0000930413-22-001697.txt : 20220927 0000930413-22-001697.hdr.sgml : 20220927 20220927165425 ACCESSION NUMBER: 0000930413-22-001697 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 52 FILED AS OF DATE: 20220927 DATE AS OF CHANGE: 20220927 EFFECTIVENESS DATE: 20220928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRTUS OPPORTUNITIES TRUST CENTRAL INDEX KEY: 0001005020 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-07455 FILM NUMBER: 221271756 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800-243-1574 MAIL ADDRESS: STREET 1: ONE FINANCIAL PLAZA STREET 2: 26TH FLOOR CITY: HARTFORD STATE: CT ZIP: 06103 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX OPPORTUNITIES TRUST DATE OF NAME CHANGE: 20060127 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX SENECA FUNDS DATE OF NAME CHANGE: 19990122 FORMER COMPANY: FORMER CONFORMED NAME: SENECA FUNDS DATE OF NAME CHANGE: 19951218 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VIRTUS OPPORTUNITIES TRUST CENTRAL INDEX KEY: 0001005020 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-65137 FILM NUMBER: 221271755 BUSINESS ADDRESS: STREET 1: 101 MUNSON STREET CITY: GREENFIELD STATE: MA ZIP: 01301 BUSINESS PHONE: 800-243-1574 MAIL ADDRESS: STREET 1: ONE FINANCIAL PLAZA STREET 2: 26TH FLOOR CITY: HARTFORD STATE: CT ZIP: 06103 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX OPPORTUNITIES TRUST DATE OF NAME CHANGE: 20060127 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX SENECA FUNDS DATE OF NAME CHANGE: 19990122 FORMER COMPANY: FORMER CONFORMED NAME: SENECA FUNDS DATE OF NAME CHANGE: 19951218 0001005020 S000075276 Virtus Stone Harbor Emerging Markets Corporate Debt Fund C000234172 Class I SHCDX C000234173 Class A VSHAX 0001005020 S000075277 Virtus Stone Harbor Emerging Markets Debt Allocation Fund C000234174 Class A VSHBX C000234175 Class I SHADX 0001005020 S000075278 Virtus Stone Harbor Emerging Markets Debt Fund C000234176 Class I SHMDX C000234177 Class A VSHCX 0001005020 S000075279 Virtus Stone Harbor High Yield Bond Fund C000234178 Class I SHHYX C000234179 Class A VSHDX 0001005020 S000075280 Virtus Stone Harbor Local Markets Fund C000234180 Class I SHLMX C000234181 Class A VSHEX 0001005020 S000075281 Virtus Stone Harbor Strategic Income Fund C000234182 Class A VSHFX C000234183 Class I SHSIX 485BPOS 1 c104558_485bpos-ixbrl.htm

As filed with the Securities and Exchange Commission on September 27, 2022

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. 128

 

 

and/or

 

 

 

 

 

REGISTRATION STATEMENT

 

 

 

 

 

Under the INVESTMENT COMPANY ACT OF 1940

 

 

Amendment No. 129

 

 

(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.
Vice President and Senior Counsel
Virtus Investment Partners, Inc.
One Financial Plaza
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 September 28, 2022 pursuant to paragraph (b) of Rule 485

 

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

 

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

 

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

 

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

If appropriate, check the following box:

 

     
 

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


   

PROSPECTUS

VIRTUS OPPORTUNITIES TRUST

September 28, 2022

       

TICKER SYMBOL BY CLASS

FUND

A

I

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

VSHAX

SHCDX

Virtus Stone Harbor Emerging Markets Debt Fund

VSHCX

SHMDX

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

VSHBX

SHADX

Virtus Stone Harbor High Yield Bond Fund

VSHDX

SHHYX

Virtus Stone Harbor Local Markets Fund

VSHEX

SHLMX

Virtus Stone Harbor Strategic Income Fund

VSHFX

SHSIX

 

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

Not FDIC Insured • No Bank Guarantee • May Lose Value


Virtus Mutual Funds

Table of Contents

   

FUND SUMMARIES

1

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

1

Virtus Stone Harbor Emerging Markets Debt Fund

5

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

9

Virtus Stone Harbor High Yield Bond Fund

14

Virtus Stone Harbor Local Markets Fund

18

Virtus Stone Harbor Strategic Income Fund

23

MORE INFORMATION ABOUT FUND EXPENSES

28

MORE INFORMATION ABOUT INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES

28

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

29

Virtus Stone Harbor Emerging Markets Debt Fund

30

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

31

Virtus Stone Harbor High Yield Bond Fund

33

Virtus Stone Harbor Local Markets Fund

34

Virtus Stone Harbor Strategic Income Fund

35

MORE INFORMATION ABOUT RISKS RELATED TO PRINCIPAL INVESTMENT STRATEGIES

36

MANAGEMENT OF THE FUNDS

41

ADDITIONAL RISKS ASSOCIATED WITH INVESTMENT TECHNIQUES AND FUND OPERATIONS

44

PRICING OF FUND SHARES

46

SALES CHARGES

47

YOUR ACCOUNT

51

HOW TO BUY SHARES

52

HOW TO SELL SHARES

52

THINGS YOU SHOULD KNOW WHEN SELLING SHARES

53

ACCOUNT POLICIES

54

COST BASIS REPORTING

56

INVESTOR SERVICES AND OTHER INFORMATION

56

TAX STATUS OF DISTRIBUTIONS

57

Financial Highlights

58

APPENDIX A

62

 

This Prospectus provides information concerning the funds that you should consider in determining whether to purchase shares of the funds. None of this Prospectus, the SAI or any contract that is an exhibit to the funds’ registration statement is intended to give rise to any agreement or contract between the funds and any investor, or give rise to any contract or other rights in any individual shareholder, group of shareholders or other person other than any rights conferred explicitly by federal or state securities laws that may not be waived.


Virtus Stone Harbor Emerging Markets Corporate Debt Fund

Investment Objective

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Fees and Expenses

The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

The Virtus Stone Harbor Emerging Markets Corporate Debt Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Corporate Debt Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

             

 Shareholder Fees (fees paid directly from your investment)

Class A

Class I

 Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)

 

3.75%

 

 

None

 

 Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)

 

None

 

 

None

 

               

 Annual Fund Operating Expenses (expenses that you pay each year as
 a percentage of the value of your investment)

Class A

 Class I

 Management Fees

 

0.85%

 

 

0.85%

 

 Distribution and Shareholder Servicing (12b-1) Fees

 

0.25%

 

 

None

 

 Total Other Expenses

 

2.37%

(a)

 

2.30%

(b)

      Line of Credit Commitment Fees

 

0.01%

 

 

0.01%

 

      Remaining Other Expenses

 

2.36%

 

 

2.29%

 

 Total Annual Fund Operating Expenses

 

3.47%

 

 

3.15%

 

 Less: Expense Reimbursement(c)

 

(2.21)%

 

 

(2.14)%

 

 Total Annual Fund Operating Expenses After Expense Reimbursement(c)(d) 

 

1.26%

 

 

1.01%

 

(a)

Estimated for current fiscal year, as annualized.

           

(b)

Restated to reflect current fees and expenses.

           

(c)

Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.25% for Class A Shares and 1.00% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

(d)

Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.27% for Class A Shares and 1.02% for Class I Shares.

Example

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

                   

 

Share Status

1 Year

3 Years

5 Years

10 Years

Class A

Sold or Held

$499

 

$989

 

$1,730

 

$3,684

 

Class I

Sold or Held

$103

 

$554

 

$1,261

 

$3,145

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 14% of the average value of its portfolio.

   

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

1


Investments, Risks and Performance

Principal Investment Strategies

Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Corporate Debt Investments. “Emerging Markets Corporate Debt Investments” are debt instruments, including loans, issued by corporations or other business organizations that are economically tied to an emerging market country. A corporation or other business organization is economically tied to an emerging market country if it issues securities that are principally traded on the country’s securities markets or if it is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Corporate Debt Investments also include derivative instruments used for hedging purposes or to otherwise gain or reduce long or short exposure to Emerging Markets Corporate Debt Investments. For example, the fund may utilize futures or other derivatives whose return is based on specific Emerging Markets Corporate Debt Investments or indices of such investments. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund may also invest in sovereign debt securities. The fund’s investments may be denominated in non-U.S. currencies or in the U.S. dollar.

The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. The fund’s investments may include, among other things, corporate debt securities, sovereign debt securities, structured notes, convertible securities, securities issued by supranational organizations, fixed and floating rate commercial loans, loan participations and assignments, private placements, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to the types of investments listed herein. The fund seeks capital appreciation through country selection, issuer selection, industry selection, security selection and currency selection.

Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.” Such securities may include those that are in default with respect to the payment of principal or interest.

Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

Principal Risks

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

> Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

> Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

> Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

> Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

> Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

> Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

> Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

> High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

> Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

> Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

> Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

   

2

Virtus Stone Harbor Emerging Markets Corporate Debt Fund


> Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

> Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

> RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

> Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

 

Calendar year total returns for Class I Shares

Returns do not reflect sales charges applicable to other share classes and would be lower if they did.

PerformanceBarChartData(2012:16.24,2013:-1.89,2014:4.29,2015:0.17,2016:10.46,2017:9.28,2018:-4.69,2019:13.93,2020:7.75,2021:1.95)

               

Best Quarter:

2020, Q2:

20.05%

Worst Quarter:

2020, Q1:

-20.12%

Year to Date (6/30/2022):

-15.27%

Average Annual Total Returns (for the periods ended December 31, 2021)

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

         

 

 

 

 

 

 

 

 

 

 

 

1 Year

5 Years

10 Years

Class I Shares

 

 

 

 

Return Before Taxes

1.95%

5.44%

5.55%

 

Return After Taxes on Distributions

0.08%

3.37%

3.41%

 

Return After Taxes on Distributions and Sale of Fund Shares

1.15%

3.26%

3.32%

JPMorgan CEMBI Broad Diversified Index (reflects no deduction for fees, expenses or taxes)

0.91%

5.36%

5.64%

 

 

 

 

 

The J.P. Morgan CEMBI Broad Diversified Index tracks total returns for U.S. dollar denominated debt instruments issued by corporate entities in emerging markets countries. The benchmark limits the current face amount allocations of the bonds in the CEMBI Broad by constraining the total face amount outstanding for countries with larger debt stocks. Qualifying corporate bonds have a face amount greater than USD 300 million, maturity greater than 5 years, verifiable prices and cash flows, and from countries with Asia ex Japan, Latin America, Eastern Europe, Middle East, and Africa. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable

   

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

3


entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

Management

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

The fund’s subadviser is Stone Harbor Investment Partners (“Stone Harbor”), an operating division of Virtus Fixed Income Advisers, LLC (“VFIA”), an affiliate of VAIA.

Portfolio Management

> Peter J. Wilby, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Wilby has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2011.

> James E. Craige, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Craige has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2011.

> David A. Oliver, Portfolio Manager of Stone Harbor. Mr. Oliver has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2011.

> Kumaran Damodaran, PhD, Portfolio Manager of Stone Harbor. Mr. Damodaran has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2015.

> William Perry, Portfolio Manager of Stone Harbor. Mr. Perry has served as a Portfolio Manager of the fund and a member of the fund’s management team since 2012.

> Stuart Sclater-Booth, Portfolio Manager of Stone Harbor. Mr. Sclater-Booth has served as a Portfolio Manager of the fund and a member of the fund’s management team since 2017.

Purchase and Sale of Fund Shares

Minimum initial investments applicable to Class A Shares:

 $2,500, generally

 $100 for Individual Retirement Accounts (IRAs), systematic purchase or exchange accounts

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

Minimum additional investments applicable to Class A Shares:

 $100, generally

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

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

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial professional, broker-dealer or other financial intermediary.

Taxes

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

Ask your financial professional or visit your financial intermediary’s website for more information.

   

4

Virtus Stone Harbor Emerging Markets Corporate Debt Fund


Virtus Stone Harbor Emerging Markets Debt Fund

Investment Objective

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Fees and Expenses

The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

The Virtus Stone Harbor Emerging Markets Debt Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Debt Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

             

 Shareholder Fees (fees paid directly from your investment)

Class A

Class I

 Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)

 

3.75%

 

 

None

 

 Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)

 

None

 

 

None

 

               

 Annual Fund Operating Expenses (expenses that you pay each year as
 a percentage of the value of your investment)

Class A

 Class I

 Management Fees

 

0.60%

 

 

0.60%

 

 Distribution and Shareholder Servicing (12b-1) Fees

 

0.25%

 

 

None

 

 Total Other Expenses

 

0.27%

(a)

 

0.20%

(b)

      Line of Credit Commitment Fees

 

0.01%

 

 

0.01%

 

      Remaining Other Expenses

 

0.26%

 

 

0.19%

 

 Total Annual Fund Operating Expenses(c)

 

1.12%

 

 

0.80%

 

 Less: Expense Reimbursement(c)

 

(0.11)%

 

 

(0.07)%

 

 Total Annual Fund Operating Expenses After Expense Reimbursement(c)(d) 

 

1.01%

 

 

0.73%

 

(a)

Estimated for current fiscal year, as annualized.

           

(b)

Restated to reflect current fees and expenses.

           

(c)

Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.00% for Class A Shares and 0.72% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

(d)

Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.03% for Class A Shares and 0.75% for Class I Shares.

Example

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

                   

 

Share Status

1 Year

3 Years

5 Years

10 Years

Class A

Sold or Held

$474

 

$696

 

$948

 

$1,668

 

Class I

Sold or Held

$75

 

$241

 

$430

 

$976

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 104% of the average value of its portfolio. High levels of portfolio turnover increase transaction costs and taxes and may lower investment performance.

   

Virtus Stone Harbor Emerging Markets Debt Fund

5


Investments, Risks and Performance

Principal Investment Strategies

Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Fixed Income Securities. “Emerging Markets Fixed Income Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans. Emerging Markets Fixed Income Securities may be denominated in non-U.S. currencies or the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Fixed Income Securities also include derivatives and other instruments used to hedge or gain exposure to emerging securities markets (for example, futures or other derivatives whose return is based on specific emerging markets securities or indices). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The Fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.

The subadviser has broad discretion to identify and invest in countries that it considers to be emerging securities markets. The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. Emerging Markets Fixed Income Securities may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities and derivatives related to these types of securities. The fund seeks capital appreciation through country selection, sector selection and security selection.

 

Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

Principal Risks

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

> Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

> Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

> Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

> Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

> Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

> Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

> Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

> High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

 

> Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

> Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

> Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

   

6

Virtus Stone Harbor Emerging Markets Debt Fund


> Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

> RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

> Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

 

Calendar year total returns for Class I Shares

Returns do not reflect sales charges applicable to other share classes and would be lower if they did.

PerformanceBarChartData(2012:17,2013:-8.77,2014:2.87,2015:-0.9,2016:14.13,2017:11.56,2018:-8.49,2019:15.2,2020:7.05,2021:-2.51)

               

Best Quarter:

2020, Q2:

18.89%

Worst Quarter:

2020, Q1:

-18.76%

Year to Date (6/30/2022):

-24.19%

Average Annual Total Returns (for the periods ended December 31, 2021)

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

         

 

 

 

 

 

 

 

 

 

 

 

1 Year

5 Years

10 Years

Class I Shares

 

 

 

 

Return Before Taxes

-2.51%

4.18%

4.30%

 

Return After Taxes on Distributions

-4.33%

1.83%

1.91%

 

Return After Taxes on Distributions and Sale of Fund Shares

-1.48%

2.17%

2.23%

JPMorgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes)

-1.80%

4.65%

5.28%

 

 

 

 

 

The J.P. Morgan EMBI Global Diversified Index (EMBI Global Diversified) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities: Brady bonds, loans, and Eurobonds. The index limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by the EMBI Global. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

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

   

Virtus Stone Harbor Emerging Markets Debt Fund

7


Management

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

The fund’s subadviser is Stone Harbor Investment Partners (“Stone Harbor”), an operating division of Virtus Fixed Income Advisers, LLC (“VFIA”), an affiliate of VAIA.

Portfolio Management

> Peter J. Wilby, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Wilby has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2007.

> James E. Craige, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Craige has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2007.

> David A. Oliver, Portfolio Manager of Stone Harbor. Mr. Oliver has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2008.

> Kumaran Damodaran, PhD, Portfolio Manager of Stone Harbor. Mr. Damodaran has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2015.

> William Perry, Portfolio Manager of Stone Harbor. Mr. Perry has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2012.

> Stuart Sclater-Booth, Portfolio Manager of Stone Harbor. Mr. Sclater-Booth has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2017.

Purchase and Sale of Fund Shares

Minimum initial investments applicable to Class A Shares:

 $2,500, generally

 $100 for Individual Retirement Accounts (IRAs), systematic purchase or exchange accounts

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

Minimum additional investments applicable to Class A Shares:

 $100, generally

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

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

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial professional, broker-dealer or other financial intermediary.

Taxes

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

Ask your financial professional or visit your financial intermediary’s website for more information.

   

8

Virtus Stone Harbor Emerging Markets Debt Fund


Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Investment Objective

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Fees and Expenses

The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

The Virtus Stone Harbor Emerging Markets Debt Allocation Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Debt Allocation Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

     

 Shareholder Fees (fees paid directly from your investment)

Class A

Class I

 Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)

3.75%

None

 Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)

None

None

 
       

 Annual Fund Operating Expenses (expenses that you pay each year as
 a percentage of the value of your investment)

Class A

 Class I

 Management Fees

0.70%

0.70%

 Distribution and Shareholder Servicing (12b-1) Fees

0.25%

None

 Other Expenses

1.60%(a)

1.53%(b)

 Acquired Fund Fees and Expenses

0.84%

0.84%

 Total Annual Fund Operating Expenses(c)

3.39%

3.07%

 Less: Expense Reimbursement(d)

(2.29)%

(2.22)%

 Total Annual Fund Operating Expenses After Expense Reimbursement(c)(d)(e)

1.10%

0.85%

(a)

Estimated for current fiscal year, as annualized.

   

(b)

Restated to reflect current fees and expenses.

   

(c)

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

(d)

Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.10% for Class A Shares and 0.85% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

(e)

Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.11% for Class A Shares and 0.86% for Class I Shares.

Example

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

                   

 

Share Status

1 Year

3 Years

5 Years

10 Years

Class A

Sold or Held

$483

 

$950

 

$1,678

 

$3,601

 

Class I

Sold or Held

$87

 

$513

 

$1,205

 

$3,056

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 12% of the average value of its portfolio.

   

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

9


Investments, Risks and Performance

Principal Investment Strategies

Under normal circumstances, the fund invests, either directly or through the underlying funds (defined below), at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Debt Investments. “Emerging Markets Debt Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Debt Investments may be denominated in the U.S. Dollar or the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”). Emerging Markets Debt Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). The fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.

The fund may invest all or a significant portion of its assets in the Virtus Stone Harbor Emerging Markets Debt Fund and Virtus Stone Harbor Local Markets Fund (together, the “underlying funds”). The fund expects that under normal circumstances approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Emerging Markets Debt Fund and approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Local Markets Fund. The fund is not required to invest in the underlying funds. The allocations in the underlying funds listed above may vary from time to time depending on market conditions and there may be times the fund is not invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken or investments held by the fund or by an underlying fund. The underlying funds listed above are described elsewhere in this Prospectus.

The subadviser has broad discretion to identify and invest in countries that it considers to qualify as emerging securities markets. The subadviser generally considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. The fund’s investments may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to these types of investments. The fund seeks capital appreciation through country selection, sector selection, security selection and currency selection.

In selecting Emerging Markets Debt Investments for investment, the subadviser will apply a market risk analysis contemplating the assessment of various factors, such as liquidity, volatility, tax implications, interest rate sensitivity, counterparty risks, economic factors, currency exchange rates and technical market conditions.

Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

Principal Risks

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

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

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

> Fund of Funds Risk. The risk that the fund’s performance will be adversely affected by the assets owned by the other mutual funds and ETFs in which it invests, and that the layering of expenses associated with the fund’s investment in such other funds will cost shareholders more than direct investments would have cost.

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

> Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

> Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

> Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

> Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

   

10

Virtus Stone Harbor Emerging Markets Debt Allocation Fund


> Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

> Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

> Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

> High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

> Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

> Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

> Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

> Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

> RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

> Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

 

Calendar year total returns for Class I Shares

Returns do not reflect sales charges applicable to other share classes and would be lower if they did.

PerformanceBarChartData(2015:-8.46,2016:10.99,2017:13.35,2018:-9.02,2019:13.86,2020:5.03,2021:-5.56)

               

Best Quarter:

2020, Q2:

15.30%

Worst Quarter:

2020, Q1:

-17.80%

Year to Date (6/30/2022):

-19.66%

   

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

11


Average Annual Total Returns (for the periods ended December 31, 2021)

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

         

 

 

 

 

Since

 

 

 

 

Inception

 

1 Year

5 Years

(10/20/2014)

Class I Shares

 

 

 

 

Return Before Taxes

-5.56%

3.10%

1.54%

 

Return After Taxes on Distributions

-6.51%

1.78%

0.12%

 

Return After Taxes on Distributions and Sale of Fund Shares

-3.30%

1.81%

0.53%

JPMorgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes)

-1.80%

4.65%

4.54%

JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes)

-8.75%

2.82%

-0.05%

Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes)

-5.32%

3.78%

2.28%

 

 

 

 

 

The J.P. Morgan EMBI Global Diversified Index (EMBI Global Diversified) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities: Brady bonds, loans, and Eurobonds. The index limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by the EMBI Global. The J.P. Morgan GBI-EM Global Diversified Index consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure. The weightings among the countries are more evenly distributed within this index. The indexes are calculated on a total-return basis with dividends reinvested, and they are unmanaged and not available for direct investment.

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

Management

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

The fund’s subadviser is Stone Harbor Investment Partners (“Stone Harbor”), an operating division of Virtus Fixed Income Advisers, LLC (“VFIA”), an affiliate of VAIA.

Portfolio Management

> Peter J. Wilby, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Wilby has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2014.

> James E. Craige, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Craige has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2014.

> David A. Oliver, Portfolio Manager of Stone Harbor. Mr. Oliver has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2014.

> Kumaran Damodaran, PhD, Portfolio Manager of Stone Harbor. Mr. Damodaran has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2015.

> William Perry, Portfolio Manager of Stone Harbor. Mr. Perry has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2014.

> Stuart Sclater-Booth, Portfolio Manager of Stone Harbor. Mr. Sclater-Booth has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2017.

Purchase and Sale of Fund Shares

Minimum initial investments applicable to Class A Shares:

 $2,500, generally

 $100 for Individual Retirement Accounts (IRAs), systematic purchase or exchange accounts

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

Minimum additional investments applicable to Class A Shares:

 $100, generally

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

   

12

Virtus Stone Harbor Emerging Markets Debt Allocation Fund


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

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial professional, broker-dealer or other financial intermediary.

Taxes

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

Ask your financial professional or visit your financial intermediary’s website for more information.

   

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

13


Virtus Stone Harbor High Yield Bond Fund

Investment Objective

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Fees and Expenses

The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

The Virtus Stone Harbor High Yield Bond Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor High Yield Bond Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

             

 Shareholder Fees (fees paid directly from your investment)

Class A

Class I

 Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)

 

3.75%

 

 

None

 

 Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)

 

None

 

 

None

 

               

 Annual Fund Operating Expenses (expenses that you pay each year as
 a percentage of the value of your investment)

Class A

 Class I

 Management Fees

 

0.50%

 

 

0.50%

 

 Distribution and Shareholder Servicing (12b-1) Fees

 

0.25%

 

 

None

 

 Total Other Expenses

 

0.39%

(a)

 

0.33%

(b)

      Line of Credit Commitment Fees

 

0.01%

 

 

0.01%

 

      Remaining Other Expenses

 

0.38%

 

 

0.32%

 

 Total Annual Fund Operating Expenses

 

1.14%

 

 

0.83%

 

 Less: Expense Reimbursement(c)

 

(0.23)%

 

 

(0.17)%

 

 Total Annual Fund Operating Expenses After Expense Reimbursement(c)(d) 

 

0.91%

 

 

0.66%

 

(a)

Estimated for current fiscal year, as annualized.

           

(b)

Restated to reflect current fees and expenses.

           

(c)

Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 0.90% for Class A Shares and 0.65% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

(d)

Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 0.92% for Class A Shares and 0.67% for Class I Shares.

Example

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

                   

 

Share Status

1 Year

3 Years

5 Years

10 Years

Class A

Sold or Held

$464

 

$679

 

$935

 

$1,668

 

Class I

Sold or Held

$67

 

$230

 

$426

 

$993

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 55% of the average value of its portfolio.

   

14

Virtus Stone Harbor High Yield Bond Fund


Investments, Risks and Performance

Principal Investment Strategies

Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in High Yield Debt Securities. “High Yield Debt Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) rated below investment grade (or, if unrated, of comparable quality as determined by the Adviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans, and other obligations of U.S. and non-U.S. issuers. High Yield Debt Securities also include securities or other instruments whose return is based on the return of high yield securities, including derivative instruments and instruments created to hedge or gain exposure to the high yield markets. The fund may invest in High Yield Debt Securities of any credit rating (including unrated securities). The fund’s investments may include, among other things, asset-backed securities, depositary receipts, mortgage-related securities (including transferable private issuer mortgage-backed securities), non-publicly traded securities, payment-in-kind bonds, securities issued by supranational organizations, structured notes, convertible securities, inflation-protected and other index-linked securities, interest-only securities, step-up securities and zero coupon bonds. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund seeks capital appreciation through industry selection, sector selection and security selection.

Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 3 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

Principal Risks

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

> Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

> Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

> Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

> Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

> High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

> Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

> Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

> Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

> Mortgage-Backed and Asset-Backed Securities Risk. Changes in interest rates may cause both extension and prepayment risks for mortgage-backed and asset-backed securities. These securities are also subject to risks associated with the non-repayment of underlying collateral, including losses to the fund.

> Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

> Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

> Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

> RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

   

Virtus Stone Harbor High Yield Bond Fund

15


> Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

 

Calendar year total returns for Class I Shares

Returns do not reflect sales charges applicable to other share classes and would be lower if they did.

PerformanceBarChartData(2012:15.71,2013:7.67,2014:0.64,2015:-4.46,2016:12.56,2017:5.23,2018:-2.72,2019:13.34,2020:7.23,2021:4.38)

               

Best Quarter:

2020, Q2:

8.58%

Worst Quarter:

2020, Q1:

-11.58%

Year to Date (6/30/2022):

-15.85%

Average Annual Total Returns (for the periods ended December 31, 2021)

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

         

 

 

 

 

 

 

 

 

 

 

 

1 Year

5 Years

10 Years

Class I Shares

 

 

 

 

Return Before Taxes

4.38%

5.36%

5.76%

 

Return After Taxes on Distributions

2.42%

3.06%

3.03%

 

Return After Taxes on Distributions and Sale of Fund Shares

2.57%

3.08%

3.24%

ICE BofA U.S. High Yield Constrained Index (reflects no deduction for fees, expenses or taxes)

5.35%

6.08%

6.71%

 

 

 

 

 

The ICE BofA US High Yield Constrained Index contains all securities in the US High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro rata basis. Similarly, the face values of bonds of all other issuers that fall below the 2% cap are increased on a pro rata basis. In the event there are fewer than 50 issues in the Index, each is equally weighted and the face values of their respective bonds are increased or decreased on a pro rata basis. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

Management

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

The fund’s subadviser is Stone Harbor Investment Partners (“Stone Harbor”), an operating division of Virtus Fixed Income Advisers, LLC (“VFIA”), an affiliate of VAIA.

   

16

Virtus Stone Harbor High Yield Bond Fund


Portfolio Management

> Peter J. Wilby, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Wilby has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2007.

> James E. Craige, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Craige has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2018.

> Dan Berkery CFA, Portfolio Manager of Stone Harbor. Mr. Berkery has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2010.

> Matthews Kearns, CFA, Portfolio Manager of Stone Harbor. Mr. Kearns has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2018.

> William Perry, Portfolio Manager of Stone Harbor. Mr. Perry has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2018.

> Hunter Schwarz, Portfolio Manager of Stone Harbor. Mr. Schwarz has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2018.

Purchase and Sale of Fund Shares

Minimum initial investments applicable to Class A Shares:

 $2,500, generally

 $100 for Individual Retirement Accounts (IRAs), systematic purchase or exchange accounts

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

Minimum additional investments applicable to Class A Shares:

 $100, generally

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

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

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial professional, broker-dealer or other financial intermediary.

Taxes

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

Ask your financial professional or visit your financial intermediary’s website for more information.

   

Virtus Stone Harbor High Yield Bond Fund

17


Virtus Stone Harbor Local Markets Fund

Investment Objective

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Fees and Expenses

The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

The Virtus Stone Harbor Local Markets Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Local Markets Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

             

 Shareholder Fees (fees paid directly from your investment)

Class A

Class I

 Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)

 

3.75%

 

 

None

 

 Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)

 

None

 

 

None

 

               

 Annual Fund Operating Expenses (expenses that you pay each year as
 a percentage of the value of your investment)

Class A

 Class I

 Management Fees

 

0.75%

 

 

0.75%

 

 Distribution and Shareholder Servicing (12b-1) Fees

 

0.25%

 

 

None

 

 Total Other Expenses

 

0.54%

(a)

 

0.48%

(b)

      Line of Credit Commitment Fees

 

0.01%

 

 

0.01%

 

      Remaining Other Expenses

 

0.53%

 

 

0.47%

 

 Total Annual Fund Operating Expenses

 

1.54%

 

 

1.23%

 

 Less: Expense Reimbursement(c)

 

(0.28)%

 

 

(0.22)%

 

 Total Annual Fund Operating Expenses After Expense Reimbursement(c)(d) 

 

1.26%

 

 

1.01%

 

(a)

Estimated for current fiscal year, as annualized.

           

(b)

Restated to reflect current fees and expenses.

           

(c)

Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.25% for Class A Shares and 1.00% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

(d)

Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.27% for Class A Shares and 1.02% for Class I Shares.

Example

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

                   

 

Share Status

1 Year

3 Years

5 Years

10 Years

Class A

Sold or Held

$499

 

$789

 

$1,131

 

$2,094

 

Class I

Sold or Held

$103

 

$346

 

$632

 

$1,449

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 67% of the average value of its portfolio. High levels of portfolio turnover increase transaction costs and taxes and may lower investment performance.

   

18

Virtus Stone Harbor Local Markets Fund


Investments, Risks and Performance

Principal Investment Strategies

Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Investments. “Emerging Markets Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country, which are denominated in the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”) or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. Although under normal circumstances a significant portion of the fund’s investments will be denominated in Emerging Markets Currencies, Emerging Markets Investments may be denominated in non-Emerging Markets Currencies, including the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.

The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. The subadviser has broad discretion as to the specific emerging market countries in which the fund invests, and while the allocation to various markets will vary it is likely that the fund will often have 5% or more of its assets invested in one or more specific emerging markets countries. It is anticipated that the Fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. Emerging Markets Investments may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to these types of investments. The fund seeks capital appreciation through country selection, sector selection, security selection and currency selection.

In selecting Emerging Markets Investments for investment, the subadviser will apply a market risk analysis contemplating the assessment of various factors, such as liquidity, volatility, tax implications, interest rate sensitivity, counterparty risks, economic factors, currency exchange rates and technical market considerations.

The fund is “non-diversified,” which means that it can invest a higher percentage of its assets in any one issuer or in a smaller number of issuers than a diversified fund.

Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

Principal Risks

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

> Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

> Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

> Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

> Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

> Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

> Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

> Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

> High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

> Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

   

Virtus Stone Harbor Local Markets Fund

19


> Non-Diversification Risk. The fund is not diversified and may be more susceptible to factors negatively impacting its holdings to the extent the fund invests more of its assets in the securities of fewer issuers than would a diversified fund.

> Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

> Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

> Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

> Investing in China Risk. The fund may invest in China, where the government maintains strict currency controls, and where the government plays a major role in the country’s economic policies regarding foreign investments.

> Non-U.S. Government Securities Risk. The governmental entity that controls the repayment of government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due.

> Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

> RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

> Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

 

Calendar year total returns for Class I Shares

Returns do not reflect sales charges applicable to other share classes and would be lower if they did.

PerformanceBarChartData(2012:13.98,2013:-12.56,2014:-8.55,2015:-15.19,2016:8.95,2017:15.36,2018:-9.84,2019:13.08,2020:1.87,2021:-8.23)

               

Best Quarter:

2020, Q2:

11.02%

Worst Quarter:

2020, Q1:

-16.98%

Year to Date (6/30/2022):

-15.21%

   

20

Virtus Stone Harbor Local Markets Fund


Average Annual Total Returns (for the periods ended December 31, 2021)

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

         

 

 

 

 

 

 

 

 

 

 

 

1 Year

5 Years

10 Years

Class I Shares

 

 

 

 

Return Before Taxes

-8.23%

1.92%

-0.76%

 

Return After Taxes on Distributions

-8.23%

1.70%

-1.15%

 

Return After Taxes on Distributions and Sale of Fund Shares

-4.87%

1.38%

-0.72%

JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes)

-8.75%

2.82%

0.74%

 

 

 

 

 

The J.P. Morgan GBI-EM Global Diversified Index consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure. The weightings among the countries are more evenly distributed within this index. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

Management

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

The fund’s subadviser is Stone Harbor Investment Partners (“Stone Harbor”), an operating division of Virtus Fixed Income Advisers, LLC (“VFIA”), an affiliate of VAIA.

Portfolio Management

> Peter J. Wilby, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Wilby has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2010.

> James E. Craige, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Craige has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2010.

> David A. Oliver, Portfolio Manager of Stone Harbor. Mr. Oliver has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2010.

> Kumaran Damodaran, PhD, Portfolio Manager of Stone Harbor. Mr. Damodaran has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2015.

> William Perry, Portfolio Manager of Stone Harbor. Mr. Perry has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2012.

> Stuart Sclater-Booth, Portfolio Manager of Stone Harbor. Mr. Sclater-Booth has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2017.

Purchase and Sale of Fund Shares

Minimum initial investments applicable to Class A Shares:

 $2,500, generally

 $100 for Individual Retirement Accounts (IRAs), systematic purchase or exchange accounts

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

Minimum additional investments applicable to Class A Shares:

 $100, generally

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

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

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial professional, broker-dealer or other financial intermediary.

   

Virtus Stone Harbor Local Markets Fund

21


Taxes

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

Ask your financial professional or visit your financial intermediary’s website for more information.

   

22

Virtus Stone Harbor Local Markets Fund


Virtus Stone Harbor Strategic Income Fund

Investment Objective

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Fees and Expenses

The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

The Virtus Stone Harbor Strategic Income Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Strategic Income Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

     

 Shareholder Fees (fees paid directly from your investment)

Class A

Class I

 Maximum Sales Charge (load) Imposed on Purchases (as a percentage of offering price)

3.75%

None

 Maximum Deferred Sales Charge (load) (as a percentage of the lesser of purchase price or redemption proceeds)

None

None

 
       

 Annual Fund Operating Expenses (expenses that you pay each year as
 a percentage of the value of your investment)

Class A

 Class I

 Management Fees

0.55%

0.55%

 Distribution and Shareholder Servicing (12b-1) Fees

0.25%

None

 Other Expenses

0.54%(a)

0.47%(b)

 Acquired Fund Fees and Expenses

0.45%

0.45%

 Total Annual Fund Operating Expenses(c)

1.79%

1.47%

 Less: Expense Reimbursement(d)

(0.84)%

(0.77)%

 Total Annual Fund Operating Expenses After Expense Reimbursement(c)(d)(e)

0.95%

0.70%

(a)

Estimated for current fiscal year, as annualized.

   

(b)

Restated to reflect current fees and expenses.

   

(c)

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

(d)

Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 0.95% for Class A Shares and 0.70% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

(e)

Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 0.96% for Class A Shares and 0.71% for Class I Shares.

Example

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

                   

 

Share Status

1 Year

3 Years

5 Years

10 Years

Class A

Sold or Held

$468

 

$755

 

$1,152

 

$2,263

 

Class I

Sold or Held

$72

 

$309

 

$652

 

$1,621

 

Portfolio Turnover

The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 120% of the average value of its portfolio.

   

Virtus Stone Harbor Strategic Income Fund

23


Investments, Risks and Performance

Principal Investment Strategies

The fund is intended to provide broad exposure to global credit markets. The fund, either directly or through the underlying funds (defined below), may invest in a broad variety of fixed income and other income producing securities and instruments (including derivatives), and will not be limited in terms of type of instrument, geography, credit rating or duration. The fund may invest all or a significant portion of its assets in Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Emerging Markets Debt Fund, Virtus Stone Harbor Local Markets Fund and Virtus Stone Harbor Emerging Markets Corporate Debt Fund and/or one or more other affiliated funds managed substantially similarly to these funds (together, the “underlying funds”). The underlying funds listed above are described elsewhere in this Prospectus. The fund is not required to invest in the underlying funds, and from time to time may not be invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and in other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken by the Fund or by an underlying fund.

The types of fixed income securities in which the fund may invest include, but are not limited to, government securities; corporate debt securities; mortgage-backed or asset-backed securities issued or guaranteed by various governmental and non-governmental entities; secured and unsecured senior and subordinated loans and loan participations, including mortgages; Rule 144A securities; municipal securities; debentures, notes (including structured notes and promissory notes), and derivatives related to these types of securities. At any given time, the fund may be entirely or significantly invested in a particular type of fixed income security or underlying fund.

The fund may invest in fixed income securities and derivative instruments rated below investment grade (or, if unrated, of comparable quality as determined by the subadviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans, and other obligations of U.S. and non-U.S. issuers. The fund may also invest in preferred securities.

The fund may invest all or a substantial portion of its assets in securities issued by non-U.S. entities. The fund’s investments may be issued by any U.S. or non-U.S. public- or private-sector entity. The Fund may invest a significant portion of its assets in investments that are economically tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans, such as loans issued by corporations or other business organizations. An investment is economically tied to an emerging market country if it is principally traded on the country’s securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. All or a significant portion of the fund’s investments may be denominated in non-U.S. currencies. The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index.

The fund may invest in derivatives and other instruments for hedging purposes or to otherwise gain or reduce long or short exposure to securities, markets or currencies. Although the fund and the underlying funds are not limited in the types of derivatives that may be used, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.

Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities. Such securities may include those that are in default with respect to the payment of principal or interest.

Maturity and Duration. The subdviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

Principal Risks

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

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

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

> Fund of Funds Risk. The risk that the fund’s performance will be adversely affected by the assets owned by the other mutual funds and ETFs in which it invests, and that the layering of expenses associated with the fund’s investment in such other funds will cost shareholders more than direct investments would have cost.

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

> Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

> Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

> Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

   

24

Virtus Stone Harbor Strategic Income Fund


> Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

> Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

> Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

> Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

> High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

> Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

> Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

> U.S. and Non-U.S. Government Securities Risk. U.S. Government securities may be subject to price fluctuations. An agency may default on an obligation not backed by the full faith and credit of the United States. Any guarantee on U.S. government securities does not apply to the value of the fund’s shares. The governmental entity that controls the repayment of non-U.S. government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due.

> Mortgage-Backed and Asset-Backed Securities Risk. Changes in interest rates may cause both extension and prepayment risks for mortgage-backed and asset-backed securities. These securities are also subject to risks associated with the non-repayment of underlying collateral, including losses to the fund.

> Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

> Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

> Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

> RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

> Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

Performance Information

The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

   

Virtus Stone Harbor Strategic Income Fund

25


 

Calendar year total returns for Class I Shares

Returns do not reflect sales charges applicable to other share classes and would be lower if they did.

PerformanceBarChartData(2014:4.22,2015:-2.11,2016:8.88,2017:5.34,2018:-2.88,2019:9.45,2020:3.86,2021:0.83)

               

Best Quarter:

2020, Q2:

9.60%

Worst Quarter:

2020, Q1:

-11.83%

Year to Date (6/30/2022):

-12.76%

Average Annual Total Returns (for the periods ended December 31, 2021)

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

         

 

 

 

 

Since

 

 

 

 

Inception

 

1 Year

5 Years

(12/18/2013)

Class I Shares

 

 

 

 

Return Before Taxes

0.83%

3.24%

3.33%

 

Return After Taxes on Distributions

-0.64%

1.80%

1.69%

 

Return After Taxes on Distributions and Sale of Fund Shares

0.49%

1.85%

1.82%

Bloomberg Global Credit Index (Hedged USD) (reflects no deduction for fees, expenses or taxes)

-0.41%

4.74%

4.63%

 

 

 

 

 

The Bloomberg Global Credit Hedged USD Index is a subset of the Global Aggregate Index and is subject to the same quality, liquidity and maturity requirements and exclusion rules of the latter. Constituents must be rated investment grade by at least two of the three major ratings agencies. Constituents must have a remaining maturity of at least one year. The index does not include convertibles, floating rate notes, fixed rate perpetuals, warrants, linked bonds and structured products. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

Management

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

The fund’s subadviser is Stone Harbor Investment Partners (“Stone Harbor”), an operating division of Virtus Fixed Income Advisers, LLC (“VFIA”), an affiliate of VAIA.

Portfolio Management

> Peter J. Wilby, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Wilby has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2013.

> James E. Craige, CFA, Co-Chief Investment Officer of Stone Harbor. Mr. Craige has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2013.

> David Torchia, Portfolio Manager of Stone Harbor. Mr. Torchia has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2013.

> Roger Lavan, CFA, Portfolio Manager of Stone Harbor. Mr. Lavan has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2013.

> David Scott, Portfolio Manager of Stone Harbor. Mr. Scott has served as a Portfolio Manager of the fund or the Predecessor Fund and a member of the fund’s management team since 2013.

   

26

Virtus Stone Harbor Strategic Income Fund


Purchase and Sale of Fund Shares

Minimum initial investments applicable to Class A Shares:

 $2,500, generally

 $100 for Individual Retirement Accounts (IRAs), systematic purchase or exchange accounts

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

Minimum additional investments applicable to Class A Shares:

 $100, generally

 No minimum for defined contribution plans, asset-based fee programs, profit-sharing plans or employee benefit plans.

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

In general, you may buy or sell shares of the fund by mail or telephone on any business day. You also may buy and sell shares through a financial professional, broker-dealer or other financial intermediary.

Taxes

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

Payments to Broker-Dealers and Other Financial Intermediaries

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

Ask your financial professional or visit your financial intermediary’s website for more information.

   

Virtus Stone Harbor Strategic Income Fund

27


More Information About Fund Expenses

Virtus Alternative Investment Advisers, Inc, ("VAIA" or the “Adviser”) has contractually agreed to limit the total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses (other than, with respect to Virtus Stone Harbor Emerging Markets Debt Allocation Fund and Virtus Stone Harbor Strategic Income Fund, those of funds managed by Stone Harbor), and dividend expenses, if any) through April 7, 2024 for the funds listed below so that such expenses do not exceed, on an annualized basis, the amounts indicated in the following table:

     
 

Class A Shares

Class I Shares

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

1.25%

1.00%

Virtus Stone Harbor Emerging Markets Debt Fund

1.00%

0.72%

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

1.10%

0.85%

Virtus Stone Harbor High Yield Bond Fund

0.90%

0.65%

Virtus Stone Harbor Local Markets Fund

1.25%

1.01%

Virtus Stone Harbor Strategic Income Fund

0.95%

0.70%

 

Following the contractual period, VIA may discontinue these and/or prior arrangements at any time. Under certain conditions, the Adviser may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the applicable fund(s) to exceed its expense limit in effect at the time of the waiver or reimbursement, or any in effect at the time of recapture, after repayment is taken into account.

For those funds operating under an expense reimbursement arrangement or fee waiver during the prior fiscal year, total (net) fund operating expenses, (including certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses (other than, with respect to Virtus Stone Harbor Emerging Markets Debt Allocation Fund and Virtus Stone Harbor Strategic Income Fund, those of funds managed by Stone Harbor), and dividend expenses, if any), after effect of any expense reimbursement and/or fee waiver were:

     
 

Class A Shares(*)

Class I Shares

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

1.27%

1.02%

Virtus Stone Harbor Emerging Markets Debt Fund

1.02%

0.74%

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

1.10%

0.85%

Virtus Stone Harbor High Yield Bond Fund

0.92%

0.67%

Virtus Stone Harbor Local Markets Fund

1.27%

1.01%

Virtus Stone Harbor Strategic Income Fund

0.95%

0.70%

(*) Class A shares commenced operations on April 11, 2022.

More Information About Investment Objectives and Principal Investment Strategies

The investment objectives and principal strategies of each fund are described in this section. Each of the following funds has a non-fundamental investment objective. A non-fundamental investment objective may be changed by the Board of Trustees of that fund without shareholder approval. If a fund’s investment objective is changed, the prospectus will be supplemented to reflect the new investment objective and shareholders will be provided with at least 60 days advance notice of such change. There is no guarantee that a fund will achieve its objective.

Please see the statement of additional information (“SAI”) for additional information about the securities and investment strategies described in this prospectus and about additional securities and investment strategies that may be used by the funds.

   

28

Virtus Mutual Funds


Virtus Stone Harbor Emerging Markets Corporate Debt Fund

Non-Fundamental Investment Objectives:

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Corporate Debt Investments. “Emerging Markets Corporate Debt Investments” are debt instruments, including loans, issued by corporations or other business organizations that are economically tied to an emerging market country. A corporation or other business organization is economically tied to an emerging market country if it issues securities that are principally traded on the country’s securities markets or if it is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Corporate Debt Investments also include derivative instruments used for hedging purposes or to otherwise gain or reduce long or short exposure to Emerging Markets Corporate Debt Investments. For example, the fund may utilize futures or other derivatives whose return is based on specific Emerging Markets Corporate Debt Investments or indices of such investments. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund may also invest in sovereign debt securities. The fund’s investments may be denominated in non-U.S. currencies or in the U.S. dollar.

 In evaluating an issuer’s creditworthiness, the subadviser uses fundamental analysis and may consider, among other things, the following factors:

 The economic outlook for the country or countries in which the issuer operates;

 The prospects for the industry or industries in which the issuer operates;

 The strength of the issuer’s financial resources and sensitivity to economic conditions and trends;

 The issuer’s operating history; and

 The experience and track record of the issuer’s management.

Individual security selection is driven by the subadviser’s analysis of the issuer’s credit quality paired with an assessment of valuation. The subadviser selects those individual investments that it believes to be most undervalued and to offer the highest potential returns relative to the amount of credit, interest rate, liquidity and other risks presented. The subadviser generally allocates the fund’s investments across a broad range of issuers, industries and countries, which can help to reduce risk.

While not part of the fund’s investment objective or principal investment strategies, the fund’s subadviser engages in fundamental analysis that integrates, among other factors, a review of environmental, social and governance (“ESG”) factors to evaluate the creditworthiness of issuers in which the fund may invest. ESG factors considered by the subadviser will vary by country, industry, issuer and investment opportunity. Examples of environmental factors considered include (but are not limited to): natural resource use, carbon emissions, energy efficiency, pollution/waste and sustainability initiatives. Examples of social factors considered include (but are not limited to): human rights, worker rights, adequate living standards, commitment to health and safety, diversity/opportunity policies, privacy/data security and community programs. Examples of governance factors considered include (but are not limited to): rule of law and corruption, policies that support bondholders’ interests, the character of control persons, ethics, board independence, board diversity and management compensation policy. In evaluating an existing or prospective investment, ESG is just one of several factors considered by the subadviser, and the subadviser may determine that an investment is appropriate notwithstanding its relative ESG characteristics.

Temporary Defensive Strategy: During periods of extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the fund’s assets in cash or cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Risks Associated with Investment Techniques and Fund Operations” for other investment techniques of the fund.

   

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

29


Virtus Stone Harbor Emerging Markets Debt Fund

Non-Fundamental Investment Objectives:

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Fixed Income Securities. “Emerging Markets Fixed Income Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans. Emerging Markets Fixed Income Securities may be denominated in non-U.S. currencies or the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Fixed Income Securities also include derivatives and other instruments used to hedge or gain exposure to emerging securities markets (for example, futures or other derivatives whose return is based on specific emerging markets securities or indices). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.

The subadviser uses a “top-down” approach and allocates the fund’s investments among various emerging market countries. In allocating among different countries, the following are some of the factors the subadviser may consider:

 Currency, inflation and interest rates and trends;

 Growth rate forecasts;

 Liquidity of a country’s debt markets;

 Fiscal policies;

 Political outlook; and

 Tax environment.

The subadviser then selects those individual investments that the subadviser believes to be most undervalued and to offer the highest potential returns relative to the amount of credit, interest rate, liquidity and other risks presented. The subadviser engages in independent fundamental analysis to evaluate the creditworthiness of corporate and governmental issuers.

While not part of the fund’s investment objective or principal investment strategies, the fund’s subadviser engages in fundamental analysis that integrates, among other factors, a review of environmental, social and governance (“ESG”) factors to evaluate the creditworthiness of issuers in which the fund may invest. ESG factors considered by the subadviser will vary by country, industry, issuer and investment opportunity. Examples of environmental factors considered include (but are not limited to): natural resource use, carbon emissions, energy efficiency, pollution/waste and sustainability initiatives. Examples of social factors considered include (but are not limited to): human rights, worker rights, adequate living standards, commitment to health and safety, diversity/opportunity policies, privacy/data security and community programs. Examples of governance factors considered include (but are not limited to): rule of law and corruption, policies that support bondholders’ interests, the character of control persons, ethics, board independence, board diversity and management compensation policy. In evaluating an existing or prospective investment, ESG is just one of several factors considered by the subadviser, and the subadviser may determine that an investment is appropriate notwithstanding its relative ESG characteristics.

Temporary Defensive Strategy: During periods of extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the fund’s assets in cash or cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Risks Associated with Investment Techniques and Fund Operations” for other investment techniques of the fund.

   

30

Virtus Stone Harbor Emerging Markets Debt Fund


Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Non-Fundamental Investment Objectives:

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests, either directly or through the underlying funds (defined below), at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Debt Investments. “Emerging Markets Debt Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Debt Investments may be denominated in the U.S. Dollar or the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”). Emerging Markets Debt Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). The fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.

The fund may invest all or a significant portion of its assets in the Virtus Stone Harbor Emerging Markets Debt Fund and Virtus Stone Harbor Local Markets Fund (together, the “underlying funds”). The fund expects that under normal circumstances approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Emerging Markets Debt Fund and approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Local Markets Fund. The fund is not required to invest in the underlying funds. The allocations in the underlying funds listed above may vary from time to time depending on market conditions and there may be times the fund is not invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken or investments held by the fund or by an underlying fund. The underlying funds listed above are described elsewhere in this Prospectus.

The subadviser uses a “top-down” approach and allocates the fund’s investments among various emerging market countries. In allocating among different countries and evaluating sovereign issuers, the following are some of the factors the subadviser may consider:

 Currency, inflation and interest rates and trends;

 Economic outlook and growth rate forecasts;

 Liquidity of a country’s debt markets;

 Fiscal policies;

 Political outlook; and

 Tax environment.

The subadviser then selects those individual investments that the subadviser believes to be most undervalued and to offer the highest potential returns relative to the amount of credit, interest rate, liquidity and other risks presented. The subadviser engages in independent fundamental analysis to evaluate the creditworthiness of corporate and governmental issuers.

When evaluating a corporate issuer’s creditworthiness, the subadviser uses fundamental analysis and may consider, among other things, the following additional factors:

 The economic outlook for the country or countries in which the issuer operates;

 The prospects for the industry or industries in which the issuer operates;

 The strength of the issuer’s financial resources and sensitivity to economic conditions and trends;

 Fiscal policies;

 The issuer’s operating history; and

 The experience and track record of the issuer’s management.

Individual security selection is driven by the subadviser’s analysis of the issuer’s credit quality paired with an assessment of valuation. The subadviser selects those individual investments that it believes to be most undervalued and to offer the highest potential returns relative to the amount of credit, interest rate, liquidity and other risks presented. The subadviser generally allocates each Fund’s investments across a broad range of issuers, industries and countries, which can help to reduce risk.

While not part of the fund’s investment objective or principal investment strategies, the fund’s subadviser engages in fundamental analysis that integrates, among other factors, a review of environmental, social and governance (“ESG”) factors to evaluate the creditworthiness of issuers in which the fund may invest. ESG factors considered by the subadviser will vary by country, industry, issuer and investment opportunity. Examples of environmental factors considered include (but are not limited to): natural resource use, carbon emissions, energy efficiency, pollution/waste and sustainability initiatives. Examples of social factors considered include (but are not limited to): human rights, worker rights, adequate living standards, commitment to health and safety, diversity/opportunity policies, privacy/data security and community programs. Examples of governance factors considered include (but are not limited to): rule of law and corruption,

   

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

31


policies that support bondholders’ interests, the character of control persons, ethics, board independence, board diversity and management compensation policy. In evaluating an existing or prospective investment, ESG is just one of several factors considered by the subadviser, and the subadviser may determine that an investment is appropriate notwithstanding its relative ESG characteristics.

Temporary Defensive Strategy: During periods of extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the fund’s assets in cash or cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Risks Associated with Investment Techniques and Fund Operations” for other investment techniques of the fund.

   

32

Virtus Stone Harbor Emerging Markets Debt Allocation Fund


Virtus Stone Harbor High Yield Bond Fund

Non-Fundamental Investment Objectives:

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in High Yield Debt Securities. “High Yield Debt Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) rated below investment grade (or, if unrated, of comparable quality as determined by the fund’s subadviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans and other obligations of U.S. and non-U.S. issuers. High Yield Debt Securities also include securities or other instruments whose return is based on the return of high yield securities, including derivative instruments and instruments created to hedge or gain exposure to the high yield markets. The fund may invest in High Yield Debt Securities of any credit rating (including unrated securities). The fund’s investments may include, among other things, asset-backed securities, depositary receipts, mortgage-related securities (including transferable private issuer mortgage-backed securities), non-publicly traded securities, payment-in-kind bonds, securities issued by supranational organizations, structured notes, convertible securities, inflation-protected and other index-linked securities, interest-only securities, step-up securities and zero coupon bonds. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund seeks capital appreciation through industry selection, sector selection and security selection.

In evaluating the issuer’s creditworthiness, the fund’s subadviser uses fundamental analysis and may consider, among other things, the following factors:

 The strength of the issuer’s financial resources and sensitivity to economic conditions and trends;

 The issuer’s operating history; and

 The experience and track record of the issuer’s management.

While not part of the fund’s investment objective or principal investment strategies, the fund’s subadviser engages in fundamental analysis that integrates, among other factors, a review of environmental, social and governance (“ESG”) factors to evaluate the creditworthiness of issuers in which the fund may invest. ESG factors considered by the subadviser will vary by country, industry, issuer and investment opportunity. Examples of environmental factors considered include (but are not limited to): natural resource use, carbon emissions, energy efficiency, pollution/waste and sustainability initiatives. Examples of social factors considered include (but are not limited to): human rights, worker rights, adequate living standards, commitment to health and safety, diversity/opportunity policies, privacy/data security and community programs. Examples of governance factors considered include (but are not limited to): rule of law and corruption, policies that support bondholders’ interests, the character of control persons, ethics, board independence, board diversity and management compensation policy. In evaluating an existing or prospective investment, ESG is just one of several factors considered by the subadviser, and the subadviser may determine that an investment is appropriate notwithstanding its relative ESG characteristics.

Temporary Defensive Strategy: During periods of extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the fund’s assets in cash or cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Risks Associated with Investment Techniques and Fund Operations” for other investment techniques of the fund.

   

Virtus Stone Harbor High Yield Bond Fund

33


Virtus Stone Harbor Local Markets Fund

Non-Fundamental Investment Objectives:

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Principal Investment Strategies:

Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Investments. “Emerging Markets Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country, which are denominated in the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”) or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. Although under normal circumstances a significant portion of the fund’s investments will be denominated in Emerging Markets Currencies, Emerging Markets Investments may be denominated in non-Emerging Markets Currencies, including the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.

The subadviser uses a “top-down” approach and allocates the fund’s investments among various emerging market countries. In allocating among different countries, the following are some of the factors the subadviser may consider:

 Currency, inflation and interest rates and trends;

 Growth rate forecasts;

 Liquidity of a country’s debt markets;

 Fiscal policies;

 Political and economic outlook; and

 Tax environment.

The subadviser then selects those individual investments that the subadviser believes to be most undervalued and to offer the highest potential returns relative to the amount of credit, interest rate, liquidity and other risks presented. The subadviser engages in independent fundamental analysis to evaluate the creditworthiness of corporate and governmental issuers.

While not part of the fund’s investment objective or principal investment strategies, the fund’s subadviser engages in fundamental analysis that integrates, among other factors, a review of environmental, social and governance (“ESG”) factors to evaluate the creditworthiness of issuers in which the fund may invest. ESG factors considered by the subadviser will vary by country, industry, issuer and investment opportunity. Examples of environmental factors considered include (but are not limited to): natural resource use, carbon emissions, energy efficiency, pollution/waste and sustainability initiatives. Examples of social factors considered include (but are not limited to): human rights, worker rights, adequate living standards, commitment to health and safety, diversity/opportunity policies, privacy/data security and community programs. Examples of governance factors considered include (but are not limited to): rule of law and corruption, policies that support bondholders’ interests, the character of control persons, ethics, board independence, board diversity and management compensation policy. In evaluating an existing or prospective investment, ESG is just one of several factors considered by the subadviser, and the subadviser may determine that an investment is appropriate notwithstanding its relative ESG characteristics.

Temporary Defensive Strategy: During periods of extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the fund’s assets in cash or cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Risks Associated with Investment Techniques and Fund Operations” for other investment techniques of the fund.

   

34

Virtus Stone Harbor Local Markets Fund


Virtus Stone Harbor Strategic Income Fund

Non-Fundamental Investment Objectives:

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Principal Investment Strategies:

The fund is intended to provide broad exposure to global credit markets. The fund, either directly or through the underlying funds (defined below), may invest in a broad variety of fixed income and other income producing securities and instruments (including derivatives), and will not be limited in terms of type of instrument, geography, credit rating or duration. The fund may invest all or a significant portion of its assets in Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Emerging Markets Debt Fund, Virtus Stone Harbor Local Markets Fund and Virtus Stone Harbor Emerging Markets Corporate Debt Fund and/or one or more other affiliated funds managed substantially similarly to these funds (together, the “underlying funds”). The underlying funds listed above are described elsewhere in this Prospectus. The fund is not required to invest in the underlying funds, and from time to time may not be invested in any underlying fund. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and in other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken by the fund or by an underlying fund.

In evaluating investment opportunities, the fund’s subadviser uses a “top-down” approach to determine a decision-making framework. Fundamental credit analysis, including bottom-up valuations and cross-market analyses, is performed to determine sector allocation, as well as security selection, position sizing and risk management. In allocating among different sectors, the following are some of the factors the subadviser may consider to make tactical investment decisions:

 The market environment;

 Risk positioning;

 Target return expectations;

 Sources of return; and

 Favored sectors and portfolio characteristics.

Risk tools and analytics are also used to make investment decisions. The subadviser then selects those individual investments that it believes to be most undervalued and to offer the highest potential returns relative to the amount of credit, interest rate, liquidity and other risks presented.

In seeking to achieve its investment objective, the fund may invest all or a significant portion of its assets in the underlying funds. In addition to investing in the underlying funds, the fund may invest all or a significant portion of its assets directly in fixed income securities and in other instruments and transactions. The fund generally will invest in underlying funds, instead of investing directly in fixed income securities and other instruments, when the subadviser determines that such investments offer a cost-efficient method for achieving the desired investment exposure, portfolio diversification and other benefits.

While not part of the fund’s investment objective or principal investment strategies, the fund’s subadviser engages in fundamental analysis that integrates, among other factors, a review of environmental, social and governance (“ESG”) factors to evaluate the creditworthiness of issuers in which the fund may invest. ESG factors considered by the subadviser will vary by country, industry, issuer and investment opportunity. Examples of environmental factors considered include (but are not limited to): natural resource use, carbon emissions, energy efficiency, pollution/waste and sustainability initiatives. Examples of social factors considered include (but are not limited to): human rights, worker rights, adequate living standards, commitment to health and safety, diversity/opportunity policies, privacy/data security and community programs. Examples of governance factors considered include (but are not limited to): rule of law and corruption, policies that support bondholders’ interests, the character of control persons, ethics, board independence, board diversity and management compensation policy. In evaluating an existing or prospective investment, ESG is just one of several factors considered by the subadviser, and the subadviser may determine that an investment is appropriate notwithstanding its relative ESG characteristics.

Temporary Defensive Strategy: During periods of extreme market fluctuations, the subadviser, at its discretion, may take temporary defensive positions that are inconsistent with its principal investment strategies by investing part or all of the fund’s assets in cash or cash equivalents. When this allocation happens, the fund may not achieve its investment objective.

Please see “More Information About Risks Related to Principal Investment Strategies” for information about the risks of investing in the fund. Please refer to “Additional Risks Associated with Investment Techniques and Fund Operations” for other investment techniques of the fund.

   

Virtus Stone Harbor Strategic Income Fund

35


More Information About Risks Related to Principal Investment Strategies

Each of the funds may not achieve its objective, and each is not intended to be a complete investment program.

Generally, the value of a fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of such fund’s investments decreases, you will lose money.

Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected and investments may fail to perform as the adviser or a subadviser expects. As a result, the value of your shares may decrease.

Specific risks of investing in each fund are identified in the below table and described in detail following the table. The risks are listed in alphabetical order, which is not necessarily indicative of importance. For certain funds, the indicated risks apply indirectly through the fund’s investments in other funds.

             

Risks

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

Virtus Stone Harbor Emerging Markets Debt Fund

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Virtus Stone Harbor High Yield Bond Fund

Virtus Stone Harbor Local Markets Fund

Virtus Stone Harbor Strategic Income Fund

Allocation

   

X

   

X

Bank Loans

X

   

X

X

X

Counterparty

X

X

X

X

X

X

Debt Instruments

X

X

X

X

X

X

Credit

X

X

X

X

X

X

Interest Rate

X

X

X

X

X

X

Prepayment/ Call

X

X

X

X

X

X

Depositary Receipts

X

X

X

X

X

X

Derivatives

X

X

X

X

X

X

Foreign Investing

X

X

X

X

X

X

Currency Rate

X

X

X

 

X

X

Emerging Market Investing

X

X

X

 

X

X

Foreign Currency Transactions

X

X

X

 

X

X

Investing in China

       

X

 

Fund of Funds

   

X

   

X

High Yield-High Risk Fixed Income Securities (Junk Bonds)

X

X

X

X

X

X

Limited Number of Investments

X

X

X

X

X

X

Liquidity

X

X

X

X

X

X

Market Volatility

X

X

X

X

X

X

Mortgage-Backed and Asset-Backed Securities

     

X

 

X

           

Non-Diversification

       

X

 
           

Non-U.S. Government Securities

       

X

 

Portfolio Turnover

X

X

 

X

X

 

Redemption

X

X

X

X

X

X

RIC Compliance

X

X

X

X

X

X

Sector Focused Investing

X

X

X

X

X

X

Short-Term Investments

X

X

X

X

X

X

U.S. and Non-U.S. Government Securities

         

X

Allocation

A fund’s investment performance depends, in part, upon how its assets are allocated and reallocated by its adviser. If the fund’s exposure to equities and fixed income securities, or to different asset classes, deviates from the adviser’s intended allocation, or if the fund’s allocation is not optimal for market conditions at a given time, the fund’s performance may suffer. Any given investment strategy may fail to produce the intended results, and a Fund’s portfolio may underperform other comparable funds because of portfolio management decisions related to, among other things, the selection of investments, portfolio construction, risk assessments, and/or the outlook on market trends and opportunities.

Bank Loans

Investing in loans (including floating rate loans, loan assignments, loan participations and other loan instruments) carries certain risks in addition to the risks typically associated with high-yield/high-risk fixed income securities. Loans may be unsecured or not fully collateralized, may be subject to restrictions on resale and sometimes trade infrequently on the secondary market. In the event a borrower defaults, a fund’s access to the collateral may be limited or delayed by

   

36

Virtus Mutual Funds


bankruptcy or other insolvency laws. There is a risk that the value of the collateral securing the loan may decline after a fund invests and that the collateral may not be sufficient to cover the amount owed to the fund. If the loan is unsecured, there is no specific collateral on which the fund can foreclose. In addition, if a secured loan is foreclosed, a fund may bear the costs and liabilities associated with owning and disposing of the collateral, including the risk that collateral may be difficult to sell.

Transactions in many loans settle on a delayed basis that may take more than seven days. As a result, sale proceeds related to the sale of loans may not be available to make additional investments or to meet the Fund’s redemption obligations until potentially a substantial period of time after the sale of the loans. No active trading market may exist for some loans, which may impact the ability of the Fund to realize full value in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded loans. Loans also may be subject to restrictions on resale, which can delay the sale and adversely impact the sale price. Difficulty in selling a loan can result in a loss. Loans made to finance highly leveraged corporate acquisitions may be especially vulnerable to adverse changes in economic or market conditions. Certain loans may not be considered “securities,” and purchasers, such as a fund, therefore may not be entitled to rely on the strong anti-fraud protections of the federal securities laws. With loan participations, a fund may not be able to control the exercise of any remedies that the lender would have under the loan and likely would not have any rights against the borrower directly, so that delays and expense may be greater than those that would be involved if a fund could enforce its rights directly against the borrower.

Counterparty

When a fund engages in investment techniques in which it relies on another party to consummate the transaction, the fund is subject to the risk of default by the other party. To the extent that a fund enters into multiple transactions with a single or limited number of counterparties, the fund will be subject to increased levels of counterparty risk.

Debt Instruments

Debt instruments are subject to various risks, the most prominent of which are credit risk and interest rate risk. These risks can affect an instrument’s price volatility to varying degrees, depending upon the nature of the instrument. Risks associated with investing in debt instruments include the following:

 Credit Risk. There is a risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Debt instruments rated below investment-grade are especially susceptible to this risk.

 Interest Rate Risk. The values of debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instrument’s value usually will not affect the amount of interest income paid to a fund, but will affect the value of the fund’s shares. Interest rate risk is generally greater for investments with longer maturities.

Certain instruments pay interest at variable or floating rates. Variable rate instruments reset at specified intervals, while floating rate instruments reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the instrument. However, some instruments do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these instruments may fluctuate significantly when interest rates change.

Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, a fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.

 Prepayment/Call Risk. There is a risk that issuers will prepay fixed rate obligations when interest rates fall. A fund holding callable instruments therefore may be forced to reinvest in obligations with lower interest rates than the original obligations and otherwise may not benefit fully from the increase in value that other fixed income investments experience when rates decline.

Depositary Receipts

Certain funds may invest in American Depositary Receipts (ADRs) sponsored by U.S. banks, European Depositary Receipts (EDRs), Global Depositary Receipts (GDRs), ADRs not sponsored by U.S. banks, other types of depositary receipts (including non-voting depositary receipts), and other similar instruments representing securities of foreign companies.

Although certain depositary receipts may reduce or eliminate some of the risks associated with foreign investing, these types of securities generally are subject to many of the same risks as direct investment in securities of foreign issuers.

Derivatives

Derivative transactions are contracts whose value is derived from the value of an underlying asset, index or rate, including futures, options, non-deliverable forwards, foreign currency forward contracts and swap agreements. A fund may use derivatives to hedge against factors that affect the value of its investments, such as interest rates and foreign currency exchange rates. A fund may also utilize derivatives as part of its overall investment technique to gain or lessen exposure to various securities, markets, volatility, dividend payments and currencies.

Derivatives typically involve greater risks than traditional investments. It is generally more difficult to ascertain the risk of, and to properly value, derivative contracts. Many derivatives, and particularly those that are privately negotiated, are complex and often valued subjectively. Improper valuations can result in increased cash payment requirements to counterparties or a loss of value to the fund. The prices of derivatives may move in unexpected ways, especially in abnormal market conditions. Derivatives are usually less liquid than traditional securities and are subject to counterparty risk (the risk that the other party to the contract will default or otherwise not be able to perform its contractual obligations). In addition, some derivatives transactions may involve potentially unlimited losses.

   

Virtus Mutual Funds

37


Derivative contracts entered into for hedging purposes may also subject a fund to losses if the contracts do not correlate with the assets, indexes or rates they were designed to hedge. In regard to currency hedging using forward contracts, it is generally not possible to precisely match the foreign currency exposure of such foreign currency forward contracts to the value of the securities involved due to fluctuations in the market values of such securities and cash flows into and out of the fund between the date a foreign currency forward contract is entered into and the date it expires.

As an investment company registered with the SEC, each fund is required to identify on its books (often referred to as “asset segregation”) liquid assets, or engage in other SEC-approved measures, to “cover” open positions with respect to certain kinds of derivative instruments. If a fund investing in such instruments has insufficient cash to meet such requirements, it may have to sell other investments, including at disadvantageous times.

Governments, agencies and/or other regulatory bodies may adopt or change laws or regulations that could adversely affect a fund’s ability to invest in derivatives as the fund’s subadviser intends. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), among other things, grants the Commodity Futures Trading Commission (the “CFTC”) and SEC broad rulemaking authority to implement various provisions of the Dodd-Frank Act including comprehensive regulation of the over-the-counter (“OTC”) derivatives market. The implementation of the Dodd-Frank Act could adversely affect a fund by placing limits on derivative transactions, and/or increasing transaction and/or regulatory compliance costs. For example, the CFTC has adopted rules that apply a new aggregation standard for position limit purposes, which may further limit a fund’s ability to trade futures contracts and swaps.

Rule 18f-4 under the 1940 Act applies to a fund’s use of derivative investments and certain financing transactions (e.g., reverse repurchase agreements). Among other things, Rule 18f-4 requires funds that invest in derivative instruments beyond a specified limited amount to apply a value-at-risk based limit to their use of certain derivative instruments and financing transactions and to adopt and implement a derivatives risk management program. Funds that use derivative instruments (beyond certain currency and interest rate hedging transactions) in a limited amount are not subject to the full requirements of Rule 18f-4. In connection with the adoption of Rule 18f-4, funds are no longer required to comply with the asset segregation framework arising from prior SEC guidance for covering certain derivative instruments and related transactions. The application of Rule 18f-4 to a fund could restrict the fund’s ability to utilize derivative investments and financing transactions and prevent the fund from implementing its principal investment strategies as described herein, which may result in changes to the fund’s principal investment strategies and could adversely affect the fund’s performance and its ability to achieve its investment objective.

There are also special tax rules applicable to certain types of derivatives, which could affect the amount, timing and character of a fund’s income or loss and hence of its distributions to shareholders by causing holding period adjustments, converting short-term capital losses into long-term capital losses, and accelerating a fund’s income or deferring its losses. A fund’s use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by the fund or its adviser and/or subadviser(s) to comply with particular regulatory requirements.

Foreign Investing

Investing in securities of non-U.S. companies involves special risks and considerations not typically associated with investing in U.S. companies, and the values of non-U.S. securities may be more volatile than those of U.S. securities. The values of non-U.S. securities are subject to economic and political developments in countries and regions where the issuers operate or are domiciled, or where the securities are traded, such as changes in economic or monetary policies, and to changes in currency exchange rates. Values may also be affected by restrictions on receiving the investment proceeds from a non-U.S. country.

The securities markets of many non-U.S. countries are relatively small, with a limited number of issuers and securities. Furthermore, non-U.S. taxes also could detract from performance. Companies based in non-U.S. countries may not be subject to accounting, auditing and financial reporting standards and practices as stringent as those in the United States. Therefore, their financial reports may present an incomplete, untimely or misleading picture of a non-U.S. company, as compared to the financial reports of U.S. companies. Nationalization, expropriation or confiscatory taxation, currency blockage, the implementation of sanctions, political changes or diplomatic developments can cause the value of a fund’s investments in a non-U.S. country to decline. In the event of nationalization, expropriation or other confiscation, a fund could lose its entire investment in that country.

In general, less information is publicly available about non-U.S. companies than about U.S. companies. Non-U.S. companies are generally not subject to the same accounting, auditing and financial reporting standards as are U.S. companies. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk.

 Currency Rate Risk. Because the foreign securities in which a fund invests generally trade in currencies other than the U.S. dollar, changes in currency exchange rates will affect the fund’s net asset value, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of each fund’s shares is calculated in U.S. dollars, it is possible for a fund to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the fund’s holdings goes up. Generally, a strong U.S. dollar relative to such other currencies will adversely affect the value of the fund’s holdings in foreign securities.

 Emerging Market Risk. The risks of foreign investments are generally greater in countries whose markets are still developing than they are in more developed markets. Emerging market countries typically have economic and political systems that are less fully developed, and can be expected to be less stable than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. They may also have policies that restrict investment by foreigners, or that prevent foreign investors from withdrawing their money at will. Certain emerging markets may also face other significant internal or external risks, including the risk of war and civil unrest.

Each of these factors can affect the value and liquidity of the assets of a fund.

In addition, the ability of an emerging market government to make timely payments on its debt obligations will depend on the extent of its reserves, interest rate fluctuations and access to international credit and investments. A country with non-diversified exports or that relies on specific imports will be subject to a greater extent to fluctuations in the pricing of those commodities. Failure to generate adequate earnings from foreign trade would make it difficult for an emerging market country to service foreign debt. Disruptions resulting from social and political factors may cause the securities markets of emerging market countries to close. If this were to occur, the liquidity and value of a fund’s assets invested in corporate debt obligations of emerging market companies would decline.

   

38

Virtus Mutual Funds


Foreign investment in debt securities of emerging market countries may be restricted or controlled to varying degrees. These restrictions can limit or preclude foreign investment in debt securities of certain emerging market countries. In addition, certain emerging market countries may also restrict investment opportunities in issuers in industries deemed important to national interests.

Emerging market countries may require governmental approval for the repatriation of investment income, capital or proceeds of sale of securities by foreign investors. In addition, if a deterioration occurs in an emerging market country’s balance of payments, the country could impose temporary restrictions on foreign capital remittances. A fund 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 fund of any restrictions on investments. Investing in local markets in emerging market countries may require a fund to adopt special procedures, seek local governmental approvals or take other actions, each of which may involve additional costs to that fund.

The funds will be subject to these risks to an even greater extent, to the extent that a fund invests in issuers exposed to countries defined as “low income” or “lower middle income” by the World Bank or as a “Least Developed Country” by the United Nations. These countries typically confront severe structural impediments to sustainable development and are highly vulnerable to economic and environmental shocks and have low levels of human assets.

For all of these reasons, investments in emerging markets may be considered speculative. To the extent that a fund invests a significant portion of its assets in a particular emerging market, the fund will be more vulnerable to financial, economic, political and other developments in that country, and conditions that negatively impact that country will have a greater impact on the fund as compared with a fund that does not have its holdings concentrated in a particular country.

 Foreign Currency Transactions Risk. A fund may engage in foreign currency transactions, including foreign currency forward contracts, options, swaps and other similar strategic transactions. These transactions may be for the purposes of hedging or efficient portfolio management, or may be for investment purposes, and they may be exchange traded or traded directly with market counterparties. Such transactions may not prove successful or may have the effect of limiting gains from favorable markets movements.

A fund may use derivatives to acquire positions in various currencies, which presents the risk that the fund could lose money on its exposure to a particular currency and also lose money on the derivative. A fund also may take positions in currencies that do not correlate to the currency exposure presented by the fund’s other investments. As a result, the fund’s currency exposure may differ, in some cases significantly, from the currency exposure of its other investments and/or its benchmarks.

Investing in China Risk

The government of China maintains strict currency controls in order to achieve economic, trade and political objectives and regularly intervenes in the currency market. The Chinese government also plays a major role in the country’s economic policies regarding foreign investments. Foreign investors are subject to the risk of loss from expropriation or nationalization of their investment assets and property, governmental restrictions on foreign investments and the repatriation of capital invested. In addition, the rapid growth rate of the Chinese economy over the past several years may not continue, and the trend toward economic liberalization and disparities in wealth may result in social disorder, including violence and labor unrest. These and other factors could have a negative impact on the fund’s performance and increase the volatility of an investment in the fund. Certain securities issued by companies located or operating in China, such as China A-shares, are also subject to trading restrictions, quota limitations and less market liquidity, which could pose risks to the fund.

The U.S. President signed an executive order that prohibits U.S. persons (which includes individuals and entities like the funds) from purchasing or investing in publicly-traded securities of companies identified by the U.S. government as “Communist Chinese military companies.” In January 2021, the U.S. President signed another executive order that prohibits transactions identified by the U.S. Secretary of Commerce with certain “Chinese connected software applications.” The orders could limit the funds’ ability to invest in certain Chinese companies’ publicly-traded securities.

Furthermore, many Chinese companies have used complex organizational structures to address Chinese restrictions on foreign investment whereby foreign persons, through another entity domiciled outside of China, have limited contractual rights, including economic benefits, with respect to the Chinese company. While these structures are a longstanding practice in China, such arrangements are not formally recognized under Chinese law. There is a risk that the Chinese government may cease to tolerate these structures at any time or impose new restrictions. If Chinese regulators’ tacit acceptance of these arrangements ceases, the value of such holdings would be negatively impacted. Moreover, since such arrangements are not recognized under Chinese law, remedies available to an investor would be limited. Foreign companies listed on US stock exchanges could also face delisting or other ramifications for failure to meet the expectations and/or requirements of the SEC, the Public Company Accounting Oversight Board, or other U.S. regulators. Future regulatory action may prohibit the ability of these organizational structures to receive the economic benefits of a Chinese company, which would cause the market value of such holding to lose substantial value.

Fund of Funds

Achieving the fund’s objective will depend on the performance of the underlying mutual funds, which depends on the particular securities in which the underlying mutual funds invest. Indirectly, the fund is subject to all risks associated with the underlying mutual funds. Since the fund’s performance depends on that of each underlying mutual fund, it may be subject to increased volatility.

Assets invested in other mutual funds incur a layering of expenses, including operating costs, advisory fees and administrative fees that you, as a shareholder in the fund, indirectly bear. Such fees and expenses may exceed the fees and expenses the fund would have incurred if it invested in the underlying fund’s assets directly. As the underlying funds or the fund’s allocations among the underlying funds change from time to time, or to the extent that the expense ratio of the underlying funds changes, the weighted average operating expenses borne by the fund may increase or decrease. If the fund invests in closed-end funds, it may incur added expenses such as additional management fees and trading costs and additional risks associated with trading at a discount to NAV and use of leverage.

The underlying funds may change their investment objective or policies without the approval of the fund, and the fund might be forced to withdraw its investment from the underlying fund at a time that is unfavorable to the fund.

   

Virtus Mutual Funds

39


Each underlying fund may be subject to risks other than those described because the types of investments made by an underlying fund can change over time. For further description of the risks associated with the underlying funds, please consult the underlying funds’ prospectus.

High-Yield Fixed Income Securities (Junk Bonds)

Securities rated below the four highest rating categories of a nationally recognized statistical rating organization, may be known as “high-yield” securities and commonly referred to as “junk bonds.” The highest of the ratings among these nationally recognized statistical rating organizations is used to determine the security’s classification. Such securities entail greater price volatility and credit and interest rate risk than investment-grade securities. Analysis of the creditworthiness of high-yield issuers is more complex than for higher-rated securities, making it more difficult for a fund’s subadviser to accurately predict risk. There is a greater risk with high-yield fixed income securities that an issuer will not be able to make principal and interest payments when due. If the fund pursues missed payments, there is a risk that fund expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative.

Limited Number of Investments

There is a risk that a fund’s portfolio may be more susceptible to factors adversely affecting issuers of securities in the fund’s portfolio than would a fund holding a greater number of securities.

Liquidity

Certain securities in which a fund invests may be difficult to sell at the time and price beneficial to the fund, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, the fund may have to sell at a lower price or may be unable to sell the security at all. The sale of such securities may also require the fund to incur expenses in addition to those normally associated with the sale of a security.

In addition to this, certain shareholders, including affiliates of a fund’s investment adviser and/or subadviser(s), may from time to time own or control a significant percentage of the fund’s shares. Redemptions by these shareholders of their shares of the fund may increase the fund’s liquidity risk by causing the fund to have to sell securities at an unfavorable time and/or price.

Market Volatility

The value of the securities in which a fund invests may go up or down, sometimes rapidly or unpredictably, in response to the prospects of individual issuers and/or general economic conditions. Such price changes may be temporary or may last for extended periods.

Instability in the financial markets may expose each fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government and other governments have taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions. The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude a fund’s ability to achieve its investment objective. In addition, each fund is subject to the risk that geopolitical events, such as political, social or financial instability, civil unrest and acts of terrorism, war (e.g. Russia’s invasion of Ukraine), and other political developments, such as sanctions, tariffs, the imposition of exchange controls or other cross-border trade barriers, may negatively affect the fund’s investment in issuers located in, doing business in, or with assets relating to a market effected by such geopolitical event. Likewise, natural and environmental disasters, widespread disease and virus epidemics such as the recent coronavirus pandemic, and systemic market dislocations may be highly disruptive to economies and markets. These and other factors may lead to increased volatility and reduced liquidity in a Fund’s portfolio holdings.

Mortgage-Backed and Asset-Backed Securities

Mortgage-backed securities represent interests in pools of residential mortgage loans purchased from individual lenders by a federal agency or originated and issued by private lenders. Asset-backed securities represent interests in pools of underlying assets such as motor vehicle installment sales or installment loan contracts, leases of various types of real and personal property, and receivables from credit card arrangements. These two types of securities share many of the same risks.

The impairment of the value of collateral or other assets underlying a mortgage-backed or asset-backed security, such as that resulting from non-payment of loans, may result in a reduction in the value of such security and losses to a fund.

Early payoffs in the loans underlying such securities may result in a fund receiving less income than originally anticipated. The variability in prepayments will tend to limit price gains when interest rates drop and exaggerate price declines when interest rates rise. In the event of high prepayments, a fund may be required to invest proceeds at lower interest rates, causing the fund to earn less than if the prepayments had not occurred. Conversely, rising interest rates may cause prepayments to occur at a slower than expected rate, which may effectively change a security that was considered short- or intermediate-term into a long-term security. Long-term securities tend to fluctuate in value more widely in response to changes in interest rates than shorter-term securities.

Non-Diversification

As a non-diversified investment company, the fund is not limited in the proportion of assets that it may invest in the securities of any one issuer. If the fund takes concentrated positions in a small number of issuers, the fund may be more susceptible to the risks associated with those issuers, or to a single economic, political, regulatory or other event affecting those issuers.

Non-U.S. Government Securities

When a fund invests in debt instruments issued by a government outside the U.S., the fund is exposed to the risks that: (a) the governmental entity that controls the repayment of government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due, due to factors such as political considerations, the relative size of the governmental entity’s debt position in relation to the economy, cash flow problems, insufficient foreign currency reserves, the failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies, and/or other national economic factors; (b)

   

40

Virtus Mutual Funds


the issuing government may default on its debt instruments, which may require holders of such securities to participate in debt rescheduling; and (c) there is no legal or bankruptcy process by which defaulted government debt may be collected in whole or in part.

Portfolio Turnover Risk

A fund’s investment strategy may result in consistently frequently high turnover rate. A high portfolio turnover rate may result in correspondingly greater brokerage commission expenses and the distribution to shareholders of additional capital gains for tax purposes, some of which may be taxable at ordinary income rates. These factors may negatively affect the fund’s performance.

Redemption

The redemption by one or more large shareholders or groups of shareholders of their holdings in the fund could have an adverse impact on the remaining shareholders in the fund by, for example, accelerating the realization of capital gains and/or increasing the fund’s transaction costs.

RIC Compliance

The fund’s investment in MLPs presents unusual challenges in qualifying each year as a “regulated investment company” (a “RIC”) under the Internal Revenue Code, a designation which allows the fund to avoid paying taxes at regular corporate rates on its income. If for any taxable year the fund fails to qualify as a RIC, the fund’s taxable income will be subject to federal income tax at regular corporate rates. The resulting increase to the fund’s expenses will reduce its performance and its income available for distribution to shareholders.

Sector Focused Investing

The value of the investments of a fund that focuses its investments in a particular market sector will be highly sensitive to financial, economic, political and other developments affecting that market sector, and conditions that negatively impact that market sector will have a greater impact on the fund as compared with a fund that does not have its holdings similarly focused. Events negatively affecting the market sectors in which a fund has invested are therefore likely to cause the value of the fund’s shares to decrease, perhaps significantly.

Short-Term Investments

Short-term investments include money market instruments, repurchase agreements, certificates of deposit and bankers’ acceptances and other short-term instruments that are not U.S. Government securities. These securities generally present less risk than many other investments, but they are generally subject to credit risk and may be subject to other risks as well.

U.S. and Non-U.S. Government Securities

U.S. government securities include securities issued or guaranteed by the U.S. government or by its authorities, agencies or instrumentalities. Non-U.S. government securities include securities issued or guaranteed by non-U.S. governments (including political subdivisions) or their authorities, agencies or instrumentalities, or by supra-national agencies. Different kinds of U.S. government securities and non-U.S. government securities have different kinds of government support. Not all government securities are backed by the full faith and credit of the United States or, in the case of non-U.S. government securities, other national governments. Some are backed only by the credit of the issuing agency or instrumentality. Accordingly, there is at least a chance of default on these U.S. government securities, as well as on non-U.S. government securities in which a fund may invest, so that a fund is subject to credit risk.

Like other debt securities, the values of U.S. government securities change as interest rates fluctuate, which could affect a fund’s NAV. Since the magnitude of these fluctuations will generally be greater at times when a fund’s average maturity is longer, under certain market conditions a fund may, for temporary defensive purposes, accept lower current income from short-term investments rather than investing in higher yielding long-term securities.

Investments in sovereign debt involve the risk that the governmental entities responsible for repayment may be unable or unwilling to pay interest and repay principal when due. A governmental entity’s willingness or ability to pay interest and repay principal in a timely manner may be affected by a variety of factors, including its cash flow, the size of its reserves, its access to foreign exchange, the relative size of its debt service burden to its economy as a whole, and political constraints. Investments in quasi-sovereign issuers are subject to the additional risk that the issuer may default independently of its sovereign. Sovereign debt risk is greater for emerging market securities.

Management of the Funds

The Adviser

Virtus Alternative Investment Advisers, Inc. (“VAIA” or the “Adviser”) is the investment adviser to the funds and is located at One Financial Plaza, Hartford, CT 06103. VAIA, an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business, acts as the investment adviser to open- and closed-end funds totaling approximately $1.4 billion in assets under management as of May 31, 2022.

Subject to the direction of the funds’ Board of Trustees, VAIA is responsible for managing the funds’ investment programs and for the general operations of the funds, including oversight of the funds’ subadvisers, and recommending their hiring, termination and replacement.

VAIA has appointed and oversees the activities of the subadviser for the funds as shown in the table below. The subadviser manages the investments of each fund to conform with its investment policies as described in this prospectus.

   

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

Stone Harbor

 

Virtus Stone Harbor Emerging Markets Debt Fund

Stone Harbor

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Stone Harbor

Virtus Stone Harbor High Yield Bond Fund

Stone Harbor

Virtus Stone Harbor Local Markets Fund

Stone Harbor

Virtus Stone Harbor Strategic Income Fund

Stone Harbor

   

Virtus Mutual Funds

41


Management Fees

Each fund pays VAIA an investment management fee that is accrued daily against the value of the fund’s net assets at the following annual rates:

   

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

0.85%

Virtus Stone Harbor Emerging Markets Debt Fund

0.60%

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

0.70%

Virtus Stone Harbor High Yield Bond Fund

0.50%

Virtus Stone Harbor Local Markets Fund

0.75%

Virtus Stone Harbor Strategic Income Fund

0.55%

In its last fiscal year, each fund (including its respective Predecessor Fund) paid fees to Stone Harbor at the same annual rates as those listed above.

Out of its investment management fee, VAIA pays the subadviser a subadvisory fee, which is calculated on the fund’s average daily net assets at the rate of 50% of the net advisory fee for each fund.

The Subadviser

Virtus Fixed Income Advisers, LLC, an affiliate of VAIA, has its principal office at One Financial Plaza, Hartford, CT 06103. VFIA operates through its division, Stone Harbor Investment Partners (‘Stone Harbor’) in subadvising the funds described herein. Stone Harbor is located at 31 West 52nd Street, 16th Floor, New York, New York 10019. As of May 31, 2022, the three advisers that merged into VFIA on July 1, 2022 had approximately $37.1 billion in aggregate assets under management.

As of May 31, 2022, Stone Harbor Investment Partners, LLC, which merged with and into VFIA on July 1, 2022, and the former portfolio management team of which now operates as the Stone Harbor division of VFIA, had approximately $12.3 billion in assets under management. Stone Harbor Investment Partners, LLC was established in 2006.

A discussion regarding the basis for the Board of Trustees approving the investment advisory and subadvisory agreements for the funds is available in the funds’ annual report covering the period from the reorganizations to May 31, 2022.

The funds and VAIA have received shareholder approval to rely on an exemptive order and additional exemptive relief from the Securities and Exchange Commission(“SEC”) that permits VAIA, subject to certain conditions, and without the approval of shareholders, to: (a) select unaffiliated subadvisers, partially-owned affiliated subadvisers, and wholly-owned affiliated subadvisers, to manage all or a portion of the assets of the fund, and enter into subadvisory agreements with such subadvisers; (b) materially amend subadvisory agreements with such subadvisers; and (c) to continue the employment of existing subadvisers after events that under the 1940 Act and the relevant subadvisory agreements would otherwise cause an automatic termination of the subadvisory agreements. In such circumstances, shareholders would receive notice of such action. In addition, the exemptive relief permits each fund to disclose its advisory fees as follows: (a) advisory fees paid by the fund to VAIA and the subadvisory fees paid by VAIA to wholly-owned affiliated subadvisers for the fund may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each individually; and (b) subadvisory fees paid by VAIA to multiple unaffiliated and partially-owned affiliated subadvisers for the fund may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each such subadviser individually.

Portfolio Management

The following individuals are jointly and primarily responsible for the day-to-day management of the funds’ portfolios.

Stone Harbor

   

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

Peter J. Wilby (since June 2011)

James E. Craige (since June 2011)

David A. Oliver (since June 2011)

Kumaran Damodaran (since September 2015)

William Perry (since September 2012)

Stuart Sclater-Booth (since September 2017)

Virtus Stone Harbor Emerging Markets Debt Fund

Peter J. Wilby (since August 2007)

James E. Craige (since August 2007)

David A. Oliver (since September 2008)

Kumaran Damodaran (since September 2015)

William Perry (since September 2012)

Stuart Sclater-Booth (since September 2017)

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Peter J. Wilby (since October 2014)

James E. Craige (since October 2014)

David A. Oliver (since October 2014)

Kumaran Damodaran (since September 2015)

William Perry (since October 2014)

Stuart Sclater-Booth (since September 2017)

Virtus Stone Harbor High Yield Bond Fund

Peter J. Wilby (since August 2007)

James E. Craige (since December 2018)

William Perry (since December 2018)

Dan Berkery, CFA (since September 2010)

Hunter Schwartz (since December 2018)

Matthew Kearns (since December 2018)

   

42

Virtus Mutual Funds


   

Virtus Stone Harbor Local Markets Fund

Peter J. Wilby (since June 2010)

James E. Craige (since June 2010)

David A. Oliver (since June 2010)

Kumaran Damodaran (since September 2015)

William Perry (since September 2012)

Stuart Sclater-Booth (since September 2017)

Virtus Stone Harbor Strategic Income Fund

Peter J. Wilby (since December 2013)

James E. Craige (since December 2013)

David Torchia (since December 2013)

Roger Lavan (since December 2013)

David Scott (since December 2013)

Peter J. Wilby, CFA. Mr. Wilby serves as Co-Chief Investment Officer and a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in April 2006, Chief Investment Officer—North American Fixed Income and senior portfolio manager responsible for directing investment policy and strategy for all emerging markets and high yield fixed income portfolios at Citigroup Asset Management; Joined Citigroup or its predecessor firms in 1989.

James E. Craige, CFA. Mr. Craige serves as Co-Chief Investment Officer and a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in April 2006, Managing Director and Senior Portfolio Manager for emerging markets debt portfolios at Salomon Brothers Asset Management Inc.; Joined Salomon Brothers Asset Management Inc. in 1992.

David A. Oliver. Mr. Oliver serves as a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in June 2008, Managing Director in emerging market sales and trading at Citigroup; Joined Citigroup in 1986.

Kumaran Damodaran, Ph.D. Mr. Damodaran serves as a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in September 2015, Lead Emerging Markets Macro Portfolio Manager for GLG Partners from 2012 to 2015. From 2008 to 2012, Executive Vice President and Emerging Markets Portfolio Manager at PIMCO. Prior to PIMCO, Senior Vice President and Trader in Latin American Local Market Rate Derivatives at Lehman Brothers for over five years.

William Perry. Mr. Perry serves as a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in September 2012, from August 2010 to August 2012, Emerging Markets Corporate Portfolio Manager at Morgan Stanley Investment Management. Prior to 2010, Managing Director/Portfolio Manager in the Global Special Opportunities Group for Latin American Special Situations at JPMorgan Chase.

Stuart Sclater-Booth. Mr. Sclater-Booth serves as a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in June 2014, Managing Director and head of Emerging Markets Debt strategy for Goldman Sachs from August 2009-2010 and June 2011-June 2014; Executive Director—Global Head of Emerging Markets Macro Strategy, Executive Directors—Emerging Markets Proprietary Trading, Vice President, Head of Trade Strategy for JP Morgan Chase Securities from March 1998-March 2009 and August 2010-June 2011.

Dan Berkery, CFA. Mr. Berkery serves as a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in June 2010, Executive Director, Portfolio Manager for convertible bond securities at UBS O’Conner; Joined UBS O’Conner in 2000.

Hunter Schwarz. Mr. Schwarz serves as a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in December 2018, from April 2006 to December 2018, Credit Analyst at Stone Harbor; Prior to April 2006, Fixed Income Trade Support Analyst for Citigroup Asset Management and prior to that, Associate in the Structured Products Group at Deutsche Bank.

Matthew Kearns, CFA. Mr. Kearns serves as a Portfolio Manager of Stone Harbor. From April 2006 to December 2018, served as a Credit Analyst at the predecessor to Stone Harbor. Prior to joining the predecessor to Stone Harbor in April 2006, Analyst at Citigroup Asset Management.

David Torchia. Mr. Torchia is a portfolio manager and head of multi-sector credit strategies/investment grade at Stone Harbor, and Senior Portfolio Manager and Managing Director with Virtus Investment Advisers Inc. Prior to joining the predecessor to Stone Harbor in 2006, Mr. Torchia was a Managing Director and senior portfolio manager responsible for directing investment policy and strategy for all investment grade U.S. fixed income portfolios at Citigroup Asset Management. Previously, he served as a portfolio manager and investment policy committee member at Salomon Brothers Asset Management and as a manager of structured portfolios for the bond portfolio analysis group at Salomon Brothers Inc. Mr. Torchia earned a B.S. in industrial engineering from the University of Pittsburgh and an M.B.A in finance from Lehigh University. He began working in the investment industry in 1984.

Roger Lavan, CFA. Mr. Lavan serves as a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in April 2006, Managing Director and senior portfolio manager responsible for directing U.S. governments, mortgages and asset-backed securities at Citigroup Asset Management; Joined Citigroup or its predecessor firms in 1987.

David Scott. Mr. Scott serves as a Portfolio Manager of Stone Harbor. Prior to joining the predecessor to Stone Harbor in 2006, Managing Director, Investment Policy Committee member and Head of the Traditional Investment Group responsible for the traditional bond product at Salomon Brothers Asset Management Limited; Joined Salomon Brothers Asset Management Limited in 1983.

   

Virtus Mutual Funds

43


Additional Risks Associated with Investment Techniques and Fund Operations

In addition to the Principal Investment Strategies and Risks Related to Principal Investment Strategies, each of the funds listed in the chart below may engage in additional investment techniques that present additional risks to a fund. Those additional investment techniques in which a fund is expected to engage as of the date of this prospectus are indicated in the chart below, although other techniques may be utilized from time to time. The information below the chart describes the additional investment techniques and their risks. Many of the additional investment techniques that a fund may use, as well as other investment techniques that are relied upon to a lesser degree, are more fully described in the SAI.

             

Risks

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

Virtus Stone Harbor Emerging Markets Debt Fund

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Virtus Stone Harbor High Yield Bond Fund

Virtus Stone Harbor Local Markets Fund

Virtus Stone Harbor Strategic Income Fund

Cybersecurity

X

X

X

X

X

X

ESG Consideration

X

X

X

X

X

X

LIBOR

X

X

X

X

X

X

Operational

X

X

X

X

X

X

Private Placements

X

X

X

X

X

X

Cybersecurity

With the increased use of technologies such as the Internet to conduct business, the funds are potentially more susceptible to operational and information security risks through breaches in cybersecurity. In general, a breach in cybersecurity can result from either a deliberate attack or an unintentional event. Cybersecurity breaches may involve, among other things, infection by computer viruses or other malicious software code or unauthorized access to the digital information systems, networks or devices of the funds or their service providers (including, but not limited to, the funds’ investment adviser, transfer agent, custodian, administrators and other financial intermediaries) through “hacking” or other means, in each case for the purpose of misappropriating assets or sensitive information (including, for example, personal shareholder information), corrupting data or causing operational disruption or failures in the physical infrastructure or operating systems that support the funds. Any such cybersecurity breaches or losses of service may cause the funds to lose proprietary information, suffer data corruption or lose operational capacity, which, in turn, could cause the funds to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. While the funds and their service providers have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cybersecurity attack tactics, and there is a possibility that certain risks have not been adequately identified or prepared for. Cybersecurity risks may also impact issuers of securities in which the funds invest, which may cause the funds’ investments in such issuers to lose value.

ESG Consideration

Stone Harbor engages in fundamental analysis that integrates, among other factors, a review of environmental, social and governance (“ESG”) factors to evaluate the creditworthiness of issuers in which a Fund may invest. ESG factors considered by Stone Harbor will vary by country, industry, issuer and investment opportunity. Examples of environmental factors considered include (but are not limited to): natural resource use, carbon emissions, energy efficiency, pollution/waste and sustainability initiatives. Examples of social factors considered include (but are not limited to): human rights, worker rights, adequate living standards, commitment to health and safety, diversity/opportunity policies, privacy/data security and community programs. Examples of governance factors considered include (but are not limited to): rule of law and corruption, policies that support bondholders’ interests, the character of control persons, ethics, board independence, board diversity and management compensation policy. In evaluating an existing or prospective investment, ESG is just one of several factors considered by Stone Harbor, and Stone Harbor may determine that an investment is appropriate notwithstanding its relative ESG characteristics.

Although Stone Harbor’s consideration of ESG factors is intended to aid it in evaluating the financial risks and rewards of a given investment and is not expected to by itself determine an investment decision for a fund, Stone Harbor’s consideration of ESG factors could nevertheless cause a fund to perform differently compared to funds that do not have such considerations or could result in a fund forgoing opportunities to buy or sell investments when it might otherwise be advantageous to do so. There are significant differences in interpretations of what it means for an issuer to have positive ESG factors. Information used to determine an issuer’s ESG characteristics may be provided by third-party sources and typically is based on backward-looking analysis. The subjective nature of ESG criteria means a wide variety of outcomes are possible. Stone Harbor’s ESG analysis is also dependent on issuers disclosing relevant data and the availability of this data can be limited. Stone Harbor attempts to mitigate these limitations through the use of a variety of data sources and Stone Harbor’s own in-house research. ESG determinations may not be conclusive and securities of issuers may be purchased and retained, without limit, by Stone Harbor regardless of potential ESG impact. The impact of ESG considerations on a fund’s performance is not specifically measurable as investment decisions are discretionary regardless of ESG considerations.

LIBOR

The London Interbank Offer Rate (“LIBOR”) historically has been and currently is used extensively in the U.S. and globally as a “benchmark” or “reference rate” for various commercial and financial contracts, including corporate and municipal bonds, bank loans, asset-backed and mortgage- related securities, interest rate swaps and other derivatives. For example, debt instruments in which a fund invests may pay interest at floating rates based on LIBOR or may be subject to interest caps or floors based on LIBOR. A fund’s derivative investments may also reference LIBOR. In addition, issuers of instruments in which a fund invests may obtain financing at floating rates based on LIBOR, and a fund may use leverage or borrowings based on LIBOR. In July 2017, the head of the United Kingdom Financial Conduct Authority (“FCA”) announced the intention to phase out the use of LIBOR by the end of 2021. However, after subsequent announcements by the FCA, the LIBOR administrator and other regulators, certain of the most widely used LIBORs have been extended and are expected to continue until mid-2023. Currently, the U.S. and other countries are working to replace LIBOR with alternative reference rates. The transition effort in the U.S. is being led by the Alternative Reference Rate Committee (ARRC), a diverse group of market participants convened by the Federal Reserve. After much deliberation, ARRC selected the Secured Overnight Financing Rate (“SOFR”) as the preferred LIBOR successor for U.S. dollar markets. SOFR is a volume-weighted median of borrowing rates from the Treasury repurchase agreement market. National working groups in other jurisdictions have similarly identified overnight nearly risk-free rates like SOFR as their

   

44

Virtus Mutual Funds


preferred alternatives to LIBOR. Although the structured transition to the new rates is designed to mitigate the risks of disruption to financial markets, such risks exist. Abandonment of or modifications to LIBOR could lead to significant short- and long-term uncertainty and market instability. The risks associated with this discontinuation and transition may be exacerbated if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner. It remains uncertain the effects such changes will have on the funds, on issuers of instruments in which the funds invest, and on the financial markets generally.

Operational

An investment in a fund, like any mutual fund, can involve operational risks arising from factors such as processing errors, human errors, inadequate or failed internal or external processes, failures in systems and technology, changes in personnel and errors caused by third-party service providers. The occurrence of any of these failures, errors or breaches could result in a loss of information, regulatory scrutiny, reputational damage or other events, any of which could have a material adverse effect on a fund. While the funds seek to minimize such events through controls and oversight, there may still be failures that could cause losses to a fund.

