VIA is a wholly owned subsidiary of Virtus Partners, Inc., which is a wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”) a publicly traded multi-manager asset management business, as of December 31, 2008 (NYSE: VRTS). VIA has acted as an investment adviser since 1932 and has been an SEC-registered investment adviser since 1969. We offer investment advisory services to open-end and closed-end investment companies registered under the Investment Company Act (the “Funds”); and Undertakings for Collective Investment in Transferable Securities (the “UCITS”) authorized under the European Directive; Funds and UCITS collectively (the “Accounts”). Assets under management The total regulatory assets under management of VIA, as of December 31, 2023, amounted to $47,757,397,829, all managed on a discretionary basis, however from time to time, we may also manage accounts on a non-discretionary basis.
• When we manage accounts on a discretionary basis, we have full authority to determine which securities are purchased or sold; and
• When managing accounts on a non-discretionary basis, we perform our duties in accordance with the limitations described in the client contract and we do not have the ultimate authority to decide what is bought and sold or the timing of such transactions. Sub-advisory Relationships The vast majority of our assets under management are delegated to affiliated and unaffiliated investment advisers pursuant to delegation or sub-advisory agreements (“subadvisers”). Under these circumstances, VIA is considered a “manager of managers.” As a result, throughout this Brochure, reference to services provided by VIA, with the exception of those Accounts to which VIA provides direct investment management (further described under “Item 8, Methods of Analysis, Investment Strategies and Risk of Loss”), should be read to include services provided by a subadviser or service provider to which VIA has delegated authority in connection with its advisory services. VIA provides direct investment management (does not utilize subadvisers) for a limited number of Accounts. VIA’s subadvisers will change from time to time but as of the date of this Brochure, they are as follows: Affiliated Subadvisers
• Duff & Phelps Investment Management Co.
• Kayne Anderson Rudnick Investment Management, LLC
• NFJ Investment Group, LLC (“NFJ”)
• Silvant Capital Management LLC
• Sustainable Growth Advisers, LP (“SGA”)
• Virtus Fixed Income Advisers, LLC ("VFIA")1
• Westchester Capital Management, LLC Unaffiliated Subadvisers
• Voya Investment Management Co., LLC
• Zevenbergen Capital Investments LLC2 Relationships Not Subadvised VIA provides direct investment management (does not utilize subadvisers) for a limited number of client accounts. Investment services are provided by two teams: the Virtus Multi-Asset team (“Virtus Multi-Asset); and the Virtus Systematic team (“Virtus Systematic”). These client accounts are as follows: Virtus Multi-Asset: Virtus Global Allocation Fund (See Virtus Strategies Trust (“VST”) below) Virtus Systematic:
• Virtus Emerging Markets Opportunities Fund (See Virtus Investment Trust (“VIT”) below)
• Virtus International Small-Cap Fund (See Virtus Strategy Trust (“VST”) below)
• Virtus Small-Cap Fund (See Virtus Investment Trust (“VIT”) below) As further described in Item 10. Other Financial Industry Activities and Affiliations, Virtus Multi- Asset and Virtus Systematic Portfolio Managers and Analysts also serve as “dual-hatted” employees of VIA’s affiliate, Virtus Fund Advisers, LLC (“VFA”) and in doing so provide advisory services on behalf of VFA. In addition, traders serve Virtus Multi-Asset, Virtus Systematic and certain other VIA affiliates as further described in Item 10. Advisory Services – Mutual Funds VIA provides investment advisory services to the following open-end funds of The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Investment Trust, Virtus 1 Three separate divisions operate under a single legal entity named Virtus Fixed Income Advisers, LLC (“VFIA”). The three divisions of VFIA maintain their distinct investment process and philosophy, portfolio management teams, investment culture and brand. They operate under the d/b/a names of Newfleet Asset Management, Seix Investment Advisors and Stone Harbor Investment Partners. 2 Virtus indirectly holds a minority ownership interest in Zevenbergen Capital Investments LLC. Strategy Trust, Virtus Equity Trust, Virtus Opportunities Trust, and the Virtus Variable Insurance Trust, which are affiliated trusts registered under the Investment Company Act: The Merger Fund® (“TMF”) The Merger Fund® VL (“TMFVL”) Virtus Equity Trust (“VET”)
