston Corp.
|
|
|
|
|
113,695
|
|
|
|
|
|
Global Opportunities Fund
|
|
|
Wells Fargo & Co.
|
|
|
|
|
3,959
|
|
|
|
|
Premium AlphaSector Fund
|
|
|
Bank of America LLC
|
|
|
|
|
70,335
|
|
|
|
|
|
|
Charles Schwab & Co., Inc.
|
|
|
|
|
13,210
|
|
|
|
|
|
|
|
Citicorp Securities Services LLC
|
|
|
|
|
61,670
|
|
|
|
|
|
|
|
Goldman Sachs & Co.
|
|
|
|
|
29,560
|
|
|
|
|
|
|
|
JPMorgan Chase & Co.
|
|
|
|
|
88,946
|
|
|
|
|
|
|
|
Morgan Stanley
|
|
|
|
|
20,729
|
|
|
|
|
|
EM Equity Income
|
|
|
Barclays Bank PLC
|
|
|
|
|
789
|
|
|
|
|
Wealth Masters Fund
|
|
|
Charles Schwab & Co., Inc.
|
|
|
|
|
811
|
|
|
|
|
|
|
Raymond James & Associates, Inc.
|
|
|
|
|
811
|
|
|
|
|
|
|
|
|
|
|
|
|
|
APPENDIX B — CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS
The following table sets forth information as of January 5, 2015, with respect to each person who owns of record or is known by the Trust to own of record or beneficially own 5% or more of any class of any Fund’s outstanding securities and the name of each person who has beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a Fund.
* 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.
CONTROL PERSON | FUND |
PERCENTAGE
(%) OF FUND OUTSTANDING |
FIRST CLEARING, LLC 2801 MARKET STREET SAINT LOUIS, MO 63103 |
ALLOCATOR PREMIUM ALPHASECTOR ® | 34.61 |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FLOOR 499 WASHINGTON BLVD JERSEY CITY NJ 07310
|
CA TAX-EXEMPT BOND FUND | 27.42 |
VIRTUS PARTNERS INC. 100 PEARL STREET HARTFORD, CT 06103 |
DISCIPLINED BOND FUND | 65.89 |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FLOOR 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
DISCIPLINED BOND FUND | 32.09 |
VIRTUS PARTNERS INC. 100 PEARL STREET HARTFORD, CT 06103 |
DISCIPLINED COUNTRY FUND | 78.28 |
VIRTUS PARTNERS INC. 100 PEARL STREET HARTFORD, CT 06103 |
DISCIPLINED EQUITY FUND | 63.09 |
VIRTUS PARTNERS INC. 100 PEARL STREET HARTFORD, CT 06103 |
EM DEBT FUND | 90.33% |
VIRTUS PARTNERS INC. 100 PEARL STREET HARTFORD, CT 06103 |
EM SMALL-CAP FUND | 59.56 |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FLOOR 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
EM SMALL-CAP FUND | 32.78 |
130
CONTROL PERSON | FUND |
PERCENTAGE
(%) OF FUND OUTSTANDING |
AMERICAN ENTERPRISE INVESTMENT SVC 707 2ND AVE S MINNEAPOLIS MN 55402-2405 |
EUROPEAN OPPORTUNITIES FUND | 29.77 |
VIRTUS DIVERSIFIER FUND 100 PEARL STREET HARTFORD, CT 06103
|
GLOBAL COMMODITIES FUND | 89.18 |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
HERZFELD FUND | 35.76 |
VIRTUS DIVERSIFIER FUND 100 PEARL STREET HARTFORD, CT 06103
|
INTERNATIONAL REAL ESTATE FUND | 30.03 |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FLOOR 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
INTERNATIONAL SMALL-CAP FUND | 72.51 |
VIRTUS PARTNERS INC. 100 PEARL STREET HARTFORD, CT 06103 |
INTERNATIONAL WEALTH MASTERS FUND | 99.91 |
VIRTUS PARTNERS INC. 100 PEARL STREET HARTFORD, CT 06103 |
LOW VOLATILITY FUND | 36.66 |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
LOW VOLATILITY FUND | 35.23 |
UBS WM USA OMNI ACCOUNT M/F ATTN DEPARTMENT MANAGER 1000 HARBOR BLVD FL 5 WEEHAWKEN NJ 07086-6761
|
SENIOR FLOATING RATE FUND | 32.65 |
131
Name and Address | Fund |
Percentage
Of Class
|
|
VRTS ALPHASECTOR® ROTATION FUND-C | 14.69 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-A | 11.49 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-C | 5.67 | ||
VRTS DISCIPLINED EQUITY STYLE FUND-A | 19.95 | ||
VRTS DISCIPLINED EQUITY STYLE FUND-C | 22.87 | ||
VRTS DISCIPLINED SELECT COUNTRY FUND-A | 54.32 | ||
VRTS DISCIPLINED SELECT COUNTRY FUND-C | 27.85 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-A | 42.24 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-C | 11.86 | ||
VRTS EMERGING MARKETS DEBT FUND-A | 37.49 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-A | 26.93 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-C | 6.70 | ||
VRTS FOREIGN OPPORTUNITIES FUND-A | 22.29 | ||
VRTS FOREIGN OPPORTUNITIES FUND-C | 7.35 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-A | 35.52 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-C | 28.21 | ||
VRTS GLOBAL DIVIDEND FUND-A | 26.94 | ||
VRTS GLOBAL DIVIDEND FUND-C | 11.24 | ||
VRTS GLOBAL OPPORTUNITIES FUND-C | |||
VRTS GLOBAL REAL ESTATE SEC FUND-A | 49.18 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-C | 10.00 | ||
VRTS GREATER EUROPEAN OPPS FUND-A | 33.09 | ||
VRTS GREATER EUROPEAN OPPS FUND-C | 57.93 | ||
VRTS HERZFELD FUND-A | 7.66 | ||
VRTS HIGH YIELD FUND-B | 10.72 | ||
VRTS HIGH YIELD FUND-C | 5.82 | ||
VRTS INTER REAL ESTATE SEC FD-A | 5.85 | ||
VRTS INTERNATIONAL EQUITY FUND-A | 39.88 |
132
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS INTERNATIONAL SMALL-CAP FUND-A | 22.21 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-C | 17.20 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-A | 14.72 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-A | 29.93 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-C | 8.72 | ||
VRTS PREMIUM ALPHASECTOR® FUND-A | 40.46 | ||
VRTS PREMIUM ALPHASECTOR® FUND-C | 10.45 | ||
VRTS REAL ESTATE SECURITIES FUND-A | 8.05 | ||
VRTS REAL ESTATE SECURITIES FUND-B | 9.47 | ||
VRTS SENIOR FLOATING RATE FUND-A | 10.07 | ||
VRTS WEALTH MASTERS FUND-A | 35.19 | ||
VRTS WEALTH MASTERS FUND-C | 11.86 | ||
BANK OF AMERICA CUST FBO MORLEY BUILDERS ATTN MFO XXX3752 DALLAS TX 75284-3869
|
VRTS INTERNATIONAL SMALL-CAP FUND-I | 5.59 | |
BANK OF AMERICA NA CUST FBO MORLEY GROUP INC INTL ATTN MFO XXX7101 PO BOX 843869 DALLAS TX 75284-3869
|
VRTS EMERGING MARKETS SMALL-CAP FUND-I | 5.15 | |
BNYM I S TRUST CO CUST FOR NON-DFI SIMPLE IRA NORMA J THURLOW SOUTHFIELD MI 48075-7610 |
VRTS BOND FUND-B | 23.32 | |
BNYM I S TRUST CO CUST FOR THE NON-DFI SIMPLE IRA OF SANDRA BLOCK STEIKER BALA CYNWYD PA 19004-2245 |
VRTS BOND FUND-B | 9.72 | |
BNYM I S TRUST CO CUST FOR THE IRA OF FRANCES GUIDARINI HIGHLAND PARK IL 60035-1901 |
VRTS DYNAMIC ALPHASECTOR® FUND-B | 5.02 | |
BNYM I S TRUST CO CUST FOR THE SEP IRA OF SCOTT M PALMER NEWPORT ME 04953-3232
|
VRTS EMERGING MARKETS EQTY INCOME FD-A | 16.22 |
133
Name and Address | Fund |
Percentage
Of
Class
|
|
BNYM I S TRUST CO CUST FOR THE SEP IRA OF DENIS L LABARRE WEST SUFFIELD CT 06093-3502
|
VRTS EMERGING MARKETS SMALL-CAP FUND-A | 8.15 | |
BNYM I S TRUST CO C/F MANCHESTER MEMORIAL HOSP TSA FBO NORMA F BALDWIN VERNON CT 06066-6208
|
VRTS GLOBAL COMMODITIES STOCK FUND-A | 7.37 | |
BNYM I S TRUST CO CUST FOR THE IRA OF PEGGI L PALMER NEWPORT ME 04953-3232
|
VRTS GLOBAL COMMODITIES STOCK FUND-A | 5.83 | |
BNYM I S TRUST CO CUST FOR THE SEP IRA OF DENIS L LABARRE WEST SUFFIELD CT 06093-3502
|
VRTS GLOBAL COMMODITIES STOCK FUND-A | 5.88 | |
BNYM I S TRUST CO CUST FOR THE IRA OF SCOTT M PALMER NEWPORT ME 04953-3232
|
VRTS GLOBAL COMMODITIES STOCK FUND-A | 5.55 | |
BNYM I S TRUST CO CUST FOR THE IRA OF ANGELA C DESANTO ASHFORD CT 06278-1004
|
VRTS GLOBAL COMMODITIES STOCK FUND-A | 5.47 | |
BNYM I S TRUST CO CUST FOR THE ROTH IRA OF EDWARD A REILLY PEABODY MA 01960-3761
|
VRTS GLOBAL COMMODITIES STOCK FUND-C | 7.38 | |
BNYM I S TRUST CO CUST FOR THE IRA ROLLOVER OF LORRAINE SPOFFORD LAS VEGAS NV 89134-5505
|
VRTS GLOBAL COMMODITIES STOCK FUND-C | 6.26 | |
BNYM I S TRUST CO CUST FOR THE IRA OF KUO HUA HUNG QUINCY MA 02170-1429
|
VRTS HIGH YIELD FUND-B | 6.51 |
134
Name and Address | Fund |
Percentage
Of Class
|
|
BNYM I S TRUST CO C/F GRATZ COLLEGE 403B FBO RUTH SANDBERG AMBLER PA 19002-3608
|
VRTS HIGH YIELD FUND-B | 5.06 | |
BNYM I S TRUST CO CUST BENE IRA DAVID W PATTERSON DECD MICHAEL P SWEENEY EXEC EST DAVID W PATTERSON SIMSBURY CT 06070-1616 |
VRTS EMERGING MARKETS SMALL-CAP FUND-A | 5.05 | |
BROWN BROTHERS HARRIMAN & CO AS CUSTODIAN FOR 4979126 JERSEY CITY NJ 07310
|
VRTS GREATER EUROPEAN OPPS FUND-I | 8.12 | |
BROWN BROTHERS HARRIMAN & CO AS CUSTODIAN FOR 4978995 JERSEY CITY NJ 07310
|
VRTS GREATER EUROPEAN OPPS FUND-I | 8.12 | |
BRUCE B BROADHEAD V BRENT COOK TTEES SPORTS MALL INC 401K DTD 1/1/99 FBO RICHARD F BILLINGS SALT LAKE CTY UT 84103-3332 |
VRTS HIGH YIELD FUND-B | 23.31 | |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS ALLOCATOR PREM ALPHASECT® FD-I | 5.83 |
* |
CHARLES SCHWAB & CO INC ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS ALPHASECTOR® ROTATION FUND-A | 18.14 |
* |
CHARLES SCHWAB & CO INC REINVEST ACCOUNT ATTN MUTUAL FUND DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS BOND FUND-I | 12.77 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 |
VRTS CA TAX-EXEMPT BOND FUND-I | 8.40 |
135
Name and Address | Fund |
Percentage
Of
Class
|
|
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS DISCIPLINED EQUITY STYLE FUND-A | 5.26 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 |
VRTS EMERGING MARKETS SMALL-CAP FUND-A | 8.48 |
* |
CHARLES SCHWAB & CO INC EXCLUSIVE BENEFIT OF OUR CUSTOMERS REINVEST ACCOUNT ATTN MUTUAL FUNDS DEPT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS FOREIGN OPPORTUNITIES FUND-A | 9.08 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 |
VRTS FOREIGN OPPORTUNITIES FUND-I | 7.66 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR THE EXCLUSIVE BENEFIT OF CUSTOMERS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151
|
VRTS GLBL PREMIUM ALPHASECTOR® FD-A | 11.96 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS GLBL PREMIUM ALPHASECTOR® FD-I | 20.28 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 |
VRTS HERZFELD FUND-I | 11.98 |
136
Name and Address | Fund |
Percentage
Of
Class
|
|
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS HIGH YIELD FUND-B | 25.23 |
* |
CHARLES SCHWAB & CO INC MUTUAL FUNDS DEPARTMENT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151
|
VRTS INTER REAL ESTATE SEC FD-I | 11.38 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS INTERNATIONAL EQUITY FUND-I | 12.52 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCT FBO CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS REAL ESTATE SECURITIES FUND-B | 7.28 |
* |
CHARLES SCHWAB & CO INC MUTUAL FUNDS DEPARTMENT 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151
|
VRTS REAL ESTATE SECURITIES FUND-I | 12.82 |
* |
CHARLES SCHWAB & CO INC SPECIAL CUSTODY ACCOUNT FOR BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4122 |
VRTS WEALTH MASTERS FUND-I | 16.41 |
* |
CHARLES SCHWAB & CO INC CUST SPECIAL CUSTODY ACCT FOR THE BENEFIT OF CUSTOMERS ATTN MUTUAL FUNDS 101 MONTGOMERY ST SAN FRANCISCO CA 94104-4151 |
VRTS REAL ESTATE SECURITIES FUND-A | 13.85 |