Private Placements

A fund may purchase securities which have been privately issued to qualified institutional investors under special rules adopted by the SEC. While such securities may offer higher yields than comparable publicly traded securities, generally, privately placed securities are illiquid and are subject to resale restrictions. Privately issued securities ordinarily can be sold by a fund only in secondary market transactions to certain qualified investors pursuant to rules established by the SEC or privately negotiated transactions to a limited number of purchasers. Therefore, sales of such securities by a fund may involve significant delays and expense.

The funds may buy other types of securities or employ other portfolio management techniques. Please refer to the SAI for more detailed information about these and other investment techniques of the funds.

   

Virtus Mutual Funds

45


Pricing of Fund Shares

How is the Share Price determined?

The Board of Trustees has adopted valuation policy and approved procedures for determining the value of investments of each Fund. Pursuant to the valuation policy and Rule 2a-5 under the 1940 Act, the Board of Trustees has designated the Adviser as its “valuation designee” for fair value determinations.

Each fund calculates a share price for each class of its shares. The share price (net asset value or “NAV”) for each class is based on the net assets of the fund and the number of outstanding shares of that class. In general, each fund calculates a share price for each class by:

 adding the values of all securities and other assets of the fund;

 subtracting liabilities; and

 dividing the result by the total number of outstanding shares of that class.

Assets: Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or, if no closing price is available, at the last bid price. Shares of other investment companies are valued at such companies’ NAVs. Debt instruments, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. Other assets, such as accrued interest, accrued dividends and cash are also included in determining the fund’s NAV. As required, some securities and assets are valued at fair value as determined by the Adviser.

Liabilities: Accrued liabilities for class-specific expenses (if any), distribution fees, service fees and other liabilities are deducted from the assets of each class. Accrued expenses and liabilities that are not class-specific (such as management fees) are allocated to each class in proportion to each class’s net assets except where an alternative allocation can be more appropriately made.

Net Asset Value (NAV): The liabilities allocated to a class are deducted from the proportionate interest of such class in the assets of the applicable fund. The resulting amount for each class is then divided by the number of shares outstanding of that class to produce each class’s NAV per share.

The NAV per share of each class of each fund is determined as of the close of regular trading (generally 4:00 PM Eastern Time) on days when the New York Stock Exchange (“NYSE”) is open for trading. A fund will not calculate its NAV per share class on days when the NYSE is closed for trading. If a fund (or underlying fund, as applicable) holds securities that are traded on foreign exchanges that trade on weekends or other holidays when the funds do not price their shares, the NAV of the fund’s shares may change on days when shareholders will not be able to purchase or redeem the fund’s shares.

How are securities fair valued?

If market quotations are not readily available or available prices are not reliable, the funds determine a “fair value” for an investment according to policies and procedures approved by the Board of Trustees. The types of assets for which such pricing might be required include: (i) securities whose trading has been suspended; (ii) securities where the trading market is unusually thin or trades have been infrequent; (iii) debt instruments that have recently gone into default and for which there is no current market quotation; (iv) a security whose market price is not available from an independent pricing source and for which otherwise reliable quotes are not available; (v) securities of an issuer that has entered into a restructuring; (vi) a security whose price as provided by any pricing source does not, in the opinion of the adviser/subadviser, reflect the security’s market value; (vii) foreign securities subject to trading collars for which no or limited trading takes place; (viii) securities where the market quotations are not readily available as a result of “significant” events; and (ix) securities whose principal exchange or trading market is closed for an entire business day on which a fund needs to determine its NAV. This list is not inclusive of all situations that may require a security to be fair valued, nor is it intended to be conclusive in determining whether a specific event requires fair valuation.

The value of any portfolio security held by a fund for which market quotations are not readily available shall be determined in good faith and in a manner that assesses the security’s “fair value” on the valuation date (i.e., the amount that the fund might reasonably expect to receive for the security upon its current sale), based on a consideration of all available facts and all available information, including, but not limited to, the following: (i) the fundamental analytical data relating to the investment; (ii) the value of other relevant financial instruments, including derivative securities, traded on other markets or among dealers; (iii) an evaluation of the forces which influence the market in which these securities are purchased and sold (e.g., the existence of merger proposals or tender offers that might affect the value of the security); (iv) the type of the security; (v) the size of the holding; (vi) the initial cost of the security; (vii) trading volumes on markets, exchanges or among broker-dealers; (viii) price quotes from dealers and/or pricing services; (ix) values of baskets of securities traded on other markets, exchanges, or among dealers; (x) changes in interest rates; (xi) information obtained from the issuer, analysts, other financial institutions and/or the appropriate stock exchange (for exchange traded securities); (xii) an analysis of the company’s financial statements; (xiii) government (domestic or foreign) actions or pronouncements; (xiv) recent news about the security or issuer; (xv) whether two or more dealers with whom the adviser/subadviser regularly effects trades are willing to purchase or sell the security at comparable prices; and (xvi) other news events or relevant matters.

Certain non-U.S. securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that non-U.S. markets close (where the security is principally traded) and the time that a fund calculates its NAV at the close of regular trading on the NYSE (generally 4 p.m. Eastern time) that may impact the value of securities traded in these non-U.S. markets. In such cases, the funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes, as well as prices for similar securities. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.

The value of a security, as determined using the fair value process, may not reflect such security’s market value.

At what price are shares purchased and redeemed?

All purchase and redemption orders received by the funds’ authorized agents in good order prior to the close of regular trading on the NYSE (generally 4:00 PM Eastern Time) will be executed based on that day’s NAV; purchase and redemption orders received by the funds’ authorized agent in good order after the close of

   

46

Virtus Mutual Funds


regular trading on the NYSE will be executed based on the next business day’s NAV. Shares credited to your account from the reinvestment of a fund’s distributions will be in full and fractional shares that are purchased at the closing NAV on the next business day on which the fund’s NAV is calculated following the dividend record date.

Purchases and Sales by Virtus Stone Harbor Strategic Income Fund and Virtus Stone Harbor Emerging Markets Debt Allocation Fund

The funds’ Transfer Agent or authorized agent will process the aggregate purchases and redemptions of shares of each of Virtus Stone Harbor Strategic Income Fund and Virtus Stone Harbor Emerging Markets Debt Allocation Fund (each, an “Investing Fund”) on a given business day as an order for the Investing Fund to purchase or redeem shares of underlying funds. Such orders will receive the current day's price if the following conditions are met: (i) the Investing Fund received its purchase/redemption order(s) in good order prior to the close of regular trading on the NYSE on that business day (the “Cut-Off Time”); and (ii) the purchase(s)/redemption(s) by the Investing Fund of shares of the underlying funds is (are) executed pursuant to an allocation pre-determined by the subadviser prior to that day’s Cut-Off Time.

Sales Charges

An investor may be required to pay commissions and/or other forms of compensation to a broker for transactions in any share class, which are not reflected in the disclosure in this section.

What are the classes and how do they differ?

Currently, each fund offers multiple classes of shares. Each class of shares has different sales and distribution charges. (See “Fund Fees and Expenses” in each fund’s “Fund Summary,” previously in this prospectus.) For Class A shares, the funds have adopted a distribution and service plan allowed under Rule 12b-1 of the Investment Company Act of 1940, as amended, that authorize the funds to pay distribution and service fees (“Rule 12b-1 Fees”) for the sale of their shares and for services provided to shareholders.

The Rule 12b-1 Fees for each class of each fund are as follows:

     

Fund

Class A

Class I

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

0.25%

None

Virtus Stone Harbor Emerging Markets Debt Fund

0.25%

None

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

0.25%

None

Virtus Stone Harbor High Yield Bond Fund

0.25%

None

Virtus Stone Harbor Local Markets Fund

0.25%

None

Virtus Stone Harbor Strategic Income Fund

0.25%

None

What arrangement is best for you?

The different classes of shares permit you to choose the method of purchasing shares that is most beneficial to you. In choosing a class of shares, consider the amount of your investment, the length of time you expect to hold the shares, whether you decide to receive distributions in cash or to reinvest them in additional shares, and any other personal circumstances. Depending upon these considerations, the accumulated distribution and service fees and contingent deferred sales charges of one class of shares may be more or less than the initial sales charge and accumulated distribution and service fees of another class of shares bought at the same time. Because distribution and service fees are paid out of a fund’s assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Your financial representative should recommend only those arrangements that are appropriate for you based on known information. In certain instances, you may be entitled to a reduction or waiver of sales charges. For instance, you may be entitled to a sales charge discount on Class A Shares if you purchase more than certain breakpoints.

To determine your eligibility for a sales charge discount on Class A Shares, you may aggregate all of your accounts (including joint accounts, retirement accounts such as individual retirement accounts (“IRAs”), non-IRAs, etc.) and those of your spouse, domestic partner, children and minor grandchildren.

The availability of certain sales charge waivers and discounts may depend on whether you purchase your shares directly from the fund or through a financial intermediary. Different intermediaries may impose different sales charges (including partial reduction in or waivers of sales charges) other than those listed in this section. Such intermediary-specific sales charge variations are described in Appendix A to this prospectus, entitled “Intermediary Sales Charges Discounts and Waivers.” Appendix A is incorporated herein by reference and is legally part of this prospectus.

Your financial representative may request that you provide an account statement or other holdings information to determine your eligibility for a breakpoint and/or waiver and to make certain all involved parties have the necessary data. In all instances, it is the purchaser’s responsibility to notify the fund or the purchaser’s financial representative at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, in order to receive these waivers or discounts shareholders will have to purchase fund shares through another intermediary offering such waivers or discounts or directly from the fund if the fund offers such waivers or discounts.

Additional information about the classes of shares offered, sales charges, breakpoints and discounts follows in this section and also may be found in the SAI in the section entitled “How to Buy Shares.” Intermediary-specific sales charge variations are described in Appendix A to this prospectus, entitled “Intermediary Sales Charges Discounts and Waivers.” This information is available free of charge, and in a clear and prominent format, at the Individual Investors section of virtus.com. Please be sure that you fully understand these choices before investing. If you or your financial representative requires additional assistance, you may also contact Virtus Fund Services by calling toll-free 800-243-1574.

Class A Shares. If you purchase Class A Shares, you will pay a sales charge at the time of purchase equal to 3.75% of the offering price (3.90% of the amount invested). The sales charge may be reduced or waived under certain conditions. (See “Initial Sales Charge Alternative—Class A Shares” below.) Generally, Class A

   

Virtus Mutual Funds

47


Shares are not subject to any charges by the funds when redeemed; however, a contingent deferred sales charge (“CDSC”) in an amount equal to 0.50% may be imposed on certain redemptions of purchases of $1,000,000 or more of Class A Shares within 18 months of a finder’s fee being paid on such shares. Finder’s fees are paid only on eligible purchases of at least $1 million and will not be paid on purchases for which the financial intermediary involved does not provide the information necessary for the fund’s Transfer Agent to identify the purchase as eligible. To determine whether the required information was provided and/or a finder’s fee was paid on your investment, contact your financial intermediary or call the Transfer Agent toll-free at 1-800-243-1574. No front-end sales load is applied to purchases of $1,000,000 or more. The 18-month period begins on the last day of the month preceding the month in which the purchase was made, and shares not subject to a finder’s fee will be deemed to be redeemed first in order to minimize the instances in which the CDSC will be charged. If you transact in Class A Shares through a financial intermediary, your financial intermediary may charge you a fee outside of the fund, such as brokerage commission or an investment advisory fee. You should consult your financial intermediary regarding the different share classes available to you, how their fees and expenses differ, and whether the fees charged by your financial intermediary differ depending upon which share class you choose.

Class I Shares. Class I Shares are offered primarily to clients of financial intermediaries that (i) charge such clients an ongoing fee for advisory, investment, consulting, or similar services; or (ii) have entered into an agreement with the funds’ distributor to offer Class I Shares through a no-load network or platform. Such clients may include pension and profit sharing plans, other employee benefit trusts, endowments, foundations and corporations. Class I Shares are also offered to private and institutional clients of, or referred by, the adviser, a subadviser or their affiliates, and to Trustees of the funds and trustees/directors of affiliated open- and closed-end funds, and directors, officers and employees of Virtus and its affiliates. If you are eligible to purchase and do purchase Class I Shares, you will pay no sales charge at any time. There are no distribution and service fees applicable to Class I Shares. If you transact in Class I Shares through a financial intermediary, your financial intermediary may charge you a fee outside of the fund, such as brokerage commission or an investment advisory fee. You should consult your financial intermediary regarding the different share classes available to you, how their fees and expenses differ, and whether the fees charged by your financial intermediary differ depending upon which share class you choose.

Initial Sales Charge Alternative—Class A Shares. The public offering price of Class A Shares is the NAV plus a sales charge that varies depending on the size of your purchase. (See “Class A Shares—Reduced Initial Sales Charges” in the SAI.) Shares purchased based on the automatic reinvestment of income dividends or capital gain distributions are not subject to any sales charges. The sales charge is divided between your investment dealer and the fund’s underwriter, VP Distributors, LLC (“VP Distributors” or the “Distributor”).

Sales Charge you may pay to purchase Class A Shares

All Funds

The table below indicates the front-end sales charge as a percentage of both the offering price and the net amount invested. The term “offering price” includes the front-end sales charge. Because of rounding in the calculation of the “offering price”, the actual sales charge you pay may be more or less than that calculated using the percentages shown below.

     
 

Sales Charge as a percentage of

Amount of Transaction at Offering Price

Offering Price

Net Amount Invested

Under $50,000

3.75%

3.90%

$50,000 but under $100,000

3.50

3.63

$100,000 but under $250,000

3.25

3.36

$250,000 but under $500,000

2.25

2.30

$500,000 but under $1,000,000

1.75

1.78

$1,000,000 or more

None

None

Class A Sales Charge Reductions and Waivers

Investors may qualify for reduced or no initial (front-end) sales charges, as shown in the table above, through utilization of Combination Purchase Privilege, Letter of Intent, Right of Accumulation, Gifting of Shares, Purchase by Associations or the Account Reinstatement Privilege. These programs are summarized below and are described in greater detail in the SAI. These reductions and waivers do not apply to any CDSC that may be applied to certain Class A Share redemptions.

Combination Purchase Privilege. Your purchase of any class of shares of these funds or any other Virtus Mutual Fund, (other than Class A Shares of Virtus Seix U.S. Government Securities Ultra-Short Bond Fund or Virtus Seix Ultra-Short Bond Fund (the “Ultra-Short Bond Funds”)) if made at the same time by the same person, will be added together with any existing Virtus Mutual Fund account values to determine whether the combined sum entitles you to an immediate reduction in sales charges. A “person” is defined in this and the following sections as either: (a) any individual, his or her spouse or domestic partner, children and minor grandchildren purchasing shares for his, her or their own account (including an IRA account) including his, her or their own sole proprietorship or trust where any of the above is a named beneficiary; (b) a trustee or other fiduciary purchasing for a single trust, estate or single fiduciary account (even though more than one beneficiary may exist); (c) multiple accounts (up to 200) under a qualified employee benefit plan or administered by a third party administrator; or (d) trust companies, bank trust departments, registered investment advisers, and similar entities placing orders or providing administrative services with respect to accounts over which they exercise discretionary investment authority and which are held in a fiduciary, agency, custodial or similar capacity, provided all shares are held of record in the name, or nominee name, of the entity placing the order.

Letter of Intent. If you sign a Letter of Intent, your purchase of any class of shares of these funds or any other Virtus Mutual Fund, (other than Class A Shares of the Ultra-Short Bond Funds) if made by the same person within a 13-month period, will be added together to determine whether you are entitled to an immediate reduction in sales charges. Sales charges are reduced based on the overall amount you indicate that you will buy under the Letter of Intent. The Letter of Intent is a mutually non-binding arrangement between you and Virtus Mutual Funds. Shares worth 5% of the Letter of Intent amount will be held in escrow (while remaining registered in your name) to secure payment of the higher sales charges applicable to the shares actually purchased in the event the full intended amount is not purchased.

   

48

Virtus Mutual Funds


Right of Accumulation. The value of your account(s) in any class of shares of these funds or any other Virtus Mutual Fund, (other than Class A Shares of the Ultra-Short Bond Funds) if made over time by the same person, may be added together at the time of each purchase to determine whether the combined sum entitles you to a prospective reduction in sales charges. You must provide certain account information to Virtus Mutual Funds or their agents at the time of purchase to exercise this right.

Gifting of Shares. If you make a gift of shares of a Virtus Mutual Fund, upon your request you may combine purchases, if made at the same time, of any class of shares of these funds or any other Virtus Mutual Fund at the sales charge discount allowed for the combined purchase. The receiver of the gift may also be entitled to a prospective reduction in sales charges in accordance with the funds’ right of accumulation or other provisions. You or the receiver of the gift must provide certain account information to Virtus Mutual Funds or their agents at the time of purchase to exercise this right.

Purchase by Associations. Certain groups or associations may be treated as a “person” and qualify for reduced Class A Share sales charges. The group or association must: (1) have been in existence for at least six months; (2) have a legitimate purpose other than to purchase mutual fund shares at a reduced sales charge; (3) work through an investment dealer; and (4) not be a group whose sole reason for existing is to consist of members who are credit card holders of a particular company, policyholders of an insurance company, customers of a bank or a broker-dealer or clients of an investment adviser.

Account Reinstatement Privilege. Subject to the funds’ policies and procedures regarding market timing, for 180 days after you sell your Class A Shares on which you previously paid a sales charge, you may purchase Class A Shares of any Virtus Mutual Fund at NAV, with no sales charge, by reinvesting all or part of your proceeds, but not more.

Sales at Net Asset Value. In addition to the programs summarized above, the funds may sell their Class A Shares at NAV without an initial sales charge to certain types of accounts or account holders, as described below.

If you fall within any one of the following categories, you will not have to pay a sales charge on your purchase of Class A Shares, provided that such purchase is made upon the written assurance of the purchaser that the purchase is made for investment purposes and that the shares so acquired will not be resold except to the Fund:

(1) Trustee, director or officer of any Virtus Mutual Fund, or any other mutual fund advised, subadvised or distributed by the Adviser, Distributor or any of their corporate affiliates;

(2) Any director or officer, or any full-time employee or sales representative (for at least 90 days), of the applicable Fund’s Adviser, subadviser or Distributor;

(3) Any private client of an Adviser or subadviser to any Virtus Mutual Fund;

(4) Registered representatives and employees of securities dealers with whom the Distributor has sales agreements;

(5) Any qualified retirement plan exclusively for persons described above;

(6) Any officer, director or employee of a corporate affiliate of the Adviser, a subadviser or the Distributor;

(7) Any spouse or domestic partner, child, parent, grandparent, brother or sister of any person named in (1), (2), (4) or (6) above;

(8) Employee benefit plans for employees of the Adviser, Distributor and/or their corporate affiliates;

(9) Any employee or agent who retires from the Distributor and/or their corporate affiliates or from Phoenix Life Insurance Company (“PNX”), as long as, with respect to PNX employees or agents, such individual was employed by PNX prior to December 31, 2008;

(10) Any Virtus direct account held in the name of a qualified employee benefit plan, endowment fund or foundation if, on the date of the initial investment, the plan, fund or foundation has assets of $10,000,000 or more or at least 100 eligible employees;

(11) Any person with a direct rollover transfer of shares from an established Virtus Mutual Fund or Virtus qualified plan;

(12) Any state, county, city, department, authority or similar agency prohibited by law from paying a sales charge;

(13) Any unallocated account held by a third party administrator, registered investment adviser, trust company, or bank trust department which exercises discretionary authority and holds the account in a fiduciary, agency, custodial or similar capacity, if in the aggregate such accounts held by such entity equal or exceed $1,000,000;

(14) Any deferred compensation plan established for the benefit of any trustee or director of Virtus, any Virtus Mutual Fund, or any open-or closed-end fund advised, subadvised or distributed by the Adviser, the Distributor or any of their corporate affiliates.

If you fall within any one of the following categories, you also will not have to pay a sales charge on your purchase of Class A Shares:

(15) Individuals purchasing through an account with an unaffiliated brokerage firm having an agreement with the Distributor to waive sales charges for its clients (see Appendix A to this prospectus for a description of broker-dealers offering various sales load waivers);

(16) Purchasers of Class A Shares bought through investment advisers and financial planners who charge an advisory, consulting or other fee for their services and buy shares for their own accounts or the accounts of their clients;

(17) Retirement plans and deferred compensation plans and trusts used to fund those plans (including, for example, certain plans qualified or created under Sections 401(a), 403(b) or 457 of the Internal Revenue Code (the “Code”)), and “rabbi trusts” that buy shares for their own

   

Virtus Mutual Funds

49


accounts, in each case if those purchases are made through a broker or agent or other financial intermediary that has made special arrangements with the Distributor for such purchases; or

(18) Clients of investment advisors or financial planners who buy shares for their own accounts but only if their accounts are linked to a master account of their investment advisor or financial planner on the books and records of the broker, agent or financial intermediary with which the Distributor has made such special arrangements. (See Appendix A to this prospectus for a description of broker-dealers offering various sales load waivers.) Each of the investors described in (15) through (18) may be charged a fee by the broker, agent or financial intermediary for purchasing shares.

CDSC you may pay on Class A Shares

Investors buying Class A Shares on which a finder’s fee has been paid may incur a CDSC in an amount equal to 0.50% if they redeem their shares within 18 months of a finder’s fee being paid. The 18-month period, as applicable, begins on the last day of the month preceding the month in which the purchase was made, and shares not subject to a finder’s fee will be deemed to be redeemed first. The CDSC will be multiplied by the then current market value or the initial cost of the shares being redeemed, whichever is less.

Compensation to Dealers

Class A Shares and Class I Shares

Dealers with whom the Distributor has entered into sales agreements receive a discount or commission on Class A Shares as described below.

All Funds

       

Amount of Transaction at Offering Price

Sales Charge as a Percentage of Offering Price

Sales Charge as a Percentage of Amount Invested

Dealer Discount as a Percentage of Offering Price

Under $50,000

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

Dealers and other entities that enter into special arrangements with the Distributor or the funds’ transfer agent, Virtus Fund Services, LLC (the “Transfer Agent”), may receive compensation for the sale and promotion of shares of these funds. Such fees are in addition to the sales commissions referenced above and may be based upon the amount of sales of fund shares by a dealer; the provision of assistance in marketing of fund shares; access to sales personnel and information dissemination services; and other criteria as established by the Distributor. Depending on the nature of the services, these fees may be paid either from the funds through distribution fees, service fees or, in some cases, the Distributor may pay certain fees from its own profits and resources.

Dealers and other entities that enter into special arrangements with the Distributor or the Transfer Agent may receive compensation from or on behalf of the funds for providing certain recordkeeping and related services to the funds or their shareholders. These fees may also be referred to as shareholder accounting fees, administrative services fees, sub-transfer agent fees or networking fees. They are not for the sale, promotion or marketing of fund shares.

From its own profits and resources, the Distributor may, from time to time, make payments to qualified wholesalers, registered financial institutions and third party marketers for marketing support services and/or retention of assets. These payments are sometimes referred to as “revenue sharing.” Among others, the Distributor has agreed to make such payments for marketing support services to AXA Advisors, LLC. The Distributor may pay broker-dealers a finder’s fee in an amount equal to 0.50% of eligible Class A Share purchases from $1,000,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. Purchases of Class A Shares by an account in the name of a qualified employee benefit plan are eligible for a finder’s fee only if such plan has at least 100 eligible employees. A 0.50% CDSC may be imposed on certain redemptions of such Class A investments. The CDSC may be imposed on redemptions within 18 months of a finder’s fee being paid. For purposes of determining the applicability of the CDSC, the 18-month period begins on the last day of the month preceding the month in which the purchase was made. The Distributor will also pay broker-dealers a service fee of 0.25% beginning in the thirteenth month following purchase of Class A Shares on which a finder’s fee has been paid. Dealers must have an aggregate value of $50,000 or more per fund CUSIP to qualify for payment. VP Distributors reserves the right to discontinue or alter such fee payment plans at any time.

From its own resources or pursuant to the distribution and shareholder servicing plans, and subject to the dealers’ prior approval, the Distributor may provide additional compensation to registered representatives of dealers in the form of travel expenses, meals, and lodging associated with training and educational meetings sponsored by the Distributor. The Distributor may also provide gifts amounting in value to less than $100, and occasional meals or entertainment, to registered representatives of dealers. Any such travel expenses, meals, lodging, gifts or entertainment paid will not be preconditioned upon the registered representatives’ or dealers’ achievement of a sales target. The Distributor may, from time to time, reallow the entire portion of the sales charge on Class A Shares which it normally retains to individual selling dealers. However, such additional reallowance generally will be made only when the selling dealer commits to substantial marketing support such as internal wholesaling through dedicated personnel, internal communications and mass mailings.

The Distributor has also agreed to pay fees to certain distributors for preferred marketing opportunities. These arrangements may be viewed as creating a conflict of interest between these distributors and investors. Investors should make due inquiry of their selling agents to ensure that they are receiving the requisite point of sale disclosures and appropriate recommendations free of any influence by reason of these arrangements.

The categories of payments the Distributor and/or the Transfer Agent may make to other parties are not mutually exclusive, and such parties may receive payments under more than one or all categories. These payments could be significant to a party receiving them, creating a conflict of interest for such party in

   

50

Virtus Mutual Funds


making investment recommendations to investors. Investors should make due inquiry of any party recommending the funds for purchase to ensure that such investors are receiving the requisite point of sale disclosures and appropriate recommendations free of any influence by reason of these arrangements.

A document containing information about sales charges, including breakpoint (volume) discounts, is available free of charge on the Internet at virtus.com. In the Our Products section, go to the “Mutual Funds” tab and click on the link for Breakpoint (Volume) Discounts.

Your Account

Opening an Account

Class A Shares and Class I Shares Only

Your financial professional can assist you with your initial purchase as well as all phases of your investment program. If you are opening an account by yourself, please follow the instructions outlined below.

The funds have established the following preferred methods of payment for fund shares:

 Checks drawn on an account in the name of the investor and made payable to Virtus Mutual Funds;

 Checks drawn on an account in the name of the investor’s company or employer and made payable to Virtus Mutual Funds; or

 Wire transfers or Automated Clearing House (“ACH”) transfers from an account in the name of the investor, or the investor’s company or employer.

Payment in other forms may be accepted at the discretion of the funds; however, the funds generally do not accept such other forms of payment as cash equivalents (such as traveler’s checks, cashier’s checks, money orders or bank drafts), starter checks, credit card convenience checks, or certain third party checks. Please specify the name(s) of the fund or funds in which you would like to invest on the check or transfer instructions.

To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions to obtain, verify and record information that identifies each person who opens an account. Accordingly, when you open an account, we will ask for your name, address, date of birth and other information that will allow us to identify you. We may check the information you provide against publicly available databases, information obtained from consumer reporting agencies, other financial institutions or other sources. If, after reasonable effort, we cannot verify your identity, we reserve the right to close the account and redeem the shares at the NAV next calculated after the decision is made by us to close the account.

Step 1

Your first choice will be the initial amount you intend to invest in each fund.

Minimum initial investments applicable to Class A Shares:

 $100 for individual retirement accounts (“IRAs”), accounts that use the systematic exchange privilege, or accounts that use the Systematic Purchase program. (See Investor Services and Other Information for additional details.)

 There is no initial dollar requirement for defined contribution plans, asset-based fee programs, profit-sharing plans, or employee benefit plans. There is also no minimum for reinvesting dividends and capital gains into another account.

 $2,500 for all other accounts.

Minimum additional investments applicable to Class A Shares:

 $100 for any account.

 There is no minimum additional investment requirement for defined contribution plans, asset-based fee programs, profit-sharing plans, or employee benefit plans. There is also no minimum additional investment requirement for reinvesting dividends and capital gains into another account.

Minimum initial investments applicable to Class I Shares:

 $100,000 for any account for qualified investors. (Call Virtus Fund Services at 800-243-1574 for additional details.)

There is no minimum additional investment requirement applicable to Class I Shares.

Step 2

Your second choice will be what class of shares to buy. Each share class has different sales and distribution charges. Because all future investments in your account will be made in the share class you choose when you open your account, you should make your decision carefully. Your financial professional can help you pick the share class that makes the most sense for your situation.

Step 3

Your next choice will be how you want to receive any dividends and capital gain distributions. Your options are:

 Receive both dividends and capital gain distributions in additional shares;

 Receive dividends in additional shares and capital gain distributions in cash;

 Receive dividends in cash and capital gain distributions in additional shares; or

   

Virtus Mutual Funds

51


 Receive both dividends and capital gain distributions in cash. No interest will be paid on uncashed distribution checks.

All Share Classes

The funds reserve the right to refuse any purchase order for any reason. The fund will notify the investor of any such rejection in accordance with industry and regulatory standards, which is generally within three business days. The funds further reserve the right to close an account (or to take such other steps as the funds or their agents deem reasonable) for any lawful reason, including but not limited to the suspicion of fraud or other illegal activity in connection with the account.

Listing a Trusted Contact

For shareholders who have a mutual fund account directly with Virtus, you have the option of adding a Trusted Contact to our records. The Trusted Contact is someone you authorize us to contact to address any concerns about fraudulent activity or financial exploitation; to inquire about your status as an active shareholder; and/or to disclose account activity or account details if necessary for protecting your account assets.

The Trusted Contact is not permitted to execute transactions or make changes to your account. Other than the shareholder, only the named financial professional of record on the account, or a Power of Attorney/guardian/ conservator who is named on the account or has submitted instructions, signed in capacity with a Medallion Guarantee, are permitted to execute transactions or make account changes. Your Trusted Contact must be at least 18 years of age, and should not be your financial professional of record or an individual who is already named on the account.

How to Buy Shares

Class A Shares and Class I Shares Only

   
 

To Open An Account

Through a financial professional

Contact your financial professional. Some financial professionals may charge a fee and may set different minimum investments or limitations on buying shares.

Through the mail

Complete a new account application and send it with a check payable to the fund. Mail them to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.

Through express delivery

Complete a new account application and send it with a check payable to the fund. Send them to: Virtus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722.

By Federal Funds wire

Call us at 800-243-1574 (press 1, then 0).

By Systematic Purchase

Complete the appropriate section on the application and send it with your initial investment payable to the fund. Mail them to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.

By telephone exchange

Call us at 800-243-1574 (press 1, then 0).

All Share Classes

The price at which a purchase is effected is based on the NAV next determined after receipt of a purchase order in good order by the funds’ Transfer Agent or an authorized agent. A purchase order is generally in “good order” if an acceptable form of payment accompanies the purchase order and the order includes the appropriate application(s) and/or other form(s) and any supporting legal documentation required by the funds’ Transfer Agent or an authorized agent, each in legible form. However, the funds, their Transfer Agent or other authorized agent may consider a request to be not in good order even after receiving all required information if any of them suspects that the request is fraudulent or otherwise not valid.

Each fund reserves the right to refuse any order that may disrupt the efficient management of that fund.

How to Sell Shares

Class A Shares and Class I Shares Only

   
 

To Sell Shares

Through a financial professional

Contact your financial professional. Some financial professionals may charge a fee and may set different minimums on redemptions of accounts.

Through the mail

Send a letter of instruction to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074. Be sure to include the registered owner’s name, fund and account number and number of shares or dollar value you wish to sell.

Through express delivery

Send a letter of instruction to: Virtus Mutual Funds, 4400 Computer Drive, Westborough, MA 01581-1722. Be sure to include the registered owner’s name, fund and account number and number of shares or dollar value you wish to sell.

By telephone

For sales up to $50,000, requests can be made by calling 800-243-1574.

By telephone exchange

Call us at 800-243-1574 (press 1, then 0).

All Share Classes

You have the right to have the funds buy back shares at the NAV next determined after receipt of a redemption request in good order by the funds’ Transfer Agent or an authorized agent. In the case of certain Class A Share redemptions, you will be subject to the applicable contingent deferred sales charge, if any, for such shares. Subject to certain restrictions, shares may be redeemed by telephone or in writing. In addition, shares may be sold through securities dealers, brokers or agents who may charge customary commissions or fees for their services. The funds do not charge any redemption fees.

Regardless of the method used by the funds for payment (e.g., check, wire or electronic transfer (ACH)), payment for shares redeemed will normally be sent one business day after the request is received in good order by the transfer agent, or one business day after the trade has settled for trades submitted through the NSCC, but will in any case be made within seven days after tender. The funds expect to meet redemption requests, both under normal circumstances and during

   

52

Virtus Mutual Funds


periods of stressed market conditions, by using cash, by selling portfolio assets to generate cash, or by borrowing funds under a line of credit, subject to availability of capacity in such line of credit, or participating in an interfund lending program in reliance on exemptive relief from the SEC. The right to redeem shares may be suspended and payment postponed during periods when the NYSE is closed, other than customary weekend and holiday closings, or if permitted by rules of the SEC, during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for a fund to dispose of its securities or to determine fairly the value of its net assets or during any other period permitted by order of the SEC for the protection of investors. Furthermore, the shareholder will not be entitled to and the Transfer Agent will not mail redemption proceeds until checks received for shares purchased have cleared, which may take up to 15 days. (This delay will not apply if shares were purchased via wire delivery.)

If you are 65 years of age or older, or if we have reason to believe you have a mental or physical impairment that restricts you from protecting your own financial interests, we may temporarily delay the release of redemption proceeds from your account if we reasonably believe that you have been the victim of actual or attempted financial exploitation.

Notice of this temporary delay will be provided to you, and the delay will be for no more than 15 business days while we conduct a review of the suspected financial exploitation. Contacting your Trusted Contact, if you have selected one, may be part of the review. (See “Listing a Trusted Contact” in the section, “Your Account”.)

We may delay an additional 10 business days if we reasonably believe that actual or attempted financial exploitation has occurred or will occur. At the expiration of the delay, if we have not concluded that such exploitation has occurred, the proceeds will be released to you.

Things You Should Know When Selling Shares

You may realize a taxable gain or loss (for federal income tax purposes) if you redeem or exchange shares of the funds.

Class A Shares and Class I Shares

Redemption requests will not be honored until all required documents, in proper form, have been received. Additional documentation will be required for redemptions by organizations, fiduciaries, or retirement plans, or if a redemption is requested by anyone but the shareholder(s) of record. Even after all required documents have been received, a redemption request may not be considered in good order by the funds, their Transfer Agent or other authorized agents if any of them suspects that the request is fraudulent or otherwise not valid. To avoid delay in redemption or transfer, shareholders having questions about specific requirements should contact the funds’ Transfer Agent at 800-243-1574.

Transfers between broker-dealer “street” accounts are governed by the accepting broker-dealer. Questions regarding this type of transfer should be directed to your financial professional.

As stated in the applicable account applications, accounts associated with certain types of retirement plans and individual retirement accounts may incur fees payable to the Transfer Agent in the event of redeeming an account in full. Shareholders with questions about this should contact the funds’ Transfer Agent at 800-243-1574.

Redemptions by Mail

If you are selling shares held individually, jointly, or as custodian under the Uniform Gifts to Minors Act or Uniform Transfers to Minors Act:

Send a clear letter of instruction if both of these apply:

 The proceeds do not exceed $50,000.

 The proceeds are payable to the registered owner at the address on record.

Send a clear letter of instructions with a signature guarantee when any of these apply:

 You are selling more than $50,000 worth of shares.

 The name or address on the account has changed within the last 30 days.

 You want the proceeds to go to a different name or address than on the account.

If you are selling shares held in a corporate or fiduciary account, please contact the funds’ Transfer Agent at 800-243-1574.

The signature guarantee, if required, must be a STAMP 2000 Medallion guarantee made by an eligible guarantor institution as defined by the funds’ Transfer Agent in accordance with its signature guarantee procedures. Guarantees using previous technology medallions will not be accepted. As of the date of this prospectus, the Transfer Agent’s signature guarantee procedures generally permit guarantees by banks, broker-dealers, credit unions, national securities exchanges, registered securities associations, clearing agencies and savings associations. In addition to the situations described above, the funds and/or the Transfer Agent reserve the right to require a signature guarantee in other instances based on the circumstances relative to the particular situation. The funds and/or the Transfer Agent also reserve the right to waive any signature guarantee requirement in their sole discretion.

Selling Shares by Telephone

The Transfer Agent will use reasonable procedures to confirm that telephone instructions are genuine. Address and bank account information are verified, redemption instructions are taped, and all redemptions are confirmed in writing.

   

Virtus Mutual Funds

53


The individual investor bears the risk from instructions given by an unauthorized third party that the Transfer Agent reasonably believed to be genuine. The funds, their Transfer Agent and their other authorized agents will not be liable for any loss, liability, cost or expense resulting from acting upon telephone instructions that are reasonably believed to be genuine.

The Transfer Agent may modify or terminate the telephone redemption privilege at any time with 60 days’ notice to shareholders, except for instances of disruptive trading or market timing; in such cases, the telephone redemption privilege may be suspended immediately, followed by written notice. (See “Disruptive Trading and Market Timing” in this prospectus.)

During times of drastic economic or market changes, telephone redemptions may be difficult to make or temporarily suspended; however, shareholders would be able to make redemptions through other methods described above.

All Share Classes

Payment of Redemptions In Kind

Each fund reserves the right to pay large redemptions “in kind” (i.e., in securities owned by the fund) rather than in cash. Large redemptions are those that exceed $250,000 or 1% of the fund’s net assets, whichever is less, over any 90-day period. Additional documentation will be required for redemptions by organizations, fiduciaries, or retirement plans, or if a redemption is requested by anyone but the shareholder(s) of record. Investors who are paid redemption proceeds in kind generally will receive a pro rata share of the fund’s portfolio, which may include illiquid securities. Any securities received remain at market risk until sold. Brokerage commissions and capital gains may be incurred when converting securities received into cash. On any illiquid securities received, the investor will bear the risk of not being able to sell the securities at all.

Account Policies

Account Reinstatement Privilege

Subject to the fund’s policies and procedures regarding market timing, for 180 days after you sell your Class A Shares on which you previously paid a sales charge, you may purchase Class A Shares of any Virtus Mutual Fund at NAV, with no sales charge, by reinvesting all or part of your proceeds, but not more. Send your written request to Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074. You can call Virtus Mutual Funds at 800-243-1574 for more information.

Please remember, a redemption and reinvestment are considered to be a sale and purchase for tax-reporting purposes.

Annual Fee on Small Accounts

To help offset the costs associated with maintaining small accounts, the funds reserve the right to assess an annual $25 small account fee on fund accounts with a balance below $2,500. The small account fee may be waived in certain circumstances, such as for accounts that have elected electronic delivery of statements/regulatory documents and accounts owned by shareholders having multiple accounts with a combined value of over $25,000. The small account fee does not apply to accounts held through a financial intermediary.

The small account fee will be collected through the automatic sale of shares in your account. We will send you written notice before we charge the $25 fee so that you may increase your account balance above the minimum, sign up for electronic delivery, consolidate your accounts or liquidate your account. You may take these actions at any time by contacting your investment professional or the Transfer Agent.

Redemption of Small Accounts

Due to the high cost of maintaining small accounts, if your redemption activity causes your account balance to fall below $200, you may receive a notice requesting you to bring the balance up to $200 within 60 days. If you do not, the shares in the account will be sold at NAV, and a check will be mailed to the address of record. Any applicable sales charges will be deducted.

Distributions of Small Amounts

Distributions in amounts less than $10 will automatically be reinvested in additional shares of the fund.

Uncashed Checks

If any correspondence sent by a fund is returned by the postal or other delivery service as “undeliverable,” your dividends or any other distribution may be automatically reinvested in the fund.

If your distribution check is not cashed within six months, the distribution may be reinvested in the fund at the current NAV. You will not receive any interest on uncashed distribution or redemption checks. This provision may not apply to certain retirement or qualified accounts.

Inactive Accounts

As required by the laws of certain states, if no activity occurs in an account within the time period specified by your state law, the funds or their agents may be required to transfer the assets to your state under the state’s abandoned property law.

Exchange Privileges

You should read the prospectus of the Virtus Mutual Fund(s) into which you want to make an exchange before deciding to make an exchange. You can obtain a prospectus from your financial professional; by calling 800-243-4361; or on the Internet at virtus.com.

 You generally may exchange shares of one fund for the same class of shares of another Virtus Mutual Fund (e.g., Class A Shares for Class A Shares). Exchange privileges may not be available for all Virtus Mutual Funds and may be rejected or suspended.

 Exchanges may be made by telephone (800-243-1574) or by mail (Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074).

   

54

Virtus Mutual Funds


 The amount of the exchange must be equal to or greater than the minimum initial investment required, unless the minimum has been waived (as described in the SAI).

 The exchange of shares of one fund for shares of a different fund is treated as a sale of the original fund’s shares and any gain on the transaction may be subject to federal income tax.

 Financial intermediaries are permitted to initiate exchanges from one class of a fund into another class of the same fund if, among other things, the financial intermediary agrees to follow procedures established by the fund, the Distributor or the Transfer Agent, which generally will require that (i) the exchanges be carried out within accounts that are maintained and controlled by the intermediary and meet investor eligibility requirements, if applicable, for the share class or account type, and (ii) no contingent deferred sales charges are outstanding, or the applicable intermediary agrees to cause any outstanding contingent deferred sales charges to be paid in a manner agreed to by the fund, the Distributor or the Transfer Agent. The fund’s ability to make this type of exchange may be limited by operational or other limitations, requiring the fund or its agent to process the transaction as a liquidation and purchase, at the same closing NAV. The financial intermediary will be ultimately responsible for reporting the transaction in accordance with their instruction.

Shareholders owning shares of a fund through accounts established directly with the Transfer Agent (i.e., not established with a financial intermediary who deals with the Transfer Agent exclusively on the investor’s behalf) may be permitted to exchange shares of one class of the fund into another class of the same fund, if they meet the investor eligibility requirements associated with the class into which they wish to exchange, at the discretion of the fund or the Transfer Agent. A shareholder’s ability to make this type of exchange may be limited by operational or other limitations of his or her financial intermediary or the fund.

Under the Code, generally if a shareholder exchanges shares from one class of a fund into another class of the same fund, the transaction should not be subject to U.S. federal income taxes; however, each shareholder should consult both the relevant financial intermediary (if applicable) and the shareholder’s tax advisor regarding the treatment of any specific exchange carried out under the terms of this subsection.

Disruptive Trading and Market Timing

These funds are not appropriate for market timers, and market timers are discouraged from becoming investors. Your ability to make exchanges among Virtus Mutual Funds is subject to modification if we determine, in our sole opinion, that your exercise of the exchange privilege may disadvantage or potentially harm the rights or interests of other shareholders.

Frequent purchases, redemptions and exchanges, programmed exchanges, exchanges into and then out of a fund in a short period of time, and exchanges of large amounts at one time may be indicative of market timing and otherwise disruptive trading (“Disruptive Trading”) which can have risks and harmful effects for other shareholders. These risks and harmful effects include:

 dilution of the interests of long-term investors, if market timers or others exchange into a fund at prices that are below the true value or exchange out of a fund at prices that are higher than the true value;

 an adverse effect on portfolio management, as determined by the adviser or subadviser in its sole discretion, such as causing a fund to maintain a higher level of cash than would otherwise be the case, or causing a fund to liquidate investments prematurely; and

 reducing returns to long-term shareholders through increased brokerage and administrative expenses.

Additionally, the nature of the portfolio holdings of certain funds (or the underlying funds as applicable), may expose those funds to investors who engage in the type of market timing trading that seeks to take advantage of possible delays between the change in the value of a mutual fund’s portfolio holdings and the reflection of the change in the NAV of the fund’s shares, sometimes referred to as “time-zone arbitrage.” Arbitrage market timers seek to exploit possible delays between the change in the value of a mutual fund’s portfolio holdings and the NAV of the fund’s shares in funds that hold significant investments in foreign securities because certain foreign markets close several hours ahead of the U.S. markets. If an arbitrageur is successful, the value of the fund’s shares may be diluted if redeeming shareholders receive proceeds (and buying shareholders receive shares) based upon NAVs which do not reflect appropriate fair value prices.

In order to attempt to protect our shareholders from the potential harmful effects of Disruptive Trading, the funds’ Board of Trustees has adopted a policy to safeguard against market timing designed to discourage Disruptive Trading. The Board of Trustees has adopted this policy as a preventive measure to protect all shareholders from the potential effects of Disruptive Trading, while also abiding by any rights that shareholders may have to make exchanges and provide reasonable and convenient methods of making exchanges that do not have the potential to harm other shareholders.

Excessive trading activity is measured by the number of roundtrip transactions in an account. A roundtrip transaction is one where a shareholder buys and then sells, or sells and then buys, shares of any fund within 30 days. Shareholders of the funds are limited to one roundtrip transaction within any rolling 30-day period. Roundtrip transactions are counted at the shareholder level. In considering a shareholder’s trading activity, the funds may consider, among other factors, the shareholder’s trading history both directly and, if known, through financial intermediaries, in the funds, in other funds within the Virtus Mutual Fund complex, in non-Virtus funds or in accounts under common control or ownership. We do not include exchanges made pursuant to the dollar cost averaging or other similar programs when applying our market timing policies. Systematic withdrawal and/or contribution programs, mandatory retirement distributions, and transactions initiated by a plan sponsor also will not count towards the roundtrip limits. The funds may permit exchanges that the funds’ transfer agent believes, in the exercise of its judgment, are not disruptive. The size of the fund and the size of the requested transaction may be considered when determining whether or not the transaction would be disruptive.

Shareholders holding shares for at least 30 days following investment will ordinarily be in compliance with the funds’ policy regarding excessive trading activity. The funds may, however, take action if activity is deemed disruptive even if shares are held longer than 30 days, such as a request for a transaction of an unusually large size. The size of the fund and the size of the requested transaction may be considered when determining whether or not the transaction would be disruptive.

Under the funds’ market timing policy, we may modify your exchange privileges for some or all of the funds by not accepting an exchange request from you or from any person, asset allocation service, and/or market timing service made on your behalf. We may also limit the amount that may be exchanged into or out of any

   

Virtus Mutual Funds

55


fund at any one time, or may revoke your right to make Internet, telephone or facsimile exchanges. We may reinstate Internet, telephone and facsimile exchange privileges after they are revoked, but we will not reinstate these privileges if we have reason to believe that they might be used thereafter for Disruptive Trading.

The funds currently do not charge exchange or redemption fees, or any other administrative charges on fund exchanges. The funds reserve the right to impose such fees and/or charges in the future.

Orders for the purchase of fund shares are subject to acceptance by the relevant fund. We reserve the right to reject, without prior notice, any exchange request into any fund if the purchase of shares in the corresponding fund is not accepted for any reason.

The funds do not have any arrangements with any person, organization or entity to permit frequent purchases and redemptions of fund shares.

We may, without prior notice, take whatever action we deem appropriate to comply with or take advantage of any state or federal regulatory requirement. The funds reserve the right to reject any purchase or exchange transaction at any time. If we reject a purchase or exchange for any reason, we will notify you of our decision in writing.

The funds cannot guarantee that their policies and procedures regarding market timing will be effective in detecting and deterring all Disruptive Trading.

Retirement Plans

Shares of the funds may be used as investments under the following retirement plans: traditional IRA, rollover IRA, SEP-IRA, SIMPLE IRA, Roth IRA, 401(k) plans, profit-sharing, money purchase plans, and certain 403(b) plans. For more information, call 800-243-4361.

Cost Basis Reporting

When you redeem fund shares, a fund or, if you purchase your shares through a financial intermediary, your financial intermediary, generally is required to report to you and the IRS on an IRS Form 1099-B or other applicable form, cost-basis information with respect to those shares, as well as information about whether any gain or loss on your redemption is short- or long-term and whether any loss is disallowed under the “wash sale” rules. This reporting requirement is effective for fund shares acquired by you (including through dividend reinvestment) on or after January 1, 2012, when you subsequently redeem those shares. Such reporting generally is not required for shares held in a retirement or other tax-advantaged account. Cost basis is typically the price you pay for your shares (including reinvested dividends), with adjustments for certain commissions, wash-sales, organizational actions, and other items, including any returns of capital paid to you by a fund in respect of your shares. Cost basis is used to determine your net gains and losses on any shares you redeem in a taxable account.

A fund or your financial intermediary, as applicable, will permit you to select from a list of alternative cost basis reporting methods to determine your cost basis in fund shares acquired on or after January 1, 2012. If you do not select a particular cost basis reporting method, a fund or financial intermediary will apply its default cost basis reporting method to your shares. If you hold your shares directly in a fund account, the funds’ default method (or the method you have selected by notifying the fund) will apply; if you hold your shares in an account with a financial intermediary, the intermediary’s default method (or the method you have selected by notifying the intermediary) will apply. Please contact the relevant fund at 800-243-1574 or your financial intermediary, as applicable, for more information on the available methods for cost basis reporting and how to select or change a particular method. You should consult your tax adviser concerning the application of these rules to your investment in a fund, and to determine which available cost basis method is best for you. Please note that you are responsible for calculating and reporting your cost basis in the shares of each fund acquired prior to January 1, 2012 as this information will not be reported to you by the funds and may not be reported to you by your financial intermediary.

Investor Services and Other Information

Systematic Purchase is a systematic investment plan that allows you to have a specified amount automatically deducted from your checking or savings account and then deposited into your mutual fund account. (Complete the “Systematic Purchase” section on the application and include a voided check.)

Systematic Exchange allows you to automatically move money from one Virtus Mutual Fund to another on a monthly, quarterly, semiannual or annual basis. Shares of one Virtus Mutual Fund will be exchanged for shares of the same class of another Virtus Mutual Fund at the interval you select. (Complete the “Systematic Exchange” section on the application.) Exchange privileges may not be available for all Virtus Mutual Funds and may be rejected or suspended.

Telephone Exchange lets you exchange shares of one Virtus Mutual Fund for the same class of shares in another Virtus Mutual Fund, using our customer service telephone number (800-243-1574). (See the “Telephone Exchange” section on the application.) Exchange privileges may not be available for all Virtus Mutual Funds and may be rejected or suspended.

Systematic Withdrawal allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual, or annual basis. Sufficient shares from your account will be redeemed at the closing NAV on the applicable payment date, with proceeds to be mailed to you or sent through ACH to your bank (at your selection). For payments to be mailed, shares will be redeemed on the 15th of the month so that the payment is made about the 20th of the month. For ACH payments, you may select the day of the month for the payments to be made; if no date is specified, the payments will occur on the 15th of the month. The minimum withdrawal is $25, and minimum account balance requirements continue to apply. Shareholders in the program must own Virtus Mutual Fund shares worth at least $5,000.

Disclosure of Fund Portfolio Holdings. A description of the funds’ policies and procedures with respect to the disclosure of the funds’ portfolio holdings is available in the SAI.

Availability and Delivery of Fund Documents. Fund documents such as this prospectus are available for download from the Our Products section of virtus.com, or you may request paper copies of such documents at any time by calling 800-243-1574. The funds will not charge you a fee for paper copies of fund documents, although the funds will incur additional expenses when printing and mailing them, and fund expenses pass indirectly to all shareholders.

   

56

Virtus Mutual Funds


Tax Status of Distributions

The funds plan to make distributions from net investment income at intervals stated in the table below and to distribute net realized capital gains, if any, at least annually.

   

Fund

Dividend Paid

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

Quarterly

Virtus Stone Harbor Emerging Markets Debt Fund

Quarterly

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Annually

Virtus Stone Harbor High Yield Bond Fund

Quarterly

Virtus Stone Harbor Local Markets Fund

Annually

Virtus Stone Harbor Strategic Income Fund

Quarterly

Distributions of short-term capital gains (gains on securities held for a year or less) and net investment income are taxable to shareholders as ordinary income. Certain distributions of long-term capital gains and certain dividends are taxable at a lower rate than ordinary income. Long-term capital gains, if any, which are distributed to shareholders and which are designated by a fund as capital gain distributions, are taxable to shareholders as long-term capital gain distributions regardless of the length of time you have owned your shares.

Unless you elect to receive distributions in cash, dividends and capital gain distributions are paid in additional shares. All distributions, whether paid in cash or in additional shares, are subject to federal income tax and may be subject to state, local and other taxes.

If, for any fiscal year, the total distributions exceed net investment income and realized net capital gains, the excess, distributed from the fund’s assets, will generally be treated as a tax-free return of capital (up to the amount of the shareholder’s tax basis in the fund shares). The amount treated as a tax-free return of capital will reduce the adjusted basis in the shareholder’s shares, thereby increasing the potential gain or reducing the potential loss upon disposition of those shares. If a fund has return of capital, the fund will provide disclosure with each distribution estimating the percentages of the current distribution that represent (1) net investment income, (2) capital gains and (3) return of capital. The fund will send shareholders a Form 1099-DIV for the calendar year that will tell you how to report these distributions for federal income tax purposes.

 
   

Virtus Mutual Funds

57


Financial Highlights
 

  On April 8, 2022, each Predecessor Fund was reorganized with and into its respective fund, and the Class I Shares of each fund assumed the performance, financial and other historical information of the Institutional Class Shares of the corresponding Predecessor Fund. Class A Shares commenced operations on April 11, 2022.

These tables are intended to help you understand each fund’s financial information (including that of its respective Predecessor Fund) for the past five years or since inception. Some of this information reflects financial information for a single fund share. The total returns in the tables represent the rate that an investor would have earned or lost on an investment in a fund (assuming reinvestment of all dividends and distributions). This information has been audited by Deloitte & Touche LLP (“Deloitte”), the Predecessor Funds’ independent registered public accounting firm. Deloitte’s report, together with each fund’s financial statements, is included in the funds’ most recent Annual Report, which is available upon request.

                                     

 

Net Asset Value,
Beginning of Period

Net Investment Income (Loss)(1)

Net Realized
and Unrealized Gain (Loss)

Total from Investment Operations

Dividends from
Net Investment Income

Total Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stone Harbor Emerging Markets Corporate Debt Fund

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4/11/22(6) to 5/31/22

$

8.16

 

 

0.05

 

 

(0.22

)

 

(0.17

)

 

(0.10

)

 

(0.10

)

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6/1/21 to 5/31/22

$

9.25

 

 

0.40

 

 

(1.33

)

 

(0.93

)

 

(0.41

)

 

(0.41

)

6/1/20 to 5/31/21

 

8.17

 

 

0.45

 

 

1.10

 

 

1.55

 

 

(0.47

)

 

(0.47

)

6/1/19 to 5/31/20

 

8.82

 

 

0.42

 

 

(0.64

)

 

(0.22

)

 

(0.43

)

 

(0.43

)

6/1/18 to 5/31/19

 

8.80

 

 

0.45

 

 

0.03

 

 

0.48

 

 

(0.46

)

 

(0.46

)

6/1/17 to 5/31/18

 

9.14

 

 

0.44

 

 

(0.36

)

 

0.08

 

 

(0.42

)

 

(0.42

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stone Harbor Emerging Markets Debt Allocation Fund

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4/11/22(6) to 5/31/22

$

7.76

 

 

0.02

 

 

(0.27

)

 

(0.25

)

 

 

 

 

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6/1/21 to 5/31/22

$

9.32

 

 

0.21

 

 

(1.80

)

 

(1.59

)

 

(0.22

)

 

(0.22

)

6/1/20 to 5/31/21

 

8.61

 

 

0.20

 

 

0.86

 

 

1.06

 

 

(0.35

)

 

(0.35

)

6/1/19 to 5/31/20

 

8.95

 

 

0.27

 

 

(0.36

)

 

(0.09

)

 

(0.25

)

 

(0.25

)

6/1/18 to 5/31/19

 

9.25

 

 

0.33

 

 

(0.33

)

 

 

 

(0.30

)

 

(0.30

)

6/1/17 to 5/31/18

 

9.55

 

 

0.31

 

 

(0.28

)

 

0.03

 

 

(0.33

)

 

(0.33

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stone Harbor Emerging Markets Debt Fund

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4/11/22(6) to 5/31/22

$

8.06

 

 

0.06

 

 

(0.38

)

 

(0.32

)

 

(0.11

)

 

(0.11

)

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6/1/21 to 5/31/22

$

9.82

 

 

0.46

 

 

(2.18

)

 

(1.72

)

 

(0.47

)

 

(0.47

)

6/1/20 to 5/31/21

 

8.92

 

 

0.51

 

 

0.85

 

 

1.36

 

 

(0.46

)

 

(0.46

)

6/1/19 to 5/31/20

 

9.73

 

 

0.47

 

 

(0.74

)

 

(0.27

)

 

(0.54

)

 

(0.54

)

6/1/18 to 5/31/19

 

9.99

 

 

0.56

 

 

(0.21

)

 

0.35

 

 

(0.61

)

 

(0.61

)

6/1/17 to 5/31/18

 

10.60

 

 

0.58

 

 

(0.56

)

 

0.02

 

 

(0.63

)

 

(0.63

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

58

Virtus Mutual Funds


 
 
                                               

Change in Net Asset Value

Net Asset Value, End of Period

Total Return(2)(3)

Net Assets, End of Period
(in thousands)

Ratio of Net Expenses to
Average Net Assets(4)(5)

Ratio of Gross Expenses to
Average Net Assets(4)(5)

Ratio of Net Investment Income (Loss)
to Average Net Assets(4)

Portfolio Turnover Rate(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.27

)

$

7.89

 

 

(2.10

)%

$

97

 

 

1.27

%(7)

 

3.15

%

 

4.50

%

 

14

%(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.34

)

$

7.91

 

 

(10.40

)%

$

6,961

 

 

1.02

%(7)

 

3.21

%

 

4.49

%

 

14

%

 

1.08

 

 

9.25

 

 

19.25

 

 

6,694

 

 

1.01

(9)

 

3.46

 

 

4.99

 

 

55

 

 

(0.65

)

 

8.17

 

 

(2.71

)

 

5,666

 

 

1.01

(9)

 

1.95

 

 

4.68

 

 

168

 

 

0.02

 

 

8.82

 

 

5.71

 

 

13,078

 

 

1.01

(9)

 

2.15

 

 

5.21

 

 

63

 

 

(0.34

)

 

8.80

 

 

0.80

 

 

11,503

 

 

1.01

(9)

 

2.19

 

 

4.76

 

 

115

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.25

)

$

7.51

 

 

(3.22

)%

$

97

 

 

0.26

%

 

2.14

%

 

2.12

%

 

12

%(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.81

)

$

7.51

 

 

(17.38

)%

$

8,151

 

 

 

 

1.48

%

 

2.37

%

 

12

%

 

0.71

 

 

9.32

 

 

12.26

 

 

18,807

 

 

0.02

 

 

1.32

 

 

2.13

 

 

29

 

 

(0.34

)

 

8.61

 

 

(1.21

)

 

31,267

 

 

0.03

 

 

1.22

 

 

2.98

 

 

21

 

 

(0.30

)

 

8.95

 

 

0.20

 

 

28,213

 

 

0.05

 

 

1.21

 

 

3.70

 

 

38

 

 

(0.30

)

 

9.25

 

 

0.21

 

 

28,159

 

 

0.05

 

 

1.19

 

 

3.21

 

 

33

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.43

)

$

7.63

 

 

(3.93

)%

$

95

 

 

1.02

%(9)

 

1.10

%

 

6.09

%

 

104

%(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2.19

)

$

7.63

 

 

(18.08

)%

$

731,029

 

 

0.74

%(9)

 

0.75

%

 

4.96

%

 

104

%

 

0.90

 

 

9.82

 

 

15.31

 

 

1,396,895

 

 

0.73

(9)

 

0.73

 

 

5.18

 

 

106

 

 

(0.81

)

 

8.92

 

 

(3.02

)

 

1,094,713

 

 

0.72

(9)

 

0.72

 

 

4.89

 

 

118

 

 

(0.26

)

 

9.73

 

 

3.82

 

 

1,212,774

 

 

0.71

(9)

 

0.71

 

 

5.81

 

 

104

 

 

(0.61

)

 

9.99

 

 

0.08

 

 

1,207,251

 

 

0.71

(9)

 

0.71

 

 

5.53

 

 

108

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   

Virtus Mutual Funds

59


Financial Highlights (continued)
                                     

 

Net Asset Value,
Beginning of Period

Net Investment Income (Loss)(1)

Net Realized
and Unrealized Gain (Loss)

Total from Investment Operations

Dividends from
Net Investment Income

Total Distributions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stone Harbor High Yield Bond Fund

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4/11/22(6) to 5/31/22

$

7.48

 

 

0.04

 

 

(0.15

)

 

(0.11

)

 

(0.09

)

 

(0.09

)

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6/1/21 to 5/31/22

$

8.14

 

 

0.37

 

 

(0.85

)

 

(0.48

)

 

(0.38

)

 

(0.38

)

6/1/20 to 5/31/21

 

7.53

 

 

0.38

 

 

0.60

 

 

0.98

 

 

(0.37

)

 

(0.37

)

6/1/19 to 5/31/20

 

7.88

 

 

0.42

 

 

(0.34

)

 

0.08

 

 

(0.43

)

 

(0.43

)

6/1/18 to 5/31/19

 

7.91

 

 

0.43

 

 

(0.02

)

 

0.41

 

 

(0.44

)

 

(0.44

)

6/1/17 to 5/31/18

 

8.31

 

 

0.43

 

 

(0.36

)

 

0.07

 

 

(0.47

)

 

(0.47

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stone Harbor Local Markets Fund

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4/11/22(6) to 5/31/22

$

7.71

 

 

0.05

 

 

(0.25

)

 

(0.20

)

 

 

 

 

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6/1/21 to 5/31/22

$

9.03

 

 

0.41

 

 

(1.93

)

 

(1.52

)

 

 

 

 

6/1/20 to 5/31/21

 

8.34

 

 

0.40

 

 

0.29

 

 

0.69

 

 

 

 

 

6/1/19 to 5/31/20

 

8.30

 

 

0.47

 

 

(0.42

)

 

0.05

 

 

(0.01

)

 

(0.01

)

6/1/18 to 5/31/19

 

8.64

 

 

0.51

 

 

(0.74

)

 

(0.23

)

 

(0.11

)

 

(0.11

)

6/1/17 to 5/31/18

 

8.76

 

 

0.56

 

 

(0.59

)

 

(0.03

)

 

(0.09

)

 

(0.09

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stone Harbor Strategic Income Fund

 

 

 

 

 

 

 

 

 

 

 

 

Class A

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4/11/22(6) to 5/31/22

$

8.89

 

 

0.06

 

 

(0.24

)

 

(0.18

)

 

(0.03

)

 

(0.03

)

Class I

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6/1/21 to 5/31/22

$

9.64

 

 

0.28

 

 

(0.99

)

 

(0.71

)

 

(0.24

)

 

(0.24

)

6/1/20 to 5/31/21

 

9.13

 

 

0.37

 

 

0.54

 

 

0.91

 

 

(0.40

)

 

(0.40

)

6/1/19 to 5/31/20

 

9.58

 

 

0.38

 

 

(0.54

)

 

(0.16

)

 

(0.29

)

 

(0.29

)

6/1/18 to 5/31/19

 

9.64

 

 

0.37

 

 

(0.04

)

 

0.33

 

 

(0.39

)

 

(0.39

)

6/1/17 to 5/31/18

 

9.90

 

 

0.40

 

 

(0.34

)

 

0.06

 

 

(0.32

)

 

(0.32

)

   

(1)

Calculated using average shares outstanding.

(2)

Not annualized for periods less than one year.

(3)

Total returns would have been lower had various fees and expenses not been waived and reimbursed during the period. The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in a Fund (assuming reinvestment of all dividends and distributions).

(4)

Annualized for periods less than one year.

(5)

The Funds will also indirectly bear their prorated share of expenses of any underlying funds in which they invest. Such expenses are not included in the calculation of this ratio.

(6)

Inception date.

   

60

Virtus Mutual Funds


                                               

Change in Net Asset Value

Net Asset Value, End of Period

Total Return(2)(3)

Net Assets, End of Period
(in thousands)

Ratio of Net Expenses to
Average Net Assets(4)(5)

Ratio of Gross Expenses to
Average Net Assets(4)(5)

Ratio of Net Investment Income (Loss)
to Average Net Assets(4)

Portfolio Turnover Rate(2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.20

)

$

7.28

 

 

(1.38

)%

$

97

 

 

0.92

%(9)

 

1.12

%

 

4.12

%

 

55

%(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.86

)

$

7.28

 

 

(6.11

)%

$

101,688

 

 

0.67

%(9)

 

0.80

%

 

4.61

%

 

55

%

 

0.61

 

 

8.14

 

 

13.19

 

 

97,925

 

 

0.66

(9)

 

0.88

 

 

4.76

 

 

94

 

 

(0.35

)

 

7.53

 

 

0.96

 

 

65,454

 

 

0.66

(9)

 

0.88

 

 

5.36

 

 

57

 

 

(0.03

)

 

7.88

 

 

5.36

 

 

88,562

 

 

0.66

(9)

 

0.84

 

 

5.51

 

 

54

 

 

(0.40

)

 

7.91

 

 

0.87

 

 

103,035

 

 

0.66

(9)

 

0.77

 

 

5.25

 

 

58

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.20

)

$

7.51

 

 

(2.59

)%

$

97

 

 

1.27

%(7)

 

1.53

%

 

5.24

%

 

67

%(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1.52

)

$

7.51

 

 

(16.83

)%

$

77,005

 

 

1.01

%(9)

 

1.14

%

 

4.87

%

 

67

%

 

0.69

 

 

9.03

 

 

8.27

 

 

160,992

 

 

1.01

(9)

 

1.04

 

 

4.60

 

 

95

 

 

0.04

 

 

8.34

 

 

0.59

 

 

329,596

 

 

0.96

(9)

 

0.96

 

 

5.53

 

 

103

 

 

(0.34

)

 

8.30

 

 

(2.60

)

 

719,558

 

 

0.90

(9)

 

0.90

 

 

6.28

 

 

101

 

 

(0.12

)

 

8.64

 

 

(0.33

)

 

1,048,339

 

 

0.90

(9)

 

0.90

 

 

6.13

 

 

119

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.21

)

$

8.68

 

 

(1.98

)%

$

98

 

 

0.51

%

 

1.35

%

 

5.04

%

 

120

%(8)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.95

)

$

8.69

 

 

(7.49

)%

$

38,509

 

 

0.24

%

 

1.13

%

 

3.01

%

 

120

%

 

0.51

 

 

9.64

 

 

10.05

 

 

31,550

 

 

0.07

 

 

1.13

 

 

3.84

 

 

13

 

 

(0.45

)

 

9.13

 

 

(1.75

)

 

30,622

 

 

0.08

 

 

1.12

 

 

3.99

 

 

7

 

 

(0.06

)

 

9.58

 

 

3.58

 

 

32,489

 

 

0.06

 

 

1.09

 

 

3.94

 

 

8

 

 

(0.26

)

 

9.64

 

 

0.60

 

 

33,451

 

 

0.07

 

 

1.01

 

 

4.03

 

 

29

 

   

(7)

Includes borrowing costs of 0.02% to average net assets.

(8)

Portfolio turnover is representative of the Fund for the entire period.

(9)

Includes borrowing costs of 0.01% to average net assets.

   

Virtus Mutual Funds

61


This Appendix A is part of, and is incorporated into, the prospectus.

Appendix A

Intermediary Sales Charge Discounts and Waivers

Specific intermediaries may have different policies and procedures regarding the availability of front-end sales load waivers or CDSC waivers, which are discussed below. In all instances, it is the purchaser’s responsibility to notify the fund or the purchaser’s financial intermediary at the time of purchase of any relationship or other facts qualifying the purchaser for sales charge waivers or discounts. For waivers and discounts not available through a particular intermediary, in order to receive these waivers or discounts shareholders will have to purchase fund shares through another intermediary offering such waivers or discounts or directly from the fund if the fund offers such waivers or discounts. Please see the section entitled “Sales Charges – What arrangement is best for you?” for more information on sales charges and waivers available for different classes.

Ameriprise Financial

Class A Shares Front-End Sales Charge Waivers Available at Ameriprise Financial

The following information applies to Class A shares purchases if you have an account with or otherwise purchase fund shares through Ameriprise Financial:

Shareholders purchasing fund shares through an Ameriprise Financial retail brokerage account are eligible for the following front-end sales charge waivers, which may differ from those disclosed elsewhere in this prospectus:

 Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs.

 Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the same fund family).

 Shares exchanged from Class C shares of the same fund in the month of or following the 7-year anniversary of the purchase date. To the extent that this prospectus elsewhere provides for a waiver with respect to exchanges of Class C shares or conversion of Class C shares following a shorter holding period, that waiver will apply.

 Employees and registered representatives of Ameriprise Financial or its affiliates and their immediate family members.

 Shares purchased by or through qualified accounts (including IRAs, Coverdell Education Savings Accounts, 401(k)s, 403(b) TSCAs subject to ERISA and defined benefit plans) that are held by a covered family member, defined as an Ameriprise financial advisor and/or the advisor’s spouse, advisor’s lineal ascendant (mother, father, grandmother, grandfather, great grandmother, great grandfather), advisor’s lineal descendant (son, step-son, daughter, step-daughter, grandson, granddaughter, great grandson, great granddaughter) or any spouse of a covered family member who is a lineal descendant.

 Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e. Rights of Reinstatement).

Edward D. Jones & Co., L.P. (“Edward Jones”)

Policies Regarding Transactions Through Edward Jones

The following information has been provided by Edward Jones:

Effective February 1, 2021, the following information supersedes prior information with respect to transactions and positions held in fund shares through an Edward Jones system. Clients of Edward Jones (also referred to as “shareholders”) purchasing fund shares on the Edward Jones commission and fee-based platforms are eligible only for the following sales charge discounts (also referred to as “breakpoints”) and waivers, which can differ from discounts and waivers described elsewhere in this prospectus or statement of additional information (“SAI”) or through another broker-dealer. In all instances, it is the shareholder’s responsibility to inform Edward Jones at the time of purchase of any relationship, holdings of Virtus Funds, or other facts qualifying the purchaser for discounts or waivers. Edward Jones can ask for documentation of such circumstance. Shareholders should contact Edward Jones if they have questions regarding their eligibility for these discounts and waivers.

Breakpoints, Rights of Accumulation, and/or Letters of Intent

 Breakpoints as described in this prospectus.

 Rights of Accumulation (“ROA”). The applicable sales charge on a purchase of Class A shares is determined by taking into account all share classes (except certain money market funds and any assets held in group retirement plans) of Virtus Funds held by the shareholder or in an account grouped by Edward Jones with other accounts for the purpose of providing certain pricing considerations (“pricing groups”). If grouping assets as a shareholder, this includes all share classes held on the Edward Jones platform and/or held on another platform. The inclusion of eligible fund family assets in the ROA calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation. Money market funds are included only if such shares were sold with a sales charge at the time of purchase or acquired in exchange for shares purchased with a sales charge. The employer maintaining a SEP IRA plan and/or SIMPLE IRA plan may elect to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping as opposed to including all share classes at a shareholder or pricing group level. ROA is determined by calculating the higher of cost minus redemptions or market value (current shares x NAV).


 Letter of Intent (“LOI”). Through a LOI, shareholders can receive the sales charge and breakpoint discounts for purchases shareholders intend to make over a 13-month period from the date Edward Jones receives the LOI. The LOI is determined by calculating the higher of cost or market value of qualifying holdings at LOI initiation in combination with the value that the shareholder intends to buy over a 13-month period to calculate the front-end sales charge and any breakpoint discounts. Each purchase the shareholder makes during that 13-month period will receive the sales charge and breakpoint discount that applies to the total amount. The inclusion of eligible fund family assets in the LOI calculation is dependent on the shareholder notifying Edward Jones of such assets at the time of calculation. Purchases made before the LOI is received by Edward Jones are not adjusted under the LOI and will not reduce the sales charge previously paid. Sales charges will be adjusted if LOI is not met. If the employer maintaining a SEP IRA plan and/or SIMPLE IRA plan has elected to establish or change ROA for the IRA accounts associated with the plan to a plan-level grouping, LOIs will also be at the plan-level and may only be established by the employer.

Sales Charge Waivers

Sales charges are waived for the following shareholders and in the following situations:

 Associates of Edward Jones and its affiliates and their family members who are in the same pricing group (as determined by Edward Jones under its policies and procedures) as the associate. This waiver will continue for the remainder of the associate’s life if the associate retires from Edward Jones in good-standing and remains in good standing pursuant to Edward Jones’ policies and procedures.

 Shares purchased in an Edward Jones fee-based program.

 Shares purchased through reinvestment of capital gains distributions and dividend reinvestment.

 Shares purchased from the proceeds of redeemed shares of the same fund family so long as the following conditions are met: 1) the proceeds are from the sale of shares within 60 days of the purchase, and 2) the sale and purchase are made in the same share class and the same account or the purchase is made in an individual retirement account with proceeds from liquidations in a non-retirement account.

 Shares exchanged into Class A shares from another share class so long as the exchange is into the same fund and was initiated at the discretion of Edward Jones. Edward Jones is responsible for any remaining CDSC due to the fund company, if applicable. Any future purchases are subject to the applicable sales charge as disclosed in the prospectus.

 Exchanges from Class C shares to Class A shares of the same fund, generally, in the 84th month following the anniversary of the purchase date or earlier at the discretion of Edward Jones.

Contingent Deferred Sales Charges (“CDSC”) Waivers

If the shareholder purchases shares that are subject to a CDSC and those shares are redeemed before the CDSC is expired, the shareholder is responsible to pay the CDSC except in the following conditions:

 Death or disability of the shareholder.

 Systematic withdrawals with up to 10% per year of the account value.

 Return of excess contributions from an Individual Retirement Account (IRA).

 Shares sold as part of a required minimum distribution for IRA and retirement accounts if the redemption is taken in or after the year the shareholder reaches qualified age based on applicable IRS regulations.

 Shares sold to pay Edward Jones fees or costs in such cases where the transaction is initiated by Edward Jones.

 Shares exchanged in an Edward Jones fee-based program.

 Shares acquired through NAV reinstatement.

 Shares redeemed at the discretion of Edward Jones for Minimum Balances, as described below.

Other Important Information Regarding Transactions Through Edward Jones

Minimum Purchase Amounts

 Initial purchase minimum: $250

 Subsequent purchase minimum: none

Minimum Balances

 Edward Jones has the right to redeem at its discretion fund holdings with a balance of $250 or less. The following are examples of accounts that are not included in this policy:

 A fee-based account held on an Edward Jones platform.

 A 529 account held on an Edward Jones platform.

 An account with an active systematic investment plan or LOI.

Exchanging Share Classes

 At any time it deems necessary, Edward Jones has the authority to exchange at NAV a shareholder’s holdings in a fund to Class A shares of the same fund.

   
 

63


Janney Montgomery Scott LLC

Effective May 1, 2020, if you purchase fund shares through a Janney Montgomery Scott LLC (“Janney”) brokerage account, you will be eligible for the following load waivers (front-end sales charge waivers and contingent deferred sales charge (“CDSC”), or back-end sales charge, waivers) and discounts, which may differ from those disclosed elsewhere in this fund’s Prospectus or the SAI.

Front-end Sales Charge* Waivers on Class A Shares available at Janney

 Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).

 Shares purchased by employees and registered representatives of Janney or its affiliates and their family members as designated by Janney.

 Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within ninety (90) days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (i.e., right of reinstatement).

 Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans.

 Shares acquired through a right of reinstatement.

 Class C shares that are no longer subject to a contingent deferred sales charge and are converted to Class A shares of the same fund pursuant to Janney’s policies and procedures.

CDSC Waivers on Class A Shares and Class C Shares available at Janney

 Shares sold upon the death or disability of the shareholder.

 Shares sold as part of a systematic withdrawal plan as described in this Prospectus.

 Shares purchased in connection with a return of excess contributions from an IRA account.

 Shares sold as part of a required minimum distribution for IRA and other retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the fund’s Prospectus.

 Shares sold to pay Janney fees but only if the transaction is initiated by Janney.

 Shares acquired through a right of reinstatement.

 Shares exchanged into the same share class of a different fund.

Front-end Sales Charge* Discounts Available at Janney: Breakpoints, Rights of Accumulation, and/or Letters of Intent

 Breakpoints as described in this prospectus.

 Rights of accumulation (“ROA”), which entitle shareholders to breakpoint discounts, will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) within the purchaser’s household at Janney. Eligible fund family assets not held at Janney may be included in the ROA calculation only if the shareholder notifies his or her financial professional about such assets.

 Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Janney Montgomery Scott may be included in the calculation of letters of intent only if the shareholder notifies his or her financial professional about such assets.

*Also referred to as an “initial sales charge.”

Merrill Lynch

Shareholders purchasing fund shares through a Merrill Lynch platform or account will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI.

Front-end Sales Load Waivers on Class A Shares available at Merrill Lynch

 Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan.

 Shares purchased by or through a 529 Plan (does not include 529 Plan units or 529-specific share classes or equivalents).

 Shares purchased through a Merrill Lynch affiliated investment advisory program.

 Shares exchanged due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers.

 Shares purchased by third party investment professionals on behalf of their advisory clients through Merrill Lynch’s platform.

 Shares of funds purchased through the Merrill Edge Self-Directed platform.

   

64

 

 Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).

 Shares exchanged from Class C (i.e. level-load) shares of the same fund pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers.

 Employees and registered representatives of Merrill Lynch or its affiliates and their family members.

 Directors or Trustees of the fund, and employees of the fund’s investment adviser or any of its affiliates, as described in this prospectus.

 Eligible shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement). Automated transactions (i.e. systematic purchases and withdrawals) and purchases made after shares are automatically sold to pay Merrill Lynch’s account maintenance fees are not eligible for reinstatement.

CDSC Waivers on Class A Shares and Class C Shares available at Merrill Lynch

 Death or disability of the shareholder.

 Shares sold as part of a systematic withdrawal plan as described in the fund’s prospectus.

 Return of excess contributions from an IRA account.

 Shares sold as part of a required minimum distribution for IRA and retirement accounts pursuant to the Internal Revenue Code.

 Shares sold to pay Merrill Lynch fees but only if the transaction is initiated by Merrill Lynch.

 Shares acquired through a right of reinstatement.

 Shares held in retirement brokerage accounts, that are exchanged for a lower cost share class due to transfer to certain fee based accounts or platforms (applicable to A and C shares only).

 Shares received through an exchange due to the holdings moving from a Merrill Lynch affiliated investment advisory program to a Merrill Lynch brokerage (non-advisory) account pursuant to Merrill Lynch’s policies relating to sales load discounts and waivers.

Front-end Load Discounts on Class A Shares Available at Merrill Lynch: Breakpoints, Rights of Accumulation & Letters of Intent

 Breakpoints as described in this prospectus.

 Rights of Accumulation (ROA) which entitle shareholders to breakpoint discounts as described in this prospectus will be automatically calculated based on the aggregated holding of fund family assets held by accounts (including 529 program holdings, where applicable) within the purchaser’s household at Merrill Lynch. Eligible fund family assets not held at Merrill Lynch may be included in the ROA calculation only if the shareholder notifies his or her financial professional about such assets.

 Letters of Intent (LOI) which allow for breakpoint discounts based on anticipated purchases within a fund family, through Merrill Lynch, over a 13-month period of time.

Morgan Stanley

Effective July 1, 2018, shareholders purchasing fund shares through a Morgan Stanley Wealth Management transactional brokerage account will be eligible only for the following front-end sales charge waivers with respect to Class A shares, which may differ from and may be more limited than those disclosed elsewhere in this prospectus or the SAI.

Front-end Sales Charge Waivers on Class A Shares available at Morgan Stanley Wealth Management

 Employer-sponsored retirement plans (e.g., 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans). For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs, SAR-SEPs or Keogh plans.

 Morgan Stanley employee and employee-related accounts according to Morgan Stanley’s account linking rules.

 Shares purchased through reinvestment of dividends and capital gains distributions when purchasing shares of the same fund.

 Shares purchased through a Morgan Stanley self-directed brokerage account.

 Class C (i.e., level-load) Shares that are no longer subject to a contingent deferred sales charge and are converted to Class A Shares of the same fund pursuant to Morgan Stanley Wealth Management’s share class conversion program.

 Shares purchased from the proceeds of redemptions within the same fund family, provided (i) the repurchase occurs within 90 days following the redemption, (ii) the redemption and purchase occur in the same account, and (iii) redeemed shares were subject to a front-end or deferred sales charge.

Oppenheimer & Co. Inc. (“OPCO”)

Effective February 26, 2020, shareholders purchasing fund shares through an OPCO platform or account are eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or SAI.

   
 

65


Front-end Sales Charge Waivers on Class A Shares available at OPCO

 Employer-sponsored retirement, deferred compensation and employee benefit plans (including health savings accounts) and trusts used to fund those plans, provided that the shares are not held in a commission-based brokerage account and shares are held for the benefit of the plan.

 Shares purchased by or through a 529 Plan.

 Shares purchased through a OPCO affiliated investment advisory program.

 Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).

 Shares purchased using the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same amount, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Restatement).

 A shareholder in the fund’s Class C shares will have their shares exchanged at net asset value into Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the exchange is in line with the policies and procedures of OPCO.

 Employees and registered representatives of OPCO or its affiliates and their family members.

 Directors or Trustees of the fund, and employees of the fund’s investment adviser or any of its affiliates, as described in this prospectus.

CDSC Waivers on Class A Shares and Class C Shares available at OPCO

 Death or disability of the shareholder.

 Shares sold as part of a systematic withdrawal plan as described in this Prospectus.

 Return of excess contributions from an IRA account.

 Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS guidance.

 Shares sold to pay OPCO fees but only if the transaction is initiated by OPCO.

 Shares acquired through a right of reinstatement.

Front-end Sales Charge Discounts Available at OPCO: Breakpoints, Rights of Accumulation, and/or Letters of Intent

 Breakpoints as described in this prospectus.

 Rights of accumulation (“ROA”), which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at OPCO. Eligible fund family assets not held at OPCO may be included in the ROA calculation only if the shareholder notifies his or her financial professional about such assets.

Raymond James & Associates, Inc., Raymond James Financial Services, Inc. and each such entity’s affiliates (“Raymond James”)

Effective March 1, 2019, shareholders purchasing fund shares through a Raymond James platform or account, or through an introducing broker-dealer or independent registered investment adviser for which Raymond James provides trade execution, clearance, and/or custody services will be eligible only for the following load waivers (front-end sales charge waivers and contingent deferred, or back-end, sales charge waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI.

Front-end Sales Load Waivers on Class A Shares available at Raymond James

 Shares purchased in an investment advisory program.

 Shares purchased within the same fund family through a systematic reinvestment of capital gains distributions and dividend reinvestment when purchasing shares of the same fund (but not any other fund within the fund family).

 Employees and registered representatives of Raymond James or its affiliates and their family members as designated by Raymond James.

 Shares purchased from the proceeds of redemptions within the same fund family, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same account, and (3) redeemed shares were subject to a front-end or deferred sales load (known as Rights of Reinstatement).

 A shareholder in a fund’s Class C shares will have their shares converted at net asset value to Class A shares (or the appropriate share class) of the fund if the shares are no longer subject to a CDSC and the conversion is in line with the policies and procedures of Raymond James.

CDSC Waivers on Class A Shares and Class C Shares available at Raymond James

 Death or disability of the shareholder.

 Shares sold as part of a systematic withdrawal plan as described in this prospectus.

 Return of excess contributions from an IRA account.

 Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in this prospectus.

   

66

 

 Shares sold to pay Raymond James fees but only if the transaction is initiated by Raymond James.

 Shares acquired through a right of reinstatement.

Front-end Load Discounts on Class A Shares Available at Raymond James: Breakpoints, and/or Rights of Accumulation, and/or Letters of Intent

 Breakpoints as described in this prospectus.

 Rights of accumulation which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of fund family assets held by accounts within the purchaser’s household at Raymond James. Eligible fund family assets not held at Raymond James may be included in the calculation of rights of accumulation only if the shareholder notifies his or her financial professional about such assets.

 Letters of intent which allow for breakpoint discounts based on anticipated purchases within a fund family, over a 13-month time period. Eligible fund family assets not held at Raymond James may be included in the calculation of letters of intent only if the shareholder notifies his or her financial professional about such assets.

Robert W. Baird & Co. Incorporated (“Baird”)

Effective June 15, 2020, shareholders purchasing fund shares through a Baird platform or account will only be eligible for the following sales charge waivers (front-end sales charge waivers and CDSC waivers) and discounts, which may differ from those disclosed elsewhere in this prospectus or the SAI.

Front-end Sales Charge Waivers on Class A Shares available at Baird

 Shares purchased through reinvestment of capital gains distributions and dividend reinvestment when purchasing share of the same fund.

 Shares purchased by employees and registered representatives of Baird or its affiliate and their family members as designated by Baird.

 Shares purchased using the proceeds of redemptions from another Virtus fund, provided (1) the repurchase occurs within 90 days following the redemption, (2) the redemption and purchase occur in the same accounts, and (3) redeemed shares were subject to a front-end or deferred sales charge (known as rights of reinstatement).

 Shareholders in Class C Shares will have their shares exchanged at net asset value into Class A shares of the same fund if the shares are no longer subject to CDSC and the exchange is in line with the policies and procedures of Baird.

 Employer-sponsored retirement plans or charitable accounts in a transactional brokerage account at Baird, including 401(k) plans, 457 plans, employer-sponsored 403(b) plans, profit sharing and money purchase pension plans and defined benefit plans. For purposes of this provision, employer-sponsored retirement plans do not include SEP IRAs, Simple IRAs or SAR-SEPs.

CDSC Waivers on Class A Shares and Class C Shares available at Baird

 Shares sold due to the death or disability of the shareholder.

 Shares sold as part of a systematic withdrawal plan as described in this Prospectus.

 Shares bought due to returns of excess contributions from an IRA account.

 Shares sold as part of a required minimum distribution for IRA and retirement accounts due to the shareholder reaching the qualified age based on applicable Internal Revenue Service regulations as described in this prospectus.

 Shares sold to pay Baird fees but only if the transaction is initiated by Baird.

 Shares acquired through a right of reinstatement.

Front-end Sales Charge Discounts Available at Baird: Breakpoints and/or Rights of Accumulations

 Breakpoints as described in this prospectus.

 Rights of accumulation (“ROA”), which entitle shareholders to breakpoint discounts will be automatically calculated based on the aggregated holding of Virtus fund assets held by accounts within the purchaser’s household at Baird. Eligible Virtus fund assets not held at Baird may be included in the rights of accumulations calculation only if the shareholder notifies his or her financial professional about such assets.

 Letters of intent (“LOI”) allow for breakpoint discounts based on anticipated purchases of Virtus funds through Baird, over a 13-month period of time.

Stifel, Nicolaus & Company, Incorporated (“Stifel”)

Effective July 1, 2020, shareholders purchasing fund shares through a Stifel platform or account or who own shares for which Stifel or an affiliate is the broker-dealer of record are eligible for the following additional sales charge waiver.

Front-end Sales Load Waiver on Class A Shares available at Stifel

 Class C shares that have been held for more than seven (7) years will be exchanged for Class A shares of the same fund pursuant to Stifel’s policies and procedures without the imposition of a front-end sales load.

All other sales charge waivers and reductions described elsewhere in this prospectus or the SAI still apply.

   
 

67


   

Virtus Mutual Funds
P.O. Box 9874

Providence, RI 02940-8074

 
 

ADDITIONAL INFORMATION

You can find more information about the funds in the following documents:

Appendix A – Intermediary Sales Charge Discounts and Waivers

Appendix A – Intermediary Sales Charge Discounts and Waivers contains more information about specific sales charge discounts and waivers available for shareholders who purchase fund shares through a specific intermediary. Appendix A is incorporated by reference and is legally part of this prospectus.

Annual and Semiannual Reports Annual and semiannual reports contain more information about the funds’ investments. The annual report discusses the market conditions and investment strategies that significantly affected the funds’ performance during the last fiscal year.

Statement of Additional Information (SAI) The SAI contains more detailed information about the funds. It is incorporated by reference and is legally part of the prospectus.

To obtain free copies of these documents, you can download copies from the Our Products section of virtus.com, or you can request copies by calling Virtus Fund Services toll-free at 800-243-1574. You may also call this number to request other information about the funds or to make shareholder inquiries.

Information about the funds (including the SAI) can be reviewed and copied at the Securities and Exchange Commission’s (“SEC”) Public Reference Room in Washington, DC. For information about the operation of the Public Reference Room, call 202-551-8090. Reports and other information about the funds are available in the EDGAR database on the SEC’s Internet site at sec.gov. You may also obtain copies upon payment of a duplicating fee by writing the Public Reference Section of the SEC, Washington, DC 20549-6009 or by electronic request at publicinfo@sec.gov.

Virtus Fund Services: 800-243-1574

Daily NAV Information

The daily NAV for each fund may be obtained from the Our Products section of virtus.com.

   

Investment Company Act File No. 811-07455

 

8470

9-22


Virtus Opportunities Trust

101 Munson Street

Greenfield, MA 01301

STATEMENT OF ADDITIONAL INFORMATION

September 28, 2022

Virtus Opportunities Trust (the “Trust”) is an open-end management investment company issuing shares in 26 separate series. This Statement of Additional Information (“SAI”) relates to the Class A and Class I shares of the Virtus Stone Harbor Emerging Markets Corporate Debt Fund, Virtus Stone Harbor Emerging Markets Debt Fund, Virtus Stone Harbor Emerging Markets Debt Allocation Fund, Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Local Markets Fund and Virtus Stone Harbor Strategic Income Fund (each a “Fund” and collectively, the “Funds”) series of the Trust.

             
     

TICKER SYMBOL BY CLASS

 

FUND

A

I

 

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

VSHAX

SHCDX

 

Virtus Stone Harbor Emerging Markets Debt Fund

VSHCX

SHMDX

 

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

VSHBX

SHADX

 

Virtus Stone Harbor High Yield Bond Fund

VSHDX

SHHYX

 

Virtus Stone Harbor Local Markets Fund

VSHEX

SHLMX

 

Virtus Stone Harbor Strategic Income Fund

VSHFX

SHSIX

 

This SAI is not a prospectus, and it should be read in conjunction with the Prospectuses for the Funds dated September 28, 2022, as described below and as supplemented and amended from time to time. Each Fund’s Prospectuses are incorporated by reference into this SAI, and the portions of this SAI that relate to each Fund have been incorporated by reference into such Fund’s Prospectuses. The portions of this SAI that do not relate to a Fund do not form a part of such Fund’s SAI, have not been incorporated by reference into such Fund’s Prospectuses and should not be relied upon by investors in such Fund.

The Prospectuses may be obtained by downloading them from virtus.com; by calling VP Distributors, LLC at 800.243.1574; or by writing to the Distributor at One Financial Plaza, Hartford, CT 06103.

Capitalized terms used and not defined herein have the same meanings as those used in the Prospectuses.

The audited financial statements for the Funds (defined below) appear in each Fund’s annual report for the fiscal year ended May 31, 2022. The financial statements from the foregoing annual report are incorporated herein by reference. Shareholders may obtain a copy of the Funds’ Annual Report dated May 31, 2022, without charge, by calling 800.243.1574 or by downloading it from virtus.com.

Transfer Agent: 800.243.1574
Adviser Consulting Group: 800.243.4361
Telephone Orders: 800.367.5877
Web Site: virtus.com


Table of Contents

Page

   

Glossary

3

GENERAL INFORMATION AND HISTORY

7

MORE INFORMATION ABOUT FUND INVESTMENT STRATEGIES & RELATED RISKS

14

INVESTMENT LIMITATIONS

61

MANAGEMENT OF THE TRUST

62

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

79

INVESTMENT ADVISORY AND OTHER SERVICES

80

DISTRIBUTION PLAN

85

PORTFOLIO MANAGERS

86

BROKERAGE ALLOCATION AND OTHER PRACTICES

89

PURCHASE, REDEMPTION AND PRICING OF SHARES

91

INVESTOR ACCOUNT SERVICES AND POLICIES

97

DIVIDENDS, DISTRIBUTIONS AND TAXES

98

PERFORMANCE INFORMATION

103

FINANCIAL STATEMENTS AND SUPPLEMENTAL FINANCIAL INFORMATION

105

Appendix A — Description of Ratings

A- 1

Appendix B — Control Persons and Principal Shareholders

B- 1


GLOSSARY

       

1933 Act

The Securities Act of 1933, as amended

1940 Act

The Investment Company Act of 1940, as amended

ACH

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

Administrator

The Trust’s administrative agent, Virtus Fund Services, LLC

ADRs

American Depositary Receipts

ADSs

American Depositary Shares

Adviser

The investment adviser to the Funds, Virtus Alternative Investment Advisers, Inc.

BNY Mellon

BNY Mellon Investment Servicing (US) Inc., the sub-administrative and accounting agent and sub-transfer agent for the Funds

Board

The Board of Trustees of Virtus Opportunities Trust (also referred to herein as the “Trustees”)

CCO

Chief Compliance Officer

CDRs

Continental Depositary Receipts (another name for EDRs)

CDSC

Contingent Deferred Sales Charge

CEA

Commodity Exchange Act, which is the U.S. law governing trading in commodity futures

CFTC

Commodity Futures Trading Commission, which is the U.S. regulator governing trading in commodity futures

Code

The Internal Revenue Code of 1986, as amended, which is the law governing U.S. federal taxes

Custodian

The custodian of the Funds’ assets, The Bank of New York Mellon

 

Deloitte

Deloitte & Touche LLP, the independent registered public accounting firm for the Predecessor Funds and auditor of the most recent financial statements

 

Distributor

The principal underwriter of shares of the Funds, VP Distributors, LLC

EDRs

European Depositary Receipts (another name for CDRs)

 

EM Corporate Debt Fund

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

EM Debt Allocation Fund

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

EM Debt Fund

Virtus Stone Harbor Emerging Markets Debt Fund

 

ETFs

Exchange-traded Funds

3


     

ETNs

Exchange-traded Notes

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

Funds

The series of the Trust discussed in this SAI

GDRs

Global Depositary Receipts

GICs

Guaranteed Investment Contracts

GNMA

Government National Mortgage Association, also known as “Ginnie Mae”, which is a wholly-owned United States Government corporation within the Department of Housing and Urban Development

 

High Yield Fund

Virtus Stone Harbor High Yield Bond Fund

 

IMF

International Monetary Fund, an international organization seeking to promote international economic cooperation, international trade, employment and exchange rate stability, among other things

Independent Trustees

Those members of the Board who are not “interested persons” as defined by the 1940 Act

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

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

 

Local Markets Fund

Virtus Stone Harbor Local Markets Fund

 

Moody’s

Moody’s Investors Service, Inc.

NAV

Net Asset Value, which is the per-share price of a Fund

NYSE

New York Stock Exchange

OCC

Options Clearing Corporation, a large equity derivatives clearing corporation

4


   

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

Predecessor Funds

Series of the Stone Harbor Investment Funds that have been reorganized with and into the Funds.

Prospectuses

The prospectuses for the Funds, as amended from time to time

 

PwC

PricewaterhouseCoopers LLP, the independent registered public accounting firm for the Trust

     

Regulations

The Treasury Regulations promulgated under the Code

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

S&P Global Ratings

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

Statement of Additional Information, such as this document, which is a part of a mutual fund registration statement

SEC

U.S. Securities and Exchange Commission

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

 

Stone Harbor

Stone Harbor Investment Partners, a division of Virtus Fixed Income Advisers, LLC, subadviser to the Funds

Strategic Income Fund

Virtus Stone Harbor Strategic Income Fund

Transfer Agent

The Trust’s transfer agent, Virtus Fund Services, LLC

 

Trust

Virtus Opportunities Trust

VAIA

Virtus Alternative Investment Advisers, Inc., the investment adviser to the Funds

 

VFIA

Virtus Fixed Income Advisers, LLC, an affiliate of VIA

 

VFS

Virtus Fund Services, LLC, the Administrator and Transfer Agent of the Trust

Virtus

Virtus Investment Partners, Inc., which is the parent company of the Adviser, Stone Harbor, the Distributor, the Administrator/Transfer Agent and Virtus Partners, Inc.

5


   

Virtus Funds

The family of funds overseen by the Board, consisting of the Funds, other series in the Trust, The Merger Fund®, The Merger Fund® VL, the series of Virtus Asset Trust, the series of Virtus Equity Trust, the series of Virtus Event Opportunities Trust, the series of Virtus Investment Trust, the series of Virtus Alternative Solutions Trust, the series of Virtus Retirement Trust, the series of Virtus Strategy Trust, and the series of Virtus Variable Insurance Trust

Virtus Mutual Funds

The family of funds consisting of the Funds, other series in the Trust, The Merger Fund®, the series of Virtus Asset Trust, the series of Virtus Equity Trust, the series of Virtus Event Opportunities Trust, the series of Virtus Investment Trust, the series of Virtus Alternative Solutions Trust, and the series of Virtus Strategy Trust

VP Distributors

VP Distributors, LLC, the Trust’s Distributor

World Bank

International Bank for Reconstruction and Development, an international financial institution that provides loans to developing countries for capital programs

6


GENERAL INFORMATION AND HISTORY

The Trust is an open-end management investment company organized as a Delaware statutory trust December 18, 1995. Prior to January 27, 2006, the Trust was named “Phoenix-Seneca Funds.” From January 27, 2006 to October 20, 2008, the Trust was named “Phoenix Opportunities Trust.”

Before each Fund identified below commenced operations, all of the property, assets and liabilities of the corresponding Predecessor Fund identified below was transferred to the Fund in a tax-free reorganization as set forth in an agreement and plan of reorganization (each a “Reorganization”) between the Trust on behalf of the Funds and, Stone Harbor Investment Funds, on behalf of the Predecessor Funds. Each Reorganization occured on April 8, 2022. As a result of each Reorganization, each applicable Fund assumed the performance and accounting history of its corresponding Predecessor Fund. Financial and performance information prior to the Reorganizations included in each Fund’s prospectuses and this SAI is that of its Predecessor Fund.

   

Predecessor Fund

Fund

Stone Harbor Emerging Markets Corporate Debt Fund

Virtus Stone Harbor Emerging Markets Corporate Debt Fund

Stone Harbor Emerging Markets Debt Fund

Virtus Stone Harbor Emerging Markets Debt Fund

Stone Harbor Emerging Markets Debt Allocation Fund

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Stone Harbor High Yield Bond Fund

Virtus Stone Harbor High Yield Bond Fund

Stone Harbor Local Markets Fund

Virtus Stone Harbor Local Markets Fund

Stone Harbor Strategic Income Fund

Virtus Stone Harbor Strategic Income Fund

The Trust’s Prospectuses describe the investment objectives of the Funds and the strategies that each Fund will employ in seeking to achieve its investment objective. The respective investment objectives and principal investment strategies for each Fund are non- fundamental policies of the Funds and may be changed without shareholder approval upon 60 days’ notice. The following discussion supplements the disclosure in the Prospectuses.

   

Fund

Investment Objective

 

EM Corporate Debt Fund

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

EM Debt Fund

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

EM Debt Allocation Fund

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

High Yield Fund

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Local Markets Fund

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Strategic Income Fund

The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

Capital Stock and Organization of the Trust

The capitalization of the Trust consists solely of an unlimited number of shares of beneficial interest. The Trust currently offers shares in different series and different classes of those series. The Funds discussed in this SAI are some of the series of the Trust. Holders of shares of a Fund have equal rights with regard to voting, redemptions, dividends, distributions, and liquidations with respect to that Fund. Shareholders of all Funds and the other series of the Trust vote on the election of Trustees. On matters affecting an individual Fund (such as approval of an investment advisory agreement or a change in fundamental investment policies) and also on matters affecting an individual class (such as approval of matters relating to a Plan of Distribution for a particular class of shares), a separate vote of that Fund or class is required. The Trust does not hold regular meetings of shareholders of the Funds. The Board will call a meeting of shareholders of a Fund when at least 10% of the outstanding shares of that Fund entitled to vote on the matter so request in writing. If the Board fails to call a meeting after being so notified, the shareholders may call the meeting. The Board will assist the shareholders by identifying other shareholders or mailing communications, as required under Section 16(c) of the 1940 Act.

7


Shares are fully paid, nonassessable and redeemable when they are issued. Shares do not have cumulative voting rights, preemptive rights or subscription rights. The assets received by the Trust for the issue or sale of shares of each Fund, and any class thereof and all income, earnings, profits and proceeds thereof, are allocated to such Fund and class, respectively, subject only to the rights of creditors, and constitute the underlying assets of such Fund or class. The underlying assets of each Fund are required to be segregated on the books of account and are to be charged with the expenses in respect to such Fund and with a share of the general expenses of the Trust. Any general expenses of the Trust not readily identifiable as belonging to a particular series or class will be allocated by or under the direction of the Board as it determines to be fair and equitable. The Trust is not bound to recognize any transfer of shares of a Fund or class until the transfer is recorded on the Trust’s books pursuant to policies and procedures of the Transfer Agent.

As a Delaware statutory trust, the Trust’s operations are governed by its Amended and Restated Agreement and Declaration of Trust dated March 1, 2001, as amended. A copy of the Trust’s Certificate of Trust, as amended (the “Agreement and Declaration of Trust”), is on file with the Office of the Secretary of State of the State of Delaware, and a copy of the Trust’s Agreement and Declaration of Trust has been filed with the SEC as an exhibit to the Trust’s registration statement. Upon the initial purchase of shares, the shareholder agrees to be bound by the Trust’s Agreement and Declaration of Trust, as it may be amended from time to time. Generally, Delaware statutory trust shareholders are not personally liable for obligations of the Delaware statutory trust under Delaware law. The Delaware Statutory Trust Act (the “Delaware Act”) provides that a shareholder of a Delaware statutory trust shall be entitled to the same limitation of liability extended to shareholders of private for-profit corporations. The Trust’s Agreement and Declaration of Trust expressly provides that the Trust has been organized under the Delaware Act and that the Agreement and Declaration of Trust is to be governed by, and construed and enforced in accordance with, Delaware law. It is nevertheless possible that a Delaware statutory trust, such as the Trust, might become a party to an action in another state whose courts refused to apply Delaware law, in which case the Trust’s shareholders could be subject to personal liability. To guard against this risk, the Agreement and Declaration of Trust (i) contains an express disclaimer of shareholder liability for acts or obligations of the Trust and provides that notice of such disclaimer may be given in each agreement, obligation and instrument entered into or executed by the Trust or its Trustees, (ii) provides for the indemnification out of Trust property of any shareholders held personally liable for any obligations of the Trust or any series of the Trust, and (iii) provides that the Trust shall, upon request, assume the defense of any claim made against any shareholder for any act or obligation of the Trust and satisfy any judgment thereon. Thus, the risk of a Trust shareholder incurring financial loss beyond his or her investment because of shareholder liability is limited to circumstances in which all of the following factors are present: (1) a court refused to apply Delaware law; (2) the liability arose under tort law or, if not, no contractual limitation of liability was in effect; and (3) the Trust itself would be unable to meet its obligations. In the light of Delaware law, the nature of the Trust’s business and the nature of its assets, the risk of personal liability to a Fund shareholder is remote.