• Virtus KAR Capital Growth Fund
• Virtus KAR Equity Income Fund
• Virtus KAR Global Quality Dividend Fund
• Virtus KAR Mid-Cap Core Fund
• Virtus KAR Mid-Cap Growth Fund
• Virtus KAR Small-Cap Core Fund
• Virtus KAR Small-Cap Growth Fund
• Virtus KAR Small-Cap Value Fund
• Virtus KAR Small-Mid Cap Core Fund
• Virtus KAR Small-Mid Cap Growth Fund
• Virtus KAR Small-Mid Cap Value Fund
• Virtus SGA Global Growth Fund
• Virtus Tactical Allocation Fund Virtus Event Opportunities Trust (“VEOT”)
• Virtus Westchester Credit Event Fund • Virtus Westchester Event-Driven Fund Virtus Investment Trust (“VIT”)
• Virtus NFJ Dividend Value Fund
• Virtus Emerging Markets Opportunities Fund
• Virtus Silvant Focused Growth Fund
• Virtus KAR Global Small-Cap Fund
• Virtus KAR Health Sciences Fund
• Virtus Income & Growth Fund Virtus Opportunities Trust (“VOT”)
• Virtus NFJ International Value Fund
• Virtus NFJ Large-Cap Value Fund
• Virtus Silvant Mid-Cap Growth Fund
• Virtus NFJ Mid-Cap Value Fund
• Virtus Small-Cap Fund
• Virtus NFJ Small-Cap Value Fund
• Virtus Zevenbergen Technology Fund
• Virtus Duff & Phelps Global Infrastructure Fund
• Virtus Duff & Phelps Global Real Estate Securities Fund
• Virtus Duff & Phelps Real Asset Fund
• Virtus Duff & Phelps Real Estate Securities Fund
• Virtus KAR Developing Markets Fund
• Virtus KAR Emerging Markets Small-Cap Fund
• Virtus KAR International Small-Mid Cap Fund
• Virtus Newfleet Core Plus Bond Fund
• Virtus Newfleet High Yield Fund
• Virtus Newfleet Low Duration Core Plus Bond Fund
• Virtus Newfleet Multi-Sector Intermediate Bond Fund
•

Virtus Newfleet Multi-Sector Short Term Bond Fund
• Virtus Newfleet Senior Floating Rate Fund
• Virtus Seix Tax-Exempt Bond Fund
• Virtus Vontobel Foreign Opportunities Fund
• Virtus Vontobel Global Opportunities Fund Virtus Strategy Trust (“VST”)
• Virtus Convertible Fund
• Virtus NFJ Emerging Markets Value Fund
• Virtus Global Allocation Fund
• Virtus NFJ Global Sustainability Fund
• Virtus Seix High Yield Income Fund
• Virtus International Small-Cap Fund
• Virtus Newfleet Short Duration High Income Fund
• Virtus Duff & Phelps Water Fund Virtus Variable Insurance Trust (“VVIT”)
• Virtus Duff & Phelps Real Estate Securities Series
• Virtus KAR Capital Growth Series
• Virtus KAR Equity Income Series
• Virtus KAR Small-Cap Growth Series
• Virtus KAR Small-Cap Value Series
• Virtus Newfleet Multi-Sector Intermediate Bond Series
• Virtus SGA International Growth Series
• Virtus Strategic Allocation Series VIA provides investment advisory services to the following closed-end funds registered under the Investment Company Act: Closed-End Funds (“CEFs”)
• Virtus Artificial Intelligence & Technology Opportunities Fund (AIO)
• Virtus Convertible & Income 2024 Target Term Fund (CBH)
• Virtus Convertible & Income Fund (NCV)
• Virtus Convertible & Income Fund II (NCZ)
• Virtus Diversified Income & Convertible Fund (ACV)
• Virtus Equity & Convertible Income Fund (NIE)
• Virtus Dividend, Interest & Premium Strategy Fund (NFJ)
• Virtus Total Return Fund, Inc. (ZTR)
• Virtus Global Multi-Sector Income Fund (VGI) Advisory Services – UCITS As of December 31, 2023 (as of which date our AUM is listed in this Brochure), we served as the promoter and investment manager of the following open-end investment companies of the Virtus Global Funds plc and Virtus GF Global Growth Fund (ICAV) which are investment vehicles offered to non-U.S. investors in the form of UCITS domiciled in Ireland and registered with, and regulated by, the Central Bank of Ireland, pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities Regulations) 2011: Virtus Global Funds plc
• Virtus GF Global Small Cap Fund
• Virtus GF Multi-Sector Income Fund
• Virtus GF Multi-Sector Short Duration Bond Fund
• Virtus GF Select High Yield Fund