COR CLEARING LLC A/C 8367-5974 1200 LANDMARK CENTER, STE 800 OMAHA, NE 68102
|
VRTS GLOBAL COMMODITIES STOCK FUND-A | 5.69 |
137
Name and Address | Fund |
Percentage
Of
Class
|
|
CRAIG H COLEMAN & ANN H COLEMAN JT TEN MYRTLE BEACH SC 29575-5882
|
VRTS LOW VOLATILITY EQUITY FUND-C | 7.00 | |
EDGAR J KLIXBULL & CANDACE C KLIXBULL JT TEN MURRELLS INLET SC 29576-8058
|
VRTS LOW VOLATILITY EQUITY FUND-C | 14.87 | |
* |
EDWARD D. JONES AND CO FOR THE BENEFIT OF CUSTOMERS 12555 MANCHESTER ROAD ST LOUIS MO 63131-3710
|
VRTS FOREIGN OPPORTUNITIES FUND-I | 16.32 |
VRTS REAL ESTATE SECURITIES FUND-I | 34.60 | ||
EJJJ PHANORD FAMILY LLC WILLIAM F WADSWORTH NON-MEMBER MANAGER WALLINGFORD CT 06492
|
VRTS INTERNATIONAL EQUITY FUND-A | 14.08 | |
EPTC TTE FBO RKEENAN OPT WARRENTON VA 20188
|
VRTS INTER REAL ESTATE SEC FD-C | 12.10 | |
* |
FIRST CLEARING, LLC 2801 MARKET STREET SAINT LOUIS, MO 63103 |
VRTS ALLOCATOR PREM ALPHASECT® FD-A | 24.42 |
VRTS ALLOCATOR PREM ALPHASECT® FD-C | 32.24 | ||
VRTS ALLOCATOR PREM ALPHASECT® FD-I | 43.28 | ||
VRTS ALPHASECTOR® ROTATION FUND-A | 7.96 | ||
VRTS ALPHASECTOR® ROTATION FUND-C | 12.33 | ||
VRTS ALPHASECTOR® ROTATION FUND-I | 21.85 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-A | 6.87 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-C | 10.38 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-I | 8.43 | ||
VRTS BOND FUND-C | 12.49 | ||
VRTS BOND FUND-I | 12.73 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-A | 7.87 |
138
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS DYNAMIC ALPHASECTOR® FUND-C | 16.79 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-I | 24.27 | ||
VRTS FOREIGN OPPORTUNITIES FUND-C | 6.42 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-C | 6.48 | ||
VRTS GLOBAL DIVIDEND FUND-A | 9.03 | ||
VRTS GLOBAL DIVIDEND FUND-C | 7.78 | ||
VRTS GLOBAL DIVIDEND FUND-I | 7.33 | ||
VRTS GLOBAL OPPORTUNITIES FUND-C | 9.17 | ||
VRTS GLOBAL OPPORTUNITIES FUND-I | 6.09 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-C | 14.61 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-I | 16.80 | ||
VRTS HIGH YIELD FUND-C | 14.38 | ||
VRTS INTER REAL ESTATE SEC FD-I | 11.07 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-A | 8.08 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-C | 12.09 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-I | 8.42 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-A | 6.11 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-B | 32.03 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-C | 18.85 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-I | 11.22 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-T | 15.87 | ||
VRTS PREMIUM ALPHASECTOR® FUND-A | 10.69 | ||
VRTS PREMIUM ALPHASECTOR® FUND-C | 20.33 | ||
VRTS PREMIUM ALPHASECTOR® FUND-I | 24.73 | ||
VRTS REAL ESTATE SECURITIES FUND-B | 6.13 | ||
VRTS REAL ESTATE SECURITIES FUND-C | 5.84 | ||
VRTS SENIOR FLOATING RATE FUND-C | 13.22 | ||
VRTS SENIOR FLOATING RATE FUND-I | 9.07 | ||
VRTS WEALTH MASTERS FUND-A | 8.54 | ||
VRTS WEALTH MASTERS FUND-C | 6.39 | ||
VRTS WEALTH MASTERS FUND-I | 14.75 |
139
Name and Address | Fund |
Percentage
Of
Class
|
|
GERARD H POULIN OR NANCY H POULIN TTEE POULIN FAMILY LIVING TRUST DTD SOUTH WINDSOR CT 06074-2931 |
VRTS GLOBAL COMMODITIES STOCK FUND-C | 7.21 | |
KEVIN F MCCARTHY FELECIA A MCCARTHY JT TEN MYRTLE BEACH SC 29579-0018
|
VRTS LOW VOLATILITY EQUITY FUND-C | 15.53 | |
LORRAINE DESAULNIERS TRUSTEE DEVON PRECISION INDUSTRIES INC PSP WOLCOTT CT 06716-0555
|
VRTS INTERNATIONAL EQUITY FUND-A | 20.47 | |
* |
LPL FINANCIAL 9785 TOWNE CENTRE DRIVE SAN DIEGO CA 92121-1968 |
VRTS ALLOCATOR PREM ALPHASECT® FD-I | 8.27 |
VRTS ALTERNATIVES DIVERSIFIER FUND-A | 19.28 | ||
VRTS DISCIPLINED SELECT COUNTRY FUND-I | 8.74 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-I | 5.75 | ||
VRTS FOREIGN OPPORTUNITIES FUND-C | 6.60 | ||
VRTS FOREIGN OPPORTUNITIES FUND-I | 6.58 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-C | 33.52 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-I | 17.03 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-C | 8.03 | ||
VRTS GREATER EUROPEAN OPPS FUND-A | 15.95 | ||
VRTS GREATER EUROPEAN OPPS FUND-C | 10.94 | ||
VRTS GREATER EUROPEAN OPPS FUND-I | 12.58 | ||
VRTS HIGH YIELD FUND-C | 6.02 | ||
VRTS HIGH YIELD FUND-I | 5.52 | ||
VRTS INTER REAL ESTATE SEC FD-C | 5.66 | ||
VRTS INTERNATIONAL EQUITY FUND-C | 8.73 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-B | 6.14 | ||
VRTS PREMIUM ALPHASECTOR® FUND-I | 5.88 | ||
VRTS REAL ESTATE SECURITIES FUND-B | 6.48 |
140
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS GLOBAL REAL ESTATE SEC FUND-A | 6.86 | ||
* |
MARIL & CO FBO JD C/O BMO HARRIS BANK NA ATTN: MF 11270 WEST PARK PLACE STE 400 MILWAUKEE, WI 53224-3638
|
VRTS ALTERNATIVES DIVERSIFIER FUND-I | 19.89 |
MIAMI UNIVERSITY FOUNDATION ATTN BRUCE GUIOT OXFORD OH 45056
|
VRTS GLOBAL OPPORTUNITIES FUND-I | 79.47 | |
MID ATLANTIC TRUST COMPANY FBO CHESAPEAKE BAY CANDLE LLC 401(K) PROFIT SHARING PLAN & TRUST 1251 WATERFRONT PLACE SUITE 525 PITTSBURGH, PA 15222
|
VRTS INTERNATIONAL SMALL-CAP FUND-A | 8.62 | |
* |
MLPF&S FOR THE SOLE BENEFIT OF ITS CUSTOMERS ATTN FUND ADMINISTRATION 4800 DEER LAKE DR E 3RD FL JACKSONVILLE FL 32246-6484 |
VRTS ALLOCATOR PREM ALPHASECT® FD-I | 8.03 |
VRTS ALPHASECTOR® ROTATION FUND-A | 8.78 | ||
VRTS ALPHASECTOR® ROTATION FUND-C | 19.16 | ||
VRTS ALPHASECTOR® ROTATION FUND-I | 11.94 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-A | 5.92 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-C | 19.77 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-I | 10.24 | ||
VRTS BOND FUND-A | 6.37 | ||
VRTS BOND FUND-C | 15.69 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-B | 73.58 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-C | 14.62 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-I | 15.41 | ||
VRTS FOREIGN OPPORTUNITIES FUND-A | 7.18 |
141
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS FOREIGN OPPORTUNITIES FUND-C | 13.30 | ||
VRTS GLOBAL DIVIDEND FUND-A | 5.17 | ||
VRTS GLOBAL DIVIDEND FUND-C | 18.67 | ||
VRTS GLOBAL DIVIDEND FUND-I | 10.51 | ||
VRTS GLOBAL OPPORTUNITIES FUND-C | 30.79 | ||
VRTS HIGH YIELD FUND-B | 7.92 | ||
VRTS HIGH YIELD FUND-C | 7.80 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-A | 9.30 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-C | 24.35 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-I | 20.17 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-A | 7.49 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-I | 15.19 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-T | 35.71 | ||
VRTS PREMIUM ALPHASECTOR® FUND-A | 5.99 | ||
VRTS PREMIUM ALPHASECTOR® FUND-C | 15.14 | ||
VRTS PREMIUM ALPHASECTOR® FUND-I | 17.40 | ||
VRTS REAL ESTATE SECURITIES FUND-B | 10.86 | ||
VRTS REAL ESTATE SECURITIES FUND-C | 9.59 | ||
VRTS SENIOR FLOATING RATE FUND-A | 6.62 | ||
VRTS SENIOR FLOATING RATE FUND-C | 15.13 | ||
VRTS SENIOR FLOATING RATE FUND-I | 27.16 | ||
VRTS WEALTH MASTERS FUND-C | 10.73 | ||
* |
MORGAN STANLEY SMITH BARNEY HARBORSIDE FINANCIAL CTR PLZ 2 FL 3 JERSEY CITY NJ 07311
|
VRTS ALLOCATOR PREM ALPHASECT® FD-I | 6.08 |
VRTS ALPHASECTOR® ROTATION FUND-C | 15.72 | ||
VRTS ALPHASECTOR® ROTATION FUND-I | 17.46 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-A | 6.18 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-C | 33.07 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-I | 26.64 | ||
VRTS BOND FUND-C | 8.58 | ||
VRTS CA TAX-EXEMPT BOND FUND-A | 6.65 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-A | 5.80 |
142
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS DYNAMIC ALPHASECTOR® FUND-B | 12.92 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-C | 21.99 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-I | 20.72 | ||
VRTS EMERGING MARKETS DEBT FUND-C | 23.80 | ||
VRTS FOREIGN OPPORTUNITIES FUND-C | 22.40 | ||
VRTS FOREIGN OPPORTUNITIES FUND-I | 29.81 | ||
VRTS GLOBAL DIVIDEND FUND-C | 21.55 | ||
VRTS GLOBAL DIVIDEND FUND-I | 10.61 | ||
VRTS GLOBAL OPPORTUNITIES FUND-A | 6.22 | ||
VRTS GLOBAL OPPORTUNITIES FUND-C | 11.65 | ||
VRTS HIGH YIELD FUND-C | 20.36 | ||
VRTS INTER REAL ESTATE SEC FD-C | 39.15 | ||
VRTS INTER REAL ESTATE SEC FD-I | 5.32 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-A | 6.84 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-C | 15.87 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-I | 23.15 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-A | 7.62 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-B | 6.76 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-C | 23.43 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-I | 28.12 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-T | 19.77 | ||
VRTS PREMIUM ALPHASECTOR® FUND-A | 5.93 | ||
VRTS PREMIUM ALPHASECTOR® FUND-C | 19.86 | ||
VRTS PREMIUM ALPHASECTOR® FUND-I | 17.23 | ||
VRTS REAL ESTATE SECURITIES FUND-B | 5.91 | ||
VRTS REAL ESTATE SECURITIES FUND-C | 15.33 | ||
VRTS SENIOR FLOATING RATE FUND-A | 6.37 | ||
VRTS SENIOR FLOATING RATE FUND-C | 23.75 | ||
VRTS SENIOR FLOATING RATE FUND-I | 21.54 | ||
VRTS WEALTH MASTERS FUND-A | 5.78 | ||
VRTS WEALTH MASTERS FUND-C | 14.88 | ||
VRTS WEALTH MASTERS FUND-I | 19.66 |
143
Name and Address | Fund |
Percentage
Of
Class
|
|
* |
NATIONAL FINANCIAL SERVICES LLC FOR EXCLUSIVE BENEFIT OF OUR CUSTOMERS ATTN MUTUAL FUNDS DEPT 4TH FLOOR 499 WASHINGTON BLVD JERSEY CITY NJ 07310 |
9.05
|
|
VRTS ALLOCATOR PREM ALPHASECT® FD-C | 5.20 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-A | 16.10 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-I | 6.35 | ||
VRTS BOND FUND-B | 21.94 | ||
VRTS BOND FUND-C | 7.53 | ||
VRTS BOND FUND-I | 52.37 | ||
VRTS CA TAX-EXEMPT BOND FUND-I | 82.43 | ||
VRTS DISCIPLINED EQUITY STYLE FUND-A | 5.41 | ||
VRTS DISCIPLINED SELECT BOND FUND-A | 80.80 | ||
VRTS EMERGING MARKETS DEBT FUND-A | 16.14 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-A | 14.38 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-I | 11.23 | ||
VRTS EMERGING MARKETS SMALL-CAP FUND-A | 24.92 | ||
VRTS EMERGING MARKETS SMALL-CAP FUND-I | 34.27 | ||
VRTS FOREIGN OPPORTUNITIES FUND-A | 12.78 | ||
VRTS FOREIGN OPPORTUNITIES FUND-C | 17.36 | ||
VRTS FOREIGN OPPORTUNITIES FUND-I | 11.83 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-A | 16.86 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-C | 5.57 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-I | 22.05 | ||
VRTS GLOBAL COMMODITIES STOCK FUND-A | 7.64 | ||