The Agreement and Declaration of Trust further provides that unless the Trust consents in writing to the selection of an alternative forum, any suit, action or proceeding brought by or in the right of any shareholder or any person claiming any interest in any shares seeking to enforce any provision of, or based on any matter arising out of, or in connection with, the Agreement and Declaration of Trust or the Trust, any series or class or any shares, shall be brought exclusively in a federal or state court located within the State of Delaware, and all shareholders and other such persons, in dealing with the Trust, shall be (i) deemed to have notice of and consented to such forums and (ii) deemed to have waived any argument relating to the inconvenience of the forums referenced above in connection with any action or proceeding described herein. This forum selection provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with Trustees, officers or other agents of the Trust and its service providers, which may discourage such lawsuits with respect to such claims. If a court were to find the forum selection provision contained in the Agreement and Declaration of Trust to be inapplicable or unenforceable in an action, the Trust may incur additional costs associated with resolving such action in other jurisdictions.

The Agreement and Declaration of Trust further provides that the Trust shall indemnify each of its Trustees and officers against liabilities and expenses reasonably incurred by them, in connection with, or arising out of, any action, suit or proceeding, threatened against or otherwise involving such Trustee or officer, directly or indirectly, by reason of being or having been a Trustee or officer of the Trust. The Agreement and Declaration of Trust does not authorize the Trust to indemnify any Trustee or officer against any liability to which he or she would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

Under the Agreement and Declaration of Trust, the Trust is not required to hold annual meetings to elect Trustees or for other purposes. It is not anticipated that the Trust will hold shareholders’ meetings unless required by law or the Agreement and Declaration of Trust. The Trust will be required to hold a meeting to elect Trustees to fill any existing vacancies on the Board if, at any time, fewer than a majority of the Trustees have been elected by the shareholders of the Trust. The Board is required to call a meeting for the purpose of considering the removal of persons serving as Trustee if requested in writing to do so by the holders of not less than 10% of the outstanding shares of the Trust.

Shares of the Trust do not entitle their holders to cumulative voting rights, so that the holders of more than 50% of the outstanding shares of the Trust may elect all of the Trustees, in which case the holders of the remaining shares would not be able to elect any Trustees. As determined by the Trustees, shareholders are entitled to one vote for each dollar of NAV (number of shares held times the NAV of the applicable class of the applicable series).

8


Pursuant to the Agreement and Declaration of Trust, the Trustees may create additional funds by establishing additional series of shares in the Trust. The establishment of additional series would not affect the interests of current shareholders in the existing series, including the Funds. Pursuant to the Agreement and Declaration of Trust, the Trustees may establish and issue multiple classes of shares for each Fund.

Each share of each class of a Fund is entitled to such dividends and distributions out of the income earned on the assets belonging to that Fund which are attributable to such class as are declared in the discretion of the Trustees. In the event of the liquidation or dissolution of the Trust, shares of each class of each Fund are entitled to receive their proportionate share of the assets which are attributable to such class of such Fund and which are available for distribution as the Trustees in their sole discretion may determine. Shareholders are not entitled to any preemptive, conversion or subscription rights. All shares, when issued, will be fully paid and non-assessable by the Trust.

Subject to shareholder approval (if then required), the Trustees may authorize each Fund to invest all or part of its investable assets in a single open-end investment company that has substantially the same investment objectives, principal investment strategies, and policies and restrictions as the Fund. As of the date of this SAI, the Trustees do not have any plan to authorize any Fund to so invest its assets.

Diversification of Funds

The Local Markets Fund is non-diversified under the 1940 Act. However, the Fund intends to diversify its assets to the extent necessary to qualify for tax treatment as a RIC under the Code. (For information regarding qualification under the Code, see “Dividends, Distributions and Taxes” in this SAI.)

Fund Names and Investment Policies

Each of the Funds noted below has a name that suggests a focus on a particular type of investment. In accordance with Rule 35d-1 under the 1940 Act, each of these Funds has adopted a policy that it will, under normal circumstances, invest at least 80% of its assets in investments of the type suggested by its name. For this policy, “assets” means net assets plus the amount of any borrowings for investment purposes. In addition, in appropriate circumstances, synthetic investments may be included in the 80% basket if they have economic characteristics similar to the other investments included in the basket. A Fund’s policy to invest at least 80% of its assets in such a manner is not a “fundamental” one, which means that it may be changed without a vote of a majority of the Fund’s outstanding shares as defined in the 1940 Act. However, under Rule 35d-1, shareholders must be given written notice at least 60 days prior to any change by a Fund of its 80% investment policy.

Each of the Funds listed below has a policy that states at least 80% of its assets will be invested in investments of the type suggested by its name.

   

EM Corporate Debt Fund

EM Debt Fund

EM Debt Allocation Fund

High Yield Fund

Local Markets Fund

 

Portfolio Turnover

The portfolio turnover rate of each Fund is calculated by dividing the lesser of purchases or sales of portfolio securities during the fiscal year by the monthly average of the value of the Fund’s securities (excluding all securities, including options, with maturities at the time of acquisition of one year or less). All long-term securities, including long-term U.S. Government securities, are included. A high rate of portfolio turnover generally involves correspondingly greater brokerage commission expenses, which must be borne directly by the Fund. Turnover rates may vary greatly from year to year as well as within a particular year and also may be affected by cash requirements for redemptions of each Fund’s shares by requirements that enable the Trust to receive certain favorable tax treatments. The portfolio turnover rate for each Fund that has completed a fiscal period of operations is set forth in its summary prospectus and under “Financial Highlights” in the statutory prospectus.

For Emerging Markets Corporate Debt Fund, portfolio turnover in the fiscal year ended May 31, 2022, decreased from the prior year turnover of 55% to 14% as the subadviser saw a lack of new issuance for names that would be appropriate for the strategy. For High Yield Bond Fund, portfolio turnover in the fiscal year ended May 31, 2022, decreased from the prior year turnover of 94% to 55%. The fiscal year ended May 31, 2021 was atypically high due to pandemic-induced market volatility and a rotation in the Fund to more aggressive sectors, capitalizing on the market selloff. Portfolio turnover reverted to more typical levels in fiscal year ended May 31, 2022 as economic shutdowns were lifted and social restrictions were loosened. For Local Markets Fund, portfolio turnover in the fiscal year ended May 31, 2022, decreased from the prior year turnover of 95% to 67% due to a generally less liquid market. In addition, bid offer spreads were wider and thus the relative value opportunity trading costs were higher. Less trading among bonds along the curves from the same country were a result. For Strategic Income Fund, portfolio turnover in the fiscal year ended May 31, 2022, increased from the prior year turnover of 13% to 120%. The variation in the Fund’s turnover rates can be attributed to above average inflows and outflows in the Fund.

9


Disclosure of Portfolio Holdings

The Trustees of the Trust have adopted a policy with respect to the protection of certain non-public information which governs disclosure of the Funds' portfolio holdings. This policy provides that the Funds' portfolio holdings information generally may not be disclosed to any party prior to the information becoming public.

Divulging Fund portfolio holdings to selected third parties is permissible only when the affected party has legitimate business purposes for doing so and the recipients are subject to a duty of confidentiality.

Public Disclosures

In accordance with rules established by the SEC, each Fund sends semiannual and annual reports to shareholders that contain a full listing of portfolio holdings as of the second and fourth fiscal quarters, respectively, within 60 days of quarter end. The Funds also disclose complete portfolio holdings as of the end of the first and third fiscal quarters on Form N-PORT, which is filed with the SEC within 60 days of quarter end. The Funds’ shareholder reports are available on Virtus’ Web site at virtus.com. The Funds also make publicly available on Virtus’ Web site a full listing of portfolio holdings as of the end of each month with a 30-day delay. Portfolio holdings may be released sooner at the Administrator’s discretion. This information will be available on the Web site until full portfolio holdings information becomes publicly available as described above. Certain of The Funds also provide publicly-available portfolio holdings information directly to ratings agencies, the frequency and timing of which is determined under the terms of the contractual arrangements with such agencies, and may provide to financial intermediaries, upon request, monthly portfolio holdings for periods included in publicly-available quarterly portfolio holdings disclosures.

Other Disclosures

The Trust and/or the Administrator may authorize the disclosure of non-public portfolio holdings information under certain limited circumstances. The Funds’ policy provides that non-public disclosures of a Fund’s portfolio holdings may only be made if (i) the Fund has a legitimate business purpose for making such disclosure and (ii) the party receiving the non-public information is subject to a duty of confidentiality. Federal law also prohibits recipients of non-public portfolio holdings information from trading on such information. The Administrator will consider any actual or potential conflicts of interest between Virtus and the Funds’ shareholders and will act in the best interest of the Funds’ shareholders with respect to any such disclosure of portfolio holdings information. If a potential conflict can be resolved in a manner that does not present detrimental effects to the Funds’ shareholders, the Administrator may authorize release of portfolio holdings information. Conversely, if the potential conflict cannot be resolved in a manner that does not present detrimental effects to the Funds’ shareholders, the Administrator will not authorize such release.

Ongoing Arrangements to Disclose Portfolio Holdings

As previously authorized by the Funds’ Board and/or the Funds’ Administrator, the Funds periodically disclose non-public portfolio holdings on a confidential basis to various service providers that require such information in order to assist the Funds in their day-to-day operations, as well as public information to certain ratings organizations. In addition to Virtus and its affiliates, the entities receiving non-public portfolio holdings as of the date of this SAI are described in the following table. The table also includes information as to the timing of these entities receiving the portfolio holdings information from the Funds.

Non-Public Portfolio Holdings Information

     

Type of Service Provider

Name of Service Provider

Timing of Release of Portfolio Holdings Information

Adviser

VAIA

Daily, with no delay

Subadviser

Stone Harbor

Daily, with no delay

Administrator

Virtus Fund Services

Daily, with no delay

Distributor

VP Distributors

Daily, with no delay

Custodian and Security Lending Agent

BNY Mellon

Daily, with no delay

Sub-administrative and Accounting Agent and Sub-transfer Agent

BNY Mellon

Daily, with no delay

   

Independent Registered Public Accounting Firm

PwC

Annual Reporting Period, within 15 business days of end of reporting

   

Typesetting and Printing Firm for Financial Reports

Donnelley Financial Solutions, Inc.

Quarterly, within 60 days of end of reporting period

Proxy Voting Service

Institutional Shareholder Services

Monthly

10


     

Type of Service Provider

Name of Service Provider

Timing of Release of Portfolio Holdings Information

Performance Analytics Firm

FactSet Research Systems, Inc.

Daily, with no delay

Liquidity Management Analytics System

MSCI Group

Daily, with no delay

Class Action Service Provider

Financial Recovery Technologies and Institutional Shareholder Services

Daily, with no delay

Back-end Compliance Monitoring System

BNY Mellon

Daily, with no delay

Code of Ethics

StarCompliance, LLC

Daily, with no delay

Public Portfolio Holdings Information

     

Type of Service Provider

Name of Service Provider

Timing of Release of Portfolio Holdings Information

Portfolio Redistribution Firms

Bloomberg, FactSet Research Systems, Inc. and Thomson Reuters

Fiscal quarter with a 60-day delay for all funds except Long/Short Equity Fund.

Rating Agencies

Lipper Inc. and Morningstar

Fiscal quarter with a 60-day delay for all funds except Long/Short Equity Fund.

Virtus Public Web site

Virtus Investment Partners, Inc.

Fiscal quarter with a 60-day delay for all funds except Long/Short Equity Fund.

These service providers are required to keep all non-public information confidential and are prohibited from trading based on the information or otherwise using the information except as necessary in providing services to the Funds. There is no guarantee that the Funds’ policies on use and dissemination of holdings information will protect the Funds from the potential misuse of holdings by individuals or firms in possession of such information.

Other Virtus Mutual Funds

In addition to the Funds of the Trust, the funds commonly referred to as “Virtus Mutual Funds” also include The Merger Fund®, the series of Virtus Alternative Solutions Trust, the series of Virtus Asset Trust, the series of Virtus Equity Trust, the series of Virtus Event Opportunities Trust, the series of Virtus Investment Trust, the other series of Virtus Opportunities Trust, and the series of Virtus Strategy Trust. Virtus Mutual Funds are generally offered in multiple classes. The following chart shows the share classes offered by each Virtus Mutual Fund as of the date of this SAI:

                     

Trust

Fund

Class/Shares

A

C

I

R6

P

Institutional

Administrative

The Merger Fund®

The Merger Fund®

X

 

X

       

Virtus Alternative Solutions Trust

Virtus Duff & Phelps Select MLP and Energy Fund

X

X

X

       

Virtus KAR Long/Short Equity Fund

X

X

X

X

     

Virtus Asset Trust

Virtus Ceredex Large-Cap Value Equity Fund

X

X

X

X

     

Virtus Ceredex Mid-Cap Value Equity Fund

X

X

X

X

     

Virtus Ceredex Small-Cap Value Equity Fund

X

X

X

X

     

Virtus Seix Core Bond Fund

X

 

X

X

     

Virtus Seix Corporate Bond Fund

X

X

X

X

     

Virtus Seix Floating Rate High Income Fund

X

X

X

X

     

Virtus Seix High Grade Municipal Bond Fund

X

 

X

       

Virtus Seix High Income Fund

X

 

X

X

     

Virtus Seix High Yield Fund

X

 

X

X

     

Virtus Seix Investment Grade Tax-Exempt Bond Fund

X

 

X

       

Virtus Seix Short-Term Bond Fund

X

X

X

       

Virtus Seix Short-Term Municipal Bond Fund

X

 

X

       

Virtus Seix Total Return Bond Fund

X

 

X

X

     

Virtus Seix U.S. Government Securities Ultra-Short Bond Fund

X

 

X

X

     

Virtus Seix U.S. Mortgage Fund

X

X

X

       

Virtus Seix Ultra-Short Bond Fund

X

 

X

       

Virtus SGA International Growth Fund

X

 

X

X

     

Virtus Silvant Large-Cap Growth Stock Fund

X

 

X

X

     

11


                 
 

Virtus Silvant Small-Cap Growth Stock Fund

X

 

X

       

Virtus Zevenbergen Innovative Growth Stock Fund

X

 

X

X

     

Virtus Equity Trust

Virtus KAR Capital Growth Fund

X

X

X

X

     

Virtus KAR Equity Income Fund

X

X

X

X

     

Virtus KAR Global Quality Dividend Fund

X

X

X

X

     

Virtus KAR Mid-Cap Core Fund

X

X

X

X

     

Virtus KAR Mid-Cap Growth Fund

X

X

X

X

     

Virtus KAR Small-Cap Core Fund

X

X

X

X

     

Virtus KAR Small-Cap Growth Fund

X

X

X

X

     

Virtus KAR Small-Cap Value Fund

X

X

X

X

     

Virtus KAR Small-Mid Cap Core Fund

X

X

X

X

     

Virtus KAR Small-Mid Cap Growth Fund

X

X

X

X

     

Virtus KAR Small-Mid Cap Value Fund

X

X

X

X

     

Virtus SGA Emerging Markets Growth Fund

X

X

X

X

     

Virtus SGA Global Growth Fund

X

X

X

X

     

Virtus SGA New Leaders Growth Fund

X

X

X

X

     

Virtus Tactical Allocation Fund

X

X

X

X

     
               

Virtus Event Opportunities Trust

Virtus Westchester Credit Event Fund

X

 

X

       

Virtus Westchester Event-Driven Fund

X

 

X

       
               

Virtus Investment Trust

Virtus Emerging Markets Opportunities Fund

X

X

 

X

X

X

 

Virtus Global Small-Cap Fund

X

X

   

X

X

 

Virtus Income & Growth Fund

X

X

   

X

X

 

Virtus KAR Health Sciences Fund

X

X

   

X

X

 

Virtus NFJ Dividend Value Fund

X

X

 

X

X

X

X

Virtus NFJ International Value Fund

X

X

 

X

X

X

X

Virtus NFJ Large-Cap Value Fund

X

X

 

X

X

X

X

Virtus NFJ Mid-Cap Value Fund

X

X

 

X

X

X

X

Virtus NFJ Small-Cap Value Fund

X

X

 

X

X

X

X

Virtus Silvant Focused Growth Fund

X

X

 

X

X

X

X

Virtus Silvant Mid-Cap Growth Fund

X

X

   

X

X

X

Virtus Small-Cap Fund

X

X

 

X

X

X

 

Virtus Technology Fund

X

X

   

X

X

X

Virtus Opportunities Trust

Virtus Duff & Phelps Global Infrastructure Fund

X

X

X

X

     

Virtus Duff & Phelps Global Real Estate Securities Fund

X

X

X

X

     

Virtus Duff & Phelps International Real Estate Securities Fund

X

X

X

       

Virtus Duff & Phelps Real Asset Fund

X

X

X

       

Virtus Duff & Phelps Real Estate Securities Fund

X

X

X

X

     

Virtus FORT Trend Fund

X

X

X

X

     

Virtus KAR Developing Markets Fund

X

X

X

X

     

Virtus KAR Emerging Markets Small-Cap Fund

X

X

X

X

     

Virtus KAR International Small-Mid Cap Fund

X

X

X

X

     

Virtus Newfleet Core Plus Bond Fund

X

X

X

X

     

Virtus Newfleet High Yield Fund

X

X

X

X

     

Virtus Newfleet Low Duration Core Plus Bond Fund

X

X

X

X

     

Virtus Newfleet Multi-Sector Intermediate Bond Fund

X

X

X

X

     

Virtus Newfleet Multi-Sector Short Term Bond Fund (*)

X

X

X

X

     

Virtus Newfleet Senior Floating Rate Fund

X

X

X

X

     

Virtus Seix Tax-Exempt Bond Fund

X

X

X

       

Virtus Vontobel Emerging Markets Opportunities Fund

X

X

X

X

     

Virtus Vontobel Foreign Opportunities Fund

X

X

X

X

     

Virtus Vontobel Global Opportunities Fund

X

X

X

X

     

Virtus Vontobel Greater European Opportunities Fund

X

X

X

       

Virtus Strategy Trust

Virtus Convertible Fund

X

X

 

X

X

X

X

Virtus Duff & Phelps Water Fund

X

X

   

X

X

 

Virtus Global Allocation Fund

X

X

 

X

X

X

X

12


                 
 

Virtus International Small-Cap Fund

X

X

 

X

X

X

X

Virtus Newfleet Short Duration High Income Fund

X

X

 

X

X

X

 

Virtus NFJ Emerging Markets Value Fund

X

X

   

X

X

 

Virtus NFJ Global Sustainability Fund

X

     

X

X

 

Virtus Seix High Yield Income Fund

X

X

   

X

X

X

(*) Virtus Newfleet Multi-Sector Short Term Bond Fund also offers Class C1 Shares.

13


MORE INFORMATION ABOUT FUND INVESTMENT STRATEGIES & RELATED RISKS

The following investment strategies and policies supplement each Fund’s investment strategies and policies set forth in the Funds’ prospectuses. Some of the investment strategies and policies described below and in each Fund’s prospectus set forth percentage limitations on a Fund’s investment in, or holdings of, certain types of investments. Unless otherwise required by law or stated in this SAI, compliance with these strategies and policies will be determined immediately after the acquisition of such investments by the Fund. Subsequent changes in values, net assets, or other circumstances will not be considered when determining whether the investment complies with the Fund’s investment strategies and policies.

Throughout this section, the term the “Fund” may be used to refer to any Fund.

     

Investment Technique

Description and Risks

Fund-Specific Limitations

Commodities-Related Investing

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, instruments. Debt, or fixed income, instruments (which include corporate bonds, commercial paper, debentures, notes, government securities, municipal obligations, state- or state agency-issued obligations, obligations of 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 instruments 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 instrument’s maturity. Some debt instruments, such as zero-coupon bonds (discussed below), do not pay interest but may be sold at a deep discount from their face value.

Yields on debt instruments 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 instruments 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 instruments, while a decline in interest rates generally will increase the value of the same instruments. The achievement of a Fund’s investment objective depends in part on the continuing ability of the issuers of the debt instruments in which the Fund invests to meet their obligations for the payment of principal and interest when due. Obligations of issuers of debt instruments are subject to the provisions of bankruptcy, insolvency, sovereign immunity, and other laws that

 

14


     

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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 instruments 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 than 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 conversion, convertible securities have characteristics similar to nonconvertible debt securities. Convertible securities often rank senior to common stock in a corporation’s capital structure and, therefore, are often viewed as entailing 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 nonconvertible 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 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 an appropriate 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 Fixed Income Securities (Junk Bonds)” 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

 

15


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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 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 ETNs 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 ETNs 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 trades at a premium or discount to its market benchmark or strategy.

 

High-Yield Fixed Income Securities (“Junk Bonds”)

Investments in securities rated “BB” or below by S&P or Fitch, 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

 

16


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

securities also tend to be more sensitive to economic conditions than higher-rated securities. As a result, they generally involve more credit risks than securities in the higher-rated categories. During an economic downturn or a sustained period of rising interest rates, highly leveraged issuers of low-rated securities may experience financial stress and may not have sufficient revenues to meet their payment obligations. The issuer’s ability to service its debt obligations may also be adversely affected by specific corporate developments, the issuer’s inability to meet specific projected business forecasts or the unavailability of additional financing. The risk of loss due to default by an issuer of low-rated securities is 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.

 
   

Interest Rate Environment Risk

Changing interest rates, may have unpredictable effects on markets, may result in heightened market volatility and may detract from a Fund’s performance to the extent the Fund is exposed to such interest rates. A low interest rate environment may have an adverse impact on each Fund’s ability to provide a positive yield to its shareholders and pay expenses out of Fund assets because of the low yields from the Fund’s portfolio investments. Alternatively, a general rise in interest rates has the potential to cause investors to move out of fixed-income securities on a large scale, which may increase redemptions from a Fund that holds large amounts of fixed-income securities. Heavy redemptions could cause the Fund to sell assets at inopportune times or at a loss or depressed value and could hurt the Fund’s performance.

 

17


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

Further, Federal Reserve policy changes may expose fixed-income and related markets to heightened volatility and may reduce liquidity for certain Fund investments, which could cause the value of a Funds’ investments and a Funds’ share price to decline or create difficulties for the Fund in disposing of investments. A Fund that invests in derivatives tied to fixed-income markets may be more substantially exposed to these risks than a Fund that does not invest in derivatives.

A Fund could also be forced to liquidate its investments at disadvantageous times or prices, thereby adversely affecting the Fund. To the extent a Fund experiences high redemptions because of these policy changes, the Fund may experience increased portfolio turnover, which will increase the costs that the Fund incurs and lower the Fund’s performance.

 
   

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.

 

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.

 

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.

There is typically a limited amount of public information available about loans because loans normally are not registered with the SEC or any state securities commission or listed on any securities exchange. Certain of the loans in which a Fund may invest may not be considered “securities,” and therefore the Fund may not be entitled to rely on the anti-fraud protections of the federal securities laws with respect to those loans in the event of fraud or misrepresentation by a borrower. A Fund may come into possession of material, non- public information about a borrower as a result of the Fund’s ownership of a loan or other floating-rate instrument of the borrower. Because of prohibitions on trading in securities of issuers while in possession of material, non-public information, the Fund might be unable to enter into a transaction in a publicly-traded security of the borrower when it would otherwise be advantageous to do so.

Loans trade in an unregulated inter-dealer or inter-bank secondary market. Purchases and sales of loans are generally subject to contractual restrictions that must be satisfied before a

 

18


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

loan can be bought or sold. These restrictions may (i) impede the Fund’s ability to buy or sell loans; (ii) negatively affect the transaction price; affect the counterparty credit risk borne by the Fund; (iv) impede the Fund’s ability to timely vote or otherwise act with respect to loans; and (v) expose the Fund to adverse tax or regulatory consequences.

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.”

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.)

Certain Funds invest significantly in floating rate loans that have interest rate provisions linked to LIBOR. LIBOR is used extensively in the U.S. and globally as a “benchmark” or “reference rate” for such loans. However, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced plans to phase out the use of LIBOR. Certain U.S. dollar LIBOR publications were discontinued at the end of 2021,while the remainder are expected to end by mid-2023.

The discontinuation of LIBOR may impact the functioning, liquidity, and value of floating rate loans. The extent of this impact will depend on the specific loans, as well as the terms of those loans. Many loans have interest rate provisions referencing LIBOR that, when drafted, did not contemplate the permanent discontinuation of LIBOR and, as a result, there may be uncertainty or disagreement over how the loans should be interpreted. For example, loans without fallback language, or with fallback language that does not contemplate the discontinuation of LIBOR, could become less liquid and/or change in value as the date approaches when LIBOR will no longer be updated. Further, the interest rate provisions of these loans may need to be renegotiated. Finally, there may be other risks related to the discontinuation of LIBOR, such as loan price volatility risk and technology or systems risk.

Currently, the U.S. and other countries are working to replace LIBOR with alternative reference rates. The transition effort in the U.S. is being led by the Alternative Reference Rate Committee (“ARRC”), a diverse group of market participants convened by the Federal Reserve. After much deliberation, ARRC selected the Secured Overnight Financing Rate (“SOFR”) as the preferred LIBOR successor for U.S. dollar markets. SOFR is a volume-weighted median of borrowing rates from the Treasury repurchase agreement market. National working groups in other jurisdictions have similarly identified overnight nearly risk-free rates like SOFR as their preferred alternatives to LIBOR. The alternative reference rates may be more volatile than LIBOR and may perform erratically until widely accepted within the marketplace. The risks associated with this discontinuation and transition will persist if the work necessary to effect an orderly transition to an alternative reference rate is not completed in a timely manner.

The shift to SOFR from LIBOR also brings pricing challenges for borrowers and loan issuers, who prefer exposure to credit benchmarks that will adjust to shifts in credit market

 

19


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

conditions. SOFR is based on the U.S. repurchase agreement market, which has no credit risk and may fall during times of stress. LIBOR, by contrast, measures bank borrowing costs and rises during periods of stress. Lenders are adapting by pricing loans with a spread to SOFR. However, there are risks that this spread could underprice risks if there are unexpected periods of credit stress.

 

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 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 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.

 

20


         

Investment Technique

Description and Risks

Fund-Specific Limitations

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.

 

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.

 

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.

 

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.

 

Municipal Leases

Each 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.)

 

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

Bond anticipation notes are issued to provide interim financing until long-term financing can

 

21


         

Investment Technique

Description and Risks

Fund-Specific Limitations

Notes

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 deem the Fund an “insider” of the issuer for purposes of the Federal securities laws, and expose the Fund to material non- public information of the issuer, and therefore may restrict the Fund’s ability to purchase or sell a particular security when it might otherwise desire to do so. Participation by 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.

 

Ratings

The rating or quality of a debt security refers to a rating 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.

 

22


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

 

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 circumstances to participate in debt conversion programs. Emerging market country sovereign debt involves a higher degree of risk than that of 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.

 

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 Bonds and, among other factors, the history of

 

23


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

 

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 securities 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.

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 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

 

24


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.)

 

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 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.

 
   

Derivative Instruments

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 in pursuit of its investment objective(s) and policies (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. Investments in derivatives

 

25


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

in general 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.

SEC Rule 18f-4 (“Rule 18f-4” or the “Derivatives Rule”) regulates the ability of a Fund to enter into derivative transactions and other leveraged transactions. The Derivatives Rule defines the term “derivatives” to include short sales and forward contracts, such as TBA transactions, in addition to instruments traditionally classified as derivatives, such as swaps, futures, and options. Rule 18f-4 also regulates other types of leveraged transactions, such as reverse repurchase transactions and transactions deemed to be “similar to” reverse repurchase transactions, such as certain securities lending transactions in connection with which a Fund obtains leverage. Among other things, under Rule 18f-4, a Fund is prohibited from entering into these derivatives transactions except in reliance on the provisions of the Derivatives Rule. The Derivatives Rule establishes limits on the derivatives transactions that a Fund may enter into based on the value-at-risk (“VaR”) of the Fund inclusive of derivatives. A Fund will generally satisfy the limits under the Rule if the VaR of its portfolio (inclusive of derivatives transactions) does not exceed 200% of the VaR of its “designated reference portfolio.” The “designated reference portfolio” is a representative unleveraged index or a Fund’s own portfolio absent derivatives holdings, as determined by such Fund’s derivatives risk manager. This limits test is referred to as the “Relative VaR Test.” As a result of the Relative VaR Test, a Fund may not seek returns in excess of 2x the Underlying Index.

In addition, among other requirements, Rule 18f-4 requires a Fund to establish a derivatives risk management program, appoint a derivatives risk manager, and carry out enhanced reporting to the Board, the SEC and the public regarding a Fund’s derivatives activities. These new requirements will apply unless a Fund qualifies as a “limited derivatives user,” which the Derivatives Rule defines as a fund that limits its derivatives exposure to 10% of its net assets. It is possible that the limits and compliance costs imposed by the Derivatives Rule may adversely affect a Fund’s performance, efficiency in implementing its strategy, liquidity and/or ability to pursue its investment objectives and may increase the cost of such Fund’s investments and cost of doing business, which could adversely affect investors.

 
   

Commodity Interests

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. Investing in commodity interests, outside of certain conditions required to qualify for exemption or exclusion, will cause a Fund to be deemed a commodity pool, thereby subjecting the Fund to regulation under the CEA and CFTC rules. In that event, the Adviser will be registered as a Commodity Pool Operator, the Fund’s subadviser will be registered as a Commodity Trading Adviser, and the Fund will be operated in accordance with CFTC rules. Because of the applicable registration requirements and rules, investing a Fund’s assets in commodity interests could cause the Fund to incur additional expenses. Alternatively, to the extent that a Fund limits its exposure to commodity interests in order to qualify for exemption from being considered a commodity pool, the Fund’s use of investment techniques described in its Prospectus and this SAI may be limited or restricted. However, as of the date of this SAI, 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 under CFTC Regulation 4.5 or exemption under another CFTC regulation.

 

Credit-linked Notes

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

 

26


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

 

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 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.)

 

Eurodollar Instruments

The Funds may invest in Eurodollar instruments. Eurodollar instruments 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.

 

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 Fund may experience adverse consequences, leaving it 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

 

27


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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 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 techniques 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

 

28


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors, (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the 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.

 
   

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.

 

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.

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 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.)

 
   

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

 

29


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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 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.

 

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

 

30


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

less than the minimum number required for exercise may be required either to sell the warrants or to purchase additional warrants, thereby incurring additional transaction costs. Upon exercise of warrants, there may be a delay between the time the holder gives instructions to exercise and the time the exchange rate relating to exercise is determined, thereby affecting both the market and cash settlement values of the warrants being exercised. The expiration date of the warrants may be accelerated if the warrants should be delisted from an exchange or if their trading should be suspended permanently, which would result in the loss of any remaining “time value” of the warrants (i.e., the difference between the current market value and the exercise value of the warrants), and, if the warrants were “out-of-the-money,” in a total loss of the purchase price of the warrants.

Warrants are generally unsecured obligations of their issuers and are not standardized foreign currency options issued by the 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.

 

Performance Indexed Paper

Performance indexed paper is commercial 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.

 

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 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 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 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 currency 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.

 
   

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 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

 

31


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

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. Volatility futures also are traded on foreign exchanges such as Eurex. Dividend futures are also traded on foreign exchanges such as Eurex, NYSE Euronext Liffe, London Stock Exchange 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.

Except as otherwise described in this SAI, 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 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.

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. A Fund’s ability to claim an exclusion or exemption from the definition of a commodity pool may be limited when the Fund invests in futures contracts. (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.)

 

32


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

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 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 may also 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

 

33


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

elect to close out their contracts through off- setting transactions rather than to meet margin deposit requirements. In such case, distortions in the normal relationship between the cash and futures markets could result. Price distortions could also result if investors in futures contracts opt to make or take delivery of the underlying securities rather than to engage in closing transactions because such action would reduce the liquidity of the futures market. In addition, from the point of view of speculators, because the deposit requirements in the futures markets are less onerous than margin requirements in the cash market, increased participation by speculators in the futures market could cause temporary price distortions. Due to the possibility of price distortions in the futures market and because of the imperfect correlation between movements in the prices of securities and movements in the prices of futures contracts, a correct forecast of market trends may still not result in a successful hedging transaction.

Compared to the purchase or sale of futures contracts, the purchase of put or call options on futures contracts involves less potential risk for the Fund because the maximum amount at risk is the premium paid for the options plus transaction costs. However, there may be circumstances when the purchase of an option on a futures contract would result in a loss to the Fund while the purchase or sale of the futures contract would not have resulted in a loss, such as when there is no movement in the price of the underlying securities.

For additional information about options transactions, see “Options” under “Derivative Investments” in this section of the SAI.

 
   

Mortgage-Related and Other Asset- Backed Securities

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, 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

 

34


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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. Generally 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.

 

Collateralized Mortgage Obligations (“CMOs”)

CMOs are hybrid instruments with characteristics of both mortgage- backed and mortgage pass-through securities. 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. 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.

 

35


             

Investment Technique

Description and Risks

Fund-Specific Limitations

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.)

 

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 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 U.S. 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

 

36


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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 a 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 Restrictions” section of this SAI by virtue of the exclusion from the test available to all U.S. Government securities. 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.

The Funds will consider the assets underlying privately-issued, mortgage-related securities, and other asset-backed securities, when determining the industry of such securities for purposes of the Funds’ industry concentration restrictions set forth in the “Investment Restrictions” section of this SAI, and as a result such securities may not be deemed by the Funds to represent the same industry or group of industries. 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.

 

37


         

Investment Technique

Description and Risks

Fund-Specific Limitations

Other Asset-Backed Securities

Through trusts and other special purpose entities, various types of securities based on financial assets other than mortgage loans are increasingly available, in both pass-through structures similar to mortgage pass-through securities described above and in other structures more like CMOs. As with mortgage-related securities, these asset-backed securities are often backed by a pool of financial assets representing the obligations of a number of different parties. They often include credit-enhancement features similar to mortgage-related securities.

Financial assets on which these securities are based include automobile receivables; credit card receivables; loans to finance boats, recreational vehicles, and mobile homes; computer, copier, railcar, and medical equipment leases; and trade, healthcare, and franchise receivables. In general, the obligations supporting these asset-backed securities are of shorter maturities than mortgage loans and are less likely to experience substantial prepayments. However, obligations such as credit card receivables are generally unsecured and the obligors are often entitled to protection under a number of 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.

 

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.

 
   

Options

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.

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

 

38


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

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.

If the only derivatives in which a Fund invests are covered options, 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.

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

 

39


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

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 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.)

 
   

Options on Indexes and “Yield Curve” Options

Each Fund may enter into options on indexes or options on 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.

 

Reset Options

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

 

40


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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 required to pay a higher premium than would have been the case at the initiation of the option.

 

Swaptions

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 organization 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.

 
   

Swap Agreements

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”).

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 “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

 

41


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

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, 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.)

The SEC and the CFTC have developed rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act to create a comprehensive regulatory framework for swap transactions. Under the regulations, certain swap transactions will be required to be executed on a regulated trading platform and cleared through a derivatives clearing organization. Additionally, the regulations 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 regulatory requirements. The Adviser is continuing to monitor the implementation of these regulations and to assess their impact on the Funds.

 

Credit Default Swap Agreements

Each Fund may enter into credit default swap agreements. A credit default swap is a 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 must either sell particular obligations issued by 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 periodic 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.

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.

 
   

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.

 

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.

 

42


         

Investment Technique

Description and Risks

Fund-Specific Limitations

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.

 

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 attempt to hedge equity market risk or adjust exposure to the equity markets.

 

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.

 

Securities of Small and Mid Capitalization

While small and medium-sized issuers in which a Fund invests may offer greater opportunities for capital appreciation than larger market capitalization issuers, investments

 

43


         

Investment Technique

Description and Risks

Fund-Specific Limitations

Companies

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 investment and not as a vehicle for seeking short-term profits. Similarly, an investment in a Fund solely 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.

 

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. Generally a 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).

 

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” or “frontier 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 or securities. 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.

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.

 

44


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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 an eligible 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.

A fund that has significant exposure to certain countries can be expected to be impacted by the political and economic conditions within such countries. There is continuing uncertainty around the future of the euro and the European Union (EU) following the United Kingdom’s vote to exit the EU in June 2016. In March 2017, the United Kingdom invoked a treaty provision that sets out the basics of a withdrawal from the EU and provides that negotiations must be completed within two years, unless all EU member states agree on an extension. The United Kingdom left the EU on January 31, 2020, followed by a transition period during which businesses and others prepared for the new post-Brexit rules that took effect on January 1, 2021. While a limited deal was reached prior to December 31, 2020, many aspects are still to be determined, including those related to financial services. Significant uncertainty remains in the market regarding the ramifications of the withdrawal of the United Kingdom from the European Union, and the range and potential implications of possible political, regulatory, economic and market outcomes are difficult to predict. Continuing Brexit issues and negotiations may cause greater market volatility and illiquidity, currency fluctuations, deterioration in economic activity, a decrease in business confidence, and increased likelihood of a recession in the United Kingdom. While it is not possible to determine the precise impact these events may have on the Fund, during this period and beyond, the impact on the United Kingdom, EU countries, other countries or parties that transact with the United Kingdom and EU, and the broader global economy could be significant and could adversely affect the value and liquidity of the Fund’s investments. In addition, if one or more countries were to exit the EU or abandon the use of the euro as a currency, the value of investments tied to those countries or the euro could decline significantly and unpredictably.

 

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

 

45


             

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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 Fund’s 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 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.)

 

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 subadviser 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 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

 

46


             

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

Regulatory regimes outside of the US may not require or enforce corporate governance standards comparable to that of the US, which may result in less protections for investors in such issuers and make such issuers more susceptible to actions not in the best interest of the issuer or its investors.

In December 2020, the Holding Foreign Companies Accountable Act (the “HFCAA”) was signed into law. The HFCAA directs the SEC to prohibit securities of a registrant from being listed on any US stock exchanges if, for three consecutive years, the PCAOB determines it was unable to inspect the auditor of the registrant's financial statements. The HFCAA also requires a foreign registrant to provide certain disclosures if the registrant files an annual report that includes an audit report from an auditor that was not subject to Public Company Accounting Oversight Board inspection. In December 2021, the SEC adopted final amendments implementing the disclosure and submission requirements of the HFCAA. The potential impact of the HFCAA is unclear at this time, but it may limit the securities in which a Fund may invest.

 

China Investment via China Bond Connect

Certain Funds currently do or are permitted to invest in mainland China. Such investments are or are intended to be made through the China Interbank Bond Market (“CIBM”) by way of Bond Connect. Bond Connect is a bond trading link between China and Hong Kong which allows foreign institutional investors to invest in onshore Chinese bonds and other debt instruments traded on the CIBM. A Fund may invest directly in the instruments traded on the CIBM via the Bond Connect.

 

China Interbank Bond Market Risk

Investment in the CIBM by a Fund is subject to regulatory risks. The relevant rules and regulations on investments in the CIBM are subject to changes which may have potential retrospective effect. In the event that the relevant Chinese authorities suspend accounts opening or trading in CIBM, a Fund's ability to invest in CIBM will be limited and, after exhausting other trading alternatives, a Fund may suffer a loss of the investment in the CIBM. In addition, any suspension to trading in CIBM may result in a Fund being unable to dispose of securities and may introduce difficulties in repatriating sales proceeds. In turn, this may increase liquidity risk. Moreover, although there is no quota restriction under the CIBM investment regulations, relevant information about the Fund's investments (such as the anticipated investment size and investment term) needs to be filed with People's Bank of China (“PBoC”) and an updating filing will be required is there is any significant change to the filed information. It cannot be predicted whether PBoC will make any comments on or require any changes with respect to such information for the purpose of the filing. If so required, the Fund will need to follow PBoC instructions and make the relevant changes accordingly, which, may not be in the best interests of the Fund and the Shareholders from a commercial perspective.

 

47


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

Market volatility and potential lack of liquidity due to low trading volume of certain instruments in the CIBM may result in prices of such instruments traded on such market fluctuating significantly. In addition, certain instruments may rely on market makers to provide liquidity. The Fund investing in such instruments is therefore subject to liquidity and volatility risks. The bid and offer spreads of the prices of such securities may be large, and the Fund may therefore incur significant trading and realization costs in respect of the investment made in the CIBM and may even suffer losses when disposing of such investments.

 

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.

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.

 

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

 

48


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

 

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.

 

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 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.

 

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.)

 

Illiquid and Restricted Securities

Illiquid securities are investments that a Fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar days or less without the sale or disposition significantly changing the market value of the investment. Each Fund may invest up to 15% of its net assets in illiquid assets. No Fund may acquire any illiquid investment if, immediately after the acquisition, the Fund would have invested more than 15% of its net assets in illiquid investments that are assets. 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 may be 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

 

49


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

in Section 4(a)(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.

An investment’s contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of the investment and therefore the investments described in this section may be determined to be liquid in accordance with the Fund’s liquidity risk management program approved by the Board. The Trustees have delegated to each Fund’s Adviser the determination of the liquidity of such investments in the respective Fund’s portfolio as administrator of the Fund’s liquidity risk management program. The Fund’s Adviser will take into account relevant market, trading and investment-specific considerations when determining whether an investment is illiquid.

If illiquid assets exceed 15% of a Fund’s net assets after the time of purchase, the Fund will take steps to reduce, in accordance with Rule 22e-4 under the 1940 Act, 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. An investment that is determined by a Fund’s Adviser 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.

 

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.)

The following are some of the Funds’ permitted investment techniques that are generally viewed as creating leverage for the Funds.

 

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

 

50


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

 

Interfund Borrowing and Lending

The Virtus Funds and their investment advisers have received exemptive relief from the SEC which permits the Virtus Funds to participate in an interfund lending program. The interfund lending program allows the participating Virtus Funds to borrow money from and loan money to each other for temporary or emergency purposes. The program is subject to a number of conditions designed to ensure fair and equitable treatment of the participating Virtus Funds, including the following: (1) no Virtus Fund may borrow money through the program unless it receives a more favorable interest rate than a rate approximating the lowest interest rate at which bank loans would be available to any of the participating Virtus Funds under a loan agreement; and (2) no Virtus Fund may lend money through the program unless it receives a more favorable return than that available from an investment in overnight repurchase agreements or the yield of any money market fund in which the Virtus Fund could invest. In addition, a Virtus Fund may participate in the program only if and to the extent that such participation is consistent with its investment objectives, policies and limitations. Interfund loans and borrowings have a maximum duration of seven days and loans may be called on one business day’s notice.

A participating Virtus Fund may not lend to another Virtus Fund under the interfund lending program if the interfund loan would cause its aggregate outstanding interfund loans to exceed 15% of its current net assets at the time of the loan. Interfund loans by a Virtus Fund to any one Virtus Fund may not exceed 5% of net assets of the lending Virtus Fund.

The restrictions discussed above and the other conditions of the SEC exemptive order permitting interfund lending are designed to minimize the risks associated with interfund lending for both the lending Virtus Fund and the borrowing Virtus Fund. However, no borrowing or lending activity is without risk. If a Virtus Fund borrows money from another Virtus Fund, there is a risk that the interfund loan could be called on one business day’s notice or not renewed, in which case the borrowing Virtus Fund may have to borrow from a bank at higher rates if an interfund loan were not available from another Virtus Fund. A delay in repayment to a lending Virtus Fund could result in a lost opportunity or additional lending costs, and interfund loans are subject to the risk that the borrowing Virtus Fund could be unable to repay the loan when due.

 

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 forgoes 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

 

51


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

 
   

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.

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.

 

Market Volatility Risk

A Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. The value of a security or other instrument may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other instrument, or factors that affect a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments.

Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, terrorism, conflicts and social unrest) that occur from time to time will create uncertainty and may have significant impacts on issuers, industries, governments and other systems, including the financial markets, to which a Fund and the issuers in which it invests are exposed. As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently, impact issuers in other countries, regions or markets, including in established markets such as the United States. These impacts can be exacerbated by failures of governments and societies to adequately respond to an emerging event or threat.

Uncertainty can result in or coincide with: increased volatility in the global financial markets, including those related to equity and debt securities, loans, credit, derivatives and currency; a decrease in the reliability of market prices and difficulty in valuing assets; greater fluctuations in currency exchange rates; increased risk of default (by both government and private issuers); further social, economic, and political instability; nationalization of private enterprises; greater governmental involvement in the economy or in social factors that impact the economy; greater, less or different governmental regulation and supervision of the

 

52


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

securities markets and market participants and increased, decreased or different processes for and approaches to monitoring markets and enforcing rules and regulations by governments or self-regulatory organizations; limited, or limitations on the, activities of investors in such markets; controls or restrictions on foreign investment, capital controls and limitations on repatriation of invested capital; inability to purchase and sell assets or otherwise settle transactions (i.e., a market freeze); unavailability of currency hedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have substantial negative effects on markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or enforcing legal judgments.

For example, an outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and eventually detected globally. This coronavirus resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19 adversely affected the economies of many nations and the entire global economy, individual issuers and capital markets. Future infectious illness outbreaks could affect the economies of many nations or the entire global economy in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises may exacerbate other pre-existing political, social and economic risks in certain countries or globally.

Although it is impossible to predict the precise nature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events or uncertainty on applicable laws or regulations that impact a Fund’s investments, it is clear that these types of events will impact the Funds and the issuers in which each invests. The government response to these events, including emergency health measures, welfare benefit programs, fiscal stimulus, industry support programs, and measures that impact interest rates, among other responses, is also a factor that may impact the financial markets and the value of a Fund’s holdings. The issuers in which a Fund invests could be significantly impacted by emerging events and uncertainty of this type. A Fund will also be negatively affected if the operations and effectiveness of any of its key service providers are compromised or if necessary or beneficial systems and processes are disrupted.

 
   

Master Limited Partnerships (“MLPs”)

An investment in MLP units involves some risks that differ from an investment in the common stock of a corporation. Holders of MLP units have limited control on matters affecting the partnership. Conflicts of interest exist between common unit holders and the general partner, including those arising from incentive distribution payments. MLPs holding credit-related investments are subject to interest rate risk and the risk of default on payment obligations by debt issuers. MLPs that concentrate in a particular industry or a particular geographic region are subject to risks associated with such industry or region. The fees that MLPs charge for transportation of oil and gas products through their pipelines are subject to government regulation, which could negatively impact the revenue stream. Investing in MLPs also involves certain risks related to investing in the underlying assets of the MLPs and risks associated with pooled investment vehicles. These include the risk of environmental incidents, terrorist attacks, demand destruction from high commodity prices, proliferation of alternative energy sources, inadequate supply of external capital, and conflicts of interest with the general partner. There are also certain tax risks associated with investment in MLPs. The benefit derived from a Fund’s investment in MLPs is somewhat dependent on the MLP being treated as a partnership for federal income tax purposes, so any change to this status would adversely affect the price of MLP units. Historically, a substantial portion of the gross taxable income of MLPs has been offset by tax losses and deductions reducing gross income received by investors, and any change to these tax rules would adversely affect the price of an MLP unit. Certain MLPs may trade less frequently than other securities, and those with limited trading volumes may display volatile or erratic price movements.

 

53


         

Investment Technique

Description and Risks

Fund-Specific Limitations

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.

 

Banker’s Acceptances

A banker’s 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.

 

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.

 

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.

 

Time Deposits

Time deposits are deposits in a bank or other financial institution for a specified period of time at a fixed interest rate for which a negotiable certificate is not received.

 

U.S. Government Obligations

Securities issued or guaranteed as to principal and interest by the United States Government include a variety of Treasury securities, which differ only in their interest rates, maturities, and times of issuance. Treasury bills have maturities of one year or less. Treasury notes have maturities of one to ten years, and Treasury bonds generally have maturities of greater than ten years.

Agencies of the United States Government which issue or guarantee obligations include, among others, Export-Import 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

 

54


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

 

Mutual Fund Investing

Each Fund is authorized to invest in the securities of other investment companies subject to the limitations contained in the 1940 Act.

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 Fund generally 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 Fund 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 exemptive rules adopted and/or orders granted by the SEC. The SEC has adopted exemptive rules to permit funds of funds to exceed these limits when complying with certain conditions, which differ depending upon whether the funds in which a fund of funds invests are affiliated or unaffiliated with the fund of funds. 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 Funds may rely on these exemptive rules and/or orders to invest in affiliated or unaffiliated mutual funds and/or unaffiliated ETFs. In addition to this, the Trust has obtained exemptive relief permitting the Funds to exceed the limitations with respect to investments in affiliated and unaffiliated funds that are not themselves funds of funds, subject to certain conditions.

In October 2020, the SEC adopted a new regulatory framework, including new Rule 12d1-4 under the 1940 Act, for fund-of-funds arrangements. Rule 12d1-4 permits a registered investment company to acquire the securities of any other registered investment company or BDC in excess of the limits of the 1940 Act. In connection with new Rule 12d1-4, the SEC also rescinded Rule 12d1-2 and certain exemptive orders permitting fund-of-funds arrangements. These regulatory changes may adversely impact the Portfolios’ investment strategies and operations.

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,

 

55


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.

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.

 

Real Estate Investment Trusts (“REITs”)

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:

 Equity REITs, which invest the majority of their assets directly in real property and derive their income primarily from rents. Equity REITs can also realize capital gains by selling properties that have appreciated in value.

 Mortgage REITs, which invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments.

 Hybrid REITs, which combine the characteristics of both equity REITs and mortgage REITs.

REITs are structured similarly to 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.

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,

 

56


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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.)

 

Repurchase Agreements

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.

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.

 

Securities Lending

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 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.

 

57


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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).

 
   

Short Sales

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.

 
   

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.

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.

 

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

 

58


         

Investment Technique

Description and Risks

Fund-Specific Limitations

 

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).

 

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 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 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 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.

 
   

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

 

59


         

Investment Technique

Description and Risks

Fund-Specific Limitations

   
 

(ordinarily up to 90 days later). The price of the underlying securities (usually expressed in terms of yield) and the date when the securities will be delivered and paid for (the settlement date) are fixed at the time the transaction is negotiated. When-issued purchases and forward commitments are negotiated directly with the selling party.

When-issued purchases and forward commitments enable the Fund to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. For example, in periods of rising interest rates and falling bond prices, the Fund might sell debt securities it owns on a forward commitment basis to limit its exposure to falling prices. In periods of falling interest rates and rising prices, the Fund might sell securities it owns and purchase the same or similar securities on a when-issued or forward commitment basis, thereby obtaining the benefit of currently higher yields. The Fund will not enter into such transactions for the purpose of leverage.

The value of securities purchased on a when-issued or forward commitment basis and any subsequent fluctuations in their value will be reflected in the Fund’s NAV starting on the first business day after the date of the agreement to purchase the securities. The Fund will be subject to the rights and risks of ownership of the securities on the agreement date. 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.

 

60


INVESTMENT LIMITATIONS

Fundamental Investment Limitations

Each Fund is subject to the investment limitations enumerated in this section, which may be changed with respect to a particular Fund only by a vote of the holders of a majority of such Fund’s outstanding shares. As used in this SAI and in the Prospectuses, a “majority of the outstanding shares” of a Fund means the lesser of (a) 67% of the shares of the particular Fund represented at a meeting at which the holders of more than 50% of the outstanding shares of such Fund are present in person or by proxy, or (b) more than 50% of the outstanding shares of such Fund.

With respect to all of the Funds, except as noted, each Fund may not:

1. With respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities or authorities or repurchase agreements collateralized by U.S. Government securities and other investment companies), if: (a) such purchase would, at the time, cause more than 5% of the Fund’s total assets taken at market value to be invested in the securities of such issuer; or (b) such purchase would, at the time, result in more than 10% of the outstanding voting securities of such issuer being held by the Fund. (This does not apply to the Local Markets Fund.)

2. Purchase securities if, after giving effect to the purchase, more than 25% of its respective total assets would be invested in the securities of one or more issuers conducting their principal business activities in the same industry (excluding the U.S. Government, its agencies or instrumentalities.

3. Borrow money, except (i) in amounts not to exceed one-third of the value of the Fund’s total assets (including the amount borrowed) from banks, and (ii) up to an additional 5% of its total assets from banks or other lenders for temporary purposes. For purposes of this restriction, (a) investment techniques such as margin purchases, short sales, forward commitments, and roll transactions, (b) investments in instruments such as futures contracts, swaps, and options and (c) short-term credits extended in connection with trade clearance and settlement, shall not constitute borrowing.

4. Issue “senior securities” in contravention of the 1940 Act. Activities permitted by SEC exemptive orders or staff interpretations of the SEC shall not be deemed to be prohibited by this restriction.

5. Underwrite the securities issued by other persons, except to the extent that, in connection with the disposition of portfolio securities, the Fund may be deemed to be an underwriter under applicable law.

6. Purchase or sell real estate, except that the Fund may (i) acquire or lease office space for its own use, (ii) invest in securities of issuers that invest in real estate or interests therein, (iii) invest in mortgage-related securities and other securities that are secured by real estate or interests therein, and (iv) hold and sell real estate acquired by the Fund as a result of the ownership of securities.

7. Purchase or sell commodities or commodity contracts, except the Fund may purchase and sell derivatives (including, but not limited to, options, futures contracts and options on futures contracts) whose value is tied to the value of a financial index or a financial instrument or other asset (including, but not limited to, securities indexes, interest rates, securities, currencies and physical commodities).

8. Lend securities or make any other loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties, except that the Fund may purchase debt securities, may enter into repurchase agreements and may acquire loans, loan participations and assignments (both funded and unfunded) and other forms of debt instruments.

With respect to investment limitation (2) above, when selecting investments for a Fund, the subadviser will consider the concentration policy of any exchange-traded fund (“ETFs”), mutual funds and closed-end funds. For purposes of determining the amount of each Fund’s assets invested in the securities of one or more issuers conducting their principal business activities in the same industry or group of related industries, the Funds will look through to the securities held by an affiliated mutual fund in which the Fund invests; however, as of the date of this SAI the Funds will not look through to the securities held by any ETFs, unaffiliated mutual funds and/or closed-end funds in which the Fund invests.

Except with respect to investment restriction (3) above, if any percentage restriction described above for a Fund is adhered to at the time of investment, a subsequent increase or decrease in the percentage resulting from a change in the value of the Fund’s assets will not constitute a violation of the restriction. With respect to investment restriction (3), in the event that asset coverage for all borrowings shall at any time fall below 300 per centum, the Fund shall, within three days thereafter (not including Sundays and holidays) or such longer period as the SEC may prescribe by rules and regulations, reduce the amount of its borrowings to an extent that the asset coverage of such borrowings shall be at least 300 per centum.

Section 12 of the 1940 Act limits the percentage of shares of other mutual funds that a fund may purchase. The Funds have obtained exemptive relief from the SEC to permit them to invest in affiliated and unaffiliated funds, including ETFs, beyond the statutory limitations, subject to certain conditions. Many ETFs also have obtained exemptive relief from the SEC to permit unaffiliated funds to invest in the ETF’s shares beyond these

61


statutory limitations, subject to certain conditions. Each Fund may rely on the various exemptive orders to invest in shares of other mutual funds, including ETFs as applicable. In October 2020, the SEC adopted certain regulatory changes and took other actions related to the ability of an investment company to invest in the securities of another investment company. These changes include, among other things, the rescission of certain SEC exemptive orders permitting investments in excess of the statutory limits and the withdrawal of certain related SEC staff no-action letters, and the adoption of Rule 12d1-4 under the Investment Company Act of 1940. Rule 12d1-4, which became effective on January 19, 2021, permits the Funds to invest in other investment companies beyond the statutory limits, subject to certain conditions. The rescission of the applicable exemptive orders and the withdrawal of the applicable no-action letters was effective on January 19, 2022. Since such time, an investment company will no longer be able to rely on the aforementioned exemptive orders and no-action letters and will be subject instead to Rule 12d1-4 and other applicable rules under Section 12(d)(1). The Funds do not believe these regulatory changes will require changes to their investment strategies.

MANAGEMENT OF THE TRUST

Trustees and Officers

The Board is responsible for the overall supervision of the Trust, including establishing the Funds’ policies and general supervision and review of their investment activities, and performs the various duties imposed on Trustees by the 1940 Act and Delaware statutory trust law. The officers, who administer the Funds’ daily operations, are appointed by the Board and generally are employees of the Administrator or one of its affiliates. The current Trustees and officers of the Trust performing a policy-making function and their affiliations and principal occupations for the past five years are set forth below. The Trust has no employees.

Unless otherwise noted, each Trustee of the Trust also serves as a Trustee of other Virtus Funds and the address of each individual is c/o Virtus Funds, One Financial Plaza, Hartford, CT 06103. There is no stated term of office for Trustees or officers of the Trust.

Independent Trustees*

                 

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

Burke, Donald C.
YOB: 1960

 

2016

 

103

 

Private investor (since 2009). Formerly, President and Chief Executive Officer, BlackRock U.S. Funds (2007 to 2009); Managing Director, BlackRock, Inc. (2006 to 2009); and Managing Director, Merrill Lynch Investment Managers (1990 to 2006).

 

Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016), Virtus Mutual Fund Family (61 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Alternative Solutions Trust (2 portfolios); Director (since 2014), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director, Avista Corp. (energy company) (since 2011); Trustee, Goldman Sachs Fund Complex (2010 to 2014); and Director, BlackRock Luxembourg and Cayman Funds (2006 to 2010).

62


                 

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

Cogan, Sarah E. YOB: 1956

 

2021

 

107

 

Retired Partner, Simpson Thacher & Bartlett LLP (“STB”) (law firm) (since 2019); Director, Girl Scouts of Greater New York (since 2016); Trustee, Natural Resources Defense Council, Inc. (since 2013); and formerly, Partner, STB (1989 to 2018).

 

Trustee (since 2022) and Advisory Board Member (2021 to 2022), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (61 portfolios) and Virtus Variable Insurance Trust (8 portfolios); Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2022), PIMCO Access Income Fund; Trustee (since 2021), PIMCO Flexible Emerging Markets Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2021), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2019), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2019), PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PIMCO Energy and Tactical Credit Opportunities Fund, PCM Fund, Inc, PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS® & Income Fund, PIMCO

63


                 

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

               

High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Strategic Income Fund, Inc., PIMCO Flexible Credit Income Fund and PIMCO Flexible Municipal Income Fund; Trustee (since 2019), PIMCO Managed Accounts Trust (5 portfolios); and Trustee (2019 to 2021), PIMCO Dynamic Credit and Mortgage Income Fund and PIMCO Income Opportunity Fund.

DeCotis, Deborah A.
YOB: 1952

 

2021

 

107

 

Director, Cadre Holdings Inc. (since 2022); Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); and Trustee, Smith College (since 2017). Formerly, Director, Watford Re (2017 to 2021); Co-Chair Special Projects Committee, Memorial Sloan Kettering (2005 to 2015); and Trustee, Stanford University (2010 to 2015).

 

Trustee (since 2022) and Advisory Board Member (2021 to 2022), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (61 portfolios) and Virtus Variable Insurance Trust (8 portfolios); Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2022), PIMCO Access Income Fund; Director, Cadre Holdings Inc. (since 2022); Trustee (since 2021), PIMCO Flexible Emerging Markets Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2021), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2020), PIMCO Dynamic Income Opportunities Fund; Trustee (since 2019), PIMCO Energy and Tactical Credit Opportunities Fund and Virtus Artificial Intelligence & Technology Opportunities Fund; Trustee (since 2018), PIMCO Flexible Municipal Income Fund; Trustee (since 2017), PIMCO Flexible Credit Income Fund and Virtus Convertible & Income 2024 Target Term Fund; Trustee (since 2015), Virtus Diversified Income & Convertible Fund; Trustee (since 2014), Virtus Investment Trust (13 portfolios); Trustee (2013 to 2021), PIMCO Dynamic Credit and Mortgage Income Fund; Trustee (since 2012),

64


                 

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

               

PIMCO Dynamic Income Fund; Trustee (since 2011), Virtus Strategy Trust (8 portfolios); Trustee (since 2011), PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund, Inc., PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO Global StocksPLUS® & Income Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Strategic Income Fund, Inc., and PIMCO Managed Accounts Trust (5 portfolios); Trustee (since 2011), Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; and Trustee (2011 to 2021), PIMCO Income Opportunity Fund.

Drummond, F. Ford YOB: 1962

 

2021

 

107

 

Owner/Operator (since 1998), Drummond Ranch; and Director (since 2015), Texas and Southwestern Cattle Raisers Association. Formerly Chairman, Oklahoma Nature Conservancy (2019 to 2020); Board Member (2006 to 2020) and Chairman (2016 to 2018), Oklahoma Water Resources Board; Director (1998 to 2008), The Cleveland Bank; and General Counsel (1998 to 2008), BMIHealth Plans (benefits administration).

 

Trustee (since 2022) and Advisory Board Member (2021 to 2022), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (61 portfolios), and Virtus Variable Insurance Trust (8 portfolios); Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund, The Merger Fund®, The Merger Fund® VL, and Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2021), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus Artificial Intelligence & Technology Opportunities Fund; Trustee (since 2017), Virtus Convertible & Income 2024 Target Term Fund; Trustee (since

65


                 

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

               

2015), Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Dividend, Interest & Premium Strategy Fund and Virtus Equity & Convertible Income Fund; Trustee (since 2014), Virtus Strategy Trust (8 portfolios); Director (since 2011), Bancfirst Corporation; and Trustee (since 2006), Virtus Investment Trust (13 portfolios).

Harris, Sidney E.
YOB: 1949

 

2017

 

100

 

Private Investor (since 2021); Dean Emeritus (since 2015), Professor (2015 to 2021 and 1997 to 2014), Dean (1997 to 2004), J. Mack Robinson College of Business, Georgia State University.

 

Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2019), Mutual Fund Directors Forum; Trustee (since 2017), Virtus Mutual Fund Family (61 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions Trust (2 portfolios); Trustee (2013 to 2020) and Honorary Trustee (since 2020), KIPP Metro Atlanta; Director (1999 to 2019), Total System Services, Inc.; Trustee (2004 to 2017), RidgeWorth Funds; Chairman (2012 to 2017), International University of the Grand Bassam Foundation; Trustee (since 2012), International University of the Grand Bassam Foundation; and Trustee (2011 to 2015), Genspring Family Offices, LLC.

Mallin, John R.
YOB: 1950

 

2016

 

100

 

Partner/Attorney (since 2003), McCarter & English LLP (law firm) Real Property Practice Group; and Member (since 2014), Counselors of Real Estate.

 

Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2

66


                 

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

               

portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016), Virtus Mutual Fund Family (61 portfolios) and Virtus Alternative Solutions Trust (2 portfolios); Director (since 2019), 1892 Club, Inc. (non-profit); Director (2013 to 2020), Horizons, Inc. (non-profit); and Trustee (since 1999), Virtus Variable Insurance Trust (8 portfolios).

McDaniel, Connie D.
YOB: 1958

 

2017

 

100

 

Retired (since 2013). Vice President, Chief of Internal Audit, Corporate Audit Department (2009 to 2013); Vice President, Global Finance Transformation (2007 to 2009); and Vice President and Controller (1999 to 2007), The Coca-Cola Company.

 

Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Director (since 2019), Global Payments Inc.; Chairperson (since 2019), Governance & Nominating Committee, Global Payments Inc; Trustee (since 2017), Virtus Mutual Fund Family (61 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions Trust (2 portfolios); Director (since 2021), North Florida Land Trust; Director (2014 to 2019), Total System Services, Inc.; Member (since 2011) and Chair (2014 to 2016), Georgia State University, Robinson College of Business Board of Advisors; and Trustee (2005 to 2017), RidgeWorth Funds.

McLoughlin, Philip Chairman

 

1999

 

110

 

Private investor since 2010.

 

Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor

67


                 

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

YOB: 1946

             

Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2021), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2022) and Advisory Board Member (2021), Virtus Convertible & Income 2024 Target Term Fund and Virtus Convertible & Income Fund; Director and Chairman (since 2016), Virtus Total Return Fund Inc.; Director and Chairman (2016 to 2019), the former Virtus Total Return Fund Inc.; Director and Chairman (2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and Chairman (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Trustee and Chairman (since 2011), Virtus Global Multi-Sector Income Fund; Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (8 portfolios); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director (1991 to 2019) and Chairman (2010 to 2019), Lazard World Trust Fund (closed-end investment firm in Luxembourg); and Trustee (since 1989) and Chairman (since 2002), Virtus Mutual Fund Family (61 portfolios).

McNamara, Geraldine M.

YOB: 1951

 

2001

 

103

 

Private investor (since 2006); and Managing Director, U.S. Trust Company of New York (1982 to 2006).

 

Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to

68


                 

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

               

2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016) Virtus Alternative Solutions Trust (2 portfolios); Trustee (since 2015), Virtus Variable Insurance Trust (8 portfolios); Director (since 2003), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); and Trustee (since 2001), Virtus Mutual Fund Family (61 portfolios).

Walton, R. Keith
YOB: 1964

 

2020

 

107

 

Venture and Operating Partner (since 2020), Plexo Capital, LLC; Venture Partner (since 2019) and Senior Adviser (2018 to 2019), Plexo, LLC; and Partner (since 2006), Global Infrastructure Partners. Formerly, Managing Director (2020 to 2021), Lafayette Square Holding Company LLC; Senior Adviser (2018 to 2019), Vatic Labs, LLC; Executive Vice President, Strategy (2017 to 2019), Zero Mass Water, LLC; Vice President, Strategy (2013 to 2017), Arizona State University.

 

Trustee (since 2022) and Advisory Board Member (January 2022 to July 2022), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income Fund and Virtus Equity & Convertible Income Fund; Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2022), Virtus Diversified Income & Convertible Fund; Advisory Board Member (since 2022), Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund II and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (61 portfolios); Director (since 2017), certain funds advised by Bessemer Investment Management LLC; Director (2016 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (2006 to 2019), Systematica Investments Limited Funds; Director (2006 to 2017), BlueCrest Capital Management Funds; Trustee (2014 to

69


                 

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

               

2017), AZ Service; Director (since 2004), Virtus Total Return Fund Inc.; and Director (2004 to 2019), the former Virtus Total Return Fund Inc.

Zino, Brian T.
YOB: 1952

 

2020

 

107

 

Retired. Various roles (1982 to 2009), J. & W. Seligman & Co. Incorporated, including President (1994 to 2009).

 

Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2022) and Advisory Board Member (2021), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (61 portfolios); Director (2016 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (since 2014), Virtus Total Return Fund Inc.; Director (2014 to 2019), the former Virtus Total Return Fund Inc.; Trustee (since 2011), Bentley University; Director (1986 to 2009) and President (1994 to 2009), J&W Seligman Co. Inc.; Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002), ICI Mutual Insurance Company; Member, Board of Governors of ICI (1998 to 2008).

* Those Trustees listed as “Independent Trustees” are not “interested persons” of the Trust, as that term is defined in the 1940 Act.

70


Interested Trustee

                 

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

 

2006

 

112

 

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, President and Chief Executive Officer (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Member, Board of Governors of the Investment Company Institute (since 2021); Trustee and President (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee, President and Chief Executive Officer (since 2021), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; Chairman and Trustee (since 2015), Virtus ETF Trust II (5 portfolios); Director, President and Chief Executive Officer (2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and President (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Director (since 2013), Virtus Global Funds, PLC (5 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (8 portfolios); Trustee, President and Chief Executive Officer (since 2011), Virtus Global Multi-Sector Income Fund; Trustee and President (since 2006) and Executive Vice President (2004 to 2006), Virtus Mutual Fund Family (61 portfolios); Director, President and Chief Executive Officer (since 2006), Virtus Total Return Fund Inc.; and Director, President and Chief Executive Officer (2006 to 2019), the former Virtus Total Return Fund Inc.

Mr. Aylward is an “interested person” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser, and various positions with its affiliates including the Adviser.

71


Officers of the Trust Who Are Not Trustees

         

Name, Address and Year of Birth

 

Position(s) Held with the Trust and Length of Time Served

 

Principal Occupation(s) During Past 5 Years

       

Batchelar, Peter
YOB: 1970

 

Senior Vice President (since 2017), and Vice President (2008 to 2016)

 

Senior Vice President, Product Development (since 2017), Vice President, Product Development (2008 to 2017), and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2008) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

Bradley, W. Patrick YOB: 1972

 

Executive Vice President (since 2016); Senior Vice President (2013 to 2016); Vice President (2011 to 2013); Chief Financial Officer and Treasurer (since 2006).

 

Executive Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 to 2016) and various officer positions (since 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2004) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

Branigan, Timothy
YOB: 1976

 

Vice President and Fund Chief Compliance Officer (since 2022); Assistant Vice President and Deputy Fund Chief Compliance Officer (March to May 2022); and Assistant Vice President and Assistant Chief Compliance Officer (2019 to 2022)

 

Various officer positions (since 2019) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

Carr, Kevin J.
YOB: 1954

 

Senior Vice President (since 2013); Vice President (2005 to 2013); Chief Legal Officer, Counsel and Secretary (since 2005).

 

Vice President and Senior Counsel (since 2017), and various officer positions (since 2005), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2005) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

Short, Julia R.
YOB: 1972

 

Senior Vice President (since 2017).

 

Senior Vice President, Product Development (since 2017), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2017) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Managing Director, Product Manager, RidgeWorth Investments (2004 to 2017).

Smirl, Richard W.
YOB: 1967

 

Executive Vice President (since 2021).

 

Executive Vice President, Product Management (since 2021), and Executive Vice President and Chief Operating Officer (since 2021), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2021) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; Chief Operating Officer (2018 to 2021), Russell Investments; Executive Director (Jan. to July 2018), State of Wisconsin Investment Board; and Partner and Chief Operating Officer (2004 to 2018), William Blair Investment Management.

72


Leadership Structure and the Board of Trustees

The Board is currently composed of 12 trustees, including 11 Independent Trustees. In addition to five regularly scheduled meetings per year, the Board holds special meetings either in person or via telephone to discuss specific matters that may require consideration prior to the next regular meeting. As discussed below, the Board has established several standing committees to assist the Board in performing its oversight responsibilities, and each such committee has a chairperson. The Board may also designate working groups or ad hoc committees as it deems appropriate.

The Trustees of the Virtus Funds believe that an effective board should have perspectives informed by a range of viewpoints, skills, expertise, experiences and backgrounds. The Trustees endorse a diverse, inclusive and equitable environment for the Board where all members are respected, valued and engaged. As a result, when identifying and recruiting new Trustees and considering Board composition, committee composition and leadership roles, the Governance and Nominating Committee shall consider, among other attributes, diversity of race, ethnicity, color, religion, national origin, age, gender, disability, sexuality, culture, thought and geography, as well as numerous other dimensions of human diversity.

The Board has appointed Mr. McLoughlin, an Independent Trustee, to serve in the role of Chairman. The Chairman’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and between meetings generally acts as a liaison with the Trust’s service providers, officers, legal counsel, and the other Trustees. The Chairman may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Trust’s Declaration of Trust or By-laws, or as assigned by the Board, the designation of Chairman does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

The Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chairman and Chief Executive Officer of the company that is now Virtus; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with The Phoenix Companies, Inc. (which was its parent company when Mr. McLoughlin retired) and (b) the passage of time. As a result of this balance, it is believed that Mr. McLoughlin has the ability to provide independent oversight of the Trust’s operations within the context of his detailed understanding of the perspective of the Adviser and the Trust’s other service providers. The Board therefore considers leadership by Mr. McLoughlin as enhancing the Board’s ability to provide effective independent oversight of the Trust’s operations and meaningful representation of the shareholders’ interests.

The Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Funds’ shareholders. Nevertheless, the Board also believes that having an interested person serve on the Board brings corporate and financial viewpoints that are, in the Board’s view, crucial elements in its decision-making process. In addition, the Board believes that Mr. Aylward, who is currently the Chairman and President of the Adviser, and the President and Chief Executive Officer of Virtus, and serves in various executive roles with other affiliates of the Adviser who provide services to the Trust, provides the Board with the Adviser’s perspective in managing and sponsoring the Virtus Funds as well as the perspective of other service providers to the Trust. The leadership structure of the Board may be changed at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Trust.

The Board has established several standing committees to oversee particular aspects of the Funds’ management. The members of each Committee are set forth below:

The Audit Committee

The Audit Committee is responsible for overseeing the Funds’ accounting and auditing policies and practices. The Audit Committee reviews the Funds’ financial reporting procedures, their system of internal control, the independent audit process, and the Funds’ procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is composed entirely of Independent Trustees; its members are Connie D. McDaniel, Chairperson, Donald C. Burke, Deborah A. DeCotis, John R. Mallin and Brian T. Zino. The Audit Committee met eight times during the Trust’s last fiscal year, and twice from the time of the Funds' inception to the end of the fiscal year.

The Compliance Committee

The Compliance Committee is responsible for overseeing the Funds’ compliance matters. The Compliance Committee oversees and reviews (1) information provided by the Funds’ officers, including the Funds’ CCO, the Funds’ investment adviser and other principal service providers, and others as appropriate; (2) the codes of ethics; (3) whistleblower reports; and (4) distribution programs. The Compliance Committee is composed entirely of Independent Trustees; its members are Geraldine M. McNamara, Chairperson, Sarah E. Cogan, F. Ford Drummond, Sidney E. Harris, and R. Keith Walton. The Compliance Committee met six times during the Trust’s last fiscal year and twice from the time of the Funds' inception to the end of the fiscal year.

73


The Executive Committee

The function of the Executive Committee is to serve as a delegate of the full Board, as well as act on behalf of the Board when it is not in session, subject to limitations as set by the Board. The Executive Committee is composed entirely of Independent Trustees; its members are Philip R. McLoughlin, Chairperson, Donald C. Burke, Deborah A. DeCotis, Sidney E. Harris and Brian T. Zino. The Executive Committee met three times during the Trust’s last fiscal year and once from the time of the Funds' inception to the end of the fiscal year.

The Governance and Nominating Committee

The Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Funds, for nominating individuals to serve as Trustees, including as Independent Trustees, and annually evaluating the Board and Committees. The Governance and Nominating Committee is composed entirely of Independent Trustees; its members are Brian T. Zino, Chairperson, Sarah E. Cogan, Sidney E. Harris, Philip R. McLoughlin and R. Keith Walton. The Governance and Nominating Committee met six times during the Trust’s last fiscal year and three times from the time of the Funds' inception to the end of the fiscal year.

The Governance and Nominating Committee considers candidates for trusteeship and makes recommendations to the Board with respect to such candidates. There are no specific required qualifications for trusteeship. The committee considers all relevant qualifications of candidates for trusteeship, such as industry knowledge and experience, financial expertise, current employment and other board memberships, and whether the candidate would be qualified to be considered an Independent Trustee. The Board believes that having among its members a diversity of viewpoints, skills and experience and a variety of complementary skills enhances the effectiveness of the Board in its oversight role. The committee considers the qualifications of candidates for trusteeship in this context.

The Board has adopted a policy for consideration of Trustee nominees recommended by shareholders. With regards to such policy, an individual shareholder or shareholder group submitting a nomination must hold either individually or in the aggregate for at least one full year as of the date of nomination 5% of the shares of a series of the Trust, among other qualifications and restrictions. Shareholders or shareholder groups submitting nominees must comply with all requirements set forth in the Trust’s policy for consideration of Trustee nominees recommended by shareholders and any such submission must be in writing, directed to the attention of the Governance and Nominating Committee in care of the Trust’s Secretary, and should include biographical information, including business experience for the past ten years and a description of the qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she is willing to serve and meets the requirements to be an Independent Trustee, if applicable. Shareholder nominees for Trustee will be given the same consideration as any candidate provided the nominee meets certain minimum requirements.

Information about Each Trustee’s Qualification, Experience, Attributes or Skills

The following provides further information about each Trustee’s specific experience, qualifications, attributes or skills. The information in this section should not be understood to mean that any Trustee is an “expert” within the meaning of the federal securities laws.

George R. Aylward

In addition to his positions with the Trust, Mr. Aylward is a Director and the President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser. He also holds various executive positions with the Adviser, certain Funds’ subadvisers, the Distributor and the Administrator to the Trust, and various of their affiliates, and previously held such positions with the former parent company of Virtus. He therefore has experience in all aspects of the development and management of registered investment companies, and the handling of various financial, staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an MBA, and he also serves as an officer and director/trustee of several open-end and closed-end funds managed by the Adviser and its affiliates.

Donald C. Burke

Mr. Burke has extensive financial and business experience in the investment management industry. He was employed by BlackRock, Inc. (2006 to 2009) and Merrill Lynch Investment Managers (1990 to 2006) where he held a number of roles including Managing Director and President and Chief Executive Officer of the BlackRock U.S. mutual funds. In this role, Mr. Burke was responsible for the accounting, tax and regulatory reporting requirements for over 300 open and closed-end funds. He also served as a trustee for numerous global funds that were advised by BlackRock, Inc. Mr. Burke currently serves as a director and Audit Committee Chairman of Avista Corp., a public company involved in the production, transmission and distribution of energy. Mr. Burke started his career at Deloitte & Touche (formerly Deloitte Haskins & Sells) and is a certified public accountant. He has also served on a number of nonprofit boards. He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Sarah E. Cogan

Ms. Cogan has substantial legal background and experience in the investment management industry. She was a partner at Simpson Thacher & Bartlett LLP, a large international law firm, in the corporate department for over 25 years and former head of the registered funds practice. She has extensive experience in oversight of investment company boards through her prior experience as counsel to the Independent Trustees of the series of the Allianz Funds (now known as Virtus Investment Trust) and Allianz Funds Multi-Strategy Trust (now known as Virtus Strategy Trust) and as counsel

74


to other independent trustees, investment companies and asset management firms. She is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Deborah A. DeCotis

Ms. DeCotis has substantial senior executive experience in the investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience and/or experience in oversight of investment management functions through her experience as a trustee of Stanford University and Smith College and as a director of Armor Holdings and The Helena Rubinstein Foundation, Stanford Graduate School of Business. Ms. DeCotis is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

F. Ford Drummond

Mr. Drummond has substantial legal background and experience in the oversight and management of regulated companies through his work as General Counsel of BMI Health Plans, a benefits administrator. He has substantial board experience in the banking sector as a director of BancFirst Corporation, Oklahoma’s largest state chartered bank, and as a former director of The Cleveland Bank. Mr. Drummond also previously served as a member and chairman of the Oklahoma Water Resources Board, which provides tax exempt financing for water infrastructure projects in the state. He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Sidney E. Harris

Dr. Sidney Harris has extensive knowledge of best practices in executive management, familiarity with international business practices and expertise in corporate strategy implementation, risk management, technology, asset management compliance and investments. Dr. Harris is Dean Emeritus and, until recently, was a Professor at the J. Mack Robinson College of Business at Georgia State University. He was affiliated with the J. Mack Robinson College of Business from 1997 to 2021, including serving as Professor (2015 to 2021 and 1997 to 2014) and Dean (1997 to 2004). Most recently, Dr. Harris was Professor of Computer Information Systems, Management and International Business. Prior to joining Georgia State University, Dr. Harris was Professor (1987 to 1996) and former Dean (1991 to 1996) of the Peter F. Drucker Graduate School of Management at Claremont Graduate University (currently Peter F. Drucker and Masotoshi Ito Graduate School of Management). He served as Independent Trustee of the RidgeWorth Funds Board of Trustees (2004 to 2017) and as Independent Chairman (2007 to 2017). He served as a member of the RidgeWorth Funds Governance and Nominating Committee (2004 to 2017) and Audit Committee (2006 to 2017). Dr. Harris previously served on the Board of Transamerica Investors (1995 to 2005). Dr. Harris previously served as a Director of Total System Services, Inc. (1999 to 2019). He served on the Board of Directors of KIPP Metro Atlanta, served as Chairman of the International University of the Grand-Bassam (“IUGB”) Foundation (2012 to 2017), and serves on the Board of Directors of the IUGB Foundation (since 2012). Dr. Harris also serves as a Trustee of the Mutual Funds Directors Forum (since 2019). He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

John R. Mallin

Mr. Mallin is a real estate partner and former practice group leader for the Real Property Practice Group at McCarter & English LLP. During his career, he has been involved in all aspects of real estate development and financial transactions related to real estate. Mr. Mallin also has oversight and corporate governance experience as a director, including as a chair, of non-profit entities. Mr. Mallin is also a trustee of several other open-end funds managed by Virtus affiliates.

Connie D. McDaniel

Ms. McDaniel, currently retired, has extensive domestic and international business experience, particularly with respect to finance, strategic planning, risk management and risk assessment functions. She is retired from The Coca-Cola Company, where she served as Vice President and Chief of Internal Audit, Corporate Audit Department (2009 to 2013), Vice President, Global Finance Transformation (2007 to 2009), Vice President and Controller (1999 to 2007), and held various management positions (1989 to 1999). While at The Coca-Cola Company, Ms. McDaniel chaired that company’s Ethics and Compliance Committee (2009 to 2013) and developed a knowledge of corporate governance matters. Prior to The Coca-Cola Company, she was associated with Ernst & Young (1980 to 1989). Ms. McDaniel served as Independent Trustee of the RidgeWorth Funds Board of Trustees from 2005 to 2017. She was Chairman of the RidgeWorth Funds Audit Committee (2008 to 2017), designated Audit Committee Financial Expert (2007 to 2017) and a member of the RidgeWorth Funds Governance and Nominating Committee (2015 to 2017). Ms. McDaniel also served as a Director of Total System Services, Inc. (2014 to 2019). She currently serves as a Director and Governance and Nominating Committee Chairperson of Global Payments Inc. (since 2019) and as a Director of North Florida Land Trust (since 2021). Ms. McDaniel served as Chair of the Georgia State University Robinson College of Business Board of Advisors (2014 to 2016) and has served as a member of the Georgia State University Robinson College of Business Board of Advisors since 2011. Ms. McDaniel is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Philip R. McLoughlin

Mr. McLoughlin has an extensive legal, financial and asset management background. In 1971, he joined Phoenix Investment Partners, Ltd. (then, Phoenix Equity Planning Corp.), the predecessor of Virtus Investment Partners, Inc., as Assistant Counsel with responsibility for various compliance

75


and legal functions. During his tenure, Mr. McLoughlin assumed responsibility for most functions in the firm’s advisory, broker-dealer and fund management operations, and eventually ascended to the role of President. Mr. McLoughlin then served as General Counsel, and later Chief Investment Officer, of Phoenix Mutual Life Insurance Company, the parent company of Phoenix Investment Partners. Among other functions, he served as the senior management liaison to the boards of directors of the insurance company’s mutual funds and closed-end funds, and had direct oversight responsibility for the funds’ portfolio managers. In 1994, Mr. McLoughlin was named Chief Executive Officer of Phoenix Investment Partners, and continued in that position, as well as Chief Investment Officer of Phoenix Mutual Life Insurance Company, until his retirement in 2002. He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates, including serving as the chairman of the board of several such funds.

Geraldine M. McNamara

Ms. McNamara was an executive at U.S. Trust Company of New York for 24 years, where she rose to the position of Managing Director. Her responsibilities at U.S. Trust included the oversight of U.S. Trust’s personal banking business. In addition to her managerial and banking experience, Ms. McNamara has experience in advising individuals on their personal financial management, which has given her an enhanced understanding of the goals and expectations that individual investors may have. Ms. McNamara is also a trustee of several open-end and closed-end funds managed by Virtus affiliates.

R. Keith Walton

Mr. Walton’s business and legal background, and his extensive service with other boards, provide valuable insight to the Board and its committees regarding corporate governance and best practices. He is an honors graduate of Yale University and the Harvard Law School. Mr. Walton was a Director of Systematica Investments Limited Funds (2006 to 2019) and a Director of BlueCrest Capital Management Funds (2006 to 2017). He is also the founding Principal and Chief Administrative Officer at Global Infrastructure Partners (since 2006) and served as the Managing Director at Lafayette Square Holding Company LLC (2020 to 2021). Mr. Walton is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

Brian T. Zino

Mr. Zino, currently retired, was employed by J. & W. Seligman and Co. Inc., a privately held New York City investment firm managing Closed End Investment Companies, a family of mutual funds, institutional accounts and operating a trust company (1982 to 2009). For the last 15 of those years, he served as president and CEO of Seligman. His extensive mutual fund, financial and business background and years of service as a director of a large non-affiliated family of both open- and closed-end funds bring valuable skills and business judgment to the Board and its committees. Mr. Zino is also a certified public accountant and has an extensive background in accounting matters relating to investment companies. He also served as a Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002) on the board of the ICI Mutual Insurance Company and as a Member of the Board of Governors of ICI (1998 to 2008). Mr. Zino is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.

 

Board Oversight of Risk Management

As a registered investment company, the Trust is subject to a variety of risks, including investment risks, financial risks, compliance risks and regulatory risks. As part of its overall activities, the Board oversees the management of the Trust’s risk management structure by the Trust’s Adviser, Administrator, Distributor, Transfer Agent, officers and others. The responsibility to manage the Funds’ risk management structure on a day-to-day basis is subsumed within the other responsibilities of these parties.

The Board considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Board and its committees, and within the context of any ad hoc communications with the Trust’s service providers and officers. The Trust’s Adviser, subadvisers, Distributor, Administrator, Transfer Agent, officers and legal counsel prepare regular reports to the Board that address certain investment, valuation, compliance and other matters, and the Board as a whole or its committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a committee, the Chairman or a senior officer.

The Board receives regular written reports describing and analyzing the investment performance of the Funds. In addition, the portfolio managers of the Funds and senior management of the Funds’ subadvisers meet with the Board periodically to discuss portfolio performance and answer the Board’s questions with respect to portfolio strategies and risks. To the extent that a Fund changes a primary investment strategy, the Board generally is consulted in advance with respect to such change.

The Board receives regular written reports from the Trust’s Chief Financial Officer that enable the Board to monitor the number of fair valued securities in the Funds’ portfolios, the reasons for the fair valuation and the methodology used to arrive at the fair value. Such reports also include information concerning illiquid securities within the Funds’ portfolios. The Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds’ independent auditors in connection with the review of the results of the audit of the Funds’ year-end financial statements.

76


The Board also receives regular compliance reports prepared by the compliance staff of the Adviser and meets regularly with the Trust’s CCO to discuss compliance issues, including compliance risks. As required under applicable rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The CCO, as well as the compliance staff of the Adviser and Virtus, provide the Board with reports on their examinations of functions and processes within the Adviser and the subadvisers that affect the Funds. The Board also adopts compliance policies and procedures for the Trust and approves such procedures for the Trust’s service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.

In its annual review of the Funds’ advisory, subadvisory and distribution agreements, the Board reviews information provided by the Adviser, the subadvisers and the Distributor relating to their operational capabilities, financial conditions and resources. The Board may also discuss particular risks that are not addressed in its regular reports and processes.

The Board recognizes that it is not possible to identify all of the risks that may affect the Funds or to develop processes and controls to eliminate or mitigate their occurrence or effects. The Board periodically reviews the effectiveness of its oversight of the Funds and the other funds in the Virtus Funds family, and the processes and controls in place to limit identified risks. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

Trustees’ Fund Holdings as of December 31, 2021(1)

As of December 31, 2021, the Trustees beneficially owned shares of the Funds as set forth in the table below.

         

Independent Trustees

 

Dollar Range of Equity Securities in a Fund of the Trust(1)

 

Aggregate Dollar Range of Trustee Ownership in all Funds Overseen by Trustee in Family of Investment Companies(2)

Donald C. Burke

 

None

 

Over $100,000

Sidney E. Harris

 

None

 

Over $100,000

John R. Mallin

 

None

 

Over $100,000

Connie D. McDaniel

 

None

 

Over $100,000

Philip R. McLoughlin

 

None

 

Over $100,000

Geraldine M. McNamara

 

None

 

Over $100,000

R. Keith Walton

 

None

 

Over $100,000

Brian T. Zino

 

None

 

Over $100,000

(1) The Funds commenced operations on April 11, 2022.

(2) Holdings exclude any exposure through the Deferred Compensation Plan, which may be counted towards the Trustee Ownership Policy but are not considered ownership for any other purpose.

         

Interested Trustee

 

Dollar Range of Equity Securities in a Fund of the Trust(1)

 

Aggregate Dollar Range of Trustee Ownership in all Funds Overseen by Trustee in Family of Investment Companies(2)

George R. Aylward

 

None

 

Over $100,000

(1) The Funds commenced operations on April 11, 2022.

(2) Holdings exclude any exposure through the Deferred Compensation Plan, which may be counted towards the Trustee Ownership Policy but are not considered ownership for any other purpose.

As of September 8, 2022, the Trustees and Officers of the Trust owned no shares of any of the Funds or their classes.

Trustee Compensation

Trustees who are not employed by the Adviser or its affiliates receive an annual retainer and fees and expenses for attendance at Board and Committee meetings. Officers and employees of the Adviser of the Funds who are interested persons are compensated for their services by the Adviser of the Funds, or an affiliate of the Adviser of the Funds, and receive no compensation from the Funds. The Trust does not have any retirement plan for its Trustees.

For the Trust’s fiscal period ended May 31, 2022, the current Trustees received the following compensation:

         

Independent Trustees

 

Aggregate Compensation from Trust

 

Total Compensation From Trust and Fund Complex Paid to Trustees(1)

Donald C. Burke

 

$80,790

 

$423,500.00 (103 Funds)

Sarah E. Cogan

 

$65,380

 

$340,000.00 (107 Funds)

Deborah A. DeCotis

 

$65,380

 

$330,000.00 (107 Funds)

77


         

F. Ford Drummond

 

$65,410

 

$335,000.00 (107 Funds)

Sidney E. Harris

 

$80,790

 

$330,000.00 (100 Funds)

John R. Mallin

 

$80,800

 

$330,000.00 (100 Funds)

Connie D. McDaniel

 

$91,699

 

$372,500.00 (100 Funds)

Philip R. McLoughlin

 

$106,485

 

$656,750.00 (110 Funds)

Geraldine M. McNamara

 

$88,496

 

$453,500.00 (103 Funds)

R. Keith Walton

 

$73,435

 

$330,000.00 (107 Funds)

Brian T. Zino

 

$73,085

 

$367,500.00 (107 Funds)

         

Interested Trustee

 

Aggregate Compensation from Trust

 

Total Compensation From Trust and Fund Complex Paid to Trustee

George R. Aylward

 

None

 

None

         

Advisory Board Member

 

Aggregate Compensation from Trust

 

Total Compensation From Trust and Fund Complex Paid to Advisory Board Member

William R. Moyer(2)

 

$0

 

$126,153.85 (103 funds)

(1)  All compensation figures in this table include payments deferred by Trustees for the relevant period. Includes compensation paid by closed-end and open-end funds for which Pacific Investment Management Company LLC, an affiliate of Allianz Global Fund Management, served as investment manager.

(2)  Mr. Moyer retired effective May 23, 2022. Compensaition shown was received from June 1, 2021 through May 23, 2022.

Sales Loads

The Trust’s Trustees are permitted to invest in Class I shares of each Fund without initial or subsequent minimum investment requirements. Class I shares do not carry a sales load.

Code of Ethics

The Trust, its Adviser, subadvisers and Distributor have each adopted a Code of Ethics pursuant to Rule 17j-1 under the 1940 Act. Personnel subject to the Codes of Ethics may purchase and sell securities for their personal accounts, including securities that may be purchased, sold or held by the Funds, subject to certain restrictions and conditions. Generally, personal securities transactions are subject to preclearance procedures, reporting requirements and holding period rules. The Codes also restrict personal securities transactions in private placements, initial public offerings and securities in which a Fund has a pending order. The Trust has also adopted a Code of Ethics for Chief Executive and Senior Financial Officers as required by Section 406 of the Sarbanes-Oxley Act of 2002.

Proxy Voting Policies

The Trust has adopted a Policy Regarding Proxy Voting (the “Policy”) stating the Trust’s intention for the Funds to exercise stock ownership rights with respect to portfolio securities in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Funds. The Funds or their voting delegates will endeavor to analyze and vote all proxies that are likely to have financial implications, and where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Funds or their voting delegates must also identify potential or actual conflicts of interest in voting proxies and must address any such conflict of interest in accordance with the Policy.

In the absence of a specific direction to the contrary from the Board, the Adviser or the subadviser that is managing a Fund is responsible for voting proxies for such Fund, or for delegating such responsibility to a qualified, independent organization engaged by the Adviser or respective subadviser to vote proxies on its behalf. The applicable voting party will vote proxies in accordance with the Policy or its own policies and procedures, which must be reasonably designed to further the best economic interests of the affected Fund shareholders. Because the Policy and the applicable voting party’s policies and procedures used to vote proxies for the Funds both are designed to further the best economic interests of the affected Fund shareholders, they are not expected to conflict with one another although the types of factors considered by the applicable voting party under its own policies and procedures may be in addition to or different from the ones listed below for the Policy.

The Policy specifies the types of factors to be considered when analyzing and voting proxies on certain issues when voting in accordance with the Policy, including, but not limited to:

 Anti-takeover measures – the overall long-term financial performance of the target company relative to its industry competition.

 Corporate Governance Matters – tax and economic benefits of changes in the state of incorporation; dilution or improved accountability associated with changes in capital structure.

 Contested elections – the qualifications of all nominees; independence and attendance record of board and key committee members; entrenchment devices in place that may reduce accountability.

78


 Stock Option and Other Management Compensation Issues—executive pay and spending on perquisites, particularly in conjunction with sub-par performance and employee layoffs.

 Shareholder proposals – whether the proposal is likely to enhance or protect shareholder value; whether identified issues are more appropriately or effectively addressed by legal or regulatory changes; whether the issuer has already appropriately addressed the identified issues; whether the proposal is unduly burdensome or prescriptive; whether the issuer’s existing approach to the identified issues is comparable to industry best practice.

The Funds and their voting delegates seek to avoid actual or perceived conflicts of interest of Fund shareholders, on the one hand, and those of the Adviser, subadviser, other voting delegate, Distributor, or any affiliated person of the Funds, on the other hand.

Depending on the type and materiality, the Board or its delegates may take the following actions, among others, in addressing any material conflicts of interest that arise with respect to voting (or directing voting delegates to vote): (i) rely on the recommendations of an established, independent third party proxy voting vendor; (ii) vote pursuant to the recommendation of the proposing delegate; (iii) abstain; (iv) where two or more delegates provide conflicting requests, vote shares in proportion to the assets under management of each proposing delegate; (v) vote shares in the same proportion as the vote of all other shareholders of such issuer; or (vi) the Adviser may vote proxies where the subadviser has a direct conflict of interest. The Policy requires each Adviser/subadviser that is a voting delegate to notify the Chief Compliance Officer of the Trust (or, in the case of a subadviser, the Chief Compliance Officer of the Adviser) of any actual or potential conflict of interest that is identified, and provide a recommended course of action for protecting the best interests of the affected Fund’s shareholders. No Adviser/subadviser or other voting delegate may waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board (or the Executive Committee thereof) or the Chief Compliance Officer of the Trust.

The Policy further imposes certain record-keeping and reporting requirements on each Adviser/subadviser or other voting delegate.

Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available, no later than August 31 of each year, free of charge by calling, toll-free, 800.243.1574, or on the SEC’s Web site at www.sec.gov.

Following is information about the policies and procedures followed by the subadviser to the Funds in voting proxies for the Funds.

In voting proxies, Stone Harbor is responsible for making investment decisions that seek to add value to its client assets and that are in the best interest of its clients. Stone Harbor has adopted proxy voting policies, general guidelines and procedures. As an adviser that primarily invests in fixed-income securities, Stone Harbor does not frequently have to vote proxies on behalf of its clients. In voting proxies, Stone Harbor is guided by general fiduciary principles. Stone Harbor’s goal is to act prudently, solely in the best interest of the beneficial owners of the accounts it manages. Stone Harbor attempts to consider all factors of its vote that could affect the value of the investment and will vote proxies in the manner that it believes will be consistent with efforts to maximize such value.

 

It is anticipated that Stone Harbor will generally follow its proxy voting general guidelines. If deemed to be in the best interests of a client, a portfolio manager may override the general guidelines without consultation with Stone Harbor’s Compliance & Risk Committee, unless the situation involves a conflict of interest. All overrides are subject to review by the Stone Harbor Compliance & Risk Committee.

In voting client proxies, Stone Harbor may encounter various potential conflicts of interest, such as when voting proxies pertaining to existing clients, potential clients, existing vendors, or lenders. In any case involving a potential or known conflict of interest, Stone Harbor personnel will consult with the Stone Harbor Compliance & Risk Committee in an attempt to resolve an actual or potential conflict. In addition, the Stone Harbor Compliance & Risk Committee reviews the proxy voting guidelines and portfolio manager overrides on at least an annual basis.

A complete copy of Stone Harbor’s current Proxy Voting Policies, Procedures and Guidelines may be obtained by sending a written request to Stone Harbor Investment Partners, LLC, Attn: Compliance, 31 West 52nd Street, 16th Floor, New York, New York 10019.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

The Funds had not commenced operations prior to the date of this SAI, so there were no persons who owned of record, or were known by the Trust to own beneficially, 5% or more of the outstanding shares of any class, or 25% or more of the outstanding shares of all classes, of the Funds.

As of September 8, 2022, the persons who owned of record, or were known by the Trust to own beneficially, 5% or more of the outstanding shares of any class, or 25% or more of the outstanding shares of all classes, of the Funds included in this SAI are shown in Appendix B — Control Persons and Principal Shareholders.

79


INVESTMENT ADVISORY AND OTHER SERVICES

Investment Adviser

The investment adviser to each of the Funds is VAIA, located at One Financial Plaza, Hartford, Connecticut 06103. VAIA, an indirect, wholly-owned subsidiary of Virtus, had approximately $1.4 billion in assets under management as of May 31, 2022.

Investment Advisory Agreement and Expense Limitation Agreement

The investment advisory agreement, approved by the Board, provides that the Trust will bear all costs and expenses (other than those specifically referred to as being borne by the Adviser) incurred in the operation of the Trust. Such expenses include, but shall not be limited to, all expenses incurred in the operation of the Trust and any public offering of its shares, including, among others, leverage expenses, acquired fund fees and expenses, interest, taxes, brokerage fees and commissions, fees of Trustees who are not employees of the Adviser, Virtus or any of its affiliates, expenses of Trustees, and shareholders’ meetings, expenses of printing and mailing proxy soliciting material, expenses of the insurance premiums for fidelity and other coverage, expenses of the repurchase and redemption of shares, expenses of the issue and sale of shares (to the extent not borne by VP Distributors under its agreement with the Trust), association membership dues, charges of custodians, transfer agents, dividend disbursing agents and financial agents, and bookkeeping, auditing and legal expenses. The Trust will also pay the fees and bear the expense of registering and maintaining the registration of the Trust and its shares with the SEC and registering or qualifying its shares under state or other securities laws and the expense of preparing and mailing prospectuses and reports to shareholders. If authorized by the Board, the Trust will also pay for extraordinary expenses and expenses of a non-recurring nature which may include, but shall not be limited to, the reasonable cost of any reorganization or acquisition of assets and the cost of legal proceedings to which the Trust is a party.

Each Fund will pay expenses incurred in its own operation and will also pay a portion of the Trust’s general administration expenses allocated on the basis of the asset values of the respective Funds.

For managing, or directing the management of, the investments of each fund, the Adviser is entitled to a fee, payable monthly, at the following annual rates based on each Fund’s average daily net assets:

   

Fund

Fee Rate

Emerging Markets Corporate Debt Fund

0.85%

Emerging Markets Debt Fund

0.60%

Emerging Markets Debt Allocation Fund

0.70%

High Yield Bond Fund

0.50%

Local Markets Fund

0.75%

Strategic Income Fund

0.55%

VAIA has contractually agreed to limit the annual operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the Funds’ subadviser, and dividend expenses, if any) of the following Funds, through the dates indicated:

       
 

Class A

Class I

Through Date

Emerging Markets Corporate Debt Fund

1.25%

1.00%

April 7, 2024

Emerging Markets Debt Fund

1.00%

0.72%

April 7, 2024

Emerging Markets Debt Allocation Fund

1.10%

0.85%

April 7, 2024

High Yield Bond Fund

0.90%

0.65%

April 7, 2024

Local Markets Fund

1.25%

1.00%

April 7, 2024

Strategic Income Fund

0.95%

0.70%

April 7, 2024

Following the contractual period, the Adviser may discontinue these expense caps and/or fee waivers at any time. Under certain conditions, the Adviser may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the

80


waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The Adviser also may, at its discretion, from time to time pay for other Fund expenses from its own assets or reduce the management fee of a Fund in excess of that required.

The investment advisory agreement also provides that the Adviser shall not be liable to the Trust or to any shareholder of the Trust for any error of judgment or mistake of law or for any loss suffered by the Trust or by any shareholder of the Trust in connection with the matters to which the agreement relates, except a loss resulting from willful misfeasance, bad faith, gross negligence or reckless disregard on the part of such Adviser in the performance of its duties thereof.