• Virtus GF U.S. Small Cap Focus Fund Virtus GF Global Growth Fund ICAV
• Virtus GF Clean Energy Fund
• Virtus GF Emerging Markets High Dividend Fund
• Virtus GF SGA Global Growth Fund
• Virtus GF U.S. Small-Mid Cap Fund As of the date of this Brochure, VIA no longer serves as the promoter and investment manager of the Virtus Global Funds with the exception of the Virtus Systematic team which is the appointed investment manager of the Virtus GF Emerging Markets High Dividend Fund, a sub- fund of Virtus Global Funds ICAV. Reliance Upon Certain Exemptive Orders, Regulatory Provisions and Investment Management Agreements In managing the assets of the Funds we rely on certain “Manager of Managers” exemptive order(s) provided by the SEC when employing subadvisers for registered investment company clients (“Funds”); and The “manager of managers” structure involves the use of one or more subadvisers to manage some or all of a Fund’s portfolio. Under this structure, VIA is responsible for the oversight of the Funds’ investment programs and certain day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis; making any recommendations to the Board of Trustees (or Directors as may apply) regarding hiring, retaining or replacing subadvisers; negotiating and renegotiating the terms of the sub-advisory agreements; monitoring the subadvisers’ compliance with the Fund’s respective investment objectives, policies and restrictions; setting overall investment strategies of each Fund and providing certain other oversight activities. In some cases, we employ multiple subadvisers for one or more of the Funds and in these instances, we allocate, and as appropriate, reallocate a Fund’s assets amongst the subadvisers. When doing so, each subadviser has management oversight of that portion of the Funds allocated to each of them. Investment management services are provided in accordance with any written investment advisory contracts and specific investment guidelines delivered by the client. VIA may agree to reasonable restrictions placed on VIA’s investment discretion by clients. Guidelines provided by clients may include but are not limited to the following: risk tolerance; investment objective(s); investment time horizon; cash/liquidity requirements; income requirements; and restrictions on investing in certain securities or types of securities. Client guidelines may also include social restrictions or those that prohibit us from buying specific companies. Investment guidelines and restrictions must be provided to VIA in writing and may impact performance. When managing UCITS, we rely on provisions from the Central Bank of Ireland. Types of investments VIA, subject to client-imposed restrictions and guidelines, through sub-advisory relationships, invests principally in the following types of instruments: equity securities (common stocks and equivalents) including exchange-listed securities, securities traded over-the-counter, foreign issues, American Depositary Receipts (“ADRs”), warrants, corporate debt (including convertible debt), bank loans, certificates of deposit, municipal debt, investment company securities, including traditional mutual fund shares and exchange traded funds (“ETFs”), and United States government securities. We may also utilize, where appropriate, derivatives, options contracts on securities, futures contracts on intangibles, credit default swaps and participation notes. We may utilize foreign currencies to purchase foreign securities and to hedge against the risk of a decline in the U.S. dollar or other currencies. VIA cannot guarantee or assure our clients that their investment objectives will be achieved. VIA does not guarantee the future performance of any client's account or any specific level of performance, the success of any investment decision or strategy, or the success of VIA’s overall management of any account. VIA’s investment recommendations are subject to various market, currency, economic, political, and business risks, and the risk that investment decisions will not always be profitable. Many of these risks are discussed in “Item 8. Methods of Analysis, Investment Strategies and Risk of Loss” below, which you should review carefully before deciding to engage VIA’s services.