VRTS GLOBAL DIVIDEND FUND-A | 9.25 | ||
VRTS GLOBAL DIVIDEND FUND-I | 10.45 | ||
VRTS GLOBAL OPPORTUNITIES FUND-A | 5.93 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-A | 10.85 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-I | 21.13 | ||
VRTS GREATER EUROPEAN OPPS FUND-I | 14.00 | ||
VRTS HERZFELD FUND-I | 13.83 |
144
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS HIGH YIELD FUND-A | 5.16 | ||
VRTS HIGH YIELD FUND-C | 21.15 | ||
VRTS HIGH YIELD FUND-I | 73.00 | ||
VRTS INTER REAL ESTATE SEC FD-I | 15.46 | ||
VRTS INTERNATIONAL EQUITY FUND-I | 38.01 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-A | 9.24 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-I | 77.91 | ||
VRTS LOW VOLATILITY EQUITY FUND-A | 18.18 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-I | 6.09 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-A | 9.66 | ||
VRTS PREMIUM ALPHASECTOR® FUND-A | 5.99 | ||
VRTS PREMIUM ALPHASECTOR® FUND-I | 6.33 | ||
VRTS REAL ESTATE SECURITIES FUND-A | 20.65 | ||
VRTS REAL ESTATE SECURITIES FUND-B | 7.96 | ||
VRTS REAL ESTATE SECURITIES FUND-C | 14.14 | ||
VRTS REAL ESTATE SECURITIES FUND-I | 16.64 | ||
VRTS WEALTH MASTERS FUND-I | 8.53 | ||
* |
PERSHING LLC 1 PERSHING PLAZA JERSEY CITY NJ 07399-0002 |
VRTS ALLOCATOR PREM ALPHASECT® FD-A | 9.13 |
VRTS ALPHASECTOR® ROTATION FUND-A | 8.72 | ||
VRTS ALPHASECTOR® ROTATION FUND-C | 6.67 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-A | 8.24 | ||
VRTS BOND FUND-A | 5.33 | ||
VRTS BOND FUND-C | 16.06 | ||
VRTS CA TAX-EXEMPT BOND FUND-A | 5.25 | ||
VRTS DISCIPLINED EQUITY STYLE FUND-A | 5.97 | ||
VRTS DISCIPLINED EQUITY STYLE FUND-C | 40.37 | ||
VRTS DISCIPLINED SELECT BOND FUND-C | 8.81 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-A | 8.16 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-C | 10.83 | ||
VRTS EMERGING MARKETS DEBT FUND-C | 15.85 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-A | 9.32 |
145
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS EMERGING MARKETS EQTY INCOME FD-C | 49.82 | ||
VRTS EMERGING MARKETS SMALL-CAP FUND-C | 32.35 | ||
VRTS FOREIGN OPPORTUNITIES FUND-A | 7.72 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-A | 15.14 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-C | 10.04 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-I | 6.36 | ||
VRTS GLOBAL COMMODITIES STOCK FUND-A | 11.01 | ||
VRTS GLOBAL COMMODITIES STOCK FUND-C | 64.43 | ||
VRTS GLOBAL DIVIDEND FUND-A | 9.73 | ||
VRTS GLOBAL DIVIDEND FUND-C | 6.41 | ||
VRTS GLOBAL DIVIDEND FUND-I | 7.61 | ||
VRTS GLOBAL OPPORTUNITIES FUND-A | 15.07 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-A | 10.39 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-C | 13.32 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-I | 6.68 | ||
VRTS GREATER EUROPEAN OPPS FUND-A | 21.52 | ||
VRTS GREATER EUROPEAN OPPS FUND-C | 13.71 | ||
VRTS GREATER EUROPEAN OPPS FUND-I | 17.82 | ||
VRTS HERZFELD FUND-A | 29.48 | ||
VRTS HERZFELD FUND-C | 57.39 | ||
VRTS HIGH YIELD FUND-C | 7.45 | ||
VRTS INTER REAL ESTATE SEC FD-A | 54.08 | ||
VRTS INTER REAL ESTATE SEC FD-C | 12.44 | ||
VRTS INTERNATIONAL EQUITY FUND-A | 7.39 | ||
VRTS INTERNATIONAL EQUITY FUND-C | 54.51 | ||
VRTS INTERNATIONAL EQUITY FUND-I | 27.47 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-A | 11.47 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-C | 72.58 | ||
VRTS LOW VOLATILITY EQUITY FUND-A | 72.17 | ||
VRTS LOW VOLATILITY EQUITY FUND-C | 22.29 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-A | 11.17 |
146
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS MULTI-SECTOR INTERMEDIATE BD FD-B | 83.30 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-C | 6.88 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-A | 10.53 | ||
VRTS PREMIUM ALPHASECTOR® FUND-A | 6.68 | ||
VRTS PREMIUM ALPHASECTOR® FUND-C | 5.14 | ||
VRTS REAL ESTATE SECURITIES FUND-A | 12.63 | ||
VRTS REAL ESTATE SECURITIES FUND-B | 14.37 | ||
VRTS REAL ESTATE SECURITIES FUND-C | 6.31 | ||
VRTS SENIOR FLOATING RATE FUND-A | 15.70 | ||
VRTS WEALTH MASTERS FUND-A | 8.38 | ||
VRTS WEALTH MASTERS FUND-C | 9.32 | ||
* |
RAYMOND JAMES OMNIBUS FOR MUTUAL FUNDS HOUSE ACCT FIRM 92500015 ATTN COURTNEY WALLER 880 CARILLON PARKWAY ST PETERSBURG FL 33716 |
VRTS ALLOCATOR PREM ALPHASECT® FD-A | |
VRTS ALLOCATOR PREM ALPHASECT® FD-C | |||
VRTS ALTERNATIVES DIVERSIFIER FUND-A | 7.62 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-A | 6.03 | ||
VRTS EMERGING MARKETS DEBT FUND-C | 11.92 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-C | 11.09 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-I | 11.47 | ||
VRTS GLOBAL COMMODITIES STOCK FUND-A | 14.31 | ||
VRTS GLOBAL OPPORTUNITIES FUND-C | 9.21 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-C | 8.46 | ||
VRTS GREATER EUROPEAN OPPS FUND-C | 5.97 | ||
VRTS HERZFELD FUND-A | 8.54 | ||
VRTS HERZFELD FUND-I | 25.65 | ||
VRTS INTERNATIONAL EQUITY FUND-C | 16.13 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-A | 5.54 | ||
VRTS REAL ESTATE SECURITIES FUND-B | 11.19 | ||
VRTS REAL ESTATE SECURITIES FUND-C | 25.43 | ||
VRTS WEALTH MASTERS FUND-A | 7.98 | ||
VRTS WEALTH MASTERS FUND-C | 5.50 | ||
VRTS WEALTH MASTERS FUND-I | 5.45 |
147
Name and Address | Fund |
Percentage
Of
Class
|
|
* |
RBC CAPITAL MARKETS LLC MUTUAL FUND OMNIBUS PROCESSING OMNIBUS ATTN MUTUAL FUND OPS MANAGER 60 S 6TH ST MINNEAPOLIS MN 55402-4400 |
VRTS ALLOCATOR PREM ALPHASECT® FD-I | |
VRTS GLOBAL OPPORTUNITIES FUND-C | 8.00 | ||
VRTS GREATER EUROPEAN OPPS FUND-I | 13.35 | ||
VRTS HERZFELD FUND-A | 16.59 | ||
VRTS HERZFELD FUND-I | 6.27 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-A | 6.83 | ||
VRTS WEALTH MASTERS FUND-C | 8.62 | ||
* |
RELIANCE TRUST COMPANY FBO VONTOBEL ASSET P.O. BOX 48529 ATLANTA GA 30362
|
VRTS GLOBAL OPPORTUNITIES FUND-I | 6.79 |
VRTS GREATER EUROPEAN OPPS FUND-I | 16.09 | ||
VRTS REAL ESTATE SECURITIES FUND-A | 7.61 | ||
RICHARD S BONNETTE FREDERICK MD 21703-8306 |
VRTS DISCIPLINED EQUITY STYLE FUND-A | 11.00 | |
STIFEL NICOLAUS & CO INC A/C 4690-8173 KATHERINE L SMITH SEP IRA ST LOUIS MO 63102
|
VRTS INTERNATIONAL EQUITY FUND-C | 5.20 | |
* |
TD AMERITRADE INC FOR THE EXCLUSIVE BENEFIT OF OUR CLIENTS PO BOX 2226 OMAHA NE 68103-2226
|
VRTS HERZFELD FUND-I | 6.98 |
THOMAS J HERZFELD RUTLI R HERZFELD TTEES ERIK M HERZFELD FAMILY TRUST MIAMI BEACH FL 33139-7249 |
VRTS HERZFELD FUND-I | 9.16 | |
TRUST COMPANY OF AMERICA FBO #329 PO BOX 6503 ENGLEWOOD, CO 801556503
|
VRTS HIGH YIELD FUND-A | 5.90 | |
* |
UBS WM USA OMNI ACCOUNT M/F ATTN DEPARTMENT MANAGER 1000 HARBOR BLVD FL 5 WEEHAWKEN NJ 07086-6761 |
VRTS ALPHASECTOR® ROTATION FUND-C | 13.07 |
VRTS ALPHASECTOR® ROTATION FUND-I | 25.70 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-C | 8.97 | ||
VRTS ALTERNATIVES DIVERSIFIER FUND-I | 16.54 | ||
VRTS BOND FUND-A | 5.35 |
148
Name and Address | Fund |
Percentage
Of
Class
|
|
VRTS BOND FUND-C | 14.53 | ||
VRTS CA TAX-EXEMPT BOND FUND-A | 12.34 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-A | 7.42 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-C | 6.07 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-I | 19.92 | ||
VRTS EMERGING MARKETS DEBT FUND-C | 21.27 | ||
VRTS FOREIGN OPPORTUNITIES FUND-C | 11.27 | ||
VRTS GLBL PREMIUM ALPHASECTOR® FD-I | 6.79 | ||
VRTS GLOBAL DIVIDEND FUND-A | 9.03 | ||
VRTS GLOBAL DIVIDEND FUND-C | 17.60 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-C | 12.71 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-I | 5.04 | ||
VRTS HERZFELD FUND-A | 15.83 | ||
VRTS HERZFELD FUND-C | 31.03 | ||
VRTS HIGH YIELD FUND-C | 6.42 | ||
VRTS HIGH YIELD FUND-I | 12.12 | ||
VRTS INTER REAL ESTATE SEC FD-A | 6.21 | ||
VRTS INTER REAL ESTATE SEC FD-C | 7.57 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-A | 11.39 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-A | 7.84 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-C | 23.15 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD FD-I | 30.93 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-A | 9.72 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-C | 21.49 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-I | 28.82 | ||
VRTS MULTI-SECTOR SHORT TERM BOND FD-T | 13.82 | ||
VRTS PREMIUM ALPHASECTOR® FUND-C | 5.99 | ||
VRTS PREMIUM ALPHASECTOR® FUND-I | 14.22 | ||
VRTS REAL ESTATE SECURITIES FUND-I | 5.21 | ||
VRTS SENIOR FLOATING RATE FUND-A | 48.37 | ||
VRTS SENIOR FLOATING RATE FUND-C | 21.69 |
149
Name and Address | Fund |
Percentage
Of Class
|
|
VRTS SENIOR FLOATING RATE FUND-I | 25.73 | ||
VRTS WEALTH MASTERS FUND-A | 8.01 | ||
VRTS WEALTH MASTERS FUND-C | 13.64 | ||
VRTS WEALTH MASTERS FUND-I | 17.07 | ||
VIRTUS DIVERSIFIER FUND ATTN AMY ROBINSON C/O VIRTUS INVESTMENT PARTNERS 100 PEARL ST HARTFORD CT 06103-4506 |
VRTS GLOBAL COMMODITIES STOCK FUND-I | 95.05 | |
VRTS GLOBAL DIVIDEND FUND-I | 41.80 | ||
VRTS GLOBAL REAL ESTATE SEC FUND-I | 34.03 | ||
VRTS INTER REAL ESTATE SEC FD-I | 45.54 | ||
VIRTUS PARTNERS INC 100 PEARL ST 8TH FL HARTFORD CT 06103-4500 |
VRTS DISCIPLINED EQUITY STYLE FUND-A | 22.24 | |
VRTS DISCIPLINED EQUITY STYLE FUND-C | 29.74 | ||
VRTS DISCIPLINED EQUITY STYLE FUND-I | 99.49 | ||
VRTS DISCIPLINED SELECT BOND FUND-A | 16.55 | ||
VRTS DISCIPLINED SELECT BOND FUND-C | 86.94 | ||
VRTS DISCIPLINED SELECT BOND FUND-I | 100.00 | ||
VRTS DISCIPLINED SELECT COUNTRY FUND-A | 38.00 | ||
VRTS DISCIPLINED SELECT COUNTRY FUND-C | 72.15 | ||
VRTS DISCIPLINED SELECT COUNTRY FUND-I | 91.26 | ||
VRTS DYNAMIC ALPHASECTOR® FUND-R6 | 100.00 | ||
VRTS EMERGING MARKETS DEBT FUND-A | 13.84 | ||
VRTS EMERGING MARKETS DEBT FUND-C | 15.63 | ||
VRTS EMERGING MARKETS DEBT FUND-I | 94.20 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-A | 9.85 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-C | 13.39 | ||
VRTS EMERGING MARKETS EQTY INCOME FD-I | 6.78 | ||
VRTS EMERGING MARKETS SMALL-CAP FUND-A | 41.09 | ||
VRTS EMERGING MARKETS SMALL-CAP FUND-C | 64.52 |
150
Name and Address | Fund |
Percentage
Of Class
|
|
VRTS EMERGING MARKETS SMALL-CAP FUND-I | 60.37 | ||
VRTS FOREIGN OPPORTUNITIES FUND-R6 | 100.00 | ||
VRTS HERZFELD FUND-I | 18.24 | ||
VRTS INTERNATIONAL EQUITY FUND-C | 11.31 | ||
VRTS INTERNATIONAL EQUITY FUND-I | 15.23 | ||
VRTS INTERNATIONAL SMALL-CAP FUND-R6 | 100.00 | ||
VRTS INTERNATIONAL WEALTH MASTERS FD-A | 96.04 | ||
VRTS INTERNATIONAL WEALTH MASTERS FD-C | 100.00 | ||
VRTS INTERNATIONAL WEALTH MASTERS FD-I | 100.00 | ||
VRTS LOW VOLATILITY EQUITY FUND-A | 6.01 | ||
VRTS LOW VOLATILITY EQUITY FUND-C | 9.01 | ||