Provided it has been approved by a vote of the majority of the outstanding shares of a Fund of the Trust which is subject to its terms and conditions, the investment advisory agreement continues from year to year with respect to such Fund so long as (1) such continuance is approved at least annually by the Board or by a vote of the majority of the outstanding shares of such Fund and (2) the terms and any renewal of the agreement with respect to such Fund have been approved by the vote of a majority of the Trustees who are not parties to the agreement or interested persons, as that term is defined in the 1940 Act, of the Trust or the relevant Adviser, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of voting on such approval. On sixty days’ written notice and without penalty the agreement may be terminated as to the Trust or as to a Fund by the Board or by the relevant Adviser and may be terminated as to a Fund by a vote of the majority of the outstanding shares of such Fund. The Agreement automatically terminates upon its assignment (within the meaning of the 1940 Act). The agreement provides that upon its termination, or at the request of the relevant Adviser, the Trust will eliminate all reference to Virtus from its name and will not thereafter transact business in a name using the word Virtus.

Adviser Affiliates

George Aylward, Kevin Carr, Jennifer Fromm, and Richard Smirl each serve as an officer of the Trust and as an officer and/or director of the Adviser. The other principal executive officers of the Adviser are: Michael Angerthal, Executive Vice President and Treasurer; Wendy Hills, Executive Vice President, General Counsel and Secretary; Chet Persaud, Chief Compliance Officer; and David Hanley, Senior Vice President and Assistant Treasurer. The directors of the Adviser are George Aylward, Michael Angerthal and Wendy Hills.

Advisory Fees

The following table shows the dollar amount of fees received by the Adviser for services to the Funds, the amount of expenses reimbursed by the Adviser, and the actual fee received by the Adviser, during the fiscal years ended May 31, 2020, 2021 and 2022 under the investment advisory agreement in effect.

 
                   
 

Gross Advisory Fees ($)(*)

Advisory Fee Waived and/or Expenses Reimbursed ($)(*)

Net Advisory Fee ($)(*)

Fund

2020

2021

2022

2020

2021

2022

2020

2021

2022

EM Corporate Debt Fund

143,413

51,510

58,326

158,627

147,813

149,891

(15,214)

(96,303)

(91,565)

EM Debt Fund

6,830,363

7,480,532

7,257,097

-

-

124,763

6,830,363

7,480,532

7,132,334

EM Debt Allocation Fund

203,937

196,555

115,212

348,402

364,009

246,246

(144,465)

(167,454)

(131,034)

High Yield Fund

392,597

394,260

515,350

172,784

174,664

135,997

219,813

219,596

379,353

Local Markets Fund

3,534,555

1,450,395

860,645

-

70,180

147,211

3,534,555

1,380,215

713,434

Strategic Income Fund

177,997

169,119

172,069

336,893

325,418

279,632

(158,896)

(156,299)

(107,563)

(*) For periods prior to April 11, 2022, Stone Harbor Investment Partners LLC (or its predecessor, Stone Harbor Investment Partners LP) served as adviser to the Funds. VAIA replaced Stone Harbor Investment Partners LLC and became the Trust’s adviser effective on April 11, 2022. All advisory fees paid prior to April 11, 2022, were paid to Stone Harbor Investment Partners LLC (or its predecessor, Stone Harbor Investment Partners LP) and all advisory fees paid from April 11, 2022 through May 31, 2022 were paid to VAIA.

Subadviser and Subadvisory Agreement

VAIA has entered into a subadvisory agreement with respect to each Fund. The subadvisory agreement provides that VAIA will delegate to the subadviser the performance of certain of its investment management services under the Investment Advisory Agreement with respect to each of the Funds. The subadviser furnishes at its own expense the office facilities and personnel necessary to perform such services. VAIA remains responsible for the supervision and oversight of the subadviser’s performance. The subadvisory agreement is initially scheduled to remain in effect for two years and will continue in effect from year to year if specifically approved by the Trustees, including a majority of the Independent Trustees. The subadvisory fees are paid by VAIA out of its advisory fees from the Funds.

Stone Harbor–EM Corporate Debt Fund, EM Debt Fund, EM Debt Allocation Fund, High Yield Fund, Local Markets Fund and Strategic Income Fund

Virtus Fixed Income Advisers, LLC, an affiliate of VAIA, has its principal office at One Financial Plaza, Hartford, CT 06103. VFIA operates through its division, Stone Harbor in subadvising the funds described herein. Stone Harbor is located at 31 West 52nd Street, 16th Floor, New York, New York

81


10019.As of May 31, 2022, the three advisers that merged into VFIA on July 1, 2022 had approximately $37.1 billion in aggregate assets under management.

As of June 30, 2022, Stone Harbor Investment Partners LLC, which merged with and into VFIA on July 1, 2022, and the former portfolio management team of which now operates as the Stone Harbor division of VFIA, had approximately $10.7 billion in assets under management. Stone Harbor Investment Partners LLC was established in 2006.

For its services as a subadviser, VAIA pays Stone Harbor at the rate of 50% of the net advisory fee paid by each Fund for which Stone Harbor acts as subadviser.

Subadvisory Fees

The following table shows the dollar amount of fees payable to each subadviser for managing the respective Fund(s), the amount of expenses reimbursed by the subadviser, and the actual fee received by the subadviser for the fiscal years ended May 31, 2020, 2021 and 2022.

       
 

Gross Subadvisory Fee

Subadvisory Fee Waived and/or Expenses Reimbursed

Net Subadvisory Fee

Fund

4/11/2022-5/31/2022(*)

4/11/2022- 5/31/2022(*)

4/11/2022- 5/31/2022(*)

EM Corporate Debt Fund

8,289

18,449

(10,160)

EM Debt Fund

685,484

124,763

560,721

EM Debt Allocation Fund

9,609

32,546

(22,937)

High Yield Fund

71,921

28,203

43,718

Local Markets Fund

83,950

38,556

45,394

Strategic Income Fund

25,033

43,688

(18,655)

(*) Stone Harbor became subadviser to the Funds on April 11, 2022.

Administrator

VFS is the administrator of the Trust. VFS is an indirect, wholly-owned subsidiary of Virtus and an affiliate of the Adviser. For its services as administrator, VFS receives an administration fee based upon the average net assets(*) across all series of the Virtus Mutual Funds at the following annual rates:

   

First $15 billion

0.10%

$15+ billion to $30 billion

0.095%

$30+ billion to $50 billion

0.09%

Greater than $50 billion

0.085%

(*) On portfolios in excess of $10 billion, the fee is 0.07% on assets over $10 billion.

Effective April 11, 2022 VFS became Administrator to the Funds replacing ALPS Fund Services, Inc., administrator to the Predecessor Funds. The following table shows the dollar amount of fees paid that the Predecessor Funds and the Funds paid for the fiscal years ended May 31, 2020, 2021 and 2022, for its administrative services.

       
 

Administration Fee ($)(*)

Fund

2020

2021

2022

EM Corporate Debt Fund

16,278

11,544

11,328

EM Debt Fund

656,408

739,860

762,584

EM Debt Allocation Fund

21,668

21,560

14,588

High Yield Fund

51,500

54,195

73,567

Local Markets Fund

274,122

121,651

78,723

Strategic Income Fund

26,501

26,097

27,165

(*) VFS became administrator to the funds effective on April 11, 2022. All administrative fees paid prior to April 11, 2022 were paid to ALPS Fund Services, Inc. and all administrative fees paid from April 11, 2022 through May 31, 2022 were paid to VFS.

Sub-administrative and Accounting Agent

The Trust has entered into an agreement with BNY Mellon, 301 Bellevue Parkway, Wilmington, DE 19809, pursuant to which BNY Mellon serves as sub-administrative and accounting agent of the Trust. For its services in this capacity, BNY Mellon receives a fee based on the Funds’ aggregate

82


average net assets across the Virtus Mutual Funds. In addition to the asset-based fee, BNY Mellon is entitled to certain non-material fees, as well as out of pocket expenses.

       
 

Total Subadministrative Fees ($)

Fees Waived by Sub-Administrator ($)

Net Subadministrative Fee

Fund

4/11/2022(*)-5/31/2022

4/11/2022(*)- 5/31/2022

4/11/2022(*) 5/31/2022

EM Corporate Debt Fund

505

0

505

EM Debt Fund

10,033

0

10,033

EM Debt Allocation Fund

536

0

536

High Yield Fund

1,639

0

1,639

Local Markets Fund

1,366

0

1,366

Strategic Income Fund

812

0

812

(*) Class A Shares Inception Date.

Distributor

VP Distributors, a broker-dealer registered with FINRA and which is an indirect, wholly-owned subsidiary of Virtus and an affiliate of the Adviser and the subadviser, serves as distributor of the Funds’ shares. The principal office of VP Distributors is located at One Financial Plaza, Hartford, Connecticut 06103. George R. Aylward, Kevin Carr, Jennifer Fromm, Heidi Griswold, and Richard W. Smirl each serve as an officer of the Trust and as an officer for the Distributor.

The Trust and VP Distributors have entered into an underwriting agreement under which VP Distributors has agreed to use its best efforts to find purchasers for Trust shares and the Trust has granted to VP Distributors the exclusive right to purchase from the Funds and resell, as principal, shares needed to fill unconditional orders for Fund shares. VP Distributors may sell Fund shares through its registered representatives or through securities dealers with whom it has sales agreements. VP Distributors may also sell Fund shares pursuant to sales agreements entered into with bank-affiliated securities brokers who, acting as agent for their customers, place orders for Fund shares with VP Distributors. It is not anticipated that termination of sales agreements with banks and bank affiliated securities brokers would result in a loss to their customers or a change in the NAV per share of a Fund of the Trust.

For its services under the underwriting agreement, VP Distributors receives sales charges on transactions in Fund shares and retains such charges less the portion thereof allowed to its registered representatives and to securities dealers and securities brokers with whom it has sales agreements. In addition, VP Distributors may receive payments from the Trust pursuant to the Distribution Plans described below.

The inception date for Class A Shares was April 11, 2022. For the period April 11, 2022 through May 31, 2022, the Distributor received no commissions for Class A Shares and there were no deferred sales charges for Class A Shares.

The underwriting agreement may be terminated at any time by 60 days written notice, without payment of a penalty, by the Distributor, by vote of a majority of the appropriate Class of outstanding voting securities of the Funds, or by vote of a majority of the Trust’s Trustees who are not parties to the underwriting agreement or “interested persons” of any party and who have no direct or indirect financial interest in the operation of the Distribution Plan or in any related agreements. The underwriting agreement will terminate automatically in the event of its “assignment,” as defined in Section 2(a)(4) of the 1940 Act.

Dealer Concessions

All Share Classes

Dealers with whom the Distributor has entered into sales agreements receive a discount or commission on purchases of Class A Shares as set forth below.

       

Amount of Acquisition at Offering Price

Sales Charge as a percentage of Offering Price

Sales Charge as a Percentage of Amount Invested

Dealer Discount as a Percentage of Offering Price

Under $50,000

3.75%

3.90%

3.25%

$50,000 but under $100,000

3.50

3.63

3.00

$100,000 but under $250,000

3.25

3.36

2.75

$250,000 but under $500,000

2.25

2.30

2.00

$500,000 but under $1,000,000

1.75

1.78

1.50

$1,000,000 or more

None

None

None

83


Dealers and other entities that enter into special arrangements with the Distributor may receive compensation for the sale and promotion of shares of the Funds. Such fees are in addition to the sales commissions referenced above and may be based upon the amount of sales of fund shares by a dealer; the provision of assistance in marketing of Fund shares; access to sales personnel and information dissemination services; and other criteria as established by the Distributor. Depending on the nature of the services, these fees may be paid either from the funds through distribution fees, service fees or in some cases, the Distributor may pay certain fees from its own profits and resources.

Dealers and other entities that enter into special arrangements with the Distributor or the Transfer Agent may receive compensation from or on behalf of the funds for providing certain recordkeeping and related services to the funds or their shareholders. These fees may also be referred to as shareholder accounting fees, administrative services fees, sub-transfer agent fees or networking fees. They are not for the sale, promotion or marketing of Fund shares.

From its own profits and resources, the Distributor may, from time to time, make payments to qualified wholesalers, registered financial institutions and third party marketers for marketing support services and/or retention of assets. These payments are sometimes referred to as “revenue sharing.” Among others, the Distributor has agreed to make such payments for marketing support services to Equitable Advisors, LLC. For the Funds in this SAI, the Distributor may pay broker-dealers a finder’s fee in an amount equal to 0.50% of eligible Class A Share purchases from $1,000,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. Purchases of Class A Shares by an account in the name of a qualified employee benefit plan are eligible for a finder’s fee only if such plan has at least 100 eligible employees. A CDSC may be imposed on certain redemptions of such Class A investments. The CDSC may be imposed on redemptions within 18 months of a finder’s fee being paid. For the Funds in this SAI, the CDSC is 0.50%. For purposes of determining the applicability of the CDSC, the 18- month period begins on the last day of the month preceding the month in which the purchase was made. The Distributor will also pay broker-dealers a service fee of 0.25% beginning in the thirteenth month following purchase of Class A Shares on which a finder’s fee has been paid. (For the exact rate for your Fund(s), please refer to the chart in the section of the Funds’ prospectus entitled “Sales Charges” under “What are the classes and how do they differ?”) VP Distributors reserves the right to discontinue or alter such fee payment plans at any time.

From its own resources or pursuant to the distribution and shareholder servicing plans, and subject to the dealers’ prior approval, the Distributor may provide additional compensation to registered representatives of dealers in the form of travel expenses, meals, and lodging associated with training and educational meetings sponsored by the Distributor. The Distributor may also provide gifts amounting in value to less than $100, and occasional meals or entertainment, to registered representatives of dealers. Any such travel expenses, meals, lodging, gifts or entertainment paid will not be preconditioned upon the registered representatives’ or dealers’ achievement of a sales target. The Distributor may, from time to time, reallow the entire portion of the sales charge on Class A Shares which it normally retains to individual selling dealers. However, such additional reallowance generally will be made only when the selling dealer commits to substantial marketing support such as internal wholesaling through dedicated personnel, internal communications and mass mailings.

The Distributor has also agreed to pay fees to certain distributors for preferred marketing opportunities. These arrangements may be viewed as creating a conflict of interest between these distributors and investors. Investors should make due inquiry of their selling agents to ensure that they are receiving the requisite point of sale disclosures and appropriate recommendations free of any influence by reason of these arrangements.

The categories of payments the Distributor and/or the Transfer Agent may make to other parties are not mutually exclusive, and such parties may receive payments under more than one or all categories. These payments could be significant to a party receiving them, creating a conflict of interest for such party in making investment recommendations to investors. Investors should make due inquiry of any party recommending the funds for purchase to ensure that such investors are receiving the requisite point of sale disclosures and appropriate recommendations free of any influence by reason of these arrangements.

A document containing information about sales charges, including breakpoint (volume) discounts, is available free of charge on the Internet at virtus.com. In the “Our Products” section, go to the Mutual Funds page under “Individual Investors” and click on the link for Breakpoint (Volume) Discounts.

Custodian

The Bank of New York Mellon, 240 Greenwich Street, New York, NY 10286, serves as the custodian (the “Custodian”) of the Funds’ assets. The Custodian designated by the Board holds the securities in the Funds’ portfolios and other assets for safe keeping. The Custodian does not and will not participate in making investment decisions for the Funds. The Trust has authorized the Custodian to appoint one or more sub-custodians for the assets of the Funds held outside the United States. The securities and other assets of each Fund are held by its Custodian or any sub-custodian separate from the securities and assets of each other Fund.

Transfer Agent and Sub-Transfer Agent

VFS acts as transfer agent for the Trust. Pursuant to a Transfer Agent and Service Agreement, VFS receives a fee, based on the average net assets at an annual rate ranging from 0.045% to 0.0375%. VFS is authorized to engage subagents to perform certain shareholder servicing functions from time to time for which such agents shall be paid a fee by VFS or the Funds. Pursuant to an agreement among the Trust, VFS and BNY Mellon, BNY Mellon serves as sub-transfer agent to perform certain shareholder servicing functions for the Funds. For performing such services, BNY Mellon receives a monthly fee from the Funds as approved by the Board.

84


Legal Counsel to the Trust and the Independent Trustees

Sullivan & Worcester, LLP, 1666 K Street, NW, Washington, DC 20006, acts as legal counsel to the Trust and its Independent Trustees and reviews certain legal matters for the Trust in connection with the shares offered by the Prospectus.

Independent Registered Public Accounting Firm

PwC serves as the independent registered public accounting firm for the Funds. Deloitte served as the independent registered public accounting firm for the Predecessor Funds and audited the Funds’ most recent annual financial statements and expresses an opinion thereon. The independent registered public accounting firm or one of its affiliates also provides other accounting and tax-related services as requested by the Funds from time to time. PwC’s business address is Two Commerce Square, Suite 1800, 2001 Market Street, Philadelphia, PA 19103. Deloitte’s business address is 1601 Wewatta Street, Suite 400, Denver, Colorado 80202.

DISTRIBUTION PLAN

The Trust has adopted a distribution plan for Class A shares (the “Plan”) in accordance with Rule 12b-1 under the 1940 Act, to compensate the Distributor for the services it provides and for the expenses it bears under the Underwriting Agreement. Class A Shares pay a service fee at a rate of 0.25% per annum of the average daily net assets of such class of the Funds.

Expenditures under the Plan may consist of: (i) commissions to sales personnel for selling shares of a Fund (including underwriting fees and financing expenses incurred in connection with the payment of commissions); (ii) compensation, sales incentives and payments to sales, marketing and service personnel; (iii) payments to broker-dealers and other financial institutions which have entered into agreements with the Distributor in the form of the Dealer Agreement for Virtus Mutual Funds for services rendered in connection with the sale and distribution of shares of the Fund; (iv) payment of expenses incurred in sales and promotional activities, including advertising expenditures related to the Fund; (v) the costs of preparing and distributing promotional materials; (vi) the cost of printing the Fund’s Prospectuses and SAI for distribution to potential investors; (vii) expenses related to the cost of financing or providing such financing from the Distributor’s or an affiliate’s resources in connection with the Distributor’s payment of such distribution expenses; and (viii) such other similar services that the Trustees determine are reasonably calculated to result in the sale of shares of the Fund. From the fees received, the Distributor expects to pay a quarterly fee to qualifying broker-dealer firms, as compensation for providing personal services and/or the maintenance of shareholder accounts, with respect to shares sold by such firms. In the case of shares of the Funds being sold to an affiliated fund of funds, fees payable under the Plan shall be paid to the distributor of the fund of funds. This fee will not exceed on an annual basis 0.25% of the average annual NAV of such shares and will be in addition to sales charges on Fund shares which are re-allowed to such firms. To the extent that the entire amount of the fees received is not paid to such firms, the balance will serve as compensation for personal and account maintenance services furnished by the Distributor.

In order to receive payments under the Plan, participants must meet such qualifications to be established in the sole discretion of the Distributor, such as services to the Funds’ shareholders; or services providing the Funds with more efficient methods of offering shares to coherent groups of clients, members or prospects of a participant; or services permitting bulking of purchases or sales, or transmission of such purchases or sales by computerized tape or other electronic equipment; or other processing.

On a quarterly basis, the Funds’ Board reviews a report on expenditures under the Plan and the purposes for which expenditures were made. The Trustees conduct an additional, more extensive review annually in determining whether the Plan will be continued. By its terms, continuation of the Plan from year to year is contingent on annual approval by a majority of the Funds’ Trustees and by a majority of the Trustees who are not “interested persons” (as defined in the 1940 Act) and who have no direct or indirect financial interest in the operation of the Plan or any related agreements (the “Plan Trustees”). The Plan provides that it may not be amended to increase materially the costs which the Funds may bear pursuant to the Plan without approval of the shareholders of that class of the Funds and that other material amendments to the Plan must be approved by a majority of the Plan Trustees by vote cast in person at a meeting called for the purpose of considering such amendments. The Plan further provides that while it is in effect, the selection and nomination of Trustees who are not “interested persons” shall be committed to the discretion of the Trustees who are not “interested persons.” The Plan may be terminated at any time by vote of the Plan Trustees or a majority of the outstanding shares of the relevant class of the Funds.

No interested person of the Funds other than the Distributor and no Trustee who is an interested person of the Funds, as that term is defined in the 1940 Act, has had any direct or indirect financial interest in the operation of the Plan or related agreements.

FINRA regards certain distribution fees as asset-based sales charges subject to FINRA sales load limits. FINRA’s maximum sales charge rule may require the Board to suspend distribution fees or amend the Plan.

Rule 12b-1 Fees Paid

The following table shows Rule 12b-1 Fees paid by the Funds to the distributor with respect to Class A Shares of each Fund for which such fees were paid for the fiscal period April 11, 2022 through May 31, 2022.

85


   
 

12b-1 Fees Paid

Fund

4/11/2022(*) 5/31/2022

EM Corporate Debt Fund

33

EM Debt Fund

33

EM Debt Allocation Fund

33

High Yield Fund

33

Local Markets Fund

33

Strategic Income Fund

33

(*) Class A Shares Inception Date.

For the fiscal year ended May 31, 2022, the Funds paid Rule 12b-1 fees in the amount of $28,569 The Rule 12b-1 payments were used towards (1) compensation to dealers, $0; (2) compensation to sales personnel, $75; (3) advertising, $10,803; (4) printing and mailing of prospectuses to other than current shareholders, $0; and (5) other $17,691.

PORTFOLIO MANAGERS

Other Accounts Managed by Portfolio Managers and Potential Conflicts of Interest

As described in each Fund’s prospectus, the portfolio manager(s) who are responsible for the Funds are:

     

Fund

 

Portfolio Manager(s)

     
   

EM Corporate Debt Fund

 

Peter J. Wilby

James E. Craige

David A. Oliver

Kumaran Damodaran

William Perry

Stuart Sclater-Booth

EM Debt Fund

 

Peter J. Wilby

James E. Craige

David A. Oliver

Kumaran Damodaran

William Perry

Stuart Sclater-Booth

EM Debt Allocation Fund

 

Peter J. Wilby

James E. Craige

David A. Oliver

Kumaran Damodaran

William Perry

Stuart Sclater-Booth

High Yield Fund

 

Peter J. Wilby

James E. Craige

Dan Berkery

Matthew Kearns

Hunter Schwarz

Local Markets Fund

 

Peter J. Wilby

James E. Craige

David A. Oliver

Kumaran Damodaran

William Perry

Stuart Sclater-Booth

Strategic Income Fund

 

Peter J. Wilby

James E. Craige

David Torchia

Roger Lavan

David Scott

There may be certain inherent conflicts of interest that arise in connection with the portfolio managers’ management of a Fund’s investments and the investments of any other accounts they manage. Such conflicts could include the aggregation of orders for all accounts managed by a particular portfolio manager, the allocation of purchases across all such accounts, the allocation of IPOs and any soft dollar arrangements that the relevant subadviser may have in place that could benefit the Funds and/or such other accounts. The Board has adopted on behalf of the Funds policies and

86


procedures designed to address any such conflicts of interest to ensure that all transactions are executed in the best interest of the Funds’ shareholders. The subadviser is required to certify its compliance with these procedures to the Board on a quarterly basis. There have been no material compliance issues with respect to any of these policies and procedures during the Funds’ most recent fiscal year. Additionally, any conflicts of interest between the investment strategies of a Fund and the investment strategies of other accounts managed by portfolio managers are not expected to be material since portfolio managers generally manage funds and other accounts having similar investment strategies.

The following tables provide information as of May 31, 2022, regarding all accounts managed by the portfolio managers and portfolio management team members for each of the funds as named in the prospectus. In the tables, Registered Investment Companies include all open and closed-end mutual funds. Pooled Investment Vehicles include, but are not limited to, securities of issuers exempt from registration under Section 3(c) of the Investment Company Act, such as private placements and hedge funds. Other accounts would include, but are not limited to, individual managed accounts, separate accounts, institutional accounts, pension funds, collateralized bond obligations and collateralized debt obligations. The portfolio managers managing the Funds may also manage or be members of management teams for other Virtus Mutual Funds or other similar accounts.

Other Accounts Managed (No Performance-Based Fees)

                         
 

Registered Investment Companies

 

Other Pooled Investment Vehicles

 

Other Accounts

Portfolio Manager

Number of Accts

 

Total Assets
($ million)

 

Number of Accts

 

Total Assets
($ million)

 

Number of Accts

 

Total Assets
($ million)

Dan Berkery, CFA

 

0

 

0

 

6

 

175

 

3

 

89

James Craige, CFA

 

4

 

761

 

23

 

2,519

 

18

 

4,694

Kumaran Damodaran, PhD

 

4

 

761

 

17

 

2,336

 

15

 

4,590

Matthew Kearns, CFA

 

0

 

0

 

6

 

175

 

3

 

89

Roger Lavan, CFA

 

1

 

52

 

7

 

2,012

 

6

 

1,090

David Oliver, CFA

 

4

 

761

 

17

 

2,336

 

15

 

4,590

William Perry

 

4

 

761

 

23

 

2,519

 

18

 

4,694

Hunter Schwarz

 

0

 

0

 

6

 

175

 

3

 

89

Stuart Sclater-Booth

 

4

 

761

 

17

 

2,336

 

15

 

4,590

David Scott

 

1

 

52

 

7

 

2,012

 

6

 

1,090

David Torchia

 

1

 

52

 

7

 

2,012

 

6

 

1,090

Peter Wilby, CFA

 

5

 

809

 

30

 

4,530

 

24

 

5,784

Other Accounts Managed (With Performance-Based Fees)(*)

 
                         
 

Registered Investment Companies

 

Other Pooled Investment Vehicles

 

Other Accounts

Portfolio Manager

Number of Accts

 

Total Assets
($ million)

 

Number of Accts

 

Total Assets
($ million)

 

Number of Accts

 

Total Assets
($ million)

James Craige, CFA

 

0

 

0

 

1

 

172

 

0

 

0

Kumaran Damodaran, PhD

 

0

 

0

 

1

 

172

 

0

 

0

Roger Lavan, CFA

 

1

 

52

 

0

 

0

 

1

 

871

David Oliver, CFA

 

0

 

0

 

1

 

172

 

0

 

0

William Perry

 

0

 

0

 

1

 

172

 

0

 

0

Stuart Sclater-Booth

 

0

 

0

 

1

 

172

 

0

 

0

David Scott

 

1

 

52

 

0

 

0

 

1

 

87

David Torchia

 

1

 

52

 

0

 

0

 

1

 

871

Peter Wilby, CFA

 

1

 

52

 

1

 

172

 

1

 

871

(*) Table reflects all those portfolio managers who manage accounts with performance-based fees.

Portfolio Manager Compensation

Stone Harbor

Virtus and certain of its affiliated investment management firms, including Stone Harbor (collectively, “Virtus”), believe that the firm’s compensation program is adequate and competitive to attract and retain high-caliber investment professionals. Investment professionals at Virtus receive a competitive base salary, an incentive bonus opportunity and a benefits package. Certain professionals who supervise and manage others also participate in a management incentive program reflecting their personal contribution and team performance. Certain key individuals also have the opportunity to take advantage of a long-term incentive compensation program, including potential awards of Virtus restricted stock units (“Virtus

87


RSUs”) with multi-year vesting, subject to Virtus board of directors’ approval. Following is a more detailed description of Virtus’ compensation structure.

Base Salary. Each portfolio manager is paid a fixed base salary, which is designed to be competitive in light of the individual’s experience and responsibilities. Base salary is determined using compensation survey results of investment industry compensation conducted by an independent third party in evaluating competitive market compensation for its investment management professionals.

Incentive Bonus. Annual incentive payments are based on targeted compensation levels, adjusted based on profitability, investment performance factors and a subjective assessment of contribution to the team effort. The short-term incentive payment is generally paid in cash, but a portion may be made in Virtus RSUs. Individual payments are assessed using comparisons of actual investment performance with specific peer group or index measures. (Current benchmarks are indicated in the table below.) Performance of the Funds managed is generally measured over one-, three- and five-year periods and an individual manager’s participation is based on the performance of each Fund/account managed.

   

Fund

Performance Benchmark

 

EM Corporate Debt Fund

JPMorgan CEMBI Broad Diversified Index

EM Debt Fund

JPMorgan EMBI Global Diversified Index

EM Debt Allocation Fund

JPMorgan EMBI Global Diversified Index

JPMorgan GBI-EM Global Diversified Index

Blend of 50% JPMorgan EMBI Global Diversified Index and 50% JPMorgan GBI-EM Global Diversified Index

High Yield Fund

ICE BofA US High Yield Constrained Index

Local Markets Fund

JPMorgan GBI-EM Global Diversified Index

Strategic Income Fund

Bloomberg Global Credit Index (hedged to U.S. dollar)

While portfolio manager compensation contains a performance component, this component is adjusted to reward investment personnel for managing within the stated framework and for not taking unnecessary risk. This approach ensures that investment management personnel remain focused on managing and acquiring securities that correspond to a fund’s mandate and risk profile and are discouraged from taking on more risk and unnecessary exposure to chase performance for personal gain. We believe we have appropriate controls in place to handle any potential conflicts that may result from a substantial portion of portfolio manager compensation being tied to performance.

Other Benefits. Portfolio managers are also eligible to participate in broad-based plans offered generally to employees of Virtus and its affiliates, including 401(k), health and other employee benefit plans.

Portfolio Manager Fund Ownership

The following table states, as of May 31, 2022, (i) the dollar range of equity securities beneficially owned by each Portfolio Manager in each Fund that he or she managed, and (ii) to the extent such information is applicable and has been made available to the Funds, the dollar range of financial exposure, including through compensation plans, to any other investment vehicles he or she managed that have substantially similar investment objectives, policies and strategies to such Funds. The other investment vehicles may include separately managed accounts or private placement vehicles, and the financial exposure to such other investment vehicles may or may not include ownership from a legal perspective. Typically, exposure through a deferred compensation plan does not include legal ownership, but the plan participant’s account value rises and falls with the value of the investments selected within the plan.

             

Fund

 

Portfolio Manager

 

Dollar Range of Ownership of Securities

 

Dollar Range of Financial Exposure Through Similar Strategies

           

Emerging Markets Debt Fund

 

Peter J. Wilby

James E. Craige

David A. Oliver

Kumaran Damodaran

William Perry

Stuart Sclater-Booth

 

None

$500,001 - $1,000,000

None

None

None

None

 

None

None

None

None

None

None

88


             

High Yield Bond Fund

 

Peter J. Wilby

James E. Craige

Dan Berkery

Matthew Kearns

William Perry

Hunter Schwarz

 

None

None

None

None

None

None

 

None

None

None

None

None

None

Local Markets Fund

 

Peter J. Wilby

James E. Craige

David A. Oliver

Kumaran Damodaran

William Perry

Stuart Sclater-Booth

 

None

None

None

None

None

None

 

None

None

None

None

None

None

Emerging Markets Corporate Debt Fund

 

Peter J. Wilby

James E. Craige

David A. Oliver

Kumaran Damodaran

William Perry

Stuart Sclater-Booth

 

None

None

None

None

None

None

 

None

None

None

None

None

None

Strategic Income Fund

 

Peter J. Wilby

David Torchia

Roger Lavan

David Scott

James E. Craige

 

Over $1,000,000

Over $1,000,000

Over $1,000,000

None

None

 

None

None

None

None

None

Emerging Markets Debt Allocation Fund

 

Peter J. Wilby

James E. Craige

David A. Oliver

Kumaran Damodaran

William Perry

Stuart Sclater-Booth

 

None

None

None

None

None

None

 

None

None

None

None

None

None

BROKERAGE ALLOCATION AND OTHER PRACTICES

In effecting transactions for the Funds, the adviser or subadviser (throughout this section, “Subadviser”) adheres to the Trust’s policy of seeking best execution and price, determined as described below, except to the extent it is permitted to pay higher brokerage commissions for “brokerage and research services” as defined herein. The determination of what may constitute best execution and price in the execution of a securities transaction by a broker involves a number of considerations including, without limitation, the overall direct net economic result to the Funds (involving both price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, availability of the broker to stand ready to execute possibly difficult transactions in the future, the financial strength and stability of the broker and its ability to provide research services. Such considerations are judgmental and are weighed by the Subadviser in determining the overall reasonableness of brokerage commissions paid by the Funds.

The Subadviser may cause a Fund to pay a broker an amount of commission for effecting a securities transaction in excess of the amount of commission which another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission is reasonable in relation to the value of the brokerage and research services provided by such broker. As provided in Section 28(e) of the Securities Exchange Act of 1934, “brokerage and research services” include advising as to the value of securities, the advisability of investing in, purchasing or selling securities, the availability of securities or purchasers or sellers of securities; furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts, and effecting securities transactions and performing functions incidental thereto (such as clearance and settlement). Brokerage and research services provided by brokers to

89


the Funds are considered to be in addition to and not in lieu of services required to be performed by the Subadviser under its contract with the Trust and may benefit both the Funds and other accounts of the Subadviser. Conversely, brokerage and research services provided by brokers to other accounts of the Subadviser may benefit the Funds.

If the securities in which a particular Fund invests are traded primarily in the over-the-counter market, where possible the Fund will deal directly with the dealers who make a market in the securities involved unless better prices and executions are available elsewhere. Such securities may be purchased directly from the issuer. Bonds and money market instruments are generally traded on a net basis and do not normally involve either brokerage commissions or transfer taxes.

Some fund transactions are, subject to the Conduct Rules of the FINRA and to obtaining best prices and executions, effected through dealers (excluding VP Distributors) who sell shares of the Funds.

The Trust has Board-approved policies and procedures reasonably designed to prevent (i) the Subadvisers’ personnel responsible for the selection of broker-dealers to effect fund portfolio securities transactions from taking into account, in making those decisions, a broker-dealer’s promotion or sales efforts, and (ii) the Trust, its Adviser, Subadvisers and Distributor from entering into any agreement or other understanding under which the Funds direct brokerage transactions or revenue generated by those transactions to a broker-dealer to pay for distribution of Fund shares. These policies and procedures are designed to prevent the Trust from entering into informal arrangements to direct portfolio securities transactions to a particular broker.

The Trust has adopted a policy governing the execution of aggregated advisory client orders (“bunching policy”) in an attempt to lower commission costs on a per-share and per-dollar basis. According to the bunching policy, no Subadviser shall aggregate transactions unless it believes in its sole discretion that such aggregation is consistent with its duty to seek best execution (which shall include the duty to seek best price) for the Funds. No advisory account of the Subadviser is to be favored over any other account and each account that participates in an aggregated order is expected to participate at the average share price for all transactions of the Subadviser in that security on a given business day, with all transaction costs shared pro rata based on the Fund’s participation in the transaction. If the aggregated order is filled in its entirety, it shall be allocated among the Subadviser’s accounts in accordance with the allocation order, and if the order is partially filled, it shall be allocated pro rata based on the allocation order. Notwithstanding the foregoing, the order may be allocated on a basis different from that specified in the allocation order if good reason for such different allocation is provided and approved in accordance with the Subadviser’s policies and procedures adopted in accordance with the Trust’s policy. The Board will review the bunching policy from time to time as they deem appropriate.

A fund of funds generally does not invest directly in securities, but rather invests in ETFs and shares of underlying mutual funds. The shares of the underlying affiliated mutual funds are purchased at NAV of the shares of that fund without payment of a brokerage commission or a sales charge. The shares of ETFs are purchased through broker-dealers in transactions on a securities exchange, and the Fund will pay customary brokerage commissions for each purchase and sale.

The adviser or subadvisers to the underlying mutual funds execute the portfolio transactions for their respective fund(s). In allocating portfolio transactions, each underlying fund’s adviser or subadviser must comply with the brokerage and allocation procedures adopted by the board of trustees of the underlying mutual fund. The above discussion of the portfolio transactions and brokerage procedures of the Funds also applies to those underlying mutual funds that are affiliated with the Funds.

The following table shows aggregate amount of brokerage commissions paid by each Fund or Predecessor Fund for the fiscal years ended May 31, 2020, 2021 and 2022.

         
 

Aggregate Amount of Brokerage Commissions ($)

 

Fund

2020

2021

2022(*)

EM Corporate Debt Fund

0

0

0

EM Debt Fund

0

0

0

EM Debt Allocation Fund

0

0

0

High Yield Fund

0

0

0

Local Markets Fund

0

0

0

Strategic Income Fund

3,955

3,578

3,231

(*) The inception date of the Funds is April 11, 2022. All brokerage commissions paid prior to April 11, 2022 were paid by the Predecessor Funds.

During the fiscal years ended May 31, 2020, 2021 and 2022, no brokerage commissions were paid by the Predecessor Funds to any affiliate of the Funds, the Adviser or the Distributor, or to any affiliate of any affiliate of the Funds, the Adviser or the Distributor. No brokerage commissions were paid during the fiscal year ended May 31, 2022 by the Predecessor Funds on portfolio transactions executed by brokers who provided research and other statistical information.

90


Investment decisions for the Funds are made independently from those of the other investment companies or accounts advised by the Subadviser. It may frequently happen that the same security is held in the portfolio of more than one fund or account. Simultaneous transactions are inevitable when several funds or accounts are managed by the same investment adviser, particularly when the same security is suited for the investment objectives of more than one fund or account. When two or more funds or accounts advised by the Subadviser are simultaneously engaged in the purchase or sale of the same security, the transactions are allocated among the funds or accounts in a manner equitable to each fund or account. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Funds are concerned. In other cases, however, it is believed that the ability of the Funds to participate in volume transactions will produce better executions for the Funds. It is the opinion of the Board of the Trust that the desirability of utilizing the Subadviser as an investment adviser to the Funds outweighs the disadvantages that may be said to exist from simultaneous transactions.

Securities of Regular Broker-Dealers

The Funds are required to identify the securities of their regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or their parent companies held by the Predecessor Funds as of the close of their most recent fiscal year.

During the period April 11 through May 31, 2022, the Funds acquired securities of certain of the Funds’ regular broker dealers or the parents of such firms. The aggregate holdings of the Funds of those brokers or dealers as of May 31, 2022 (amounts in thousands, except shares) were as follows:

     

Fund

Broker/Dealer

Value

Stone Harbor Strategic Income Fund

Barclays Capital

68

PURCHASE, REDEMPTION AND PRICING OF SHARES

How to Buy Shares

For Class A Shares, the minimum initial investment is $2,500 and the minimum subsequent investment is $100. However, both the initial and subsequent minimum investment amounts are $100 for investments pursuant to the “Systematic Purchase” plan, a bank draft investing program administered by the Transfer Agent, or pursuant to the Systematic Exchange privilege or for an IRA. In addition, there are no subsequent minimum investment amounts in connection with the reinvestment of dividend or capital gain distributions.

For Class I Shares, the minimum initial investment is $100,000 and there is no subsequent minimum investment. For purchases of Class I Shares (i) by private clients of the adviser, subadviser and their affiliates, (ii) through certain programs and defined contribution plans with which the Distributor or Transfer Agent has an arrangement or (iii) by Trustees of the Virtus Mutual Funds and directors, officers and employees of Virtus and its affiliates, the minimum initial investment is waived. Completed applications for the purchase of shares should be mailed to: Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074.

The Trust has authorized one or more brokers to accept on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Trust’s behalf. The Trust will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, accepts the order. Customer orders will be priced at the Funds’ NAVs next computed after they are received in good order by an authorized broker or the broker’s authorized designee.

Alternative Purchase Arrangements

Shares may be purchased from investment dealers at a price equal to their NAV per share, plus a sales charge which, at the election of the purchaser, may be imposed either (i) at the time of the purchase (the “initial sales charge alternative”) or (ii) on a contingent deferred basis (the “deferred sales charge alternative”). Certain Funds also offer Class I Shares that may be purchased by certain institutional investors at a price equal to their NAV per share. Orders received by dealers prior to the close of trading on the NYSE are confirmed at the offering price effective at that time, provided the order is received by an authorized broker or broker’s authorized designee prior to its close of business.

The alternative purchase arrangements permit an investor to choose the method of purchasing shares that is more beneficial given the amount of the purchase, the length of time the investor expects to hold the shares, whether the investor wishes to receive distributions in cash or to reinvest them in additional shares of the Funds, and other circumstances.

The distribution expenses incurred by the Distributor in connection with the sale of the shares will be paid, in the case of Class A Shares, from the proceeds of the initial sales charge and the ongoing distribution and service fee. Sales personnel of broker-dealers distributing the Funds’ shares may receive differing compensation for selling Class A Shares.

Dividends paid by a Fund, if any, with respect to each class of shares will be calculated in the same manner at the same time on the same day, except that fees such as higher distribution and service fees and any incremental transfer agency costs relating to each class of shares will be borne exclusively by that class. (See “Dividends, Distributions and Taxes” in this SAI.)

91


Class A Shares

Class A Shares incur a sales charge when they are purchased and enjoy the benefit of not being subject to any sales charge when they are redeemed, except that a CDSC may apply on certain redemptions on which a finder’s fee has been paid. The CDSC may be imposed on redemptions within 18 months of a finder’s fee being paid. For the Funds in this SAI, the CDSC is 0.50%. The CDSC period begins on the last day of the month preceding the month in which the purchase was made. Such deferred sales charges may be waived under certain conditions as determined by the Distributor. Class A Shares are subject to ongoing distribution and services fees at an annual rate of 0.25% of the Fund’s aggregate average daily net assets attributable to the Class A Shares. In addition, certain purchases of Class A Shares qualify for reduced initial sales charges.

Class I Shares

Class I Shares are offered primarily to clients of financial intermediaries that (i) charge such clients an ongoing fee for advisory, investment, consulting, or similar services; or (ii) have entered into an agreement with the Distributor to offer Class I Shares through a no-load network or platform. Such clients may include pension and profit sharing plans, other employee benefit trusts, endowments, foundations and corporations. Class I Shares are also offered to private and institutional clients of, or referred by, the Adviser, the Trust’s subadvisers, their affiliates, and to Trustees of the Virtus Mutual Funds and trustees/directors of affiliated open- and closed-end funds, and directors, officers and employees of Virtus and its affiliates.

Class A Shares — Reduced Initial Sales Charges

Investors choosing Class A Shares may be entitled to reduced initial sales charges. The ways in which initial sales charges may be avoided or reduced are described below. Investors buying Class A Shares on which a finder’s fee has been paid may incur a CDSC if they redeem their shares within 18 months of purchase. For the Funds in this SAI, the CDSC is 0.50%. The CDSC period begins on the last day of the month preceding the month in which the purchase was made. Such deferred sales charge may be waived under certain conditions as determined by the Distributor or Transfer Agent.

Qualified Purchasers

If you fall within any one of the following categories, you will not have to pay a sales charge on your purchase of Class A Shares, provided that such purchase is made upon the written assurance of the purchaser that the purchase is made for investment purposes and that the shares so acquired will not be resold except to the Fund:

(1) Trustee, director or officer of any Virtus Mutual Fund, or any other mutual fund advised, subadvised or distributed by the Adviser, Distributor or any of their corporate affiliates;

(2) Any director or officer, or any full-time employee or sales representative (for at least 90 days), of the applicable Fund’s Adviser, subadviser or Distributor;

(3) Any private client of an Adviser or subadviser to any Virtus Mutual Fund;

(4) Registered representatives and employees of securities dealers with whom the Distributor has sales agreements;

(5) Any qualified retirement plan exclusively for persons described above;

(6) Any officer, director or employee of a corporate affiliate of the Adviser, a subadviser or the Distributor;

(7) Any spouse or domestic partner, child, parent, grandparent, brother or sister of any person named in (1), (2), (4) or (6) above;

(8) Employee benefit plans for employees of the Adviser, Distributor and/or their corporate affiliates;

(9) Any employee or agent who retires from the Distributor and/or their corporate affiliates or from PNX, as long as, with respect to PNX employees or agents, such individual was employed by PNX prior to December 31, 2008;

(10) Any Virtus direct account held in the name of a qualified employee benefit plan, endowment fund or foundation if, on the date of the initial investment, the plan, fund or foundation has assets of $10,000,000 or more or at least 100 eligible employees;

(11) Any person with a direct rollover transfer of shares from an established Virtus Mutual Fund or Virtus qualified plan;

(12) Any state, county, city, department, authority or similar agency prohibited by law from paying a sales charge;

(13) Any unallocated account held by a third party administrator, registered investment adviser, trust company, or bank trust department which exercises discretionary authority and holds the account in a fiduciary, agency, custodial or similar capacity, if in the aggregate such accounts held by such entity equal or exceed $1,000,000;

(14) Any deferred compensation plan established for the benefit of any trustee or director of Virtus, any Virtus Mutual Fund, or any open-or closed-end fund advised, subadvised or distributed by the Adviser, the Distributor or any of their corporate affiliates.

If you fall within any one of the following categories, you also will not have to pay a sales charge on your purchase of Class A Shares:

92


(15) Individuals purchasing through an account with an unaffiliated brokerage firm having an agreement with the Distributor to waive sales charges for its clients (See Appendix A to the prospectus for a description of broker-dealers offering various sales load waivers);

(16) Purchasers of Class A Shares bought through investment advisers and financial planners who charge an advisory, consulting or other fee for their services and buy shares for their own accounts or the accounts of their clients;

(17) Retirement plans and deferred compensation plans and trusts used to fund those plans (including, for example, certain plans qualified or created under Sections 401(a), 403(b) or 457 of the Code), and “rabbi trusts” that buy shares for their own accounts, in each case if those purchases are made through a broker or agent or other financial intermediary that has made special arrangements with the Distributor for such purchases; or

(18) Clients of investment professionals or financial planners who buy shares for their own accounts but only if their accounts are linked to a master account of their investment professional or financial planner on the books and records of the broker, agent or financial intermediary with which the Distributor has made such special arrangements. (See Appendix A in the Funds’ prospectus for a description of broker-dealers offering various sales load waivers.) Each of the investors described in (15) through (18) may be charged a fee by the broker, agent or financial intermediary for purchasing shares.

Combination Purchase Privilege

Your purchase of any class of shares of these Funds or any other Virtus Mutual Fund, (other than Virtus Seix U.S. Government Securities Ultra-Short Bond Fund and Virtus Seix Ultra-Short Bond Fund (the “Ultra-Short Bond Funds”)) if made at the same time by the same person, will be added together with any existing Virtus Mutual Fund account values to determine whether the combined sum entitles you to an immediate reduction in sales charges. A “person” is defined in this and the following sections as either:

(a) Any individual, his or her spouse or domestic partner, children and minor grandchildren purchasing shares for his, her or their own account (including an IRA account) including his, her or their own sole proprietorship or trust where any of the above is the named beneficiary;

(b) A trustee or other fiduciary purchasing for a single trust, estate or single fiduciary account (even though more than one beneficiary may exist);

(c) Multiple accounts (up to 200) under a qualified employee benefit plan or administered by a third party administrator; or

(d) Trust companies, bank trust departments, registered investment advisers, and similar entities placing orders or providing administrative services with respect to accounts over which they exercise discretionary investment authority and which are held in a fiduciary, agency, custodial or similar capacity, provided all shares are held of record in the name, or nominee name, of the entity placing the order.

Right of Accumulation

The value of your account(s) in any class of shares of these Funds or any other Virtus Mutual Fund (other than Class A Shares of the Ultra-Short Bond Funds) may be added together at the time of each purchase to determine whether the combined sum entitles you to a prospective reduction in sales charges. You must provide certain account information to the Funds and their agents at the time of purchase to exercise this right.

Gifting of Shares

If you make a gift of shares of a Virtus Mutual Fund, upon your request you may combine purchases, if made at the same time, of any class of shares of these Funds or any other Virtus Mutual Fund at the sales charge discount allowed for the combined purchase. The receiver of the gift may also be entitled to a prospective reduction in sales charges in accordance with the Virtus Mutual Funds’ right of accumulation or other provisions. You or the receiver of the gift must provide certain account information to Virtus Mutual Funds or their agents at the time of purchase to exercise this right.

Associations

Certain groups or associations may be treated as a “person” and qualify for reduced Class A Share sales charges. The group or association must: (1) have been in existence for at least six months; (2) have a legitimate purpose other than to purchase mutual fund shares at a reduced sales charge; (3) work through an investment dealer; and (4) not be a group whose sole reason for existing is to consist of members who are credit card holders of a particular company, policyholders of an insurance company, customers of a bank or a broker-dealer or clients of an investment adviser.

Letter of Intent

If you sign a Letter of Intent, your purchase of any class of shares of these Funds or any other Virtus Mutual Fund, (other than Class A Shares of the Ultra-Short Bond Funds) if made by the same person within a 13-month period, will be added together to determine whether you are entitled to an immediate reduction in sales charges. Sales charges are reduced based on the overall amount you indicate that you will buy under the Letter of Intent. The Letter of Intent is a mutually non-binding commitment. Since the Funds and their agents do not know whether you will ultimately fulfill the Letter of Intent, shares worth 5% of the Letter of Intent amount will be set aside until you fulfill the Letter of Intent. When you buy enough shares to fulfill the Letter of Intent, these shares will no longer be restricted. If, on the other hand, you do not satisfy the Letter of Intent, or otherwise wish to sell any

93


restricted shares, you will be given the choice of either buying enough shares to fulfill the Letter of Intent or paying the difference between any sales charge you previously paid and the otherwise applicable sales charge. You will be given 20 days to make this decision. If you do not exercise either election, the Transfer Agent will automatically redeem the number of your restricted shares needed to make up the deficiency in sales charges received. Oldest shares will be redeemed before selling newer shares. Any remaining shares will then be deposited to your account.

Class A Shares — Waiver of Deferred Sales Charges

The CDSC is waived on the redemption (sale) of Class A Shares if the redemption is made:

(a) within one year of death;

(i) of the sole shareholder on an individual account,

(ii) of a joint tenant where the surviving joint tenant is the deceased’s spouse or domestic partner,

(iii) of the beneficiary of a Uniform Gifts to Minors Act (UGMA), Uniform Transfers to Minors Act (UTMA) or other custodial account, or

(iv) of the “grantor” on a trust account;

(b) within one year of disability, as defined in Code Section 72(m)(7);

(c) as part of a required minimum distribution for IRA and other retirement accounts due to the shareholder reaching the qualified age based on applicable IRS regulations as described in the fund’s Prospectus;

(d) by 401(k) plans using an approved participant tracking system for participant hardships, death, disability or normal retirement, and loans which are subsequently repaid;

(e) based on the exercise of exchange privileges among Class A Shares of these Funds or any of the Virtus Mutual Funds;

(f) based on any direct rollover transfer of shares from an established Virtus Mutual Fund qualified plan into a Virtus Mutual Fund IRA by participants terminating from the qualified plan; and

(g) based on the systematic withdrawal program, provided such withdrawals do not exceed more than 1% monthly or 3% quarterly of the aggregate net investments. (See “Systematic Withdrawal Program” in this SAI for additional information about these restrictions.)

If, as described in condition (a) above, an account is transferred to an account registered in the name of a deceased’s estate, the CDSC will be waived on any redemption from the estate account occurring within one year of the death.

Class A Shares — Variations and Waivers of Sales Charges

Class A Shares purchased through specific intermediaries may be eligible for additional scheduled variations in, and eliminations of, Class A sales charges. Information about these variations and waivers is available from your financial intermediary and in Appendix A to the Funds’ prospectus, entitled “Intermediary Sales Charge Discounts and Waivers.”

How to Redeem Shares

Customer orders will be priced at the Funds’ NAVs next computed after they are received in good order by the Funds’ Transfer Agent, an authorized broker or the broker’s authorized designee. Even after all required documents have been received, a redemption request may not be considered in good order by the funds, their Transfer Agent or other authorized agents if any of them suspects that the request is fraudulent or otherwise not valid.

Under the 1940 Act, payment for shares redeemed must ordinarily be made within seven days after tender. The right to redeem shares may be suspended and payment postponed during periods when the NYSE is closed, other than customary weekend and holiday closings, or if permitted by rules of the SEC, during periods when trading on the NYSE is restricted or during any emergency which makes it impracticable for a Fund to dispose of its securities or to determine fairly the value of its net assets or during any other period permitted by order of the SEC for the protection of investors. Furthermore, the shareholder will not be entitled to and the Transfer Agent will not mail redemption proceeds until checks received for shares purchased have cleared, which may take up to 15 days.

All Share Classes

The Trust has authorized one or more brokers to receive on its behalf purchase and redemption orders. Such brokers are authorized to designate other intermediaries to accept purchase and redemption orders on the Trust’s behalf. The Trust will be deemed to have received a purchase or redemption order when an authorized broker or, if applicable, a broker’s authorized designee, accepts the order.

Redemptions by Class A shareholders will be subject to the applicable deferred sales charge, if any. A shareholder should contact his/her broker-dealer if he/she wishes to transfer shares from an existing broker-dealer street name account to a street name account with another broker-dealer. The Funds have no specific procedures governing such account transfers.

94


Redemptions by Mail

Shareholders may redeem shares by making written request, executed in the full name of the account, directly to Virtus Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074. (See the Funds’ current Prospectuses for more information.)

Redemptions by Telephone

Generally, shareholders may redeem by telephone up to $50,000 worth of their shares held in book-entry form. (See the Funds’ current Prospectuses for more information.) Corporations that have completed a Corporate Authorized Trader form may redeem more than $50,000 worth of shares in most instances. The funds, their Transfer Agent and their other authorized agents will not be liable for any loss, liability, cost or expense resulting from acting upon telephone instructions that are reasonably believed to be genuine.

Redemption of Small Accounts

Each shareholder account in the Funds which has been in existence for at least one year and which has a value of less than $200, due to redemption activity may be redeemed upon the giving of not less than 60 days written notice to the shareholder mailed to the account address of record. During the 60-day period following such notice, the shareholder has the right to add to the account to bring its value to $200 or more. (See the Funds’ current Prospectuses for more information.)

Redemptions in Kind

To the extent consistent with state and federal law, each Virtus Mutual Fund may make payment of the redemption price either in cash or in kind. However, the Funds have elected to pay in cash all requests for redemption by any shareholder of record, limited in respect to each shareholder during any 90-day period to the lesser of $250,000 or 1% of the NAV of the Fund at the beginning of such period. This election has been made pursuant to Rule 18f-1 under the 1940 Act and is irrevocable while the Rule is in effect unless the SEC, by order, permits the withdrawal thereof. In case of a redemption in kind, securities delivered in payment for shares would generally represent the shareholder’s proportionate share of the Fund’s current net assets and be valued at the same value assigned to them in computing the NAV per share of the Fund. A shareholder receiving such securities would incur brokerage costs when selling the securities.

Account Reinstatement Privilege

Shareholders who may have overlooked features of their investment at the time they redeemed have a privilege of reinvestment of their investment at NAV. (See the Funds’ current Prospectuses for more information.)

Returned/Uncashed Checks Policy

For the protection of Fund shareholders, if you have elected to receive dividends and other distributions in cash, and the check is returned to the Fund as undeliverable or you do not respond to mailings with regard to uncashed distribution checks, we may take any of the following actions:

 The distribution option on your account(s) will be changed to reinvest and all subsequent payments will be reinvested in additional shares of the Fund.

 Any systematic withdrawal plan will be stopped immediately.

 If a check is not presented for payment within six months, the Fund reserves the right to reinvest the check proceeds.

 If reinvested, distributions will be reinvested in the Fund at the earliest date practicable after the waiting period at the then-current NAV of such Fund.

 No interest will accrue on amounts represented by uncashed dividend, distribution or redemption checks.

This policy may not apply to certain retirement or qualified accounts, closed accounts or accounts under the applicable Fund’s required minimum threshold.

Reinvestment of future distributions will continue until you notify us of your election to reinstate cash payment of the dividends and other distributions. You will also be required to confirm your current address and daytime telephone number.

Pricing of Shares

The NAV per share of each class of each Fund generally is determined as of the close of regular trading (normally 4:00 PM Eastern time) on days when the NYSE is open for trading. A Fund will not calculate its NAV per share class on days when the NYSE is closed for trading.

The NYSE will be closed on the following observed national holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. Since the Funds do not price securities on weekends

95


or United States national holidays, the NAV of a Fund’s foreign assets may be significantly affected on days when the investor may not be able to purchase or sell shares of the Funds. The NAV per share of a Fund is determined by adding the values of all securities and other assets of the Fund, subtracting liabilities, and dividing by the total number of outstanding shares of the Fund. Assets and liabilities are determined in accordance with generally accepted accounting principles and applicable rules and regulations of the SEC. The total liability allocated to a class, plus that class’s distribution fee and any other expenses allocated solely to that class, are deducted from the proportionate interest of such class in the assets of the Fund, and the resulting amount of each is divided by the number of shares of that class outstanding to produce the NAV per share.

A security that is listed or traded on more than one exchange generally is valued at the official closing price on the exchange representing the principal exchange for such security. Because of the need to obtain prices as of the close of trading on various exchanges throughout the world, the calculation of NAV may not take place for any Fund which invests in foreign securities contemporaneously with the determination of the prices of the majority of the portfolio securities of such Fund. The foreign currency exchange rate used to price the currency in which foreign securities are denominated is generally the 4 p.m. Eastern Time spot rate. If at any time a Fund has investments where market quotations are not readily available or are determined not to be reliable indicators of the value of the securities priced, such investments are valued at the fair value thereof as determined by the Adviser by the Adviser pursuant to policies and procedures approved by the Board.

Security valuation procedures for each Fund, include nightly price variance as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis. All internally fair valued securities are approved by a valuation committee (the “Valuation Committee”) appointed by the Adviser. The Valuation Committee is comprised of certain Trust officers and/or representatives of the Adviser and/or Administrator. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the Valuation Committee monthly unless changes occur within the period. The Valuation Committee reviews the validity of any model inputs and any changes to the model when applicable.

Each Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

 Level 1 – quoted prices in active markets for identical securities

 Level 2 – prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.)

 Level 3 – prices determined using significant unobservable inputs (including the valuation committee’s own assumptions in determining the fair value of investments)

The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

A description of the valuation techniques applied to a Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the valuation committee, are generally categorized as Level 3 in the hierarchy.

Certain non-U.S. securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that non-U.S. markets close (where the security is principally traded) and the time that a Fund calculates its NAV that may impact the value of securities traded in these non-U.S. markets. In such cases the Funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, exchange traded funds, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.

Debt securities, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For most bond types, the pricing service utilizes matrix pricing which considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type, and current day trade information, as well as dealer supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured debt instruments such as mortgage-backed and asset-backed securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the valuation committee are generally categorized as Level 3 in the hierarchy.

Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy.

96


Over-the-counter (OTC) derivative contracts, which include forward currency contracts and equity linked instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds are valued at their closing NAV each business day and are categorized as Level 1 in the hierarchy.

Short-term notes having a remaining maturity of 60 days or less are valued at amortized cost, which approximates market, and are generally categorized as Level 2 in the hierarchy.

INVESTOR ACCOUNT SERVICES AND POLICIES

The Funds offer accumulation plans, withdrawal plans and reinvestment and exchange privileges. Certain privileges may not be available in connection with all classes. In most cases, changes to account services may be accomplished over the phone. Inquiries regarding policies and procedures relating to shareholder account services should be directed to the Transfer Agent at 800.243.1574. Broker-dealers may impose their own restrictions and limits on accounts held through the broker-dealer. Please consult with your broker-dealer for account restrictions and limit information. The Funds and their agents reserve the right to modify or terminate these services upon reasonable notice.

Exchanges

Under certain circumstances, shares of any Virtus Mutual Fund may be exchanged for shares of the same class of another Virtus Mutual Fund on the basis of the relative NAVs per share at the time of the exchange. Exchanges are subject to the minimum initial investment requirement of the designated Fund, except if made in connection with the Systematic Exchange privilege described below. Shareholders may exchange shares held in book-entry form for an equivalent number (value) of the same class of shares of any other Virtus Mutual Fund, if currently offered. Exchanges will be based upon each Fund’s NAV per share next computed following receipt of a properly executed exchange request without sales charge. For all Virtus fixed income funds, the CDSC is 0.50%; for all other Virtus Mutual Funds, the CDSC is 1.00%. On exchanges with share classes that carry a CDSC, the CDSC schedule of the original shares purchased continues to apply. The exchange of shares is treated as a sale and purchase for federal income tax purposes. (See also “Dividends, Distributions and Taxes” in this SAI.) Exchange privileges may not be available for all Virtus Mutual Funds, and may be rejected or suspended.

Financial intermediaries are permitted to initiate exchanges from one class of shares of a Fund into another class of shares of the same Fund if, among other things, the financial intermediary agrees to follow procedures established by the Fund, the Distributor or the Transfer Agent, which generally will require that (i) the exchanges be carried out within accounts that are maintained and controlled by the intermediary and meet investor eligibility requirements, if applicable, for the share class or account type, and (ii) no contingent deferred sales charges are outstanding, or the applicable intermediary agrees to cause any outstanding contingent deferred sales charges to be paid in a manner agreed to by the Fund, the Distributor or the Transfer Agent. The Fund’s ability to make this type of exchange may be limited by operational or other limitations, requiring the Fund or its agent to process the transaction as a liquidation and purchase, at the same closing NAV. The financial intermediary will be ultimately responsible for reporting the transaction in accordance with their instruction.

Shareholders owning shares of a Fund through accounts established directly with the Transfer Agent (i.e., not established with a financial intermediary who deals with the Transfer Agent exclusively on the investor’s behalf) may be permitted to exchange shares of one class of shares of the Fund into another class of shares of the same Fund, if they meet the investor eligibility requirements associated with the class into which they wish to exchange, at the discretion of the Fund or the Transfer Agent. A shareholder’s ability to make this type of exchange may be limited by operational or other limitations of his or her financial intermediary or the Fund. Under the Code, generally if a shareholder exchanges shares from one class of a Fund into another class of the same Fund, the transaction should not be subject to U.S. federal income taxes; however, each shareholder should consult both the relevant financial intermediary and the shareholder’s tax professional regarding the treatment of any specific exchange carried out under the terms of this paragraph.

Systematic Exchanges

If the conditions above have been met, you or your broker may, by telephone or written notice, elect to have shares exchanged for the same class of shares of another Virtus Mutual Fund automatically on a monthly, quarterly, semiannual or annual basis or may cancel this privilege at any time. If you maintain an account balance of at least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated on the basis of the NAV of the shares held in a single account), you may direct that shares be automatically exchanged at predetermined intervals for shares of the same class of another Virtus Mutual Fund. Systematic exchanges will be executed upon the close of business on the 10th day of each month or the next succeeding business day. Exchanges will be based upon each Fund’s NAV per share next computed after the close of business on the 10th day of each month (or next succeeding business day), without sales charge. Systematic exchange forms are available from the Transfer Agent.

Dividend Reinvestment Across Accounts

If you maintain an account balance of at least $5,000, or $2,000 for tax qualified retirement benefit plans (calculated on the basis of the NAV of the shares held in a single account), you may direct that any dividends and distributions paid with respect to shares in that account be automatically reinvested in a single account of one of the other Virtus Mutual Funds at NAV. You should obtain a current prospectus and consider the objectives and

97


policies of each Virtus Mutual Fund carefully before directing dividends and distributions to another Virtus Mutual Fund. Reinvestment election forms and prospectuses are available from the Transfer Agent. Distributions may also be mailed to a second payee and/or address. Requests for directing distributions to an alternate payee must be made in writing with a signature guarantee of the registered owner(s). To be effective with respect to a particular dividend or distribution, notification of the new distribution option must be received by the Transfer Agent at least three days prior to the record date of such dividend or distribution. If all shares in your account are repurchased or redeemed or transferred between the record date and the payment date of a dividend or distribution, you will receive cash for the dividend or distribution regardless of the distribution option selected.

Invest-by-Phone

This expedited investment service allows a shareholder to make an investment in an account by requesting a transfer of funds from the balance of the shareholder’s bank account. Once a request is phoned in, the Transfer Agent or its subagent will initiate the transaction by wiring a request for monies to the shareholder’s commercial bank, savings bank or credit union via ACH. The shareholder’s bank, which must be an ACH member, will in turn forward the monies to the Transfer Agent or its subagent for credit to the shareholder’s account. ACH is a computer based clearing and settlement operation established for the exchange of electronic transactions among participating depository institutions.

To establish this service, please complete a Bank Option Application and attach a voided check if applicable. Upon acceptance of the authorization form (usually within two weeks) shareholders may call toll free 800.243.1574 prior to 3:00 p.m. (Eastern Time) to place their purchase request. Instructions as to the account number and amount to be invested must be communicated to the Transfer Agent. The Transfer Agent or its subagent will then contact the shareholder’s bank via ACH with appropriate instructions. The purchase is normally credited to the shareholder’s account the day following receipt of the verbal instructions. The Fund may delay the mailing of a check for redemption proceeds of Fund shares purchased with a check or via Invest-by-Phone service until the Fund has assured itself that good payment has been collected for the purchase of the shares, which may take up to 15 days. The Trust and the Transfer Agent reserve the right to modify or terminate the Invest-by-Phone service for any reason or to institute charges for maintaining an Invest-by-Phone account.

Systematic Withdrawal Program

The Systematic Withdrawal Program allows you to periodically redeem a portion of your account on a predetermined monthly, quarterly, semiannual or annual basis. A sufficient number of full and fractional shares will be redeemed so that the designated payment is made on or about the 20th day of the month. Shares are tendered for redemption by the Transfer Agent, as agent for the shareowner, on or about the 15th of the month at the closing NAV on the date of redemption. The Program also provides for redemptions with proceeds to be directed through ACH to your bank account. For ACH payments, you may select the day of the month for the payments to be made; if no date is specified, the payments will occur on the 15th of the month. In addition to the limitations stated below, withdrawals may not be less than $25 and minimum account balance requirements shall continue to apply.

Shareholders participating in the Program must own shares of a Fund worth $5,000 or more, as determined by the then current NAV per share, and elect to have all dividends reinvested. The purchase of shares while participating in the Program will ordinarily be disadvantageous to the Class A Shares investor since a sales charge will be paid by the investor on the purchase of Class A Shares at the same time as other shares are being redeemed. For this reason, investors in Class A Shares may not participate in an automatic investment program while participating in the Program.

Notice to Non-U.S. Individual Shareholders

The Trust and its Shares are only registered in the United States of America. Regulations outside of the United States may restrict the sale of Shares to certain non-U.S. investors or subject certain shareholder accounts to additional regulatory requirements. The Trust reserves the right, however, to sell Shares to certain non-U.S. investors in compliance with applicable law. If a current shareholder in the Trust provides a non-U.S. address, this will be deemed a representation and warranty from such investor that he/she is not a U.S. resident and will continue to be a non-U.S. resident unless and until the Trust is notified of a change in the investor’s resident status. Any current shareholder that has a resident address outside of the Unites States may be restricted from purchasing additional Shares.

In the course of its business, the Trust, its service providers and/or its selling agents may collect, record, store, adapt, transfer and otherwise process information by which prospective and current natural person investors may be directly or indirectly identified. The Trust, its service providers and/or its selling agents shall comply with all applicable data protection regulation in processing personal data within their respective possession, including the EU General Data Protection Regulation (EU/2016/679) (“GDPR”). For shareholders who are residents or citizens of the European Union, personal data will be generally processed to open an account, manage and administer holding(s), including further subscriptions, redemptions, transfers or conversions, or otherwise as necessary to comply with legal obligations under GDPR.

DIVIDENDS, DISTRIBUTIONS AND TAXES

Qualification as a Regulated Investment Company

Each Fund within the Trust is treated as a separate corporation for investment and accounting purposes and is treated as a separate corporation for United States federal income tax purposes. Each Fund has elected to qualify and intends to qualify as a RIC under Subchapter M of the Code. In each

98


taxable year that a Fund qualifies as a RIC and distributes to its shareholders as dividends (not including “capital gains dividends,” discussed below) at least 90% of its ordinary investment income and short-term capital gains, with certain modifications, it (but not its shareholders) will be relieved of United States federal income tax on that portion of its net investment income and net capital gains that are currently distributed (or deemed distributed) to its shareholders. To the extent that a Fund fails to distribute all of its taxable income, it will be subject to corporate income tax (currently at a rate of 21%) on any retained ordinary investment income or short-term capital gains and undistributed long-term capital gains.

Each Fund intends to make timely distributions, if necessary, sufficient in amount to avoid the non-deductible 4% excise tax that is imposed on a RIC to the extent that it fails to distribute, with respect to each calendar year, at least 98% of its ordinary income (not including tax-exempt interest) for such calendar year and 98.2% of its capital gain net income as determined for a one-year period ending on October 31 of such calendar year (or a later date, if the Fund so elects). In addition, each RIC must distribute an amount equal to any undistributed investment company taxable income or capital gain net income from the previous calendar year to avoid the excise tax. The excise tax is imposed on the amount by which the RIC does not meet the foregoing distribution requirements. If a Fund has taxable income that would be subject to the excise tax, the Fund intends to distribute such income so as to avoid payment of the excise tax. Notwithstanding the foregoing, there may be certain circumstances under which it would be appropriate for a Fund to pay the excise tax.

Each Fund must satisfy the following tests each year in order to qualify as a RIC: (a) derive in each taxable year at least 90% of its gross income from dividends, interest and gains from the sale or other disposition of securities and certain other investment income; and (b) meet specified diversification requirements at the end of each quarter of each taxable year. Each Fund intends to satisfy these requirements. With respect to the diversification requirement, each Fund must also diversify its holdings so that, at the close of each quarter of its taxable year, at least 50% of the value of its total assets consists of cash, cash items, United States government securities and securities of other RICs, and other securities limited generally with respect to any one issuer to not more than 5% of the total assets of that Fund and not more than 10% of the outstanding voting securities of such issuer, and not more than 25% of the value of its assets is invested in the securities of any one issuer (other than United States government securities or the securities of other RICs). In addition, the Fund may not hold more than 25% of the securities (other than of other RICs) of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses or 25% of the securities of one or more qualified publicly traded partnerships. Each Fund intends to comply with all of the foregoing criteria for qualification as a RIC; however, there can be no assurance that each Fund will so qualify and continue to maintain its status as a RIC. If in any taxable year a Fund does not qualify as a RIC or fails to distribute at least 90% of the Fund’s investment company taxable income, all of its taxable income will be taxed at corporate rates, the Fund would not be entitled to deduct distributions to shareholders, and any capital gain dividend would not retain its character in the hands of the shareholder for tax purposes. The Code provides relief for certain de minimis failures to meet the asset or income tests or for certain failures due to reasonable cause. These relief provisions may prevent a Fund from being disqualified as a RIC and/or reduce the amount of tax on the Fund’s income as a result of the failure to meet certain tests.

Taxation of Debt Securities

Certain debt securities can be originally issued or acquired at a discount. Special rules apply under the Code to the recognition of income with respect to such debt securities. Under the special rules, a Fund may recognize income for tax purposes without a corresponding current receipt of cash. In addition, gain on a disposition of a debt security subject to the special rules may be treated wholly or partially as ordinary income, not capital gain.

A Fund may invest in certain investments that may cause it to realize income prior to the receipt of cash distributions, including securities bearing original issue discount. The level of such investments is not expected to affect a Fund’s ability to distribute adequate income to qualify as a RIC.

Special rules may apply to a Fund that holds debt securities on which the issuer defaults and the federal income tax consequences of such an issuer default are not certain in all cases.

Taxation of Derivatives and Foreign Currency Transactions

Many futures contracts and foreign currency contracts entered into by a Fund and all listed non-equity options written or purchased by a Fund (including options on debt securities, options on futures contracts, options on securities indices and options on broad-based stock indices) are governed by Section 1256 of the Code. Absent a tax election to the contrary, gain or loss attributable to the lapse, exercise or closing out of any such position is treated as 60% long-term and 40% short-term capital gain or loss, and on the last trading day of a Fund’s taxable year (and, generally on October 31 for purposes of the 4% excise tax), all outstanding Section 1256 positions are marked-to-market (i.e., treated as if such positions were closed out at their closing price on such day), and any resulting gain or loss is treated as 60% long-term and 40% short-term capital gain or loss. Under certain circumstances, entry into a futures contract to sell a security may constitute a short sale for United States federal income tax purposes, causing an adjustment in the holding period of the underlying security or a substantially identical security in a Fund’s portfolio.

Equity options written by a Fund (covered call options on portfolio stock) will be subject to the provisions under Section 1234 of the Code. If a Fund writes a call option, no gain is recognized upon its receipt of a premium. If such an option lapses or is closed out, any gain or loss is treated as a short-term capital gain or loss. If such an option is exercised, any resulting gain or loss is a short-term or long-term capital gain or loss depending on the holding period of the underlying stock.

99


Positions of a Fund which consist of at least one stock and at least one stock option or other position with respect to a related security which substantially diminishes the Fund’s risk of loss with respect to such stock could be treated as a “straddle” that is governed by Section 1092 of the Code, the operation of which may cause deferral of losses, adjustments in the holding periods of stock or securities and conversion of short-term capital losses into long-term capital losses. An exception to these straddle rules exists for any “qualified covered call options” on stock options written by a Fund.

Positions of a Fund which consist of at least one debt security not governed by Section 1256 of the Code and at least one futures or currency contract or listed non-equity option governed by Section 1256 of the Code which substantially diminishes the Fund’s risk of loss with respect to such debt security are treated as a “mixed straddle.” Although mixed straddles are subject to the straddle rules of Section 1092 of the Code, certain tax elections exist for them that reduce or eliminate the operation of these rules. Each Fund will monitor these transactions and may make certain tax elections in order to mitigate the operation of these rules and prevent disqualification of the Fund as a RIC for United States federal income tax purposes.

Under the Code, gains or losses attributable to fluctuations in exchange rates which occur between the time a Fund accrues interest or other receivables or accrues expenses or other liabilities denominated in a foreign currency and the time it actually collects such receivables or pays such liabilities generally are treated as ordinary income or loss. Similarly, on disposition of debt securities denominated in a foreign currency and on disposition of certain futures contracts, forward contracts and options, gains or losses attributable to fluctuations in the value of the foreign currency between the date of acquisition of the security or contract and the date of disposition also are treated as ordinary income or loss. Generally, these gains and losses, referred to under the Code as Section 988 gains or losses, may increase or decrease the amount of each Fund’s investment company taxable income to be distributed to its shareholders as ordinary income.

These special tax rules applicable to options, futures and currency transactions could affect the amount, timing and character of a Fund’s income or loss and hence of its distributions to shareholders by causing holding period adjustments, converting short-term capital losses into long-term capital losses, and accelerating a Fund’s income or deferring its losses.

The IRS has not provided guidance on the tax consequences of certain investments and other activities that the Funds may make or undertake. While the Funds will endeavor to treat the tax items arising from these transactions in a manner believed to be appropriate, guarantees cannot be given that the IRS or a court will concur with the Funds’ treatment and that adverse tax consequences will not ensue.

Taxation of Foreign Investments

If a Fund invests in stock of certain passive foreign investment companies, the Fund may be subject to special United States federal income taxation rules applicable to any “excess distribution” with respect to such stock or gain from the disposition of such stock treated as an “excess distribution.” The tax would be determined by allocating such distribution or gain ratably to each day of the Fund’s holding period for the stock. The distributions or gain so allocated to any taxable year of the Fund, other than the taxable year of the excess distribution or disposition, would be taxed to the Fund at the highest ordinary income rate in effect for such year, and the tax would be further increased by an interest charge to reflect the value of the tax deferral deemed to have resulted from the ownership of the foreign company’s stock. Any amount of distribution or gain allocated to the taxable year of the distribution or disposition would be included in the Fund’s investment company taxable income and, accordingly, would not be taxable to the Fund to the extent distributed by the Fund as a dividend to its shareholders. The Fund may elect to mark-to-market (i.e., treat as if sold at their closing market price on the same day) its investments in certain passive foreign investment companies and avoid any tax and/or interest charge on excess distributions.

Under limited circumstances, a Fund may be required to include in income certain amounts allocated to it as a shareholder of a controlled foreign corporation without receiving a distribution. Those amounts are treated as a dividend to the extent actually distributed by the controlled foreign corporation in the same year and would be included in the Fund’s investment company taxable income and not taxable to the Fund to the extent distributed by the Fund as a dividend to its shareholders. Any amount required to be included in the Fund’s income, but not distributed by the controlled foreign corporation, is not treated as a dividend (but is qualifying income for purposes of the 90% income test).

The Funds may be subject to tax on dividend or interest income received from securities of non-United States issuers withheld by a foreign country at the source. The United States has entered into tax treaties with many foreign countries that entitle a Fund to a reduced rate of tax or exemption from tax on income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund’s assets to be invested within various countries is not known. Each Fund intends to operate so as to qualify for tax treaty benefits where applicable. If more than 50% of the value of a Fund’s total assets at the close of its taxable year is comprised of stock or securities issued by foreign corporations, the Fund may elect to “pass through” to the Fund’s shareholders the amount of foreign income taxes paid by the Fund. If a Fund does elect to “pass through,” each shareholder will receive a written statement from the Fund identifying the amount of such shareholder’s pro rata share of (i) the foreign taxes paid and (ii) the Fund’s gross income from foreign sources. In addition, if at least 50% of the value of a Fund’s assets at the close of each quarter of the tax year is represented by interests in other RICs, then such Fund may “pass through” foreign income taxes paid without regard to whether more than 50% of the Fund’s total assets at the close of the tax year consisted of stock and securities issued by foreign corporations. If a Fund passes through foreign taxes, each shareholder will be required to include the amount of such shareholder’s pro rata share of such taxes in gross income (in addition to

100


dividends actually received), and the shareholder will be entitled to deduct such foreign taxes (if the shareholder itemizes deductions) in computing taxable income or claim a credit against U.S. federal income tax liability, subject to limitations.

Taxation of Distributions to Shareholders

Certain qualified dividend income and long-term capital gains are taxed at a lower federal income tax rate (maximum 20%) for individual shareholders. The reduced rate for qualified dividend income applies to dividends from domestic corporations and certain qualified foreign corporations subject to various requirements and a minimum holding period applicable to both a Fund and its shareholders. Ordinary distributions made by a Fund to its shareholders are eligible for the reduced rate to the extent the underlying income in the Fund is qualified dividend income. U.S. individuals and certain estates and trusts are subject to an additional 3.8% Medicare contribution tax that will generally apply to the lesser of (i) an individual’s net investment income or (ii) the excess of modified adjusted gross income over $200,000 (in the case of single filers) or $250,000 (in the case of a joint return).

Distributions made by a Fund from ordinary investment income and net short-term capital gains will be taxed to such Fund’s shareholders as ordinary dividend income to the extent of the earnings and profits of the Fund. Ordinary income dividends received by corporate shareholders of a Fund will qualify for the 50% dividends-received deduction to the extent the Fund designates such amounts as qualifying dividend distributions if certain holding period requirements are met and if the corporation did not borrow to acquire Fund shares; however, the portion that may be so designated is subject to certain limitations. Distributions by a Fund that are reported by the Fund as capital gain dividends in written statements furnished to its shareholders (e.g., Form 1099) will be taxed to the shareholders as long-term capital gain, and will not be eligible for the corporate dividends-received deduction.

Dividends declared by a Fund to shareholders of record in October, November or December will be taxable to such shareholders in the year that the dividend is declared, even if it is not paid until the following year (so long as it is actually paid by the Fund in January of such following year). Also, shareholders will be taxed on amounts reported by a Fund in written statements to shareholders as capital gain dividends, even if such amounts are not actually distributed to them. Shareholders will be entitled to claim a credit against their own United States federal income tax liability for taxes paid by each Fund on such undistributed capital gains, if any.

If a Fund invests in real estate investment trusts (“REITs”) and receives qualified REIT dividends, the Fund may pay Code Section 199A dividends limited to the excess of the Fund’s qualified REIT dividends for the taxable year over allocable expenses. Under final Treasury Regulations, non-corporate shareholders who meet holding period and certain other requirements are eligible for a 20% deduction against such Code Section 199A dividends. The final Treasury Regulations do not extend similar treatment to qualified publicly traded partnership income as defined under Section 199A of the Code, earned by a RIC. Therefore, non-corporate shareholders may not include any qualified publicly traded partnership income earned through a Fund in their qualified business income deduction.

Dividends and capital gain distributions will be taxable to shareholders as described above whether received in cash or in shares under a Fund’s distribution reinvestment plan. With respect to distributions received in cash or reinvested in shares purchased on the open market, the amount of the distribution for tax purposes will be the amount of cash distributed or allocated to the shareholder.

Shareholders should be aware that the price of shares of a Fund that are purchased prior to a dividend or distribution by the Fund may reflect the amount of the forthcoming dividend or distribution. Such dividend or distribution, when made, would be taxable to shareholders under the principles discussed above even though the dividend or distribution may reduce the NAV of shares below a shareholder’s cost and thus represent a return of a shareholder’s investment in an economic sense.

A high portfolio turnover rate may result in the realization of larger amounts of short-term gains, which are taxable to shareholders as ordinary income.

Each Fund intends to accrue dividend income for United States federal income tax purposes in accordance with the rules applicable to RICs. In some cases, these rules may have the effect of accelerating (in comparison to other recipients of the dividend) the time at which the dividend is taken into account by the Fund as taxable income.

Shareholders should consult their own tax professionals about their tax situations.

Income and capital gain distributions are determined in accordance with rules set forth in the Code and the Regulations that may differ from United States Generally Accepted Accounting Principles.

Sale or Exchange of Fund Shares

Gain or loss will be recognized by a shareholder upon the sale of his or her shares in a Fund or upon an exchange of his or her shares in a Fund for shares in another Virtus Mutual Fund. Provided that the shareholder is not a dealer in such shares, such gain or loss will generally be treated as capital gain or loss, measured by the difference between the adjusted basis of the shares and the amount realized from the sale. Under current law,

101


capital gains (whether long-term or short-term) of individuals and corporations are fully includable in taxable income. Capital losses (whether long-term or short-term) may offset capital gains plus (for non-corporate taxpayers only) up to $3,000 per year of ordinary income. Net capital losses for non-corporate taxpayers in excess of $3,000 may be carried forward. Corporate taxpayers may carry back net capital losses for three years or carry forward net capital losses for five years, but generally may not deduct net capital losses in the year such losses arise.

Redemptions, including exchanges, of shares may give rise to recognized gains or losses. All or a portion of a loss realized upon the redemption, including exchanges, of shares may be disallowed under “wash sale” rules to the extent shares are purchased (including shares acquired by means of reinvested dividends) within a 61-day period beginning 30 days before and ending 30 days after such redemption. Any loss realized upon a shareholder’s sale, redemption or other disposition of shares with a tax holding period of six months or less will be treated as a long-term capital loss to the extent of any capital gain dividend distributed with respect to such shares. The “wash sale” restrictions also apply to an investor who holds a security both within a tax-deferred account and in a taxable account; sales and repurchases between two accounts will be considered as wash sales. Any loss on redemption of shares held for less than six months will be treated as a long-term capital loss to the extent of any capital gains dividends receive on such shares.

Under certain circumstances, the sales charge incurred in acquiring shares of a Fund may not be taken into account in determining the gain or loss on the disposition of those shares. This rule applies where shares of a Fund are disposed of within 90 days after the date on which they were acquired and new shares of a RIC are acquired without a sales charge or at a reduced sales charge prior to January 31 of the calendar year following the calendar year of the disposition. In that case, the gain or loss realized on the disposition will be determined by excluding from the tax basis of the shares disposed of all or a portion of the sales charge incurred in acquiring those shares. This exclusion applies to the extent that the otherwise applicable sales charge with respect to the newly acquired shares is reduced as a result of the shareholder having incurred a sales charge initially. The portion of the sales charge affected by this rule will be treated as a sales charge paid for the new shares.

Each shareholder’s Form 1099 will report the cost basis of any such shares that were redeemed, sold, or exchanged during the year, and the form will report whether the gain or loss is treated as short-term or long-term. This information will be reported to the IRS. Each shareholder should inform the Fund of such shareholder’s cost selection for tax reporting purposes at the time of the sale or exchange of Fund shares or provide in advance a standing cost basis method for the shareholder’s account. If a shareholder does not provide cost basis instructions, the Fund’s default method will be used.

Tax Information Notices

Written notices will be sent to shareholders (by United States mail and/or electronic delivery, as applicable) regarding the tax status of all distributions made (or deemed to have been made) during each taxable year, including the amount of qualified dividend income for individuals, the amount qualifying for the corporate dividends-received deduction (if applicable) and the amount of capital gain dividends, undistributed capital gains (if any), tax credits (if applicable), and cumulative return of capital (if any).

Important Notice Regarding Taxpayer IRS Certification and Backup Withholding

Pursuant to the Code and Regulations, the Funds may be required to withhold a percentage of all reportable payments, including any taxable dividends, capital gains distributions or share redemption proceeds, at the specified rate in effect when such payments are made, for an account which does not have a taxpayer identification number and certain required certifications. The Funds reserve the right to refuse to open an account for any person failing to provide a taxpayer identification number along with the required certifications. The Funds will furnish shareholders, within 31 days after the end of the calendar year, with the information that is required by the IRS for preparing income tax returns. The Funds will also provide this same information to the IRS in the manner required by the IRS. Depending on your state of residence, the information may also be filed with your state taxing authority.

Some shareholders may be subject to withholding of United States federal income tax on dividends and redemption payments from the Funds (“backup withholding”) at the specified rate in effect when such payments are made. Corporate shareholders and certain other shareholders specified in the Code generally are exempt from such backup withholding. Generally, shareholders subject to backup withholding will be (i) those for whom a certified taxpayer identification number is not on file with the Fund, (ii) those about whom notification has been received (either by the shareholder or the Fund) from the IRS that they are subject to backup withholding or (iii) those who, to the Fund’s knowledge, have furnished an incorrect taxpayer identification number. Generally, to avoid backup withholding, a shareholder must, at the time an account is opened, certify under penalties of perjury that the social security number or taxpayer identification number furnished is correct and that he or she is not subject to backup withholding. From time to time, the shareholder may also be requested to provide certification of the validity of their taxpayer identification number.

Foreign Shareholders

Dividends paid by any of the Funds from net investment income and net realized short-term capital gains to a shareholder who is a nonresident alien individual, a foreign trust or estate, a foreign corporation or a foreign partnership (a “foreign shareholder”) will be subject to United States withholding tax at a rate of 30% unless a reduced rate of withholding or a withholding exemption is provided under an applicable tax treaty, and except that dividends paid from net portfolio interest income or from short term capital gains are not subject to withholding if the Fund meets various

102


reporting requirements. Foreign shareholders are urged to consult their own tax professionals concerning the applicability of the United States withholding tax and any foreign taxes.

Under the Foreign Account Tax Compliance Act (FATCA), a 30% withholding tax may apply to certain U.S.-source dividends, interest, and other withholdable payments made to certain foreign financial institutions or other foreign entities, unless such financial institution or entity enters into an agreement to collect and report certain information regarding their direct and indirect U.S. account holders and owners to tax authorities, comply with due diligence procedures, and satisfy certain other requirements or are otherwise exempt from FATCA. The obligation to withhold under FATCA applies even if the payment would otherwise be exempt from withholding under an applicable tax treaty or under the rules applicable to foreign shareholders. Under proposed Treasury Regulations on which taxpayers, including the Funds, may rely, the FATCA withholding obligation does not apply to a Fund’s distributions of net capital gain and to the gross proceeds from a sale or redemption of Fund shares. Foreign shareholders are urged to consult their own tax professionals concerning the applicability of FATCA.

Other Tax Consequences

In addition to the United States federal income tax consequences described above, there may be other foreign, United States federal, state or local tax considerations and estate tax considerations applicable to the circumstances of a particular investor. The foregoing discussion is based upon the Code, judicial decisions and administrative regulations, rulings and practices in effect as of December 2021, all of which are subject to change and which, if changed, may be applied retroactively to a Fund, its shareholders and/or its assets. No rulings have been sought from the IRS or any other tax authority with respect to any of the tax matters discussed above.

From time to time, proposals are introduced before the United States Congress that if enacted would affect the foregoing discussion with respect to taxes and could also affect the availability of certain investments to a Fund. The discussion above reflects changes made by the Tax Cuts and Jobs Act of 2017.

The information included in the Prospectus with respect to taxes, including this section entitled Dividends, Distributions and Taxes, is a general and abbreviated summary of applicable provisions of the Code and Regulations as interpreted by the courts and the IRS as of December 2021 and is not intended as tax advice to any person. The Code and Regulations, as well as the current interpretations thereof, may be changed at any time by legislative, judicial, or administrative action. In addition, recent changes to the Code have given rise to a number of new provisions, and further guidance is expected over the coming months and years. Accordingly, prospective purchasers are urged to consult their own tax professionals with specific reference to their own tax situations, including the potential application of United States federal, state, local and foreign tax laws.

Except as expressly set forth above, the foregoing discussion of United States federal income tax law relates solely to the application of that law to United States persons, i.e., United States citizens and residents and United States corporations, partnerships, trusts and estates. Each shareholder who is not a United States person should consider the United States and foreign tax consequences of ownership of shares of a Fund, including the possibility that such a shareholder may be subject to a United States withholding tax at a rate of 30% (or at a lower rate under an applicable tax treaty) on amounts constituting ordinary income received by him or her, where such amounts are treated as income from United States sources under the Code. The foregoing discussion does not address the special tax rules applicable to certain classes of investors, such as dealers in securities or currencies, traders in securities, banks, tax-exempt entities, life insurance companies, persons holding an interest in a Fund as a hedge or as part of a straddle or conversion transaction, or holders whose functional currency is not the United States dollar.

PERFORMANCE INFORMATION

Performance information for the Funds (and any class of the Funds) may be included in advertisements, sales literature or reports to shareholders or prospective investors. Performance information in advertisements and sales literature may be expressed as a yield of a class of shares and as a total return of a class of shares.

The Funds may from time to time include in advertisements containing total return the ranking of those performance figures relative to such figures for groups of mutual funds having substantially similar investment objectives and principal investment strategies as categorized by ranking services such as Lipper Analytical Services, Inc., CDA Investment Technologies, Inc., Weisenberger Financial Services, Inc. and Morningstar, Inc. Additionally, each Fund may compare its performance results to other investment or savings vehicles (such as certificates of deposit) and may refer to results published in various publications such as Changing Times, Forbes, Fortune, Money, Barrons, Business Week and Investor’s Business Daily, Stanger’s Mutual Fund Monitor, The Stanger Register, Stanger’s Investment Adviser, The Wall Street Journal, The New York Times, Consumer Reports, Registered Representative, Financial Planning, Financial Services Weekly, Financial World, U.S. News and World Report, Standard & Poor’s The Outlook and Personal Investor. The Funds may from time to time illustrate the benefits of tax deferral by comparing taxable investments to investments made through tax-deferred retirement plans. The total return may also be used to compare the performance of each Fund against certain widely acknowledged outside standards or indices for stock and bond market performance, such as the S&P 500® Index, Dow Jones Industrial Average, Bloomberg U.S. Aggregate Bond Index, Russell 2000 Index®, Russell Midcap® Growth Index and MSCI EAFE® (Europe Australasia Far East) Index.

103


Advertisements, sales literature and other communications may contain information about the Funds’ and their subadviser’s current investment strategies and management style. Current strategies and style may change to allow the Funds to respond quickly to changing market and economic conditions. From time to time the Funds may include specific portfolio holdings or industries in such communications. To illustrate components of overall performance, each Fund may separate its cumulative and average annual returns into income and capital gains components.

Performance information reflects only the performance of a hypothetical investment in each class during the particular time period on which the calculations are based. Performance information should be considered in light of a Fund’s investment objectives and policies, characteristics and quality of the portfolio, and the market condition during the given time period, and should not be considered as a representation of what may be achieved in the future.

Total Return

Standardized quotations of average annual total return for each class of shares will be expressed in terms of the average annual compounded rate of return for a hypothetical investment in such class of shares over periods of 1, 5 and 10 years or up to the life of the class of shares, calculated for each class separately pursuant to the following formula: P((1+T)(n)) = ERV (where P=a hypothetical initial payment of $1,000, T = the average annual total return, n = the number of years, and ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the period). All total return figures reflect the deduction of a proportional share of each class’s expenses (on an annual basis), deduction of the maximum initial sales load in the case of Class A Shares and assume that all dividends and distributions on each class of shares are reinvested when paid.

For average “after-tax” total return, the SEC rules mandate several assumptions, including that the calculations use the historical highest individual federal marginal income tax rates at the time of reinvestment, and that the calculations do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. These returns, for instance, assume that an investor has sufficient capital gains of the same character from other investments to offset any capital losses from the redemption. As a result, returns after taxes on distributions and sale of Fund shares may exceed returns after taxes on distributions (but before sale of Fund shares). These returns are not relevant to investors who hold their Fund shares through tax-deferred arrangements.

The Funds may also compute cumulative total return for specified periods based on a hypothetical account with an assumed initial investment of $10,000. The cumulative total return is determined by dividing the NAV of this account at the end of the specified period by the value of the initial investment and is expressed as a percentage. Calculation of cumulative total return reflects payment of the Class A Share’s maximum sales charge of 5.50% for the Funds and assumes reinvestment of all income dividends and capital gain distributions during the period.

The Funds also may quote annual, average annual and annualized total return and cumulative total return performance data, for any class of shares of the Funds, both as a percentage and as a dollar amount based on a hypothetical $10,000 investment for various periods other than those noted above. Such data will be computed as described above, except that (1) the rates of return calculated will not be average annual rates, but rather, actual annual, annualized or cumulative rates of return and (2) the maximum applicable sales charge will not be included with respect to annual, annualized or cumulative rate of return calculations.

Yield

The 30-day yield quotation as to a class of shares may be computed by dividing the net investment income for the period as to shares of that class by the maximum offering price of each share of that class on the last day of the period, according to the following formula:

Where:

(a) = dividends and interest earned during the period.

(b) = net expenses accrued for the period.

(c) = the average daily number of shares of the class outstanding during the period that were entitled to receive dividends.

(d) = the maximum offering price per share of the class on the last day of the period.

104


FINANCIAL STATEMENTS

The fiscal year of the Funds ends on May 31. The Funds will send financial statements to their shareholders at least semiannually. An annual report containing financial statements audited by the Funds’ independent registered public accounting firm will be sent to shareholders each year and is available without charge upon request.

The Funds’ audited financial statements for the fiscal year ended May 31, 2022, appearing in the Funds’ 2022 annual report to Shareholders, are incorporated herein by reference.

105


APPENDIX A DESCRIPTION OF RATINGS

A-1 and P-1 Commercial Paper Ratings

The Trust will only invest in commercial paper which at the date of investment is rated A-1 by Standard & Poor’s Corporation or P-1 by Moody’s Investors Services, Inc. (Moody’s), or, if not rated, is issued or guaranteed by companies which at the date of investment have an outstanding debt issue rated AA or higher by Standard & Poor’s or Aa or higher by Moody’s.

Commercial paper rated A-1 by Standard & Poor’s Corporation (“S&P”) has the following characteristics: Liquidity ratios are adequate to meet cash requirements. Long-term senior debt is rated “A” or better. The issuer has access to at least two additional channels of borrowing. Basic earnings and cash flow have an upward trend with allowance made for unusual circumstances. Typically, the issuer’s industry is well established and the issuer has a strong position within the industry. The reliability and quality of management are unquestioned.

The rating P-1 is the highest commercial paper rating assigned by Moody’s. Among the factors considered by Moody’s in assigning ratings are the following: (1) evaluation of the management of the issuer; (2) economic evaluation of the issuer’s industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; (3) evaluation of the issuer’s products in relation to competition and customer acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over a period of ten years; (7) financial strength of a parent company and the relationship which exists with the issuer; and (8) recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations.

Moody’s Investors Service, Inc.

Aaa — Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt-edge.” Interest payments are protected by a large or exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa — Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group, they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuations of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.

A — Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa — Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba — Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B — Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa — Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca — Bonds which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C — Bonds which are rated C are the lowest rated class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

Standard and Poor’s Corporation Corporate Bond Ratings

AAA Bonds rated AAA have the highest rating assigned by Standard & Poor’s Corporation. Capacity to pay interest and repay principal is extremely strong.

AA Bonds rated AA have a very strong capacity to pay interest and repay principal and differ from AAA issues only in small degree.

A-1


A Bonds rated A have a very strong capacity to pay interest and repay principal, although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.

BBB — Bonds rated BBB are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than in higher rated categories.

BB, B, CCC, CC — Bonds rated BB, B, CCC and CC are regarded, on balance, as predominantly speculative with respect to issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. BB indicates the lowest degree of speculation and CC the highest degree of speculation. While such bonds will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse conditions.

D — Debt rated D is in payment default. The D rating category is used when interest payments or principal payments are not made on the date due even if the applicable grace period has not expired, unless S&P believes that such payments will be made during such grace period. The D rating also will be used upon the filing of a bankruptcy petition if debt service payments are jeopardized.

S&P’s top ratings for municipal notes issued after July 29, 1984 are SP-1 and SP-2. The designation SP-1 indicates a very strong capacity to pay principal and interest. A “+” is added for those issues determined to possess overwhelming safety characteristics. An “SP-2” designation indicates a satisfactory capacity to pay principal and interest.

Commercial paper rated A-2 or better by S&P is described as having a very strong degree of safety regarding timeliness and capacity to repay. Additionally, as a precondition for receiving an S&P commercial paper rating, a bank credit line and/or liquid assets must be present to cover the amount of commercial paper outstanding at all times.

Fitch

Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns and insurance companies, are generally assigned Issuer Default Ratings (IDRs). IDRs opine on an entity’s relative vulnerability to default on financial obligations. The “threshold” default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts, although the agency recognizes that issuers may also make pre-emptive and therefore voluntary use of such mechanisms.

In aggregate, IDRs provide an ordinal ranking of issuers based on the agency’s view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood of default. For historical information on the default experience of Fitch-rated issuers, please consult the transition and default performance studies available from the Fitch Ratings website.

AAA — Bonds rated AAA are considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong ability to pay interest and repay principal, which is unlikely to be affected by reasonably foreseeable events.

AA Bonds rated AA are considered to be investment grade and of very high credit quality. The obligor’s ability to pay interest and repay principal is very strong, although not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA categories are not significantly vulnerable to foreseeable future developments, short-term debt of these issuers is generally rated F-1+.

A Bonds rated A are considered to be investment grade and of high credit quality. The obligor’s ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

BBB — Bonds rated BBB are considered to be investment grade and of satisfactory credit quality. The obligor’s ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances, however, are more likely to have an adverse impact on these bonds and, therefore, impair timely payment. The likelihood that the ratings of these bonds will fall below investment grade is higher than for bonds with higher ratings.

BB — Bonds rated BB are considered speculative. The obligor’s ability to pay interest and repay principal may be affected over time by adverse economic changes. However, business and financial alternatives can be identified which could assist the obligor in satisfying its debt service requirements.

B — Bonds rated B are considered highly speculative. While bonds in this class are currently meeting debt service requirements, the probability of continued timely payment of principal and interest reflects the obligor’s limited margin of safety and the need for reasonable business and economic activity throughout the life of the issue.

A-2


CCC — Bonds rated CCC have certain identifiable characteristics, which, if not remedied, may lead to default. The ability to meet obligations requires an advantageous business and economic environment.

CC — Bonds rated CC are minimally protected. Default in payment of interest and/or principal seems probable over time.

C— Bonds rated C are in imminent default in payment of interest or principal.

DDD, DD and D Bonds rated DDD, DD and D are in actual default of interest and/or principal payments. Such bonds are extremely speculative and should be valued on the basis of their ultimate recovery value in liquidation or reorganization of the obligor. DDD represents the highest potential for recovery on these bonds and D represents the lowest potential for recovery.

Plus (+) and minus (–) signs are used with a rating symbol to indicate the relative position of a credit within the rating categories.

A-3


 

 APPENDIX B — CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

The following table sets forth information as of September 8, 2022, 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 Predecessor Fund’s outstanding securities (Principal Shareholders) 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 (Control Person), as noted below. Institutional Class was the only class offered by each of the Predecessor Funds.

*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 NAME AND ADDRESS

FUND

PERCENTAGE

(%) OF FUND OUTSTANDING

IMF STAFF RETIREMENT PLAN
700 19th ST NW
WASHINGTON, DC 20431-0001

Stone Harbor High Yield Bond Fund

59.60%

MAC & CO 595509
ATTN MUTUAL FUNDS OPERATIONS
500 GRANT ST ROOM 151-1010
PITSBURGH, PA 15219-2502

Stone Harbor Emerging Markets Debt Allocation Fund

27.78%

NATIONAL FINANCIAL SERVICES, LLC*

ATTN MUTUAL FUNDS DEPT 4TH FLOOR

499 WASHINGTON BLVD

JERSEY CITY, NJ 07310

Stone Harbor Local Markets Fund

62.18%

STONE HARBOR EMERGING MARKETS DEBT

31 W 52ND ST FL 16

NEW YORK, NY 10019-7627

Stone Harbor Emerging Markets Corporate Debt Fund

62.87

STONE HARBOR STRATEGIC INCOME FUND

31 W 52ND ST STE 1602

NEW YORK, NY 10019-6125

Stone Harbor Emerging Markets Corporate Debt Fund

26.95%

US BANK N.A.

FBO AMERICAN HEART ASSOCIATION

PO BOX 1787

MILWAUKE, WI 53201

Stone Harbor Strategic Income Fund

80.03%

PRINCIPAL SHAREHOLDER NAME AND ADDRESS

FUND/CLASS

PERCENTAGE

(%) OF CLASS OUTSTANDING

ATIONAL FINANCIAL SERVICES, LLC *

FEBO CUSTOMERS

ATTN MUTUAL FUNDS DEPT

499 WASHINGTON BLVD

JERSEY CITY, NJ 07310

Stone Harbor Strategic Income Fund - Institutional Class

5.00%

Stone Harbor Ermerging Markets Debt Fund - Institutional Class

13.57%

Stone Harbor Ermerging Markets Debt Allocation Fund - Institutional Class

15.77%

CHARLES SCHWAB & CO., INC. *

ATTN MUTUAL FUNDS SF215FMT‐05 211 MAIN ST

SAN FRANCISCO, CA 94105

Stone Harbor Local Markets Fund  Institutional Class

5.86%

JP MORGAN CHASE BANK NA
FBO ERNST&YOUNG

4 CHASE METROTECH CRT
BROOKLYN, NY 11245-0003

Stone Harbor Emerging Markets Debt Fund - Institutional Class

5.40%

Stone Harbor Emerging Markets Debt Fund - Institutional Class

7.15%

BON SECOURS MERCY HEALTH INC

1505 MARRIOTTSVILLE RD

MARRIOTTSVILLE, MD 21104-1399

Stone Harbor Emerging Markets Debt Fund - Institutional Class

11.87%

DAVID TORCHIA & CHARLNE TORCHIA

252 7th AVE PH T

NEW YORK, NY 10001-7305

Stone Harbor Strategic Income Fund - Institutional Class

5.13%

B-1


     

EMPLOYEES RETIREMENT FD OF THE CITY OF FORT WORTH

DBA FORT WORTH EMPLOYEES RETIREMENT FUND

3801 HULEN ST STE 101

FORT WORTH, TX 76107-7202

Stone Harbor Emerging Markets Debt Fund - Institutional Class

6.17%

IMF STAFF RETIREMENT PLAN
700 19th ST NW
WASHINGTON, DC 20431-0001

Stone Harbor High Yield Bond Fund - Institutional Class

16.71%

MAC & CO

ATTN MUTUAL FUNDS OPERATIONS

500 GRANT ST ROOM 151-1010
PITSBURGH, PA 15219-2502

Stone Harbor Ermerging Markets Debt Allocation Fund - Institutional Class

51.11%

Stone Harbor Ermerging Markets Debt Fund - Institutional Class

15.53%

SEI PRIVATE TRUST COMPANY *
ONE FREEDOM VALLEY DRIVE
OAKS, PA 19456-9989

Stone Harbor Emerging Markets Debt Fund - Institutional Class

8.52%

PETER J. WILBY

5 PLYMOUTH CT

PRINCETON JCT, NJ 08550-2135

Stone Harbor Strategic Income Fund - Institutional Class

9.60%

SHEET METAL WORKS LOCAL 33

CLEVLAND DISTRICT PENSION

12515 CORPORATE DRIVE

PARMA, OH 44130-9322

Stone Harbor Emerging Markets Corporate Debt Fund - Institutional Class

8.73%

STONE HARBOR EMERGING MARKETS DEBT ALLOCATION
31 W 52ND ST FL 16
NEW YORK, NY 10019-7627

Stone Harbor Local Markets Fund - Institutional Class

6.36%

STONE HARBOR STRATEGIC INCOME FUND
31 W 52ND ST FL 16
NEW YORK, NY 10019-7627

Stone Harbor High Yield Bond Fund - Institutional Class

11.48%

US BANK N.A.

FBO NBA PLAYERS

PO BOX 1787

MILWAUKEE, WI 53201-1787

Stone Harbor Local Markets Fund - Institutional Class

17.27%

US BANK N.A.

FBO OMAHA PUBLIC POWER DISTIRCT RETIREMENT PLAN AND TRUST

1555 N RIVERCENTER DR STE 302

MILWAUKEE, WI 53212-3958

Stone Harbor Emerging Markets Debt Fund - Institutional Class

7.48%

B-2


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.

 

3. Second Amendment to the Declaration of Trust of VOT, dated August 20, 2015, filed via EDGAR (as Exhibit a.3) with Post-Effective Amendment No. 85 (File No. 033-65137) on January 27, 2016, and incorporated herein by reference.

 

4. Third Amendment to the Declaration of Trust of VOT, dated November 17, 2016, filed via EDGAR (as Exhibit a.4) with Post-Effective Amendment No. 92 (File No. 033-65137) on January 20, 2017, and incorporated herein by reference.

 

5. Fourth Amendment to the Declaration of Trust of VOT, dated June 2, 2017, filed via EDGAR (as Exhibit a.5) with Post-Effective Amendment No. 96 (File No. 033-65137) on January 26, 2018, 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 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, filed via EDGAR (as Exhibit d.8) with Post-Effective Amendment No. 27 (File No. 033-65137) on September 24, 2007, and incorporated herein by reference.
 
c) Third Amendment to Amended and Restated Investment Advisory Agreement between Registrant and VIA dated September 24, 2007, filed via EDGAR (as Exhibit d.14) 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 effective as of January 31, 2008, filed via EDGAR (as Exhibit d.20) 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.18) 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 effective as of March 2, 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.

 

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.22) 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.26) 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.33) 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.34) 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.35) 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.31) 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.32) 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, 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, 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, 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, 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, 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, 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 (as Exhibit d.1.t) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated herein by reference.

 

u) Twenty-First Amendment to the Amended and Restated Investment Advisory Agreement, by and between Registrant and VIA effective as of March 19, 2015, filed via EDGAR (as Exhibit d.1.u) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated herein by reference.

 

v) Twenty-Second Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA effective as of May 11, 2015, filed via EDGAR (as Exhibit d.1.v) with Post-Effective Amendment No. 85 (File No. 033-65137) on January 27, 2016, and incorporated herein by reference.

 

w) Twenty-Third Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA effective as of February 8, 2016, filed via EDGAR (as Exhibit d.1.w) with Post-Effective Amendment No. 88 (File No. 033-65137) on September 23, 2016, and incorporated herein by reference.

 

x) Twenty-Fourth Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA effective as of January 9, 2017, filed via EDGAR (as Exhibit d.1.x) with Post-Effective Amendment No. 92 (File No. 033-65137) on January 20, 2017, and incorporated herein by reference.

 

y) Twenty-Fifth Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA, effective as of January 1, 2018, filed via EDGAR (as Exhibit d.1.y) with Post-Effective Amendment No. 96 (File No. 033-65137) on January 26, 2018, and incorporated herein by reference.

 

z) Twenty-Sixth Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA, effective September 30, 2019, filed via EDGAR (as Exhibit d.1.z) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.
 
aa) Twenty-Seventh Amendment to the Amended and Restated Investment Advisory Agreement, by and between the Registrant and VIA, effective December 1, 2020, filed via EDGAR (as Exhibit d.1.aa) with Post-Effective Amendment No. 116 (File No. 033-65137) on January 25, 2021, and incorporated herein by reference.

 

bb) Twenty-Eighth Amendment to the Amended and Restated Investment Advisory Agreement by and between the Registrant and VIA, effective June 14, 2021, filed via EDGAR (as Exhibit d.1.bb) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference.

 

cc) Twenty-Ninth Amendment to the Amended and Restated Investment Advisory Agreement by and between the Registrant and VIA, effective September 24, 2021, filed via EDGAR (as Exhibit 6dd) to Form N-14 (File No. 333-259608) on September 17, 2021, and incorporated herein by reference.

 

2. Investment Advisory Agreement between Virtus Insight Trust (“VIT”) (since assigned to the Registrant) and Virtus Investment Advisers, Inc., dated May 18, 2006, filed via EDGAR (as Exhibit d.1) with VIT’s Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006, and incorporated herein by reference.

 

a) First Amendment to Investment Advisory Agreement between VIT (since assigned to the Registrant) and VIA, dated January 1, 2010, filed via EDGAR (as Exhibit d.7) with VIT’s Post-Effective Amendment No. 50 (File No. 033-64915) on February 25, 2010, and incorporated herein by reference.

 

b) Corrected Second Amendment to Investment Advisory Agreement between the Registrant (as assigned by VIT) and VIA, dated December 1, 2018, filed via EDGAR (as Exhibit d.2.b) with Post-Effective Amendment No. 113 (File No. 033-65137) on July 2, 2020, and incorporated herein by reference.

 

c) Third Amendment to Investment Advisory Agreement between the Registrant (as assigned by VIT) and VIA, dated January 28, 2020, filed via EDGAR (as Exhibit d.2.c) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.

 

3. Transfer and Assumption of Amended and Restated Investment Advisory Agreement among Registrant, VIA and Virtus Alternative Investment Advisers Inc. (“VAIA”), dated September 1, 2020, with respect to Virtus FORT Trend Fund filed via EDGAR (as Exhibit d.3) with Post-Effective Amendment No. 114 (File No. 033-65137) on August 31, 2020, and incorporated herein by reference.

 

4. Investment Advisory Agreement between Registrant, VAIA and VATS Offshore Fund, Ltd. (“VATS”), effective September 1, 2020, filed via EDGAR (as Exhibit d.4) with Post-Effective Amendment No. 114 (File No. 033-65137) on August 31, 2020, and incorporated herein by reference.

 

5. Investment Advisory Agreement between Registrant and VAIA effective April 4, 2022, with respect to Virtus Stone Harbor Emerging Markets Corporate Debt Fund (“Emerging Markets Corporate Debt Fund”), Virtus Stone Harbor Emerging Markets Debt Fund (“Emerging Markets Debt Fund”), Virtus Stone Harbor Emerging Markets Debt Allocation Fund (“Emerging Markets Debt Allocation Fund”), Virtus Stone Harbor High Yield Bond Fund (“SH High Yield Fund”), Virtus Stone Harbor Local Markets Fund (“Local Markets Fund”) and Virtus Stone Harbor Strategic Income Fund (“Strategic Income Fund”) (each a “SHIP Fund” and collectively, the “SHIP Funds”) filed via EDGAR (as Exhibit d.5) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

6. Subadvisory Agreement dated June 27, 2007, among VIA, Duff & Phelps Investment Management Co. (“Duff & Phelps”) and VOT on behalf of Virtus Duff & Phelps Global Infrastructure Fund (f/k/a Phoenix Global Utilities Fund and Virtus Global Infrastructure Fund)(“Global Infrastructure Fund”) and Virtus Duff & Phelps Real Estate Securities Fund (f/k/a Phoenix Real Estate Securities Fund and Virtus Real Estate Securities Fund)(“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 dated September 24, 2007, among VIA, Duff & Phelps and VOT on behalf of Virtus Duff & Phelps International Real Estate Securities Fund (f/k/a Phoenix International Real Estate Securities Fund and Virtus International Real Estate Securities Fund)(“International Real Estate Securities Fund”), filed via EDGAR (as Exhibit d.16) 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 dated March 2, 2009, among VIA, Duff & Phelps and VOT on behalf of Virtus Duff & Phelps Global Real Estate Securities Fund (f/k/a Virtus Global Real Estate Securities Fund)(“Global Real Estate Securities Fund”) filed via EDGAR (as Exhibit d.24) 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 dated January 1, 2010, among VIA, Duff & Phelps and VOT on behalf of Global Infrastructure Fund, Global Real Estate Securities Fund, International Real Estate Securities Fund and Real Estate Securities Fund filed via EDGAR (as Exhibit d.37) with Post-Effective Amendment No. 44 (File No. 033-65137) on January 27, 2011, and incorporated herein by reference.

 

7. Subadvisory Agreement dated February 28, 2020, among VIA, Duff & Phelps and VOT on behalf of Virtus Duff & Phelps Real Asset Fund filed via EDGAR (as Exhibit d.4) with Post-Effective Amendment No. 111 (File No. 033-65137) on February 28, 2020, and incorporated herein by reference.

 

8. Subadvisory Agreement dated September 1, 2020, among VAIA, FORT, L.P. (“FORT”) and Registrant on behalf of Virtus FORT Trend Fund filed via EDGAR (as Exhibit d.6) with Post-Effective Amendment No. 114 (File No. 033-65137) on August 31, 2020, and incorporated herein by reference.

 

9. Subadvisory Agreement dated September 1, 2020, among VAIA, FORT and VATS filed via EDGAR (as Exhibit d.7) with Post-Effective Amendment No. 114 (File No. 033-65137) on August 31, 2020, and incorporated herein by reference.

 

10. Subadvisory Agreement dated August 28, 2012, among VIA, Kayne Anderson Rudnick Investment Management, LLC (“KAR”) and VOT on behalf of Virtus KAR International Small-Mid Cap Fund (f/k/a Virtus KAR International Small-Cap Fund, Virtus International Small-Cap Equity Fund and Virtus International Small-Cap Fund) 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) First Amendment to Subadvisory Agreement dated December 18, 2013, among VIA, KAR and VOT on behalf of Virtus KAR Emerging Markets Small-Cap Fund (f/k/a Virtus 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.

 

11. Subadvisory Agreement effective September 30, 2019, among VIA, KAR and VOT on behalf of Virtus KAR International Small-Mid Cap Fund filed via EDGAR (as Exhibit d.7) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.

 

12. Subadvisory Agreement effective June 14, 2021, among VIA, KAR and VOT on behalf of Virtus KAR Developing Markets Fund filed via EDGAR (as Exhibit d.11) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference.

 

13. Subadvisory Agreement dated July 1, 1998, among VIA, Newfleet Asset Management, a division of Virtus Fixed Income Advisers, LLC (“VFIA”) (successor to Seneca Capital Management LLC and SCM Advisors LLC) (“Newfleet”) and VOT, 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 effective July 1, 1998, among VIA, Newfleet and VOT, 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 dated November 20, 2002, among VIA, Newfleet and VOT, 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 dated September 1, 2006, among VIA, Newfleet and VOT, filed via EDGAR (as Exhibit d.7) 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 dated June 27, 2007, among VIA, Newfleet, and VOT on behalf of Virtus Newfleet High Yield Fund (f/k/a Phoenix High Yield Fund and Virtus High Yield Fund)(“High Yield Fund”), filed via EDGAR (as Exhibit d.13) 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 dated January 1, 2010, among VIA, Newfleet, and VOT on behalf of Virtus Newfleet Core Plus Bond Fund (f/k/a Phoenix Bond Fund, Virtus Bond Fund and Virtus Newfleet Bond Fund)(“Bond Fund”) and High Yield Fund, filed via EDGAR (as Exhibit d.29) 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 dated June 2, 2011, among VIA, Newfleet and VOT on behalf of Virtus Newfleet Multi-Sector Intermediate Bond Fund (f/k/a Virtus Multi-Sector Fixed Income Fund and Virtus Multi-Sector Intermediate Bond Fund)(“Multi-Sector Intermediate Bond Fund”), Virtus Newfleet Multi-Sector Short Term Bond Fund (f/k/a Virtus Multi-Sector Short Term Bond Fund)(“Multi-Sector Short Term Bond Fund”) and Virtus Newfleet Senior Floating Rate Fund (f/k/a Virtus Senior Floating Rate Fund)(“Senior Floating Rate Fund”) filed via EDGAR (as Exhibit d.40) with Post-Effective Amendment No. 51 (File No. 033-65137) on January 27, 2012, and incorporated herein by reference.

 

g) *Transfer and Assumption Agreement by and between VOT, VIA and VFIA with respect to the subadvisory agreements with Newfleet dated as of July 1, 1998, as amended, on behalf of Core Plus Bond Fund, High Yield Fund, Senior Floating Rate Fund, Multi-Sector Intermediate Bond Fund and Multi-Sector Short Term Bond Fund, and May 18, 2012, as amended, on behalf of Low Duration Core Plus Bond and Tax-Exempt Bond Fund, filed via EDGAR (as Exhibit d.13.g) herewith.

 

14. Subadvisory Agreement dated May 18, 2012, among VIA, Newfleet and VIT (since assigned to VOT) on behalf of Virtus Newfleet Low Duration Core Plus Bond Fund (f/k/a Virtus Low Duration Income Fund and Virtus Newfleet Low Duration Income Fund)(“Low Duration Bond Fund”), filed via EDGAR (as Exhibit d.6) with VIT’s Post-Effective Amendment No. 56 (File No. 033-64915) on April 29, 2013, and incorporated herein by reference.

 

a) First Amendment to Subadvisory Agreement dated June 15, 2012, among VIA, Newfleet and VIT (since assigned to VOT) on behalf of Virtus Seix Tax-Exempt Bond Fund (f/k/a Virtus Newfleet Tax-Exempt Bond Fund and Virtus Tax-Exempt Bond Fund)(“Tax-Exempt Bond Fund”), filed via EDGAR (as Exhibit d.7) with VIT’s Post-Effective Amendment No. 56 (File No. 033-64915) on April 29, 2013, and incorporated herein by reference.

 

b) *Transfer and Assumption Agreement by and between VOT, VIA and VFIA with respect to the subadvisory agreements with Newfleet dated as of July 1, 1998, as amended, on behalf of Core Plus Bond Fund, High Yield Fund, Senior Floating Rate Fund, Multi-Sector Intermediate Bond Fund and Multi-Sector Short Term Bond Fund, and May 18, 2012, as amended, on behalf of Low Duration Core Plus Bond and Tax-Exempt Bond Fund, filed via EDGAR (as Exhibit d.13.g) herewith.
 
15. Subadvisory Agreement dated April 4, 2022, among VAIA, Stone Harbor Investment Partners, a division of VFIA, (“Stone Harbor”) and VOT on behalf of the SHIP Funds, filed via EDGAR (as Exhibit d.15) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

a) *Transfer and Assumption Agreement by and between VOT, VAIA and VFIA with respect to the subadvisory agreement with Stone Harbor dated April 4, 2022, on behalf of the SHIP Funds, filed via EDGAR (as Exhibit d.15.a) herewith.

 

16. Subadvisory Agreement dated September 24, 2007, among VIA, Vontobel Asset Management, Inc. (“Vontobel”) and VOT on behalf of Virtus Vontobel Foreign Opportunities Fund (f/k/a Phoenix Foreign Opportunities Fund and Virtus Foreign Opportunities Fund)(“Foreign Opportunities Fund”), filed via EDGAR (as Exhibit d.18) 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 dated January 1, 2009, among VIA, Vontobel and VOT on behalf of Foreign Opportunities Fund, filed via EDGAR (as Exhibit d.20) with Post-Effective Amendment No. 33 (File No. 033-65137) on March 2, 2009, and incorporated by reference.

 

b) Second Amendment to Subadvisory Agreement dated January 28, 2009, among VIA, Vontobel and VOT on behalf of Virtus Vontobel Global Opportunities Fund (f/k/a Virtus Global Opportunities Fund)(“Global Opportunities Fund”) filed via EDGAR (as Exhibit d.21) with Post-Effective Amendment No. 33 (File No. 033-65137) on March 2, 2009, and incorporated by reference.

 

c) Third Amendment to Subadvisory Agreement dated April 21, 2009, among VIA, Vontobel and VOT on behalf of Virtus Vontobel Greater European Opportunities Fund (f/k/a Virtus Greater European Opportunities Fund)(“Greater European Opportunities Fund”) filed via EDGAR (as Exhibit d.23) 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 dated January 1, 2010, among VIA, Vontobel and VOT on behalf of Foreign Opportunities Fund, Global Opportunities Fund and Greater European Opportunities Fund 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.

 

17. Subadvisory Agreement among VIA, Vontobel and VIT (since assigned to VOT) on behalf of Virtus Vontobel Emerging Markets Opportunities Fund (f/k/a Phoenix Insight Emerging Markets Fund and Virtus Emerging Markets Opportunities Fund)(“Emerging Markets Opportunities Fund”), dated May 18, 2006, filed via EDGAR (as Exhibit d.3) with VIT’s Post-Effective Amendment No. 44 (File No. 033-64915) on June 2, 2006, and incorporated herein by reference.

 

a) First Amendment to Subadvisory Agreement among VIA, Vontobel and VIT (since assigned to VOT) on behalf of Emerging Markets Opportunities Fund, dated January 1, 2010, filed via EDGAR (as Exhibit d.5) with Post-Effective Amendment No. 50 (File No. 033-64915) on February 25, 2010, 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, effective September 2019, filed via EDGAR (as Exhibit e.2) with Post-Effective Amendment No. 41 to Virtus Alternative Solutions Trust’s (“VAST”) Registration Statement (File No. 333-191940) on October 30, 2019, and incorporated herein by reference.

 

a) *Amended Annex A to Form of Sales Agreement between VP Distributors and dealers effective July, 2022 filed via EDGAR (as Exhibit e.2.a) herewith.

 
(f) Amended and Restated Deferred Compensation Program, effective March 3, 2021, filed via EDGAR (as Exhibit 8) to VAST’s Form N-14 (File No. 333-254407) on March 17, 2021, and incorporated herein by reference.

 

(g) Custodian Agreement.
1. Custody Agreement between VAST and The Bank of New York Mellon dated March 21, 2014, filed via EDGAR (as Exhibit g.1) with Pre-Effective Amendment No. 3 to VAST’s Registration Statement (File No. 333-191940) on March 28, 2014, and incorporated herein by reference.

 

a) Amendment to Custody Agreement between VAST and The Bank of New York Mellon effective May 19, 2015, filed via EDGAR (as Exhibit g.1.b) with Post-Effective Amendment No. 16 to VAST’s Registration Statement (File No. 333-191940) on May 29, 2015, and incorporated herein by reference.

 

b) Amendment to Custody Agreement between VAST and The Bank of New York Mellon dated as of September 1, 2015, filed via EDGAR (as Exhibit g.1.c) with Post-Effective Amendment No. 24 to VAST’s Registration Statement (File No. 333-191940) on February 26, 2016, and incorporated herein by reference.

 

c) Joinder Agreement and Amendment to Custody Agreement between VAST, Virtus Equity Trust (“VET” and VOT (VET and VOT collectively, “Virtus Mutual Funds”), Virtus Asset Trust (“VAT”), Virtus Retirement Trust (“VRT”; formerly known as Virtus Institutional Trust), Virtus Variable Insurance Trust (“VVIT”) and The Bank of New York Mellon dated September 11, 2017, filed via EDGAR (as Exhibit g.1.d) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

 

d) Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of December 1, 2018, filed via EDGAR (as Exhibit 9(e)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.

 

e) Form of Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VAT, VRT and VVIT and The Bank of New York Mellon dated as of March 8, 2019, filed via EDGAR (as Exhibit g.1.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference.

 

f) Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of May 22, 2019, filed via EDGAR (as Exhibit g.1.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

 

g) Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of September 1, 2019, filed via EDGAR (as Exhibit g.1.g) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.

 

h) Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT and The Bank of New York Mellon dated as of November 18, 2019, filed via EDGAR (as Exhibit g.1.h) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.
 
i) Amendment and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of August 27, 2020, filed via EDGAR (as Exhibit g.1.i) with Post-Effective No. 133 to VET’s Registration Statement (File No. 002-16590) on September 23, 2020, and incorporated herein by reference.

 

j) Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of November 16, 2020, filed via EDGAR (as Exhibit g.1.j) with Post-Effective No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference.

 

k) Amendment to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS and the Bank of New York Mellon dated as of December 1, 2020, filed via EDGAR (as Exhibit g.1.k) with Post-Effective Amendment No. 116 (File No. 033-65137) on January 25, 2021, and incorporated herein by reference.

 

l) Amendment and Joinder to Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Virtus Investment Trust (“Investment Trust”), Virtus Strategy Trust (“VST”) and the Bank of New York Mellon dated as of May 7, 2021, filed via EDGAR (as Exhibit g.1.l) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference.

 

m) Amendment and Custody Agreement between VAST, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST and the Bank of New York Mellon dated as of July 26, 2021, filed via EDGAR (as Exhibit 9(n)) to Form N-14 (File No. 333-261341) on November 24, 2021, and incorporated herein by reference.

 

n) Amendment and Joinder to Custody Agreement between The Merger Fund® (“TMF”), The Merger Fund® VL (“TMFVL”), VAST, Virtus Event Opportunities Trust (“VEOT”), Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST and the Bank of New York Mellon dated as of February 12, 2022, filed via EDGAR (as Exhibit g.1.n) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

o) Amendment and Joinder to Custody Agreement between TMF, TMFVL, VAST, VEOT, Virtus Mutual Funds, VRT, VAT, VVIT, VATS, Investment Trust, VST, and the Bank of New York Mellon dated as of April 4, 2022, filed via EDGAR (as Exhibit g.1.o) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

2. Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon filed via EDGAR (as Exhibit g.2) with Pre-Effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on April 4, 2014, and incorporated herein by reference.

 

a) Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of August 19, 2014, filed via EDGAR (as Exhibit g.2.a) with Post-Effective Amendment No. 4 to VAST’s Registration Statement (File No. 333-191940) on September 8, 2014, and incorporated herein by reference.

 

b) Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of May 19, 2015, filed via EDGAR (as Exhibit g.2.b) with Post-Effective Amendment No. 16 to VAST’s Registration Statement (File No. 333-191940) on May 29, 2015, and incorporated herein by reference.

 

c) Amendment to Foreign Custody Manager Agreement between VAST and The Bank of New York Mellon dated as of September 1, 2015, filed via EDGAR (as Exhibit g.2.c) with Post-Effective Amendment No. 24 to VAST’s Registration Statement (File No. 333-191940) on February 26, 2016, and incorporated herein by reference.
 
d) Joinder Agreement and Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, Duff & Phelps Select MLP and Midstream Energy Fund Inc. (“DSE”), Virtus Global Multi-Sector Income Fund (“VGI”) and Virtus Total Return Fund Inc. (“ZTR”) (VGI and ZTR collectively, the “Closed-End Funds”) and The Bank of New York Mellon dated as of December 1, 2018, filed via EDGAR (as Exhibit 9(j)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.

 

e) Form of Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, Closed-End Funds and The Bank of New York Mellon dated as of March 8, 2019, filed via EDGAR (as Exhibit g.2.e) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference.

 

f) Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, Closed-End Funds and The Bank of New York Mellon dated as of May 22, 2019, filed via EDGAR (as Exhibit g.2.f) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

 

g) Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, Closed-End Funds and The Bank of New York Mellon dated as of September 1, 2019, filed via EDGAR (as Exhibit g.2.g) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.

 

h) Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, Closed-End Funds and The Bank of New York Mellon dated as of November 18, 2019, filed via EDGAR (as Exhibit g.2.h) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.

 

i) Amendment and Joinder to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, Closed-End Funds, VATS and The Bank of New York Mellon dated as of August 27, 2020, filed via EDGAR (as Exhibit g.2.i) with Post-Effective Amendment No. 135 to VET’s Registration Statement (File No. 002-16590) on October 19, 2020, and incorporated herein by reference.

 

j) Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, DSE, Closed-End Funds, VATS and The Bank of New York Mellon dated as of November 13, 2020, filed via EDGAR (as Exhibit g.2.l) with Post-Effective Amendment No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference.

 

k) Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, Investment Trust, VRT, VST, VVIT, DSE, Closed-End Funds, VATS, Virtus Artificial Intelligence & Technology Opportunities Fund (f/k/a Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund) (“AIO”), Virtus Convertible & Income 2024 Target Term Fund (f/k/a Virtus AllianzGI Convertible & Income 2024 Target Term Fund) (“CBH”), Virtus AllianzGI Convertible & Income Fund (f/k/a Virtus AllianzGI Convertible & Income Fund) (“NCV”), Virtus Convertible & Income Fund II (f/k/a Virtus AllianzGI Convertible & Income Fund II) (“NCZ II”), Virtus Diversified Income & Convertible Fund (f/k/a Virtus AllianzGI Diversified Income & Convertible Fund) (“ACV”), Virtus Equity & Convertible Income Fund (f/k/a Virtus AllianzGI Equity & Convertible Income Fund) (“NIE”) and Virtus Dividend, Interest & Premium Strategy Fund (“NFJ” and together with AIO, CBH, NCV, NCZ II, ACV, and NIE, the “VCEFII”) and The Bank of New York Mellon dated as of May 7, 2021, filed via EDGAR (as Exhibit g.2.k) with Post-Effective Amendment No. 121 (File No. 033-65137) on September 27, 2021, and incorporated herein by reference.

 

l) Amendment to Foreign Custody Manager Agreement between VAST, Virtus Mutual Funds, VAT, VRT, VVIT, Investment Trust, VST, DSE, Closed-End Funds, VCEFII, VATS, Virtus AllianzGI CEF and The Bank of New York Mellon dated as of July 26, 2021, filed via EDGAR (as Exhibit 9(bb)) to Form N-14 (File No. 333-261341) on November 24, 2021, and incorporated herein by reference.
 
m) Amendment and Joinder to Foreign Custody Manager Agreement between TMF, TMFVL, VEOT, VAST, Virtus Mutual Funds, VAT, VRT, VVIT, VATS, Investment Trust, VST, DSE, Closed-End Funds, VCEFII, VATS, Virtus AllianzGI CEF and The Bank of New York Mellon dated as of February 12, 2022, filed via EDGAR (as Exhibit g.2.m) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

n) Amendment and Joinder to Foreign Custody Manager Agreement between TMF, TMFVL, VEOT, VAST, Virtus Mutual Funds, VAT, VRT, VVIT, VATS, Investment Trust, VST, Closed-End Funds, VCEFII, Virtus AllianzGI CEF, and The Bank of New York Mellon dated as of April 4, 2022, filed via EDGAR (as Exhibit g.2.n) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

(h) Other Material Contracts.
1. Amended and Restated Transfer Agency and Service Agreement between Virtus Mutual Funds, VAST, VAT, VRT and Virtus Fund Services, LLC (“Virtus Fund Services”) dated September 20, 2018, filed via EDGAR (as Exhibit h.1) with Post-Effective Amendment No. 119 to VET’s Registration Statement (File No. 002-16590) on November 16, 2018, and incorporated herein by reference.

 

2. Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”), dated April 15, 2011, filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment No. 54 to VIT’s Registration Statement (File No. 033-64915) on April 27, 2012, and incorporated herein by reference.

 

a) Adoption and Amendment Agreement among Virtus Mutual Funds, VAST, Virtus Fund Services and BNY Mellon dated as of March 21, 2014, 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 Virtus Mutual Funds, VAST, Virtus Fund Services and BNY Mellon dated as of August 19, 2014, 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 Virtus Mutual Funds, VAST, Virtus Fund Services and BNY Mellon dated as of June 1, 2014, filed via EDGAR (as Exhibit h.2.c) with Post-Effective Amendment No. 92 (File No. 033-65137) on January 20, 2017, and incorporated herein by reference.

 

d) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, Virtus Fund Services and BNY Mellon dated as of 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.

 

e) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, Virtus Fund Services and BNY Mellon dated as of May 28, 2015, filed via EDGAR (as Exhibit h.2.d) with Post-Effective Amendment No. 18 to VAST’s Registration Statement (File No. 333-191940) on June 5, 2015, and incorporated herein by reference.

 

f) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of December 10, 2015, filed via EDGAR (as Exhibit h.2.e) with Post-Effective Amendment No. 35 to VRT’s Registration Statement (File No. 033-80057) on January 8, 2016, and incorporated herein by reference.
 
g) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of February 1, 2017, filed via EDGAR (as Exhibit h.2.g) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference.

 

h) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of February 1, 2017, filed via EDGAR (as Exhibit h.2.h) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

 

i) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 18, 2017, filed via EDGAR (as Exhibit h.2.i) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

 

j) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of January 1, 2018, filed via EDGAR (as Exhibit h.2.j) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

 

k) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 20, 2018, filed via EDGAR (as Exhibit h.2.k) with Post-Effective Amendment No. 119 to VET’s Registration Statement (File No. 002-16590) on November 16, 2018, and incorporated herein by reference.

 

l) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of December 21, 2018, filed via EDGAR (as Exhibit h.2.l) with Post-Effective Amendment No. 120 to VET’s Registration Statement (File No. 002-16590) on January 25, 2019, and incorporated herein by reference.

 

m) Form of Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of March 22, 2019, filed via EDGAR (as Exhibit h.2.m) with Post-Effective Amendment No. 35 to VAT’s Registration Statement (File No. 333-08045) on April 25, 2019, and incorporated herein by reference.

 

n) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of May 22, 2019, filed via EDGAR (as Exhibit h.2.n) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

 

o) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of September 1, 2019, filed via EDGAR (as Exhibit h.2.o) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.

 

p) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of November 18, 2019, filed via EDGAR (as Exhibit h.2.p) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.

 

q) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of August 27, 2020, filed via EDGAR (as Exhibit h.2.q) with Post-Effective Amendment No. 133 to VET’s Registration Statement (File No. 002-16590) on September 23, 2020, and incorporated herein by reference.

 

r) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Virtus Fund Services and BNY Mellon, dated as of November 13, 2020, filed via EDGAR (as Exhibit h.2.r) with Post-Effective Amendment No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference.
 
s) Adoption Agreement and Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of June 9, 2021, filed via EDGAR (as Exhibit h.2.s) with Post-Effective Amendment No. 139 to VET’s Registration Statement (File No. 002-16590) on August 2, 2021, and incorporated herein by reference.

 

t) Amendment to Sub-Transfer and Shareholder Services Agreement among VAST, Virtus Mutual Funds, VAT, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of August 2, 2021, filed via EDGAR (as Exhibit 13(v)) to VOT’s Form N-14 (File No. 333-261341) on November 24, 2021, and incorporated herein by reference.

 

u) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of December 1, 2021, filed via EDGAR (as Exhibit h.2.u) with Post-Effective Amendment No. 122 to VOT’s Registration Statement (File No. 033-65137) on December 6, 2021, and incorporated herein by reference.

 

v) Adoption Agreement and Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of January 12, 2022, filed via EDGAR (as Exhibit h.2.v) with Post-Effective Amendment No. 45 to VAST’s Registration Statement (File No. 333-191940) on February 24, 2022, and incorporated herein by reference.

 

w) Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of February 24, 2022, filed via EDGAR (as Exhibit h.2.w) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

x) *Amendment to Sub-Transfer Agency and Shareholder Services Agreement among TMF, VEOT, Virtus Mutual Funds, VAT, VAST, VRT, Investment Trust, VST, Virtus Fund Services and BNY Mellon, dated as of September 1, 2022, filed via EDGAR (as Exhibit h.2.x) herewith.

 

3. Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective as of January 1, 2010, filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment 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 Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective as of April 14, 2010, filed via EDGAR (as Exhibit h.9) 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 Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective as of June 30, 2010, filed via EDGAR (as Exhibit h.10) 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 Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective as of September 14, 2010, filed via EDGAR (as Exhibit h.11) 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 Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective as of January 1, 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.
 
e) Fifth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective as of March 15, 2011, filed via EDGAR (as Exhibit h.15) 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 Virtus Mutual Funds, VRT and VP Distributors (since assigned to Virtus Fund Services), effective as of 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 Virtus Mutual Funds and VP Distributors (since assigned to Virtus Fund Services), effective as of 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 Virtus Mutual Funds and Virtus Fund Services, effective as of June 10, 2013, filed via EDGAR (as Exhibit h.3.h) 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 Virtus Mutual Funds and Virtus Fund Services, effective as of December 18, 2013, 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 Virtus Mutual Funds and Virtus Fund Services, effective as of November 13, 2014, filed via EDGAR (as Exhibit h.3.j) with Post-Effective Amendment No. 74 (File No. 033-65137) on November 12, 2014, and incorporated herein by reference.

 

k) Eleventh Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds and Virtus Fund Services, effective as of 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 Virtus Mutual Funds and Virtus Fund Services, effective as of March 19, 2015, filed via EDGAR (as Exhibit h.3.l) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated herein by reference.

 

m) Thirteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and Virtus Fund Services, effective as of January 8, 2016, filed via EDGAR (as Exhibit h.3.m) with Post-Effective Amendment No. 35 to VRT’s Registration Statement (File No. 033-80057) on January 8, 2016, and incorporated herein by reference.

 

n) Fourteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT and Virtus Fund Services, effective as of December 1, 2016, filed via EDGAR (as Exhibit h.3.n) with Post-Effective Amendment No. 92 (File No. 033-65137) on January 20, 2017, and incorporated herein by reference.

 

o) Fifteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT, VAT and Virtus Fund Services, effective as of June 12, 2017, filed via EDGAR (as Exhibit h.3.o) with Post-Effective Amendment No. 26 to VAT’s Registration Statement (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.
 
p) Sixteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VRT, VAT and Virtus Fund Services, effective as of March 6, 2018, filed via EDGAR (as Exhibit h.4.p) with Post-Effective Amendment No. 117 to VET’s Registration Statement (File No. 002-16590) on March 6, 2018, and incorporated herein by reference.

 

q) Seventeenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as of May 3, 2019, filed via EDGAR (as Exhibit h.3.q) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

 

r) Eighteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as of June 12, 2019, filed via EDGAR (as Exhibit h.3.r) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

 

s) Nineteenth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as of November 8, 2020, filed via EDGAR (as Exhibit h.3.s) with Post-Effective Amendment No. 135 to VET’s Registration Statement (File No. 002-16590) on November 16, 2020, and incorporated herein by reference.

 

t) Twentieth Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as of December 7, 2020, filed via EDGAR (as Exhibit h.3.t) with Post-Effective Amendment No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference.

 

u) Twenty-First Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as of June 14, 2021, filed via EDGAR (as Exhibit h.3.u) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference.

 

v) Twenty-Second Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as of August 2, 2021, filed via EDGAR (as Exhibit h.3.v) with Post-Effective Amendment No. 139 to VET’s Registration Statement (File No. 002-16590) on August 2, 2021, and incorporated herein by reference.

 

w) Twenty-Third Amendment to Amended and Restated Administration Agreement between Virtus Mutual Funds, VAT and Virtus Fund Services, effective as of April 4, 2022, filed via EDGAR (as Exhibit h.3.w) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

4. Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of January 1, 2010, filed via EDGAR (as Exhibit h.5) with Post-Effective Amendment No. 50 to VIT’s Registration Statement (File No. 033-64915) on February 25, 2010, and incorporated herein by reference.

 

a) First Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of June 30, 2010 filed via EDGAR (as Exhibit h.13) with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011, and incorporated herein by reference.

 

b) Second Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of September 14, 2010 filed via EDGAR (as Exhibit h.14) with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011, and incorporated herein by reference.

 

c) Third Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of March 15, 2011 filed via EDGAR (as Exhibit h.15) with Post-Effective Amendment No. 52 to VIT’s Registration Statement (File No. 033-64915) on April 28, 2011, and incorporated herein by reference.
 
d) Fourth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of August 28, 2012, filed via EDGAR (as Exhibit h.4.d) with Post-Effective Amendment No. 56 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2013, and incorporated herein by reference.

 

e) Fifth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VP Distributors (since assigned to Virtus Fund Services) and BNY Mellon, effective as of December 18, 2012, filed via EDGAR (as Exhibit h.4.e) with Post-Effective Amendment No. 56 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2013, and incorporated herein by reference.

 

f) Sixth Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, Virtus Fund Services and BNY Mellon, effective as of 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 Virtus Mutual Funds, Virtus Fund Services and BNY Mellon, effective as of 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 Virtus Mutual Funds, VAST, VVIT, 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) Joinder Agreement to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VRT, VVIT, VAST, VATS, Virtus Fund Services and BNY Mellon dated December 10, 2015, filed via EDGAR (as Exhibit h.4.i) with Post-Effective Amendment No. 35 to VRT’s Registration Statement (File No. 033-80057) on January 8, 2016, and incorporated herein by reference.

 

j) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, Virtus Fund Services and BNY Mellon dated July 27, 2016, filed via EDGAR (as Exhibit h.4.j) with Post-Effective Amendment No. 31 to VAST’s Registration Statement (File No. 333-191940) on April 10, 2017, and incorporated herein by reference.

 

k) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, Virtus Fund Services and BNY Mellon dated April, 2017, filed via EDGAR (as Exhibit h.4.k) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference.

 

l) Joinder Agreement and Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated September 21, 2017, filed via EDGAR (as Exhibit h.4.l) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

 

m) Form of Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated December 1, 2018, filed via EDGAR (as Exhibit 13(rr)) to VET’s Form N-14 (File No. 333-228766) on December 12, 2018, and incorporated herein by reference.
 
n) Form of Amendment to Sub-Administration Agreement and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated March 8, 2019, filed via EDGAR (as Exhibit h.3.n) with Post-Effective Amendment No. 82 to VVIT’s Registration Statement (File No. 033-05033) on April 22, 2019, and incorporated herein by reference.

 

o) Amendment to Sub-Administration Agreement and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated May 22, 2019, filed via EDGAR (as Exhibit h.4.o) with Post-Effective Amendment No. 123 to VET’s Registration Statement (File No. 002-16590) on June 12, 2019, and incorporated herein by reference.

 

p) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated September 1, 2019, filed via EDGAR (as Exhibit h.4.p) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.

 

q) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, Virtus Fund Services and BNY Mellon dated November 18, 2019, filed via EDGAR (as Exhibit h.4.q) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.

 

r) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated August 27, 2020, filed via EDGAR (as Exhibit h.4.r) with Post-Effective Amendment No. 133 to VET’s Registration Statement (File No. 002-16590) on September 23, 2020, and incorporated herein by reference.

 

s) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated November 16, 2020, filed via EDGAR (as Exhibit h.4.s) with Post-Effective Amendment No. 136 to VET’s Registration Statement (File No. 002-16590) on December 7, 2020, and incorporated herein by reference.

 

t) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Virtus Fund Services and BNY Mellon dated December 1, 2020, filed via EDGAR (as Exhibit h.4.t) with Post-Effective Amendment No. 116 (File No. 033-65137) on January 25, 2021, and incorporated herein by reference.

 

u) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Investment Trust, VST, Virtus Fund Services and BNY Mellon dated May 19, 2021, filed via EDGAR (as Exhibit h.4.u) with Post-Effective Amendment No. 121 (File No. 033-65137) on September 27, 2021, and incorporated herein by reference.

 

v) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Investment Trust, VST, Virtus Fund Services and BNY Mellon dated July 30, 2021, filed via EDGAR (as Exhibit h.4.v) with Post-Effective Amendment No. 121 (File No. 033-65137) on September 27, 2021, and incorporated herein by reference.

 

w) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VVIT, VRT, VAST, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated February 12, 2022, filed via EDGAR (as Exhibit h.4.w) with Post-Effective Amendment No. 45 to VAST’s Registration Statement (File No. 333-191940) on February 24, 2022, and incorporated herein by reference.

 

x) Amendment to Sub-Administration and Accounting Services Agreement among Virtus Mutual Funds, VAST, VVIT, VRT, VAT, VATS, Investment Trust, VST, TMF, TMFVL, VEOT, Virtus Fund Services and BNY Mellon dated as of April 8, 2022, filed via EDGAR (as Exhibit h.3.x) with Post-Effective No. 90 to VVIT’s Registration Statement (File No. 033-05033) on April 21, 2022, and incorporated herein by reference.
 
5. Forty-Fourth Amended and Restated Expense Limitation Agreement between Registrant and VIA, effective January 28, 2022, filed via EDGAR (as Exhibit h.6) with Post-Effective Amendment No. 123 (File No. 033-65137) on January 27, 2022, and incorporated herein by reference.

 

6. Third Amended and Restated Expense Limitation Agreement between Registrant and VAIA with respect to Virtus FORT Trend Fund, effective February 1, 2022, filed via EDGAR (as Exhibit h.8) with Post-Effective Amendment No. 124 (File No. 033-65137) on January 27, 2022, and incorporated herein by reference.

 

7. Expense Limitation Agreement between Registrant and VAIA with respect to the SHIP Funds, effective April 4, 2022, filed via EDGAR (as Exhibit h.8) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

8. 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.

 

9. First Amended Fee Waiver Agreement (Class I Shares) between VIT and VP Distributors, effective as of December 1, 2014, filed via EDGAR (as Exhibit h.8) with Post-Effective Amendment No. 63 to VIT’s Registration Statement (File No. 033-64915) on April 29, 2015, and incorporated herein by reference.

 

10. Form of Indemnification Agreement with each Trustee of Registrant, effective as of October 24, 2016, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 92 (File No. 033-65137) on January 20, 2017, and incorporated herein by reference.

 

a) Form of Joinder Agreement and Amendment to the Indemnification Agreement with George R. Aylward, Philip R. McLoughlin, Geraldine M. McNamara, James M. Oates (since retired), Richard E. Segerson (since retired) and Ferdinand L.J. Verdonck (since retired), effective as of January 18, 2017, filed via EDGAR (as Exhibit h.7.a) with Post-Effective Amendment No. 26 to VAT’s Registration Statement (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.

 

b) Form of Joinder Agreement and Amendment to the Indemnification Agreement with Thomas J. Brown (since retired), Donald C. Burke, Roger A. Gelfenbien (since retired), John R. Mallin, and Hassell H. McClellan (since retired), effective as of February 27, 2017, filed via EDGAR (as Exhibit h.7.b) with Post-Effective Amendment No. 26 to VAT’s Registration Statement (File No. 333-08045) on June 22, 2017, and incorporated herein by reference.

 

11. Form of Indemnification Agreement with Sidney E. Harris and Connie D. McDaniel, effective as of July 17, 2017, filed via EDGAR (as Exhibit h.9) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference.

 

12. Form of Indemnification Agreement with R. Keith Walton and Brian T. Zino, effective as of January 1, 2020, filed via EDGAR (as Exhibit h.10) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.

 

13. *Form of Indemnification Agreement with Sarah E. Cogan, Deborah A. DeCotis and F. Ford Drummond, effective as of July 1, 2022, filed via EDGAR (as Exhibit h.13) herewith.

 

(i) Legal Opinion.
1. Opinion and consent of Morris, Nichols, Arsht & Tunnell, filed via EDGAR (as Exhibit 10) 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 (as Exhibit i.2) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated herein by reference.

 

3. Opinion as to legality of the shares filed via EDGAR (as Exhibit i.2) with VIT’s Post-Effective Amendment No. 61 (File No. 033-64915) on November 12, 2014, and incorporated herein by reference.

 

4. Opinion of Counsel as to legality of shares dated September 23, 2016, filed via EDGAR (as Exhibit i.4) with Post-Effective Amendment No. 88 (File No. 033-65137) on September 23, 2016, and incorporated herein by reference.

 

5. Opinion of Counsel as to legality of shares dated October 24, 2016, filed via EDGAR (as Exhibit i.5) with Post-Effective Amendment No. 90 (File No. 033-65137) on November 1, 2016, and incorporated herein by reference.

 

6. Opinion of Counsel as to legality of the shares dated April 5, 2017, filed via EDGAR (as Exhibit i.6) with Post-Effective Amendment No. 94 (File No. 033-65137) on April 10, 2017, and incorporated herein by reference.

 

7. Opinion of Counsel as to legality of the shares dated January 24, 2018, filed via EDGAR (as Exhibit i.7) with Post-Effective Amendment No. 97 (File No. 033-65137) on January 26, 2018, and incorporated herein by reference.

 

8. Opinion of Counsel as to legality of the shares dated December 11, 2018, filed via EDGAR (as Exhibit i.8) with Post-Effective Amendment No. 98 (File No. 033-65137) on December 19, 2018, and incorporated herein by reference.

 

9. Opinion of Counsel as to legality of the shares dated December 18, 2018, filed via EDGAR (as Exhibit i.9) with Post-Effective Amendment No. 100 (File No. 033-65137) on January 28, 2019, and incorporated herein by reference.

 

10. Opinion of Counsel as to legality of the shares dated July 16, 2019, filed via EDGAR (as Exhibit i.10) with Post-Effective Amendment No. 102 (File No. 033-65137) on July 16, 2019, and incorporated herein by reference.

 

11. Opinion of Counsel as to legality of the shares dated July 31, 2019, filed via EDGAR (as Exhibit i.11) with Post-Effective Amendment No. 103 (File No. 033-65137) on July 31, 2019, and incorporated herein by reference.

 

12. Opinion of Counsel as to legality of shares dated March 23, 2021, filed via EDGAR (as Exhibit i.12) with Post-Effective Amendment No. 117 (File No. 033-65137) on March 29, 2021, and incorporated herein by reference.

 

13. Opinion of Counsel as to legality of shares dated June 14, 2021, filed via EDGAR (as Exhibit i.13) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference.

 

14. Opinion of Counsel as to Legality of Shares dated April 4, 2022, filed via EDGAR (as Exhibit i.14) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

15. *Consent of Sullivan & Worcester filed via EDGAR (as Exhibit i.15) herewith.

 

(j) Other Opinions.
1. *Consent of Independent Registered Public Accounting Firm filed via EDGAR (as Exhibit j.1) herewith.

 

(k) Not applicable.

 

(l) Initial Capital Agreements
1. Share Purchase Agreement (the “Share Purchase Agreement”) between Registrant and GMG/Seneca Capital Management, L.P., filed via EDGAR (as Exhibit 13) with Pre-Effective Amendment No. 2 (File No. 033-65137) on February 29, 1996, and incorporated herein by reference.
 
2. Form of Purchase Agreement relating to Initial Capital filed via EDGAR (as Exhibit 13) with VIT’s Post-Effective Amendment No. 3 (File No. 033-64915) on February 28, 1997, and incorporated herein by reference.

 

3. Subscription Agreement, dated January 14, 1999, between Registrant and FDI Distribution Services, Inc. relating to Advisor Shares filed via EDGAR (as Exhibit l.2) with VIT’s Post-Effective Amendment No. 10 (File No. 033-64915) on March 2, 1999 and incorporated herein by reference.

 

4. Subscription Agreement, dated December 6, 2000, between Registrant and Provident Distributors, Inc. relating to B Shares filed via EDGAR (as Exhibit l.3) with VIT’s Post-Effective Amendment No. 18 (File No. 033-64915) on December 28, 2000, and incorporated herein by reference.

 

(m) Rule 12b-1 Plans.
1. Class A Shares Amended and Restated Distribution Plan of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant Pursuant to Rule 12b-1 under the 1940 Act, effective June 10, 2013, filed via EDGAR (as Exhibit m.1.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 A Shares Amended and Restated Distribution Plan of Registrant 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 of Registrant 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 (as Exhibit m.1.o) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated herein by reference.

 

p) Amendment No. 16 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective September 30, 2019, filed via EDGAR (as Exhibit m.1.p) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.

 

q) Amendment No. 17 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective June 14, 2021, filed via EDGAR (as Exhibit m.1.q) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference.

 

r) Amendment No. 18 to Class A Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act effective April 4, 2022, filed via EDGAR (as Exhibit m.1.r) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

2. Class A Shares Amended and Restated Distribution Plan of VIT Pursuant to Rule 12b-1 under the 1940 Act, dated March 1, 2007, filed via EDGAR (as Exhibit m.1) with VIT’s Post-Effective Amendment No. 46 (File No. 033-64915) on April 24, 2007, and incorporated herein by reference.
 
3. Class A Shares Amended and Restated Shareholder Services Plan of VIT Not Pursuant to Rule 12b-1 under the 1940 Act, dated March 1, 2007, filed via EDGAR (as Exhibit m.3) with VIT’s Post-Effective Amendment No. 46 (File No. 033-64915) on April 24, 2007, and incorporated herein by reference.

 

4. Class C Shares Amended and Restated Distribution Plan of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant 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 of Registrant Pursuant to Rule 12b-1 under the 1940 Act, effective March 19, 2015, filed via EDGAR (as Exhibit m.3.o) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated herein by reference.

 

p) Amendment No. 16 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective as of September 30, 2019, filed via EDGAR (as Exhibit m.4.p) with Post-Effective Amendment No. 105 (File No. 033-65137) on September 30, 2019, and incorporated herein by reference.

 

q) Amendment No. 17 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective November 21, 2019, filed via EDGAR (as Exhibit m.4.q) with Post-Effective Amendment No. 109 (File No. 033-65137) on January 22, 2020, and incorporated herein by reference.

 

r) Amendment No. 18 to Class C Shares Amended and Restated Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, effective June 14, 2021, filed via EDGAR (as Exhibit m.4.r) with Post-Effective Amendment No. 120 (File No. 033-65137) on June 21, 2021, and incorporated herein by reference.

 

5. Class C Shares Amended and Restated Distribution Plan of VIT Pursuant to Rule 12b-1 under the 1940 Act, dated March 1, 2007, filed via EDGAR (as Exhibit m.2) with Post-Effective Amendment No. 46 to VIT’s Registration Statement (File No. 033-64915) on April 24, 2007, and incorporated herein by reference.

 

6. Class C1 Shares Distribution Plan Pursuant to Rule 12b-1 under the 1940 Act, filed via EDGAR (as Exhibit m.8) with Post-Effective Amendment No. 94 (File No. 033-65137) on April 10, 2017, 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 April 4, 2022, filed via EDGAR (as Exhibit n.1) with Post-Effective Amendment No. 127 (File No. 033-65137) on April 5, 2022, and incorporated herein by reference.

 

(o) Reserved.
 
(p) Codes of Ethics.
1. Amended and Restated Code of Ethics of the Virtus Funds effective October 2017, filed via EDGAR (as Exhibit p.1) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

 

2. Amended and Restated Code of Ethics of VIA, VP Distributors, Duff & Phelps, KAR, Newfleet, Stone Harbor and other Virtus Affiliates dated October 1, 2017, filed via EDGAR (as Exhibit p.2) with Post-Effective Amendment No. 114 to VET’s Registration Statement (File No. 002-16590) on December 21, 2017, and incorporated herein by reference.

 

3. Amended and Restated Code of Ethics of Subadviser Vontobel dated April, 2021, filed via EDGAR (as Exhibit p.3) with Post-Effective Amendment No. 122 (File No. 033-65137) on December 6, 2021, and incorporated herein by reference.

 

4. *Amended Code of Ethics of Subadviser FORT dated May 2022, filed via EDGAR (as Exhibit p.4) herewith.

 

(q) Powers of Attorney
1. Power of Attorney for Trustees George R. Aylward, Philip R. McLoughlin, Geraldine M. McNamara and James M. Oates (since retired), dated June 2, 2010, filed via EDGAR (as Exhibit q) with Post-Effective Amendment No. 82 (File No. 033-65137) on March 13, 2015, and incorporated herein by reference.

 

2. Power of Attorney for Trustees Donald C. Burke, Roger A. Gelfenbien (since retired) and John R. Mallin, dated June 30, 2016, filed via EDGAR (as Exhibit q.3) with Post-Effective Amendment No. 87 (File No. 033-65137) on July 8, 2016, and incorporated herein by reference.

 

3. Power of Attorney for Trustees Sidney E. Harris and Connie D. McDaniel dated June 26, 2017, filed via EDGAR (as Exhibit q.4) with Post-Effective Amendment No. 112 to VET’s Registration Statement (File No. 002-16590) on July 26, 2017, and incorporated herein by reference.

 

4. Power of Attorney for Trustees R. Keith Walton and Brian T. Zino dated December 12, 2019, filed via EDGAR (as Exhibit q.5) with Post-Effective Amendment No. 108 (File No. 033-65137) on January 15, 2020, and incorporated herein by reference.

 

5. Power of Attorney for Trustees Sarah E. Cogan, Deborah A. DeCotis and F. Ford Drummond dated August 17, 2022, filed via EDGAR (as Exhibit q.5) 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 18 of the Underwriting Agreement incorporated herein by reference to Exhibit e.1. Indemnification of Registrant’s Custodian is provided for in Section 9.9, among others, of the Custody Agreement incorporated herein by reference to Exhibit g.1. 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.1. The Trust has entered into Indemnification Agreements with each trustee, the form of which is incorporated herein by reference to Exhibits h.8, h.8.a, h.8.b, h.9, and h.10, whereby the Registrant shall indemnify the trustee for expenses incurred in any proceeding in connection with the trustee’s service to the Registrant subject to certain limited exceptions.

 

In addition, Article VII sections 2 and 3 of the Registrant’s Agreement and Declaration of Trust incorporated herein by reference to Exhibits a.1-5, 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 Exhibits b.1-3, provides in relevant part, subject to certain exceptions and limitations, “every agent shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.” Such indemnification would

 

not apply in the case of any liability to which the Registrant would otherwise be subject by reason of or for willful misfeasance, bad faith, gross negligence or reckless disregard of such person’s duties.

 

The Investment Advisory Agreement, Subadvisory Agreements, Custody Agreement, Foreign Custody Manager Agreement, Sub-Administration and Accounting Services Agreement and Sub-Transfer Agency and Shareholder Services Agreement, each as amended, respectively provide that the Registrant will indemnify the other party (or parties, as the case may be) to the agreement for certain losses. Similar indemnities to those listed above may appear in other agreements to which the Registrant is a party.

 

The Registrant, in conjunction with VIA and VAIA, the Registrant’s Trustees, and other registered investment management companies managed by VIA or its affiliates, maintains insurance on behalf of any person who is or was a Trustee, officer, employee, or agent of the Registrant, or who is or was serving at the request of the Registrant as a trustee, director, officer, employee or agent of another trust or corporation, against any liability asserted against such person and incurred by him or arising out of his position. However, in no event will Registrant maintain insurance to indemnify any such person for any act for which the Registrant itself is not permitted to indemnify him.

 

Insofar as indemnification for liability arising under the Securities Act of 1933, as amended (the “Act”), may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

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 Advisers and Subadvisers, reference is made to each Adviser’s and each 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
VAIA 801-67924
Duff & Phelps 801-14813
FORT 801-79113
KAR 801-24241
Newfleet 801-51559
Stone Harbor 333-141345
Vontobel 801-21953

 

Item 32. Principal Underwriter

 

(a) VP Distributors, LLC serves as the principal underwriter for the following registrants:

 

The Merger Fund®, The Merger Fund® VL, Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Event Opportunities Trust, Virtus Investment Trust, Virtus

 

Opportunities Trust, Virtus Retirement Trust, Virtus Strategy Trust and Virtus Variable Insurance Trust.

 

(b) Directors and executive officers of VP Distributors, One Financial Plaza, Hartford, CT 06103 are as follows:

 

Name and Principal
Business Address
  Positions and Offices with Distributor   Positions and Offices
with Registrant
         
Michael A. Angerthal   Senior Vice President   None
         
George R. Aylward   Executive Vice President   President and Trustee
         
Kevin J. Carr   Vice President, Counsel and Secretary   Senior Vice President, Chief Legal Officer, Counsel and Secretary
         
Timothy Branigan   None   Vice President and Fund Chief Compliance Officer
         
David Hanley   Senior Vice President and Treasurer   None
         
Wendy J. Hills   Senior Vice President and General Counsel   None
         
Barry Mandinach   President   None
         
David C. Martin   Vice President and Chief Compliance Officer   Anti-Money Laundering Officer
         
Richard W. Smirl   Executive Vice President   Executive Vice President
     
(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.
One Financial Plaza
Hartford, CT 06103
  VP Distributors, LLC
One Financial Plaza
Hartford, CT 06103
     
Investment Adviser:   Custodian:
Virtus Investment Advisers, Inc.
One Financial Plaza
Hartford, CT 06103
  The Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
     
Investment Adviser:
Virtus Alternative Investment Advisers, Inc.
One Financial Plaza
Hartford, CT 06103
   
 
Administrator & Transfer Agent:    
Virtus Fund Services, LLC
One Financial Plaza
Hartford, CT 06103
   
     
Fund Accountant, Sub-Administrator, Sub-Transfer Agent and Dividend Dispersing Agent:    
BNY Mellon Investment Servicing (US) Inc.
301 Bellevue Parkway
Wilmington, DE 19809
   
     
Subadviser to: Global Infrastructure Fund, Global Real Estate Securities Fund, International Real Estate Securities Fund, Real Asset Fund and Real Estate Securities Fund   Subadviser to: FORT Trend Fund
Duff & Phelps Investment Management Co.
200 South Wacker Drive, Suite 500
Chicago, IL 60606
  FORT, L.P.
2 Wisconsin Circle, Suite 1150
Chevy Chase, MD 20815
     
Subadviser to: Developing Markets Fund, Emerging Markets Small-Cap Fund, and International Small-Mid Cap Fund   Subadviser to: Core Plus Bond Fund, High Yield Fund, Low Duration Core Plus Bond Fund, Multi-Sector Intermediate Bond Fund, Multi-Sector Short Term Bond Fund, Senior Floating Rate Fund and Tax-Exempt Bond Fund
Kayne Anderson Rudnick Investment Management, LLC
2000 Avenue of the Stars, Suite 1110
Los Angeles, CA 90067
  Newfleet Asset Management, a division of Virtus Fixed
Income Advisers, LLC
One Financial Plaza
Hartford, CT 06103
     
Subadviser to: Emerging Markets Corporate Debt Fund, Emerging Markets Debt Fund, Emerging Markets Debt Allocation Fund, High Yield Bond Fund, Local Markets Fund and Strategic Income Fund   Subadviser to: Emerging Markets Opportunities Fund, Foreign Opportunities Fund, Global Opportunities Fund, and Greater European Opportunities Fund
Stone Harbor Investment Partners, a division of Virtus
Fixed Income Advisers, LLC
31 West 52nd Street, 16th Floor
New York, NY 10019
  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.13.g Transfer and Assumption Agreement
d.15.a Transfer and Assumption Agreement
e.2.a Amended Annex A to Form of Sales Agreement
h.2.x Amendment to Sub-Transfer Agency and Shareholder Services Agreement
h.13 Form of Indemnification Agreement
i.15 Consent of Sullivan & Worcester
j.1 Consent of Independent Registered Public Accounting Firm
p.4 Amended Code of Ethics
q.5 Power of Attorney
 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness for this registration statement under Rule 485(b) of the Securities Act and has duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, duly authorized, in the City of Hartford and the State of Connecticut on the 27th day of September, 2022.

 

  VIRTUS OPPORTUNITIES TRUST
         
  By:     /s/ George R. Aylward 
  Name:   George R. Aylward
  Title:   President and Chief Executive Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 27th day of September, 2022.

 

Signature   Title
     
/s/ George R. Aylward   Trustee, President and Chief Executive Officer
George R. Aylward    
     
/s/ W. Patrick Bradley   Treasurer and Chief Financial Officer
W. Patrick Bradley    
     
*   Trustee
Donald C. Burke    
     
*   Trustee
Sarah E. Cogan    
     
*   Trustee
Deborah A. DeCotis    
     
*   Trustee
F. Ford Drummond    
     
*   Trustee
Sydney E. Harris    
     
*   Trustee
John R. Mallin    
     
*   Trustee
Connie D. McDaniel    
     
*   Trustee
Philip McLoughlin    
     

*   Trustee
Geraldine M. McNamara    
     
*   Trustee
R. Keith Walton    
     
*   Trustee
Brian T. Zino    

 

*By:

 

/s/ George r. Aylward  
   
George R. Aylward, Attorney-In-Fact, pursuant to a power of attorney  
     
485BPOS 2022-05-31 0001005020 false 2022-09-26 16.24 1.89 4.29 0.17 10.46 9.28 4.69 13.93 7.75 1.95 17 8.77 2.87 0.9 14.13 11.56 8.49 15.2 7.05 2.51 8.46 10.99 13.35 9.02 13.86 5.03 5.56 15.71 7.67 0.64 4.46 12.56 5.23 2.72 13.34 7.23 4.38 13.98 12.56 8.55 15.19 8.95 15.36 9.84 13.08 1.87 8.23 4.22 2.11 8.88 5.34 2.88 9.45 3.86 0.83 2022-09-28 ~ http://www.virtus.com/20220531/role/RRSchedule4 ~ ~ http://www.virtus.com/20220531/role/RRSchedule5 ~ ~ http://www.virtus.com/20220531/role/RRSchedule6 ~ ~ http://www.virtus.com/20220531/role/RRSchedule7 ~ ~ http://www.virtus.com/20220531/role/RRBarChart8 ~ ~ http://www.virtus.com/20220531/role/RRSchedule9 ~ ~ http://www.virtus.com/20220531/role/RRSchedule12 ~ ~ http://www.virtus.com/20220531/role/RRSchedule13 ~ ~ http://www.virtus.com/20220531/role/RRSchedule14 ~ ~ http://www.virtus.com/20220531/role/RRSchedule15 ~ ~ http://www.virtus.com/20220531/role/RRBarChart16 ~ ~ http://www.virtus.com/20220531/role/RRSchedule17 ~ ~ http://www.virtus.com/20220531/role/RRSchedule20 ~ ~ http://www.virtus.com/20220531/role/RRSchedule21 ~ ~ http://www.virtus.com/20220531/role/RRSchedule22 ~ ~ http://www.virtus.com/20220531/role/RRSchedule23 ~ ~ http://www.virtus.com/20220531/role/RRBarChart24 ~ ~ http://www.virtus.com/20220531/role/RRSchedule25 ~ ~ http://www.virtus.com/20220531/role/RRSchedule28 ~ ~ http://www.virtus.com/20220531/role/RRSchedule29 ~ ~ http://www.virtus.com/20220531/role/RRSchedule30 ~ ~ http://www.virtus.com/20220531/role/RRSchedule31 ~ ~ http://www.virtus.com/20220531/role/RRBarChart32 ~ ~ http://www.virtus.com/20220531/role/RRSchedule33 ~ ~ http://www.virtus.com/20220531/role/RRSchedule36 ~ ~ http://www.virtus.com/20220531/role/RRSchedule37 ~ ~ http://www.virtus.com/20220531/role/RRSchedule38 ~ ~ http://www.virtus.com/20220531/role/RRSchedule39 ~ ~ http://www.virtus.com/20220531/role/RRBarChart40 ~ ~ http://www.virtus.com/20220531/role/RRSchedule41 ~ ~ http://www.virtus.com/20220531/role/RRSchedule44 ~ ~ http://www.virtus.com/20220531/role/RRSchedule45 ~ ~ http://www.virtus.com/20220531/role/RRSchedule46 ~ ~ http://www.virtus.com/20220531/role/RRSchedule47 ~ ~ http://www.virtus.com/20220531/role/RRBarChart48 ~ ~ http://www.virtus.com/20220531/role/RRSchedule49 ~ 0001005020 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member cik0001005020:C000234173Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member cik0001005020:C000234172Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member cik0001005020:C000234177Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member cik0001005020:C000234176Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:C000234174Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:C000234175Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member cik0001005020:C000234179Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member cik0001005020:C000234178Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member cik0001005020:C000234181Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member cik0001005020:C000234180Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member cik0001005020:C000234182Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member cik0001005020:C000234183Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234172Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234172Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member cik0001005020:JPMorganCEMBIBroadDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234176Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234176Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member cik0001005020:JPMorganEMBIGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234175Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234175Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:JPMorganEMBIGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:JPMorganGBI-EMGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:BlendIndex50JPMorganEMBIGlobalDiversifiedIndex50JPMorganGBI-EMGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234178Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234178Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member cik0001005020:ICEBofAUSHighYieldConstrainedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234180Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234180Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member cik0001005020:JPMorganGBI-EMGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234183Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234183Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member cik0001005020:BloombergGlobalCreditIndexHedgedUSDMember 2022-05-31 2022-05-31 iso4217:USD xbrli:pure Estimated for current fiscal year, as annualized.Restated to reflect current fees and expenses.April 7, 2024April 7, 2024Estimated for current fiscal year, as annualized.Restated to reflect current fees and expenses.April 7, 2024April 7, 2024Estimated for current fiscal year, as annualized.Restated to reflect current fees and expenses.April 7, 2024April 7, 2024 - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses. - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.Estimated for current fiscal year, as annualized.Restated to reflect current fees and expenses.April 7, 2024April 7, 2024Estimated for current fiscal year, as annualized.Restated to reflect current fees and expenses.April 7, 2024April 7, 2024Estimated for current fiscal year, as annualized.Restated to reflect current fees and expenses.April 7, 2024April 7, 2024 - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses. - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.
EX-99.(D)(13)(G) 3 c104558_ex-d13g.htm

Exhibit d.13.g

 

TRANSFER AND ASSUMPTION AGREEMENT

 

This Transfer and Assumption Agreement (the “Agreement”) is made as of July 1, 2022 (the “Closing Date”) by and between Seix Investment Advisors LLC (“Seix”, to be known as Virtus Fixed Income Advisers, LLC) and Virtus Investment Advisers, Inc., a Massachusetts corporation (the “Adviser”), on behalf of 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 and Virtus Newfleet Tax-Exempt Bond Fund (each a “Fund” and collectively, the “Funds”), each a series of Virtus Opportunities Trust, a Delaware statutory trust (the “Trust” and collectively with the Adviser, the “Transferor”)

 

WITNESSETH THAT:

 

WHEREAS, the Adviser, Seix and Newfleet Asset Management, LLC (“Newfleet”) are each investment advisers registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”);

 

WHEREAS, the Adviser and the Trust are parties to an Investment Advisory Agreement dated as of November 20, 2002, as amended (the “Advisory Agreement”), with respect to the Funds pursuant to which the Adviser may enter into subadvisory agreements with registered investment advisers to act as subadvisers to the Funds;

 

WHEREAS, pursuant to the Advisory Agreement, the Adviser has entered into subadvisory agreements with Newfleet (f/k/a Seneca Capital Management LLC and SCM Advisors LLC) dated as of July 1, 1998, as amended, on behalf of Virtus Newfleet Core Plus Bond Fund (f/k/a Virtus Bond Fund), Virtus Newfleet High Yield Fund (f/k/a Virtus High Yield Fund), Virtus Newfleet Senior Floating Rate Fund (f/k/a Virtus Senior Floating Rate Fund), Virtus Newfleet Multi-Sector Intermediate Bond Fund (f/k/a Virtus Multi-Sector Fixed Income Fund), and Virtus Newfleet Multi-Sector Short Term Bond Fund (f/k/a Virtus Multi-Sector Short Term Bond Fund), and May 18, 2012, as amended, on behalf of Virtus Newfleet Low Duration Core Plus Bond Fund (f/k/a Virtus Low Duration Income Fund) and Virtus Newfleet Tax-Exempt Bond Fund (f/k/a Virtus Tax-Exempt Bond Fund and to be known as Virtus Seix Tax-Exempt Bond Fund) (each a “Subadvisory Agreement” and collectively, the “Subadvisory Agreements”), pursuant to which Newfleet serves as subadviser to the Funds, and which applicable Subadvisory Agreement provides in substance for its automatic termination in the event of its assignment, in accordance with the requirements of Section 15(a)(4) of the Investment Company Act of 1940, as amended (the “1940 Act”);

 

WHEREAS, Seix and Newfleet are both wholly owned subsidiaries of Virtus Investment Partners, Inc. (“Virtus”) and are, therefore, under common control of Virtus;

 

WHEREAS, Newfleet will be merged into Seix on the Closing Date (the “Merger”) and, coincident with the Merger, Seix will change its name to “Virtus Fixed Income Advisers, LLC” (“VFIA” or the “Transferee”), with VFIA as the surviving entity;

 

WHEREAS, following the Merger, VFIA will remain a wholly owned subsidiary of Virtus, and therefore under the control of Virtus;

 

WHEREAS, the Merger will not result in a change of actual control or management of Newfleet and, therefore, under Rule 2a-6 of the 1940 Act, is not an assignment that would cause a termination of the Subadvisory Agreements in accordance with its terms; and

 

WHEREAS, at a meeting held on May 24, 2022, the Board of Trustees of the Trust (the “Board”), including a majority of Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Trust or any investment adviser to the Trust, has authorized any officer of the Funds to

   

execute and deliver such documentation as is appropriate to accomplish the transfer and assumption of the Subadvisory Agreements.

 

NOW, THEREFORE, the parties hereto, intending to be legally bound, and for the consideration set forth herein, the sufficiency of which is hereby acknowledged, agree as follows:

 

1. AMENDMENT OF THE SUBADVISORY AGREEMENTS. The name of the subadviser in the Subadvisory Agreements is hereby changed from “Newfleet Asset Management, LLC” to “Virtus Fixed Income Advisers, LLC.”

 

2. ASSUMPTION BY VFIA. Seix, intending to be legally bound, hereby agrees as of the Closing Date when it is VFIA, to assume all of the duties and obligations of Newfleet with respect to the provision of investment management services to the Funds under the respective Subadvisory Agreement and accepts the responsibilities and agrees to perform all such services required in connection with the management of the Funds.

 

3. REPRESENTATIONS OF VFIA. Seix hereby represents and warrants as of the Closing Date when it is VFIA: (i) it is registered as an investment adviser with the SEC under the Advisers Act, and its registration is currently in full force and effect; (ii) it is capable and is legally empowered to assume the duties and obligations under the respective Subadvisory Agreement and to act as subadviser to the Funds; (iii) all action required of VFIA to assume the duties and obligations under the Subadvisory Agreements has been taken; (iv) this Agreement creates a valid and binding agreement enforceable against VFIA in accordance with its terms; and (v) each Subadvisory Agreement creates a valid and binding agreement enforceable against VFIA in accordance with its terms.

 

4. GOVERNING LAW. This Agreement shall be governed by and enforced in accordance with the laws of the State of Delaware.

 

5. FURTHER ASSURANCES. Transferor and Transferee each agree to execute and deliver such further instruments, agreements and assurances as may be reasonably requested by the others to evidence and provide for the transfer by Transferor and the assumption by Transferee of the rights and obligations under the Subadviser Agreements.

 

6. COUNTERPARTS. This Agreement may be executed in counterparts, which may be executed and/or exchanged electronically, each of which, when taken together, shall constitute one and the same instrument.

 

[signature page follows]

   

IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Transfer and Assumption Agreement to be executed by their duly authorized officers or other representatives.

 

  SEIX INVESTMENT ADVISORS LLC (TO BE KNOWN
AS VIRTUS FIXED INCOME ADVISERS, LLC)
         
  By:     /s/ David G. Hanley
  Name:   David G. Hanley
  Title:   Senior Vice President and Treasurer
         
  VIRTUS INVESTMENT ADVISERS, INC.
         
  By:     /s/ Richard W. Smirl
  Name:   Richard W. Smirl
  Title:   Executive Vice President

 

Approved by:

 

VIRTUS OPPORTUNITIES TRUST

On behalf of its series, 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 and Virtus Newfleet Tax-Exempt Bond Fund (to be known as Virtus Seix Tax-Exempt Bond Fund)

 

By:     /s/ W. Patrick Bradley  
Name:   W. Patrick Bradley  
Title:   Executive Vice President, Chief Financial Officer & Treasurer  
   
EX-99.(D)(15)(A) 4 c104558_ex-d15a.htm

Exhibit d.15.a

 

TRANSFER AND ASSUMPTION AGREEMENT

 

This Transfer and Assumption Agreement (the “Agreement”) is made as of July 1, 2022 (the “Closing Date”) by and between Seix Investment Advisors LLC (“Seix”, to be known as Virtus Fixed Income Advisers, LLC), and Virtus Alternative Investment Advisers, Inc., a Connecticut corporation (the “Adviser”), on behalf of Virtus Stone Harbor Local Markets Fund, Virtus Stone Harbor Strategic Income Fund, Virtus Stone Harbor Emerging Markets Debt Allocation Fund, Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Emerging Markets Debt Fund and Virtus Stone Harbor Emerging Markets Corporate Debt Fund (each a “Fund” and collectively, the “Funds”), each a series of Virtus Opportunities Trust, a Delaware statutory trust (the “Trust” and collectively with the Adviser, the “Transferor”)

 

WITNESSETH THAT:

 

WHEREAS, the Adviser, VFIA and Stone Harbor Investment Partners, LLC (“Stone Harbor”) are each investment advisers registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940 (the “Advisers Act”);

 

WHEREAS, the Adviser and the Trust are parties to an Investment Advisory Agreement dated as of April 4, 2022 (the “Advisory Agreement”), with respect to the Funds pursuant to which the Adviser may enter into subadvisory agreements with registered investment advisers to act as subadvisers to the Funds;

 

WHEREAS, pursuant to the Advisory Agreement, the Adviser has entered into a subadvisory agreement with Stone Harbor dated as of April 4, 2022, on behalf of the Funds (the “Subadvisory Agreement”), pursuant to which Stone Harbor serves as subadviser to the Funds, and which Subadvisory Agreement provides in substance for its automatic termination in the event of its assignment, in accordance with the requirements of Section 15(a)(4) of the Investment Company Act of 1940, as amended (the “1940 Act”);

 

WHEREAS, Seix and Stone Harbor are both wholly owned subsidiaries of Virtus Investment Partners, Inc. (“Virtus”) and are, therefore, under common control of Virtus;

 

WHEREAS, Stone Harbor will be merged into Seix on the Closing Date (the “Merger”) and, coincident with the Merger, Seix will change its name to “Virtus Fixed Income Advisers, LLC” (“VFIA” or the “Transferee”) with VFIA as the surviving entity;

 

WHEREAS, following the Merger, VFIA will remain a wholly owned subsidiary of Virtus, and therefore under the control of Virtus;

 

WHEREAS, the Merger will not result in a change of actual control or management of Stone Harbor and, therefore, under Rule 2a-6 of the 1940 Act, is not an assignment that would cause a termination of the Subadvisory Agreement in accordance with its terms; and

 

WHEREAS, at a meeting held on May 24, 2022, the Board of Trustees of the Trust (the “Board”), including a majority of Trustees who are not “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of the Trust or any investment adviser to the Trust, has authorized any officer of the Funds to execute and deliver such documentation as is appropriate to accomplish the transfer and assumption of the Subadvisory Agreement.

 

NOW, THEREFORE, the parties hereto, intending to be legally bound, and for the consideration set forth herein, the sufficiency of which is hereby acknowledged, agree as follows:

 

1. AMENDMENT OF THE SUBADVISORY AGREEMENT. The name of the subadviser in the Subadvisory Agreement is hereby changed from “Stone Harbor Investment Partners, LLC” to “Virtus Fixed Income Advisers, LLC.”

   

2. ASSUMPTION BY VFIA. Seix, intending to be legally bound, hereby agrees as of the Closing Date when it is VFIA, hereby agrees to assume all of the duties and obligations of Stone Harbor with respect to the provision of investment management services to the Funds under the Subadvisory Agreement and accepts the responsibilities and agrees to perform all such services required in connection with the management of the Funds.

 

3. REPRESENTATIONS OF VFIA. Seix hereby represents and warrants as of the Closing Date when it is VFIA: (i) it is registered as an investment adviser with the SEC under the Advisers Act, and its registration is currently in full force and effect; (ii) it is capable and is legally empowered to assume the duties and obligations under the Subadvisory Agreement and to act as subadviser to the Funds; (iii) all action required of VFIA to assume the duties and obligations under the Subadvisory Agreement has been taken; (iv) this Agreement creates a valid and binding agreement enforceable against VFIA in accordance with its terms; and (v) the Subadvisory Agreement creates a valid and binding agreement enforceable against VFIA in accordance with its terms.

 

4. GOVERNING LAW. This Agreement shall be governed by and enforced in accordance with the laws of the State of Delaware.

 

5. FURTHER ASSURANCES. Transferor and Transferee each agree to execute and deliver such further instruments, agreements and assurances as may be reasonably requested by the others to evidence and provide for the transfer by Transferor and the assumption by Transferee of the rights and obligations under the Subadviser Agreement.

 

6. COUNTERPARTS. This Agreement may be executed in counterparts, which may be executed and/or exchanged electronically, each of which, when taken together, shall constitute one and the same instrument.

 

[signature page follows]

   

IN WITNESS WHEREOF, the parties hereto intending to be legally bound have caused this Transfer and Assumption Agreement to be executed by their duly authorized officers or other representatives.

 

  SEIX INVESTMENT ADVISORS LLC (TO BE KNOWN
AS VIRTUS FIXED INCOME ADVISERS, LLC)
         
  By:     /s/ David G. Hanley
  Name:   David G. Hanley
  Title:   Senior Vice President and Treasurer
         
  VIRTUS ALTERNATIVE INVESTMENT ADVISERS, INC.
         
  By:     /s/ Richard W. Smirl
  Name:   Richard W. Smirl
  Title:   Executive Vice President

 

Approved by:

 

VIRTUS OPPORTUNITIES TRUST

On behalf of its series, Virtus Stone Harbor Local Markets Fund, Virtus Stone Harbor Strategic Income Fund, Virtus Stone Harbor Emerging Markets Debt Allocation Fund, Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Emerging Markets Debt Fund and Virtus Stone Harbor Emerging Markets Corporate Debt Fund

 

By:     /s/ W. Patrick Bradley  
Name:   W. Patrick Bradley  
Title:   Executive Vice President, Chief Financial Officer & Treasurer  
   
EX-99.(E)(2)(A) 5 c104558_ex-e2a.htm

Exhibit e.2.a

 

 

 

One Financial Plaza, Hartford, CT 06103 | 800.248.7971 | Virtus.com

 

Virtus Mutual Funds Sales Agreement
Amended Annex A – July 2022
VP Distributors, LLC

 

 

Virtus Mutual Funds and Available Share Classes

 

EQUITY   FIXED INCOME  
Virtus Ceredex Large-Cap Value Equity Fund A C I R6 Virtus Convertible Fund A C P R6 ADM INST
Virtus Ceredex Mid-Cap Value Equity Fund A C I R6 Virtus Newfleet Core Plus Bond Fund A C I R6
Virtus Ceredex Small-Cap Value Equity Fund A C I R6 Virtus Newfleet High Yield Fund A C I R6
Virtus KAR Capital Growth Fund A C I R6 Virtus Newfleet Low Duration Core Plus Bond Fund A C I R6
Virtus KAR Equity Income Fund A C I R6 Virtus Newfleet Multi-Sector Intermediate Bond Fund A C I R6
Virtus KAR Mid-Cap Core Fund A C I R6 Virtus Newfleet Multi-Sector Short Term Bond Fund** A C1 I R6
Virtus KAR Mid-Cap Growth Fund A C I R6 Virtus Newfleet Senior Floating Rate Fund A C I R6
Virtus KAR Small-Cap Core Fund* A C I R6 Virtus Newfleet Short Duration High Income Fund A C P R6 INST
Virtus KAR Small-Cap Growth Fund* A C I R6 Virtus Seix Core Bond Fund A I R6
Virtus KAR Small-Cap Value Fund A C I R6 Virtus Seix Corporate Bond Fund A C I R6
Virtus KAR Small-Mid Cap Core Fund A C I R6 Virtus Seix Floating Rate High Income Fund A C I R6
Virtus KAR Small-Mid Cap Growth Fund A C I R6 Virtus Seix High Grade Municipal Bond Fund A I
Virtus KAR Small-Mid Cap Value Fund A C I R6 Virtus Seix High Income Fund A I R6
Virtus NFJ Dividend Value Fund A C P R6 ADM INST Virtus Seix High Yield Fund A I R6
Virtus NFJ Large-Cap Value Fund A C P R6 ADM INST Virtus Seix High Yield Income Fund A C P ADM INST
Virtus NFJ Mid-Cap Value Fund A C P R6 ADM INST Virtus Seix Investment Grade Tax-Exempt Bond Fund A I
Virtus NFJ Small-Cap Value Fund A C P R6 ADM INST Virtus Seix Short-Term Bond Fund A C I
Virtus Silvant Focused Growth Fund A C P R6 ADM INST Virtus Seix Short-Term Municipal Bond Fund A I
Virtus Silvant Large-Cap Growth Stock Fund A I R6 Virtus Seix Tax-Exempt Bond Fund A C I
Virtus Silvant Mid-Cap Growth Fund A C P ADM INST Virtus Seix Total Return Bond Fund A I R6
Virtus Silvant Small-Cap Growth Stock Fund A I Virtus Seix U.S. Govt Securities Ultra-Short Bond Fund A I R6
Virtus Small-Cap Fund A C P R6 INST Virtus Seix U.S. Mortgage Fund A C I
    Virtus Seix Ultra-Short Bond Fund A I
    Virtus Stone Harbor Emerging Markets Corp Debt Fund A I
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund A I
    Virtus Stone Harbor Emerging Markets Debt Fund A I
    Virtus Stone Harbor High Yield Bond Fund A I
    Virtus Stone Harbor Local Markets Fund A I
    Virtus Stone Harbor Strategic Income Fund A I
       

 

*The Virtus KAR Small-Cap Core Fund and the Virtus KAR Small-Cap Growth Fund are no longer available for purchases to new investors, subject to limited exceptions. These funds continue to be available for purchases by existing investors. See the prospectus and SAI for possible exceptions and additional information.

 

** Effective April 30, 2019, the Virtus Newfleet Multi-Sector Short Term Bond Fund Class C is no longer available for purchases by new or existing shareholders, except by existing shareholders through reinvestment transactions.

 

Applicable waivers of Class A sales charges and Class A & C contingent deferred sales charges are described in the prospectus.

 

VP Distributors, LLC, One Financial Plaza, Hartford, CT 06103
Marketing: (800) 243-4361 Customer Service: (800) 243-1574 www.Virtus.com
   

Virtus Mutual Funds Sales Agreement
Amended Annex A – July 2022
VP Distributors, LLC

 

 

Virtus Mutual Funds and Available Share Classes

 

INTERNATIONAL/GLOBAL   ALTERNATIVES  
Virtus Emerging Markets Opportunities Fund A C P R6 INST The Merger Fund® A I
Virtus International Small-Cap Fund A C P R6 INST Virtus Duff & Phelps Global Infrastructure Fund A C I R6
Virtus KAR Developing Markets A C I R6 Virtus Duff & Phelps Global Real Estate Securities Fund A C I R6
Virtus KAR Emerging Markets Small-Cap Fund A C I R6 Virtus Duff & Phelps International Real Estate Sec Fund A C I
Virtus KAR Global Quality Dividend Fund A C I R6 Virtus Duff & Phelps Real Asset Fund A C I R6
Virtus KAR Global Small-Cap Fund A C P INST Virtus Duff & Phelps Real Estate Securities Fund A C I R6
Virtus KAR International Small-Mid Cap Fund A C I R6 Virtus Duff & Phelps Select MLP and Energy Fund A C I
Virtus NFJ Emerging Markets Value Fund A C P INST Virtus FORT Trend Fund A C I R6
Virtus NFJ International Value Fund A C P R6 ADM INST Virtus KAR Long/Short Equity Fund A C I R6
Virtus SGA Emerging Markets Growth Fund A C I R6 Virtus Westchester Credit Event Fund A I
Virtus SGA Global Growth Fund A C I R6 Virtus Westchester Event-Driven Fund A I
Virtus SGA International Growth Fund A I R6    
Virtus SGA New Leaders Growth Fund A C I R6 SPECIALTY  
Virtus Vontobel Emerging Markets Opportunities Fund A C I R6 Virtus Duff & Phelps Water Fund A C P INST
Virtus Vontobel Foreign Opportunities Fund A C I R6 Virtus Global Allocation Fund A C P R6 ADM INST
Virtus Vontobel Global Opportunities Fund A C I R6 Virtus KAR Health Sciences Fund A C P INST
Virtus Vontobel Greater European Opportunities Fund A C I Virtus NFJ Global Sustainability Fund A P INST
    Virtus Zevenbergen Innovative Growth Stock Fund A I R6
MULTI-ASSET   Virtus Zevenbergen Technology Fund A C P ADM INST
Virtus Income & Growth Fund A C P INST    
Virtus Tactical Allocation Fund A C I R6    
       

 

Applicable waivers of Class A sales charges and Class A & C contingent deferred sales charges are described in the prospectus.

 

VP Distributors, LLC, One Financial Plaza, Hartford, CT 06103
Marketing: (800) 243-4361 Customer Service: (800) 243-1574 www.Virtus.com
 2 

Class A Shares

 

Seix U.S. Government Securities Ultra-Short Bond and Seix Ultra-Short Bond Funds, (the “Ultra-Short Bond Funds”) – There is no Sales Charges on purchases made directly into these funds. A Sales Charge may be applicable upon the exchange of direct purchases into another Class A Share or upon the exchange into these Funds from Funds on which a Finder’s Fee was paid. (See below for additional information regarding exchanges into these Funds from Funds on which a Finder’s Fee was paid)

 

Equity, International/Global, Alternative, Multi-Asset, Specialty and Virtus Convertible Fund

 

Amount of
Transaction
Plus Applicable Rights
of Accumulation:
  Sales Charge
As Percentage of
Offering Price
  Dealer Discount
or Agency Fee
As Percentage of
Offering Price
       
Less than $50,000  5.50%  4.75%
$50,000 but under $100,000  4.50  4.00
$100,000 but under $250,000  3.50  3.00
$250,000 but under $500,000  2.50  2.00
$500,000 but under $1,000,000  2.00  1.75
$1,000,000 or more  None  None

 

Seix High Yield Income, Newfleet Core Plus Bond, Newfleet High Yield, Newfleet Multi-Sector Intermediate Bond, Seix High Income, Seix Core Bond, Seix Corporate Bond, Seix Total Return Bond, Seix High Yield, Stone Harbor Emerging Markets Corporate Bond, Stone Harbor Emerging Markets Debt Allocation, Stone Harbor Emerging Markets Debt, Stone Harbor High Yield Bond, Stone Harbor Local Markets and Stone Harbor Strategic Income Funds

 

Amount of
Transaction
Plus Applicable Rights
of Accumulation:
  Sales Charge
As Percentage of
Offering Price
  Dealer Discount
or Agency Fee
As Percentage of
Offering Price
       
Less than $50,000  3.75%  3.25%
$50,000 but under $100,000  3.50  3.00
$100,000 but under $250,000  3.25  2.75
$250,000 but under $500,000  2.25  2.00
$500,000 but under $1,000,000  1.75  1.50
$1,000,000 or more  None  None

 

Newfleet Senior Floating Rate, Seix Tax-Exempt Bond, Seix High Grade Municipal Bond, Seix Investment Grade Tax-Exempt Bond, Seix Floating Rate High Income Funds

 

Amount of
Transaction
Plus Applicable Rights
of Accumulation:
  Sales Charge
As Percentage of
Offering Price
  Dealer Discount
or Agency Fee
As Percentage of
Offering Price
       
Less than $50,000  2.75%  2.25%
$50,000 but under $100,000  2.25  2.00
$100,000 but under $250,000  1.75  1.50
$250,000 but under $500,000  1.25  1.00
$500,000 but under $1,000,000  1.00  1.00
$1,000,000 or more  None  None

 

Newfleet Multi-Sector Short Term Bond, Newfleet Low Duration Core Plus Bond, Seix Short-Term Bond Fund, Seix Short-Term Municipal Bond, Seix U.S. Mortgage Bond Funds

 

Amount of
Transaction
Plus Applicable Rights
of Accumulation:
  Sales Charge
As Percentage of
Offering Price
  Dealer Discount
or Agency Fee
As Percentage of
Offering Price
       
Less $100,000  2.25%  2.00%
$100,000 but under $250,000  1.75  1.50
$250,000 or more  None  None
 3 

Class A Shares Continued

 

Newfleet Short Duration High Income Fund

 

Amount of
Transaction
Plus Applicable Rights
of Accumulation:
  Sales Charge
As Percentage of
Offering Price
  Dealer Discount
or Agency Fee
As Percentage of
Offering Price
       
Less $100,000  2.25%  2.00%
$100,000 but under $250,000  1.25  1.00
$250,000 or more  None  None

 

Class A Shares 12b-1 and Finder’s Fees

 

12b-1 Fees: 0.15% - Virtus Seix High Grade Municipal Bond and the Virtus Seix Short-Term Municipal Bond - For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VP Distributors, LLC (“VPD”) or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.15% annually. The Service Fee is based on the average daily net asset value of Class A Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the 13th month following purchase of Class A Shares. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

 

12b-1 Fees: 0.20% - Virtus Seix U.S. Mortgage and Virtus Seix Short-Term Bond Funds Only - For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.20% annually. The Service Fee is based on the average daily net asset value of Class A Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the 13th month following purchase of Class A Shares. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

 

12b-1 Fees: 0.25% - All other Class A Funds- For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually. The Service Fee is based on the average daily net asset value of Class A Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Service Fee for shares on which a Finder’s Fee has been paid will commence in the 13th month following purchase of Class A Shares. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

 

Finder’s Fee and CDSC Applicable to Fixed Income Funds (excluding Virtus Convertible Fund, Virtus Newfleet Short Duration High Income Fund, Virtus Newfleet Multi-Sector Short Term Bond Fund, Virtus Newfleet Low Duration Core Plus Bond Fund, Virtus Seix U.S. Mortgage Fund, Virtus Seix Short-Term Bond Fund, Virtus Seix Short-Term Municipal Bond Fund, Virtus Seix U.S. Government Securities Ultra-Short Bond Fund and Virtus Seix Ultra-Short Bond Fund): VPD may pay broker-dealers a Finder’s Fee in an amount equal to 0.50% of eligible Class A Share purchases from $1,000,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a Finder’s Fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 0.50% may apply on certain redemptions made (including exchanges into the Ultra-Short Bond Funds) within 18 months following purchases of Class A Shares on which a Finder’s Fee has been paid to a dealer. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

Finder’s Fee and CDSC Applicable to Virtus Newfleet Short Duration High Income Fund, Virtus Newfleet Multi-Sector Short Term Bond Fund, Virtus Newfleet Low Duration Core Plus Bond Fund, Virtus Seix U.S. Mortgage Fund, Virtus Seix Short-Term Bond Fund and Virtus Seix Short-Term Municipal Bond Fund: VPD may pay broker-dealers a Finder’s Fee in an amount equal to 0.50% of eligible Class A Share purchases from $250,000 to $3,000,000 and 0.25% on amounts greater than $3,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a Finder’s Fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 0.50% may apply on certain redemptions (including exchanges into the Ultra-Short Bond Funds) made within 12 months following purchases of Class A Shares on which a Finder’s Fee has been paid to a dealer. The 12-month period begins on the last day of the month preceding the month in which the purchase was made.

 4 

Class A Shares 12b-1 and Finder’s Fees continued

 

Finder’s Fee and CDSC Applicable to Equity, International/Global, Alternative, Multi-Asset, Specialty and Virtus Convertible Fund: VPD may pay broker-dealers a Finder’s Fee in an amount equal to 1.00% of eligible Class A Share purchases from $1,000,000 to $3,000,000, 0.50% on amounts of $3,000,001 to $10,000,000 and 0.25% on amounts greater than $10,000,000. Purchases by an account in the name of a qualified employee benefit plan are eligible for a Finder’s Fee only if such plan has at least 100 eligible employees. A contingent deferred sales charge of 1% may apply on certain redemptions made within 18 months following purchases of Class A Shares on which a Finder’s Fee has been paid to a dealer. The 18-month period begins on the last day of the month preceding the month in which the purchase was made.

 

Ultra-Short Bond Funds: In the event that a contingent deferred sales charge is applied to an exchange into one of the Ultra-Short Bond Funds, exchanges from the Ultra-Short Bond Fund into Class A Shares of another Virtus Fund will not be subject to a sales charge or Finder’s Fee.

 

Administrative Shares

 

Distribution and/or Shareholder Servicing Fees: 0.25% - For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually. The fee is based on the average daily net asset value of Administrative Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated.

 

Class C Shares

 

Sales Commission:

1% for all Class C Funds except the Virtus Newfleet Short Duration High Income Fund which is 0.75% and no commission is paid on the Virtus Newfleet Multi-Sector Short Term Bond Fund.

Virtus Newfleet Multi-Sector Short Term Bond Fund - is no longer available for purchases by new or existing shareholders. When original purchases of the Virtus Newfleet Multi-Sector Short Term Bond Fund Class C are exchanged to other Class C or C1 Shares, the dealer will receive a 1% sales commission.

 

CDSC: 1% for all Class C Funds, except Virtus Newfleet Multi-Sector Short Term Bond Fund (no CDSC). Dealers maintaining omnibus accounts, upon redemption of a customer account within the time frames specified below, shall charge such customer account the appropriate contingent deferred sales charge as indicated and shall forward the proceeds to VPD. The CDSC on applicable Class C Shares is 1% for one year from each purchase.

 

Distribution Fee: 0.25% - 0.75% VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually for Virtus Newfleet Short Duration High Income Fund and Virtus Newfleet Multi-Sector Short Term Bond Fund, 0.65% annually for Virtus Seix High Yield Income Fund and 0.75% annually for all other Class C Funds, based on the average daily net asset value of Class C Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C Trail Fee is paid beginning in the 13th month following each purchase. There is no hold for the Class C Trail Fee for the Virtus Newfleet Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

 

Service Fee: 0.25% For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C Service Fee is paid beginning in the 13th month following each purchase. There is no hold for the Class C Service Fee for the Virtus Newfleet Multi-Sector Short Term Bond Fund. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

 

Purchase Maximums- For all Funds except Virtus Newfleet Short Duration High Income Fund, Virtus Newfleet Low Duration Core Plus Bond Fund, Virtus Newfleet Multi-Sector Short Term Bond Fund, Virtus Seix Short-Term Bond Fund, Virtus Seix U.S. Mortgage Fund- The maximum allowable for a single purchase is under $1,000,000.

 

Purchase Maximums- Virtus Newfleet Short Duration High Income Fund, Virtus Newfleet Low Duration Core Plus Bond Fund, Virtus Seix Short Term Bond Fund, Virtus Seix U.S. Mortgage Fund- The maximum allowable for a single purchase is under $250,000.

 5 

Class C1 Shares – Virtus Newfleet Multi-Sector Short Term Bond Fund only

 

Dealer Concession: 1%

 

CDSC: 1% for one year from the date of each purchase.

 

Service Fee: 0.25% For providing shareholder services which include, but are not limited to, transmitting prospectuses, statements of additional information, shareholder reports, proxy statements and other materials to shareholders; providing educational materials; providing facilities to answer questions about the Funds; receiving and answering correspondence; assisting shareholders in completing application forms and selecting dividend and other account options and providing such other information and services as VPD or a Fund may reasonably request, VPD intends to pay a monthly fee to qualifying dealers at the equivalent of 0.25% annually, based on the average daily net asset value of Class C1 Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C1 Service Fee is paid beginning in the 13th month following each purchase. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

 

Distribution Fee: 0.75% VPD intends to pay a quarterly fee to qualifying dealers at the equivalent of 0.75% annually, based on the average daily net asset value of Class C1 Shares sold by such dealers and remaining on the Funds’ books during the period in which the fee is calculated. The Class C1 Distribution Fee is paid beginning in the 13th month following each purchase. See the last page of this Annex A for Terms and Conditions for Service and Distribution Fees.

 

Purchase Maximums- The maximum allowable for a single purchase is under $250,000.

 

Class I Shares

 

There is no dealer compensation payable on Class I Shares, and they do not pay any 12b-1 distribution or service fees.

 

Institutional Shares

 

There is no dealer compensation payable on Institutional Shares, and they do not pay any 12b-1 distribution or service fees.

 

Class P Shares

 

There is no dealer compensation payable on P Shares, and they do not pay any 12b-1 distribution or service fees.

 

Class R6 Shares

 

There is no dealer compensation payable on Class R6 Shares and they do not pay any 12b-1 distribution or service fees. No compensation, administrative payments, sub-transfer agency payments or service payments are paid to dealers or other entities from fund assets or VPD’s or an affiliate’s resources on sales of or investments in Class R6 Shares.

 

Terms and Conditions for Service and Distribution Fees – All Share Classes

 

Applicable Service and Distribution Fees are paid pursuant to one or more distribution and/or service plans (“Plan”) adopted by certain of the Funds. Payment of these fees will automatically terminate in the event such Plan terminates or is not continued or in the event that this Agreement terminates, is assigned or ceases to remain in effect. VP Distributors shall be under no obligation to pay any fees hereunder to the extent such fees have not been paid to VP Distributors by the applicable Fund(s). In addition, these fees may be terminated at any time, without the payment of a penalty, by vote of a majority of the members of the Funds’ Board of Trustees who are not interested persons of the Funds and have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan, or by vote of a majority of the outstanding voting securities of any Fund or Funds on not more than sixty days’ written notice to any other party to the Agreement.

 

VPD 80A (July 2022 Rev)

 6 
EX-99.(H)(2)(X) 6 c104558_ex-h2x.htm

Exhibit h.2.x

 

Execution Version

 

Amendment

To

Sub-Transfer Agency And Shareholder Services Agreement

 

This Amendment To Sub-Transfer Agency And Shareholder Services Agreement (“Amendment”), dated as of September 1, 2022 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and Virtus Fund Services, LLC (“Company”) and each “Fund”, which is hereby defined to mean each investment company listed on the signature page to this Amendment (individually, an “Investment Company”; collectively, the “Investment Companies”), and, to the extent an Investment Company has one or more series listed on Exhibit B to the Amended Agreement (as defined below), each such series of each such Investment Company, each of the foregoing in its individual and separate capacity.

 

Background

 

BNYM, certain of the Funds and VP Distributors, Inc., as transfer agent to the Funds, entered into the Sub-Transfer Agency And Shareholder Services Agreement, dated as of April 15, 2011 (“Original Agreement”). VP Distributors, LLC, the surviving entity in a merger with VP Distributors, Inc. that was effective September 22, 2011, transferred all rights and obligations as transfer agent of the Funds under the Original Agreement to the Company pursuant to an Assignment and Assumption Agreement, effective as of January 1, 2013, among VP Distributors, LLC, the Company, certain of the Funds and BNYM (the Original Agreement as so assigned and amended being the “Assigned Agreement”).

 

BNYM, the Company and the Funds subsequently entered into amendments to the Assigned Agreement, dated as of March 21, 2014, June 1, 2014, August 19, 2014, November 12, 2014, March 24, 2015, May 28, 2015, September 1, 2015, December 10, 2015, July 27, 2016, February 1, 2017, September 18, 2017, January 1, 2018, September 20, 2018, December 21, 2018, March 22, 2019, May 22, 2019, September 1, 2019, October 17, 2019, November 18, 2019, August 27, 2020, November 13, 2020, June 9, 2021, August 2, 2021, December 1, 2021, January 12, 2022 and February 24, 2022 (the Assigned Agreement as so amended being the “Current Agreement”).

 

The parties intend that the Current Agreement be amended as set forth in this Amendment.

 

Terms

 

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree to all statements made above and as follows:

 

1.Modifications to the Current Agreement. The Current Agreement is hereby amended as follows:

 

(a)             The sixth sentence of the first paragraph of Section 5, beginning “BNYM agrees to provide Company”, is deleted and replaced in its entirety with the following:

 

BNYM shall upon request, not more than once annually, on a mutually agreed date during business hours and subject to BNY Mellon’s facility security policies and availability of personnel, meet with Company’s information security subject matter experts in a BNYM clean room to review BNYM information security policies, procedures and similar related information. No documentation may be copied, imaged or otherwise duplicated in any manner, transmitted or removed from the BNYM clean room by the Company except as mutually agreed in writing. Company shall not disclose any verbal or written information obtained during the review to any third party other than the Funds or use it for any

 

Page 1 of 20

 

Execution Version

 

purpose other than evaluating BNYM’s security controls. BNYM will act in good faith to address any issues identified by Company during the review in accordance with BNYM’s issues management process and information security program.