VRTS LOW VOLATILITY EQUITY FUND-I | 97.28 | ||
VRTS MULTI-SECTOR INTERMEDIATE BD-R6 | 100.00 | ||
VRTS PREMIUM ALPHASECTOR® FUND-R6 | 100.00 | ||
VRTS REAL ESTATE SECURITIES FUND-R6 | 100.00 | ||
VRTS INTER REAL ESTATE SEC FD-A | 17.79 |
151
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 (as Exhibit a) 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 (“VOT” or the “Registrant”), dated November 16, 2006, filed via EDGAR (as Exhibit a.2) with Post-Effective Amendment No. 23 (File No. 033-65137) on January 30, 2007 and incorporated herein by reference. |
(b) | Bylaws. |
1. | Amended and Restated By-Laws dated November 16, 2005, filed via EDGAR (as Exhibit b.1) 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 (as Exhibit b.2) 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 (as Exhibit b.3) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012 and incorporated herein by reference. |
(c) | See Articles III, V, VI and VIII of Registrant’s Agreement and Declaration of Trust and Articles II and VII of Registrant’s Bylaws, each as amended. |
(d) | Investment Advisory Contracts. |
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. |
a) | 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. |
b) | 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. |
c) | 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. |
d) | 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. |
e) | 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. |
f) | 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. |
g) | 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. |
h) | 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. |
i) | 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. |
j) | 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. |
k) | 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. |
l) | 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. |
m) | 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. |
n) | 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 (as Exhibit d.15) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
o) | 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 (as Exhibit d.16) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
p) | 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 (as Exhibit d.17) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
q) | Seventeenth Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of June 10, 2013, on behalf of Low Volatility Equity Fund, filed via EDGAR (as Exhibit d.18) with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
r) | Eighteenth Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of December 18, 2013, on behalf of Emerging Markets Small Cap Fund, filed via EDGAR (as Exhibit d.1.r) with Post-Effective Amendment No. 70 (File No. 033-65137) on January 27, 2014, and incorporated herein by reference. |
s) | Nineteenth Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of November 13, 2014, on behalf of International Wealth Masters Fund filed via EDGAR (as Exhibit d.1.s) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
t) | *Twentieth Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of January 6, 2015, filed via EDGAR herewith (as Exhibit d.1.t). |
u) | *Twenty-First Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of March 19, 2015, on behalf of Virtus Essential Resources Fund, filed via EDGAR herewith (as Exhibit d.1.u). |
2. | 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. |
3. | Subadvisory Agreement between VIA and Coxe Advisors LLC (“Coxe”) on behalf of Global Commodities Stock Fund dated March 15, 2011, filed via EDGAR (as Exhibit d.19) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
4. | 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.9) 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. |
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. |
5. | 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. |
6. | Subadvisory Agreement between VIA and Euclid on behalf of Dynamic AlphaSector Fund dated February 6, 2012, filed via EDGAR (as Exhibit d.22) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
7. | Subadvisory Agreement between VIA and Euclid on behalf of International Equity Fund dated July 23, 2013, filed via EDGAR (as Exhibit d.7) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
8. | Subadvisory Agreement between VIA and F-Squared Investments, Inc. (“F-Squared 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, filed via EDGAR (as Exhibit d.26) with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
9. | 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. |
10. | Subadvisory Agreement between VIA and F-Squared Institutional (since assigned to F-Squared Alternative Investments, LLC (“F-Squared Alternative”)), on behalf of Dynamic AlphaSector Fund dated February 6, 2012, filed via EDGAR (as Exhibit d.10) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
a) | Assignment and Assumption Agreement between F-Squared Institutional and F-Squared Alternative on behalf of Dynamic AlphaSector Fund dated January 1, 2013, filed via EDGAR with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
11. | Subadvisory Agreement between VIA and Thomas J. Herzfeld Advisors, Inc. (“Herzfeld”) on behalf of Herzfeld Fund dated August 28, 2012, filed via EDGAR (as Exhibit d.32) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
12. | Subadvisory Agreement between VIA and Horizon Asset Management LLC (“Horizon”) on behalf of Wealth Masters Fund dated August 28, 2012, filed via EDGAR (as Exhibit d.25) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
13. | Subadvisory Agreement between VIA and Horizon on behalf of International Wealth Masters Fund dated November 13, 2014, filed via EDGAR (as Exhibit d.13) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
14. | Subadvisory Agreement between VIA and Kayne Anderson Rudnick Investment Management, LLC (“Kayne Anderson Rudnick”) on behalf of International Small-Cap Equity Fund dated August 28, 2012, filed via EDGAR (as Exhibit d.26) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
a) | Amendment to Subadvisory Agreement between VIA and Kayne Anderson Rudnick dated December 18, 2013, on behalf of Emerging Markets Small-Cap Fund, filed via EDGAR (as Exhibit d.11.a) with Post-Effective Amendment No. 70 (File No. 033-65137) on January 27, 2014, and incorporated herein by reference. |
15. | 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 (as Exhibit d.27) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
16. | *Subadvisory Agreement between VIA and KBI on behalf of Virtus Essential Resources Fund dated March 19, 2015, filed via EDGAR herewith (as Exhibit d.16). |
17. | 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. |
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. |
18. | Subadvisory Agreement between VIA and Newfleet on behalf of Emerging Markets Debt Fund dated August 28, 2012, filed via EDGAR (as Exhibit d.29) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
19. | 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 (as Exhibit d.30) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
20. | Subadvisory Agreement between VIA and Rampart Investment Management Company, LLC (“Rampart”) on behalf of Low Volatility Equity Fund dated June 10, 2013, filed via EDGAR with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
21. | 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.
(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 (as Exhibit e.1) with Post-Effective Amendment No. 15 (File No. 033-65137) on January 25, 2005 and incorporated herein by reference. |
2. | Form of Sales Agreement between VP Distributors and dealers (April 1, 2014), filed via EDGAR (as Exhibit e.2) with Post-Effective Amendment No. 99 to the Registration Statement of Virtus Equity Trust (“VET”) (File No. 002-16590) on July 28, 2014 and incorporated herein by reference. |
(f) | None. |
(g) | Custodian Agreement. |
1. | Master Custody Agreement between Registrant and JPMorgan Chase Bank, N.A., dated March 1, 2013, filed via EDGAR (as Exhibit g.1) with Post-Effective Amendment No. 56 to the Registration Statement of Virtus Insight Trust (“VIT”) (File No. 033-64915) on April 29, 2013 and incorporated herein by reference. |
(h) | Other Material Contracts. |
1. | Amended and Restated Transfer Agency and Service Agreement between the Registrant and VP Distributors (since assigned to Virtus Fund Services, LLC (“Virtus Fund Services”)) dated January 1, 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. |
a) | Amendment to Amended and Restated Transfer Agency and Service Agreement between Registrant and VP Distributors (since assigned to Virtus Fund Services) 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 Registrant and VP Distributors (since assigned to Virtus Fund Services) 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 Registrant and Virtus Fund Services effective as of January 1, 2013, filed via EDGAR (as Exhibit h.1.c) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
d) | Fourth Amendment to Amended and Restated Transfer Agency and Service Agreement between Registrant and Virtus Fund Services, effective as of January 1, 2015, to be filed by amendment. |
2. | Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, Virtus Equity Trust (“VET”), VIT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), dated April 15, 2011, filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment No. 54 to the Registration Statement of VIT (File No. 033-64915) on April 27, 2012 and incorporated herein by reference. |
a) | Adoption and Amendment Agreement among the Registrant, Virtus Alternative Solutions Trust (“VAST”), VET, VIT, Virtus Fund Services and BNY Mellon filed via EDGAR (as Exhibit h.2.b) with Pre-effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on April 4, 2014, and incorporated herein by reference. |
b) | Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VET, VIT, VAST, Virtus Fund Services and BNY Mellon filed via EDGAR (as Exhibit h.2.a) with Post-effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on September 8, 2014, and incorporated herein by reference. |
c) | Amendment to Sub-Transfer Agency and Shareholder Services Agreement among the Registrant, VET, VIT, VAST, Virtus Fund Services and BNY Mellon effective November 12, 2014, filed via EDGAR (as |
Exhibit h.2.c) with Post-effective Amendment No. 80 (File No. 033-65137) on January 27, 2015, and incorporated herein by reference.
d) | Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Registrant, VET, VIT, VOT, VAST, Virtus Fund Services and BNY Mellon, effective March 19, 2015, to be filed by amendment. |
3. | Amended and Restated Administration Agreement between Registrant and VP Distributors (since assigned to Virtus Fund Services), 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 (since assigned to Virtus Fund Services), 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 (since assigned to Virtus Fund Services), 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 (since assigned to Virtus Fund Services), 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 (since assigned to Virtus Fund Services), 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 (since assigned to Virtus Fund Services), 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 (since assigned to Virtus Fund Services), dated August 28, 2012, filed via EDGAR (as Exhibit h.2.f) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
g) | Seventh Amendment to Amended and Restated Administration Agreement between Registrant and VP Distributors (since assigned to Virtus Fund Services), dated December 18, 2012, filed via EDGAR (as Exhibit h.2.g) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
h) | Eighth Amendment to Amended and Restated Administration Agreement between Registrant and Virtus Fund Services, dated June 10, 2013, filed via EDGAR with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
i) | Ninth Amendment to Amended and Restated Administration Agreement between Registrant and Virtus Fund Services, dated December 18, 2013, on behalf of Emerging Markets Small-Cap Fund, filed via EDGAR (as Exhibit h.3.i) with Post-Effective Amendment No. 70 (File No. 033-65137) on January 27, 2014, and incorporated herein by reference. |
j) | Tenth Amendment to Amended and Restated Administration Agreement between Registrant and Virtus Fund Services, dated November 13, 2014, on behalf of International Wealth Masters Fund, filed via EDGAR (as Exhibit h.3.j) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
k) | Eleventh Amendment to Amended and Restated Administration Agreement between Registrant and Virtus Fund Services, dated January 1, 2015, filed via EDGAR (as Exhibit h.3.k) with Post-effective Amendment No. 80 (File No. 033-65137) on January 27, 2015, and incorporated herein by reference. |
l) | *Twelfth Amendment to Amended and Restated Administration Agreement between Registrant and Virtus Fund Services, dated March 19, 2015, filed via EDGAR herewith (as Exhibit h.3.l). |
4. | Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, dated January 1, 2010, filed via EDGAR (as Exhibit h.5) with Post-Effective Amendment No. 50 to the Registration Statement of VIT (File No. 033-64915) on February 25, 2010 and incorporated herein by reference. |
a) | First Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, dated June 30, 2010 filed via EDGAR (as Exhibit h.13.) with Post-Effective Amendment No. 52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011 and incorporated herein by reference. |
b) | Second Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, dated September 14, 2010 filed via EDGAR (as Exhibit h.14.) with Post-Effective Amendment No. 52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011 and incorporated herein by reference. |
c) | Third Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, dated March 15, 2011 filed via EDGAR (as Exhibit h.15.) with Post-Effective Amendment No. 52 to the Registration Statement of VIT (File No. 033-64915) on April 28, 2011 and incorporated herein by reference. |
d) | Fourth Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, dated August 28, 2012, filed via EDGAR (as Exhibit h.4.d) with Post-Effective Amendment No. 56 to the Registration Statement of VIT (File No. 033-64915) on April 29, 2013 and incorporated herein by reference. |
e) | Fifth Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, dated December 18, 2012, filed via EDGAR (as Exhibit h.4.e) with Post-Effective Amendment No. 56 to the Registration Statement of VIT (File No. 033-64915) on April 29, 2013 and incorporated herein by reference. |
f) | Sixth Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, Virtus Fund Services and BNY Mellon, dated June 10, 2013, filed via EDGAR (as Exhibit h.4.f) with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
g) | Seventh Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, Virtus Fund Services and BNY Mellon, dated December 18, 2013, filed via EDGAR (as Exhibit h.4.g) with Post-Effective Amendment No. 70 (File No. 033-65137) on January 27, 2014, and incorporated herein by reference. |
h) | Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VAST, VET, VIT, Virtus Variable Insurance Trust (“VVIT”), VATS Offshore Fund, Ltd. (“VATS”), Virtus Fund Services and BNY Mellon dated February 24, 2014, filed via EDGAR (as Exhibit h.4.h) with Pre-Effective Amendment No. 3 to VAST’s Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference. |
i) | *Amended Exhibit B to Sub-Administration and Accounting Services Agreement among the Registrant, VAST, VET, VIT, VVIT, VATS, Virtus Fund Services and BNY Mellon, dated August 19, 2014, filed via EDGAR herewith (as Exhibit h.4.i). |
j) | Amended Exhibit B to Sub-Administration and Accounting Services Agreement among the Registrant, VAST, VET, VIT, VVIT, VATS, Virtus Fund Services and BNY Mellon, dated November 17, 2014, filed via EDGAR (as Exhibit h.4.j) with Post-effective Amendment No. 80 (File No. 033-65137) on January 27, 2015, and incorporated herein by reference. |
k) | Tenth Amendment to Sub-Administration and Accounting Services Agreement among the Registrant, VET, VIT, Virtus Fund Services and BNY Mellon, dated March 19, 2015, to be filed by amendment. |
5. | *Twenty-Third Amended and Restated Expense Limitation Agreement between Registrant and VIA, effective as of March 19, 2015, filed via EDGAR herewith (as Exhibit h.5). |
6. | Second Amended and Restated Fee Waiver Agreement between Registrant and VP Distributors, dated as of March 17, 2011, filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
7. | Form of Indemnification Agreement with each trustee of Registrant, effective as of March 18, 2013, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 97 to the Registration Statement of VET (File No. 002-16590) on July 26, 2013 and incorporated herein by reference. |
(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 March 13, 2015, filed via EDGAR herewith (as Exhibit i.2). |
3. | *Consent of Sullivan & Worcester, filed via EDGAR herewith (as Exhibit i.3). |
(j) | Other Opinions. |
1. | *Consent of Independent Registered Public Accounting Firm filed via EDGAR herewith (as Exhibit j.1). |
(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. |
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 (as Exhibit m.1.j) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
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 (as Exhibit m.1.k) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
l) | Amendment No. 12 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective June 10, 2013, filed via EDGAR with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
m) | Amendment No. 13 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective December 18, 2013, on behalf of Emerging Markets Small-Cap Fund, filed via EDGAR (as Exhibit m.1.m) with Post-Effective Amendment No. 70 (File No. 033-65137) on January 27, 2014, and incorporated herein by reference. |
n) | Amendment No. 14 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective November 13, 2014, filed via EDGAR (as Exhibit m.1.n) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
o) | *Amendment No. 15 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective March 19, 2015, filed via EDGAR herewith (as Exhibit m.1.o). |
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. |
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 (as Exhibit m.3.j) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
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 (as Exhibit m.3.k) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
l) | Amendment No. 12 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective June 10, 2013, filed via EDGAR (as Exhibit m.3.l) with Post-Effective Amendment No. 64 (File No. 033-65137) on June 10, 2013, and incorporated herein by reference. |
m) | Amendment No. 13 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective December 18, 2013, filed via EDGAR (as Exhibit m.3.m) with Post-Effective Amendment No. 70 (File No. 033-65137) on January 27, 2014, and incorporated herein by reference. |
n) | Amendment No. 14 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective November 13, 2014, filed via EDGAR (as Exhibit m.3.n) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
o) | *Amendment No. 15 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective March 19, 2015, filed via EDGAR herewith (as Exhibit m.3.o). |
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 21, 2014, filed via EDGAR (as Exhibit n.1) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
a) | First Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act, effective as of November 13, 2014, filed via EDGAR (as Exhibit n.1.a) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 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 March 19, 2015, filed via EDGAR herewith (as Exhibit n.1.b). |
(o) | Reserved. |
(p) | Code of Ethics. |
1. | Amended and Restated Code of Ethics of the Virtus Mutual Funds dated March 25, 2014, filed via EDGAR (as Exhibit p.1) with Pre-effective Amendment No. 3 to VAST’s Registration Statement (File No. 333-191940) on March 28, 2014 and incorporated herein by reference. |
2. | Amended and Restated Code of Ethics of VIA, VP Distributors and other Virtus Affiliates dated July 1, 2014, filed via EDGAR (as Exhibit p.2) with Post-effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on September 8, 2014, and incorporated herein by reference. |
3. | Standards of Business Conduct and Code of Ethics of Subadviser BMO amended as of October 1, 2013, filed via EDGAR (as Exhibit p.3) with Post-Effective Amendment No. 70 (File No. 033-65137) on January 27, 2014, and incorporated herein by reference. |
4. | Code of Ethics and Insider Trading Policy of Sub-Subadviser Coxe as of February 1, 2012, filed via EDGAR (as Exhibit p.4) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
5. | Code of Ethics of Subadviser Vontobel dated February 2, 2012, filed via EDGAR (as Exhibit p.5) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
6. | *Code of Ethics of Subadviser F-Squared Alternative and F-Squared Institutional dated January 2015, filed herewith via EDGAR (as Exhibit p.6). |
7. | Code of Ethics of Subadviser Herzfeld dated May 23, 2012, filed via EDGAR (as Exhibit p.8) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
8. | Code of Ethics of Subadviser Horizon dated April 2014, filed via EDGAR (as Exhibit p.8) with Post-Effective Amendment No. 75 (File No. 033-65137) on November 12, 2014 and incorporated herein by reference. |
9. | Code of Ethics of Subadviser KBI dated May 2012, filed via EDGAR (as Exhibit p.10) with Post-Effective Amendment No. 61 (File No. 033-65137) on January 25, 2013 and incorporated herein by reference. |
(q) | *Power of Attorney for all Trustees, dated June 2, 2010, filed herewith via EDGAR (as Exhibit q). |
(r) | *Power of Attorney for Trustee Hassell H. McClellan, dated January 21, 2015, filed herewith via EDGAR (as Exhibit r). |
* 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 e.1 of the Registrant’s Registration Statement filed on January 25, 2005. Indemnification of Registrant’s Custodian is provided for in the Master Custody Agreement incorporated herein by reference to Exhibit G.1 of the Registrant’s Registration Statement of VIT (File No. 033-64915) filed April 29, 2013. The indemnification of Registrant’s Transfer Agent is provided for in Article 6 of the Amended and Restated Transfer Agency and Service Agreement incorporated herein by reference to Exhibit h.6 of the Registration Statement of VIT (File No. 033-64915) filed on February 25, 2010. The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to Exhibit H.8 of Post-effective Amendment No. 97 to the Registrant’s Registration Statement filed on July 26, 2013, whereby the Registrant shall indemnify the trustee for expenses incurred in any proceeding in connection with the trustee’s service to the Registrant subject to certain limited exceptions.
In addition, Article VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to Exhibit A of the Registrant’s Registration Statement filed on January 25, 2002, provides in relevant part as follows:
“A Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager or Principal Underwriter of the Trust. The Trust (i) may indemnify an agent of the Trust or any Person who is serving or has served at the Trust’s request as an agent of another organization in which the Trust has any interest as a shareholder, creditor or otherwise and (ii) shall indemnify each Person who is, or has been, a Trustee, officer or employee of the Trust and any Person who is serving or has served at the Trust’s request as a director, officer, trustee, or employee of another organization in which the Trust has any interest as a shareholder, creditor or otherwise, in the case of (i) and (ii), to the fullest extent consistent with the Investment Company Act of 1940, as amended (the “1940 Act”) and in the manner provided in the By-Laws; provided that such indemnification shall not be available to any of the foregoing Persons in connection with a claim, suit or other proceeding by any such Person against the Trust or a Series (or Class) thereof.
All persons extending credit to, contracting with or having any claim against the Trust or the Trustees shall look only to the assets of the appropriate Series (or Class thereof if the Trustees have included a Class limitation on liability in the agreement with such person as provided below), or, if the Trustees have yet to establish Series, of the Trust for payment under such credit, contract or claim; and neither the Trustees nor the Shareholders, nor any of the Trust’s officers, employees or agents, whether past, present or future, shall be personally liable therefor.
Every note, bond, contract, instrument, certificate or undertaking and every other act or thing whatsoever executed or done by or on behalf of the Trust or the Trustees by any of them in connection with the Trust shall conclusively be deemed to have been executed or done only in or with respect to his or their capacity as Trustee or Trustees, and such Trustee or Trustees shall not be personally liable thereon. …
… A Trustee shall be liable to the Trust and to any Shareholder solely for her or his own willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of the office of Trustee, and shall not be liable for errors of judgment or mistakes of fact or law. The Trustees may take advice of counsel or other experts with respect to the meaning and operation of this Declaration of Trust, and shall be under no liability for any act or omission in accordance with such advice nor for failing to follow such advice.”
In addition, Article III section 7 of such Agreement and Declaration of Trust provides for the indemnification of shareholders of the Registrant as follows: “If any Shareholder or former Shareholder shall be exposed to liability by reason of a claim or demand relating to such Person being or having been a Shareholder, and not because of such Person's acts or omissions, the Shareholder or former Shareholder (or such Person's heirs, executors, administrators, or other legal representatives or in the case of a corporation or other entity, its corporate or other general successor) shall be entitled to be held harmless from and indemnified out of the assets of the Trust against all cost and expense reasonably incurred in connection with such claim or demand, but only out of the assets held with respect to the particular Series of Shares of which such Person is or was a Shareholder and from or in relation to which such liability arose. The Trust may, at its option and shall, upon request by the Shareholder, assume the defense of any claim made against the Shareholder for any act or obligation of the Trust and satisfy any judgment thereon from the assets held with respect to the particular series.”
Article VI Section 2 of the Registrant’s Bylaws incorporated herein by reference to Exhibit B.1 of the Registrant’s Registration Statement filed on January 30, 2007, 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 indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser and Subadvisers
See “Management of the Funds” in the Prospectus and “Investment Advisory and Other Services” and “Management of the Trust” in the Statement of Additional Information which is included in this Post-Effective Amendment. For information as to the business, profession, vocation or employment of a substantial nature of directors and officers of the Adviser and Subadvisers, reference is made to the Adviser’s and 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 | 801-60358 |
Newfleet | 801-51559 |
Newfound | 801-77272 |
Rampart | 801-77244 |
Vontobel | 801-21953 |
Item 32. Principal Underwriter
VP Distributors, LLC serves as the principal underwriter for the following registrants:
Virtus Alternative Solutions Trust, Virtus Equity Trust, Virtus Insight Trust, Virtus Opportunities Trust and Virtus Variable Insurance Trust.
(b) | Directors and executive officers of VP Distributors, 100 Pearl Street, Hartford, CT 06103 are as follows: |
(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: | |
Kevin J. Carr, Esq. 100 Pearl Street Hartford, CT 06103 |
VP Distributors, LLC 100 Pearl Street Hartford, CT 06103 |
|
Investment Adviser: | Custodian: | |
Virtus Investment Advisers, Inc. 100 Pearl Street Hartford, CT 06103 |
JPMorgan Chase Bank, National Association One Chase Manhattan Plaza, 19 th Floor New York, NY 10005 |
|
Administrator & Transfer Agent: | ||
Virtus Fund Services, LLC 100 Pearl Street Hartford, CT 06103 |
||
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, International Equity 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, 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: International Wealth Masters Fund and 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: Emerging Markets Small-Cap Fund and International Small-Cap Equity Fund | Subadviser to: Emerging Markets Equity Income Fund and Essential Resources 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 |
|
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: Low Volatility Equity Fund | Subadviser to: Foreign Opportunities Fund, Global Opportunities Fund, and Greater European Opportunities Fund | |
Rampart Investment Management Company, LLC One International Place, 14th Floor Boston, MA 02110 |
Vontobel Asset Management, Inc. 1540 Broadway, 38th Floor New York, NY 10036 |
Item 34. Management Services
None.