 

(b)Section 9(b)(ii) is deleted and replaced in its entirety with the following:

 

(ii) In connection with BNYM’s performance of transaction processing services, the Company acknowledges and agrees that:

 

(A)BNYM in its role as agent of a Fund or the Company may be notified of a payment obligation that BNYM as such agent is expected to satisfy, such as a same-day settlement obligation with the NSCC, by forwarding payment to the NSCC or other obligee but the amount required to satisfy the particular payment obligation may exceed the amount of funds then available for transfer in the relevant Service Accounts (such excess amount if transferred by BNYM being hereinafter referred to as an “Overdraft Amount”);
  
(B)BNYM is not obligated to transfer any funds representing Overdraft Amounts and may in its sole discretion decline without liability hereunder to transfer funds representing Overdraft Amounts;
  
(C)Notwithstanding the absence of an obligation to do so, BNYM may elect to transfer funds representing Overdraft Amounts (from sources other than the Service Accounts) as a courtesy to the Company and to maintain BNYM’s good standing with the NSCC and other participants in the financial services industry and that by electing to transfer funds representing Overdraft Amounts BNYM does not, even if it has transferred such funds as part of a regular pattern of conduct, waive any rights under this Section 9(b)(ii) or assume the obligation it has expressly disclaimed in clause (B) above and BNYM may at any time in its sole discretion and without notice decline to continue to make such transfers;
  
(D)The Company is at all times obligated to pay to BNYM an amount of money equal to the Overdraft Amounts that have not been offset by credits posted to the relevant Service Account subsequent to the transfer of the Overdraft Amount and such amounts are payable, and shall be paid, together with such accrued interest as may be charged by BNY Mellon Bank in accordance with the Custody Agreement (as defined in Schedule I), by the Company immediately upon demand by BNYM, except that to the extent the relevant Fund repays outstanding Overdraft Amounts and any accrued interest to BNY Mellon Bank pursuant to the tenth paragraph of Schedule I, the Company’s obligation to repay that amount to BNYM pursuant to this Section 9(b)(ii)(D) shall be deemed satisfied; and
  
(E)Funds added to both this Agreement and the Custody Agreement shall without further action by any party be deemed a signatory to and bound by the Letter Agreement (as defined in Schedule I).

 

(c)             Section 10 is deleted and replaced in its entirety with the Section 10 that appears in Attachment 1 to this Amendment To Sub-Transfer Agency And Shareholder Services Agreement, dated September 1, 2022, between BNYM and each of the Company and the Funds.

 

(d)The first sentence of Section 13(b) is deleted and replaced in its entirety by the following:
  
 This Agreement shall automatically renew on the final day of the Initial Term for an additional term which will continue until December 1, 2024, and thereafter the Agreement shall automatically renew on each anniversary of December 1, 2024 for a one year period (each of the automatic renewal terms being a “Renewal Term”), unless the Company, the Fund or BNYM gives written notice to each other

 

Page 2 of 20

 

Execution Version

 

 party of its intent not to renew and such notice is received by each other party not less than sixty (60) days prior to the expiration of the then-current Renewal Term (a “Non- Renewal Notice”).
  
(e)A new Section 20(r), which reads in its entirety as follows, is added:

 

(r)         Centralized Functions. The Bank of New York Mellon Corporation is a global financial organization that includes BNYM and provides services to clients through its affiliates and subsidiaries in multiple jurisdictions (the “BNY Mellon Group”). The BNY Mellon Group may centralize functions including audit, accounting, risk, legal, compliance, regulatory reporting, sales, administration, operations, technology services, product, client and client-customer communications, relationship management, storage and record retention, compilation and analysis of customer-related data, and other functions (the “Centralized Functions”) in one or more Affiliates and subsidiaries of the BNY Mellon Group, joint ventures and third-party service providers (the “Centralized Providers”). Notwithstanding any other provision of the Agreement and subject to the confidentiality obligations herein, the Company consents to the foregoing centralization of functions solely with respect to the subject matter of this Agreement, the receipt of services hereunder through the Centralized Functions, and in connection therewith BNYM’s disclosure of Company information, including Company Confidential Information, to the Centralized Providers, BNYM’s use of such information in connection with the Centralized Functions, and BNYM’s storage of names and business addresses of Company employees and employees of its affiliates and sponsors with the Centralized Providers. In addition, BNYM may use Company’s Confidential Information pursuant to this Agreement to analyze and improve product and service performance and for internal research and development activities, and may aggregate Company’s Confidential Information pursuant to this Agreement on an anonymized basis with other similar client data for BNYM’s and its Affiliates’ product development and distribution and marketing and thought leadership purposes provided that in any such case Company Confidential Information cannot be identified with the Company, a Fund or a Shareholder, or derived, from any such aggregated and anonymized data. The BNY Mellon Group shall possess all ownership rights with respect to such aggregated anonymized data. Notwithstanding the foregoing, nothing in this Section 20(r) shall have the effect of transferring any right or obligation of BNYM to any other entity, including Affiliates, nor have the effect of relieving BNYM of any obligations or restrictions set forth in other sections of this Agreement.

 

(f)               The defined term “Authorized Person” in Schedule A is deleted and replaced in its entirety with the following:

 

Authorized Person” means:

 

(i)with respect to both the Company and each Fund, each individual identified to BNYM as an Authorized Person on the properly completed version of Schedule J most recently provided to BNYM. For clarification, each individual identified on Schedule J is authorized to act on behalf of the Company and each Fund individually and collectively. Any limitation on the authority of such an Authorized Person to give Instructions must be expressly set forth in Schedule J next to the individual’s name; and
   
(ii)with respect to BNYM, employees designated in writing as authorized to receive facsimile transmissions or emails, or both, as Written Instructions (as provided in the definition of Written Instructions).

 

(g)             Schedule B is deleted and replaced it in its entirety with the Schedule B attached to this Amendment To Sub-Transfer Agency And Shareholder Services Agreement, dated September 1, 2022, between BNYM and each of the Company and the Funds.

 

Page 3 of 20

 

Execution Version

 

(h)Schedule F is deleted and replaced in its entirety with the following:

 

Schedule F

 

[Reserved. Intentionally Omitted.]

 

(i)                A new Schedule I, which reads in its entirety as set forth in the Schedule I attached to this Amendment To Sub-Transfer Agency And Shareholder Services Agreement, dated September 1, 2022, between BNYM and each of the Company and the Funds, is added.

 

(j)            A new Schedule J, which reads in its entirety as set forth in the Schedule J attached to this Amendment To Sub-Transfer Agency And Shareholder Services Agreement, dated September 1, 2022, between BNYM and each of the Company and the Funds, is added.

 

2.               Simultaneous Execution of Exhibit I. Each Fund agrees that simultaneously with the execution of this Amendment it will execute the letter agreement attached hereto as Schedule I with BNY Mellon Bank.

 

3.               Remainder of Current Agreement. Except as specifically modified by this Amendment, all terms and conditions of the Current Agreement shall remain in full force and effect.

 

4.               Governing Law. The governing law provision of the Current Agreement shall be the governing law provision of this Amendment.

 

5.               Entire Agreement. This Amendment constitutes the final, complete, exclusive and fully integrated record of the agreement of the parties with respect to the subject matter herein and the amendment of the Current Agreement with respect to such subject matter, and supersedes all prior and contemporaneous proposals, agreements, contracts, representations and understandings, whether written, oral or electronic, between the parties with respect to the same subject matter.

 

6.               Signatures; Counterparts. The parties expressly agree that this Amendment may be executed in one or more counterparts and expressly agree that such execution may occur by manual signature on a physically delivered copy of this Amendment, by a manual signature on a copy of this Amendment transmitted by facsimile transmission, by a manual signature on a copy of Amendment transmitted as an imaged document attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of this Amendment by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Amendment or of executed signature pages to counterparts of this Amendment, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Amendment and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Amendment.

 

[Remainder Of Page Intentionally Blank - Signatures Appear On Following Page]

 

Page 4 of 20

 

Execution Version

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be executed as of the Effective Date by its duly authorized representative indicated below. An authorized representative, if executing this Amendment by Electronic Signature, affirms authorization to execute this Amendment by Electronic Signature and that the Electronic Signature represents an intent to enter into this Amendment and an agreement with its terms.

 

BNY Mellon Investment Servicing (US) Inc.

 

By:     

 

Name:          Barbara Wentzel

 

Title:             Director

 

The Merger Fund

Virtus Alternative Solutions Trust

Virtus Asset Trust

Virtus Event Opportunities Trust

Virtus Equity Trust

Virtus Retirement Trust

Virtus Opportunities Trust

Virtus Investment Trust

Virtus Strategy Trust

 

Virtus Fund Services, LLC On behalf of itself and, to the extent it has series listed on Schedule B hereto, on behalf of each such series, each such Fund in its individual and separate capacity
   
By:    By:   
           
Name:   Heidi Griswold   Name:   Heidi Griswold  
           
Title: VP, Mutual Fund Services   Title: VP, Mutual Fund Services  

 

Page 5 of 20

 

Execution Version

Attachment 1

 

10.Instructions.

 

(a)             BNYM will engage in conduct when so directed by a Written Instruction or an Implementing Communication if the Written Instruction or an Implementing Communication, as appropriate, complies with applicable requirements set forth in this Section 10.

 

(i)Written Instructions. Notwithstanding any other provision of this Agreement: (A) unless the terms of this Agreement, Written Procedures or other written agreement between the Company and BNYM expressly provide, in the reasonable discretion of BNYM, all requisite details and directions for it to take a specific course of conduct under this Agreement, BNYM may, prior to engaging in a course of conduct on a particular matter, whether the course of conduct is proposed by or otherwise originates with BNYM or is directed by the Company in a Fund Communication, require the Company to provide it with Written Instructions with respect to the particular conduct, and (B) BNYM may also require Written Instructions with respect to conduct specified in a Fund Communication if it reasonably determines that the Agreement, Written Procedures or other written agreement between the Company and BNYM provides for the Company to furnish a Written Instruction in connection with the specified conduct.

 

(ii)Implementing Communications. “Implementing Communication” means a Fund Communication that is not a Written Instruction and that BNYM has determined in accordance with clause (i) above is not required in whole or in part to be the subject of a Written Instruction.

 

(b)            Subject to the right of BNYM to require in accordance with Section 10(a)(i) that conduct directed by a Fund Communication be provided in a Written Instruction, BNYM reserves the right to decline to act in accordance with a Fund Communication:

 

(i)for a Bona Fide Reason; or

 

(ii)if the Fund Communication (or contents thereof) does not constitute in all material respects, in the sole judgment of BNYM exercised reasonably, a “Standard Instruction”, which is hereby defined to mean:

 

(A)an instruction received by BNYM directing a course of conduct substantially similar in all material respects to a course of conduct provided for in a Written Procedure, or

 

(B)if a Written Procedure provides for a particular form of instruction to be used in connection with a matter (a “Standard Form”), an instruction received by BNYM (I) on the specified Standard Form which responds appropriately to all requirements of the specified Standard Form, or (II) in a format other than the specified Standard Form but conforming in all material respects to, and responding appropriately to all requirements of, the specified Standard Form in BNYM’s sole judgment exercised reasonably.

 

(c)            (1) Notwithstanding the right reserved by BNYM in Section 10(b) to decline to engage in conduct directed by a Fund Communication that is not a Standard Instruction (such instruction being a “Non-Standard Instruction”), if BNYM determines in its sole judgment exercised reasonably that sufficient time exists under the circumstances to evaluate fully and implement the requested conduct it will engage in a Reasoned Consideration.

 

(2)          BNYM will act in accordance with a Non-Standard Instruction solely pursuant to the terms of

 

Page 6 of 20

 

Execution Version

 

a mutually agreeable written instrument executed by the Company and BNYM with respect to the conduct constituting the Non-Standard Instruction (such written instrument is referred to herein as an “Accepted Non- Standard Instruction”). For the avoidance of doubt, such conduct is included within the conduct described in clause (b) of Section 12. Upon not less than thirty (30) days advance written notice, BNYM may for a Bona Fide Reason terminate an Accepted Non-Standard Instruction with respect to its future conduct.

 

(d)            (1)       The Company shall implement reasonable measures to ensure that Fund Communications received by BNYM are authorized, accurate and complete and shall have sole and exclusive responsibility for the authorization, accuracy and completeness of such Fund Communications. BNYM is not obligated to act, and may refrain from acting, on any Illegible Communication.

 

(2)     BNYM will as promptly as reasonable in consideration of the subject matter of the Fund Communication notify the Company in a timely manner of its discovery that a Fund Communication is an Illegible Communication; provided, however, BNYM shall have no duty to discover an Illegible Communication. BNYM may act in reliance on Fund Communications as received by it and shall have no duty to inquire into any matter regarding the Fund Communication, including without limitation the validity, authority, truthfulness, accuracy or genuineness of the Fund Communication, or to verify the identity of an individual giving the Fund Communication; provided, however, BNYM shall be obligated to verify that the name of any person executing a Written Instruction is listed as an Authorized Person. BNYM may assume and rely on the assumption that any Fund Communication is not in any way inconsistent with the provisions of the Shareholder Materials or any vote, resolution or proceeding of the Board or Shareholders. BNYM may also rely on and is authorized by the Company to act in reliance on communications from Shareholders of the Fund and from persons reasonably believed to be representatives of Shareholders of the Fund with respect to all matters reasonably related to the services provided for herein other than those BNYM determine to be not in good order or which it reasonably rejects on other grounds (“Shareholder Communications”, and together with Fund Communications (excluding Fund Communications identified to the Company as Illegible Communications), “Service Communications”). BNYM shall notify the Company of any such rejections in accordance with Written Procedures.

 

(e)            Absent conduct constituting a breach of its Standard of Care, BNYM shall not be liable to the Company for any Loss of the Company, and the Company shall indemnify and defend BNYM in accordance with Section 12 against all Loss, directly or indirectly arising from or incurred due to or in connection with:

 

(i)BNYM’s reasonable good faith interpretation of a Service Communication;
(ii)BNYM’s reasonable reliance on, or conduct it reasonably engages in pursuant to, a Service Communication;
(iii)a reasonable delay in BNYM’s implementing a course of conduct contained in an Illegible Communication;
(iv)BNYM’s failure to engage in conduct requested by a Service Communication with respect to which it has no duty to act;
(v)any error, omission, inaccuracy, inconsistency, misrepresentation, fraud, forgery or other defect in a Service Communication;
(vi)any failure to receive an item intended to be a Service Communication or the delay of its actual receipt or its receipt in a form, configuration or with contents other than as transmitted, provided that the failure is not due to negligence or willful misconduct on the part of BNYM;
(vii)any interception of or unauthorized access to or use of a Service Communication or item intended to be a Service Communication prior to receipt by BNYM (with “receipt by BNYM” to include electronic receipt at an authorized electronic address within the BNYM information system (whether or not monitored or acknowledged by BNYM personnel) as well as physical receipt by BNYM at an authorized address); or
(viii)the invalidity or lack of truthfulness, accuracy, authority or genuineness of a Service Communication.

 

Page 7 of 20

 

Execution Version

 

(f)             In addition to any other provision of this Agreement that may be applicable to a particular Instruction, BNYM may include in the writing constituting a Standard Instruction, or in a Standard Form, appropriate operational, procedural and functional terms and provisions, provisions appropriate to its agency role, and provisions appropriate in light of or imposed by applicable law or regulations, rules of the DTCC, NSCC or similar service providers or governmental, regulatory or self-regulatory authority, or Industry Standards. In addition, in the absence of provisions in this Agreement that in the sole judgment of BNYM exercised reasonably provide sufficient authority, indemnification, limitations on liability or confidentiality and privacy protections, BNYM may require third parties purportedly authorized to act on behalf of or for the benefit of the Company in connection with activities contemplated by this Agreement, or the Company, to execute a document containing such terms and conditions as BNYM may reasonably require prior to engaging in any course of conduct with such third parties.

 

(g)            If BNYM receives Fund Communications that appear on their face to have been transmitted by an authorized agent of the Company via (i) facsimile, email, or other electronic method that is not secure, or (ii) secure electronic transmission containing applicable authorization codes, passwords or authentication keys, the Company acknowledges that recipients of such Fund Communications cannot determine the identity of the actual sender and that BNYM may conclusively presume that such Fund Communications have been properly authorized provided that BNYM reasonably complies with applicable Written Procedures.

 

(h)            While reserving its right under this Section 10 to decline to act in accordance with instructions not constituting Written Instructions, BNYM may agree to act in accordance with Oral Instructions on a particular matter, and, with respect to each acceptance of Oral Instructions, the Company agrees that it will deliver to BNYM, for receipt by 5:00 PM (Eastern Time) on the same business day as the day the Oral Instructions were given, Written Instructions which confirm the course of conduct contained in the Oral Instructions. Under all circumstances and for all purposes of the Agreement: BNYM’s written memorialization of the Oral Instructions shall constitute the Written Instructions applicable to the particular matter; and the validity and authorization of such Written Instructions and of the conduct undertaken by BNYM and BNYM’s right to rely on such Written Instructions shall not be abridged, abrogated or adversely impacted in any manner or under any circumstances.

 

(i)             In the event facts, circumstances, or conditions exist or events occur, including without limitation situations contemplated by Section 10(d), and BNYM reasonably determines that it must take a course of conduct in response to such situation (including a course of action that constitutes taking no action) and must receive an Instruction from the Company to direct its conduct, and BNYM so notifies two Authorized Persons of the Company, and the Company fails to furnish Instructions (“Response Failure”), BNYM will in good faith seek to determine the appropriate course of conduct in response to the circumstances and will have all rights with respect the conduct taken in good faith in such circumstances (including a course of action that constitutes taking no action) that it would have if the conduct were specified in Written Instructions. The foregoing shall not be interpreted to limit the liability of BNYM, if any, for facts, circumstances or conditions that cause this Section 10(i) to become operative.

 

(j)             Any form furnished by the Company to third parties for use in connection with the activities or services of BNYM contemplated by this Agreement that does not constitute a Standard Form or a form that is substantially equivalent in all material respects to a Standard Form (“Non-Standard Form”) shall constitute a Non-Standard Instruction subject to all terms of this Section 10 applicable to Non-Standard Instructions . BNYM may without liability hereunder decline to accept or act upon a Non-Standard Form and the Company indemnifies and releases BNYM for and from all Loss incurred in connection with reasonable conduct BNYM engages in in connection with the Non-Standard Form, including accepting or declining to accept or acting or declining to act upon a Non-Standard Form.

 

Page 8 of 20

 

Execution Version

 

(k)The following capitalized terms in quotation marks shall have the indicated meaning:

 

(1)            Bona Fide Reason” means a bona fide legal, commercial or business reason including by way of example and not limitation the following:

 

(i)the course of conduct is not consistent or compliant with, is in conflict with, or requires a deviation from an Industry Standard or a Written Procedure;

 

(ii)the course of conduct is not reasonably necessary or appropriate to or consistent with the services contemplated by this Agreement or constitutes a change to a service;

 

(iii)the course of conduct is in conflict or inconsistent with or violates a law, rule, regulation, or order or legal process of any nature;

 

(iv)the course of conduct is in conflict or inconsistent with or will violate a provision of this Agreement or constitutes a unilateral amendment of the Agreement;

 

(v)the course of conduct imposes on BNYM a risk, cost, liability or obligation not contemplated by this Agreement with potentially adverse consequences to BNYM incurred from sources external to BNYM, including without limitation, for illustration and not limitation: sanction, criticism, fines, penalties, examination comments or special examination of a governmental, regulatory or self- regulatory authority; civil, criminal or regulatory action; a loss or downgrading of membership, participation or access rights or privileges in or to organizations providing common services to the financial services industry; or significant reputational harm.

 

(vi)the course of conduct imposes on BNYM a risk, cost, liability or obligation not contemplated by this Agreement related to internal matters, such as, without limitation: imposes costs and expenses on BNYM that are not adequately recovered by payments the Company indicates it is willing to pay and BNYM reasonably anticipates disputes over invoices; contemplates higher or additional performance standards; adds gain/loss, operational, strategic, compliance or credit risk; requires performance of a course of conduct customarily performed pursuant to a separate service or fee agreement; requires more than an incidental increase in the resources required to provide services to the Company; or is reasonably likely to result in a diversion of resources or disruption in established work flows, course of operations or functioning of controls;

 

(vii)the course of conduct requires technology, personnel with technological expertise, a technology service or product or another resource that is not available on a commercially reasonable basis or constitutes a service or function that is not closely related to services commonly performed by organizations acting as transfer agents, registrars, dividend disbursing agents and shareholder servicing agents to SEC-registered open-end investment companies; or

 

(viii)BNYM lacks sufficient information, analysis or legal advice to determine that the conditions in clauses (iii) or (v) do not exist and the Company and BNYM fail to reach agreement on a reasonable method of paying any expense of obtaining such information.

 

(2)            Fund Communication” means any Instruction, direction, inquiry, notice, instrument, data, file or other information or communication of whatsoever nature BNYM receives, or reasonably believes it received, from the Company or a Fund through in-person interaction or a communications media of any nature, including without limitation communications media currently existing, such as telephone, facsimile transmission, telegraph, telegram, US Postal Service, personal delivery, private courier, commercial courier, electronic mail (email), private messaging systems, virtual private networks, or messaging systems

 

Page 9 of 20

 

Execution Version

 

constituting part of an industry utility (such as the NSCC) service, and communications media that may be developed in the future.

 

(3)Illegible Communication” means a Fund Communication that BNYM in good faith determines:

 

(i)is vague, ambiguous or incomplete;
(ii)contains one or more errors that are not reconcilable or rectifiable on the face of the communication;
(iii)was received too late to be acted upon in accordance with its terms;
(iv)is incapable of being implemented due to a failure to meet applicable specifications or system requirements;
(v)is in conflict with a previous or contemporaneous Fund Communication; or
(vi)is incapable of being executed pursuant to the applicable Written Procedure or performance standard due to directions that are incompatible with the Written Procedure or performance standard or other communication defect.

 

(4)Research” means:

 

(i)Internal Research”, which means consultation with and the written opinions, analysis, research or other work product of (i) individuals employed by or under contract with BNYM who are not Dedicated Personnel, and (ii) individuals who are Dedicated Personnel but the consultation or opinions, analysis, research or other work product is not incidental to the services performed by such individual for the Fund; and

 

(ii)External Research” means consultation with and the written opinions, analysis, research or other work product of third party technical specialists, legal counsel or other advisors, consultants or professionals.

 

(5)Reasoned Consideration” means the following:

 

(i)BNYM will in good faith consider implementing a Non-Standard Instruction if the Company requests such in writing (including via e-mail) to its Customer Service Officer and provides all written materials, including descriptions, specifications, business requirements and responses to questions of BNYM, that in the sole judgment of BNYM exercised reasonably are appropriate to fully evaluate the request.

 

(ii)BNYM will attempt to evaluate the request with existing resources on the basis of the written materials but if at any time it determines in its sole judgment exercised reasonably that Research is required to fully evaluate the request or the development, implementation or performance of the Non- Standard Instruction BNYM will notify the Fund of the Research required by BNYM and resume the evaluation only if the Fund obtains and provides all Research required by BNYM or if the Fund authorizes BNYM in a writing reasonably satisfactory to BNYM to obtain the required Research at the Fund’s cost and expense.

 

(iii)BNYM may at any time after such a request is made, and before or after the written materials and, if applicable, the Research are partially or fully furnished, decline without liability or further obligation to implement a Non-Standard Instruction (i) for a Bona Fide Reason, (ii) if it determines in its sole judgment exercised reasonably based on the course of discussions that it and the Company will be unable to agree in writing to mutually satisfactory terms and conditions governing the Non-Standard Instruction, including without limitation appropriate procedures, indemnification and payment terms, or (iii) solely with respect to a Non-Standard Instruction, insufficient time remains at that point in time to fully evaluate and implement the requested alternative to the applicable Standard Instruction.

 

Page 10 of 20

 

Execution Version

 

SCHEDULE B

 

(Dated: September 1, 2022)

 

THIS SCHEDULE B is Schedule B to that certain Sub-Transfer Agency And Shareholder Services Agreement, dated as of April 15, 2011, as amended, by and among BNY Mellon Investment Servicing (US) Inc., Virtus Fund Services, LLC (under the name of its predecessor in interest, VP Distributors, Inc.) and the Funds, as further set forth below.

 

Funds

 

Investment Company Share Class
A C I R6
       
The Merger Fund x   x  

 

Investment Company:                                                  Virtus Alternative Solutions Trust
Portfolios: Share Class
  A C I R6
Virtus Aviva Multi-Strategy Target Return Fund (1) x x x x
Virtus Duff & Phelps Select MLP and Energy Fund x x x  
Virtus KAR Long/Short Equity Fund x x x x

 

Investment Company:                                                               Virtus Asset Trust
Portfolios: Share Class
  A C I R R6
Virtus Ceredex Large-Cap Value Equity Fund x x x   x
Virtus Ceredex Mid-Cap Value Equity Fund x x x   x
Virtus Ceredex Small-Cap Value Equity Fund x x x   x
Virtus Seix Core Bond Fund x   x   x
Virtus Seix Corporate Bond Fund x x x    
Virtus Seix Floating Rate High Income Fund x x x   x
Virtus Seix High Grade Municipal Bond Fund x   x    
Virtus Seix High Income Fund x   x   x
Virtus Seix High Yield Fund x   x   x
Virtus Seix Investment Grade Tax-Exempt Bond Fund x   x    
Virtus Seix Short-Term Bond Fund x x x    
Virtus Seix Short-Term Municipal Bond Fund x   x    
Virtus Seix Total Return Bond Fund x   x   x
Virtus Seix U.S. Government Securities Ultra-Short Bond Fund x   x   x
Virtus Seix U.S. Mortgage Fund x x x    
Virtus Seix Ultra-Short Bond Fund x   x    
Virtus Silvant Large-Cap Growth Stock Fund x   x   x
Virtus Silvant Small-Cap Growth Stock Fund x   x    
Virtus SGA International Growth Fund x   x   x
Virtus Zevenbergen Innovative Growth Stock Fund x   x    

 

Page 11 of 20

 

Execution Version

 

Investment Company:                                         Virtus Event Opportunities Trust
Portfolios: Share Class
  A C I R6
Virtus Westchester Event-Driven Fund x   x  
Virtus Westchester Credit Event Fund x   x  

 

Investment Company:                                                      Virtus Equity Trust
Portfolios:   Share Class
  A C I R R6
Virtus KAR Capital Growth Fund x x x   x
Virtus KAR Equity Income Fund x x x   x
Virtus KAR Global Quality Dividend Fund x x x   x
Virtus KAR Mid-Cap Core Fund x x x   x
Virtus KAR Mid-Cap Growth Fund x x x   x
Virtus KAR Small-Cap Core Fund x x x   x
Virtus KAR Small-Cap Growth Fund x x x   x
Virtus KAR Small-Cap Value Fund x x x   x
Virtus KAR Small-Mid Cap Core Fund x x x   x
Virtus KAR Small Mid-Cap Growth Fund x x x   x
Virtus KAR Small-Mid Cap Value Fund x x x   x
Virtus SGA Emerging Markets Growth Fund x x x   x
Virtus SGA Global Growth Fund x x x   x
Virtus SGA New Leaders Growth Fund x x x   x
Virtus Tactical Allocation Fund x x x    

 

Investment Company:                                                      Virtus Investment Trust
Portfolios: Share Class
  A Admin* C I R R6 P

Virtus Emerging Markets Opportunities Fund

(name changed from Virtus AllianzGI Emerging Markets Opportunities Fund on 6/J0/2022)

x   x x   x x

Virtus Income & Growth Fund

(name changed from Virtus AllianzGI Income & Growth Fund on 6/J0/2022)

x   x x     x

Virtus KAR Global Small-Cap Fund

(name changed from Virtus AllianzGI Global Small-Cap Fund on 6/J0/2022 and from Virtus Global Small-Cap Fund on 7/25/2022 )

x   x x     x

Virtus KAR Health Sciences Fund

(name changed from Virtus AllianzGI Health Sciences Fund on 6/J0/2022 and from Virtus Health Sciences Fund on 7/25/2022)

x   x x     x
Virtus NFJ Dividend Value Fund x x x x   x x
Virtus NFJ International Value Fund x x x x   x x
Virtus NFJ Large-Cap Value Fund x x x x     x
Virtus NFJ Mid-Cap Value Fund x x x x   x x
Virtus NFJ Small-Cap Value Fund x x x x   x x

Virtus Silvant Focused Growth Fund

(name changed from Virtus AllianzGI Focused Growth Fund on 6/J0/2022 and from Virtus Focused Growth Fund on 7/25/2022 )

x x x x   x x

 

Page 12 of 20

 

Execution Version

 

Virtus Silvant Mid-Cap Growth Fund

(name changed from Virtus AllianzGI Mid-Cap Growth Fund on 6/J0/2022 and from Virtus Mid-Cap Growth Fund on 7/25/2022)

x x x x     x

Virtus Small-Cap Fund

(name changed from Virtus AllianzGI Small-Cap Fund on 6/J0/2022)

x   x x     x

Virtus Zevenbergen Technology Fund

(name changed from Virtus AllianzGI Technology Fund on 6/J0/2022 and from Virtus Technology Fund on 7/25/2022)

x x x x     x

* Administrative

 

Investment Company:                                                         Virtus Opportunities Trust
Portfolios: Share Class
  A C C1 I R R6
Virtus Duff & Phelps Global Infrastructure Fund x x   x   x
Virtus Duff & Phelps Global Real Estate Securities Fund x x   x   x
Virtus Duff & Phelps International Real Estate Securities Fund x x   x    
Virtus Duff & Phelps Real Asset Fund x x   x    
Virtus Duff & Phelps Real Estate Securities Fund x x   x   x
Virtus FORT Trend Fund x x   x   x
Virtus KAR Developing Markets Fund x x   x   x
Virtus KAR Emerging Markets Small-Cap Fund x x   x   x
Virtus KAR International Small-Cap Fund (2) x x   x   x
Virtus KAR International Small-Mid Cap Fund x x   x   x
Virtus Newfleet Core Plus Bond Fund x x   x   x
Virtus Newfleet High Yield Fund x x   x   x
Virtus Newfleet Low Duration Core Plus Bond x x   x   x
Virtus Newfleet Multi-Sector Intermediate Bond Fund x x   x   x
Virtus Newfleet Multi-Sector Short Term Bond Fund x x x x   x
Virtus Newfleet Senior Floating Rate Fund x x   x   x
Virtus Newfleet Tax-Exempt Bond Fund x x   x    
Virtus Stone Harbor Emerging Markets Corporate Debt Fund x     x    
Virtus Stone Harbor Emerging Markets Debt Allocation Fund x     x    
Virtus Stone Harbor Emerging Markets Debt Fund x     x    
Virtus Stone Harbor High Yield Bond Fund x     x    
Virtus Stone Harbor Local Markets Fund x     x    
Virtus Stone Harbor Strategic Income Fund x     x    
Virtus Vontobel Emerging Markets Opportunities Fund x x   x   x
Virtus Vontobel Foreign Opportunities Fund x x   x   x
Virtus Vontobel Global Opportunities Fund x x   x   x
Virtus Vontobel Greater European Opportunities Fund x x   x    

 

Investment Company Share Class
Virtus Retirement Trust (None)

 

Page 13 of 20

 

Execution Version

 

Investment Company:                                                                Virtus Strategy Trust
Portfolios: Share Class
  A Admin* C I P R6
Virtus AllianzGI Core Plus Bond Fund (3)       x x x
Virtus AllianzGI Emerging Markets Consumer Fund (4) x     x    
Virtus AllianzGI Global Dynamic Allocation Fund (3) x x x x x x
Virtus AllianzGI Preferred Securities and Income Fund (3)       x x x

Virtus Convertible Fund

(named changed from Virtus AllianzGI Convertible Fund on 6/J0/2022)

x x x x x  

Virtus Duff & Phelps Water Fund

(name changed from Virtus AllianzGI Water Fund on 6/J0/2022 and from Virtus Water Fund on 7/25/2022)

x   x x x  

Virtus Global Allocation Fund

(name changed from Virtus AllianzGI Global Allocation Fund on 6/J0/2022)

x x x x x x

Virtus International Small-Cap Fund

(name changed from Virtus AllianzGI International Small-Cap Fund on 6/J0/2022)

x   x x x x

Virtus Newfleet Short Duration High Income Fund

(name changed from Virtus AllianzGI Short Duration High Income Fund on 6/J0/2022 and from Virtus Short Duration High Income Fund on 7/25/2022)

x   x x x x
Virtus NFJ Emerging Markets Value Fund x   x x x x

Virtus NFJ Global Sustainability Fund

(name changed from Virtus AllianzGI Global Sustainability Fund on 6/J0/2022 and from Virtus AllianzGI Global Sustainability Fund on 7/25/2022 )

x     x x  

Virtus Seix High Yield Bond Fund

(name changed from Virtus AllianzGI High Yield Bond Fund on 6/J0/2022 and from Virtus High Yield Bond Fund on 7/25/2022)

x x x x x  
*Administrative
 
(1)Liquidated February 26, 2021. This Fund will not appear on future versions of Schedule B.
(2)After changing its name to Virtus KAR International Small-Mid Cap Fund II on September 24, 2021 this Fund merged into the Virtus KAR International Small-Mid Cap Fund on October 22, 2021. This Fund will not appear on future versions of Schedule B.
(3)Liquidated July 25, 2022. This Fund will not appear on future versions of Schedule B.
(4)Liquidated December 7, 2021. This Fund will not appear on future versions of Schedule B.

 

Page 14 of 20

 

Execution Version

 

Schedule I

 

Dated: September 1, 2022

 

The Bank of New York Mellon

240 Greenwich Street

New York, New York 10286

 

Re:Letter Agreement Relating to the Demand Deposit Accounts Established by BNY Mellon Investment Servicing (US) Inc. at The Bank of New York Mellon for the Benefit of the Funds (“Letter Agreement”)

 

Dear Sirs:

 

This Schedule I constitutes Schedule I to the “Sub-TA Agreement”, which is hereby defined to mean the Sub-Transfer Agency And Shareholder Services Agreement, dated as of April 15, 2011, by and among BNY Mellon Investment Servicing (US) Inc. (“BNYM”), Virtus Fund Services, LLC and the “Funds”, which is herby defined to mean the Investment Companies listed on the signature page to this Schedule I and each of their series, each in their individual and separate capacity. Capitalized terms not defined in this Schedule I shall have the meaning ascribed to them in the Sub-TA Agreement.

 

Each Fund is party to a Custody Agreement, dated March 21, 2014, originally between The Bank of New York Mellon (the “Bank”) and Virtus Alternative Solutions Trust, but amended through the date hereof to include all the Funds. Such agreement as it currently constituted and as it may be amended in the future is referred to in this Letter Agreement as the “Custody Agreement”.

 

The Sub-TA Agreement provides, among other things, for BNYM to provide cash administration services to the Funds, utilizing one or more demand deposit accounts or other accounts established at the Bank in the name of BNYM for the benefit of the Company or the Funds (the “DDA”). In particular, BNYM will utilize the DDAs (i) to accept payments for the purchase of Fund share and forward such payments once funds have been collected to the Bank for deposit into the custody account of the Fund established with the Bank pursuant to the Custody Agreement (“Custody Account”); and (ii) in connection with redemptions of Fund shares by Fund shareholders and with cash distributions effected by the Fund, such as dividend payments and capital gains distributions, to accept monies from the Bank drawn from the Custody Account and to remit such amounts to appropriate parties.

 

In connection with BNYM’s performance of the services provided for in the Sub-TA Agreement, and in particular the cash administration services described above, BNYM may be notified of a Fund payment obligation that BNYM as agent is expected to satisfy, such as a same-day settlement obligation with the NSCC, by forwarding payment to the NSCC or other obligee but the amount required to satisfy the particular payment obligation of the Fund may exceed the amount of funds then available for transfer in the relevant DDAs (such excess amount if transferred by BNYM being hereinafter referred to as an “Overdraft Amount”).

 

The need to transfer an Overdraft Amount may occur due to any one or more of the transfer needs of the Fund that arise in the ordinary course of the Fund’s business, such as, by way of illustration, and not limitation: transfers needed in order to satisfy the Fund’s same day settlement obligations with the NSCC; and purchase payments being forwarded to the Custody Account one day after receipt while the check representing the payment takes more than one day to clear.

 

Each Fund in its individual and separate capacity acknowledges, consents and agrees with the statements made above and as follows:

 

Page 15 of 20

 

Execution Version

 

Overdraft Amounts shall constitute overdrafts pursuant to Section 5.3 of the Custody Agreement and shall be deemed to be a loan made by the Bank to the Fund.

 

The Fund agrees that the Bank shall at no time be under any obligation whatsoever to extend credit in connection with the agency activities conducted by BNYM on behalf of the Fund pursuant to the Sub-TA Agreement and in particular the cash administration activities described herein, including without limitation an extension of credit constituting an Overdraft Amount, even if it has done so as part of a regular pattern of conduct, and that the Bank may at any time in its sole discretion and without notice decline to continue or re-extend any such credit.

 

Notwithstanding the absence of an obligation to do so, the Bank may in its sole discretion elect to transfer on behalf of the Fund an amount of funds that constitutes an Overdraft Amount and that by electing to transfer funds constituting an Overdraft Amount the Bank does not, even if it has transferred funds constituting Overdraft Amounts as part of a regular pattern of conduct in the past waive any rights under this Letter Agreement or assume the obligation it has expressly disclaimed in the immediately preceding paragraph and the Bank may at any time in its sole discretion and without notice decline to continue to make such transfers.

 

The Fund is at all times obligated to pay to the Bank an amount of money equal to the Overdraft Amounts and such amounts are payable, and shall be paid, together with such accrued interest as may be charged by the Bank in accordance with the Custody Agreement, by the Fund immediately upon demand by the Bank, except that to the extent the Company repays outstanding Overdraft Amounts and any accrued interest to BNYM or the Bank pursuant to Section 9(b)(ii)(D) of the Sub-TA Agreement, the Fund’s obligation to repay that amount to the Bank pursuant to this Letter Agreement shall be deemed satisfied.

 

In order to secure repayment of Overdraft Amounts, the Fund hereby pledges and grants to the Bank and agrees that the Bank shall to the maximum extent permitted by law have a continuing first lien and security interest in, security entitlement in and to and right of setoff against all rights, titles, interests, funds, assets, Accounts and Securities (as each is defined in the Custody Agreement), cash and property described in clauses (a) and (b) of Section 5.4 of the Custody Agreement with respect to the Fund to the extent of any Overdraft Amount relating to the Fund (prior to any rights of any other entity except as granted by statute, law, rule or regulation). The Bank shall be entitled to exercise all rights, and be subject to all obligations, set forth in Sections 5.4 and 5.5 of the Custody Agreement with respect to Overdraft Amounts.

 

This Letter Agreement has been duly authorized, executed and delivered by the Fund, constitutes its valid and legally binding obligation, enforceable in accordance with its terms, and no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits its execution or performance of this agreement.

 

This Letter Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The parties consent to the exclusive jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The parties hereby waive any right to trial by jury they may have in any action or proceeding involving, directly or indirectly, any matter in any way arising out of, related to, or connected with, this Letter Agreement.

 

Funds added to both the Sub-TA Agreement and the Custody Agreement shall without further action by any party be deemed a signatory to and bound by this Letter Agreement.

 

This Letter Agreement may be executed in one or more counterparts and such execution may occur by manual signature on a copy of the Letter Agreement physically delivered, on a copy of the Letter Agreement transmitted by facsimile transmission or on a copy of the Letter Agreement transmitted as an imaged document

 

Page 16 of 20

 

Execution Version

 

attached to an email, or by “Electronic Signature”, which is hereby defined to mean inserting an image, representation or symbol of a signature into an electronic copy of the Letter Agreement by electronic, digital or other technological methods. Each counterpart executed in accordance with the foregoing shall be deemed an original, with all such counterparts together constituting one and the same instrument. The exchange of executed counterparts of this Letter Agreement or of executed signature pages to counterparts of this Letter Agreement, in either case by facsimile transmission or as an imaged document attached to an email transmission, shall constitute effective execution and delivery of this Letter Agreement and may be used for all purposes in lieu of a manually executed and physically delivered copy of this Letter Agreement.

 

IN WITNESS WHEREOF, each of the parties hereto has caused this Letter Agreement to be executed as of the Effective Date by its duly authorized representative designated below. An authorized representative, if executing this Letter Agreement by Electronic Signature, affirms authorization to execute this Letter Agreement by Electronic Signature and that the Electronic Signature represents an intent to enter into this Letter Agreement and an agreement with its terms.

 

Sincerely,

 

The Merger Fund

Virtus Alternative Solutions Trust

Virtus Asset Trust

Virtus Event Opportunities Trust

Virtus Equity Trust

Virtus Retirement Trust

Virtus Opportunities Trust

Virtus Investment Trust

Virtus Strategy Trust

ACKNOWLEDGED AND AGREED:

 

The Bank Of New York Mellon

 

By:     

                  Authorized Signer

 

Name:          Barbara Wentzel

 

On behalf of itself and, to the extent it has series listed on Schedule B to the Sub-TA Agreement, on behalf of each such series, each such Fund in its individual and separate capacity

 

By:    
     
Name: Heidi Griswold  
     
Title: VP, Mutual Fund Services  

 

Page 17 of 20

 

Execution Version

 

Schedule J

Authorized Persons

 

Exception Processing Signatory Requirements for Company and the Funds

 

The Company and the Funds have identified the required signatories that will be required in order for BNYM to act upon instructions as outlined in the below exception processing grid:

 

Exception Scenario Signatory Required Signatory Level

Financial Items (financial items with a specific dollar threshold for liquidation or exchange)

Yes A, B, C, D
Release of Uncollected Shares Yes A, B, C, D

Removal/ Placement of a fund level stop code

Yes A, E
Same day wire for non-Money Market accounts only Yes A,B,C
The use of photocopies or faxed legal documents when a raised seal or medallion guarantee is normally required Yes A,B,C
Omitting required legal documents; including but not limited to: medallion signature guarantee, certified copies of trusts, marriage, birth, or death certificates, appointment of executor of estate, powers of attorney, guardianship Yes A, B,C
Acting upon faxed trades or letter of indemnity via ‘InFax’ to Image if it is outside of normal processing procedures Yes A, B, C, D
After 4 pm Trades See As/ Of Trading Agreement See As/ Of Trading Agreement

 

BNYM will accept Company authorization for the above scenarios via the following methods:

 

üLetter of instruction/ facsimile signed by Authorized Person
   
üEmail from an Authorized Person with specific instruction
   
üImage, CRM or AHD annotation with specific instruction from Authorized Persons

 

Schedule J (page 1)

 

Page 18 of 20

 

Execution Version

 

Title Transaction Amount Authorized Signatory Level
Technical Service Managers Fund Level Processing Only ‘E’ Signatory
Service Associate $0.01 - $5,000.00 ‘D’ Signatory
Service Specialists/ Leads $5,000.01 - $100,000.00 ‘C’ Signatory
Managers $100,000.01 - $1,500,000.00 ‘B’ Signatory
Officers $1,500,000.00 + ‘A’ Signatory

 

The Authorized Persons list will be refreshed on an ‘as-needed’ basis as staffing changes warrant. Change and refreshes will be forward by the Company to the BNYM client officer who will distribute to all impacted operating areas

 

Each of the following individuals is an Authorized Person of the Company, as those terms are defined and used in the Sub-Transfer Agency And Shareholder Services Agreement, dated as of April 15, 2011, by and among BNY Mellon Investment Servicing (US) Inc., Virtus Fund Services, LLC and the Investment Companies listed on the signature page to this Schedule J (“Sub-TA Agreement”).

 

‘A’ Signatories - Officers
Name:
Name:
Name:
Name:
 
‘B’ Signatories - Managers
Name:
Name:
Name:
Name:
 
‘C’ Signatories - Service Specialists/ Leads
Name:
Name:
Name:
Name:
 
‘D’ Signatories - Service Associates
Name:
Name:
Name:
Name:
 
‘E’ Signatories - Fund Level Only
Name:
Name:
Name:
Name:

 

Schedule J (page 2)

 

Page 19 of 20

 

Execution Version

 

Terms not specifically defined in this Schedule J shall have the meaning ascribed elsewhere in the Agreement.

 

BNYM may at all times rely on the most recently dated Schedule J. For clarification: this means that BNYM will at all times and under all circumstances rely on and use a properly completed Schedule J until it is replaced by a properly completed Schedule G bearing a later date. A Schedule J will take effect on the date signed by BNYM.

 

For clarification: BNYM is not obligated to verify signatures nor issue nor require any security IDs, passwords or other security codes in connection with its interaction with Authorized Persons in such capacity.

 

BNY Mellon Investment Servicing (US) Inc.

 

By:     

 

Name:          Barbara Wentzel

 

Title:             Director

 

Date:            09/21/2022

The Merger Fund

Virtus Alternative Solutions Trust

Virtus Asset Trust

Virtus Event Opportunities Trust

Virtus Equity Trust

Virtus Retirement Trust

Virtus Opportunities Trust

Virtus Investment Trust

Virtus Strategy Trust

 

Virtus Fund Services, LLC On behalf of itself and, to the extent it has series listed on Schedule B to the Sub-TA Agreement, on behalf of each such series, each such Fund in its individual and separate capacity
   
By:    By:   
           
Name:   Heidi Griswold   Name:   Heidi Griswold  
           
Title: VP, Mutual Fund Services   Title: VP, Mutual Fund Services  
           
Date: 09/09/2022   Date: 09/09/2022  

 

Schedule J (Page 3)

 

Page 20 of 20

 
EX-99.(H)(13) 7 c104558_ex-h13.htm

 Exhibit h.13

 

FORM OF INDEMNIFICATION AGREEMENT

 

This Indemnification Agreement (this “Agreement”) is effective as of July 1, 2022, by and between (i) each trust whose name is set forth on the signature page (each such trust hereafter referred to as the “Trust”), acting on behalf of itself and each of its portfolio series, whether existing on the date hereof (as listed on Appendix A hereto) or subsequently established (the “Series”) and (ii) the trustee of the Trust whose name is set forth on the signature page (the “Trustee”).

 

WHEREAS, the Trustee is a trustee of the Trust, and the Trust wishes the Trustee to continue to serve in that capacity;

 

WHEREAS, the declaration of trust of the Trust (the “Declaration of Trust”) provides that the business of the Trust shall be managed by a board of trustees and they shall have all powers necessary to carry out that responsibility, does not limit any rights to indemnification that the Trustee may be entitled to by contract or otherwise under law and the trustees have duly authorized this Agreement; and

 

WHEREAS, to induce the Trustee to continue to provide services to the Trust as a trustee of the Trust and to provide the Trustee with contractual assurance that indemnification will be available to the Trustee, the Trust desires to provide the Trustee with protection against personal liability and delineate certain procedural aspects relating to indemnification and advancement of expenses, as more fully set forth herein,

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements set forth herein, the parties hereby agree as set forth below.

 

1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:

 

(a) “Disabling Conduct” shall mean the Trustee’s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office.

 

(b) “Expenses” shall include without limitation all judgments, penalties, fines, amounts paid in settlement or compromise, prohibited transaction excise taxes, liabilities, losses, interest, expenses of investigation, attorneys’ fees, accountants’ fees, retainers, court costs, transcript costs, fees of experts and witnesses, expenses of preparing for and attending depositions and other proceedings, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other costs, disbursements or expenses of the type customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating or acting as a witness in a Proceeding.

 

(c) “Final Adjudication” shall mean a final decision on the merits by court order or judgment of the court or other body before which a matter was brought, from which no further right of appeal or review exists.

 

(d) “Non-Party Trustee” shall mean a trustee of the Trust who is not (i) an “interested person” of the Trust as defined in Section 2(a)(19) of the Investment Company Act of

 

1940, as amended, (ii) a party to the Proceeding with respect to which indemnification or advances are sought or (iii) a party to any other Proceeding based on the same or similar grounds that is then or has been pending.

 

(e) The term “Proceeding” shall include without limitation any threatened, pending or completed claim, demand, discovery request, request for testimony or information, action, suit, arbitration, alternative dispute mechanism, investigation, hearing or other proceeding, including any appeal from any of the foregoing, whether civil, criminal, administrative, legislative or investigative and, except as otherwise provided herein, shall also include any proceeding brought by or in the right of the Trust or any Series and any proceeding brought by the Trustee or any other trustee (other than a Non-Party Trustee) against the Trust or any Series.

 

(f) The Trustee’s “service to the relevant Series” shall include without limitation the Trustee’s service as a trustee or advisory trustee of the Trust and his or her service at the request of the Trust or the Series as a trustee, director, officer, employee, agent or representative of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

 

(g) “Special Counsel” shall mean a law firm, or a member of a law firm, that is experienced in matters of investment company law and neither at the time of designation is, nor in the five years immediately preceding such designation was, retained to represent (i) the Trust or the Trustee (except that a majority of the Non-Party Trustees may determine, in their sole discretion, that any current or prior representation of the Trust or Trustee shall not disqualify such law firm or a member of a law firm from representation if the prior representation is not related to the issue in dispute) or (ii) any other party to the Proceeding (or any party reasonably expected to become a party to the Proceeding) giving rise to a claim for indemnification or advancements hereunder. Notwithstanding the foregoing, however, the term “Special Counsel” shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Trust or the Trustee in an action to determine the Trustee’s rights pursuant to this Agreement, regardless of when the Trustee’s act or failure to act occurred.

 

2. Indemnification. The Trust on behalf of each Series severally shall indemnify and hold harmless the Trustee against any and all Expenses actually incurred or paid by the Trustee in any Proceeding in connection with the Trustee’s service to the relevant Series, subject to the provisions of the following sentence and the provisions of Section 3 and paragraph (h) of Section 6 of this Agreement, provided that in any Proceeding initiated by the Trustee, other than one instituted pursuant to Section 6(d) or 6(f), the initiation of the Proceeding by the Trustee was approved in advance by a majority of the Non-Party Trustees. The Trustee shall be indemnified pursuant to this Section 2 against any and all Expenses unless (i) the Trustee is subject to such Expenses by reason of the Trustee’s not having acted in good faith in the reasonable belief that his or her action was in or not opposed to the best interests of the Series, (ii) the Trustee is liable to the Series or its shareholders by reason of the Trustee’s Disabling Conduct or (iii) in the case of a criminal proceeding, the Trustee had reasonable cause to believe that his or her conduct was unlawful, and with respect to each of (i), (ii) and (iii), there has been a Final Adjudication in the relevant Proceeding that the Trustee’s conduct fell within (i), (ii) or (iii).

-2-

3. Advancement of Expenses. Expenses, including accountants’ and counsel fees incurred by the Trustee (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), shall be paid from time to time by the Trust on behalf of a Series in advance of Final Adjudication of a Proceeding in connection with the Trustee’s service to a Series, upon receipt by the Trust of (a) the Trustee’s written affirmation of his or her good faith belief that he or she is entitled to indemnification under this Agreement and his or her written undertaking to repay any funds advanced if it is ultimately determined that he or she is not entitled to indemnification under this Agreement, which undertaking must be an unlimited general obligation of the Trustee but need not be secured and may be accepted by the Trust without reference to the financial ability of the Trustee to make repayment or (b) a written confirmation in reasonably acceptable form that the Trust is insured against losses arising by reason of any lawful advancements and that the insurer will pay the Expenses of the Trustee in a reasonably prompt manner. Authorizations under this Section 3 shall be made in writing by a majority of the Non-Party Trustees (provided that a majority of such Non-Party Trustees then in office act on the matter), or Special Counsel stating that the Trustee has complied with the requirements of this Section 3.

 

4. Presumptions. For purposes of the determination or opinion referred to in Section 3 or clauses (y)(i) or (y)(ii) of subsection (h) of Section 6 of this Agreement, the Non-Party Trustees or Special Counsel, as the case may be, shall be entitled to rely upon a rebuttable presumption that the Trustee has not engaged in Disabling Conduct.

 

5. Witness Expenses. To the extent the Trustee is, by reason of the Trustee’s service to the relevant Series, a witness for any reason in any Proceeding to which such Trustee is not a party, such Trustee shall be indemnified against any and all Expenses actually incurred by or on behalf of such Trustee in connection therewith.

 

6. Procedure for Determination of Entitlement to Indemnification and Advancements. A request by the Trustee for indemnification or advancement of Expenses shall be made in writing and shall be accompanied by such relevant documentation and information as is reasonably available to the Trustee. The Secretary of the Trust shall promptly advise the trustees of the Trust of such request.

 

(a) Methods of Determination. Upon the Trustee’s request for indemnification of Expenses, a determination with respect to the Trustee’s entitlement thereto shall be made in a manner consistent with the terms of this Agreement and the Declaration of Trust. The Trustee shall cooperate with the person or persons making such determination, including without limitation providing to such person or persons upon reasonable advance request any documentation or information that is not privileged or otherwise protected from disclosure and is reasonably available to the Trustee and reasonably necessary to such determination. Any failure by the Trustee to cooperate with the person or persons making such determination shall extend as necessary and appropriate the period or periods described in paragraph (c) of this Section 6 regarding determinations deemed to have been made. Any Expenses incurred by the Trustee in so cooperating shall be borne by the Series, irrespective of the determination as to the Trustee’s entitlement to indemnification or advancement of Expenses.

-3-

(b) Special Counsel. If the determination of entitlement to indemnification or advancement of Expenses is to be made by Special Counsel, the Special Counsel shall be selected by a majority of the Non-Party Trustees of the Trust (or, if there are no Non-Party Trustees with respect to the matter in question, by a majority of the trustees of the Trust who are not “interested persons” of the Trust, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Independent Trustees”)), and the Trust shall give written notice to the Trustee advising the Trustee of the identity of the Special Counsel selected. The Trustee may, within five (5) days after receipt of such written notice, deliver to the Trust a written objection to such selection. Such objection may be asserted only on the ground that the Special Counsel so selected does not meet the requirements set forth in Section 1 and shall set forth with particularity the factual basis of such assertion. The Non-Party Trustees (or Independent Trustees, as the case may be) of the Trust shall determine the merits of the objection and, in their discretion, either determine that the proposed Special Counsel shall, despite the objection, act as such hereunder or select another Special Counsel who shall act as such hereunder.

 

If within fourteen (14) days after submission by the Trustee of a written request for indemnification or advancement of Expenses no such Special Counsel shall have been finally selected as provided in the previous paragraph, then either the Trust or the Trustee may petition an appropriate court of the State of Delaware or any other court of competent jurisdiction for the appointment as Special Counsel of a person selected by the court or by such other person as the court shall designate, and the person so appointed shall act as Special Counsel.

 

The relevant Series shall pay all reasonable fees and Expenses charged or incurred by Special Counsel in connection with his, her or its determinations pursuant to this Agreement and shall pay all reasonable fees and Expenses incident to the procedures described in this paragraph, regardless of the manner in which such Special Counsel was selected or appointed.

 

(c) Failure to Make Timely Determination. Subject to paragraph (a) of this Section 6, if the person or persons empowered or selected to determine whether the Trustee is entitled to indemnification or advancement of Expenses (other than determinations that are made or to be made by a court) shall not have made such determination within thirty (30) days after receipt by the Trust of the request therefor, the requisite determination of entitlement to indemnification or advancement of Expenses shall be deemed to have been made, and the Trustee shall be entitled to such indemnification or advancement, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make the Trustee’s statement not materially misleading, in connection with the request for indemnification or advancement of Expenses, (ii) a prohibition of such indemnification or advancements under applicable law or the Declaration of Trust or the Trust’s by-laws, (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied, or (iv) a subsequent Final Adjudication or, in a matter disposed of without a Final Adjudication, determination pursuant to subsection (h) of Section 6, that the Trustee is not entitled to indemnification under this Agreement; provided, however, that such period may be extended for a reasonable period of time, not to exceed an additional thirty (30) days, if the person or persons making the determination in good faith require such additional time to obtain or evaluate documentation or information relating thereto. Any assertion under clauses (i), (ii), or (iii) of this Section 6(c) shall be made in writing, specify the basis for the assertion, and be delivered to the Trustee within thirty (30) days after receipt by the Trust of the request for

-4-

indemnification or advancement of Expenses (or any extension of such period provided under this Section 6(c)). The Trustee shall be entitled to adjudication of such assertion in an appropriate court of the State of Delaware or any other court of competent jurisdiction.

 

(d) Payment upon Determination of Entitlement. If a determination is made pursuant to Section 2 or Section 3 (or is deemed to be made pursuant to paragraph (c) of this Section 6 and, in the case of advancement of Expenses, the other conditions are satisfied) that the Trustee is entitled to indemnification or advancement of Expenses, payment of any indemnification amounts or advancements owing to the Trustee shall be made within ten (10) days after such determination (and, in the case of advancements of further Expenses, within ten (10) days after submission of supporting information, including the required undertaking). If such payment is not made when due, the Trustee shall be entitled to adjudication of the Trustee’s entitlement to such indemnification or advancements in an appropriate court of the State of Delaware or any other court of competent jurisdiction. The Trustee shall commence any proceeding seeking adjudication within 60 days following the date on which he or she first has the right to commence such proceeding pursuant to this paragraph (d). In any such proceeding, the Trust and the relevant Series shall be bound by the determination that the Trustee is entitled to indemnification or advancements, absent (i) an intentional misstatement by the Trustee of a material fact, or an intentional omission of a material fact necessary to make his or her statement not materially misleading, in connection with the request for indemnification or advancements, (ii) a prohibition of such indemnification or advancements under applicable law or (iii) a requirement under the Investment Company Act of 1940, as amended, for insurance or security, which has not been satisfied.

 

(e) Appeal of Adverse Determination. If a determination is made that the Trustee is not entitled to indemnification or advancements (other than determinations that are made by a court), the Trustee shall be entitled to adjudication of such matter in an appropriate court of the State of Delaware or any other court of competent jurisdiction. Alternatively, the Trustee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the rules of the American Arbitration Association. The Trustee shall commence such proceeding or arbitration within 60 days following the date on which the adverse determination is made. Any such judicial proceeding or arbitration shall be conducted in all respects as a de novo trial or arbitration on the merits, and the Trustee shall not be prejudiced by reason of such prior adverse determination.

 

(f) Expenses of Appeal. If the Trustee seeks arbitration or a judicial adjudication to determine or enforce his or her rights under, or to recover damages for breach of, the indemnification or Expense advancement provisions of this Agreement, the Trustee shall be entitled to recover from the relevant Series, and shall be indemnified by the relevant Series against, any and all Expenses actually incurred by the Trustee in such arbitration or judicial adjudication, but only if the Trustee prevails therein. If it shall be determined in such arbitration or judicial adjudication that the Trustee is entitled to receive part but not all of the indemnification or advancement of Expenses sought, the expenses incurred by the Trustee in connection with such arbitration or judicial adjudication shall be appropriately prorated.

 

(g) Validity of Agreement. In any arbitration or judicial proceeding commenced pursuant to this Section 6, the Trust shall be precluded from asserting that the procedures and

-5-

presumptions set forth in this Agreement are not valid, binding and enforceable against the Trust or relevant Series and shall stipulate in any such court or before any such arbitrator that the Trust is bound by all the provisions of this Agreement.

 

(h) Lack of Adjudication. Notwithstanding any provision herein to the contrary, as to any matter disposed of (whether by compromise payment, pursuant to a consent decree or otherwise) without a Final Adjudication by a court, or by any other body before which the Proceeding was brought, that the Trustee either (a) did not act in good faith in the reasonable belief that the Trustee’s action was in or not opposed to the best interests of the Series or (b) is liable to the Series or its shareholders by reason of Disabling Conduct, indemnification shall be provided if (x) there has been a determination that the Trustee did not engage in Disabling Conduct by the court or other body approving any settlement or other disposition of the matter or (y) there has been a reasonable determination, based upon a review of readily available facts (but not a full trial-type inquiry), that the Trustee acted in good faith in the reasonable belief that the Trustee’s action was in or not opposed to the best interests of the Series and is not liable to the Trust and the relevant Series or its shareholders by reason of Disabling Conduct, by (i) the vote of a majority of the Non-Party Trustees (provided that a majority of such Non-Party Trustees then in office act on the matter) or (ii) Special Counsel in a written opinion.

 

7. General Provisions.

 

(a) Non-Exclusive Rights. The provisions for indemnification of, and advancement of Expenses to, the Trustee set forth in this Agreement shall not be deemed exclusive of any other rights to which the Trustee may otherwise be entitled, including any other rights to be indemnified or have Expenses advanced by the Trust. For the avoidance of doubt, such other rights include, but are not limited to, any rights the Trustee may have pursuant to an Indemnification Agreement between the Trustee and each Trust. The Trust shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that the Trustee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise, if such payment is not recoverable from the Trustee.

 

(b) Continuation of Provisions. This Agreement shall be binding upon all successors of the Trust, including without limitation any transferee of all or substantially all assets of a Series and any successor by merger, consolidation or operation of law and shall inure to the benefit of the Trustee’s spouse, heirs, assigns, devisees, executors, administrators and legal representatives. The provisions of this Agreement shall continue with respect to the Trust until the final termination of all Proceedings in respect of which the Trustee has asserted, is entitled to assert or has been granted rights of indemnification or advancement of Expenses hereunder and of any proceeding commenced by the Trustee pursuant to Section 6 relating thereto. No amendment of the Declaration of Trust or by-laws of the Trust shall limit or eliminate the right of the Trustee to indemnification and advancement of Expenses set forth in this Agreement. The Trustee’s right of indemnification and advancement of Expenses set forth in this Agreement shall survive the Trustee’s death, disability, retirement or resignation as a Trustee.

 

(c) Selection of Counsel. The Trust shall be entitled to assume the defense of any Proceeding for which the Trustee seeks indemnification or advancement of Expenses under this Agreement. However, counsel selected by the Trustee shall conduct the defense of the Trustee

-6-

to the extent reasonably determined by such counsel to be necessary to protect the interests of the Trustee, and the relevant Series shall indemnify the Trustee therefor to the extent otherwise permitted under this Agreement, if (i) the Trustee reasonably determines that there may be a conflict in the Proceeding between the positions of the Trustee and the positions of the Trust or the other parties to the Proceeding that are indemnified by the Trust and not represented by separate counsel, or the Trustee otherwise reasonably concludes that representation of both the Trustee, the Trust and such other parties by the same counsel would not be appropriate, or (2) the Proceeding involves the Trustee but neither the Trust nor any such other party who is indemnified by the Trust and the Trustee reasonably withholds consent to being represented by counsel selected by the Trust. If the Trust shall not have elected to assume the defense of any such Proceeding for the Trustee within thirty (30) days after receiving written notice thereof from the Trustee, the Trust shall be deemed to have waived any right it might otherwise have to assume such defense. If the Trust does not assume or conduct the defense of any Proceeding, the Trustee shall not consent to a settlement or any other disposition not involving a Final Adjudication without the prior written consent of the Trust.

 

(d) D&O Insurance. To the extent the Trust maintains an insurance policy or policies providing liability insurance to its trustees or its trustees who are not “interested persons” of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended, the Trustee shall be covered by such policy or policies at all times when serving as a trustee of the Trust, in accordance with its or their terms, to the maximum extent of the coverage available for any similarly situated trustee of the Trust. For a period of ten (10) years or such shorter period as the “tail” or other coverage described below is reasonably available after the Trustee has ceased to serve as a trustee of the Trust, whether through resignation, death or otherwise, and to the extent insurance as provided in the previous sentence does not continue to cover the Trustee even though he or she is no longer serving as a trustee of the Trust, the Trust shall purchase and maintain in effect, through “tail” or other appropriate coverage, one or more policies of insurance on behalf of the Trustee to the maximum extent of the coverage provided to then serving trustees of the Trust (or, if the Trust has been terminated, the coverage in effect immediately prior to such termination), unless the purchase of such insurance by the Trust is not permitted by applicable law, including for these purposes any fiduciary duties applicable to the persons then constituting the trustees of the Trust, such insurance is not generally available, or in the reasonable business judgment of the persons then constituting the trustees of the Trust, the premium for such insurance is substantially disproportionate to the amount of coverage afforded. In the event of liquidation of the Trust, the Trust shall, prior to such liquidation, establish one or more reserves in amounts reasonably necessary to meet its obligations under this Agreement, including, without limitation, amounts reasonably necessary to pay insurance premiums, to pay deductibles, or to meet claims for indemnification or defense costs that are not reasonably likely to be recovered under applicable insurance policies.

 

(e) Subrogation. In the event of any payment by any Series pursuant to this Agreement, the Series shall be subrogated to the extent of such payment to all of the rights of recovery of the Trustee, who shall, upon reasonable written request by the Trust on behalf of the Series and at the Series’ expense, execute all such documents and take all such reasonable actions as are necessary to enable the Trust to enforce such rights. Nothing in this Agreement shall be deemed to diminish or otherwise restrict the right of the Trust or the Trustee to proceed or collect against any insurers or to give such insurers any rights against the Trust under or with

-7-

respect to this Agreement, including without limitation any right to be subrogated to the Trustee’s rights hereunder, unless otherwise expressly agreed to by the Trust in writing, and the obligation of such insurers to the Trust and the Trustee shall not be deemed to be reduced or impaired in any respect by virtue of the provisions of this Agreement.

 

(f)  Notice of Proceedings. The Trustee shall promptly notify the Trust in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding that may be subject to indemnification or advancement of Expenses pursuant to this Agreement, but no delay in providing such notice shall in any way limit or affect the Trustee’s rights or the Trust’s obligations under this Agreement.

 

(g) Notices. All notices, requests, demands and other communications to a party pursuant to this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally (with a written receipt by the addressee) or two (2) days after being sent (i) by certified or registered mail, postage prepaid, return receipt requested or (ii) by nationally recognized overnight courier service to the Trust in care of its Secretary at One Financial Plaza, Hartford, CT 06103 (if addressed to the Trust), the address specified on the signature page of this Agreement (if addressed to the Trustee) or such other address as may have been furnished by such party by notice in accordance with this paragraph.

 

(h) Separate Agreements. Each Trust is entering into this Agreement on behalf of itself and its Series individually, and no Trust or its Series shall be deemed to bear any responsibility hereunder for the obligations of any other Trust or any other Trust’s Series.

 

(i) Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, in whole or in part, for any reason whatsoever, (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation each portion of any Section of this Agreement containing any provision that is not itself invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the remaining provisions of this Agreement shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable.

 

(j) Modification and Waiver. This Agreement supersedes any existing or prior agreement between the Trust and the Trustee pertaining to the subject matter of indemnification and advancement of Expenses, other than the Declaration of Trust, the by-laws of the Trust and the terms of any liability insurance policies, which shall not be modified or amended by this Agreement. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both parties or their respective successors or legal representatives; provided, however, that any supplements, modifications or amendments to the Declaration of Trust, by-laws or the terms of the liability insurance policy or policies of the Trust shall not be deemed to constitute supplements, modifications or amendments to this Agreement. Any waiver by either party of any breach by the other party of any provision contained in this Agreement to be performed by the other party must be in writing and signed by the waiving party or such party’s successor or legal representative, and no such waiver shall be deemed a waiver of similar or other provisions at the same or any prior or subsequent time.

-8-

(k) Joinder of New Series. In the event that additional Series are created and added to the Trust from time to time, Appendix A listing each Series of the Trust covered by this Agreement may be amended to add the additional Series by the Trust’s execution and delivery to the Trustee of an amended Appendix A. Irrespective of whether the Trust executes and delivers to the Trustee an amended Appendix A, the additional Series shall be deemed a “Series” for all purposes of this Agreement as of the date that it is created and added to the Trust.

 

(l) Headings. The headings of the Sections of this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

 

(m) Counterparts. This Agreement may be executed in one or more counterparts, which may be executed and/or exchanged electronically, each of which shall be an original, and all of which when taken together shall constitute one document.

 

(n) Applicable Law. This Agreement shall be governed by and construed and enforced with respect to each Trust in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

 

(o) WAIVER OF RIGHT TO JURY TRIAL. BY EXECUTING THIS AGREEMENT, THE PARTIES KNOWINGLY AND WILLINGLY WAIVE ANY RIGHT THEY HAVE UNDER APPLICABLE LAW TO A TRIAL BY JURY IN ANY DISPUTE ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ISSUES RAISED BY THAT DISPUTE.

 

(p) Miscellaneous. Copies of the Declaration of Trust of each Trust are on file with the Secretary of State of the State of Delaware. The obligations of or arising out of this Agreement are not binding upon any of the Trust’s trustees, officers, employees, agents or shareholders individually, but are binding solely upon the assets and property of the respective Series in accordance with their proportionate interests hereunder. The assets and liabilities of each of the Series are separate and distinct, and the obligations of or arising out of this instrument are binding solely upon the assets or property of the respective Series.

 

[The remainder of this page is intentionally left blank]

-9-

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf on the date set forth above.

 

Virtus ALTERNATIVE SOLUTIONS TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
TRUSTEE
   

VIRTUS ASSET TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto

 
   
Virtus EQUITY Trust,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 
   
Virtus OPPORTUNITIES Trust,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 
   
VIRTUS VARIABLE INSURANCE TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 
   
Name: George R. Aylward   Name: Sarah E. Cogan  
Title: President      
      Address for Notices:  
-10-

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf on the date set forth above.

 

Virtus ALTERNATIVE SOLUTIONS TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
TRUSTEE
   

VIRTUS ASSET TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto

 
   
Virtus EQUITY Trust,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 
   
Virtus OPPORTUNITIES Trust,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 
   
VIRTUS VARIABLE INSURANCE TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 

 

Name: George R. Aylward   Name: Deborah A. DeCotis  
Title: President      
      Address for Notices:  
-10-

IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf on the date set forth above.

 

Virtus ALTERNATIVE SOLUTIONS TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
TRUSTEE
   

VIRTUS ASSET TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto

 
   
Virtus EQUITY Trust,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 
   
Virtus OPPORTUNITIES Trust,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 
   
VIRTUS VARIABLE INSURANCE TRUST,
on behalf of Itself and each of its Series
listed on Appendix A attached hereto
 

 

Name: George R. Aylward   Name: F. Ford Drummond  
Title: President      
      Address for Notices:  
-10-

APPENDIX A

 

TO

 

INDEMNIFICATION AGREEMENT

 

Virtus Alternative Solutions Trust, on behalf of each of:

 

Virtus Duff & Phelps Select MLP and Energy Fund

Virtus KAR Long/Short Equity Fund

 

Virtus Asset Trust, on behalf of each of:

 

Virtus Ceredex Large-Cap Value Equity Fund

Virtus Ceredex Mid-Cap Value Equity Fund

Virtus Ceredex Small-Cap Value Equity Fund

Virtus Seix Core Bond Fund

Virtus Seix Corporate Bond Fund

Virtus Seix Floating Rate High Income Fund

Virtus Seix High Grade Municipal Bond Fund

Virtus Seix High Income Fund

Virtus Seix High Yield Fund

Virtus Seix Investment Grade Tax-Exempt Bond Fund

Virtus Seix Short-Term Bond Fund

Virtus Seix Short-Term Municipal Bond Fund

Virtus Seix Total Return Bond Fund

Virtus Seix U.S. Government Securities Ultra-Short Bond Fund

Virtus Seix U.S. Mortgage Fund

Virtus Seix Ultra-Short Bond Fund

Virtus SGA International Growth Fund

Virtus Silvant Large-Cap Growth Stock Fund

Virtus Silvant Small-Cap Growth Stock Fund

Virtus Zevenbergen Innovative Growth Stock Fund

 

Virtus Equity Trust, on behalf of each of:

 

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

A-1

Virtus KAR Small Mid-Cap Core Fund

Virtus KAR Small Mid-Cap Growth Fund

Virtus KAR Small Mid-Cap Value Fund

Virtus SGA Emerging Markets Growth Fund

Virtus SGA Global Growth Fund

Virtus SGA New Leaders Growth Fund

Virtus Tactical Allocation Fund

 

Virtus Opportunities Trust, on behalf of each of:

 

Virtus Duff & Phelps Global Infrastructure Fund

Virtus Duff & Phelps Global Real Estate Securities Fund

Virtus Duff & Phelps International Real Estate Securities Fund

Virtus Duff & Phelps Real Asset Fund

Virtus Duff & Phelps Real Estate Securities Fund

Virtus FORT Trend 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 Stone Harbor Emerging Markets Corporate Debt Fund

Virtus Stone Harbor Emerging Markets Debt Allocation Fund

Virtus Stone Harbor Emerging Markets Debt Fund

Virtus Stone Harbor High Yield Bond Fund

Virtus Stone Harbor Local Markets Fund

Virtus Stone Harbor Strategic Income Fund

Virtus Vontobel Emerging Markets Opportunities Fund

Virtus Vontobel Foreign Opportunities Fund

Virtus Vontobel Global Opportunities Fund

Virtus Vontobel Greater European Opportunities Fund

 

Virtus Variable Insurance Trust, on behalf of each of:

 

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

A-2
EX-99.(I)(15) 8 c104998_ex-i15.htm

 

Exhibit i.15

 

CONSENT OF SULLIVAN & WORCESTER LLP

 

We hereby consent to the use of our name and any reference to our firm in the Registration Statement of Virtus Opportunities Trust (the “Trust”), included as part of Post-Effective Amendment No. 128 to the Trust’s Registration Statement on Form N-1A (File No. 033-65137). 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

September 27, 2022

 

 

 

EX-99.(J)(1) 9 c104558_ex-j1.htm

Exhibit j.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Post-Effective Amendment to Registration Statement No. 033-65137 on Form N-1A of our report dated July 26, 2022, relating to the financial statements and financial highlights of Virtus Stone Harbor Emerging Markets Debt Fund, Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Local Markets Fund, Virtus Stone Harbor Emerging Markets Corporate Debt Fund, Virtus Stone Harbor Strategic Income Fund, and Virtus Stone Harbor Emerging Markets Debt Allocation Fund, six of the funds constituting Virtus Opportunities Trust (the “Trust”), appearing in the Annual Report on Form N-CSR of the Trust for the year ended May 31, 2022, and to the references to us under the headings "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" in the Statement of Additional Information, which are part of such Registration Statement.

 

/s/DELOITTE & TOUCHE LLP

Denver, Colorado

September 27, 2022

 


EX-99.(P)(4) 10 c104558_ex-p4.htm

Exhibit p.4

 

Section 9 Code of Ethics

 

9.01Introduction

As an investment adviser, FORT has implemented and adopted a Code of Ethics (the “Code”) that all employees are expected to uphold. The Firm has a fiduciary duty to place the interests of clients before the interests of the Firm and its employees. In addition, employees should understand that these general principles apply to all conduct, whether or not the conduct is also covered by more specific standards or procedures set forth below. Failure to comply with the Code may result in disciplinary action, including termination of employment.

·We must at all times place the interests of our clients before the interests of the Firm and employees or any other interests.
·All personal securities transactions must be conducted in a manner consistent with the Code and avoid any actual or potential conflicts of interest or any abuse of an employee’s position of trust and responsibility.
·Employees must not take any inappropriate advantage of their positions at the Firm.
·Information concerning the identity of securities and financial circumstances of the Funds and their investors must be kept confidential.
·Independence in the investment decision-making process must be maintained at all times.
·Employees must comply with the laws and regulations applicable to the operation of the Firm and its clients.
·Violations of law or regulation by employees that relate to matters of trust and confidence or securities law or regulation in their conduct outside of their employment may affect their fitness for duty as employees of a firm with fiduciary responsibility and high ethical standards.

 

FORT shall furnish this Code of Ethics to each Registered Fund for approval by the applicable Fund Board pursuant to Rule 17j-1 under the 1940 Act. The CCO is responsible for all material amendments being reported to each Registered Fund so that Fund Board approval can be obtained as required by Rule 17j-1.

 

9.02Covered Persons and Accounts

The Code applies to all of the Firm’s employees. Each employee will be informed as to their reporting obligations within this Code upon initial hire.

 

At the discretion of the CCO, certain other individuals, including contractors and interns may be subject to the Code for the duration of their engagement with the Firm. Anyone who by virtue of their access to information may be considered a covered person as defined by SEC Rule 204-a1 and will become subject to the Code. Individuals, including contractors, shall be notified upon commencing employ by FORT as to their reporting obligations

 

9.03Personal Brokerage Accounts

Each employee must direct any broker-dealer where his or her personal accounts are maintained to electronically submit all copies of trade confirmations and statements with respect to personal account directly to the Firm. A sample broker instruction letter requesting forwarding of trade confirmations and account statement has been attached as Exhibit D.

 

The term “personal account” means any securities account in which an employee has any direct or indirect “beneficial ownership,” and includes any personal account of an employee’s immediate family member (including any relative by blood or marriage either living in the employee’s household or financially dependent on the employee). However, for purposes of this section, “personal account” shall not mean an account over which the employee has no direct or indirect influence or control over the securities held in the account or an

 

account where the transactions are effected pursuant to an automatic investment plan. “Personal account” excludes investment accounts related to investments in the Funds (as defined in Section 1.02 of this Manual), which are exempt from preclearance, transaction reports, and holdings reports.

 

An employee is deemed to have beneficial ownership if the employee, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect opportunity to profit or share in any profit derived from the relevant personal account. For a full definition of beneficial ownership, refer to Rule 16a-1(a)(2) of the Exchange Act.

 

An employee is required to submit on a periodic basis, not less than annually, documentation certifying that he/she did not exert any influence or control over the management of the third-party managed account, as well as documentation from the broker or adviser controlling the account attesting that they will not accept trading instructions from the employee, that they limit trading instructions to investment objectives and investment strategies, and did not receive any such trading instructions during the relevant period (see Exhibit Q: Discretionary/Managed Account Disclosures or its electronic equivalent).

 

At the discretion of the CCO, the Firm may choose to restrict personal accounts of employees to broker-dealers that have the capability to electronically transmit any trade confirmations and account statements with respect to such personal accounts directly to the Firm; however, at this time, employees may maintain accounts with broker-dealers that do not transmit trade confirmations electronically.

 

9.04Compliance with Applicable Federal Securities Laws

In addition to the general principles of conduct stated in the Code and the specific trading restrictions and reporting requirements described below, the Code requires all employees to comply with applicable federal securities laws. These laws include the Securities Act, the Exchange Act, the Sarbanes-Oxley Act of 2002, the 1940 Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act of 1999, any rules adopted by the Securities and Exchange Commission under any of these laws, the Bank Secrecy Act as it applies to private investment funds and investment advisers, and any rules adopted thereunder by the Securities and Exchange Commission or the Department of the Treasury.

 

9.05Covered Securities

The term “covered securities” includes all securities defined as such under the Advisers Act, and includes:

·Debt and equity securities;
·Currency and futures contracts;
·Options on securities, on indices, and on currencies;
·All forms of limited partnership and limited liability company interests, including interests in private investment funds (such as hedge funds), and interests in investment clubs;
·Foreign unit trusts and foreign mutual funds;
·Municipal bonds;
·ETFs; and
·Any privately offered securities (i.e. private investments).

 

The term “covered securities,” however, does not include the following:

·Direct obligations of the U.S. government (e.g., treasury securities);
·Cryptocurrency;
·Bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt obligations, including repurchase agreements;
·Shares issued by money market funds;
 
·Shares of open-end mutual funds that are not advised or sub-advised by the Firm (or the Firm’s affiliates)
·Interests in 529 college savings plans; and
·Shares issued by unit investment trusts that are invested exclusively in one or more open-end mutual funds, none of which are funds advised or sub-advised by the Firm (or the Firm’s affiliates).

 

Any questions regarding the application of these terms should be referred to, and addressed by, the CCO.

 

9.06Restrictions on Personal Trading and Trading in Covered Securities

Trade Pre-Approval: When a Restricted List1 is in place employees are restricted from any personal trading in names on the restricted list. Each employee must obtain approval from the CCO, or designated compliance associate with CCO oversight, prior to transacting in any covered security. The CCO must obtain approval from the GC prior to transacting in any covered security. Approvals must specify the security name, brokerage account (if applicable), transaction type, trade date, and number of shares to be traded. Transactions must occur before close of business on the trade date specified in the request and must not exceed the number of shares approved. Upon expiration, a new request must be made before the transaction may be executed. All exposures to a particular company or issuer shall be considered the same “position” for purposes of enforcing any applicable trading restrictions. Electronic approvals granted through the Firm’s chosen digital platform provider are considered as the equivalent of CCO approval. See Exhibit E, or its electronic equivalent, for a pre-approval form.

 

The CCO or designated compliance associate may deny any trade request due to his or her sole discretion and no reason need be given for such denial. Personal trade activities involving the CCO’s accounts are subject to oversight by the Firm’s GC.

 

Holding Period: All positions held by employees for personal accounts are subject to a minimum holding period of 90 days from the most recent acquisition. Research associates may be granted an exemption from this Holding Period requirement by the CCO for the purpose of encouraging idea generation, subject to ongoing monitoring by the CCO that the objectives of generating new ideas and maintaining proper separation between such research associates and the trading operations of the Firm (sufficient to prevent any front running or strategy replication) are met (see Exhibit S: Policy Exemption Request – Holding Period or its electronic equivalent).

 

IPO and ICO Shares: Employees shall not be permitted to receive Initial Public Offering (IPO), Limited Offering, or Initial Coin Offering (ICO) share allocations, except in exceptional circumstances and pre-approval by the CCO.

 

Outside Activities: Consistent with Section 9.09 Outside Activities, in select instances employees and/or the Firm may be subject to additional personal trading restrictions related to employee outside board or director positions of publicly traded companies. In such instances, such employees’ personal trading activities related to such companies upon which they serve as directors are subject to designated trading windows as set by such companies. In this regard, the Firm and the employee’s trading in such company may only be executed following confirmation, to the CCO’s satisfaction, that the company has an open trading window.

 

 

 

1 “Restricted List” consists of companies about which a determination has been made that it is prudent to restrict trading activity including, for example, a company which investment personnel with influence over the Firm’s trading may have acquired material, nonpublic information.

 
9.07Initial and Annual Holdings Reports

Employees must submit an initial holdings report and sign an attestation form (See Exhibit F or its electronic equivalent) delivered to the CCO that discloses the existence of any personal account that holds any securities (including securities excluded from the definition of a “covered security” under Section 9.05) and all “covered securities” holdings no later than 10 days after initial employment and annually thereafter within 30 days following the end of a fiscal year. The information must be current and as of a date no more than 45 days prior to the date of employment or the end of a fiscal year. Each such report must contain, at minimum:

·The title and type of security, and the exchange ticker symbol or CUSIP number (as applicable), number of shares, and principal amount of each security in any personal account;
·The name of any broker, dealer or bank with which the employee maintains any personal account; and
·The date on which the employee submits the report

 

The date on which the employee submits the report. In addition, every employee must complete and sign the attestation form annually within 30 days of the end of the Firm’s fiscal year. FORT’s CCO or designated compliance associate shall review Initial and Annual Holdings Reports upon submission.

 

9.08Quarterly Transaction Reports

Employees must submit quarterly transaction reports no later than 30 days after each quarter end to the CCO for each securities transaction in any personal account, not just transactions with respect to covered securities. The report must contain the following information for each transaction. (See Exhibit G or its electronic equivalent).

·The date of the transaction, the title, and the exchange ticker symbol or CUSIP number (as applicable), interest rate and maturity date, number of shares, and principal amount of each security involved;
·The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);
·The price of the security at which the transaction was effected;
·The name of the broker, dealer or bank with or through which the transaction was effected; and
·The date on which the employee submits the report.

 

Pursuant to Rule 204A-1, employees are not required to submit a report in the following circumstances:

·The employee has no direct or indirect influence or control over the securities held in the account(s);
·The employee’s transactions are effected pursuant to an automatic investment plan.

 

FORT’s CCO or designated compliance associate shall review Quarterly Transaction Reports following their submission. Any trading activity that does not comport with these policies and procedures will be addressed directly with such employee and any findings or exceptions granted shall be documented to the Firm’s compliance files.

 

9.09Outside Activities

An employee’s service on the board of directors of an outside company, as well as other outside activities generally, could lead to the potential for conflicts of interest and insider trading problems, and may otherwise interfere with an employee’s duties to the Firm. Accordingly, employees are prohibited from serving on the boards of directors of any outside company, unless the service: has been vetted by FORT’s General Counsel, and/or outside counsel where appropriate, and approved by the CCO. In order to mitigate potential insider trading concerns that arise when an employee serves on the board of directors of a publicly traded company, or a private company that may be taken public, the Firm will add the underlying publicly traded company to the Firm’s Restricted List. Further, from time to time the publicly traded company may also initiate strategic business plans about which may require additional companies to be added to the Firm’s Restricted List.

 

Any employee serving on the board of any publicly traded company shall be considered an “Insider” related to such company. Employees deemed Insiders are required to take additional personal trading precautions related to the trading activities of such companies in their personal accounts. Insiders may only trade securities of such company pursuant to acceptable trading windows consistent with that company’s restrictions. Insiders will be required to provide proof of open trading windows regarding the company prior to executing such personal securities transactions.

 

The Firm also discourages employees from: (i) engaging in outside business ventures (such as consulting engagements); (ii) accepting any executorships, trusteeship or power of attorney (except with respect to a family member); and (iii) serving on a creditors committee except as part of the employee’s duties at the Firm. Accordingly, an employee must obtain pre-approval from the CCO prior to engaging in any of these activities (see Exhibit L: Outside Business Activity Disclosures or its electronic equivalent).

 

Should an employee receive approval for outside business ventures, it is the employee’s responsibility to ensure all material non-public information received through the outside relationship is disclosed to the Firm, immediately. The Firm’s CCO will then take measures to restrict any trading activity based upon the acquired information.

 

9.10Social Media

While there are many benefits to social media, there are also potential pitfalls that can lead to unintended implications and regulatory consequences. FORT respects FORT users’ individuality and understands that social media may provide an intersection between personal and professional lives, however, it is important to understand that use of social media may impact FORT as a company and as a registered investment adviser.

 

FORT does not prohibit FORT users’ personal use of social media outside of work. However, FORT imposes restrictions on these types of activities that employees may engage with social media as they relate to FORT. FORT employees may not use social media to communicate with investors or for any business-related purpose. All employees must be familiar with FORT’s Acceptable Use Policy, which details FORT’s Social Media Policy with specificity.

 

FORT users should have no expectation of privacy for those using FORT systems, equipment, or resources for social media activities using public forums. For purposes of the preceding policies, “public forum” includes information that is available to the general public, as well as information that is only available to “friends”, personal contacts, members, subscribers, or other groups of individuals who are not employed by FORT.

 

FORT users should consult with the Chief Compliance Officer or General Counsel if they have any questions about the preceding policies. None of the preceding policies are intended to limit the rights of FORT users that are protected under the National Labor Relations Act. FORT users’ presence on “public forums” may be subject to review and inspection for consistency with the aforementioned policies.

 

Each employee is required to notify the CCO of all public forums on which he or she posts information on the form attached hereto as Exhibit H (or its electronic equivalent). Employees must update the form promptly for each new public forum on which they post information. The CCO may, from time to time, access such public forums, as a member of the general public or as a member or subscriber of a public forum. In addition, if deemed necessary to protect the Firm, the CCO may require one or more employees to provide access to information that is available only to “friends” or personal contacts. Should the CCO suspect misuse of any public forum, including social media, employees agree to allow the CCO to login to their accounts and review sites. The CCO will consult with external legal counsel to ensure they are permitted to obtain any such information before requesting it from any employee.

 

An employee may authorize a service provider to post only such employee’s position within the Firm, along with the Firm’s name and address. No employee may post or authorize any service provider to post any other information about the Firm, the Fund or any client on such employee’s social media site or on any such service provider’s social networking sites. Any requests for any such postings should be referred to the CCO.

 

Any solicitor or other third-party service provider retained by the Firm will be notified of the Firm’s social networking policy prohibiting the use of the Firm’s name, any client or Fund information on any public forum without the express consent of the CCO.

 

9.11Gifts and Entertainment

To address conflicts of interest that may arise when an employee accepts or gives a gift, favor, entertainment, special accommodation, or other items of value, the Firm places restrictions on gifts and entertainment. The following specific restrictions apply.

·Gifts and Entertainment: No employee may receive any gift, service, entertainment event or other item of more than $200 from an investor, prospective investor, or any person or entity that does or seeks to do business with or on behalf of the Firm without pre-clearance from the CCO. No employee may give or offer any gift, service, entertainment event or other item of more than $200 to existing investors, prospective investors, or any entity that does business with or on behalf of the Firm or the employee has received entertainment more than three times in a month from either the same existing investors, prospective investors, or any entity that does business with or on behalf of the Firm providing the entertainment or an employee of such entity, without pre-clearance from the CCO. Notwithstanding the foregoing, no employee may provide or accept gifts having an aggregate value of $100 per year to or from any person associated with a broker-dealer.
·Cash: No employee may give or accept cash gifts or cash equivalents to or from an investor, prospective investor, or any entity that does business with or on behalf of the Firm.
·Government Officials: No gift or entertainment event of any value involving government officials or their families may be given or sponsored by the Firm or any employee without the prior written approval of the CCO.
·Union Officials: Special Department of Labor reporting requirements apply to service providers, such as investment advisors, to Taft-Hartley employee benefit funds. Those service providers must make annual reports detailing virtually all gifts and entertainment provided generally to unions, their officers, employees and agents, subject to a de minimis threshold. Accordingly, employees must receive pre-approval for gifts and entertainment provided to such persons.
·Pre-Clearance and Reporting: Each employee must pre-clear (see Exhibit K or its electronic equivalent) with the CCO any gifts or entertainment received in connection with the employee’s employment that the employee reasonably believes exceeded $200 or if the employee has received entertainment more than three times in a month from either the same existing investors, prospective investors, or any entity that does business with or on behalf of the Firm providing the entertainment or an employee of such entity. The CCO may require that any such gift be returned to the provider or that an entertainment expense be repaid by the employee.
·Solicited Gifts: No employee may use his or her position with the Firm to obtain anything of value from a client, supplier, person to whom the employee refers business, or any other entity with which the Firm does business.
·Referrals: Employees may not make referrals to clients (e.g., of accountants, attorneys, or the like) if the employee expects to personally benefit in any way from the referral.

 

9.12Surveillance and Violations of Policy

Each calendar quarter, the CCO or designee will conduct a review of personal trading compliance pursuant to the Code of Ethics. The CCO or designee will review employee trading account statements against records of approved trades and will review for holding period compliance.

 

In addition to this review, employees of the Firm have an independent duty to report violations of the policy to the CCO (see Exhibit P for Compliance Violation Report).

 

The CCO reserves the right to deliver a report of transactions to the CEO, President and the employee’s supervisor on a regular basis or as needed to investigate potential inappropriate trading activity.

 

Every employee must immediately report any violation of the Code to the CCO or, in the CCO’s absence, the CEO. All reports will be treated confidentially and investigated promptly and appropriately. The Firm will not retaliate against any employee who reports a violation of the Code in good faith and any retaliation constitutes a further violation of the Code. The CCO will keep records of any violation of the Code, and of any action taken as a result of the violation.

 

9.13Exceptions to the Code

The CCO may, under very limited circumstances, grant an exception from the requirements of the Code on a case-by-case basis, provided that:

·The employee seeking the exception provides the CCO with a written statement: (i) detailing the efforts made to comply with the requirement from which the employee seeks an exception; and (ii) containing a representation that compliance with the requirement would impose significant undue hardship on the employee or, in the case of research associates, that the exception is needed for idea generation purposes;
·The CCO believes that the exception would not harm or defraud a Fund, violate the general principles stated in the Code or compromise the employee’s or the Firm’s fiduciary duty to any Fund; and
·The employee provides any supporting documentation that the CCO may request from the employee.
·No exceptions may be made to the fundamental requirements contained in the Code that have been adopted to meet applicable rules under the Advisers Act.

 

9.14Recordkeeping

The books and records required to be maintained include the following:

·A copy of the Code that is in effect, or at any time within the past five years was in effect;
·A record of any violation of the Code, and of any action taken as a result of the violation;
·A record of all written acknowledgements of receipt, review and understanding of the Code from each person who is currently, or within the past five years was, an employee;
·A record of each report made by an Access Person, including any brokerage confirmations and brokerage account statements obtained from Access Persons;
·A record of the names of persons who are currently, or within the past five years were, Access Persons; and
·A record of any exception from the Code granted by the CCO, all related documentation supplied by the employee seeking the exception, and the reasons supporting the decision to grant the exception.

 

These books and records must be maintained by the Firm in an easily accessible place for at least five years from the end of the fiscal year during which the record was created, the first two years in an appropriate office of the Firm.

 

9.15Sanctions

Any violation of any provision of the Code may result in disciplinary action. The CCO will determine an appropriate sanction. Disciplinary action may include, among other sanctions, a letter of reprimand, disgorgement, suspension, demotion or termination of employment.

 
9.16Acknowledgement of Receipt and Compliance

The Firm will provide each employee with a copy of the Code and any amendments. Any questions regarding any provision of the Code or its application should be directed to the CCO. Each employee must provide the Firm with a written acknowledgement (in the form provided by Exhibit I, or its electronic equivalent) evidencing the fact that such employee has received and reviewed, and understands, the Code.

 
EX-99.(Q)(5) 11 c104558_ex-q5.htm

Exhibit q.5

 

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, Kevin J. Carr and Jennifer Fromm, or any 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 Alternative Solutions Trust (333-191940)
Virtus Asset Trust (333-08045)
Virtus Equity Trust (002-16590)
Virtus Opportunities Trust (033-65137)
Virtus Variable Insurance Trust (033-05033)

 

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 17th day of August, 2022.

 

/s/ Sarah E. Cogan   /s/ Deborah A. DeCotis  
Sarah E. Cogan, Trustee   Deborah A. DeCotis, Trustee  
       
/s/ F. Ford Drummond      
F. Ford Drummond, Trustee      

 

All signatures need not appear on the same copy of this Power of Attorney.

 
GRAPHIC 12 img_1afcef7586ef4f2.jpg GRAPHIC begin 644 img_1afcef7586ef4f2.jpg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img_440a569b53c64f2.jpg GRAPHIC begin 644 img_440a569b53c64f2.jpg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end GRAPHIC 14 img_4b09b1a876834f2.jpg GRAPHIC begin 644 img_4b09b1a876834f2.jpg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end GRAPHIC 15 img_6e6af16f9b114f2.jpg GRAPHIC begin 644 img_6e6af16f9b114f2.jpg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end GRAPHIC 16 img_78a968047c7b4f2.jpg GRAPHIC begin 644 img_78a968047c7b4f2.jpg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end GRAPHIC 17 img_81efc773279f4f2.jpg GRAPHIC begin 644 img_81efc773279f4f2.jpg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end GRAPHIC 18 img_8295235770874f2.jpg GRAPHIC begin 644 img_8295235770874f2.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# $! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_ MVP!# 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_P 1" #' 7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#^SBBBB@ H MHHH *XCQ7\3?AMX#U?P?H'CGX@^"O!NN_$+5SH'@/1O%/B?1]!U3QEK:RV5N M=+\,V6IWEM<:Q>BZU/2[+RK))2=0U72=.!-]JFGV]SV]? '[6]GX+\7?%[X# M?"KQ=X0U[3O#WCI]*U?XK?&K1?A1\0_'M]'\+?AE\7_A[\0_#?[.'A[Q'X'\ M*>);3PCJGQC^,&@>$_$7C#5_$-UH5CX;^&7@+Q-J5O>?V_K'AB]TH6K2[M?\ M&WY][7LF[)G1^2_5+^OQ:5V?9OAKXB_#[QGK7C/PWX/\=>#_ !7XB^'.KQ>' M_B#H/ASQ'I.LZQX(UR;[4(M(\5:=I]U/=:'J$DEAJ$ MM0B@D^UZ;J=D0+S3 M;^"W[*ORE_82\&>.M#^+]\GBCP9XM\-W_P +/V?OB3\(/BMK7B'POK.@:3XD M^+GBG]N'XO\ Q?T1_#NMZG86FF^/[6[\$:IJ7Q%7Q+X5N]=Q5AQBA;)]_\ M-J_H]UY-!U?]=%=>J>C\T7^BLQ(54 9W9@J*"RH"S,0J[I'2-0@C<#-:+*;B(%2&!DB4;2#T(-? /_!1KQ1X M(T_]F%]5\=6@T2TT;X_?LD:UH6K^+DT_1+'3O$6E?M1_".\%[I]_J6IVT,>J MVGAV+Q'<@QNTD6DPZO=R!+.VNYX2>]^#L7[>WQ-^.FM^#- \$>'/V7?@!:6W MQ.^+$WA#P]X)=8U#QWXWB2UN]8TWP%\ _A3X2,$NM:I>V^ ME6/Q78Q_9P\>1:M=+MJ_:R3U[7O;_APZ?=^+M^&_FK[6U_0-I846Y=YX$2R! M-\[SQ*EB%MEO&-Z[.%LPMG)'>,;DQ8M'2Y/[AU?$/P#_P\B37K6P_L'^V_P#AZSX^3P\G[2(U M"?\ LR&%_#8U*PN$\?[;5_@LNE6MYGX9+I07]B/V"M=OU_8X^ *WNC>,Y[=? M#'B-?#,UWI5U--)\.5^(OC0?"5HYKRZ%U+8?\*J'@L:.\N_Z@'BK_P2_P#W51_;W_4 M\5?^"7_[JH$;U%8/]O?]0#Q5_P""7_[JH_M[_J >*O\ P2__ '50!O45@_V] M_P!0#Q5_X)?_ +JH_M[_ *@'BK_P2_\ W50!O45@_P!O?]0#Q5_X)?\ [JH_ MM[_J >*O_!+_ /=5 &]16#_;W_4 \5?^"7_[JH_M[_J >*O_ 2__=5 &]16 M#_;W_4 \5?\ @E_^ZJ/[>_Z@'BK_ ,$O_P!U4 ;U%8/]O?\ 4 \5?^"7_P"Z MJ/[>_P"H!XJ_\$O_ -U4 ;U%8/\ ;W_4 \5?^"7_ .ZJ/[>_Z@'BK_P2_P#W M50!O45@_V]_U /%7_@E_^ZJ/[>_Z@'BK_P $O_W50!O45@_V]_U /%7_ ()? M_NJC^WO^H!XJ_P#!+_\ =5 &]16#_;W_ % /%7_@E_\ NJC^WO\ J >*O_!+ M_P#=5 &]16#_ &]_U /%7_@E_P#NJC^WO^H!XJ_\$O\ ]U4 ;U%8/]O?]0#Q M5_X)?_NJC^WO^H!XJ_\ !+_]U4 ;U%8/]O?]0#Q5_P""7_[JH_M[_J >*O\ MP2__ '50!O45@_V]_P!0#Q5_X)?_ +JH_M[_ *@'BK_P2_\ W50!O45A?V]C M;G0/%(W[MF=& +["H_ MZ@'BK_P2_P#W51_;W_4 \5?^"7_[JH WJ*P?[>_Z@'BK_P $O_W51_;W_4 \ M5?\ @E_^ZJ -ZBL'^WO^H!XJ_P#!+_\ =5']O?\ 4 \5?^"7_P"ZJ -ZBL'^ MWO\ J >*O_!+_P#=5']O?]0#Q5_X)?\ [JH WJ*P?[>_Z@'BK_P2_P#W55BU MU?[5/'!_9&OVOF;OW]]IGV:U3:I;]Y-Y[["V-J?*=S$#C.: -:BBB@ HHHH M**** "GK)(@(1W4-]X*S*&[<@$9X]:97E7Q!^+>D_#GQC\#_ ;JOASQ5JD_ MQX^)-_\ "SP_KVBP:-)X>\+>([/X>^-/B1;R^,I;_6K#5K>QUG1_ >NV&D/H M&D:_*^JQQIJ,>F69%VYV7=I?-NR_$#U*]?\4^$K2+6/"=[5<1R1[]CN@;;N"NZ@X9@9#'&59# M%$R2?ZQ&BC9)?E5/WJ%2LOR(D?[P-^[1$^XJ@?&/_!0_]KW_ (8)_8S^-_[7 M)^'X^*8^#6F^$M1/@$^)3X/'B$>*?B!X4\"^4?$@T;Q"=+%A_P )/_:F\:+? M&X^Q?9 D7VCSXOY.O^(T&/\ Z1TQ?^)13_\ SBJ /[C7M+.1+^*2QL9(M5!& MK1265J\>K!K5+%AJT;1%-3!L8X[$B^6XS91I:?\ 'NBQBQZ< * %50%5 M5 P%5% 5% "JH"J H '\-7_$:#'_ -(Z8O\ Q**?_P"<57]A_P"R-\>A^U1^ MRO\ L[?M,#PM_P (./CY\(/!?Q6'@P:P?$(\+?\ "7Z8FH_V$->.G:0=8&G[ M_)&HG2M.-R!O-G 3LH ^AJ*** "BBB@ HHHH **** "BBB@ HHHH **** "C M$C B&">ZFVL8K6V6-KJZE"DQVMJDTL$+W5RX6"V2:>"%IY(UEGAC+2*5)%=3 M6,B7UM;)>7-D?MEM9R7'V..\N;4>?;V"AI&@W'Q#T[Q M#XX^(=]\.I+GQ+IMKXDGT*ST;P7=Z5JGB#QOJ6F^(=5ATSP]822Z=_:VH7%C M8W7T!XK^*FD>#_C#\'_@QJ>A^)9M8^-,/Q0D\.>*[.VTM_!6CW/PG\-0>+-? MTKQ%>2ZM#KT&J:EHTSW.AQZ;X>U.RF6VG^WW^GR>1%/^:>I?L#_'GQK^RG\ M?AQ?_%'0OA/\7_@C&_P#A'?BC\+M7TW7?VJOAW\<]<\3Q>(?&'PXT MSQ)IGBZU\(>!HM#T8:;HEG;2W$NI>'-4FGT'Q)J5W%]G>._!7QO\9?M"_LS_ M !''A?X<6/A'X/>,OVF&\3WZ?$769]=D\)?$WP3/\//AUKNE>&G^'UO:ZIXC MET];;Q-XT\-/XBT?3M#NY;C0-%\1:]'#'J\@OEJWI?96C97OWN]_EHPZ^5EK MYN]_NT6WYG;?!KX\Z;\8M7^(GAF3X>_$GX6^+_AF_@>\U_P?\4=+T+2_$#^% M_B?I&K:[\.O%*VWA[Q#XD@TU/$NF:!K3W7A?7;G2_&7A:ZT][/Q+H.G27-D] MS[M7QO\ LK_!?XE?#7QC^T+\0?B-X<^%?@+4/CAKOPT\1:OX*^#WB#Q'XF\) M:W\3/"/A;5] ^)WQUENO%&BZ)J7A_4_C//=>&(XO ^-8D\,:#X"T0:MX@U?7 M-0U"X'V11_DOR_KMZ+8/Z_K^OF]V44O9CP%12[LQ"JB+]YW9B%1%R,LQ"C/) MH((VYP"P8J"0&94(5V52=S*C,JNP!56958@L 0!**B6>W>:6W2XMGN((_-GM MUN(6GMXMI;S;B$.98(MH+>9*B)M!;=MYJ165U1T99(Y$CECDC97CEBE19(I8 MY$)22*6-EDBD1F22-E=&96!( M%%% !1110 4444 ?G/\9+[X?VO[<6HV$_B MKP[X6\:^(O\ @E]^T_IVL7T,YU/QA9Z#9_%3X6WND:V/"&D7$GBK7HO#&G?\ M)CXFTG3-$T^35=2MM+\0#1Q++#*O@]\0_ M@+\+[_P[X/\ !/B+]G[3- ^"FC?M@:+H'PF_9X^(.NZ'X=T'2_%>JZ'J?B*3 MXA>--&^#GQ>U@>)Y] U73;TV'Q0FTI3XUMX/VA%M:BZ2_%I:#4(PJQZ@+6W_ M +0C1=X5([[R_M:1J)) (TF" 22?+\[Y@32]*CM$L(])TF/3XEG2+3X]+L$T M^);J9[B[6*Q6W%I$MW<2RW%TL<*BYGDDFG$DKLQ-;->5O_)G+\+O\W?2QU3[ M._\ Y+&-NC6U]^VFES^>Z\\*Z3X(UKX*Z-+XQ^%WBSXF'PK^S3XT_98D^%/B M'2=<^'?A?XK_ !._X*G^(_&'[3OPN_9:OM+NY[6\\+?"?X;>(_"WPJ\31>&! M',GP1\-(?$>EZ+X-N;G1[+^B.;9YTOE?ZKS9/+_ZY[SL_P#'<5FPZ9I=L+-; M;2]+MUTU[F33%M]-L81IDE[$\%[)I@BMU&G27L$DD%X]EY#W<,CPW!DC=E-V MC9)+9-O[]?/;:_5)!UOY17W*WX[^H4444 %%%% !1110 4444 %%%% !1110 M 4444 %%%% !7S=\>/A_\1O&WCS]E#7? ^E>%-0T3X/_ +1-O\6/B'-XB\8: MAX8U2+PO%\*OB=\,FMO"%E9>#_%$&OZ\7^)\NNI:ZE?>&[(1>&_[/.H&768[ MK3?I&BFFUKV:?W--?B@[^::^]6/B?X"?L]^,O '[0/Q2^+NO^"_@5\-=(U[P M#>?#>RTKX$P:E86_Q=U"Z^./CWXN)\:_B5HU]H6DC0_'$6D>*;70)["XUCQS MJ=UXGU_XE:P/%$6AZGHMB_V3?7%_;B+[#I9U,N7\T#4+6P\D*%V'-T")=Y+# M"OY:!U;[_Y6_)'XC?\'"][K$O_ 1K_; M&OA1YER=9T^Z\K'Q]^%94_9X5$LFY@$^0_+NW'Y0:_R@*_UEO^#B#_E#)^W! M_P!BS\)O_5__ JK_)IH *_V#_\ @DA?:TG_ 2S_P"">*0^'&N(D_9#^#"Q M7']N:;!YR#PS!MD\F13)%N'.QSN7H:_Q\*_V*?\ @D5_RBM_X)V?]F@?!?\ M]1B"@#[Q_M'7O^A6;_PH=*_^(H_M'7O^A6;_ ,*'2O\ XBMZB@#!_M'7O^A6 M;_PH=*_^(H_M'7O^A6;_ ,*'2O\ XBMZB@#!_M'7O^A6;_PH=*_^(H_M'7O^ MA6;_ ,*'2O\ XBMZB@#!_M'7O^A6;_PH=*_^(H_M'7O^A6;_ ,*'2O\ XBMZ MB@#!_M'7O^A6;_PH=*_^(H_M'7O^A6;_ ,*'2O\ XBMZB@#!_M'7O^A6;_PH M=*_^(H_M'7O^A6;_ ,*'2O\ XBMZB@#!_M'7O^A6;_PH=*_^(H_M'7O^A6;_ M ,*'2O\ XBMZB@#!_M'7O^A6;_PH=*_^(H_M'7O^A6;_ ,*'2O\ XBMZM/1? M^0SI/_83L/\ TJBH X8Z]?@D'1M/4@X(;QEX=5@1U!4R @@\$$ @\$9I/[?O M_P#H#Z=_X6?AS_X[7^+C^T]JVJI^TI^T,JZGJ 5?CE\654"]N8$P>'8;@*<,UOXHT2X52>@9H M=X5B.0&()'(&*D_M'7O^A6;_ ,*'2O\ XBOY#_\ @SZN;BY9 M?VAOA:JM<323%5_X5OX@)"F1FV@GD[<9P,YP,?V'4 ?GS_P4QU338?V$OVB; MGQQHNAZ7I-EX=\+W^GZCXB\6Z#8V5GXFL?B#X2NO#MQ:374UJC:Q#?QB72H8 MY3!_#7[0OA3Q/8>)]2E-X?^*GW M?>[^3_GE^-'BVXTC5_VP/"WPP\3? CXC:7\=_%U_\3_C=XMA\(1>'O%G[/W@ M^']M/]F'P9KG@#]H/QWI'B-/%?C3X*^+OA+XR\=^6-8@\%Z9J'P_\%:]XG\" MZA=?#RYU?6[7]:/V-?&,WB7]G/P3>^'?A;X&\(>'].\0?%KPKHFG?"G6Q;?" M35-.\&?&3X@>%(?&?PEM-8OM8O-/^&7C]M'D\;>"=+CU?5=*TG0]>M=,\/:G MJ'AVTTF[F^M!:60-ZPL;$-J<45OJ;"RM0VJ6]O:O86]OJ;"$'48+>PDDL8(; MTSQ0V4DEI$B6[M&98HHK>&&WMX8;>WMH8K>VMK:&.WMK:VMXUAM[:VMX52&" MW@A1(8((42*&)$CC1455 M$EV5E^%ODDK+U;;;#_ #O]^_WO5F)_:.O?]"LW M_A0Z5_\ $4?VCKW_ $*S?^%#I7_Q%;U% &#_ &CKW_0K-_X4.E?_ !%']HZ] M_P!"LW_A0Z5_\16]10!@_P!HZ]_T*S?^%#I7_P 11_:.O?\ 0K-_X4.E?_$5 MO44 ?@A_P6+_ ."X$W_!)'Q-\ _#FJ_LM2?&EOCIX8\=>)(+H?&2V\#?\(\O M@G6]%T9[0Q6O@#QF-2-^VLB?SGET_P"SB 1K%<>87C_&'_B- T__ *1UR_\ MB4!_^<77GG_!Y_\ \E/_ ."?/_9+?CU_ZG'@>OXEZ /[Q/#O_!Y38^(/$&A: M"O\ P3QFMVUO6=,TA9Q^T[YI@;4KV"S$PC;X'PK(8C-OV-+$K[=ID0'7_ -#- ',?VCKW_0K-_P"%#I7_ ,11_:.O?]"LW_A0Z5_\ M16]10!@_VCKW_0K-_P"%#I7_ ,11_:.O?]"LW_A0Z5_\16]10!@_VCKW_0K- M_P"%#I7_ ,11_:.O?]"LW_A0Z5_\16]10!@_VCKW_0K-_P"%#I7_ ,11_:.O M?]"LW_A0Z5_\16]10!@_VCKW_0K-_P"%#I7_ ,15BUO=6FG2.ZT$V,#;M]T= M8L+OR\*2H^SP*)7WMAAH \H\)-0C MN*M6^+LWF0V\_[/_P :O&_PHU2RU?4K_3?!^N^-+3PO%I&H?KS^R[X+ M3P#^SS\(?#[_ 7\'?LZ:O/X(T7Q-XN^!?P]E@E\#?"[Q]XRM4\5>/O"?A06 M<]QIUOHMAXOU?6#:66DRMI%D)&MM-+VT:32M;7]/O:3T]._RLG>P]';KK?T6 MGWM].BUVLW[U7@7Q?^(?CCP3\2_V3/#7AD>%&\,_&K]H*X^$'Q!77-+U:\\0 MPZ3>_!?XM_$+1+_P;J%EK5AIFD7MIX@^'5I#K#ZSI.OI?Z3>R6MA%IMR&O3[ M[7C?Q1^#R_$[Q7\"_%A\>^+?!MQ\!?BM#\7]$TWPU8>#KNP\5^(H/"GB7P/% MIWBJ3Q1X:U[4(M$'ACQIXML/*\-7F@Z@;C64U'[?]MTK2I;45KJ][MM/Q/FW]E/\ :C^(7QN^(%[I'C+2_!UIX4\?_"CQ;\=?A'%X;TS5 M]/USPKX/\'_M'^-_@#<^$?'&H:AKNKV?B_6M3TS2/!/CI/$6EZ;X2@L=4UWQ M1X:&AW5AI6DZI-][5\S?!+]E?P/\"?&7BOQAX:\1>,-;.LZ-JGA#P=X?\23Z M')HOPH^'NN_%#QA\9]:\!^##I.BZ7J=_I.H?$?QQJVK'4O%U_P"(-=M=&TSP MKX8M=0CTOP]%]J^BKZWO[@1?8=4_LTH7\T_V?;7_ )P.W8,7+J(MF&.4R7W8 M;A126ROOU^]V7JE9-]6FP>[[?\!7_&]O(_&S_@X@_P"4,G[<'_8L_";_ -7_ M /"JO\FFO]7_ /X.%[+6(O\ @C7^VY)<^(/MD"^&OA/YEM_8MA:^:#\??A6 M/M$,C2Q[6(?Y0=VW8>&)'^4!0 5_L4_\$BO^45O_ 3L_P"S0/@O_P"HQ!7^ M.M7^P?\ \$D+'6W_ ."6?_!/%X?$?V>%_P!D/X,-%;_V%IT_DH?#,&V/SI)1 M)+M'&]P&;J: /TIHK!_L_7_^AI_\MW3/_CU']GZ__P!#3_Y;NF?_ !Z@#>HK M!_L_7_\ H:?_ "W=,_\ CU']GZ__ -#3_P"6[IG_ ,>H WJ*P?[/U_\ Z&G_ M ,MW3/\ X]1_9^O_ /0T_P#ENZ9_\>H WJ*P?[/U_P#Z&G_RW=,_^/4?V?K_ M /T-/_ENZ9_\>H WJ*P?[/U__H:?_+=TS_X]1_9^O_\ 0T_^6[IG_P >H WJ M*P?[/U__ *&G_P MW3/_ (]1_9^O_P#0T_\ ENZ9_P#'J -ZBL'^S]?_ .AI M_P#+=TS_ ./4?V?K_P#T-/\ Y;NF?_'J -ZM/1?^0SI/_83L/_2J*N._L_7_ M /H:?_+=TS_X]6GHNG:__;&D_P#%4X_XF=AS_P ([I?'^E1?]-J /\47]J#_ M ).6_:'_ .RY_%K_ -3[Q!7AE>X_M.AE_:3_ &A5=_,P\>Z^ M&?8ORKN.3M'"YP.!7AU '^A'_P &:G_)I_[;7_9P_P +?_5;>(*_L5K^-G_@ MSBMM2G_92_;6:RU?^S47]H7X7"2/^S+2_P#-8_#?Q 0^^Y=6CVC*[5R&SD\@ M5_81_9^O_P#0T_\ ENZ9_P#'J /!/VT/VC%_9!_9+_:&_:E?P@?'Z_ 7X::G M\1&\$#6_^$:/B@:;?:;9'21X@_LS6O[(\W^T/-^V_P!D:CL$)06KEP5_D)_X MC0++_I'6_P#XE W_ ,XNOZ0/^"SUCK4?_!)C_@H4\_B+[3"G[-7B=I;?^P]/ MM_.0:YXO\ (6H _NI_XC0++_I'6_\ XE W_P XNOZ: MO^"4G_!0N/\ X*>_LDP?M31?"8_!9)_BEXZ^&G_"$-XS_P"$]VGP58^%[PZR M/$'_ C7A,D:E_PDGE?83HZFU-D6^U7 G C_ ,>RO]-+_@U+M-5F_P""2EA) M9ZY]@A_X:B^.B_9_[(LKW#C1OAAND\^>19/GR/DQM7;QU- '],U%8/\ 9^O_ M /0T_P#ENZ9_\>H_L_7_ /H:?_+=TS_X]0!O45@_V?K_ /T-/_ENZ9_\>H_L M_7_^AI_\MW3/_CU &]16#_9^O_\ 0T_^6[IG_P >H_L_7_\ H:?_ "W=,_\ MCU '\)O_ >?_P#)3_\ @GS_ -DM^/7_ *G'@>OXEZ_M:_X/,;>_M_B=_P $ M_1?:G_:1?X7?'@Q-_9]M8>2!XW\$!EVVS,)=YPAK_;OO-.U_P"UW/\ Q5/_ "WE_P"9=TO^^?\ IM0!JU\X_M4_ M%_Q_\!?@_P"(/BOX$\%^!_'[>%$MCJ?A;Q?XV\2>"=0\0:AKVLZ+X4\$>%_! M5SX>\!^.TU'Q1XP\:>(-(\,V5MJ\&D:?;3ZC:7#WTJ>>D7N']GZ__P!#3_Y; MNF?_ !ZO)/BQ\&]<^*UQ\)+>_P#B&=/\.?#CXT^"_C-KNAKX0TVY_P"$VO?A MM:ZYJG@3P]0';U5_2^O MX <#\;_VH+WX.?%OPY\.4\!6?B30]-T/X2^+/C1XL/BY]*N? GACXW_M Z5^ MS5X#N?!NA1^'=3B\=ZE;^.KO6?$GB:SU+5_!]K:>!O#=S-I=[J6OZE9:7'/^ MRC^T[9_M-Z1\0]8MV^&FGR>#/'&O^%1X4\'^/M5\8>-=!L-'\8^-O"5A?_$[ M2=3\(>%;?PKJ/B7_ (0RXU/1+?0;KQ5HMPJZSIR:_+?:!>(WG7Q5_9!^(WQ: M^*0\;Z]\;O#,'A;7V^'GA/XA>%;3X2RV^JZ[\(?@K\?=&_:/^$GAG1-?C\=- M;:7XWM_&MKXB\-^/?&5]I%_I7B'P9XG/]B>%/#NNZ+;7EYZ1\*O@1\6?"_Q3 M\=_%[XI?'+1OB-XOU_P'X4^#WAFZ\._"72O $%G\+_!7CSXE?$/19_%^FV^O MZMI6K_$*]UGXFW]EJVJ^&[+POX7BT[1+*72?#EG>:QK+,^B[^\WY:IQ2UUTT M^;OL@[_]N\K[Z>]?3>]WVM966I]6T5@_V?K_ /T-/_ENZ9_\>H_L_7_^AI_\ MMW3/_CU(#>HK!_L_7_\ H:?_ "W=,_\ CU']GZ__ -#3_P"6[IG_ ,>H WJ* MP?[/U_\ Z&G_ ,MW3/\ X]5BUL]7BG22ZU[[= N[?;?V-8V?F94A?](AD:5- MC$-\H^;&T\&@#6HHHH *52 RD[L @G;C=@'G;GC=Z9XSUI** /R?T+X)_'KX M)_&KXV>-? __ 3RT7]H*'XK7GQ,T/3?$6@_MMZ!9_"?3/ /Q9^)%S\5/'VA M7?P+_: \&*?A1-\5/'#V/CKXU:)X)B^*'AOQ/XUMY]0T.:+1)+;0(?T+^"&@ M^,/"WPJ\&^&O'/@+X8?"O7]!L+C2D^&?P:UG6_$7PW\ :#9W]U%X8\)>'M=\ M0^'/!^H:JVB^'QI]IJMU#X4\.Z-_:R7D/A[2;;1(;#=^%?\ P5$\-^!?&W[: M^A^'_&'[;7[,_P"SG<:5^RGX%US3_AS^UQ\>?VLO@/X%U6WO?BY\5M/N?'?P MPU?]GG]K#]G+P_XB\67LMO#X=\<:+X@T[Q'K5CI.A^%M2BNH+&XC0?N#^S?I M]CI/[//P-TO2_%G@SQ[ING?"CP+9:?XY^''B3Q3XR^'OC"SMO#]E%;^)? WB M[QSXK\>>-?$_A/68U6^T+7O%OC?Q?XCU33YH+O5_$FL7LLM[,1^'_P E7HG) M=--UHK=6E;5 _B[Z7^;47YO;2]^B[H]HHHIZ!2Z!SM0NH<\\*2-QXYX&3QS0 M RBOB']F?X@_%63XM?&'X5?'RV^*.E?$B[/C7XO^ --\5ZU\)M:^'%W\ A\> M/B%X \"WWPUM_AQI5KXA\+7-CX>C\!0>)="^)FK:_P"(]1@U70];_P#?)_PH\N3_ )YO_P!\G_"@ M#A/B%\3?AQ\)/#C>,?BKX^\'_#?PFFH6>DGQ)XX\0Z9X9T4ZIJ G:RTY=0U6 MXMK=[RXBM;NY6W1VD6SLKZ^E5+*QN[B&/Q?\5/AA\/[CP?:^._B/X%\&W'Q" MU>WT#P%#XG\5Z)HK>,]9NS9K;6'ADW]["NLRSOJ6F112632V[3ZKI%OYWGZK MIT=U\T_MSWS6OPU\):'9>%=:N/$OQ \8:S\,M(^+.D?"GQG\79OV;?#?C_X; M^-O#/Q8^,]MX8\#^&_%6L/XG'PHU#Q;\.OA]!/I0TC5_'GCWP_I_B"[A\,-K M\!]%\0V%[XK\,V^G:NF@:A*(7'AWQ[\9OBIXFL+'5+ M1/L.LV/PST:YM7EMH+9A]*^7)_SS?_OD_P"%'1>E_OU7X6#J_6WW:/\ &XRB MG^7)_P \W_[Y/^%'ER?\\W_[Y/\ A0 RBG^7)_SS?_OD_P"%'ER?\\W_ .^3 M_A0 RM/1?^0SI/\ V$[#_P!*HJS_ "Y/^>;_ /?)_P *T]%CD_MG2?W;_P#( M3L/X3_S]1>U '^))^U!_R(*\,KW/]J#_DY;]H?_ ++G M\6O_ %/O$%>&4 ?Z$?\ P9J?\FG_ +;7_9P_PM_]5MX@K^Q6OX[/^#--6;]D M[]MK:K-C]H?X6= 3_P TV\0>E?V+>7)_SS?_ +Y/^% 'YC?\%I?^427_ 4/ M_P"S9_%'_I\\-U_C^U_L"?\ !:9''_!)'_@H>2C #]F?Q1R5('_(<\-^U?X_ M= !7^G/_ ,&G_P#RB.T__LZ7X[?^F7X7U_F,5_IT_P#!I\CM_P $C=/*JQ'_ M U+\=N0I(_Y OPO]!0!_2?13_+D_P">;_\ ?)_PH\N3_GF__?)_PH 913_+ MD_YYO_WR?\*/+D_YYO\ ]\G_ H 913_ "Y/^>;_ /?)_P */+D_YYO_ -\G M_"@#^"S_ (//_P#DI_\ P3Y_[);\>O\ U./ ]?Q+U_;3_P 'H"LOQ0_X)\;E M*Y^%OQZZ@C_F>/ _K7\2U ':_#7_ )*+X!_['7PK_P"GVPK_ '#+S_C[N?\ MKO+_ .AFO\//X:_\E%\ _P#8Z^%?_3[85_N'WD7;_\ ?)_PH 913_+D_P">;_\ ?)_PH\N3_GF__?)_PH 913_+D_YY MO_WR?\*0HX&2C >I4@?RH ;1110 4444 ?S2?\%4/VGOAY>_M1O\,O O[6'P M;\'>*/A?\+]+T_XD^&-;_;C_ &'OV,R-%UC0/VG?V,/VC]9U3 MQ?8V265WJ^E:%\0-&DL-+N]&-]X%TLZA!KOB']MOV&_$>L>+_P!BW]DSQ7XA M\4Z)XXU_Q'^SO\)M9UKQKX:ADM_#OB[5+[P?IDU[XET*"3P?\/C'I.MW!?4; M 1>!/!]JUO<(]CX>TZQ:WBK\I?\ @H);?'K7/VR]/UO]E+XO_LGW6F_#[X1Z M5;?M+_"*W_:<_90_9Z^._A[3%F^*0\0>+/B[J7Q/^!OQE\8W6GVB^/\ X6^) M_@_KVL7ND>%_AEXE\,>*IO$?@?Q/+CPEX)T_Q'K&J6'@/P7<>.O&'B MGQE/X3\)V^DZ)+XAUNXO&M#%:Z7;Z?ZS?Z5I^J"(7]M]H$!$MD(OW]V,?+C)S?#(QE5'C=H)%AN$21'>WF:&.X6&X1&+03-;S0W"Q2A) M&@FAF"F*5&9: /Q#_P"#A;P[HME_P1L_;_X1/P[_ - P?^!VI_\ MR=1_PB?AW_H&#_P.U/\ ^3JZ&B@#GO\ A$_#O_0,'_@=J?\ \G4?\(GX=_Z! M@_\ [4__DZNAHH P%\+>'T.4T\H3P2M_JJG'ID7PI?^$7T ;L:>PW*5;_B8 M:K\RD[BK?Z=RI;D@\$\GFOY!?^#F#_@J?^W?_P $_?VB_P!FCP+^R1\=;CX2 M^%?B!\ ]4\:>+=*@\"?#3Q:-6\36WQ-\6^'H=2:[\=>#O$U[:%-'TRQM!:V% MQ:V9$'G- T\DDC?S6?\ $29_P6C_ .CS;_\ \,S^SY_\ZF@#_5*_X13PZ>NF M@X _P!.U3@#H/\ C^Z#L.U'_")^'?\ H&#_ ,#M3_\ DZO\][_@CW_P7-_X M*D_M2_\ !2_]D/\ 9^^.O[4-YXY^$GQ0^)<_A_QSX2E^%WP8T--V%I,)M-U.SGS$$,AC9T;_1"H Y[_ (1/P[_T#!_X':G_ M /)U'_")^'?^@8/_ .U/_Y.KH:* .>_X1/P[_T#!_X':G_\G4?\(GX=_P"@ M8/\ P.U/_P"3JZ&B@#GO^$3\._\ 0,'_ (':G_\ )U:>B^$_#O\ ;&D_\2P? M\A.P_P"7[5/^?J+_ *?JO5IZ+_R&=)_["=A_Z514 ?XDO[3B+'^TG^T+&@VH MGQQ^+*(,DX5?'NOJHRQ+' &223W)->'5[G^U!_RXA5LD Y8, M1V(%?V#_ /")^'?^@8/_ .U/_Y.K^0O_@S4_P"33_VVO^SA_A;_ .JV\05_ M8K0!^5O_ 6=\-Z':_\ !)C_ (*%7-OIXCG@_9J\3R12?:]0?8XUOPX =DMV M\;<$C#HPYZ5_D,U_L!?\%I?^427_ 4/_P"S9_%'_I\\-U_C^T %?Z:'_!J9 MH.D:A_P25L+F]LA/.?VHOCI&9/M-[%\B:-\,=J[(+F*/C<>=FXYY)XK_ #+Z M_P!.?_@T_P#^41VG_P#9TOQV_P#3+\+Z /Z,/^$3\._] P?^!VI__)U'_")^ M'?\ H&#_ ,#M3_\ DZNAHH Y[_A$_#O_ $#!_P"!VI__ "=1_P (GX=_Z!@_ M\#M3_P#DZNAHH Y[_A$_#O\ T#!_X':G_P#)U'_")^'?^@8/_ [4_P#Y.KH: M* /X(/\ @\PTO3]+^)W_ 3]6PMOLZS?"_X\-*/.N9M[)XW\$!3FYFF*X!(P MA4'/()Q7\4U?VT?\'G__ "4__@GS_P!DM^/7_J<>!Z_B7H [3X;@-\1/ 2D9 M!\:>%@1SR#KEB".,'IZ'-?[=EYX3\._:[G_B6#_7R_\ +]J?]\_]/U?XBGPU M_P"2B^ ?^QU\*_\ I]L*_P!PR\_X^[G_ *[R_P#H9H Y7_A$_#O_ $#!_P"! MVI__ "=7^;3_ ,';UA9Z;_P5+\*V]C!Y$)_9#^"LA3S9YOG?Q-\4 S;[B663 MD*.-^T8X YK_ $MZ_P U3_@[K_Y2I>%/^S0/@G_ZD_Q1H _ERK]\?^#96SMK M_P#X+)_LRVMY%YUO)X:^/Q>/?+%N*? +XCNOSPR1R##*#\KC.,'()!_ ZOWZ M_P"#8K_E,W^S%_V+/[0/_J@/B30!_J._\(GX=_Z!@_\ [4__DZC_A$_#O\ MT#!_X':G_P#)U=#10!SW_")^'?\ H&#_ ,#M3_\ DZC_ (1/P[_T#!_X':G_ M /)U=#10!SW_ B?AW_H&#_P.U/_ .3JLVGA_1K&X2ZM+$0W$>[9)]JOI=N] M2C?)/=2QG*DCYD..HP0#6Q10 4444 %.0D.I !(9< ]"M_M"?$:\\;?MM_M/:3XG\)_M2?'WXV3>!T_X)':/\??#7A' MXN?%KQ+K<_Q!T^;XB^(OV)/B')\:_">EWMV]IX-3QKXK\?\ A/2H](T#6O"2 MV]QI6DZA#_4G^S__ &7_ ,*(^#(T/Q7K'CO11\,/!2Z1XV\1?#VR^$FO^+M, M30;);'Q%K/PJTWPOX'T[X;:GJUL([N[\#6'@OPG9^&)I&TFW\.Z1%;+90_BS M_P %;O 7C/Q;\OVOQ%_;L:QT/X$^$I/ OP]^ 'PD_;R\:_ ^Q\9>'/B? MXNU#Q+#\1?$_[&WQ(\!JFE?%GP'J=WX>\:VL@;XM_#_4_ _P@\9>!-7;PQ=^ M*_"7B+]6_P!AF1IOV*?V2)G\?:G\56F_9R^$,K?$W6].\3:1K7Q ,O@K29!X MOUC2_&NIZUXSL=4UT,+[4(/%VK:AXG%W+*^NW']IOKFG^3]OL?M.W[/]LMO/W_<\GSD\ MW=G^'9NW>V:IT4"/QU_X)UO"WQM\6&S:,^,I/@+\19/VKA 0=4_X:.'[=GQQ M3PJ?B9M_?#XB#P/_ ,)Q%H@UP#6_^%:Q>'$L?^*/B\,A?UZO]5T_3!$;^Y%L M)RXBS#X:25+:&&!7$,2(LH9E^Z2N?0D?RHZ)=O\V_N5[+ MR![M][?@DOO=KL_'3_@NOX=\2?&3_@DY^V#\,_A)X7\5_$SXB^*O#_PQ@\-> M!O OA7Q'XF\5Z_-I_P ;OAKJ]_%I&A:5I=SJ&H266DV%]J5TEM!(T-C9W-RP M$<+D?YE?_#M3_@HG_P!&(_M@?^(X?%[_ .9&O]F(32J?#K_@FW^PCX!\?:9K?@OQQX,_9:^$OAOQ=X0\3^']=T7Q)X9\0:9X>A@U' M1==T>_TV&^TS5+&8&*[L;N&*X@D!26-6&*_1+[5<_P#/Q/\ ]_9/_BJ89922 M3)(23DDNQ)/J3GDT _Z":_^ >I?_(5>._%_]K+]E[]GNST+4/CY M^T'\)/@E8>*+F_L_#-]\5_&FE> ;3Q#>:5%:SZI::)<>)I=-BU.YTV&^L9KZ M&S:62UBO+5YE19XRWT+YDG]]_P#OH_XU_%E_P>F<#/K@>E ']*G_#U/\ X)C_ /20C]CG_P 2 ^'?_P NZ/\ AZG_ M ,$Q_P#I(1^QS_XD!\.__EW7^-[10!_N)6WC/PM>VUK>V>M075G>VUO>V5U; MV^H36]W9WD*7-I=VTT=FTNT\R3^^_\ WT?\: /X2_\ M@Z\_9G_:/_:6_:@_92\0_L\?L_\ QM^.&@>&?V<-7T'Q%K7PJ^%'CWQSI>AZ MY-\6/&>IQZ/JM[X>T"_@L=2?3KNUOUM+EHYFM+F"=5,<@-?RI?\ #M3_ (*) M_P#1B/[8'_B.'Q>_^9&O]F-9YTR%FE4$Y.V1QD],G!'-.^U7/_/Q/_W]D_\ MBJ /\O#_ ((@?L._MH_!_P#X*N_L3?$OXK?LD?M+_#?X=^$/BO-O M@9\3?#7A7PYIS>#/%-H+[6M=U7PQ:Z=IMH;JYM[<3W4\<9FFBC#%W4'_ $Z/ M^$J\/?\ 037_ , ]2_\ D*NF-Q<,"&GF8'J#*Y!^H+8IGF2?WW_[Z/\ C0!S MG_"5>'O^@FO_ (!ZE_\ (5?*/C7_ (*-_P#!/OX:^+-?\!?$7]MK]E[P%XY\ M*:C/H_BCP;XQ^,W@OPYXH\.:O:D"YTO7-"U74[74M+U"W) FM+RWAGB) =!F MOM'S)/[[_P#?1_QK^=+]J[_@V9_8"_:X_:(^,O[47Q3^*G[4.@>.?C9XZU3Q M_P",++PIXX^%^D^$-/USQ!C_"S]O']B3XY^*E\"_!/] MK;]GKXO^-WTZ_P!83P?\,_BCX8\;>)VTC2T234]470_#U]?ZB=/TZ.2.2^NQ M;^1:HZ-,Z!AG\!Y/^#0C_@F7$T:3?&3]LB%YKE+.!)OB%\'87GO)%E:.S@63 MX+*TUW(D,SI:Q!YW2&9EC*Q2%?N'_@GK_P $!OV,/^";'[12_M*? 7XB_M"> M)_B%IW@GQ5\/Y-(^)?B_X>ZUX%M6@U)K*WCN=)D MEU..!HV:_Z":_\ @'J7_P A5H:1XN\-1:KIDLNK1QQQ MZA9222/::BJ(B7,;.[,;(!5502Q/ )-:?F2?WW_ .^C_C1YDG]]_P#OH_XT M ?Y /[1/_!.G_@H!KW[0/QTUS1?V(?VM-5T;6OC'\3M6TG5-/_9X^+-W8:EI MFH^-M;O+"_L;N#PG)!=6=Y:S17%M<0N\4T,B21NR,"?'/^':G_!1/_HQ']L# M_P 1P^+W_P R-?[,OVJY_P"?B?\ [^R?_%4?:KG_ )^)_P#O[)_\50!_);_P M:A?!CXQ?LT_LS_M>^'OVA_A)\4?@=KOBCXZ?#?6?#6C_ !5^'?C+P-J6OZ38 M> -30VMS=6\;PPW$L<3N';;7]5?_ E7A[_H)K_X M!ZE_\A5TK3S-@M+*Q' +.QQ],DTWS)/[[_\ ?1_QH _,_P#X*V6.I?$W_@F' M^W5\//ASH^O^._'OC+]GSQ%H7A+P9X2\.Z]KWB?Q-K-QK&@2PZ5H>BZ=IL]_ MJ>H2Q032QVEI#+.Z12,J$*:_RSO^':G_ 43_P"C$?VP/_$*?\ :KG_ )^)_P#O[)_\50!_C-?\.U/^"B?_ $8C^V!_ MXCA\7O\ YD:_T/?^#9[X>?$+]GW_ ()@V7PZ^.WP_P#'OP=\?1_M'_&;7F\& M?$KP3XJ\&^)AH>K:1\.H]+U@Z+KFD6=^--U"6POH[.[: 0W#V=RL3-Y38_HH M^U7/_/Q/_P!_9/\ XJF--,QRTLC'IEG8G'IDF@#F_P#A*O#W_037_P ]2_^ M0JX+XF?'_P"!WP6\(7GQ!^,7Q9\"_"GP%IUYI^GZAXV^(NN0^#?"EC?ZM/\ M9M+LKO7]>6QTRWN]2NP>9)_??_OH_XU_/=_P='.[? M\$:OC4&9B/\ A'_ !/I MNN:!X@TO3M.[;PW?:OXP\'W6EV>MS>'=!OTTVYU&UM M;FXLH;LQ/_^9&O]F-9YTSMF ME7/7;(XS]<$9IWVJY_Y^)_\ O[)_\50!_CC^ /\ @F]_P4*L?'?@J]O/V&/V MN[:TL_%OANZNKF?]G3XMQ06]M;ZQ9S3SS2R>$ECBBBB1I))'941%+,P4$U_L M,W7BSPX]S<,NJ(RM-(586>I8(+D@C_0N0>U;_P!JN?\ GXG_ ._LG_Q51^9) M_??_ +Z/^- '.?\ "5>'O^@FO_@'J7_R%7^?K_P=#?LF_M3?M%_\%)/#7C[X M!?LV?'SXT>![?]EKX1>&Y_%_PQ^#WQ#\:^&X?$&E^(?B-/J6BR:QH'AV^L4U M2PAO[*6[L6F%Q;QW=N\D:K-&6_T+?,D_OO\ ]]'_ !IZW$ZC"S3*,YPLC@9/ M? /6@#_&;_X=J?\ !1/_ *,1_; _\1P^+W_S(U^VO_!O!^QE^U_\"O\ @K'^ MSO\ $SXT_LK_ +1GPH^'6A^'_C?!K?CGX@_!3XD^$_"FD3:Q\$?'^D:3%J.N MZUX:L]/M)-2U:]L]-L4EG5KF^N[>VB#22J*_TL/M5S_S\3_]_9/_ (JD-Q<, M,-/,P/4&5R#WZ%L=: .9_P"$J\/?]!-?_ /4O_D*E'BGP^Q"KJ09F("JMEJ9 M9F)P ++))/ ZFNB\R3^^__ 'T?\:MV$DGVZR^=_P#C[MOXC_SV3WH ^$=? M_P""FG_!.3PIKNM>%_%'[=W[)OASQ-X;U;4= \1>'M<^./@32];T'7='O)M. MU?1M8TR]U>&\T[5-+U"WN+'4+"[BBN;.[@FMYXTEC91D_P##U/\ X)C_ /20 MC]CG_P 2 ^'?_P NZ_R??^"A7_)_?[<7_9X'[2__ *NCQK7Q_0!_M*_"7]N# M]C/X^Z_?>$_@5^U3\!?C/XITO2)O$&I^&_A9\2O#GCO7=.T&WN[/3[C6[W2O M#=WJ-[:Z3!?ZCI]E-?S0I;1W5]9V[2"6XB5OHNT\0:-?7$=K:7PFN)=WEQBV MO8]VQ2[?/-:QQC"@GYG&>@R>*_SKO^#/$D?\%$?C\PR&'[&GC, C@X/QB^"F M1GK@X&1WP/2O]&LNY&"S$>A8D4 -HHHH ***4#) ]2!SP.?4G@?4T ?SA?\ M!8#X9>)?'/[3_@*]OOV8_AK\4/ MM\ = M]%^)6N?LE_"S]I3Q]'A\/:7X2BTOX-?#RPC\*Z)X'\/?#'1_#BVWAJPB&C:9\./"/C' MXA^%? EE8%3!#X5\.^/_ !OH^BJOV.Q\5Z]#&NI7'\J__!6?]JO]ASQ_^UOX MNUS5=-^+T'QE^$6A^&_V5?$FA?%7]E[_ ()TS?#?7KW0OC'XHL]'\0^!/$__ M 4.37_%=[H7_"6_$"]35O'/PC\"W'A4> K9?&NO74GAC39-5M/ZIOV5-+GT M/]F']G?1KJ#PW;7.E?!?X$8)+;PQI\1B\,7OP:T7PY\(KK0 MDVA=,N/A?X?T3P#+:B-O"NF6>CFUA4C\#?\ >^^[FTU\FK^JOKJ#^)?X?R4$ M_1W3_P"&T7O=* 20 ,DD #U)X I*XSQ?HOCS6)O"[^!OB5:_#A-+\06^H>*# M=?#C1_B(?%F@1O 9O#MN-7US1/\ A%YY0DVW7[ ZA=Q^< MDWDKN ,?X=_%K MPE\4YO%J^#K7QG+I_@[Q-K_A"]\1ZYX"\6^%_">NZ_X4\3:]X-\46W@;Q/X@ MTK3](\=6WA[Q1X9UG1=7U'PO/KGXS?#F&3Q+ MK<_A[P[J'P^\0Q'56N]"^'UR^H>+[#P2WA6>/X;IJ$?W9>W%_!Y7V+3/[2WE M_-']H6UAY( 78;_\D6_8"_[*?^T+_P"HK\): M_LN_M#7O^A7/_A0Z7_\ &Z_C!_X/*KG4)_@Q^P,+W23IJK\3OV@S&_\ :5I? M^NVV53%L 4[GR&W8'*F@#^"*BBB@#_<$^&G_ "3#X6?]DM^&W_J# MZ#7:5Y?\-=0UW_A6/PM \,$@?"_X;@-_PD&F#1G!Y%= MG_:&O?\ 0KG_ ,*'2_\ XW0!NT5A?VAKW_0KG_PH=+_^-T?VAKW_ $*Y_P#" MATO_ .-T ;M%87]H:]_T*Y_\*'2__C=']H:]_P!"N?\ PH=+_P#C= &\,$@$ M[02 6P6V@GEL#DX'.!R>@YK\N?VVO$5GK^E_">W_ &GOACIGPW_9STKXU?%S M3O&=[\0O'/@#Q=X%\=64?[)7[21^$_B;78=$O;FR\+12_$&WT.?P;HGC46VL MI\1;SP4FEPCQ7::0%_2C^T->_P"A7/\ X4.E_P#QNHIKG5KF)[>Z\'P7=O(8 MC);W>LZ-=6\C031W$#203P21.T%S##<0LR$PW$,4\966)'5/56_K=/3ST_$% MO_7X^7<_"7]K&6^\2_LL?LQW^L>.?A5XB_:.\"_LA:9\++CX0_%;Q%XAL?BG MH_[4/Q*^'_[)GC'PO\0/A=;:7H.OWUS^U5X.O8-#&F>%]2?PUXMO]!^*%_XA MTWQ-IVE6/BU+[Z)_9!_L_P#X;&\=_P!G/IK_ !0;1OV^Q^UD=/:(ZT?$L/[? M.D1?LS-\1UA)G74/^%3?\)./@X=9"RGX4?:/^$1SX2V5^J4EWJ\TDM:-'/=M:P_9K5KN9(%ENFM;;_1[9KAY#;VX$$)2(;*J^M_*2 M_P# O\G^BZ!TM_A_\E_X9>FO=G0T5A?VAKW_ $*Y_P#"ATO_ .-T?VAKW_0K MG_PH=+_^-T@-VBL+^T->_P"A7/\ X4.E_P#QNC^T->_Z%<_^%#I?_P ;H W: M*PO[0U[_ *%<_P#A0Z7_ /&Z/[0U[_H5S_X4.E__ !N@#=HK"_M#7O\ H5S_ M .%#I?\ \;H_M#7O^A7/_A0Z7_\ &Z -VBL+^T->_P"A7/\ X4.E_P#QNC^T M->_Z%<_^%#I?_P ;H W:_GO_ .#HW_E#7\:O^RR?L[_^IV]?OG_:&O?]"N?_ M H=+_\ C=?S[_\ !T%>:K-_P1Q^-$=UH1L8#\8OV>2US_:]C>;6'CI]J^1 M@D;>>-P.%ZGB@#_+LHHHH _VHOV+/^3+_P!CG_LTW]FS_P!4OX)KZ6KY._8O MO];7]C+]CQ4\-&1%_90_9O5)/[>TV/S$7X,^"@DGEM'N3S% ?8WS)G:W(-?2 MG]H:]_T*Y_\ "ATO_P"-T ;M%87]H:]_T*Y_\*'2_P#XW1_:&O?]"N?_ H= M+_\ C= &[16%_:&O?]"N?_"ATO\ ^-T?VAKW_0KG_P *'2__ (W0!NT5A?VA MKW_0KG_PH=+_ /C=']H:]_T*Y_\ "ATO_P"-T ;M%87]H:]_T*Y_\*'2_P#X MW1_:&O?]"N?_ H=+_\ C= &[3XY'BD25#M>-U=#@'#(0RG!R#@@'!!'K7/_ M -H:]_T*Y_\ "ATO_P"-TJZAKFX;_"[[,C=L\0:47VY^;:&C"[L9V[B!G&2! M0!^(W[0?_!$C_@AU!XK\1_&G]I#X)^#O"?B'XQ?$K7=9UKQ?XW_:0^,7@?3_ M !9\2O'6I:MXLUP6$#_%#2M(AN]0NY=8UJ>PTNVMM.TC3H;JY:*PTJS9X>1\ M4?\ ! K_ (()^"/%7@WP+XP_9W\->&?&OQ$N+FU\!>$M9_:0^/=GXB\8SV5Y MIVGWB>'=*?XI?:]26TO]7TFQN9H(S##=ZG86TDBS74*/]<_M(/&,GQB^%OBO MX$>$/VG?#'QD\(Q>&O@3X!TS2/!UR?V>?'?@X_'SX-:K\7_"?Q1U[7?!FH7, M?A[3_A*FI>(--\<:CK_A'PG=Z%I>L:EX5\3Z_P"/?"LVDV M7\TOO2W[:M+U MOIIJ=&_)O?S2_*[MIMO9Z7OV&O\ @FA_P3+_ &//B1\1?BE^P[\-/#GACXAV M5MKOP%^)NM^'?C)\0/B<="GBO?"GB[Q%\.O$&G^)_'/BK2M \36-S9>$M4U. MPDM;3Q!IL4EG%/\ 9XKR6&7]/J^)/V9-5U@_%3]NO[/\//%NCV.J?M9CQ!HM MSXCT+6_!FG>(=$_X9]^!?@A]=\+ZCXE\.Z/IOC'2I?%/@'Q9ITVN>&I]3L)+ MO36N6N&M=0TR\U#[%MKS5I9TCNM!-E V[?<_VQ87?EX4E?\ 1X$$K[V 7Y3\ MN=QX!HZ)]U%_>D_U#9M=F_NOI^!K4444 %%%% &7XCT/0?&6EOH7C/P_X?\ M&>AR0M;R:'XPT+2?%6C20,AC:%])U^SU'3WB:,E&C:W*%"5((XIN@Z!H/A70 M](\,>%="T7PQX9\/:=::-X?\-^&]*L-"\/:!H^GPK;V&D:'HFE6]IIFD:586 MZ);V.G:?:V]G:0(D-O#'&JJ-:B@ HI0"2 220 ,DDG '1:DLNJ,19*:O3NTOFW9?BT@_X+^[4 M]EHKXY_9T_:QE^/7CG7?#%QX A\(Z)J?@?Q!\6/@_K\'BB37[SQK\,?"WQO\ M:? 36-0\7:1)H&CQ>#?%#>)O"FE>*=/T73-2\5Z=+X1\;Z-%;_ /)%OV O^RG_ +0O_J*_"6O[ M2Z_F)_X.9_\ @GA^U_\ \%"/AC^R#X=_9%^$C_%C5_A=X[^,FM>.K1/&7@/P M>=$T[Q5H'P[L= N#+X[\3>&;>_%_D MOV;4](\*Z1INHVWFQ,\,OV>]M9X?-A=X9=F^*1XV5CT] !1110 4444 %%%% M !1110 4444 %%%% !1110 4444 %%%% !7\]_\ P=&_\H:_C5_V63]G?_U. MWK^A"ORV_P""RW[$7Q5_X*(_L"?$+]E;X+Z]X$\-?$#Q9X_^%7BK3]7^).J: MSHWA*'3_ -XD?6=6AN[_0- \3:G'=W%L0EA'%H\\4LV4GFMTQ)0!_D(45_5 MU_Q!]_\ !2;_ *+1^QC_ .'&^+'_ ,Y&C_B#[_X*3?\ 1:/V,?\ PXWQ8_\ MG(T ?WT?L6?\F7_L<_\ 9IO[-G_JE_!-?2U>0_L]^ -9^$W[/OP#^%'B.YTZ M\\1?"SX(?"/X:^(+S1Y9Y]'N]=\!?#[P[X3UBZTF>ZM[2ZGTNXU'2+F;3IKJ MTM+F6S>%Y[6WE9X4]>H **** "BBB@ HHHH **** "BBB@!RNZYVLRYZ[21G MZXHWN 0&;# *PR<%0<@$=P#R > >13:* %+,V 22%& "2<#T&>@^E)110 44 M44 %%%% !1110!7O+2WO[.\T^\C,MGJ%G=6%Y$LL\#2VE];R6MU$MQ;20W-N MTMO+(BSVLT-S 6$MO-%,B2+\N^(OV:C8W_[+]O\ !K6?#_P]\'?L[_'J3XX7 MWASQ79_$#XG:EXKEN/!'COP'=:!I/BG7_B0FL: ]QI_Q(\2:H-1UB?Q7;6VJ M6>@Q6FDP:9!J-G??55%"T=UO=/[G=?<]0\O5??HSXV_9R_9.N?@)XYUSQ+=> M/K;Q=H.D^!_$/PF^#N@V_A>70=0\&_##Q5\Q\9ZO+KVKP>,/%4?B M3Q5I'A73]8TC3?"^F1^$_!.E7-SI$VN:SJMQ%]=7W]K8B_LLZ6#E_/\ [3%Z M1C"^7Y/V,@YSNW^9QC;MYS5^BCR_K>_YNX?K_P -^2,''BSU\*_]\ZW_ /%T M8\6>OA7_ +YUO_XNMZB@#!QXL]?"O_?.M_\ Q=&/%GKX5_[YUO\ ^+K>HH P M<>+/7PK_ -\ZW_\ %UCZCKVJ:;>6>D3ZW\,K?Q)K,-T?#'AO5_$;Z#J?B:\M MXV,=GI<&HW:7=S$]QY5O=WME9WJ:VKD/$_P /? /C:2*X\8>" M/"7B:_M=+UG1-.UG6?#NDWWB/0]+\16,^FZW;>&?$T]H^O\ A=M2LKF>*>Y\ M/:CIMSN83+*)D1U!KS/S^_8*_:D^.7[9WPP^*FMIK/PCT[7= U3P/X6\/>+- M-^'_ (KTRP\-_$;Q;\,=#\8>.?!6H_#[6/'M]>^./#7P@\6:Y;>'?"GQ7L?$ MN@^#_P!H'P^W_"4^"KR31;8Z[?\ .6OQ^_:\UG]G?X7?%OP[\1_@+>^(?BG^ MTP?@S\+;.?X%^*8],^,G@SQ5\>F^&7P_\6O9I\9#<_#TGX:>%?B!\9M4N[*\ M\607WA.'3[B*VL19S?:_HSX5_L:Z)\(=$US2O"_QK^-37VO^$_!OPWOO$=Q< M?#>UUG_A5GPK^$?C#X/?!OP!&-)^'>GZ=';_ MT[QG?>-=(\50V,'C3Q!\0 M=/TG5/%>NZOX?MI/#$WJ>F_L\?#W1[?]F73-+&L6?A_]DW2Y=.^%7AJ.[M3H MLEQ'\);KX*Z-KGBB)K$W&K:WX:\#ZKXBCT.[M[C3TAUCQ+J^KW4-U.UHML_T MY=.^W-^"MJWOJW\0NEM?M:]G;3UU=^FVB5['K4P\3^;+Y!\,>1YC^3YBZT9/ M*W'R_,(8 OLQN( !;. !Q4>/%GKX5_[YUO\ ^+K>HI 8./%GKX5_[YUO_P"+ MHQXL]?"O_?.M_P#Q=;U% &#CQ9Z^%?\ OG6__BZ,>+/7PK_WSK?_ ,76]10! M@X\6>OA7_OG6_P#XNC'BSU\*_P#?.M__ !=;U% &#CQ9Z^%?^^=;_P#BZ,>+ M/7PK_P!\ZW_\76]10!@X\6>OA7_OG6__ (NC'BSU\*_]\ZW_ /%UO44 8./% MGKX5_P"^=;_^+HQXL]?"O_?.M_\ Q=;U% &#CQ9Z^%?^^=;_ /BZ,>+/7PK_ M -\ZW_\ %UO44 8./%GKX5_[YUO_ .+HQXL]?"O_ 'SK?_Q=;U% &#CQ9Z^% M?^^=;_\ BZ,>+/7PK_WSK?\ \76]10!@X\6>OA7_ +YUO_XNN"^(OQ2T;X1: M):>)?B;XO\">#- O]8M/#]EJFJ6OB^XM[G6[^&ZN+/38TTFRU*Y$]Q!97OA5XJ\6Q7'PTT27X^Q>"[S7] L=.^#_ (PC^%?Q-^&? MA?3[/]G/Q!I>@:?XOU?7?@+HOB#Q)X/_ &P&\;Z]K%B?B9JF@77@@7VBZ?J- MWH_SWX _:V_:/_:#7]H/5_A[\7;G6OAS%^TW\!]5@F_9O\*^$_BM\7_V?_V1 MOB7\#O$VO:'-H'AC1?#WCS4MJ_$#5=>\+>+?$7A6W\?>-]& MA@T;3_#D\F@_J-#^R7\"K;Q9XN\:VGAWQ/8:]XRNO$5]=MIOQ,^).F:9X?#K1M.\56NF?#6X^*WCGP;X;\2?%1_!%MHG_ L"\TZ2V\1B M\TW4]8L=1T/%W[+GP/\ &7_"QI;KPE?>&-1^+&O^"_$_CK7OAGXL\5_"OQ'J M>M_#_P -S>#O"]U9:[\/=8\.ZCH<%MX3NK_P]J.G:/-9:;KFFZGJ2ZQ9WMQ> M2W-+HD]TDGZJ2;=[:W2MLG9M;,.K?2[=O+EM;RUU[=;:6,S]EWXD?$KXR?LS M_L]?%SQ5#X4M?$_Q.^"GPQ\=^(X1I^K:8/[=\3^#](U;59O[,MYI+?3/M5]< MSW?]FVTDEMI_G_8[9V@AC)]UQXL]?"O_ 'SK?_Q=6="T/1?"^A:%X7\-Z58Z M%X;\,:)I'AOPYH>F0+;:9HGA_0-.MM(T31].MUR(+#2]+L[6PLXWC0L MQ!8ZM4]WZ@MEZ+YZ;_,P<>+/7PK_ -\ZW_\ %T8\6>OA7_OG6_\ XNMZBD!@ MX\6>OA7_ +YUO_XNC'BSU\*_]\ZW_P#%UO44 8./%GKX5_[YUO\ ^+HQXL]? M"O\ WSK?_P 76]10!@X\6>OA7_OG6_\ XNC'BSU\*_\ ?.M__%UO44 8./%G MKX5_[YUO_P"+HQXL]?"O_?.M_P#Q=;U% &#CQ9Z^%?\ OG6__BZ,>+/7PK_W MSK?_ ,76]10!@X\6>OA7_OG6_P#XNK%K_P )#YZ?;SH!M?F\W["NJ"Z^Z=GE M_:6,.-^-^X?=SMYQ6M10 4444 %%%% !1110!7O+NVT^SO-0O9EMK'3K.[U" M^N7#LEM96-O)=WERZQJ\K);VT,LSK%')(RH1&CN54_'/CKXXQ>+/$O[$WB[X M(_%4ZC\+_B=^U%K'PM\*:#4IM4T[9;#[/!*D,I(92&4@D$$'(((Y!!&01R#R*\ MV^(OPH\'_%7Q'\+O%GC1O%5WKOP9\K*UNKZJ\7\E)-^MUI8 M.C[V=O5JR]+;W/FC]F;X@?%5OBW\8?A5\?+;XI:7\1[P^-?C!X T[Q7KOPGU MSX;W7P"'QY^(7@'P+>_#6V^'.E6GB#PI=6'AY/ 4'B30OB5JVO\ B+48-5T/ M6XKRUO7\0Z98_;]>+_#3]GOX2?"'Q/XQ\8^ ?#=YI?B#QPLMKJMUJ'B?Q3XC MM])T2?Q7XD\>7'A+P3IWB+6-4T_P%X+N/'7C'Q3XRG\)>$;?2-#E\0ZWG3L[Z9>)9O)J+7< B64^7++(@M!,5 B5N M2=Y I=$NJ23\[=?-VM=Z7=W8.K[7T_KUO9=%97;U-VBO)?B5XM\'_"3PI)XR M\;^+/'=MI)UKPWX8TVST./6?%7B7Q'XL\9:Y9>&O"/A'PIX5\.:/J6O>)?$_ MB;7M1L],T?1M)L;BYGFE>>40V5M=W4'E'AS]I[]GGQ=XD^%WA7PW\7?%VKZG M\8]%\.ZWX'NK?3O%\>@G_A,5\;GP;X?\5^([GPQ!HO@+QKXOE^&?Q'LO#7@C MQI>:'XHU34O ?B?3(M,6_L8;>Z/\[?/>WK;H'_#_ "[GUC17R!K/[5O[/.A? M#V#XGWGQ*^)\WA:Z^(/Q/^&%K!IW@OXEZCXON?%WP5/BR7XN11_#^V\%/XX3 M1OAUIG@7Q=XA\4^(;C0(-'L?#>BRZRMU-;7NEB^^E=-LM/UG3=,UG2/%NOZI MH^M:;I^LZ/JEAX@2YL-4TC5K.'4=+U.PN8[4QW-CJ-AXUE-[3,MS M_: I:CI>B MZ=X9TOQ3X[\3:O/H?AC7?''B2XT[PKX,\/:WK]UIGA3P3X7\1^,/%6J1V!L= M"\.Z)>WU[.CFU@N2X'O=%?,^A_'[X'^)?B'/\,/#WQ2\7ZWXHC\,W'BNSGTF MQ\6ZCX5U^QLO!/A+XEZCI'A/QE9^&9_#7BWQGI?PW\?^!O'VI>!?#NHZEXNM MO"?B[0]5_L=Q<316_.R_M3_L]0>"/@]\29/B?\11X$^.FBV7B?P)XF7PQX_? M3;3PIJ&O>&/"MKXL^(4B>$6?X6>'&\5>-?"/AF;5/B&GAV.UUOQ#8V=RL(AU M*6P/Z_/_ "?W/L'_ _Y?YK[T?75%8K>'6BE:*;7?%D;QR&.5&UDAD9&VNK# M[+PRD$$=B*S--T*_:T4ZGKOB=+SS[P,L>LH%\@7MP+(XCMF7+60MV?G.\MO" MON4 '6T5\[^*/C1\(O!GQ4\,?!CQ'\1/&UCX\\6/X4@LHHK/Q-?>&-'O_B!= M^*-/^'&D^,_'%CX?N/"'@C6/B3J'@CQA8?#_ $SQ3K.EW7BF\\.:C!I\;.UE M]KX'3?VM_P!F[5OAUXG^*]E\5?B*W@;PAXB^'7AO6]2G\)?$>UOXS\7[G1K? MX3>*+/0;CP7'K5]\.?B5#X@TK5/!WQ,M[%O NJZ+-/JIUZ"VLKPPG^=OGIIZ MZK[T!]C45XKJ/Q#^'&E?&_1_V<;WXA>*(_C/KOPT\1?O!T5SJEQGX=^%? M%.E>"]8U^[UR#29- T]U\2:S9V&GZ3?:G;ZSJ\<>H7^F6%U8:7?W-OZ4^@ML M?9K_ (JW[&V?\3K^/:=O6U ^]CJ0/<4?U]SL_P 4UZJP?U^"?Y-/T:?4Z"BN M5T[0KUM/L6U'7?%"ZBUG;M?HFLJ$2\,2FY5!';,@59=P4(S+C[I(Q7@?B']I M'X!>$O'OBWX<>*/BUXMT#7? NA^*-;\5:OJEEXKM_ >E/X'^'=C\7_&?AK_A M8?\ PC;^#;SQWX4^$NIZ=\3-=\"6&L7/BFR\%WD6K_V9)MG@A+@?4U%?+6A_ MM%?!/7]&^'VM6GCSXH6,?Q,^,9_9]\/:5K_A/X@^'O$FE_&9;6ZOF\ ^/?#V MK^$+34_AMJWV"U&H0S>.X=!T^]LK_1I].O+P:SIHN.\\$>._"/Q$\0^/O#GA M75_BU<2?#;Q-K/@SQ)K^I>'O%FA>"KGQ7X;U6;1/$N@>%/&FL:!9^'?&>H>' M=6MI[#7$\,WVI1Z=<1.L\@ )H_K\O_DH_>NZ#^OS_P G]S['M-%F7'Q2^(27?PKBU1]/;_5OV@=,^(.I_"ZRFTGQAIIU0_"@3+\2 M=%UZYU+PQ:67@OQ;X-O;34-)UKP;XMN='\40ZQI6KZ?%I,LNEWIA _X8^C:* M\$^$GQ6^&GQRM_$E[\,_&OQ#UK3O#&HVUC<:MJ6D^+?"^D:]:7\FIPZ5XH\# MZKXF\-Z38>/?!&M3Z)K,&C>,_"-QJ_A_49=*O!#>[/L[W'I]YH5^)M,%GKOB MAH6ORNIEM90E+#['=L'C+VZD/]M%HN8P[[68;=I8@ ZRBN'\22Z#X.\-^(O& M/BOQMKGA_P *^$= UKQ5XHU_4]?\C3="\.>'-,NM9UW6=0F%F[1V6EZ597=] M=,B22"&!_+CD?:C?+]S^V7^S/8>%M+\6ZM\3OBMH5CJ'B;7?"NH:1KO@+XH: M1XQ\%W/A;0?"?BSQ5K_Q(\%7G@F+Q/\ #SP-X7\(^/\ P!XN\0>//%>F:;X4 MTOPSX[\(ZM<:HL&M6XH_K]/S ^V**\&E^)_@,Z]\8_"FF:Y\7_$WBWX"S>![ M?XD^$_"?A+QSXA\26L_Q&L+C4_"$?A72;#PN]Q\0$U+3[.^NIKOP.-?L+!+& M^CO+N&>RNXH=GX5>,_!WQI\ Z#\3?A_XH^(%YX1\22Z_!I=QKMOKGA/53<>& M/$VL^#M=@O?#_B31]-UG3Y;#Q'X>U?3B+NSB6X^R?:K1I[.>WN)0#V"BN330 MK_\ M.=7UWQ.-,%A:M XUE/,:_-Q=BZ4G[-YFQ;8694% FYFVLS;@O,_$7Q) MX1^%'@GQ!\0_'GC+Q?I'A3PU!8R:E=VMQJ>MZA/'?#N@Z/8WFJ:UKNJZ=IEC;2W%U&M 'J5%?(MC^U-^SUJ.I M_#/1;?XH?$)-4^*UY-IFA6=WX<\=V4GAC6(_B/J'P9BT+XKO=>$XH?@_K>H? M&72-7^$.D:;\1I/#L^K?$C2M1\+Z<+BZM)7&EJ7[1WP2TWPWXG\3_P#"=?%7 M4[?PI\;=3_9QN]"T+P;\1=8\ISZ382W=%_Z^:7YM+U:6[0?U^OY)OY'U117 ^$K MWPUX]\*>%_'7@SQSKGB3P?XU\.Z)XM\)^(M,UUWT[7?#7B/3;;6-#UBR:6QB MF^S:CIMY;7<2SPPW$:RB.XAAG22)-*UT*^-UJ8NM=\3BU6XMAI9764#/;FRA M-R9"ML6++?&=5\P*P0+M!3#$ ZRBOG;XT?&CX2_L^66A7_Q5\?\ C[1H/$2> M)[VQ31=+\6>,[NT\.^!=)@U[X@^.-W&O?!W0/&/B7QD+/0_'&H M:7=Z;\.!H2_$J+P'K.G>%+O3OB=K'PXNO%7A;2_'6@?#V?Q)K7AS6/$FC:3> M6/VZ[,,1?^O3HKY4F_:4^ T-_\'=/;XG>/'D^.O@[X??$'P%=P M:-XQNM(MO!GQ;U73/#WPI\0>/M9MO#,VE_#&R^)/BO6+#P;X+_X3V[T&36_% M[W&@0(MY97H@^CAH&& ;7_%8P<-_Q.3D<\_\NG6C_AONW#_A_OV-VBN3TS0K M]M.LVU37?$Z:B80;U(]90(L^YMP41VS1XV[?N,P]Z\D\?_&;X2_##QWX+^&W MC3X@^.M.\6^.AH4NEV]C8>*- M(]3TOXF?%#7&\/\ BSPSX+LM%T'P9\1]7\4?$#6_&GB#QEX5\(3?!_PS9^#I M-9^+GA_Q-XA^&_Q(TO2/%7@*TUOPY<2?#WQE=/J<6GZ'/>-T?A?]I/\ 9_\ M&OC/P+X#\)?%[Q3XAUGXE>%/#'C#P9J.FVOBJ3P?JEEXW\%:[\2O!FA7'C>3 MPW%X6T?QWXJ^'/A?Q-X\T/X?:SJ=AXQO/"N@:IJAT>)88HIC_.WSWMZVU#^O MT_/0^IZ*YB\T*Y%G=FRUWQ0UZ+6Y-FKZRI1KL0N;96#VP0JT^P-N(7!.X@9- M20:#*8(#/KWBD3F"$S@:R !.8U\X "U( $FX#!(QT)'- '1T5\D:S^U+^SMX M=\1_$WPMKOQ<\9Z3J'PCTGQEJWC"^O-)\9IX#[?XB:!X-\3)X6?1/ MB#XR\!ZA\0O FC>*O!O@N]UOQ'IFO>+M%T/^SYM4DO+6SJ-^UA^SK%/X"M;G MXH?$:RN_B#>W6FV]E?\ A?Q]9W?@74++XJP? FYL_C-;S^$E?X,3I\;[B/X1 MHOQ(_P"$>6?QZ)])@:2"SO+ZW/UU7SV^\._EOY>OWH^PJ*\A\">,_!/Q*OOB M-IW@[QCXYO[WX3?$74_A/X]M]0@\0^'9=&\=Z/H/ASQ-?Z5!%XCT'2I=8L1H M?BWP_?V?B'2([WP]JL-^LFDZI?11O*.YDTF^M+C3)[+5M=NPNIVPOX-0U-+F MV.FLDXNF:&2"/']2\0:;#JOB^WT*"[DETO^ MTH)/@GP]^RYXR\,_%KX5Z!\,O@UXP\&_ VY\:?L%_$BTUCQIXF\$7FL?"/1/ MV/+/XQIXW\'?$UM.\8Z[K.O?$CQ[J6L^"]2TK5?"D?B_2O%NJ>/?&FMZ[K^D M3Z)J:W7ZX44=O*2E\XNZ^YZ^?6ZT#_)K[]_PT[=M3\F;[P;^T!=_ 7QW\+[C M]GWXP:=HWQM_;1_:FU3XN/X8UCX)/\6--_95^+GC?QK\1+B3X=W-W\7;+1-) MUSXTZ/K&B_![6M8B\4VOBCX>:-K_ (WURWT6?5-+\-W\GZJZ/;65EHVBV.FZ M.GAW3+'1M(L=,\.10V]O'X31HH6B2[)+_P !BHK\K^K=MP_S;^]MO\[>B5[V"ODC]LG3/B3X MI^&^A?#SP%X!\<^,/#OQ-\4R^"OCAK7PON_ =I\3?!WP*O\ PYK4WCZT^'TG MC_QCX&L++Q/\5(X;#X1?\)+INMMJ?@GPYXQ\2>+[*RN-6T?1]OUO11_7]?J' M]?UY]C\S/AC\$_B7X(_:FT+Q!;?"36="^$'PY^-_QT_:=\.:WIVH^!H[.\\, M_%#]D+X8? KP/\!/#6@6_BU]4M_B#X4\3:5XJTO4[#4;;3? FF>'?"'AJ_LO M&]]#K]HEIY"?@Y^TGJG["/[*?[.'_"A?B!I7COPU8?#V[U=YOBG\/].\(^!? MBA\*/C1X6U[2K/\ :%\'Z5XQU+P]\5OV?M>\'IXB\7S6.E:AXWFO-7\.Z/H= MSX(L/$>IZ'J5A^R-%':^MK;^6W]>06W\[_C9OIW5U]VQ9O)(I;RZE@,AADN9 MY(3,2TQB>5FC,K$DM(4(WL226R22:K444 ?#?QN\&>//BI^T7X%\)>(/A?XX MNO@-X/\ "T/B[PUXZ\)2?#J3PYJ?[1WB.Q\;^#=#\8?%E=3\=:'X_3PA^S;X M2U*37_!.@Z)X2\2+KGQ#\?CQ8@:?X=:):S?%]K\ /VD8?V5?CCHEW\"?%D?Q M!UCX-_\ !-W]G+PS\.-,\3_"ZYU?Q1=_L<7MA=_%'XF6&IS^/K'PI;> -8N+ MO5;;P)/K'B#3?%>NZ?H]K=7GA72?[0@AC_;2BC]=_.WZVT]+=D';R_2S_-)^ MM^[O\ Q_ ;XZ6O\ P4.LOVDY[_X>Z[\)/%W@GXYV6M7)T/7-)^(W@73=;T3] MG#1_A9\,+V23QOJ&A:O]COOA[XR\2IJ^A^'1IEO>:OX]75F:_P!?\.7T7W]1 M11T2[?YM_/???OJ'?S=_P2T[;(*_+7]ICX,?%W]H[QC^TUX4U+X3^+M/L=+^ M GQ+^%_[(?BD:A\-K3X17GC'XF?"W3KCXF?%?Q]J$'CH^/8/'GQ$U>VT[]GS MPL-2\ /I_@+X>:#XBU2>],/Q)U6ZT_\ 4JBC?[FOO_K]=[-/Y=4_N=_Z_P"' MO^75WX!^-VJIH7Q%E^!7C_3[_P")/_!5+X?_ +5FL_#MM:^%K^*?A;\&/!7P MS\(?#&XUOQRP^(L?AF36]1N/",GB-/#W@WQ!XMU(:=J5LLT::@D]I'ZA\#_A M+XO\'_M8?%KQIHOPF\7?!SX;:]H7Q@E^)5UK'Q8;Q_X*^/\ \8?&WQQT?QG\ M._BO\//#UE;]/PDY?FW\M.]RE') )V@D?,(_C?\2_$/P(^(-I\2?!OQ7^#%U\$-$_M/X2VW@+4/V: M/VM_&;Q=JGCS0_!FFW6NK\.OAO M>:QI,'@>.]U+IOAA\*/C)X:\:?L3:CK7PL\5V-IIOQ6_X*#?%KXIWEKJW@"] MLO@I:?M7ZU\2-<^'/AWQ0B>-8K[6M>T>+QEI5MXIB^']CXOT[2[^#4TMM2OH M8(IY_P!-**.EO)K[[7^]Q3?G=]6'6_FFO*U[?==[W[;)6_.3_@G7\(OCM\$O M!6H_#GXGV7Q+T/P1X'^%_P ?A[X8T+XG?$C3OB5]M^*_@/1/&FA?&[Q[\)[ MJP\1^)9/"_P3\;6:_"U_!OARZ;PP@OM(UFYM/ OAF0:@VI_HW111_7]?UY;! M_7X6_KS.5\=ZCKNC^!O&VK^%O!L7Q&\4Z5X0\3:EX8^'D]_I^DV_CWQ)8Z+> MW6@>"[G5=7DATK2[7Q1JT5GHEUJ6I31V5C;WLMUBBU[ M^:M\G=-7WUOKZ)JS5P[>3OZ[-?^(OQ,^%GPQ^(_A:&6!CXRN=;T"QTSQ= MXO\ #FJ3W'C#1?#T-YINGZV]L\DT-K%>_5GP>^&FC_!?X2?"_P"$&@3&ZTCX M7_#[PCX#M+]E99-6?PQH=EI=]KUP' \U[4'D'F2W^I7,LN9'8GT6 MBCN^]K_*_P#\D_P#MY;?=%?^VK\0KR#X_:U\5/#WP;\?:O\ [P9:^/OB_;: M59P_#SP[?1^'[BSB\17^M:7IT/BNYL/%.L^'=!UF/X>VMW=?$%/#M]KVC_\ M"33^%X?#MMJ5C=:I#=0^OT4 ?CM<_LM?$"QU3P!X4^&GPE^)UEX!^(OA3]DK M0/%?C+XH^(_AJWCWX=^+/V?';49/A3XU^%GA+]HC6/@:WP:T3P?HOCC]G#QJOQ&^Q>!?&\?Q)\)Z- M;>(6UG7/!OB^3X.:SXMTO3X7D\0:CI(_86BC_@[:;SA/TW@EHMFUVL?\!?=% MQ_*3^9XW^SIX;\:^#/V>_@3X-^)&E^%=#^('A#X._#;PKXST3P-;6%EX-T;Q M'X=\(:1H^IZ5X:M-*2/2+?2M.GLS:01:/&FBHT+C1E&E_9*]DHHH;OJ'EVT/ MC+]LK0?'GCO1/A[\+]'^%'COXC_"#X@:[K=K^TG'?%GAZ"UAU7Q=HVK:7X% MX6^"WQI\/?%WXC:M>?"W7Y?#/PZ@_P""E/B[P?X@TC6/ 9B^,MU^VWX^^&OC M_P"&?@WP-IDOBRQN]-UOPC8Z!XGT3QTOC>'P=X?T/6M(\/0Z3K.L:;JL5_:? MJ511;?S4HOTDDO72R:Z)W=M7<[>33^:=_P"OEV5OQTU/]E_XI>+?AY^PQX7C M^&WQH^'_ (\T?X-?L6?#'X\>(-+\>_!Z'X:Z'X9_93^,'PZ^*>N^"OC/X<;4 M?$GB76[G3[WPOXQUGX0^(/@WJ\X\4W_C+_A&_&EU8Z3&\%O^QTKF2220C'F. M[X';&OBSXZ\0> IOARS>(_B]X.\>V=U\(/"GQ$B\4>//"7B MBW^$WPAU"TF^.NMV7AW2O$S>,?&UGX!T^*R>T\.^(M)U[[%HI?U_7YAW\]/Z MZ:K36^C/Q)\#?!3]KOX7?#XZ5X>^$WC+2O%'A3X#? S]B1_&/A#7/A'K'C/_ M (1;PW\:/V@?&GQ8_:>^"-GXC\>Z3H]Q?6GPQ\9^%]'^%,OC/4O"GB>P^(WC M_4=3U/PM-I7@/5[;6O7_ ?^S;XU\.?'?X>:3X$^#&O?#WX"Z=\8?V8_V@_# MNJZOKO@V:'X8>"O@-^Q)XR_9EE^!?B>RL?&.N^([WXF#Q6?!TEM/HT/B?PKK M/AO7O$/B&\\;M?Z7>6M[^J]%"T^]/[GS6TZOP^[Z:[ZA1 M110!^47QV^#_ ,:/CCXC_:@U#5/@IXT@\4>&-/T7PO\ LGN^K?"ZP^$VJ?#C MP#\8O@S\;?'MW%J5K\0)?$B_&C]J_P 5_#:&SO-0\8^#-$TCPKX1\&_#[PKJ M.MZ;))XMU/6DT3X9_&;4O&/@S1OB#\ ?B0?@CX__ &G_ (W?MB>.='T"^^$% MWX@M?&7B/]H>?Q;^S;\*_C1]I^*&G3V/@?X965II_P"T3\3-&\"7'CZSUOXB MP^#_ ?;RZE:^'O%EGK_ .KU%"TMY?CJG?39W2>EM=K7=SOYN_X6MZ6NM;Z/ MTM\L?L[Z%XZT?XD_MF:IXP\!>)O!^E>/OVF(?'7@#6=>O?"-W:^./"$7P,^# M?PS;7M)C\-^*?$.HV$+>(OAEKLZ67BBQ\/ZJ='U#0+TV"SWE[9:9]3T44=EV M27W*P=_-M_>[A1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% M!1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 % J%%% !1110 4444 %%%% !1110 4444 %%%% !1110 4444 %%%% '__9 end GRAPHIC 19 img_8da86e704dc54f3.jpg GRAPHIC begin 644 img_8da86e704dc54f3.jpg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end GRAPHIC 20 x1_c104558a001.jpg GRAPHIC begin 644 x1_c104558a001.jpg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end GRAPHIC 21 x1_c104558a002.jpg GRAPHIC begin 644 x1_c104558a002.jpg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end GRAPHIC 22 x1_c104558a003.jpg GRAPHIC begin 644 x1_c104558a003.jpg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end GRAPHIC 23 x1_c104558a004.jpg GRAPHIC begin 644 x1_c104558a004.jpg M_]C_X 02D9)1@ ! 0 0 ! #_VP!# $! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_ MVP!# 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0$! M 0$! 0$! 0$! 0$! 0$! 0$! 0$! 0'_P 1" 1 $8# 2( A$! Q$!_\0 M'P 04! 0$! 0$ $" P0%!@<("0H+_\0 M1 @$# P($ P4% M! 0 %] 0(# 01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#^UG]H_P#: MR^&W[,4&E?\ "<:?XMUG4M;\(?$/QUI^E^$]%34I!X9^%Q\))XNU/4;VYN[' M3M)@MKOQSX6TRQ?4+N&/4-7UNPTV!_M-S$K?0WB'6!X=T#7-?;3-8UI=$TG4 MM7.C^'=/DU;7]673K2:\.G:)I<3))J6L7HA-MIUA&Z/=WDL,"LK2 C\F/^"C M/[*_Q$_:>^(\'@[2=7^(VB^!/&?[%7[5?PRF?X?Z0(-/\3>/=8UCX4>*?#'P MY^)7Q%AANM:\ > O&5QX3M)K^U\,77@W5O'A\/3>&9_&*66[2+SYSTOX/_MB M_#OX;?MG?#CX*?"_XZ>$]6^-_P 5?@U\=_@H-$\;>&?!_P /?@1\!-*^'GP! M/C#X-^ 9KGQG<:K:_'#5O$7@OXQ:)XT\*6>E:-IGC/QCXGN/&7B+Q=IMAXF_ MX2/5@6JOU6FV_G_7Y+4_3CXK?M3ZIX'_ &QOV0/V6M"\-+J0_:"\$?M%_$SQ MQJUU9:A)>>#_ C\%/#/@YM(A@:UF6SM-6\3^,O'FDV$*:@MS%-8Z-KD$"I= MFWE'U]H.JKKVB:/KBZ?JVD+K&F6.IKI6O6,FEZWIJW]M%="QUC396:73]3M! M+Y%]92,9+6Y26!R60U_.=+X=_;9_:3_:;_:._;2^'7PO^($%OK/[*G[4O[!' M[+&E:W<6WP.U[X(>/S\57ETGXOW\?CZST;7;SPOXC7P#I7BC5?BQX5?Q-J%G MXIN=-^'_ (,\+>(?#ND2>,J_4_XZS_M%:?\ \$_[6P^&6G?$5?CYJ_PP^#7@ M[6;BQBT_6_BWX/7Q9>^!O"GQ?\::?!'KDEGJ_P 2OA]X/U7QGXNT\6&L:L;C MQ9H4$U@NOL(K2_ [_P!=O^'_ *L>N^$?VI_!WQ#^*Z_#7X?>"_BCXT\/V^I> M._#FL_'#0O"2/\#]#\:_#L:>OB+P;<>,[W4K.[U748+R]FT(:QX;T36_"*>* M]+UGP?-XCC\3Z+K.E:=[K9>*;.]UO6]!FL-7TJXTG5+32;2[UFR&G:=XHN+G MP_:>(Y)O"-S-+G7[73[2YEM=2GM8@+34M-U6T=6^P32#\"_%/P!_X*@^.?!7 MP(^&?@#2?@O^S#^SWX,^,/P*\+:!X$^'OAG59?B;\)/A!X9UG[-KOC?PAXKU M#XD7Q>Y\/_#*\UK04UCQOHT?BKQ#XZ'AOQ,WPM^'OV'6GUWS/XP_L7_M)?## M0O$FE_!_X-_$WXD>)?A]\5/VW_ ?[.7_ !5]AXBT?X1?L%]0TWQOIX/;>W MW_U\NY_3(6 95) +9P"0"<8S@=3C(Z>O/:O%_A5\;=#^*NH?'"WT[3Y=*TSX M)?OA!?:U>ZCI\]EK^H>&O!'@7Q5XAUJU%K*YTNQTG5O%^H>%+FUU)TO$O M_"^H7LJ16UU;HOX-_$#]E_\ ;]^)GPS^-EM\;=*^,[V7C;XJ^)O WAQ?AI\0 MO!?BOXK:=^R+^VA\=O!OQ9^/WP^^'$-SXGT.P\ :G\)_@MX0^'G['NC:KK.H M.O@^X3XQ_%WP@+_PMJ6@QGJKUOVQ/@#^S5JO[%^G?!3Q]+\9?VBOBG\2/"'B M']I?PCH.D>(/!)U7XR^"=>^(,_BGP\FD"9I->ET[3=7\!^)?B!\0-,\$>!_A M]XLBL_%%Y/XDMCIWAW405_7_ #W^[;\NY^K?_!/_ /:8\3?MB_LE_"_]I7Q5 MX-M? -Y\5;[XF:OHGABT>:5;;P%I7Q:\=^&OACJ5S)->7YDU+Q'\.-$\*^)- M6>*Y-HVJ:M>&R@M+,P6D!6-_P3M^'_Q!^"O[)?P,_9Z\??"[4OAQ=_L\?!_X M6_!;[=JOC/P]XP;Q]K_P^\':?X:\8>-="GT"[OYU\&:YKVFS:IX4U3Q.^A^+ HM>L-0>]UWP3X1FCCLK@H&?<5%%% !1110 4444 %%%% !1110!__V0$! end EX-101.SCH 24 c485bpos-20220926.xsd 01001 - Document - Document and Entity Information {Elements} link:presentationLink link:calculationLink link:definitionLink 01002 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Corporate Debt Fund) {Unlabeled} link:presentationLink link:calculationLink link:definitionLink 01003 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Corporate Debt Fund) {Elements} link:presentationLink link:calculationLink link:definitionLink 01004 - Schedule - Shareholder Fees link:presentationLink link:calculationLink link:definitionLink 01005 - Schedule - Annual Fund Operating Expenses link:presentationLink link:calculationLink link:definitionLink 01006 - Schedule - Expense Example link:presentationLink link:calculationLink link:definitionLink 01007 - Schedule - Expense Example, No Redemption link:presentationLink link:calculationLink link:definitionLink 01008 - Schedule - Bar Chart link:presentationLink link:calculationLink link:definitionLink 01009 - Schedule - Average Annual Total Returns {Transposed} link:presentationLink link:calculationLink link:definitionLink 01010 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Fund) {Unlabeled} link:presentationLink link:calculationLink link:definitionLink 01011 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Fund) {Elements} link:presentationLink link:calculationLink link:definitionLink 01012 - Schedule - Shareholder Fees link:presentationLink link:calculationLink link:definitionLink 01013 - Schedule - Annual Fund Operating Expenses link:presentationLink link:calculationLink link:definitionLink 01014 - Schedule - Expense Example link:presentationLink link:calculationLink link:definitionLink 01015 - Schedule - Expense Example, No Redemption link:presentationLink link:calculationLink link:definitionLink 01016 - Schedule - Bar Chart link:presentationLink link:calculationLink link:definitionLink 01017 - Schedule - Average Annual Total Returns {Transposed} link:presentationLink link:calculationLink link:definitionLink 01018 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Allocation Fund) {Unlabeled} link:presentationLink link:calculationLink link:definitionLink 01019 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Allocation Fund) {Elements} link:presentationLink link:calculationLink link:definitionLink 01020 - Schedule - Shareholder Fees link:presentationLink link:calculationLink link:definitionLink 01021 - Schedule - Annual Fund Operating Expenses link:presentationLink link:calculationLink link:definitionLink 01022 - Schedule - Expense Example link:presentationLink link:calculationLink link:definitionLink 01023 - Schedule - Expense Example, No Redemption link:presentationLink link:calculationLink link:definitionLink 01024 - Schedule - Bar Chart link:presentationLink link:calculationLink link:definitionLink 01025 - Schedule - Average Annual Total Returns {Transposed} link:presentationLink link:calculationLink link:definitionLink 01026 - Document - Risk/Return Summary (Virtus Stone Harbor High Yield Bond Fund) {Unlabeled} link:presentationLink link:calculationLink link:definitionLink 01027 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor High Yield Bond Fund) {Elements} link:presentationLink link:calculationLink link:definitionLink 01028 - Schedule - Shareholder Fees link:presentationLink link:calculationLink link:definitionLink 01029 - Schedule - Annual Fund Operating Expenses link:presentationLink link:calculationLink link:definitionLink 01030 - Schedule - Expense Example link:presentationLink link:calculationLink link:definitionLink 01031 - Schedule - Expense Example, No Redemption link:presentationLink link:calculationLink link:definitionLink 01032 - Schedule - Bar Chart link:presentationLink link:calculationLink link:definitionLink 01033 - Schedule - Average Annual Total Returns {Transposed} link:presentationLink link:calculationLink link:definitionLink 01034 - Document - Risk/Return Summary (Virtus Stone Harbor Local Markets Fund) {Unlabeled} link:presentationLink link:calculationLink link:definitionLink 01035 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Local Markets Fund) {Elements} link:presentationLink link:calculationLink link:definitionLink 01036 - Schedule - Shareholder Fees link:presentationLink link:calculationLink link:definitionLink 01037 - Schedule - Annual Fund Operating Expenses link:presentationLink link:calculationLink link:definitionLink 01038 - Schedule - Expense Example link:presentationLink link:calculationLink link:definitionLink 01039 - Schedule - Expense Example, No Redemption link:presentationLink link:calculationLink link:definitionLink 01040 - Schedule - Bar Chart link:presentationLink link:calculationLink link:definitionLink 01041 - Schedule - Average Annual Total Returns {Transposed} link:presentationLink link:calculationLink link:definitionLink 01042 - Document - Risk/Return Summary (Virtus Stone Harbor Strategic Income Fund) {Unlabeled} link:presentationLink link:calculationLink link:definitionLink 01043 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Strategic Income Fund) {Elements} link:presentationLink link:calculationLink link:definitionLink 01044 - Schedule - Shareholder Fees link:presentationLink link:calculationLink link:definitionLink 01045 - Schedule - Annual Fund Operating Expenses link:presentationLink link:calculationLink link:definitionLink 01046 - Schedule - Expense Example link:presentationLink link:calculationLink link:definitionLink 01047 - Schedule - Expense Example, No Redemption link:presentationLink link:calculationLink link:definitionLink 01048 - Schedule - Bar Chart link:presentationLink link:calculationLink link:definitionLink 01049 - Schedule - Average Annual Total Returns {Transposed} link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 25 c485bpos-20220926_cal.xml EX-101.DEF 26 c485bpos-20220926_def.xml EX-101.LAB 27 c485bpos-20220926_lab.xml S 000075276 Summary [Member] Prospectus Summary Prospectus Summary S 000075276 [Member] Virtus Stone Harbor Emerging Markets Corporate Debt Fund Virtus Stone Harbor Emerging Markets Corporate Debt Fund C 000234173 [Member] Class A Shares Class A Shares C 000234172 [Member] Class I Shares Class I Shares S 000075278 Summary [Member] Prospectus Summary Prospectus Summary S 000075278 [Member] Virtus Stone Harbor Emerging Markets Debt Fund Virtus Stone Harbor Emerging Markets Debt Fund C 000234177 [Member] Class A Shares Class A Shares C 000234176 [Member] Class I Shares Class I Shares S 000075277 Summary [Member] Prospectus Summary Prospectus Summary S 000075277 [Member] Virtus Stone Harbor Emerging Markets Debt Allocation Fund Virtus Stone Harbor Emerging Markets Debt Allocation Fund C 000234174 [Member] Class A Shares Class A Shares C 000234175 [Member] Class I Shares Class I Shares S 000075279 Summary [Member] Prospectus Summary Prospectus Summary S 000075279 [Member] Virtus Stone Harbor High Yield Bond Fund Virtus Stone Harbor High Yield Bond Fund C 000234179 [Member] Class A Shares Class A Shares C 000234178 [Member] Class I Shares Class I Shares S 000075280 Summary [Member] Prospectus Summary Prospectus Summary S 000075280 [Member] Virtus Stone Harbor Local Markets Fund Virtus Stone Harbor Local Markets Fund C 000234181 [Member] Class A Shares Class A Shares C 000234180 [Member] Class I Shares Class I Shares S 000075281 Summary [Member] Prospectus Summary Prospectus Summary S 000075281 [Member] Virtus Stone Harbor Strategic Income Fund Virtus Stone Harbor Strategic Income Fund C 000234182 [Member] Class A Shares Class A Shares C 000234183 [Member] Class I Shares Class I Shares cik0001005020_JPMorganCEMBIBroadDiversifiedIndexMember [Member] JPMorgan CEMBI Broad Diversified Index JPMorgan CEMBI Broad Diversified Index cik0001005020_JPMorganEMBIGlobalDiversifiedIndexMember [Member] JPMorgan EMBI Global Diversified Index JPMorgan EMBI Global Diversified Index cik0001005020_JPMorganGBI-EMGlobalDiversifiedIndexMember [Member] JPMorgan GBI-EM Global Diversified Index JPMorgan GBI-EM Global Diversified Index cik0001005020_BlendIndex50JPMorganEMBIGlobalDiversifiedIndex50JPMorganGBI-EMGlobalDiversifiedIndexMember [Member] Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index cik0001005020_ICEBofAUSHighYieldConstrainedIndexMember [Member] ICE BofA U.S. High Yield Constrained Index ICE BofA U.S. High Yield Constrained Index cik0001005020_BloombergGlobalCreditIndexHedgedUSDMember [Member] Bloomberg Global Credit Index (Hedged USD) Bloomberg Global Credit Index (Hedged USD) Amendment Flag Amendment Flag Document Creation Date Document Creation Date Prospectus Prospectus Document Effective Date Document Effective Date Document [Axis] Document [Axis] Document Period End Date Document Period End Date Document Type Document Type Entity Central Index Key Entity Central Index Key EntityInvCompanyType EntityInvCompanyType Registrant Name Registrant Name Series [Axis] Series [Axis] Trading Symbol Trading Symbol After Taxes on Distributions and Sales After Taxes on Distributions and Sales After Taxes on Distributions After Taxes on Distributions Annual Fund Operating Expenses [Table] Annual Fund Operating Expenses [Table] Annual Return 2012 Annual Return 2012 Annual Return 2013 Annual Return 2013 Annual Return 2014 Annual Return 2014 Annual Return 2015 Annual Return 2015 Annual Return 2016 Annual Return 2016 Annual Return 2017 Annual Return 2017 Annual Return 2018 Annual Return 2018 Annual Return 2019 Annual Return 2019 Annual Return 2020 Annual Return 2020 Annual Return 2021 Annual Return 2021 Inception Date Inception Date Label Label Since Inception Since Inception 1 Year 1 Year 5 Years 5 Years 10 Years 10 Years Bar Chart and Performance Table [Heading] Bar Chart and Performance Table [Heading] Bar Chart Closing [Text Block] Bar Chart Closing [Text Block] Bar Chart Does Not Reflect Sales Loads [Text] Bar Chart Does Not Reflect Sales Loads [Text] Bar Chart [Heading] Bar Chart [Heading] Highest Quarterly Return Highest Quarterly Return Highest Quarterly Return, Date Highest Quarterly Return, Date Lowest Quarterly Return Lowest Quarterly Return Lowest Quarterly Return, Date Lowest Quarterly Return, Date Bar Chart [Table] Bar Chart [Table] Bar Chart, Year to Date Return Bar Chart, Year to Date Return Bar Chart, Year to Date Return, Date Bar Chart, Year to Date Return, Date Expense Breakpoint Discounts [Text] Expense Breakpoint Discounts [Text] Expense Breakpoint, Minimum Investment Required [Amount] Expense Breakpoint, Minimum Investment Required [Amount] Expense Example by, Year, Caption [Text] Expense Example by, Year, Caption [Text] Expense Example [Heading] Expense Example [Heading] Expense Example Narrative [Text Block] Expense Example Narrative [Text Block] Expense Example, No Redemption [Table] Expense Example, No Redemption [Table] Expense Example, No Redemption, 1 Year 1 Year Expense Example, No Redemption, 3 Years 3 Years Expense Example, No Redemption, 5 Years 5 Years Expense Example, No Redemption, 10 Years 10 Years Expense Example, With Redemption [Table] Expense Example, With Redemption [Table] Expense Example, with Redemption, 1 Year 1 Year Expense Example, with Redemption, 3 Years 3 Years Expense Example, with Redemption, 5 Years 5 Years Expense Example, with Redemption, 10 Years 10 Years Expense [Heading] Expense [Heading] Expense Narrative [Text Block] Expense Narrative [Text Block] Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] Expenses Restated to Reflect Current [Text] Expenses Restated to Reflect Current [Text] Fee Waiver or Reimbursement over Assets, Date of Termination Fee Waiver or Reimbursement over Assets, Date of Termination Highest Quarterly Return, Label Label Index No Deduction for Fees, Expenses, Taxes [Text] Index No Deduction for Fees, Expenses, Taxes [Text] Lowest Quarterly Return, Label Label Market Index Performance [Table] Market Index Performance [Table] Maximum Deferred Sales Charge (as a percentage of Offering Price) Maximum Deferred Sales Charge (as a percentage of Offering Price) Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) Objective [Heading] Objective [Heading] Objective, Primary [Text Block] Objective, Primary [Text Block] Objective, Secondary [Text Block] Objective, Secondary [Text Block] Operating Expenses Caption [Text] Operating Expenses Caption [Text] Other Expenses, New Fund, Based on Estimates [Text] Other Expenses, New Fund, Based on Estimates [Text] Performance Additional Market Index [Text] Performance Additional Market Index [Text] Performance Availability Phone [Text] Performance Availability Phone [Text] Performance Availability Website Address [Text] Performance Availability Website Address [Text] Performance Information Illustrates Variability of Returns [Text] Performance Information Illustrates Variability of Returns [Text] Performance Measure [Axis] Performance Measure [Axis] Before Taxes Before Taxes Performance Narrative [Text Block] Performance Narrative [Text Block] Performance One Year or Less [Text] Performance One Year or Less [Text] Performance Past Does Not Indicate Future [Text] Performance Past Does Not Indicate Future [Text] Performance Table Closing [Text Block] Performance Table Closing [Text Block] Performance Table Does Reflect Sales Loads Performance Table Does Reflect Sales Loads Performance Table Explanation after Tax Higher Performance Table Explanation after Tax Higher Performance Table Heading Performance Table Heading Performance Table Market Index Changed Performance Table Market Index Changed Performance Table Narrative Performance Table Narrative Performance Table Not Relevant to Tax Deferred Performance Table Not Relevant to Tax Deferred Performance Table One Class of after Tax Shown [Text] Performance Table One Class of after Tax Shown [Text] Performance [Table] Performance [Table] Performance Table Uses Highest Federal Rate Performance Table Uses Highest Federal Rate Portfolio Turnover [Heading] Portfolio Turnover [Heading] Portfolio Turnover, Rate Portfolio Turnover, Rate Portfolio Turnover [Text Block] Portfolio Turnover [Text Block] Prospectus Date Prospectus Date Share Class [Axis] Share Class [Axis] Prospectus: Prospectus: Risk [Heading] Risk [Heading] Risk Lose Money [Text] Risk Lose Money [Text] Risk Money Market Fund May Not Preserve Dollar [Text] Risk Money Market Fund May Not Preserve Dollar [Text] Risk Money Market Fund Price Fluctuates [Text] Risk Money Market Fund Price Fluctuates [Text] Risk Money Market Fund Sponsor May Not Provide Support [Text] Risk Money Market Fund Sponsor May Not Provide Support [Text] Risk Narrative [Text Block] Risk Narrative [Text Block] Risk Nondiversified Status [Text] Risk Nondiversified Status [Text] Risk Not Insured Depository Institution [Text] Risk Not Insured Depository Institution [Text] Risk/Return: Risk/Return: Risk/Return [Heading] Risk/Return [Heading] Shareholder Fees Caption [Text] Shareholder Fees Caption [Text] Shareholder Fees [Table] Shareholder Fees [Table] Strategy [Heading] Strategy [Heading] Strategy Narrative [Text Block] Strategy Narrative [Text Block] Strategy Portfolio Concentration [Text] Strategy Portfolio Concentration [Text] Year to Date Return, Label Year to Date Return, Label Management Fees Distribution and Shareholder Servicing (12b-1) Fees Total Other Expenses Other Expenses Line of Credit Commitment Fees Remaining Other Expenses Total Annual Fund Operating Expenses Less: Expense Reimbursement Total Annual Fund Operating Expenses After Expense Reimbursement Acquired Fund Fees and Expenses EX-101.PRE 28 c485bpos-20220926_pre.xml XML 29 R1.htm IDEA: XBRL DOCUMENT v3.22.2.2
Label Element Value
Risk/Return: rr_RiskReturnAbstract  
Document Type dei_DocumentType 485BPOS
Document Period End Date dei_DocumentPeriodEndDate May 31, 2022
Registrant Name dei_EntityRegistrantName VIRTUS OPPORTUNITIES TRUST
Entity Central Index Key dei_EntityCentralIndexKey 0001005020
Amendment Flag dei_AmendmentFlag false
Document Creation Date dei_DocumentCreationDate Sep. 26, 2022
Document Effective Date dei_DocumentEffectiveDate Sep. 28, 2022
EntityInvCompanyType dei_EntityInvCompanyType N-1A
Prospectus Date rr_ProspectusDate Sep. 28, 2022
Virtus Stone Harbor Emerging Markets Corporate Debt Fund | Class A Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol VSHAX
Virtus Stone Harbor Emerging Markets Corporate Debt Fund | Class I Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol SHCDX
Virtus Stone Harbor Emerging Markets Debt Fund | Class A Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol VSHCX
Virtus Stone Harbor Emerging Markets Debt Fund | Class I Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol SHMDX
Virtus Stone Harbor Emerging Markets Debt Allocation Fund | Class A Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol VSHBX
Virtus Stone Harbor Emerging Markets Debt Allocation Fund | Class I Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol SHADX
Virtus Stone Harbor High Yield Bond Fund | Class A Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol VSHDX
Virtus Stone Harbor High Yield Bond Fund | Class I Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol SHHYX
Virtus Stone Harbor Local Markets Fund | Class A Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol VSHEX
Virtus Stone Harbor Local Markets Fund | Class I Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol SHLMX
Virtus Stone Harbor Strategic Income Fund | Class A Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol VSHFX
Virtus Stone Harbor Strategic Income Fund | Class I Shares  
Risk/Return: rr_RiskReturnAbstract  
Trading Symbol dei_TradingSymbol SHSIX
GRAPHIC 30 BarChart1.png IDEA: XBRL DOCUMENT begin 644 BarChart1.png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

)3KGO]J0\Y@H"ERME&=,$7S)F2$C")Y@9WW-3MGLS,[]YN=LUF+98M )UQ8ZH2,(GF!G?S M,SOWFYVS68VN"101$1%Q(!6!(B(B(@YDW=/!@6Z 'S@AHTA>8.=]S<[9[,S. M_6;G;%:CD4 1$1$1!U(1*"(B(N) ECP=;.",=QS,SOUF MYVS^EMT_I48"141$1!S(DB.!<&'U:V9B>GKSIL7\WSSF9>;+;?]NN_&OG_^5 MUO3TYOW[L;2V]=_<&=G6O^__]_>TUIM6CDMM+SN/9Z8-N=66S/X=+O>W3&M[ M:3U/_NU2S_>,/G?2RI%6VS+:[O2V$RAI'2?^/?WOQ]+*^=_ETION;^FU_;_2 MZ\/TCJ-./A;Y0V;VG\P\GMX^[$]6.Q9EY/F1V;_KI=;Q[^F7.Q9EEV6+P']+ M[X^=UO3,/.&-__STM_]N]W+MR6S>RZTG,\L:F?@]O?5?[N^9O1YTY&VY;1=F?D<7_(S',QH[DSNCY_RLH^?:GG@5./1?[D MCV-17I(7CT49>7YD]N^:E9R9>2RC=#I81$1$Q($L.Q)H..#*4B=D%,D+[+RO MV3F;G=FYW^RV_?PC1F3UFAS:OX]"5Q7AJ0%# #A\<#^31@ZG\O61[-G].RU:WTO# MV^_ -$U&#>I/B5*E.7+H((-?G(!A&*SY>B6;-_W D_T'!B*F9).=]S4[9[,S M._>;G;-9C66+0)&,F#%A-!4J528A(>&BQXX=C>'A[H]QX\WU &A^2TUNN;4Q M=>HU8.3 _C2]LQ5M'WR8T_%Q-*M3G2_6;^; OKVXW6YZ/-F7,4,'L&/;%LJ4 M*\^;GC26F^O?RNZ= M.PB/*,[I^#BFCGZ!@F%A]'CR&?^$E!QCYWW-SMGLS,[]9N=L5N.W(O">>^XA M-C8V]?[4J5.I6;.FOS8O#O/9_WU P;!"S)HZ@6T__\3^O7N8-74"71Y[DGSY M\U\P[U>??\)/&[YG^+C)J=,&1H]A_BLO,6?&5*[(EX\JD=4H_;^1P?L?Z0) M?%PL_1[MRBMOODN7=G>S\,-/>6G\:+[_=C6W-&CHMZPB(B)9X;^+9 :F_+UVTD/5K5]/KF>?P>KT<.K"?DJ7+ /#!.XLXL',W0@_8:,P./Q MX'*Y<+E<%"Y2A--QL?Z,*B(BDB5^*P+W[]_/Z-&C<;E<7'GEE?3JU>N2UU!% M1D:F.7WW[MV4+5_!$>\N6)N3)TXP:=8\ M@ES_7$*[\M./*5&R%)'5:@!P>_.6O#IU OOV[*'#PUW4=Q9CY_ZRIO>>3=-[[P[]7[7Q_OD0&M%1$3\ MQV]%8)TZ=5)_O_WVVQDV;-@EB\#MV[>G.3TR,I(DG^F("TN=D%$D+[#SOF;G M;'9FYWZS&VX/A\6"X@\$3G'+?[4EY MS!4$04%@FN!+QDQ.!F\2IC<),^E\RLV;\I-D+V:R%WP^,$V&/GAOH.-*%MAY M7[-S-CNS<[_9.9O5:"101$1$Q(&L.Q(8Z ;X@1,RVHWZS)KLW&]VSF9G=NXW M.V>S&HT$BHB(B#B0BD 1$1$1![+NZ6 'C"<[(:/=J,^LR<[]9N=L=F;G?K-S M-JO12*"(B(B( UER)-# &1>6.B&CW:C/K,G._6;G;'9FYWZS(!)HT>R:?UW?+-Q2YKS3!CU EYO$AY/,&<3$Q@4/9J@H"#6K5G%B*C^A(85 M B"R6G5>&#<)TS09/N!92I8NS>&#!QDQ=B*&8;#JRQ7\M/$'GADP*/>#Y3#K M%H$B(B(B:5B_]EM:MFK#QN_7I?GX%Y\L8\-W:WEO^1< ].[Z"$O>?I,.#W<& M8,38B=2[M=$%R_RR=0MNMYM>3_4C>M#S_+)U"V7*E6?!:Z\P^ZUWS,SOWFCVQM[W^ =6M6I;N]/W_?19FRY5(? M*W=U!59_N9(''NZ, 2Q=O(BM/VTB+C:.>]IWH,IUUQ,:&DKLJ5,80.RI4X2% MA3%Z^"">&S("C]N:Y90U6RTB(B*2177J-N#=MQ:2E)2$V^WFQXWK"?8$ U#Y MVNMX^KDHRI:_FI@CA[G[MEOY=-4ZRI:_FCIUZS%U_!AN:7 K.W_=041$">+C M8AD_<@2AA<+HU:=O@)-ECF6+0#N_2OJ;$S+:C?K,FNS<;W;.9F=V[C=_93/^ M\_/?;JQ=AZCAT4P=^R*%"A?FNNNKW1FWMM+>/">NWAWV6=,'OLBWZU9==%IY+S,LD6@K?>0 MOSDAH]VHSZS)SOUFYVQV9N=^"U 5Z/5ZB3ERF%*ERW#NW#FNKG@-S>]J!< S MC_6@<\_'P("7)DW@H2[=N*I($V.'A+%@.'1>((]N%P& MKB 75Q4M0EQIDR>9.GX,G;H_RB_;MC!V MQ# ^_GH-9Q,3>:[/$]1OV(@@MYN&MS>EUDVU 2A;OCS#H_I3N:R;=JUITV[]NFNN_E=K5)'$ %Z M]GXJ!UH<&)8M BTTVIIE3LAH-^HS:[)SO]DYFYW9N=_LG,UJ]+5Q(B(B(@YD MX9% ^[^6<$)&NU&?69.=^\W.V>S,SOUFYVQ6HY% $1$1$0>R[$B@(UY(."&C MW:C/K,G._6;G;'9FYWZS M&2)YE?K,FNS<;W;.9F=V[C>[9@M$KFQN4R.!(B(B(@YDS9% [/M"XM^L9LGB190M7YZ8(T>('C.>X.#@"^;9^>L.1@T?PE]_G>/=CSY.G?Y4 MKY[LW?-GZOT_=^]FW)1IM+BK%8.?>Y92I4MSZ.!!1HV?B&$8?+UR!3]NW,"S M48/]E,[_[+ROV3F;G=FYW^R:S8JY-!(H8C&)B8GT[M&5Z#'CZ?M<%"'Y\S-W MULL7S;?IAQ]HUJ+E1=,;-;F-CSY;R4>?K>2#3[Z@4N4J-&O1DFU;-N-VN^G] M3#^"@H+8MF4S\7%QS'WU99[N/\ ?T41$Q(\L6P0: ;CY6R RVO'F3_[(LVG# M>L(C(@@-#<4 ZC:XE4^7+[MHOHZ/=,+C]EPT_;X.#Z;^_OGR9=Q^1W,\;C=A M86'$GCJ) <2>.DFA0H6('CJ(@4-'X'&[;=MGY$![E'"Y7 2Y7!0I4H3XV%A;/B_MF.EO=LYF M9W;N-[MFLV(NG0X6L9B0D!!>F;N (<\_RX31HTA,2*!'K]ZL^W8-71]Z('6^ MC]Y?PN>?+&?OGC^9.'8TR1P%6K5O'FFV]R]=57<_CP829-FG31E]V+B(B(B/_D M>A&8F)C((X\\PK9MVP@-#67 @ ',F#&#?OWZ97F=/M,D_FQ2#K8R8Y*221E[ M-<$P4Z89AIERPP3#AX$/P_2!+QG#!;C,E$\1-TWP)6,F)X/7AYGLP_3Z,+TF M9K*)F0PDD_+3E[*-0&2THRSUFP]+]-G011^E/+]<+@Q7$ 2Y,=QN#+<'PQT, M'D_*[T$>" KZWSQ!_\GFQ4Q.PDPZCYF4A)F<\I-D+V:R%WP^,$U&=FSCMUQV MWM?LG,W.[-QORF;-XS] LL\DR)7UD\*&:9IF#K;G(E]]]15145%LV+ !@.7+ MES-^_'A6K5IUR>4B(R/3G+Y[]V["(DJ3_\%I.=Y6$1$1$:LX-.<)*H9?R8Y? MMF=I^5R_)C F)H;0T'^^[#XT-)28F*Q]V;V(B(B(Y(Q!-YRRRTG,%>S""/1@>=\KO'C=& M4!"&VX7A+P)"0$!8N7$C?OGTI5ZX<"0D)//GDD]E:IV$8A.;7 MNXMSDIOS8(!AN#",H)2;RXW+!2X7&$'@"C(P@L!PFRD'=Y?YS\';\&&2C&EZ M\05Y\25[,5U)^%Q)^(PD3",9T_""86*:)B'J/Q';T7%$Q+]<1O8^*= O'Q'3 MN'%C&C=N[(]-B8B(B$@&Z,.B141$1!Q(1:"(B(B( UGRNX/!OM\]Z!3J/Q') M+AU'1+)'(X$B(B(B#F39D4"]!+0X]9^(9)>.(R+98MDB4/N^M:G_1"2[=!P1 MR1Z=#A81$1%Q(!6!(B(B(@ZD(E!$1$3$@50$BHB(B#B0WA@B :'^$Y'LTG%$ M)'LT$B@B(B+B0)8="=1+0(M3_XE(=NDX(I(MEBP"#;3O6YWZ3T2R2\<1<;KL M[@,Z'2PB(B+B0"H"141$1!S(DJ>#)>>%COPPT\N8_[G_]VEZO;(0$1')^RQ; M!!JZ&D1$Q-'T?T D>S1H(R(B(N) *@)%1$1$'$A%H(B(B(@#J0@4$1$1<2!K MOC%$GQ8M(B+Z/R!.E\U]P)I%(-KW142<3O\'1+)'IX-%1$1$'$A%H(B(B(@# MJ0@43-/D[45O<7V52KS[SN)TYSM\^# =VK=CW)C1].S6E1G3IZ<^-NOEEWFV M[S.,'SN&)Q_O14)" @#KUJZE?[^^]._7EW5KUP+@\_EXX/[[.'[\>.X&$Q$1 MD719]II R3F__?HK9<;_K4*52L> T#!@[BS)DS1!0IS".=.[-W MSQY>FCZ5;3M^PS ,A@X>Q.2)$Q@Z? 13)D]DWH(W .C6I1/UZM=GQO3IW-_A M 8H6+>J/>"(B(I(&RQ:!NB XYUQWW76IOU_JC=IR1:#X7\_''N/AC@_0]^FGV+QY,[V?[(/;[>:F MVG78_6P_3I\^3<&"!?G^N^^(BX\#8$3T2%Z=]4K*".'P$?1]N@]3I\_@Q5$C M.7?N' \\\"#71T8&.)F(B(CSJ ATJ'ESY_#!^TL!>&_I!^3+E^^RRW3OVIF[ M[FY%]QX]24Q,I.IU5:A1HR:UZ]3AC3<7,7[<6"+"(RA;KAPQ,4< *%6J%-$C M1P$P:>($'NSX$%^N7$&9,F6XK_W]/-BA/1\M6YY[045$1"1->F.(0W7KWH-E MRS]EV?)/+UD 'CAP@//GSP.P?]]^2I0H 4!(2 AAA0IQ[ORYU/LC1[W(DT\] MA6F:/-*I\P7K^77'#K9MW4J[^]H3'Q=/T:)%"0D)X?SYI%Q**"(B(I>BD4#A MW+ES3)XTD7W[]O)_'WW(%5=<09M[[@6@9_=N]'[R2>YNU9H)DR8S=N/SDYF:@!SS%[[GP MVG?H0/2(X6S8L(&NW;KY/["(B(A@F*9I!KH1F1$9&8D)_+1E:Z";(B(B_W)J M/&U>P!U>P!^/OGQ[W/X^[7&"D?%05R3Y,;S)FDA??>2^^ M\TF8Y\_C.Y>4\KLW&=/KA603TS0I_.)'@8XL$E"UJE<#X)?MV[.TO$X'BXB( MB#B0BD 1$1$1![+L-8'Z?"@1$6?3_P&1[-%(H(B(B(@#J0@4$1$1<2 5@2(B M(B(.I")01$1$Q(%4!(J(B(@XD-X=+"(BEJ3_ R+9HY% $1$1$0=2$2@B(B+B M0"H"141$1!PHUZ\)+%^^/.7+ET^]_\TWW^3V)D5$) "*O/A1H)L@(IF0ZT5@ MERY=&#%B1"ZL69<$BXB(B&15KA>!:]:L8?SX\20D)%"G3AWNNNNN#"T7&1F9 MYO3=NW=3H6+%G&RBB(B(B.-DNPALV;(EAPX=NFAZZ]:MB8Z.9O3HT=Q\\\UX MO5YNO?56/!X/=]QQ1W8W*R(B(B+98)BF:?IK8P,&#,#G\S%APH0LKR,R,A(3 MV+QU6\XU3$1$1,1B:E2K"L OV[=G:?E??99Z?]>N752N7#DW M-RDB(B(B&9"KUP2&AX_=8LBA8MZJ]X M(K:B(E!$1'+$_OW[6;IT":5+ETYWGG??>8?3\?%$#1P$P.;-FU-_3I\ZE1V_ M[<0P# 8/&LC$">,9/N(%)D^!!GSYX%X/==NRA=I@R& MD7*I>X4*%5FQ8@4 A0H7YL2)$QP_?IS"5Q5FY\Z=;-F\A7;WW9>[H41L3B.! M(B*2;8,'#>2YYY^G8,&"EYQOW[Z]% L/9_Z"!<3%Q5&K1G56K?F6VG7J\&R_ MOIP^?9J"!0ORW7?KB(^+ R!ZY$AFO?(RAF$P?,0+/-VG#]-GSR&C.G3O' M P]V3/>K1D4D?2H"140D2^;.F;B]YFW-@QA$=$4*Y< M.6*.Q !0JE0I1HYZ$8")$\;3\:&'6+EB!67*E*7]_??3H7U[EBU?[M_P(C:@ M(E!$1+*D>X\>=._1XZ+IK[WZ*H_U>CSUC2$'#AP@/#R[8L8.M6[?1_[GGF39M*M=4 MO(:0D!#.)YW/Q90B]N77[P[."7\/^>N[@T5$\I:$A 2F39W"E,F3Z=JM&UVZ M=N/ZZZ^G^1W->/+)/K1JW9HS9\[P;+^^E"E3AJ-'CW+M==?QQ!.] 6C2N!%U MZ]:E4*%"Y \)H4^?IU+7G9RGL7O#E81*"(B(F)!V2T"]>Y@$1$1$0=2$2@B(B+B0"H" M141$1!Q(1:"(B(B( ZD(%!$1$7$@RWY.H!'H!HB(B(A8F$8"141$1!Q(1:"( MB(B( ZD(%!$1$7$@%8$B(B(B#J0B4$1$1,2!5 2*B(B(.)!AFJ89Z$9D1L&" M!4E*2J)BQ8J!;HJ(B(A(P.S>O1N/Q\/ITZ>SM+SE1@(+%"B Q^,)=#,R;/?N MW>S>O3O0S<@5=LUFUUR@;%:E;-:D;-9CM5P>CX<"!0ID>7G+C01:361D) #; MMV\/<$MRGEVSV347*)M5*9LU*9OUV#57>BPW$B@B(B(BV:?-F/[/'T[ES9S9NW.CG5F;-W]D^__QS.G7JQ,2)$^G1HP>S9LU*G2/7LR M9LP8NG;M:HG_;1G)Y?5ZF3ES)N'AX7S__?Z 7;C]7KY]==?:=RX M,3$Q,1<\%AP&C5J!**967*I M;),G3^:::ZYA\.#!G#ESAK"P,+ITZ4)86%B 6ILYE\K6N7-GIDR90J-&C?CM MM]]HV;(E.W?N)"@H*$"MS9S]^_?)GS\_ +___CM5 MJU;U:QNS(B.Y3IX\R=2I4QD^?+B_FYS;M\^?3!>#X\>-<>^VU%"A0P*_MS(J,9-NYO3H084*%5*G!P4%<<455P"P;-DRZM>O#\!UUUW'P8,'^?///_W?V$S(2*ZZ M=>M:XG]9=F@D,(<\_OCC&9[WK[_^8MZ\>#BOO_XZ<7%Q5*M6C;5KUU*F3!D_M##K M,G,<\7J]+%NVC!4K5N1BBW).1K+UZM6+#ATZT*=/'W[^^6>>?OII2^Q[&>^\]VK5KA\MEGQ,ZG3IUHG7KUO3LV9/$Q$0J5:I$S9HU;;&_+5RXD&G3 MIC%ERA1"0T.)B(BPY*48LV?/)CDYF8$#!Z9.BXB((#X^/O5^?'R\Y0JIM'(Y M@7V.'A9P\N1)>O;LR;!APZA5JQ:+%BT*=)-RS/CQXU-_+U6J%(F)B9PX<2* M+>XVHJ"BBHJ( B(J*LL4_)("! P>2E)0$P(D3)_CKK[\H7;IT M@%N5,YHU:\8??_P!@&F:'#AP@$J5*@6X53EKP8(%=.W:-=#-R%'[]NVC1(D2 M (2$A%"H4"'.G3L7X%;EC ,'#C!\^'#Z]NU+DR9-J%V[-N'AX8%N5J;\?9P? M.' @O_SR2^JUMJU:M6+MVK4 [-BQ@Y(E2^;I4<#_2B^7$V@D,!?,F3.'U:M7 M<^;,&:9.GO'^'AX>S8 ML8.A0X=2L6+%P#8V$]++!7#PX$'FSY\/P*A1H^C:M2NE2I4*4$LS+[UL)4J4 MX/'''Z="A0ILW[Z=A0L76N8"_+^EE^WYYY^G;]^^1$='<_3H4?KV[4OUZM4# MV]A,NM1S\JNOON+FFV].O0[7:M++-G7J5"9.G,CFS9LY?/@P]]Y[+[?>>FM@ M&YM)Z67[]--/F3!A C5JU.#8L6/,FS

    >HGQX\=3M6I5WGKK+4Z> M/$ET=#0U:M1@U*A1]._?GYB8&';MVF6I 8Y+Y8J)B6'V[-G$Q<6Q8,$"SIX] M:YE/&L@HPS1-,]"-$!$1$1'_TNE@$1$1$0=2$2@B(B+B0"H"141$1!Q(1:"( MB(B( ZD(%!$1$7$@%8$B(B(B#J0B4$1$1,2!5 2*B(B(.)"*0!$1$1$'4A$H M(B(BXD J D5$1$0<2$6@B(B(B .I"!01$1%Q(!6!(B(B(@ZD(E!$1$3$@50$ XML 31 R2.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Total
    Virtus Stone Harbor Emerging Markets Corporate Debt Fund
    Virtus Stone Harbor Emerging Markets Corporate Debt Fund
    Investment Objective

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Fees and Expenses

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Emerging Markets Corporate Debt Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Corporate Debt Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

     Shareholder Fees (fees paid directly from your investment)
    Shareholder Fees - Virtus Stone Harbor Emerging Markets Corporate Debt Fund
    Class A Shares
    Class I Shares
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) 3.75% none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) none none
     Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Annual Fund Operating Expenses - Virtus Stone Harbor Emerging Markets Corporate Debt Fund
    Class A Shares
    Class I Shares
    Management Fees 0.85% 0.85%
    Distribution and Shareholder Servicing (12b-1) Fees 0.25% none
    Line of Credit Commitment Fees 0.01% 0.01%
    Remaining Other Expenses 2.36% 2.29%
    Total Other Expenses 2.37% [1] 2.30% [2]
    Total Annual Fund Operating Expenses 3.47% 3.15%
    Less: Expense Reimbursement [3] (2.21%) (2.14%)
    Total Annual Fund Operating Expenses After Expense Reimbursement [3],[4] 1.26% 1.01%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Restated to reflect current fees and expenses.