Item 35. Undertakings
None.
Item 28. Exhibits
d.1.t | Twentieth Amendment to the Amended and Restated Investment Advisory Agreement |
d.1.u | Twenty-First Amendment to the Amended and Restated Investment Advisory Agreement |
d.16 | Subadvisory Agreement between Virtus Investment Advisers, Inc. and Kleinwort Benson Investors International, Ltd. |
h.3.l | Twelfth Amendment to Amended and Restated Administration Agreement |
h.4.i | Amended Exhibit B to Sub-Administration and Accounting Services Agreement |
h.5 | Twenty-Third Amended and Restated Expense Limitation Agreement between Registrant and Virtus Investment Advisers, Inc. |
i.2 | Opinion of Counsel as to legality of shares |
i.3 | Consent of Sullivan & Worcester |
j.1 | Consent of Independent Registered Public Accounting Firm |
m.1.o | Amendment No. 15 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act |
m.3.o | Amendment No. 15 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act |
n.1.b | Second Amendment to Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act |
p.6 | Code of Ethics of Subadviser F-Squared Alternative and F-Squared Institutional |
q | Power of Attorney for all Trustees |
r | Power of Attorney for Trustee Hassell H. McClellan |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford and the State of Connecticut on the 13 th day of March, 2015.
VIRTUS OPPORTUNITIES TRUST | |
By: | /s/ George R. Aylward |
George R. Aylward | |
President |
Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 13 th day of March, 2015.
Signature |
Title |
/s/ George R. Aylward |
|
George R. Aylward
|
Trustee and President (principal executive officer) |
/s/ W. Patrick Bradley | |
W. Patrick Bradley |
Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer) |
/s/ Hassell H. McClellan | |
Hassell H. McClellan* |
Trustee
|
/s/ Philip R. McLoughlin | |
Philip R. McLoughlin* |
Trustee and Chairman
|
/s/ Geraldine M. McNamara | |
Geraldine M. McNamara* |
Trustee
|
/s/ James M. Oates | |
James M. Oates* |
Trustee
|
/s/ Richard E. Segerson | |
Richard E. Segerson* |
Trustee
|
/s/ Ferdinand L.J. Verdonck | |
Ferdinand L.J. Verdonck* |
Trustee |
*By | /s/ George R. Aylward |
*George
R. Aylward, Attorney-in-Fact,
pursuant to a power of attorney |
Exhibit 99.(d).1.t
TWENTIETH AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 6 th day of January 2015, 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, August 28, 2012, December 18, 2012, June 10, 2013, December 18, 2013, and November 13, 2014 (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:
[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: /s/ W. Patrick Bradley
Name: W. Patrick Bradley
Title: Senior Vice President, Chief Financial Officer & Treasurer
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ Francis G. Waltman
Name: Francis G. Waltman
Title: Executive Vice President
SCHEDULE A
Series | Investment Advisory Fee | ||
Virtus Alternatives Diversifier Fund | 0.00% | ||
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 | 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 Intermediate 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% |
Virtus Low Volatility Equity Fund | 0.95% | 0.90% | 0.85% |
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 Small-Cap Fund | 1.20% | 1.15% | |
Virtus Emerging Markets Equity Income Fund | 1.05% | 1.00% | |
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 International Wealth Masters Fund | 0.90% | 0.85% | |
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.
Exhibit 99.(d).1.u
TWENTY-FIRST AMENDMENT
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THIS AMENDMENT effective as of the 19th day of March 2015, 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, August 28, 2012, December 18, 2012, June 10, 2013, December 18, 2013, November 13, 2014, and January 6, 2015 (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:
[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: /s/ W. Patrick Bradley
Name: W. Patrick Bradley
Title: Senior Vice President, Chief Financial Officer & Treasurer
VIRTUS INVESTMENT ADVISERS, INC.
By: /s/ Francis G. Waltman
Name: Francis G. Waltman
Title: Executive Vice President
SCHEDULE A
Series | Investment Advisory Fee | ||
Virtus Alternatives Diversifier Fund | 0.00% | ||
Virtus Essential Resources 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 | 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 Intermediate 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% |
Virtus Low Volatility Equity Fund | 0.95% | 0.90% | 0.85% |
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 Small-Cap Fund | 1.20% | 1.15% | |
Virtus Emerging Markets Equity Income Fund | 1.05% | 1.00% | |
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 International Wealth Masters Fund | 0.90% | 0.85% | |
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.
Exhibit 99.(d).16
VIRTUS OPPORTUNITIES TRUST
VIRTUS ESSENTIAL RESOURCES FUND
SUBADVISORY AGREEMENT
March 16, 2015
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 Essential Resources 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. |
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 |
2 |
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 |
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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 |
A. | The Subadviser represents, warrants and agrees that: |
1. | It is registered as an “investment adviser” under the Investment Advisers Act of 1940, as amended (“Advisers Act”). |
2. | It will maintain, keep current and preserve such records on behalf of the Fund, in the manner required or permitted by the Act and the Rules thereunder as are required of an investment adviser of a registered investment company (to the extent applicable). 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. |
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3. | 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. |
4. | It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, written policies and procedures reasonably designed to prevent violation, by it and its supervised persons, of the Advisers Act and the rules that the SEC has adopted under the Advisers Act. Throughout the term of this Agreement, the Subadviser shall provide the Adviser with any certifications, information and access to personnel and resources (including those resources that will permit testing of Subadviser’s compliance policies by the Adviser) that the Adviser may reasonably request to enable the Fund to comply with Rule 38a-1 under the Act. 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. |
5. | 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. |
B. | The Fund represents, warrants and agrees that: |
1. | the Fund is a statutory trust established pursuant to the laws of State of Delaware; |
2. | the Fund is duly registered as an investment company under the 1940 Act; |
5 |
3. | the execution, delivery and performance of this Agreement are within the Fund’s powers, have been and remain duly authorized by all necessary action (including without limitation all necessary approvals and other actions required under the 1940 Act) and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on the Fund; |
4. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
5. | this Agreement constitutes a legal, valid and binding obligation enforceable against the Fund in accordance with its terms. |
C. | The Adviser represents, warrants and agrees that: |
1. | The Adviser is a corporation duly established, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and is duly qualified to do business and is in good standing under the laws of each jurisdiction where the failure to so qualify would have a material adverse effect on its business; |
2. | Adviser is duly registered as an “investment adviser” under the Advisers Act; |
3. | Adviser has been duly appointed by the Trustees and shareholders of the Fund to provide investment services to the Fund as contemplated by the advisory contract; |
4. | the execution, delivery and performance of this Agreement are within Adviser’s powers, have been and remain duly authorized by all necessary corporate action and will not violate or constitute a default under any applicable law or regulation or of any decree, order, judgment, agreement or instrument binding on Adviser; |
5. | no consent of any applicable governmental authority or body is necessary, except for such consents as have been obtained and are in full force and effect, and all conditions of which have been duly complied with; and |
6. | this Agreement constitutes a legal, valid and binding obligation enforceable against Adviser. |
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 |
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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, 2016. 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 at any time without payment of any penalty (i) by the Board, or by a vote of a majority of the outstanding voting securities of the Fund (as defined in the Act), upon 30 days’ prior written notice to the Adviser and the Subadviser, (ii) by the Subadviser upon 30 days’ prior written notice to the Adviser and the Fund, or (iii) by the Adviser upon 30 days’ written notice to the Subadviser. This Agreement may also be terminated, without the payment of any penalty, by the Adviser or the Board immediately upon the material breach by the Subadviser of this Agreement or by the Subadviser immediately upon the material breach by the Adviser of this Agreement. This Agreement shall terminate automatically and immediately upon termination of the Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its assignment, as such term is defined in and interpreted under the terms of the Act and the rules promulgated thereunder. Provisions of this Agreement relating to indemnification shall survive any termination of this Agreement. |
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
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Facsimile: 1 212 218-5442
E-mail: Geoff.Blake@KBInvestors.US
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’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 Subadviser or the Trust, or the omission of such information, by the Adviser for use therein. |
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’s obligation under this Paragraph 6 shall be reduced 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. | Relationship of Parties . The Adviser, the Fund and Subadviser are not partners or joint venturers with each other and nothing in this Agreement shall be construed so as to make them partners or joint |
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venturers or impose any liability as such on either of them. Subadviser shall perform its duties under this Agreement as an independent contractor and not as an agent of the Fund, the Trustees or the Adviser.
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]
9 |
VIRTUS OPPORTUNITIES TRUST | ||||
By: | /s/ W. Patrick Bradley | |||
Name: W. Patrick Bradley | ||||
Title: Vice President, Chief Financial Officer & Treasurer | ||||
VIRTUS INVESTMENT ADVISERS, INC. | ||||
By: | /s/ Francis G. Waltman | |||
Name: Francis G. Waltman | ||||
Title: Executive Vice President |
ACCEPTED: | ||||
KLEINWORT BENSON INVESTORS INTERNATIONAL LTD. | ||||
By: | /s/ Geoff Blake | |||
Name: Geoff Blake | ||||
Title: Director, Head of Business Development & Client Services |
SCHEDULES: | A. | Operational Procedures |
B. | Record Keeping Requirements |
C. | Fee Schedule |
D. | Subadviser Functions |
E. | Form of Sub-Certification |
F. | Designated Series |
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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.
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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.
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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 Essential Resources 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.
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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. |
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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. |
15 |
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] |
16 |
SCHEDULE F
DESIGNATED SERIES
Virtus Essential Resources Fund
17 |
Exhibit 99.(h).3.1
TWELFTH AMENDMENT
to
AMENDED AND RESTATED ADMINISTRATION AGREEMENT
THIS AMENDMENT made effective as of the 19th day of March 2015 amends that certain amended and restated administration agreement, dated as of January 1, 2015, as amended, between the Trusts listed on Schedule A including the Funds listed under each Trust and Virtus Fund Services, LLC (successor in interest to 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 Virtus Essential Resources 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: /s/ W. Patrick Bradley
Name: W. Patrick Bradley
Title: Senior Vice President, Chief Financial Officer & Treasurer
VIRTUS FUND SERVICES, LLC
By: /s/ David G. Hanley
Name: David G. Hanley
Title: Vice President & Assistant Treasurer
SCHEDULE A
(as of March 19, 2015)
Virtus Equity Trust |
Virtus Contrarian Value 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 Emerging Markets Opportunities Fund |
Virtus Low Duration Income Fund |
Virtus Tax-Exempt Bond 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 |
Virtus Emerging Markets Debt Fund |
Virtus Emerging Markets Equity Income Fund Virtus Emerging Markets Small-Cap Fund Vitus Essential Resources Fund |
Virtus Foreign Opportunities Fund |
Virtus Global Commodities Stock Fund |
Virtus Global Dividend Fund |
Virtus Global Opportunities Fund |
Virtus Global Premium AlphaSector Fund |
Virtus Global Real Estate Securities 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 International Wealth Masters Fund |
Virtus Low Volatility Equity Fund |
Virtus Multi-Sector Intermediate Bond 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 |
Any Fund with net assets in excess of $10 billion will receive an offsetting credit to its administrative fee, such that the portion of its net assets in excess of $10 billion will only be assessed an administrative fee of .07%. The fees for the portion of such a Fund’s net assets up to and inclusive of the first $10 billion will remain consistent with the fee schedule above.
Exhibit 99.(h).4.i
EXHIBIT B
THIS EXHIBIT B, amended and restated as of August 19, 2014, is Exhibit B to that certain Sub-Administration and Accounting Services Agreement dated as of January 1, 2010, as amended, by and among Virtus Services, LLC, each of the investment companies and the Portfolios listed below and BNY Mellon Investment Servicing (US) Inc.
PORTFOLIOS
GROUP A
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 Emerging Markets Opportunities Fund
Virtus Insight Government Money Market Fund
Virtus Insight Money Market Fund
Virtus Insight Tax-Exempt Money Market Fund
Virtus Low Duration Income Fund
Virtus Tax-Exempt Bond Fund
Virtus Opportunities Trust
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 Emerging Markets Debt Fund
Virtus Emerging Markets Equity Income Fund
Virtus Emerging Markets Small-Cap Fund
Virtus Foreign Opportunities Fund
Virtus Global Commodities Stock Fund
Virtus Global Dividend Fund
Virtus Global Opportunities Fund
Virtus Global Real Estate Securities Fund
Virtus International Equity Fund
Virtus Greater Asia ex Japan Opportunities Fund
Virtus Greater European Opportunities Fund
Virtus Herzfeld Fund
Virtus High Yield Fund
Virtus International Real Estate Securities Fund
Virtus International Small Cap Fund
Virtus Low Volatility Equity Fund
Virtus Multi-Sector Intermediate Bond Fund
Virtus Multi-Sector Short Term Bond Fund
Virtus Real Estate Securities Fund
Virtus Senior Floating Rate Fund
Virtus Wealth Masters Fund
FUNDS OF FUNDS
Virtus Alternatives Diversifier Fund
Virtus AlphaSector ® Rotation Fund
Virtus Dynamic AlphaSector ® Fund
Virtus Premium AlphaSector ® Fund
Virtus Allocator Premium AlphaSector Fund
Virtus Global Premium AlphaSector Fund
GROUP B
VIRTUS VARIABLE INSURANCE TRUST
Virtus International Series
Virtus Capital Growth Series
Virtus Small-Cap Growth Series
Virtus Small-Cap Value Series
Virtus Multi-Sector Fixed Income Series
Virtus Growth & Income Series
Virtus Strategic Allocation Series
Virtus Real Estate Securities Series
Virtus Premium AlphaSector Series
GROUP C
VIRTUS ALTERNATIVE SOLUTIONS TRUST
Virtus Alternative Income Solution Fund
Virtus Alternative Total Solution Fund
VATS Offshore Fund, LTD. [1]
(effective as of March 17, 2014)
Virtus Alternative Inflation Solution Fund
Virtus Strategic Income Fund
[Signature page follows.]
1 Fees will be included with those fees charged to the Portfolio that holds the Cayman subsidiary.
IN WITNESS WHEREOF, the parties hereto have caused this amended and restated Exhibit B to be executed by their officers designated below effective as of the date and year first above written.
BNY MELLON INVESTMENT SERVICING (US) INC. | |||
By: | /s/ William Greilich | ||
Name: | William Greilich | ||
Title: | Managing Director | ||
VIRTUS FUND SERVICES, LLC | |||
By: | /s/ Amy Hackett | ||
Name: | Amy Hackett | ||
Title: | Vice President | ||
VIRTUS MUTUAL FUNDS: | |||
VIRTUS EQUITY TRUST | |||
VIRTUS INSIGHT TRUST | |||
VIRTUS OPPORTUNITIES TRUST | |||
VIRTUS VARIABLE INSURANCE TRUST | |||
VIRTUS ALTERNATIVE SOLUTIONS TRUST | |||
VATS OFFSHORE FUND, LTD. | |||
Each on behalf of itself and its Portfolios only | |||
By: | /s/ W. Patrick Bradley | ||
Name: | W. Patrick Bradley | ||
Title: | Senior Vice President, Chief Financial | ||
Officer and Treasurer |
Exhibit 99.(h).5
TWENTY-THIRD AMENDED AND RESTATED
EXPENSE LIMITATION AGREEMENT
VIRTUS OPPORTUNITIES TRUST
This Twenty-Third Amended and Restated Expense Limitation Agreement (the “Agreement”), effective as of March 19, 2015, amends and restates that certain Amended & Restated Expense Limitation Agreement effective as of November 17, 2014, 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 and for Virtus Senior Floating Rate Fund also does not include leverage expenses,
if any.
|
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 |
4. | 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. |
5. | 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 which, for the avoidance of doubt, may be provided verbally or in writing. 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. |
6. | Assignment. This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party. |
7. | 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. |
8. | 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. |
9. | 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. |
10. | 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. |
11. | 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: | /s/ W. Patrick Bradley | By: | /s/ Francis G. Waltman | ||
W. Patrick Bradley | Francis G. Waltman | ||||
Senior Vice President, Chief Financial Officer | Executive Vice President | ||||
and Treasurer |
APPENDIX A
Contractual Expense Limitations
Virtus Mutual Fund | Total Fund Operating Expense Limit | Term | |||||
Class A
|
Class
B |
Class C |
Class I |
Class R6 |
Class
T |
||
Virtus International Wealth Masters Fund | 1.55% | -- | 2.30% | 1.30% | -- | -- | November 17, 2014 – January 31, 2016 |
Virtus Essential Resources Fund
|
1.65% | -- | 2.40% | 1.40% | -- | -- | March 19, 2015 – January 31, 2017 |
Voluntary Expense Limitations*
Virtus Mutual Fund | Total Fund Operating Expense Limit | Effective Date | |||||
Class
A |
Class
B |
Class
C |
Class I |
Class R6 |
Class
T |
||
Virtus Allocator Premium AlphaSector Fund | 1.75% | -- | 2.50% | 1.50% | -- | -- | March 31, 2012 |
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 Disciplined Equity Style Fund | 1.60% | -- | 2.35% | 1.35% | -- | -- | February 1, 2014 |
Virtus Disciplined Select Bond Fund | 1.40% | -- | 2.15% | 1.15% | -- | -- | February 1, 2014 |
Virtus Disciplined Select Country Fund | 1.70% | -- | 2.45% | 1.45% | -- | -- | February 1, 2014 |
Virtus Emerging Markets Debt Fund | 1.35% | -- | 2.10% | 1.10% | -- | -- | February 1, 2014 |
Virtus Emerging Markets Equity Income Fund | 1.75% | -- | 2.50% | 1.50% | -- | -- | February 1, 2014 |
Virtus Global Commodities Stock Fund | 1.65% | -- | 2.40% | 1.40% | -- | -- | March 31, 2012 |
Virtus Global Opportunities Fund | 1.55% | 2.30% | 2.30% | 1.30% | -- | -- | January 1, 2010 ** |
Virtus Global Premium AlphaSector Fund | 1.75% | -- | 2.50% | 1.50% | -- | -- | March 31, 2012 |
Virtus Global Real Estate Securities Fund | 1.40% | -- | 2.15% | 1.15% | -- | -- | April 1, 2010 |
Virtus Greater European Opportunities Fund | 1.45% | -- | 2.20% | 1.20% | -- | -- | April 1, 2010 |
Virtus Herzfeld Fund | 1.60% | -- | 2.35% | 1.35% | -- | -- | February 1, 2014 |
Virtus High-Yield Fund | 1.15% | 1.90% | 1.90% | 0.90% | -- | -- | January 1, 2011 ** |
Virtus International Equity Fund | 1.50% | -- | 2.25% | 1.25% | -- | -- | January 27, 2012 |
Virtus International Real Estate Securities Fund | 1.50% | -- | 2.25% | 1.25% | -- | -- | February 1, 2009 |
Virtus International Small-Cap Fund | 1.60% | -- | 2.35% | 1.35% | 1.26% | -- | February 1, 2014 |
Virtus Low Volatility Equity Fund | 1.55% | -- | 2.30% | 1.30% | January 28, 2015 | ||
Virtus Multi-Sector Short Term Bond Fund | 1.10% | 1.60% | 1.35% | 0.85% | -- | 1.85% | April 14, 2010 |
Virtus Premium AlphaSector Fund | 1.70% | -- | 2.45% | 1.45% | 1.38% | -- |
June 30, 2010-
June 30, 2011 |
Virtus Senior Floating Rate Fund | 1.20% | -- | 1.95% | 0.95% | -- | -- | February 1, 2009 |
Virtus Wealth Masters Fund | 1.45% | -- | 2.20% | 1.20% | -- | -- | February 1, 2014 |
* Voluntary expense limitations are terminable at any time upon notice.
Exhibit 99.(i).2
March 13, 2015
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: | Virtus Opportunities Trust (the “Trust”) |
Post-Effective Amendment No. 82
to Registration Statement 033-65137
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the Securities Act of 1933, as amended, of shares (the “Shares”) of the above-referenced Trust. In rendering this opinion, I have examined such documents, records and matters of law as deemed necessary for purposes of this opinion. I have assumed the genuineness of all signatures of all parties, the authenticity of all documents submitted as originals, the correctness of all copies and the correctness of all written or oral statements made to me.
Based upon and subject to the foregoing, it is my opinion that the Shares that will be issued by the Trust when sold will be legally issued, fully paid and non-assessable.
My opinion is rendered solely in connection with the Registration Statement on Form N1-A under which the Shares will be registered and may not be relied upon for any other purpose without my written consent. I hereby consent to the use of this opinion as an exhibit to such Registration Statement.
Very truly yours,
/s/ Kevin J. Carr
Kevin J. Carr
Senior Vice President, Chief Legal Officer, Counsel and Secretary
Virtus Opportunities Trust
Exhibit 99.(i).3
CONSENT OF SULLIVAN & WORCESTER LLP
We hereby consent to the use of our name and any reference to our firm in the Statement of Additional Information of Virtus Opportunities Trust (the “Trust”), included as part of Post-Effective Amendment No. 82 to the Trust’s Registration Statement on Form N-1A (File No. 333-65137). In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.
/s/ Sullivan & Worcester LLP
Sullivan & Worcester LLP
Washington, DC
March 13, 2015
Exhibit 99.(j).1
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 reports dated November 19, 2014, relating to the financial statements and financial highlights which appear in the September 30, 2014 Annual Reports to Shareholders of Virtus Opportunities Trust, which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings “Glossary”, “Non-Public Portfolio Holdings Information”, "Independent Registered Public Accounting Firm" and "Financial Statements" in such Registration Statement.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 13, 2015
Exhibit 99.(m).1.o
VIRTUS OPPORTUNITIES TRUST
(the “Fund”)
AMENDMENT NO. 15 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 19th day of March, 2015 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, August 28, 2012, December 18, 2012, June 10, 2013,December 18, 2013, and November 13, 2014, 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 Virtus Essential Resources Fund, 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 March 19, 2015)
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 |
Virtus Emerging Markets Debt Fund |
Virtus Emerging Markets Equity Income Fund Virtus Emerging Markets Small-Cap Fund Virtus Essential Resources Fund |
Virtus Foreign Opportunities Fund |
Virtus Global Commodities Stock Fund |
Virtus Global Dividend Fund |
Virtus Global Opportunities Fund |
Virtus Global Premium AlphaSector Fund |
Virtus Global Real Estate Securities 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 International Wealth Masters Fund |
Virtus Low Volatility Equity Fund |
Virtus Multi-Sector Intermediate Bond 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 |
Exhibit 99.(m).3.o
VIRTUS OPPORTUNITIES TRUST
(the “Fund”)
AMENDMENT NO. 15 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 19th day of March, 2015 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, August 28, 2012,December 18, 2012, June 10, 2013,December 18, 2013, and November 13, 2014, 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 Virtus Essential Resources Fund, 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 March 19, 2015)
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 |
Virtus Emerging Markets Debt Fund |
Virtus Emerging Markets Equity Income Fund Virtus Emerging Markets Small-Cap Fund Virtus Essential Resources Fund |
Virtus Foreign Opportunities Fund |
Virtus Global Commodities Stock Fund |
Virtus Global Dividend Fund |
Virtus Global Opportunities Fund |
Virtus Global Premium AlphaSector Fund |
Virtus Global Real Estate Securities 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 International Wealth Masters Fund |
Virtus Low Volatility Equity Fund |
Virtus Multi-Sector Intermediate Bond 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 |
Exhibit 99.(n).1.b
VIRTUS MUTUAL FUNDS
SECOND 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 19th day of March, 2015, 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 21, 2014 (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 Virtus Essential Resources 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 March 19, 2015)
A Shares |
B Shares |
C Shares |
I Shares |
R6 Shares |
T Shares |
|
Virtus Equity Trust | ||||||
Virtus Contrarian Value 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 | 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 Emerging Markets Opportunities Fund | X | X | X | X | ||
Virtus Low Duration Income Fund | X | X | X | |||
Virtus Tax-Exempt Bond 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 | X | ||
Virtus Emerging Markets Debt Fund | X | X | X | |||
Virtus Emerging Markets Equity Income Fund | X | X | X | |||
Virtus Emerging Markets Small-Cap Fund | X | X | X | |||
Virtus Essential Resources Fund | X | X | X | |||
Virtus Foreign Opportunities Fund | X | X | X | X | ||
Virtus Global Commodities Stock Fund | X | X | X | |||
Virtus Global Dividend 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 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 | X | ||
Virtus International Wealth Masters Fund | X | X | X | |||
Virtus Low Volatility Equity Fund | X | X | X | |||
Virtus Multi-Sector Intermediate Bond Fund | X | X | X | X | ||
Virtus Multi-Sector Short Term Bond Fund | X | X | X | X | X | |
Virtus Premium AlphaSector Fund | X | X | X | X | ||
Virtus Real Estate Securities Fund | X | X | X | X | X | |
Virtus Senior Floating Rate Fund | X | X | X | |||
Virtus Wealth Masters Fund | X | X | X |
Exhibit 99.(p).6
Appendix A
F-SQUARED INVESTMENTS, INC.
F-SQUARED RETIREMENT SOLUTIONS, LLC
F-SQUARED INSTITUTIONAL ADVISORS, LLC
F-SQUARED ALTERNATIVE INVESTMENTS, LLC
F-SQUARED CAPITAL, LLC
CODE OF ETHICS
January 2015
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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 (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 (the “Act”).
The Adviser is required to provide all Employees with a copy of this Code and any amendments hereto. Each Employee is required to provide Compliance 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. | 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 Compliance. If an employee wishes to remain anonymous, they must report such violation(s) or potential violation(s) utilizing the firm’s anonymous hotline vendor, Lighthouse Services Inc.
Lighthouse Services Hotline Numbers, E-mail Address and Web Address :
Toll-Free Telephone:
English speaking USA and Canada: 844-990-0002
Spanish speaking USA and Canada: 800-216-1288
Website: www.lighthouse-services.com/f2inv
E-mail: reports@lighthouse-services.com (must include company name with report)
Failure to report, in a prompt manner, any violation(s) of this Code that an Employee is are aware of, will be considered itself a violation of the Code and subject to remedial action.
III. | REMEDIAL SANCTIONING |
If an Employee violates this Code, they are subject to remedial sanctioning imposed by Compliance. Sanctions will be determined on a facts and circumstances basis and are designed to educate and promote the Firm’s culture of compliance. Sanctions may include, but are not limited to, notices in the employee files maintained by Compliance and Human Resources, notices to supervisors, disgorgement of profits, imposition of a substantial fine, demotion, suspension or termination.
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IV. | STANDARDS OF BUSINESS CONDUCT |
Fiduciary Duty
This Code is based on the principle that the Adviser and you, as our Employee, owe a fiduciary duty to its clients. Accordingly, the employee must avoid activities, interests and relationships that might interfere or appear to interfere with making decisions in the best interests of our clients. The Code seeks to place the interests of clients over the interests of the Adviser and any Employee, and to comply with the applicable Federal Securities Laws and other applicable law.
At all times, the employee must place the interests of our clients first. In other words, as a fiduciary the employee must scrupulously avoid serving the employee’s own personal interests ahead of the interests of our clients. Employees must also conduct all personal securities transactions in full compliance with this Code. The employee must not take any action in connection with their personal investments that could cause even the appearance of unfairness or impropriety. Accordingly, the employee must comply with the policies and procedures set forth in this Code. Avoid taking inappropriate advantage of their position. The receipt of investment opportunities, gifts or gratuities from persons seeking business with the Adviser directly or on behalf of an client could call into question the independence of the employee’s business judgment.
Customer Complaints
Employees must report all written complaints (including electronically written) about the Firm or related to a particular associated person of the Firm to Compliance. Compliance will keep a record of customer complaints detailing the following: complainant’s name, address, account number, the date the complaint was received, the name of each associated person identified in the complaint, description of the nature of the complaint; and the disposition of the complaint. However, if an employee receives an original copy of a written complaint, it must be sent to Compliance who will save the original along with a record of the disposition of the Complaint.
Legal compliance
Employees must obey all laws and regulations applicable to the Adviser’s business, including but not limited to, the applicable Federal Securities Laws.
Insider Trading
The employee shall not engage in transactions in any Securities while in possession of material, nonpublic information regarding the Securities. Nor shall the employee communicate material, nonpublic information to any person who might use the information to purchase or sell Securities.
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. 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. Because materiality determinations are often
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challenged with the benefit of hindsight, if an Employee has any doubt whether certain information is “material,” he or she should address the question with Compliance immediately.
1. | 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. |
2. | 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. |
Handling of Confidential 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.
V. | PERSONAL SECURITIES TRANSACTIONS – ACCESS PERSONS |
Trading in General
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 complied with the provisions set forth below.
Pre-clearance
Access Persons must seek to obtain pre-clearance trading approval from Compliance 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’s Restricted List will be monitored and amended on an as-needed basis by the Investment Committee and Compliance.
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 .
Beneficial Ownership
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.
Exempt Securities
Access Persons are required to report all transactions in Covered Securities. The following are not considered Covered Securities:
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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. |
Initial Public Offerings
Access Persons must obtain prior written approval of Compliance to acquire direct or indirect Beneficial Ownership of any Security in an Initial Public Offering.
Limited Offering/ Private Placement
Access Persons must obtain prior written approval of Compliance to acquire direct or indirect Beneficial Ownership of any Security in Private Placements (e.g. real estate, LLC’s, outside hedge funds).
Use of Broker-Dealers and Confirmations
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 Compliance, duplicate copies of confirmations of all transactions in the account and copies of periodic statements for the account. Alternatively, Access Persons may provide Compliance with such statements and confirmations directly.
Reporting
Compliance 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. Compliance 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.
Initial Holdings Reports
If an employee is an Access Person, they must report no later than ten (10) days after becoming an Access Person to Compliance the following information, and such report must be current as of a date no more than forty five (45) days prior to the date they become an Access Person:
1. | 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; |
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2. | 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 |
3. | the date that the report is submitted by the Access Person. |
Access Persons may comply with this requirement by providing statements from each of their applicable accounts to Compliance in the stated time frame.
The Access Person must submit annually thereafter an annual holdings report setting forth the above-specified information as mentioned below. Access Persons may comply with this requirement by providing statements from each of their applicable accounts to Compliance in the stated time frame.
Quarterly Reports
Every Access Person must report to Compliance no later than thirty (30) days after the end of the calendar quarter, the following information:
1. | 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: |
a. | 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; |
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 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. |
The foregoing includes reporting securities acquired through a gift or inheritance.
2. | 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 : |
a. | The name of the broker, dealer or bank with which the Access Person established the account; |
b. | The date the account was established; and |
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.
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.
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c. | The date that the report is submitted by the Access Person. |
3. | 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 Compliance 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: |
a. | 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 Compliance; |
b. | the form of such confirmations, account statements or records provide to the Adviser contain all the information required in a Quarterly Transaction Report; and |
c. | 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.
Annual Holdings Reports
If an employee is an Access Person, they must report no later than thirty (30) days after the calendar year end, the following information:
1. | 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; |
2. | 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 |
3. | 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.
Exceptions to Reporting Requirements
1. | An Access Person need not make a report to Compliance 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. |
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.
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2. | As noted above, an Access Person need not report securities transactions during a calendar quarter on the Quarterly Transaction Report to Compliance 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 thirty (30) days after the end of the applicable calendar quarter. |
3. | Access Persons are not required to report securities transactions in Covered Securities purchased pursuant to an Automatic Investment Plan on the Quarterly Transaction Report . |
VI. | 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 Compliance 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 Compliance.
VII. | COMPLIANCE CERTIFICATIONS |
Certificate of Receipt
Employees are required to acknowledge receipt of their copy of this Code and any amendment hereto.
Annual Certificate of Compliance
Employees are required to certify upon commencement of their employment or the effective date of this Code, whichever occurs later, and annually thereafter, that they have read and understand this Code and recognize that they are subject to this Code. Each annual certificate will also state that they have complied with the requirements of this Code during the prior year, and if an employee is an Access Person that they have disclosed, reported, or caused to be reported all transactions during the prior year in Covered Securities of which they had or acquired Beneficial Ownership.
VIII. | ADMINISTRATION |
Please refer any questions regarding the applicability, meaning or administration of this Code to Compliance advance of any contemplated transaction. Exemptions from certain provisions of this Code may be granted by Compliance if it is determined that the fundamental obligations of the person involved are not and will not be compromised.
Compliance will annually review the adequacy of the Code and the effectiveness of its implementation.
IX. | DEFINITIONS |
“Access Person” means any Employee of the Adviser who:
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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. |
“Advisory Client” means a client for whom the Adviser provides investment advisory services for compensation.
“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.
“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 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.
“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the Investment Company Act of 1940, as amended.
“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.
“ 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.
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“ 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.
“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.
“Fund” means an investment company registered under the Investment Company Act of 1940, as amended.
“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.
“Purchase or Sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.
“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. |
“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.
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X. | GIFTS AND ENTERTAINMENT POLICY |
No Firm employee shall use their position with the Firm to inappropriately obtain anything of value. In order to address conflicts of interest that may arise when an employs receives or gives a gift or participates in business entertainment, the Firm places the following restrictions on such practices.
Non-cash gifts of $250 or less and usual and customary business entertainment involving both parties are allowed. Gifts and business entertainment exceeding these parameters must receive pre-approval from Compliance who shall maintain records relating to such pre-approval requests.
Gifts
Employees must receive pre-approval from Compliance when giving or receiving anything of value that the employee reasonably believes exceeds $250. The $250 limitation applies to a single gift or gifts from the same individual or entity, which when aggregated over a 12-month period exceed $250. Compliance may require that gifts exceeding $250 or otherwise deemed to be inappropriate be returned to the provider.
It is customary for the Firm to receive gift baskets or food from time to time. Such gift baskets and food delivered to the Firm’s office do not require pre-approval.
Reasonable gifts given or received due to a personal relationship with a party that may do business with the Firm, such as for a wedding or birth of a child, do not require pre-approval.
No employee may give or receive cash or cash equivalents from a party that does business with the Firm. Gift cards may be appropriate if approved by a supervisor or Compliance.
Entertainment
Employees may not participate in lavish or excessive entertainment with any party that does business with the Firm.
Employees may provide or accept reasonable business entertainment, such as meals or sporting event attendance, if the following criteria are met:
1. | The employee has a business relationship with the person providing or receiving the entertainment, |
2. | Both sides are present during the business entertainment (i.e., a representatives from each of the Firm and the entity providing or receiving the business entertainment are present), and |
3. | Participation in the business entertainment would enhance the business relationship. |
All entertainment that exceeds these standards must be approved in advance by Compliance.
Government Officials and ERISA Plans
Employees must receive Compliance pre-approval for any business gifts or business entertainment involving a government official or ERISA plan. In accordance with the Foreign Corrupt Practices Act, no gifts, payments, offers or promises of payments or gifts may be knowingly given to any foreign official with the intent of securing an improper business advantage or influencing any act or decision of government. For the purposes of this law, a foreign official encompasses any employee or official of any foreign government, agency, state-
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owned business, public international organization, or anyone acting on behalf of a foreign government in any official capacity. Payments through non-official intermediaries or third-parties with the intent of influencing an official are also prohibited.
XI. | OUTSIDE BUSINESS ACTIVITIES |
Employees may not serve on the board of directors for an outside entity, whether commercial or non-profit, without receiving pre-approval from Compliance. In addition, employees may not have an active role in the management of an outside business without Compliance approval. Employees must disclose all outside business activities to Compliance.
XII. | POLITICAL CONTRIBUTIONS |
Pursuant to the SEC’s Pay-to-Play Rule, employees intending to make a political contribution to an official running for or holding a state or local office must receive Compliance pre-approval. Violations of this policy may prohibit the Firm from providing advisory services for compensation for 2 years to associated government entities (including public pension funds, public university endowments and other collective government funds).
The Pay-to-Play Rule allows for a de minimis exemption permitting a covered associate from making contributions of up to $350 per election per candidate if the covered associate is entitled to vote for such candidate, and $150 if the covered associate is not entitled to vote for such candidate. Such de minimis exemptions shall be determined by Compliance. Employees must pre-clear all affected contributions.
Neither the Firm nor its employees may use indirect contributions to indirectly make a political contribution. Thus, employees must also pre-clear any political contributions being made by a spouse or familial household member.
Compliance shall keep all required records of pre-cleared political contributions.
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Exhibit 99.(q)
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of the below-named trusts, with their respective file numbers under the Securities Act of 1933 noted, hereby constitute and appoint George R. Aylward and Kevin J. Carr, or either of them, as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all registration statements on Form N-1A, amendments thereto, and such other filings as may be appropriate, with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.
Virtus Equity Trust | (002-16590) | |
Virtus Insight Trust | (033-64915) | |
Virtus Institutional Trust | (033-80057) | |
Virtus Opportunities Trust | (033-65137) |
I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.
IN WITNESS WHEREOF, this 2 nd day of June, 2010.
/s/ Geraldine M. McNamara | /s/ Leroy Keith, Jr. | ||
Geraldine M. McNamara, Trustee | Dr. Leroy Keith, Jr., Trustee | ||
/s/ Richard E. Segerson | /s/ Philip R. McLoughlin | ||
Richard E. Segerson, Trustee | Philip R. McLoughlin, Trustee | ||
/s/ Ferdinand L. J. Verdonck | /s/ James M. Oates | ||
Ferdinand L. J. Verdonck, Trustee | James M. Oates, Trustee | ||
/s/ George R. Aylward | |||
George R. Aylward, Trustee |
All signatures need not appear on the same copy of this Power of Attorney.
Exhibit 99.(r)
POWER OF ATTORNEY
I, the undersigned member of the Board of Trustees of the below-named trusts, with their respective file numbers under the Securities Act of 1933 noted, hereby constitute and appoint George R. Aylward and Kevin J. Carr, or either of them, as my true and lawful attorneys and agents with full power to sign for me in the capacity indicated below, any or all registration statements on Form N-1A, amendments thereto, and such other filings as may be appropriate, with the Securities and Exchange Commission under the Securities Act of 1933 and/or the Investment Company Act of 1940 relating to each of said mutual funds, and hereby ratify and confirm my signature as it may be signed by said attorneys and agents.
Virtus Equity Trust | (002-16590) | |
Virtus Insight Trust | (033-64915) | |
Virtus Opportunities Trust | (033-65137) |
I hereby declare that a photostatic, xerographic or other similar copy of this original instrument shall be as effective as the original.
IN WITNESS WHEREOF, this 21 st day of January, 2015.
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/s/ Hassell H. McClellan Hassell H. McClellan, Trustee |