    [3]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.25% for Class A Shares and 1.00% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [4]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.27% for Class A Shares and 1.02% for Class I Shares.

    Example

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

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example - Virtus Stone Harbor Emerging Markets Corporate Debt Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 499 $ 103
    3 Years 989 554
    5 Years 1,730 1,261
    10 Years $ 3,684 $ 3,145
    Expense Example, No Redemption - Virtus Stone Harbor Emerging Markets Corporate Debt Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 499 $ 103
    3 Years 989 554
    5 Years 1,730 1,261
    10 Years $ 3,684 $ 3,145
    Portfolio Turnover

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 14% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Corporate Debt Investments. “Emerging Markets Corporate Debt Investments” are debt instruments, including loans, issued by corporations or other business organizations that are economically tied to an emerging market country. A corporation or other business organization is economically tied to an emerging market country if it issues securities that are principally traded on the country’s securities markets or if it is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Corporate Debt Investments also include derivative instruments used for hedging purposes or to otherwise gain or reduce long or short exposure to Emerging Markets Corporate Debt Investments. For example, the fund may utilize futures or other derivatives whose return is based on specific Emerging Markets Corporate Debt Investments or indices of such investments. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund may also invest in sovereign debt securities. The fund’s investments may be denominated in non-U.S. currencies or in the U.S. dollar.

    The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. The fund’s investments may include, among other things, corporate debt securities, sovereign debt securities, structured notes, convertible securities, securities issued by supranational organizations, fixed and floating rate commercial loans, loan participations and assignments, private placements, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to the types of investments listed herein. The fund seeks capital appreciation through country selection, issuer selection, industry selection, security selection and currency selection.

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.” Such securities may include those that are in default with respect to the payment of principal or interest.

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Principal Risks

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Performance Information

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Calendar year total returns for Class I Shares 
    Bar Chart
                   

    Best Quarter:

    2020, Q2:

    20.05%

    Worst Quarter:

    2020, Q1:

    -20.12%

    Year to Date (6/30/2022):

    -15.27%

    Average Annual Total Returns

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

    Average Annual Total Returns - Virtus Stone Harbor Emerging Markets Corporate Debt Fund
    Label
    1 Year
    5 Years
    10 Years
    Class I Shares Return Before Taxes 1.95% 5.44% 5.55%
    Class I Shares | After Taxes on Distributions Return After Taxes on Distributions 0.08% 3.37% 3.41%
    Class I Shares | After Taxes on Distributions and Sales Return After Taxes on Distributions and Sale of Fund Shares 1.15% 3.26% 3.32%
    JPMorgan CEMBI Broad Diversified Index JPMorgan CEMBI Broad Diversified Index (reflects no deduction for fees, expenses or taxes) 0.91% 5.36% 5.64%

    The J.P. Morgan CEMBI Broad Diversified Index tracks total returns for U.S. dollar denominated debt instruments issued by corporate entities in emerging markets countries. The benchmark limits the current face amount allocations of the bonds in the CEMBI Broad by constraining the total face amount outstanding for countries with larger debt stocks. Qualifying corporate bonds have a face amount greater than USD 300 million, maturity greater than 5 years, verifiable prices and cash flows, and from countries with Asia ex Japan, Latin America, Eastern Europe, Middle East, and Africa. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

    After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable

    entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

    XML 32 R3.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Label Element Value
    Virtus Stone Harbor Emerging Markets Corporate Debt Fund  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading Virtus Stone Harbor Emerging Markets Corporate Debt Fund
    Objective [Heading] rr_ObjectiveHeading Investment Objective
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Emerging Markets Corporate Debt Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Corporate Debt Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

    Shareholder Fees Caption [Text] rr_ShareholderFeesCaption  Shareholder Fees (fees paid directly from your investment)
    Operating Expenses Caption [Text] rr_OperatingExpensesCaption  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 14% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 14.00%
    Expense Breakpoint Discounts [Text] rr_ExpenseBreakpointDiscounts You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds.
    Expense Breakpoint, Minimum Investment Required [Amount] rr_ExpenseBreakpointMinimumInvestmentRequiredAmount $ 50,000
    Expense Example [Heading] rr_ExpenseExampleHeading Example
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

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

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Corporate Debt Investments. “Emerging Markets Corporate Debt Investments” are debt instruments, including loans, issued by corporations or other business organizations that are economically tied to an emerging market country. A corporation or other business organization is economically tied to an emerging market country if it issues securities that are principally traded on the country’s securities markets or if it is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Corporate Debt Investments also include derivative instruments used for hedging purposes or to otherwise gain or reduce long or short exposure to Emerging Markets Corporate Debt Investments. For example, the fund may utilize futures or other derivatives whose return is based on specific Emerging Markets Corporate Debt Investments or indices of such investments. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund may also invest in sovereign debt securities. The fund’s investments may be denominated in non-U.S. currencies or in the U.S. dollar.

    The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. The fund’s investments may include, among other things, corporate debt securities, sovereign debt securities, structured notes, convertible securities, securities issued by supranational organizations, fixed and floating rate commercial loans, loan participations and assignments, private placements, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to the types of investments listed herein. The fund seeks capital appreciation through country selection, issuer selection, industry selection, security selection and currency selection.

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.” Such securities may include those that are in default with respect to the payment of principal or interest.

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Corporate Debt Investments.
    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Risk Lose Money [Text] rr_RiskLoseMoney If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table below provide some indication of the potential risks of investing in the fund.
    Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 800-243-1574
    Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress virtus.com
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.
    Bar Chart [Heading] rr_BarChartHeading Calendar year total returns for Class I Shares 
    Bar Chart Does Not Reflect Sales Loads [Text] rr_BarChartDoesNotReflectSalesLoads Returns do not reflect sales charges applicable to other share classes and would be lower if they did.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
                   

    Best Quarter:

    2020, Q2:

    20.05%

    Worst Quarter:

    2020, Q1:

    -20.12%

    Year to Date (6/30/2022):

    -15.27%

    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns
    Performance Table Does Reflect Sales Loads rr_PerformanceTableDoesReflectSalesLoads Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities.
    Performance Table One Class of after Tax Shown [Text] rr_PerformanceTableOneClassOfAfterTaxShown After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

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

    Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

    The J.P. Morgan CEMBI Broad Diversified Index tracks total returns for U.S. dollar denominated debt instruments issued by corporate entities in emerging markets countries. The benchmark limits the current face amount allocations of the bonds in the CEMBI Broad by constraining the total face amount outstanding for countries with larger debt stocks. Qualifying corporate bonds have a face amount greater than USD 300 million, maturity greater than 5 years, verifiable prices and cash flows, and from countries with Asia ex Japan, Latin America, Eastern Europe, Middle East, and Africa. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

    After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable

    entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.

    Virtus Stone Harbor Emerging Markets Corporate Debt Fund | JPMorgan CEMBI Broad Diversified Index  
    Risk/Return: rr_RiskReturnAbstract  
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Label rr_AverageAnnualReturnLabel JPMorgan CEMBI Broad Diversified Index (reflects no deduction for fees, expenses or taxes)
    1 Year rr_AverageAnnualReturnYear01 0.91%
    5 Years rr_AverageAnnualReturnYear05 5.36%
    10 Years rr_AverageAnnualReturnYear10 5.64%
    Virtus Stone Harbor Emerging Markets Corporate Debt Fund | Class A Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol VSHAX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice 3.75%
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.85%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
    Line of Credit Commitment Fees rr_Component1OtherExpensesOverAssets 0.01%
    Remaining Other Expenses rr_Component3OtherExpensesOverAssets 2.36%
    Total Other Expenses rr_OtherExpensesOverAssets 2.37% [1]
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 3.47%
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (2.21%) [2]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 1.26% [2],[3]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates Estimated for current fiscal year, as annualized.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees  
    1 Year rr_ExpenseExampleYear01 $ 499
    3 Years rr_ExpenseExampleYear03 989
    5 Years rr_ExpenseExampleYear05 1,730
    10 Years rr_ExpenseExampleYear10 3,684
    1 Year rr_ExpenseExampleNoRedemptionYear01 499
    3 Years rr_ExpenseExampleNoRedemptionYear03 989
    5 Years rr_ExpenseExampleNoRedemptionYear05 1,730
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 3,684
    Virtus Stone Harbor Emerging Markets Corporate Debt Fund | Class I Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol SHCDX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.85%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Line of Credit Commitment Fees rr_Component1OtherExpensesOverAssets 0.01%
    Remaining Other Expenses rr_Component3OtherExpensesOverAssets 2.29%
    Total Other Expenses rr_OtherExpensesOverAssets 2.30% [4]
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 3.15%
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (2.14%) [2]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 1.01% [2],[3]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Expenses Restated to Reflect Current [Text] rr_ExpensesRestatedToReflectCurrent Restated to reflect current fees and expenses.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees  
    1 Year rr_ExpenseExampleYear01 $ 103
    3 Years rr_ExpenseExampleYear03 554
    5 Years rr_ExpenseExampleYear05 1,261
    10 Years rr_ExpenseExampleYear10 3,145
    1 Year rr_ExpenseExampleNoRedemptionYear01 103
    3 Years rr_ExpenseExampleNoRedemptionYear03 554
    5 Years rr_ExpenseExampleNoRedemptionYear05 1,261
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 3,145
    Annual Return 2012 rr_AnnualReturn2012 16.24%
    Annual Return 2013 rr_AnnualReturn2013 (1.89%)
    Annual Return 2014 rr_AnnualReturn2014 4.29%
    Annual Return 2015 rr_AnnualReturn2015 0.17%
    Annual Return 2016 rr_AnnualReturn2016 10.46%
    Annual Return 2017 rr_AnnualReturn2017 9.28%
    Annual Return 2018 rr_AnnualReturn2018 (4.69%)
    Annual Return 2019 rr_AnnualReturn2019 13.93%
    Annual Return 2020 rr_AnnualReturn2020 7.75%
    Annual Return 2021 rr_AnnualReturn2021 1.95%
    Year to Date Return, Label rr_YearToDateReturnLabel Year to Date
    Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
    Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (15.27%)
    Label rr_HighestQuarterlyReturnLabel Best Quarter
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 20.05%
    Label rr_LowestQuarterlyReturnLabel Worst Quarter
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (20.12%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    1 Year rr_AverageAnnualReturnYear01 1.95%
    5 Years rr_AverageAnnualReturnYear05 5.44%
    10 Years rr_AverageAnnualReturnYear10 5.55%
    Virtus Stone Harbor Emerging Markets Corporate Debt Fund | Class I Shares | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    1 Year rr_AverageAnnualReturnYear01 0.08%
    5 Years rr_AverageAnnualReturnYear05 3.37%
    10 Years rr_AverageAnnualReturnYear10 3.41%
    Virtus Stone Harbor Emerging Markets Corporate Debt Fund | Class I Shares | After Taxes on Distributions and Sales  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    1 Year rr_AverageAnnualReturnYear01 1.15%
    5 Years rr_AverageAnnualReturnYear05 3.26%
    10 Years rr_AverageAnnualReturnYear10 3.32%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.25% for Class A Shares and 1.00% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [3]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.27% for Class A Shares and 1.02% for Class I Shares.

    [4]

    Restated to reflect current fees and expenses.

    GRAPHIC 33 BarChart2.png IDEA: XBRL DOCUMENT begin 644 BarChart2.png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htm IDEA: XBRL DOCUMENT v3.22.2.2
    Total
    Virtus Stone Harbor Emerging Markets Debt Fund
    Virtus Stone Harbor Emerging Markets Debt Fund
    Investment Objective

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Fees and Expenses

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Emerging Markets Debt Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Debt Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

     Shareholder Fees (fees paid directly from your investment)
    Shareholder Fees - Virtus Stone Harbor Emerging Markets Debt Fund
    Class A Shares
    Class I Shares
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) 3.75% none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) none none
     Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Annual Fund Operating Expenses - Virtus Stone Harbor Emerging Markets Debt Fund
    Class A Shares
    Class I Shares
    Management Fees 0.60% 0.60%
    Distribution and Shareholder Servicing (12b-1) Fees 0.25% none
    Line of Credit Commitment Fees 0.01% 0.01%
    Remaining Other Expenses 0.26% 0.19%
    Total Other Expenses 0.27% [1] 0.20% [2]
    Total Annual Fund Operating Expenses [3] 1.12% 0.80%
    Less: Expense Reimbursement [3] (0.11%) (0.07%)
    Total Annual Fund Operating Expenses After Expense Reimbursement [3],[4] 1.01% 0.73%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Restated to reflect current fees and expenses.

    [3]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.00% for Class A Shares and 0.72% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [4]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.03% for Class A Shares and 0.75% for Class I Shares.

    Example

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

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example - Virtus Stone Harbor Emerging Markets Debt Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 474 $ 75
    3 Years 696 241
    5 Years 948 430
    10 Years $ 1,668 $ 976
    Expense Example, No Redemption - Virtus Stone Harbor Emerging Markets Debt Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 474 $ 75
    3 Years 696 241
    5 Years 948 430
    10 Years $ 1,668 $ 976
    Portfolio Turnover

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 104% of the average value of its portfolio. High levels of portfolio turnover increase transaction costs and taxes and may lower investment performance.

    Principal Investment Strategies

    Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Fixed Income Securities. “Emerging Markets Fixed Income Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans. Emerging Markets Fixed Income Securities may be denominated in non-U.S. currencies or the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Fixed Income Securities also include derivatives and other instruments used to hedge or gain exposure to emerging securities markets (for example, futures or other derivatives whose return is based on specific emerging markets securities or indices). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The Fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.

    The subadviser has broad discretion to identify and invest in countries that it considers to be emerging securities markets. The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. Emerging Markets Fixed Income Securities may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities and derivatives related to these types of securities. The fund seeks capital appreciation through country selection, sector selection and security selection.

     

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Principal Risks

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

     

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Performance Information

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Calendar year total returns for Class I Shares 
    Bar Chart
                   

    Best Quarter:

    2020, Q2:

    18.89%

    Worst Quarter:

    2020, Q1:

    -18.76%

    Year to Date (6/30/2022):

    -24.19%

    Average Annual Total Returns

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

    Average Annual Total Returns - Virtus Stone Harbor Emerging Markets Debt Fund
    Label
    1 Year
    5 Years
    10 Years
    Class I Shares Return Before Taxes (2.51%) 4.18% 4.30%
    Class I Shares | After Taxes on Distributions Return After Taxes on Distributions (4.33%) 1.83% 1.91%
    Class I Shares | After Taxes on Distributions and Sales Return After Taxes on Distributions and Sale of Fund Shares (1.48%) 2.17% 2.23%
    JPMorgan EMBI Global Diversified Index JPMorgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes) (1.80%) 4.65% 5.28%

    The J.P. Morgan EMBI Global Diversified Index (EMBI Global Diversified) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities: Brady bonds, loans, and Eurobonds. The index limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by the EMBI Global. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

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

    XML 35 R11.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Label Element Value
    Virtus Stone Harbor Emerging Markets Debt Fund  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading Virtus Stone Harbor Emerging Markets Debt Fund
    Objective [Heading] rr_ObjectiveHeading Investment Objective
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Emerging Markets Debt Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Debt Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

    Shareholder Fees Caption [Text] rr_ShareholderFeesCaption  Shareholder Fees (fees paid directly from your investment)
    Operating Expenses Caption [Text] rr_OperatingExpensesCaption  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 104% of the average value of its portfolio. High levels of portfolio turnover increase transaction costs and taxes and may lower investment performance.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 104.00%
    Expense Breakpoint Discounts [Text] rr_ExpenseBreakpointDiscounts You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds.
    Expense Breakpoint, Minimum Investment Required [Amount] rr_ExpenseBreakpointMinimumInvestmentRequiredAmount $ 50,000
    Expense Example [Heading] rr_ExpenseExampleHeading Example
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

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

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Fixed Income Securities. “Emerging Markets Fixed Income Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans. Emerging Markets Fixed Income Securities may be denominated in non-U.S. currencies or the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Fixed Income Securities also include derivatives and other instruments used to hedge or gain exposure to emerging securities markets (for example, futures or other derivatives whose return is based on specific emerging markets securities or indices). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The Fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.

    The subadviser has broad discretion to identify and invest in countries that it considers to be emerging securities markets. The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. Emerging Markets Fixed Income Securities may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities and derivatives related to these types of securities. The fund seeks capital appreciation through country selection, sector selection and security selection.

     

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Fixed Income Securities.
    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

     

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Risk Lose Money [Text] rr_RiskLoseMoney If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table below provide some indication of the potential risks of investing in the fund.
    Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 800-243-1574
    Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress virtus.com
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.
    Bar Chart [Heading] rr_BarChartHeading Calendar year total returns for Class I Shares 
    Bar Chart Does Not Reflect Sales Loads [Text] rr_BarChartDoesNotReflectSalesLoads Returns do not reflect sales charges applicable to other share classes and would be lower if they did.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
                   

    Best Quarter:

    2020, Q2:

    18.89%

    Worst Quarter:

    2020, Q1:

    -18.76%

    Year to Date (6/30/2022):

    -24.19%

    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns
    Performance Table Does Reflect Sales Loads rr_PerformanceTableDoesReflectSalesLoads Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities.
    Performance Table One Class of after Tax Shown [Text] rr_PerformanceTableOneClassOfAfterTaxShown After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

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

    Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

    The J.P. Morgan EMBI Global Diversified Index (EMBI Global Diversified) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities: Brady bonds, loans, and Eurobonds. The index limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by the EMBI Global. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

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

    Virtus Stone Harbor Emerging Markets Debt Fund | JPMorgan EMBI Global Diversified Index  
    Risk/Return: rr_RiskReturnAbstract  
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Label rr_AverageAnnualReturnLabel JPMorgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes)
    1 Year rr_AverageAnnualReturnYear01 (1.80%)
    5 Years rr_AverageAnnualReturnYear05 4.65%
    10 Years rr_AverageAnnualReturnYear10 5.28%
    Virtus Stone Harbor Emerging Markets Debt Fund | Class A Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol VSHCX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice 3.75%
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.60%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
    Line of Credit Commitment Fees rr_Component1OtherExpensesOverAssets 0.01%
    Remaining Other Expenses rr_Component3OtherExpensesOverAssets 0.26%
    Total Other Expenses rr_OtherExpensesOverAssets 0.27% [1]
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.12% [2]
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.11%) [2]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 1.01% [2],[3]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates Estimated for current fiscal year, as annualized.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees  
    1 Year rr_ExpenseExampleYear01 $ 474
    3 Years rr_ExpenseExampleYear03 696
    5 Years rr_ExpenseExampleYear05 948
    10 Years rr_ExpenseExampleYear10 1,668
    1 Year rr_ExpenseExampleNoRedemptionYear01 474
    3 Years rr_ExpenseExampleNoRedemptionYear03 696
    5 Years rr_ExpenseExampleNoRedemptionYear05 948
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 1,668
    Virtus Stone Harbor Emerging Markets Debt Fund | Class I Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol SHMDX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.60%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Line of Credit Commitment Fees rr_Component1OtherExpensesOverAssets 0.01%
    Remaining Other Expenses rr_Component3OtherExpensesOverAssets 0.19%
    Total Other Expenses rr_OtherExpensesOverAssets 0.20% [4]
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.80% [2]
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.07%) [2]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 0.73% [2],[3]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Expenses Restated to Reflect Current [Text] rr_ExpensesRestatedToReflectCurrent Restated to reflect current fees and expenses.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees  
    1 Year rr_ExpenseExampleYear01 $ 75
    3 Years rr_ExpenseExampleYear03 241
    5 Years rr_ExpenseExampleYear05 430
    10 Years rr_ExpenseExampleYear10 976
    1 Year rr_ExpenseExampleNoRedemptionYear01 75
    3 Years rr_ExpenseExampleNoRedemptionYear03 241
    5 Years rr_ExpenseExampleNoRedemptionYear05 430
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 976
    Annual Return 2012 rr_AnnualReturn2012 17.00%
    Annual Return 2013 rr_AnnualReturn2013 (8.77%)
    Annual Return 2014 rr_AnnualReturn2014 2.87%
    Annual Return 2015 rr_AnnualReturn2015 (0.90%)
    Annual Return 2016 rr_AnnualReturn2016 14.13%
    Annual Return 2017 rr_AnnualReturn2017 11.56%
    Annual Return 2018 rr_AnnualReturn2018 (8.49%)
    Annual Return 2019 rr_AnnualReturn2019 15.20%
    Annual Return 2020 rr_AnnualReturn2020 7.05%
    Annual Return 2021 rr_AnnualReturn2021 (2.51%)
    Year to Date Return, Label rr_YearToDateReturnLabel Year to Date
    Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
    Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (24.19%)
    Label rr_HighestQuarterlyReturnLabel Best Quarter
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 18.89%
    Label rr_LowestQuarterlyReturnLabel Worst Quarter
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (18.76%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    1 Year rr_AverageAnnualReturnYear01 (2.51%)
    5 Years rr_AverageAnnualReturnYear05 4.18%
    10 Years rr_AverageAnnualReturnYear10 4.30%
    Virtus Stone Harbor Emerging Markets Debt Fund | Class I Shares | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    1 Year rr_AverageAnnualReturnYear01 (4.33%)
    5 Years rr_AverageAnnualReturnYear05 1.83%
    10 Years rr_AverageAnnualReturnYear10 1.91%
    Virtus Stone Harbor Emerging Markets Debt Fund | Class I Shares | After Taxes on Distributions and Sales  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    1 Year rr_AverageAnnualReturnYear01 (1.48%)
    5 Years rr_AverageAnnualReturnYear05 2.17%
    10 Years rr_AverageAnnualReturnYear10 2.23%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.00% for Class A Shares and 0.72% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [3]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.03% for Class A Shares and 0.75% for Class I Shares.

    [4]

    Restated to reflect current fees and expenses.

    GRAPHIC 36 BarChart3.png IDEA: XBRL DOCUMENT begin 644 BarChart3.png MB5!.1PT*&@H -24A$4@ =D %6" 8 EH>7A35?['\?=M4\ "+2BT((L49+-L^A-4$"DZ"** @@BB(JNBN*'LB.RH"+*( M#B.@*,(XHXP+XC*,&PZ**"A@!:D%9+64 BTM2)LFOS^J&9:6IDUOTGO\O)XG M3W-O[G*^.2?YYIQ[FEA>K]>+B(B(E+BP4!= 1$3$5$JR(B(B-E&2%1$1L8F2 MK(B(B$V49$5$1&RB)"LB(F(3)5D1$1&;*,F*B(C81$E61$3$)DJR(B(B-E&2 M%1$1L8F2K(B(B$V49$5$1&SB"G4!2E*U:M7(RLJB=NW:H2Z*B(@88/?NW90O M7YY??_VU6/L;E62SLK(XF9U-9K8GU$41$1$#G,S.)C> E&)4DJU=NS:9V1[^ M]N%7H2Z*B(@8X-Y.5P6TOZ[)BHB(V$1)5D1$Q"9*LB(B(C8Q,LE:A=RWSEA? MT#$*V]?R8]F?,A6T_9GK_3V>OPI['@IZOLZ,LZ!]SG5,?\I2T//OS[[G.I\_ MS]>YZO+,\A1T_US'+6A=46/)K[R!U$MQ7B_^M-/\RE;0:^QQ_&(_5_T6Y7SG.F=A;:BP_8MROL*V*^PY"/1^0>\]A=7UN13V?!76YHO" MJ(E/IRJIA.3OON=Z$R[*_H6M+ZFX\CM'88_YVZ"+FVCS>\S?1%O4]45YO@JK MFX+N%_<-^US[%N=-\,QUQ4FTA9W;WW9:V'(@[=O?MFIWHBWJ<8N3:.TJBS_E MR6^[XKX_%??]M;#'BAI#2;V7YL?(GJR(B$AIH"0K(B)B$R59$1$1FRC)BHB( MV"0H27;OWKT,'#B0QHT;^];MVK6+1HT:D9"00$)" KU[]PY&441$1((F*+.+ MUZQ90_?NW5F[=NUIZT>/'DV_?OV"4001*<52#^QCZ=RGV/K=>A9^]#4 F];] MEW>7ODCC2UNR&?) B(K1M&@V65]SQ$ MK;KU@Q>\&"TH2;9/GSY\]MEG9ZU?N7(EJ:FII*>GT[ES9UJW;NW7\>+CX_-= MGYR<3&RMN$"**B(A\,,W7]*FXTW\N/%KW[KLDR>X[9Z':=C\__CMQ'&Z-Z]% MQYYW4+YB]&G[_GO%#1>KY<^5S4BH4L/ZC9JPL*GQG/=S;VXY+(K M -BQ=0L JY:_Q(UW#""N83RC^][,U1V[\-^/5G+1Q0V58*5$A>S_9*M6K;UOWWM'4MVW7PW3^P>R234Q,S'=]?'R\?N9.Q#"OOS"+KS_]B ')SN;G?$'[X]BL>']B3!:O6);3DI*HD&#!J$JCHB44KWO?XRG7UO)XAD3^.&;+\]Z_*49$SF_:BR/ M/?T\TUY>P;K_O,\7[[]-9(6*6)9%X\M: 7#)95>P.VD;&4<.4[YB-'_ MQ\:SZZY\Z'1+)W[5+##%$,%I2>[>O5J7G_]==+2TI@Z M=2KWW7FK;,^\W/L+ P*E6I2G;V M2ZE8Z7PJ1%?RG>-H6BH?O_T/GEBPC*\_^9#H MRN<3%A:&9974-]?*GUU0DFR'#AW.2J#MV[>G??OVP3B]_$D%,IGFY&^_T7_X M$\1<6(O=/__$H[TZ^9)LY2JQ/#1E]EGGTV2:XMOXWT_Y[+U_<>S(898_/Y.; M^@P@HDQ97I@\BEIUZW,T[1 7Q%[(M=UZ O#2,Y.X^))F=.U[#WT?&R8,H8_K%@-E=W%RZWC68>= M^6[_Z%/S??=KU6O $W]]+=_M:M2IQZAG%Q9XWE,?*UON/!Z>-J<(I18IG)*L M_"D5-ID&(/OD25Z;]Q2;OU[+T(DS?.O;=^U)7,-+<$5$\.ZK+S+W\4<8]>Q" M3:81D;/H:Q7E3ZFPR30 9E MW-G9S'OB4:K5J$W*_CU<>6U'FE_9%H",HX=9-&,"D>4KLF-;(L.F MSSOMO NFC670*9-I_JK)-")_6I;7Z_6&NA EY8\OHUCXX5>A+HJ(B!A@<*>\ M?P_[)6EKL?8WKR=;4GU\$0FI?_[[0[ L" O'"@\'5P26*P(KHDS>S97WEW 7 M5K@+PL+RM@?P>L&3BS-TY>'.R\V[NO+_DNO'FNL'C :^7VZ[72(/D M(\!\8N0U61$1D=) 259$1,0FY@T7 QHO%I&BT_N&E#SU9$5$1&QB:$]6)'__ M_/<'Q9M,4ZR)-#>$.EP1"3'U9$5$1&RB)"LB(F(3XX:+]6^R4EJH'3J+ZDOR M$VB[4$]61$3$)DJR(B(B-E&2%1$1L8F2K(B(B$V49$5$1&QBW.QBT"Q!*1W4 M#IU%]25V4$]61$3$)D;V9*5H4@_LX]6Y3Y*X<3TO_7L] !Z/AR7/3L,5X>+H MX31:7-F6:V[H=M:^!_?OY:59DXEK$,_>73]S3:=NM&SW%P#6?/ .&__[*=5J MUV%WTC8&CYY"Y2I5V;,CB;>6+*!\Q2@:-+N4MAV[ C!K] /<=L_#U*I;/WC! MBXC8R,PDJW&?(MGRS9=N[]&'K(QT^EUW.2]__ WN'#=S'G^$Y6L3*7=>).\M M?YF%3X]GY,P%K%RVF"YW#""N43PC[^Q&VTY=^>+#=ZE=OR&UZAF48-4.G47U M)3;0<+%P;;>>E(N,/&W=NH\_(/[_K@ @W.7BXOCF?//Y?\[:=]^N9&)KU@:@ M?%0TKH@(MGZ_@91]>RA?H2+ESLL[[H6UX]CPQ:< 5(RN1,;1PYPXGD69LN5( M/YS&?]YZG1X#AMH9IHA(T"G)2KZ.'$HELF)%WW+Y"A4Y>BCUK.V:MFQ-XK=? M W!@SRX.IZ9P_%@&M>O5)R_SZ^^_)S_O["LPP> M,YF_31_'P)$3>7/1?);,GL:6]5\&(4(1$?N9.5PL :M.D%WECT'&7*E*-NHWAB:];FO/(5>'+)"E:^]A(7Q%:C?(6* MI_5X^SWZ. "?KWJ+.@TNX?#!7_GM>!9]'Q[#J+NZ\E"EW'@V: M7@J .R>;0:,F10ZEYP\0#AY)U+(.H\R\@+"P,71P3 M$5,8V9/56W31;/CB4SY];P491P^S;/XS=+EC(-=TZDIRXF:6/#N5],.'&3QR M$E5^G_2T>,9$ZC=ISLU][V';]]^P]J/W:-3B"* MP')%8$64R;NY\OX2[L(*=T%86-[V7B]X77#?> M7#=X/.#U]61%1$1L8F1/UM+%%<.)B(@@-365]NW;<^NMMP:C."(B(D$1E"2[9LT:NG?OSMJU M:WWK5JQ8P:Y=NUBV;!ENMYNO2IDT;JE>O'O@)]9'4>4RL,Q-C,IGJ2VP0 ME&NR??KTH7SY\J>M6[ER)6W:M ' Y7)QV667\>&''P:C."(B(D$1LFNR*2DI M1$5%^9:CHJ)(24GQ:]_X^/A\URZ__W[<;C<;-VYD MWKQY?NV;F)B8[_KX^'B.YWA*LI@B(B+%%I2>[.K5JUFZ="EI:6E,G3J5M+0T M>O3HP4477<3X\>-Y\,$'>?KIITMFTI.(B$@I$92>;(<.'>C0H<-9ZZ=/GQZ, MTXN(B(2$OHQ"2@43Z\S$F$RF^A([&)ED]6IQ(!/KS,283*;Z$AOHNXM%1$1L M8F1/5A](G589S*QSDR,R62J+\E/H.U" MUV1%1$1LHB0K(B)B$R59$1$1FQAW319T;<6)3*PS$V,RF>I+[&!DDM7/:3B0 MB75F8DPF4WV)#31<+"(B8A,C>[+Z/.H\)M:9B3&93/4E=E!/5D1$Q";JR4JI M8&*=F1B3R51?8@?U9$5$1&QB9$]6'TD=R,0Z,S$FDZF^Q ;JR8J(B-C$R)ZL M/I ZCXEU9F),)E-]B1W4DQ41$;&)DJR(B(A--%PLI8*)=69B3"8+1GT-']"; M8QGION5')SY-PR;-3MMF];O_XKNOUU+I_ O(=;L9,G(\EF7Q[W=6L&;U^S2, M;TKB=QMHW[DK'6_NB=?K9=:$4<1>6(.#^_?SZ*2GL"R+=9]_S \;OV70L%%! MB$P*8F22U;N; YE89R;&9+(@U%>#^&;<,WQL@8\?/+"?%YZ>Q)M?;"0\/)PQ M]][-IQ^^R[6=NW'RY D>&#.1:C5KL3-I&X.Z74_'6WJR/7$+X:YP[KKO869/ M&L/V'[=0H_9%_//EOS%C\7*UPQ S,\F*B)1"*?OW\O*\9["L,"++5Z![WX&X M7/][&U[WV7]HU+0YX>'A %QZ91O6?+2*:SMWHTNO.WW;[=FY@WH-&P-0(2J* MC"-' ,@X_SPH53*5XCRE:5"Q2@.IZ;ZEK-/GN3%6=/9 M\-47C)PV"PN+FK7C:-&J-8OGS.#_KFK+SNT_426F&ID9Z2R8,86*496X<\A# MML=FJD!;A28^B8@$29-++\?Z_2?U6K9-X.O//SGM\?.KQ)"5F>%;SCJ6P?E5 M8WS+9G#6= M>X<_3E;F,;[]PF[',X^Q\-DG?YX/5B =&5 M*G->9"2_[MU]VCGF3!['T%$3B(B(("PLC/"P,"J??P&9Z>DAKT^GW@)EW'"Q MB$AIY')%\//6'WAAQF19..Z__+\4Y-XY;U/B:E^(4-'3V#& MXX\17:DRM>O6H_T-70%PYV3SY.B'J5[S(@[LVTW;#IVYO$T[W_$__V@5L=4O M],U6OJ9#9UY^;A;[=N^DV^UWAR1F,37)AN)CL 3&Q#HS,2:3V5Q?9<\KQXQ% MR\Y:7[5Z=5JU3? M7]^M!]=WZW'6=@,>'G'.X[?K="/M.MWH6^YSS]#B%U9* MC)'#Q2(B(J6!D3U9=2"ID^?3EA8&!4J5&#(D"&%?A58?'Q\ONN3DY.I<5&=M[O>#)Q9N;"^X< MO.X3=WWE]RW7ASW>#Q@-?+ [=T"4Y04J"0)]E[[[V7EBU;8ED6PX>>*+0 M))N8F)CO^OCX>'YS>U'3;)O M.2DIB08-&H2P1"(B(B4GI#W9B(@(-F_>S/CQ>3_)M&W;-F;-FA7P.3B(B(391D141$;&+<<#'H8K\3F5AG)L9D,A/KR\28 MG$8]61$1$9N8V9/5QS?',;'.3(S)9";6EXDQ.8UZLB(B(C91DA41$;&)F) M,3F->K(B(B(V49(5$1&QB7'#Q1::4>=$)M:9B3&9S,3Z,C&F8 OT*51/5D1$ MQ";&]63A?Y\\O'XL%_0IQ7O*?7^V/]2XI8%TP^%,O_BR?*[8_'C_S?(4MGWF\,]M30\H-=F0?&0S_I@RB^>@M:?Z[VPH/>$XKS6_'G?**^J3;N5SO[!U!6WC3UG.M:ZP[<_<+E1O M#/[$6Y3G\ES'#!9_RN1/&_"W+?B[?*YV5IS72J#'\Z?=VRF0UV9I;'>G*BR> MHM9O8=OZNXV_[SN!U(,_YR_*_D6EX6(1$1&;&-F3M72UWW%,K#,38S*9B?5E M8DQ.HYZLB(B(3$^O,Q)A,9F)]F1B3 MTVBX6$1$Q"9*LB(B(C8Q<[A88R2.8V*=F1B3R4RL+Q-C),3F->K(B(B(V49(5$1&QB9G#Q1HC<1P3Z\S$F$QF M8GV9&)/3J">^TUXN+B.'#@ +-FS:),F3+%/IY^ZLZ9 M3*PS$V,RF8GU96),P1;HT"RP+._O-P\6>3<\N5@>"\*\>>-37B]X MOVXLWUXLT%KTE6)XB^>233Q@]>C3KUZ\'8-6J5N:GE^VOICL?8/Z379E)04HJ*B?,M1 M45&DI*2$L$0B(B(E)Z3#Q;&QL61D9/B6,S(RB(V-+72_Q,3$?-?'Q\>3FGFR MQ,HG(B(2B) FV2NOO)(#!PZ0D9%!5%04:]:LH5NW;@$=L])Y97CWL822*:"? MPF?UQ<*"\# L5SA61#AA$2["RD1 F0C"?K]9X>%8KG (M[ L"Z_7"[[K*FX\ MV6X\.3F0G8/G9 Z>G!S?8^1Z\>(E][%7@QJ;.(/:H(12<=L?4.K;X$UO1P:T M?TB3;&1D)$N7+F78L&%<=-%%9&5E\< ##P1T3,N"J'(1)51"_X21G==@K# L M*QS+OUXTGW(TGUXTW+ =/6 X> M*P>OE8O7OUX@ER;.(,:H,22L5M?T"I;X.!3'J"4O O/ D)"20D)(2Z M&"(B(B4NY$G6#B;_;YC)L8DSJ U*J#FI#1J99!U5 T5E-)!29R;&),Z@-2J@YJ0VJ)RLB(F(30WNRP?V< M$\PO?PYV;.(,:H,22L'^ GPGM4'U9$5$1&QB9$_601]RBL[DV,09U 8EU!S4 M!HU+LJ'XT?;@#M6)G$UM4$(I^,/%SCF7AHM%1$1LHB0K(B)B$^.&B\'LX2R3 M8Q-G4!N44'-2&U1/5D1$Q";F]61#,?,IF$R.39Q!;5!"S4$SG]23%1$1L8EY M/5G,_J!MN59!%%1$2*S=8DV[ES9_;OWW_6^JY=NS)Y\F2F3Y_.%5=< M@=OMIFW;MD1$1'#]]=<'?%XG710O*I-C$V=0&Y10CE%1$3L$++AXH\__IBH$0%)2$C?<<$/)'-Q)'W.*RN38Q!G4!B74'-0&0Y9D8V)BF#AQ(ALV;.#P MX1.?]&T4(O92&Y13 MK/G\,T8\^BB5*E4"H%GSYCSS[.RSMEOZRA(6O?@BYJ5:JR9?,F&C9NS&,C1O+5VK7\:\6; '3O<2M7M6F#Q^/ACMZW\=P+ M"ZA2I8K] 0;8WLU+LIC]'F!R;.(,:H-R*@N8^>RS7-,NH=#MEBY;SD6G_(;X M'X8,&L"#P>?DQ,Q )F/SN3EY:\"L" ?GUIW:8-S\^;QVV]>E,U M& FV!!B99$5$)'B6O_8:&S9L(/WH46[KU9M+"O@YTK^^\#RQU:IQ+".#?@,& M4KMV;5)24MBT:1/_^?='9&9FD9&1S@,//0Q Y4J5.9R6AM?KY?S*YY.T?3M; M-F_BH4<>"6)T@5&2%1&18FO4^!)&CQU'G;@X#APXP#5MKF+MNO7$Q,2WY^[+7&-3_;MY\ MZQTF3)["BPO^BF59/#YA(H\^_""SY\UG^M0IG#QYDEZ];R\PH9<62K(B(E(D M+R]>Q%O_ROON^7^N>,N74*M7KTZU:M79\.TWW-#YQM/VJ1,7Y[O?M%DSLC(S M^3DIB>CH: "NO*HU *W;7,U##PP%H$:-&DR:,A6 63.?H7>?._CD/ZNI5:L6 M/7K>1I]>/7E[Y2I[@PV09A>+B$B1]!\XB'=7?<"[JS[@N7ES24M+ R [.YN] M>_=0K][% .S=NY?L[&P QH\;2TY.#@!I:6G\]MMOU*A9D[KUZE$G+HZ=.W8 ML'OW+]2OW^"T\VW;NI7$+5OH<6M/TM,SN*!*%2(C(\G.S@E6R,5F9$_6Y(D9 M)L*JU.'$8\.H_$EEY"T?3M/3)A(PX8- ;AGX "&/O -W7I2O5J MU7EHZ/W$U:W+CXF)O+3D%2K]WHM]=>DR9CSU)(T:-V;KCS^R\V;0GJ M>8\\W@W+LB \#,L5CA7A(JR,B[ R$5AERA!6-B+OOBLO.Q9OCQI/MQI.=@S<[&\_)G+S[[ER\;C?D>O%ZO52>^DY08Q-G4!L4L<>E MS9L"\&-B8K'VUW"QB(B(391D141$;*(D*R(B8A,C)SZ5^BOA@3 Y-G$&M4$1 MOZDG*R(B8A,E61$1$9L8.5QL\FB6R;&),Z@-BOA//5D1$1&;*,F*B(C81$E6 M1$3$)DJR(B(B-E&2%1$1L8EF%SN,R;&),Z@-BOA//5D1$1&;*,F*B(C81$E6 M1$3$)D9>DPVV"Z;I1ZQ%1.1LAB9937R+^TG"QB(B(391D141$;&+F M<+%<3LH]>7B-_4DQ41$;&)F3W9(,K*RN+>P8-IT+ !J08; /2X MM2>MV[3!X_'0^[;;>&'! JI4J6)[?.(,%TQ_-]1%$)%\&)=D+8([FO7J*TOP MY.8R8<)$O%XOM6I<2._>M].L6;.SMOWNN^_8D?RSKYQ_&#Q@ ,\]_SRU:]?& MX_&0F)B(!3P[FS>7WKU[4U4)5D3$=H'F$^.2;+!5 MKU:=U$.I &1F9A(='4W-FC7/VN[PXKU4/K\RV[=O9_.FS3SRR+"@Q"8B(H%1 MD@U0UV[=6+7J/08.&,"^O7OI<\<=5*Y<^;1M/!X/(T<,Y\FGGL+E.OTI_^67 M7]BW;Q\77WPQ">W;L^RUU^A_]]V\]9+>M_)IWKUZDR9.@V/ MQ\-55UY!@P8-Z7G;;;[M-V[3:U:M>EYVVWTZMF3E:M6!2-D M$1$I!B798A@X:! #!PT"X/9>O;CZFK8 A(6%$1L3R\F3)P'8NW6^_<>-'>) N7;L"L&_?/EY9\C( TZ=-Y>Y^_:E1HP9+ERWGJ2>? MI''C1OSXXU86O_2R[_BYN;F,&C&"Q2_GK>O5JS<3)SS!^O5?,V# P"!'*Z7- MGCU[>'S<.)HV;<+V[=OIT>-6.G;J=-9V1X\>9=3($=2M6Y?MVY-X]+''B(^/ M9]>N78P;,X86E[;@R)$C9&1D,&?N/%PN%VO/F-W>1K/;18K,\GJ]7CM/L&[= M.D:-&D7CQHU9L&"!;_W1HT<9,>*/%_UVA@\?'O#UQ3_VW[3EAX".(^(4/7OT MH$O7KO2]^V[2T].YI%%#$K=NHU*E2J=M]^ #0VG>O 6#!@]FZ]:MW'E''S9L M_(Z-&S>R<\<.>MQZ*P WWG #O6^_G;OZ]J7'+;><-KM]Q5MO,6?.;&K5K.7; M7L1TS9LV 2 Q,;%8^]OZ911NMYMMV[:1D)!PUF/CQHVC5:M6C!DSAI$C1W+' M'7?86101(R4E;:=.G3H 1$='$Q$1P?JOOSYKNU7OO4?K-FT :-RX,?OW[6/G MSIU<=MEEIR5,C\=#Q8H5@?_-;C]TZ-!IL]N58$7\9^MPLMZ >;W)R,O7JU0NHS")..G3MW\NNOOY*>GG[6=BDI*41%1?F6HZ*B2$E).>WU]M577Q$9&4G7;MT M-+M=I 0$G&0[=^[,_OW[SUK?M6M7)D^>7.!^_KSH1>1LI\YN?V/%"N;.FM9^.*++/O[WPD+ MRQO@TNQVD< %G&3??__]8NU7V(O^7 H:&]>G:ODS.'5V>U)2$@\^]# 5*E0@ M(R.#U__^=]],]C]FMYNY9)++F'KUJU4O_!"WP?:_ZQ>S7OO MK63AHD5XO5[>?.,-;NW9TW<^S6X7*;Z0S2[NTJ4+:T]YT5]XRHM>1/SS];IU MO//VV[2ZHA6'#AUBR2NO^GJBI\YNGSQE*B-'#.?@P122DGYFZ6O+ -BP80,] MNM_"Y2U;+CTTDM]25:SVT4"8_OLXD6+%K%\^7(R,S/ITZ;/GRY8F(B AU,0J5G)Q,WZB>K%/\\1W+Q?TNS-+*Q+A,C D4EY.8&!.8&]>9C.K)BHB(E"9*LB(B M(C91DA41$;&)DJR(B(A-E&1%1$1LHMG%(B(B-E%/5D1$Q"9*LB(B(C91DA41 M$;&)DJR(B(A-E&1%1$1LHB0K(B)B$R59$1$1FRC)VB@A(<%W?]VZ=;1KUXXA M0X:>>BK(I2PZ?^("F#]_/K-FS>+QQQ^G??OV M02QAT?D34^?.G7WUE)"00)4J5=BT:5.02UHT_L1UX, !NG?OSK1IT^C7KQ]S MY\X-?/))^O?O[XA?L/$G+K?;S?///T],3 SKUJT+ M44GMX0IU ?X,W&XWV[9M(R$A@924E+,>?_WUUZE3IT[P"Q:@<\7UCW_\@XR, M#,:.'0M0ZI/1'\X5TYUWWDF?/GT R,S,I&?/GC1OWCP4Q2RR<\7U[+//S9\^F7;MV_/333W3NW)GM MV[<3'AX>HM+Z9\^>/4R<.)&Z=>N2G9U-U:I5Z=RY,[5KUV;*ZYMOOJ%=NW9$1D:&NI@E3CU9&_7JU0L E\M% MOW[]L"PKW^WFSY_/S)DS>>*))]B]>W!.#0H4,T:M0HH!^I M#@9_XMJ^?;OOPVN]>O78L6,'/__\'D[9LF4! M6+ER)6W:M &@<>/&[-NWCYT[=P:_L$7@3UQ7774539HT"4GY[*:>K(WNN^^^ M0K=IUZX=G3MW)B8FALV;-].^?7NV;MU*F3)E@E#"XO$GKE]^^868F!A>>>45 MTM/3:=JT*6O7KJ56K5I!*&'1^1/3']QN-RM7KF3UZM4VEJAD^!/7D"%#Z-6K M%P\^^"#??_\]#S_\,"Y7Z7YK\">N:ZZYAK5KUW+111?QY9=? I">GFYWT8HM MOYCFS)G#F#%CB(V-!2 E)86HJ"C?XU%14:2DI! 7%Q>T/4KU^?%BU:T*I5JU 7+2!+ERYE[MRY MS)X]FZBH*&)C8QUU66;APH7DYN8R9LP8W[K8V%@R,C)\RQD9&8Y+5/G%93(S MWB4<;,R8,>3DY "0EI;&;[_]1LV:-4-MF[=R_UZ]3?7JU0&(C(RD4J5*G#QY,L2E"MS>O7N9,&$" MPX8-HWW[]K1LV9*8F)A0%\LO,V;, /+>'W[\\4??G(8N7;JP=NU: +9NW>>01(.]ZV'WWW4?=NG5) M3$QDZ=*ECIAP\H>"XAHY>8,6,&39HT8=FR91P^?)C)DR?3 MO'ESIDZ=RO#APTE)22$I*8GERY>'NKA^.U=<*2DI+%RXD/3T=)8L6<*)$R=* M_7\D^$L_=2+B(C81$E61$3$)DJR(B(B-E&2%1$1L8F2K(B(B$V4 M9$5$1&RB)"LB(F(3)5D1$1&;*,F*B(C81$E61$3$)DJR(B(B-E&2%1$1L8F2 MK(B(B$V49$5$1&RB)"LB(F(3)5D1$1&;_#_L: ;S>@)-#0 !)14Y$KD)@ !@@$! end XML 37 R18.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Total
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund
    Investment Objective

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Fees and Expenses

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Emerging Markets Debt Allocation Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Debt Allocation Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

     Shareholder Fees (fees paid directly from your investment)
    Shareholder Fees - Virtus Stone Harbor Emerging Markets Debt Allocation Fund
    Class A Shares
    Class I Shares
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) 3.75% none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) none none
     Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Annual Fund Operating Expenses - Virtus Stone Harbor Emerging Markets Debt Allocation Fund
    Class A Shares
    Class I Shares
    Management Fees 0.70% 0.70%
    Distribution and Shareholder Servicing (12b-1) Fees 0.25% none
    Other Expenses 1.60% [1] 1.53% [2]
    Acquired Fund Fees and Expenses 0.84% 0.84%
    Total Annual Fund Operating Expenses [3] 3.39% 3.07%
    Less: Expense Reimbursement [4] (2.29%) (2.22%)
    Total Annual Fund Operating Expenses After Expense Reimbursement [3],[4],[5] 1.10% 0.85%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Restated to reflect current fees and expenses.

    [3]

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

    [4]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.10% for Class A Shares and 0.85% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [5]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.11% for Class A Shares and 0.86% for Class I Shares.

    Example

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

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example - Virtus Stone Harbor Emerging Markets Debt Allocation Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 483 $ 87
    3 Years 950 513
    5 Years 1,678 1,205
    10 Years $ 3,601 $ 3,056
    Expense Example, No Redemption - Virtus Stone Harbor Emerging Markets Debt Allocation Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 483 $ 87
    3 Years 950 513
    5 Years 1,678 1,205
    10 Years $ 3,601 $ 3,056
    Portfolio Turnover

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 12% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the fund invests, either directly or through the underlying funds (defined below), at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Debt Investments. “Emerging Markets Debt Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Debt Investments may be denominated in the U.S. Dollar or the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”). Emerging Markets Debt Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). The fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.

    The fund may invest all or a significant portion of its assets in the Virtus Stone Harbor Emerging Markets Debt Fund and Virtus Stone Harbor Local Markets Fund (together, the “underlying funds”). The fund expects that under normal circumstances approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Emerging Markets Debt Fund and approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Local Markets Fund. The fund is not required to invest in the underlying funds. The allocations in the underlying funds listed above may vary from time to time depending on market conditions and there may be times the fund is not invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken or investments held by the fund or by an underlying fund. The underlying funds listed above are described elsewhere in this Prospectus.

    The subadviser has broad discretion to identify and invest in countries that it considers to qualify as emerging securities markets. The subadviser generally considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. The fund’s investments may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to these types of investments. The fund seeks capital appreciation through country selection, sector selection, security selection and currency selection.

    In selecting Emerging Markets Debt Investments for investment, the subadviser will apply a market risk analysis contemplating the assessment of various factors, such as liquidity, volatility, tax implications, interest rate sensitivity, counterparty risks, economic factors, currency exchange rates and technical market conditions.

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Principal Risks

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

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

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

    > Fund of Funds Risk. The risk that the fund’s performance will be adversely affected by the assets owned by the other mutual funds and ETFs in which it invests, and that the layering of expenses associated with the fund’s investment in such other funds will cost shareholders more than direct investments would have cost.

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Performance Information

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Calendar year total returns for Class I Shares 
    Bar Chart
                   

    Best Quarter:

    2020, Q2:

    15.30%

    Worst Quarter:

    2020, Q1:

    -17.80%

    Year to Date (6/30/2022):

    -19.66%

    Average Annual Total Returns

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

    Average Annual Total Returns - Virtus Stone Harbor Emerging Markets Debt Allocation Fund
    Label
    1 Year
    5 Years
    Since Inception
    Inception Date
    Class I Shares Return Before Taxes (5.56%) 3.10% 1.54% Oct. 20, 2014
    Class I Shares | After Taxes on Distributions Return After Taxes on Distributions (6.51%) 1.78% 0.12% Oct. 20, 2014
    Class I Shares | After Taxes on Distributions and Sales Return After Taxes on Distributions and Sale of Fund Shares (3.30%) 1.81% 0.53% Oct. 20, 2014
    JPMorgan EMBI Global Diversified Index JPMorgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes) (1.80%) 4.65% 4.54% Oct. 20, 2014
    JPMorgan GBI-EM Global Diversified Index JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes) (8.75%) 2.82% (0.05%) Oct. 20, 2014
    Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes) (5.32%) 3.78% 2.28% Oct. 20, 2014

    The J.P. Morgan EMBI Global Diversified Index (EMBI Global Diversified) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities: Brady bonds, loans, and Eurobonds. The index limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by the EMBI Global. The J.P. Morgan GBI-EM Global Diversified Index consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure. The weightings among the countries are more evenly distributed within this index. The indexes are calculated on a total-return basis with dividends reinvested, and they are unmanaged and not available for direct investment.

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

    XML 38 R19.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Label Element Value
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading Virtus Stone Harbor Emerging Markets Debt Allocation Fund
    Objective [Heading] rr_ObjectiveHeading Investment Objective
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Emerging Markets Debt Allocation Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Debt Allocation Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

    Shareholder Fees Caption [Text] rr_ShareholderFeesCaption  Shareholder Fees (fees paid directly from your investment)
    Operating Expenses Caption [Text] rr_OperatingExpensesCaption  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 12% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 12.00%
    Expense Breakpoint Discounts [Text] rr_ExpenseBreakpointDiscounts You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds.
    Expense Breakpoint, Minimum Investment Required [Amount] rr_ExpenseBreakpointMinimumInvestmentRequiredAmount $ 50,000
    Expense Example [Heading] rr_ExpenseExampleHeading Example
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

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

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the fund invests, either directly or through the underlying funds (defined below), at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Debt Investments. “Emerging Markets Debt Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Debt Investments may be denominated in the U.S. Dollar or the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”). Emerging Markets Debt Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). The fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.

    The fund may invest all or a significant portion of its assets in the Virtus Stone Harbor Emerging Markets Debt Fund and Virtus Stone Harbor Local Markets Fund (together, the “underlying funds”). The fund expects that under normal circumstances approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Emerging Markets Debt Fund and approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Local Markets Fund. The fund is not required to invest in the underlying funds. The allocations in the underlying funds listed above may vary from time to time depending on market conditions and there may be times the fund is not invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken or investments held by the fund or by an underlying fund. The underlying funds listed above are described elsewhere in this Prospectus.

    The subadviser has broad discretion to identify and invest in countries that it considers to qualify as emerging securities markets. The subadviser generally considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. The fund’s investments may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to these types of investments. The fund seeks capital appreciation through country selection, sector selection, security selection and currency selection.

    In selecting Emerging Markets Debt Investments for investment, the subadviser will apply a market risk analysis contemplating the assessment of various factors, such as liquidity, volatility, tax implications, interest rate sensitivity, counterparty risks, economic factors, currency exchange rates and technical market conditions.

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

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

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

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

    > Fund of Funds Risk. The risk that the fund’s performance will be adversely affected by the assets owned by the other mutual funds and ETFs in which it invests, and that the layering of expenses associated with the fund’s investment in such other funds will cost shareholders more than direct investments would have cost.

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Risk Lose Money [Text] rr_RiskLoseMoney If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table below provide some indication of the potential risks of investing in the fund.
    Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 800-243-1574
    Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress virtus.com
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.
    Bar Chart [Heading] rr_BarChartHeading Calendar year total returns for Class I Shares 
    Bar Chart Does Not Reflect Sales Loads [Text] rr_BarChartDoesNotReflectSalesLoads Returns do not reflect sales charges applicable to other share classes and would be lower if they did.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
                   

    Best Quarter:

    2020, Q2:

    15.30%

    Worst Quarter:

    2020, Q1:

    -17.80%

    Year to Date (6/30/2022):

    -19.66%

    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns
    Performance Table Does Reflect Sales Loads rr_PerformanceTableDoesReflectSalesLoads Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities.
    Performance Table One Class of after Tax Shown [Text] rr_PerformanceTableOneClassOfAfterTaxShown After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

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

    Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

    The J.P. Morgan EMBI Global Diversified Index (EMBI Global Diversified) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities: Brady bonds, loans, and Eurobonds. The index limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by the EMBI Global. The J.P. Morgan GBI-EM Global Diversified Index consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure. The weightings among the countries are more evenly distributed within this index. The indexes are calculated on a total-return basis with dividends reinvested, and they are unmanaged and not available for direct investment.

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

    Virtus Stone Harbor Emerging Markets Debt Allocation Fund | JPMorgan EMBI Global Diversified Index  
    Risk/Return: rr_RiskReturnAbstract  
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Label rr_AverageAnnualReturnLabel JPMorgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes)
    1 Year rr_AverageAnnualReturnYear01 (1.80%)
    5 Years rr_AverageAnnualReturnYear05 4.65%
    Since Inception rr_AverageAnnualReturnSinceInception 4.54%
    Inception Date rr_AverageAnnualReturnInceptionDate Oct. 20, 2014
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund | JPMorgan GBI-EM Global Diversified Index  
    Risk/Return: rr_RiskReturnAbstract  
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Label rr_AverageAnnualReturnLabel JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes)
    1 Year rr_AverageAnnualReturnYear01 (8.75%)
    5 Years rr_AverageAnnualReturnYear05 2.82%
    Since Inception rr_AverageAnnualReturnSinceInception (0.05%)
    Inception Date rr_AverageAnnualReturnInceptionDate Oct. 20, 2014
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund | Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index  
    Risk/Return: rr_RiskReturnAbstract  
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes)
    Label rr_AverageAnnualReturnLabel Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes)
    1 Year rr_AverageAnnualReturnYear01 (5.32%)
    5 Years rr_AverageAnnualReturnYear05 3.78%
    Since Inception rr_AverageAnnualReturnSinceInception 2.28%
    Inception Date rr_AverageAnnualReturnInceptionDate Oct. 20, 2014
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund | Class A Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol VSHBX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice 3.75%
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.70%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
    Other Expenses rr_OtherExpensesOverAssets 1.60% [1]
    Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.84%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 3.39% [2]
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (2.29%) [3]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 1.10% [2],[3],[4]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates Estimated for current fiscal year, as annualized.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.
    1 Year rr_ExpenseExampleYear01 $ 483
    3 Years rr_ExpenseExampleYear03 950
    5 Years rr_ExpenseExampleYear05 1,678
    10 Years rr_ExpenseExampleYear10 3,601
    1 Year rr_ExpenseExampleNoRedemptionYear01 483
    3 Years rr_ExpenseExampleNoRedemptionYear03 950
    5 Years rr_ExpenseExampleNoRedemptionYear05 1,678
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 3,601
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund | Class I Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol SHADX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.70%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 1.53% [5]
    Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.84%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 3.07% [2]
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (2.22%) [3]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 0.85% [2],[3],[4]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Expenses Restated to Reflect Current [Text] rr_ExpensesRestatedToReflectCurrent Restated to reflect current fees and expenses.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.
    1 Year rr_ExpenseExampleYear01 $ 87
    3 Years rr_ExpenseExampleYear03 513
    5 Years rr_ExpenseExampleYear05 1,205
    10 Years rr_ExpenseExampleYear10 3,056
    1 Year rr_ExpenseExampleNoRedemptionYear01 87
    3 Years rr_ExpenseExampleNoRedemptionYear03 513
    5 Years rr_ExpenseExampleNoRedemptionYear05 1,205
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 3,056
    Annual Return 2015 rr_AnnualReturn2015 (8.46%)
    Annual Return 2016 rr_AnnualReturn2016 10.99%
    Annual Return 2017 rr_AnnualReturn2017 13.35%
    Annual Return 2018 rr_AnnualReturn2018 (9.02%)
    Annual Return 2019 rr_AnnualReturn2019 13.86%
    Annual Return 2020 rr_AnnualReturn2020 5.03%
    Annual Return 2021 rr_AnnualReturn2021 (5.56%)
    Year to Date Return, Label rr_YearToDateReturnLabel Year to Date
    Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
    Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (19.66%)
    Label rr_HighestQuarterlyReturnLabel Best Quarter
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 15.30%
    Label rr_LowestQuarterlyReturnLabel Worst Quarter
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (17.80%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    1 Year rr_AverageAnnualReturnYear01 (5.56%)
    5 Years rr_AverageAnnualReturnYear05 3.10%
    Since Inception rr_AverageAnnualReturnSinceInception 1.54%
    Inception Date rr_AverageAnnualReturnInceptionDate Oct. 20, 2014
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund | Class I Shares | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    1 Year rr_AverageAnnualReturnYear01 (6.51%)
    5 Years rr_AverageAnnualReturnYear05 1.78%
    Since Inception rr_AverageAnnualReturnSinceInception 0.12%
    Inception Date rr_AverageAnnualReturnInceptionDate Oct. 20, 2014
    Virtus Stone Harbor Emerging Markets Debt Allocation Fund | Class I Shares | After Taxes on Distributions and Sales  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    1 Year rr_AverageAnnualReturnYear01 (3.30%)
    5 Years rr_AverageAnnualReturnYear05 1.81%
    Since Inception rr_AverageAnnualReturnSinceInception 0.53%
    Inception Date rr_AverageAnnualReturnInceptionDate Oct. 20, 2014
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

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

    [3]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.10% for Class A Shares and 0.85% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [4]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.11% for Class A Shares and 0.86% for Class I Shares.

    [5]

    Restated to reflect current fees and expenses.

    GRAPHIC 39 BarChart4.png IDEA: XBRL DOCUMENT begin 644 BarChart4.png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v3.22.2.2
    Total
    Virtus Stone Harbor High Yield Bond Fund
    Virtus Stone Harbor High Yield Bond Fund
    Investment Objective

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Fees and Expenses

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor High Yield Bond Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor High Yield Bond Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

     Shareholder Fees (fees paid directly from your investment)
    Shareholder Fees - Virtus Stone Harbor High Yield Bond Fund
    Class A Shares
    Class I Shares
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) 3.75% none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) none none
     Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Annual Fund Operating Expenses - Virtus Stone Harbor High Yield Bond Fund
    Class A Shares
    Class I Shares
    Management Fees 0.50% 0.50%
    Distribution and Shareholder Servicing (12b-1) Fees 0.25% none
    Line of Credit Commitment Fees 0.01% 0.01%
    Remaining Other Expenses 0.38% 0.32%
    Total Other Expenses 0.39% [1] 0.33% [2]
    Total Annual Fund Operating Expenses 1.14% 0.83%
    Less: Expense Reimbursement [3] (0.23%) (0.17%)
    Total Annual Fund Operating Expenses After Expense Reimbursement [3],[4] 0.91% 0.66%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Restated to reflect current fees and expenses.

    [3]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 0.90% for Class A Shares and 0.65% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [4]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 0.92% for Class A Shares and 0.67% for Class I Shares.

    Example

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

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example - Virtus Stone Harbor High Yield Bond Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 464 $ 67
    3 Years 679 230
    5 Years 935 426
    10 Years $ 1,668 $ 993
    Expense Example, No Redemption - Virtus Stone Harbor High Yield Bond Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 464 $ 67
    3 Years 679 230
    5 Years 935 426
    10 Years $ 1,668 $ 993
    Portfolio Turnover

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 55% of the average value of its portfolio.

    Principal Investment Strategies

    Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in High Yield Debt Securities. “High Yield Debt Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) rated below investment grade (or, if unrated, of comparable quality as determined by the Adviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans, and other obligations of U.S. and non-U.S. issuers. High Yield Debt Securities also include securities or other instruments whose return is based on the return of high yield securities, including derivative instruments and instruments created to hedge or gain exposure to the high yield markets. The fund may invest in High Yield Debt Securities of any credit rating (including unrated securities). The fund’s investments may include, among other things, asset-backed securities, depositary receipts, mortgage-related securities (including transferable private issuer mortgage-backed securities), non-publicly traded securities, payment-in-kind bonds, securities issued by supranational organizations, structured notes, convertible securities, inflation-protected and other index-linked securities, interest-only securities, step-up securities and zero coupon bonds. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund seeks capital appreciation through industry selection, sector selection and security selection.

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 3 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Principal Risks

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

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

    > Mortgage-Backed and Asset-Backed Securities Risk. Changes in interest rates may cause both extension and prepayment risks for mortgage-backed and asset-backed securities. These securities are also subject to risks associated with the non-repayment of underlying collateral, including losses to the fund.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Performance Information

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Calendar year total returns for Class I Shares 
    Bar Chart
                   

    Best Quarter:

    2020, Q2:

    8.58%

    Worst Quarter:

    2020, Q1:

    -11.58%

    Year to Date (6/30/2022):

    -15.85%

    Average Annual Total Returns

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

    Average Annual Total Returns - Virtus Stone Harbor High Yield Bond Fund
    Label
    1 Year
    5 Years
    10 Years
    Class I Shares Return Before Taxes 4.38% 5.36% 5.76%
    Class I Shares | After Taxes on Distributions Return After Taxes on Distributions 2.42% 3.06% 3.03%
    Class I Shares | After Taxes on Distributions and Sales Return After Taxes on Distributions and Sale of Fund Shares 2.57% 3.08% 3.24%
    ICE BofA U.S. High Yield Constrained Index ICE BofA U.S. High Yield Constrained Index (reflects no deduction for fees, expenses or taxes) 5.35% 6.08% 6.71%

    The ICE BofA US High Yield Constrained Index contains all securities in the US High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro rata basis. Similarly, the face values of bonds of all other issuers that fall below the 2% cap are increased on a pro rata basis. In the event there are fewer than 50 issues in the Index, each is equally weighted and the face values of their respective bonds are increased or decreased on a pro rata basis. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

    XML 41 R27.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Label Element Value
    Virtus Stone Harbor High Yield Bond Fund  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading Virtus Stone Harbor High Yield Bond Fund
    Objective [Heading] rr_ObjectiveHeading Investment Objective
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor High Yield Bond Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor High Yield Bond Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

    Shareholder Fees Caption [Text] rr_ShareholderFeesCaption  Shareholder Fees (fees paid directly from your investment)
    Operating Expenses Caption [Text] rr_OperatingExpensesCaption  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 55% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 55.00%
    Expense Breakpoint Discounts [Text] rr_ExpenseBreakpointDiscounts You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds.
    Expense Breakpoint, Minimum Investment Required [Amount] rr_ExpenseBreakpointMinimumInvestmentRequiredAmount $ 50,000
    Expense Example [Heading] rr_ExpenseExampleHeading Example
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

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

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in High Yield Debt Securities. “High Yield Debt Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) rated below investment grade (or, if unrated, of comparable quality as determined by the Adviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans, and other obligations of U.S. and non-U.S. issuers. High Yield Debt Securities also include securities or other instruments whose return is based on the return of high yield securities, including derivative instruments and instruments created to hedge or gain exposure to the high yield markets. The fund may invest in High Yield Debt Securities of any credit rating (including unrated securities). The fund’s investments may include, among other things, asset-backed securities, depositary receipts, mortgage-related securities (including transferable private issuer mortgage-backed securities), non-publicly traded securities, payment-in-kind bonds, securities issued by supranational organizations, structured notes, convertible securities, inflation-protected and other index-linked securities, interest-only securities, step-up securities and zero coupon bonds. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund seeks capital appreciation through industry selection, sector selection and security selection.

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 3 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in High Yield Debt Securities.
    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

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

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

    > Mortgage-Backed and Asset-Backed Securities Risk. Changes in interest rates may cause both extension and prepayment risks for mortgage-backed and asset-backed securities. These securities are also subject to risks associated with the non-repayment of underlying collateral, including losses to the fund.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Risk Lose Money [Text] rr_RiskLoseMoney If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table below provide some indication of the potential risks of investing in the fund.
    Performance Additional Market Index [Text] rr_PerformanceAdditionalMarketIndex ICE BofA U.S. High Yield Constrained Index (reflects no deduction for fees, expenses or taxes) 5.35% 6.08% 6.71%           The ICE BofA US High Yield Constrained Index contains all securities in the US High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro rata basis. Similarly, the face values of bonds of all other issuers that fall below the 2% cap are increased on a pro rata basis. In the event there are fewer than 50 issues in the Index, each is equally weighted and the face values of their respective bonds are increased or decreased on a pro rata basis. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.
    Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 800-243-1574
    Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress virtus.com
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.
    Bar Chart [Heading] rr_BarChartHeading Calendar year total returns for Class I Shares 
    Bar Chart Does Not Reflect Sales Loads [Text] rr_BarChartDoesNotReflectSalesLoads Returns do not reflect sales charges applicable to other share classes and would be lower if they did.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
                   

    Best Quarter:

    2020, Q2:

    8.58%

    Worst Quarter:

    2020, Q1:

    -11.58%

    Year to Date (6/30/2022):

    -15.85%

    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns
    Performance Table Does Reflect Sales Loads rr_PerformanceTableDoesReflectSalesLoads Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities.
    Performance Table One Class of after Tax Shown [Text] rr_PerformanceTableOneClassOfAfterTaxShown After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

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

    Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

    The ICE BofA US High Yield Constrained Index contains all securities in the US High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro rata basis. Similarly, the face values of bonds of all other issuers that fall below the 2% cap are increased on a pro rata basis. In the event there are fewer than 50 issues in the Index, each is equally weighted and the face values of their respective bonds are increased or decreased on a pro rata basis. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

    Virtus Stone Harbor High Yield Bond Fund | ICE BofA U.S. High Yield Constrained Index  
    Risk/Return: rr_RiskReturnAbstract  
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Label rr_AverageAnnualReturnLabel ICE BofA U.S. High Yield Constrained Index (reflects no deduction for fees, expenses or taxes)
    1 Year rr_AverageAnnualReturnYear01 5.35%
    5 Years rr_AverageAnnualReturnYear05 6.08%
    10 Years rr_AverageAnnualReturnYear10 6.71%
    Virtus Stone Harbor High Yield Bond Fund | Class A Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol VSHDX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice 3.75%
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.50%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
    Line of Credit Commitment Fees rr_Component1OtherExpensesOverAssets 0.01%
    Remaining Other Expenses rr_Component3OtherExpensesOverAssets 0.38%
    Total Other Expenses rr_OtherExpensesOverAssets 0.39% [1]
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.14%
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.23%) [2]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 0.91% [2],[3]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates Estimated for current fiscal year, as annualized.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees  
    1 Year rr_ExpenseExampleYear01 $ 464
    3 Years rr_ExpenseExampleYear03 679
    5 Years rr_ExpenseExampleYear05 935
    10 Years rr_ExpenseExampleYear10 1,668
    1 Year rr_ExpenseExampleNoRedemptionYear01 464
    3 Years rr_ExpenseExampleNoRedemptionYear03 679
    5 Years rr_ExpenseExampleNoRedemptionYear05 935
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 1,668
    Virtus Stone Harbor High Yield Bond Fund | Class I Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol SHHYX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.50%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Line of Credit Commitment Fees rr_Component1OtherExpensesOverAssets 0.01%
    Remaining Other Expenses rr_Component3OtherExpensesOverAssets 0.32%
    Total Other Expenses rr_OtherExpensesOverAssets 0.33% [4]
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 0.83%
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.17%) [2]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 0.66% [2],[3]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Expenses Restated to Reflect Current [Text] rr_ExpensesRestatedToReflectCurrent Restated to reflect current fees and expenses.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees  
    1 Year rr_ExpenseExampleYear01 $ 67
    3 Years rr_ExpenseExampleYear03 230
    5 Years rr_ExpenseExampleYear05 426
    10 Years rr_ExpenseExampleYear10 993
    1 Year rr_ExpenseExampleNoRedemptionYear01 67
    3 Years rr_ExpenseExampleNoRedemptionYear03 230
    5 Years rr_ExpenseExampleNoRedemptionYear05 426
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 993
    Annual Return 2012 rr_AnnualReturn2012 15.71%
    Annual Return 2013 rr_AnnualReturn2013 7.67%
    Annual Return 2014 rr_AnnualReturn2014 0.64%
    Annual Return 2015 rr_AnnualReturn2015 (4.46%)
    Annual Return 2016 rr_AnnualReturn2016 12.56%
    Annual Return 2017 rr_AnnualReturn2017 5.23%
    Annual Return 2018 rr_AnnualReturn2018 (2.72%)
    Annual Return 2019 rr_AnnualReturn2019 13.34%
    Annual Return 2020 rr_AnnualReturn2020 7.23%
    Annual Return 2021 rr_AnnualReturn2021 4.38%
    Year to Date Return, Label rr_YearToDateReturnLabel Year to Date
    Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
    Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (15.85%)
    Label rr_HighestQuarterlyReturnLabel Best Quarter
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 8.58%
    Label rr_LowestQuarterlyReturnLabel Worst Quarter
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (11.58%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    1 Year rr_AverageAnnualReturnYear01 4.38%
    5 Years rr_AverageAnnualReturnYear05 5.36%
    10 Years rr_AverageAnnualReturnYear10 5.76%
    Virtus Stone Harbor High Yield Bond Fund | Class I Shares | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    1 Year rr_AverageAnnualReturnYear01 2.42%
    5 Years rr_AverageAnnualReturnYear05 3.06%
    10 Years rr_AverageAnnualReturnYear10 3.03%
    Virtus Stone Harbor High Yield Bond Fund | Class I Shares | After Taxes on Distributions and Sales  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    1 Year rr_AverageAnnualReturnYear01 2.57%
    5 Years rr_AverageAnnualReturnYear05 3.08%
    10 Years rr_AverageAnnualReturnYear10 3.24%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 0.90% for Class A Shares and 0.65% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [3]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 0.92% for Class A Shares and 0.67% for Class I Shares.

    [4]

    Restated to reflect current fees and expenses.

    GRAPHIC 42 BarChart5.png IDEA: XBRL DOCUMENT begin 644 BarChart5.png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end XML 43 R34.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Total
    Virtus Stone Harbor Local Markets Fund
    Virtus Stone Harbor Local Markets Fund
    Investment Objective

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Fees and Expenses

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Local Markets Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Local Markets Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

     Shareholder Fees (fees paid directly from your investment)
    Shareholder Fees - Virtus Stone Harbor Local Markets Fund
    Class A Shares
    Class I Shares
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) 3.75% none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) none none
     Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Annual Fund Operating Expenses - Virtus Stone Harbor Local Markets Fund
    Class A Shares
    Class I Shares
    Management Fees 0.75% 0.75%
    Distribution and Shareholder Servicing (12b-1) Fees 0.25% none
    Line of Credit Commitment Fees 0.01% 0.01%
    Remaining Other Expenses 0.53% 0.47%
    Total Other Expenses 0.54% [1] 0.48% [2]
    Total Annual Fund Operating Expenses 1.54% 1.23%
    Less: Expense Reimbursement [3] (0.28%) (0.22%)
    Total Annual Fund Operating Expenses After Expense Reimbursement [3],[4] 1.26% 1.01%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Restated to reflect current fees and expenses.

    [3]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.25% for Class A Shares and 1.00% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [4]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.27% for Class A Shares and 1.02% for Class I Shares.

    Example

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

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example - Virtus Stone Harbor Local Markets Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 499 $ 103
    3 Years 789 346
    5 Years 1,131 632
    10 Years $ 2,094 $ 1,449
    Expense Example, No Redemption - Virtus Stone Harbor Local Markets Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 499 $ 103
    3 Years 789 346
    5 Years 1,131 632
    10 Years $ 2,094 $ 1,449
    Portfolio Turnover

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 67% of the average value of its portfolio. High levels of portfolio turnover increase transaction costs and taxes and may lower investment performance.

    Principal Investment Strategies

    Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Investments. “Emerging Markets Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country, which are denominated in the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”) or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. Although under normal circumstances a significant portion of the fund’s investments will be denominated in Emerging Markets Currencies, Emerging Markets Investments may be denominated in non-Emerging Markets Currencies, including the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.

    The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. The subadviser has broad discretion as to the specific emerging market countries in which the fund invests, and while the allocation to various markets will vary it is likely that the fund will often have 5% or more of its assets invested in one or more specific emerging markets countries. It is anticipated that the Fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. Emerging Markets Investments may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to these types of investments. The fund seeks capital appreciation through country selection, sector selection, security selection and currency selection.

    In selecting Emerging Markets Investments for investment, the subadviser will apply a market risk analysis contemplating the assessment of various factors, such as liquidity, volatility, tax implications, interest rate sensitivity, counterparty risks, economic factors, currency exchange rates and technical market considerations.

    The fund is “non-diversified,” which means that it can invest a higher percentage of its assets in any one issuer or in a smaller number of issuers than a diversified fund.

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Principal Risks

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Non-Diversification Risk. The fund is not diversified and may be more susceptible to factors negatively impacting its holdings to the extent the fund invests more of its assets in the securities of fewer issuers than would a diversified fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

    > Investing in China Risk. The fund may invest in China, where the government maintains strict currency controls, and where the government plays a major role in the country’s economic policies regarding foreign investments.

    > Non-U.S. Government Securities Risk. The governmental entity that controls the repayment of government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Performance Information

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Calendar year total returns for Class I Shares 
    Bar Chart
                   

    Best Quarter:

    2020, Q2:

    11.02%

    Worst Quarter:

    2020, Q1:

    -16.98%

    Year to Date (6/30/2022):

    -15.21%

    Average Annual Total Returns

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

    Average Annual Total Returns - Virtus Stone Harbor Local Markets Fund
    Label
    1 Year
    5 Years
    10 Years
    Class I Shares Return Before Taxes (8.23%) 1.92% (0.76%)
    Class I Shares | After Taxes on Distributions Return After Taxes on Distributions (8.23%) 1.70% (1.15%)
    Class I Shares | After Taxes on Distributions and Sales Return After Taxes on Distributions and Sale of Fund Shares (4.87%) 1.38% (0.72%)
    JPMorgan GBI-EM Global Diversified Index JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes) (8.75%) 2.82% 0.74%

    The J.P. Morgan GBI-EM Global Diversified Index consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure. The weightings among the countries are more evenly distributed within this index. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

    XML 44 R35.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Label Element Value
    Virtus Stone Harbor Local Markets Fund  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading Virtus Stone Harbor Local Markets Fund
    Objective [Heading] rr_ObjectiveHeading Investment Objective
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Local Markets Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Local Markets Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

    Shareholder Fees Caption [Text] rr_ShareholderFeesCaption  Shareholder Fees (fees paid directly from your investment)
    Operating Expenses Caption [Text] rr_OperatingExpensesCaption  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 67% of the average value of its portfolio. High levels of portfolio turnover increase transaction costs and taxes and may lower investment performance.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 67.00%
    Expense Breakpoint Discounts [Text] rr_ExpenseBreakpointDiscounts You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds.
    Expense Breakpoint, Minimum Investment Required [Amount] rr_ExpenseBreakpointMinimumInvestmentRequiredAmount $ 50,000
    Expense Example [Heading] rr_ExpenseExampleHeading Example
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

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

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Investments. “Emerging Markets Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country, which are denominated in the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”) or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. Although under normal circumstances a significant portion of the fund’s investments will be denominated in Emerging Markets Currencies, Emerging Markets Investments may be denominated in non-Emerging Markets Currencies, including the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.

    The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. The subadviser has broad discretion as to the specific emerging market countries in which the fund invests, and while the allocation to various markets will vary it is likely that the fund will often have 5% or more of its assets invested in one or more specific emerging markets countries. It is anticipated that the Fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. Emerging Markets Investments may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to these types of investments. The fund seeks capital appreciation through country selection, sector selection, security selection and currency selection.

    In selecting Emerging Markets Investments for investment, the subadviser will apply a market risk analysis contemplating the assessment of various factors, such as liquidity, volatility, tax implications, interest rate sensitivity, counterparty risks, economic factors, currency exchange rates and technical market considerations.

    The fund is “non-diversified,” which means that it can invest a higher percentage of its assets in any one issuer or in a smaller number of issuers than a diversified fund.

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”

    Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Strategy Portfolio Concentration [Text] rr_StrategyPortfolioConcentration Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Investments.
    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Non-Diversification Risk. The fund is not diversified and may be more susceptible to factors negatively impacting its holdings to the extent the fund invests more of its assets in the securities of fewer issuers than would a diversified fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

    > Investing in China Risk. The fund may invest in China, where the government maintains strict currency controls, and where the government plays a major role in the country’s economic policies regarding foreign investments.

    > Non-U.S. Government Securities Risk. The governmental entity that controls the repayment of government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Risk Lose Money [Text] rr_RiskLoseMoney If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money.
    Risk Nondiversified Status [Text] rr_RiskNondiversifiedStatus The fund is not diversified and may be more susceptible to factors negatively impacting its holdings to the extent the fund invests more of its assets in the securities of fewer issuers than would a diversified fund.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table below provide some indication of the potential risks of investing in the fund.
    Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 800-243-1574
    Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress virtus.com
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.
    Bar Chart [Heading] rr_BarChartHeading Calendar year total returns for Class I Shares 
    Bar Chart Does Not Reflect Sales Loads [Text] rr_BarChartDoesNotReflectSalesLoads Returns do not reflect sales charges applicable to other share classes and would be lower if they did.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
                   

    Best Quarter:

    2020, Q2:

    11.02%

    Worst Quarter:

    2020, Q1:

    -16.98%

    Year to Date (6/30/2022):

    -15.21%

    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns
    Performance Table Does Reflect Sales Loads rr_PerformanceTableDoesReflectSalesLoads Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities.
    Performance Table One Class of after Tax Shown [Text] rr_PerformanceTableOneClassOfAfterTaxShown After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

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

    Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

    The J.P. Morgan GBI-EM Global Diversified Index consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure. The weightings among the countries are more evenly distributed within this index. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

    Virtus Stone Harbor Local Markets Fund | JPMorgan GBI-EM Global Diversified Index  
    Risk/Return: rr_RiskReturnAbstract  
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (reflects no deduction for fees, expenses or taxes)
    Label rr_AverageAnnualReturnLabel JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes)
    1 Year rr_AverageAnnualReturnYear01 (8.75%)
    5 Years rr_AverageAnnualReturnYear05 2.82%
    10 Years rr_AverageAnnualReturnYear10 0.74%
    Virtus Stone Harbor Local Markets Fund | Class A Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol VSHEX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice 3.75%
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.75%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
    Line of Credit Commitment Fees rr_Component1OtherExpensesOverAssets 0.01%
    Remaining Other Expenses rr_Component3OtherExpensesOverAssets 0.53%
    Total Other Expenses rr_OtherExpensesOverAssets 0.54% [1]
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.54%
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.28%) [2]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 1.26% [2],[3]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates Estimated for current fiscal year, as annualized.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees  
    1 Year rr_ExpenseExampleYear01 $ 499
    3 Years rr_ExpenseExampleYear03 789
    5 Years rr_ExpenseExampleYear05 1,131
    10 Years rr_ExpenseExampleYear10 2,094
    1 Year rr_ExpenseExampleNoRedemptionYear01 499
    3 Years rr_ExpenseExampleNoRedemptionYear03 789
    5 Years rr_ExpenseExampleNoRedemptionYear05 1,131
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 2,094
    Virtus Stone Harbor Local Markets Fund | Class I Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol SHLMX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.75%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Line of Credit Commitment Fees rr_Component1OtherExpensesOverAssets 0.01%
    Remaining Other Expenses rr_Component3OtherExpensesOverAssets 0.47%
    Total Other Expenses rr_OtherExpensesOverAssets 0.48% [4]
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.23%
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.22%) [2]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 1.01% [2],[3]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Expenses Restated to Reflect Current [Text] rr_ExpensesRestatedToReflectCurrent Restated to reflect current fees and expenses.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees  
    1 Year rr_ExpenseExampleYear01 $ 103
    3 Years rr_ExpenseExampleYear03 346
    5 Years rr_ExpenseExampleYear05 632
    10 Years rr_ExpenseExampleYear10 1,449
    1 Year rr_ExpenseExampleNoRedemptionYear01 103
    3 Years rr_ExpenseExampleNoRedemptionYear03 346
    5 Years rr_ExpenseExampleNoRedemptionYear05 632
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 1,449
    Annual Return 2012 rr_AnnualReturn2012 13.98%
    Annual Return 2013 rr_AnnualReturn2013 (12.56%)
    Annual Return 2014 rr_AnnualReturn2014 (8.55%)
    Annual Return 2015 rr_AnnualReturn2015 (15.19%)
    Annual Return 2016 rr_AnnualReturn2016 8.95%
    Annual Return 2017 rr_AnnualReturn2017 15.36%
    Annual Return 2018 rr_AnnualReturn2018 (9.84%)
    Annual Return 2019 rr_AnnualReturn2019 13.08%
    Annual Return 2020 rr_AnnualReturn2020 1.87%
    Annual Return 2021 rr_AnnualReturn2021 (8.23%)
    Year to Date Return, Label rr_YearToDateReturnLabel Year to Date
    Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
    Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (15.21%)
    Label rr_HighestQuarterlyReturnLabel Best Quarter
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 11.02%
    Label rr_LowestQuarterlyReturnLabel Worst Quarter
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (16.98%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    1 Year rr_AverageAnnualReturnYear01 (8.23%)
    5 Years rr_AverageAnnualReturnYear05 1.92%
    10 Years rr_AverageAnnualReturnYear10 (0.76%)
    Virtus Stone Harbor Local Markets Fund | Class I Shares | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    1 Year rr_AverageAnnualReturnYear01 (8.23%)
    5 Years rr_AverageAnnualReturnYear05 1.70%
    10 Years rr_AverageAnnualReturnYear10 (1.15%)
    Virtus Stone Harbor Local Markets Fund | Class I Shares | After Taxes on Distributions and Sales  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    1 Year rr_AverageAnnualReturnYear01 (4.87%)
    5 Years rr_AverageAnnualReturnYear05 1.38%
    10 Years rr_AverageAnnualReturnYear10 (0.72%)
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.25% for Class A Shares and 1.00% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [3]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.27% for Class A Shares and 1.02% for Class I Shares.

    [4]

    Restated to reflect current fees and expenses.

    GRAPHIC 45 BarChart6.png IDEA: XBRL DOCUMENT begin 644 BarChart6.png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end XML 46 R42.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Total
    Virtus Stone Harbor Strategic Income Fund
    Virtus Stone Harbor Strategic Income Fund
    Investment Objective

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Fees and Expenses

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Strategic Income Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Strategic Income Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

     Shareholder Fees (fees paid directly from your investment)
    Shareholder Fees - Virtus Stone Harbor Strategic Income Fund
    Class A Shares
    Class I Shares
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) 3.75% none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) none none
     Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Annual Fund Operating Expenses - Virtus Stone Harbor Strategic Income Fund
    Class A Shares
    Class I Shares
    Management Fees 0.55% 0.55%
    Distribution and Shareholder Servicing (12b-1) Fees 0.25% none
    Other Expenses 0.54% [1] 0.47% [2]
    Acquired Fund Fees and Expenses 0.45% 0.45%
    Total Annual Fund Operating Expenses [3] 1.79% 1.47%
    Less: Expense Reimbursement [4] (0.84%) (0.77%)
    Total Annual Fund Operating Expenses After Expense Reimbursement [3],[4],[5] 0.95% 0.70%
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

    Restated to reflect current fees and expenses.

    [3]

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

    [4]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 0.95% for Class A Shares and 0.70% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [5]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 0.96% for Class A Shares and 0.71% for Class I Shares.

    Example

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

    Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Expense Example - Virtus Stone Harbor Strategic Income Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 468 $ 72
    3 Years 755 309
    5 Years 1,152 652
    10 Years $ 2,263 $ 1,621
    Expense Example, No Redemption - Virtus Stone Harbor Strategic Income Fund - USD ($)
    Class A Shares
    Class I Shares
    1 Year $ 468 $ 72
    3 Years 755 309
    5 Years 1,152 652
    10 Years $ 2,263 $ 1,621
    Portfolio Turnover

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 120% of the average value of its portfolio.

    Principal Investment Strategies

    The fund is intended to provide broad exposure to global credit markets. The fund, either directly or through the underlying funds (defined below), may invest in a broad variety of fixed income and other income producing securities and instruments (including derivatives), and will not be limited in terms of type of instrument, geography, credit rating or duration. The fund may invest all or a significant portion of its assets in Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Emerging Markets Debt Fund, Virtus Stone Harbor Local Markets Fund and Virtus Stone Harbor Emerging Markets Corporate Debt Fund and/or one or more other affiliated funds managed substantially similarly to these funds (together, the “underlying funds”). The underlying funds listed above are described elsewhere in this Prospectus. The fund is not required to invest in the underlying funds, and from time to time may not be invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and in other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken by the Fund or by an underlying fund.

    The types of fixed income securities in which the fund may invest include, but are not limited to, government securities; corporate debt securities; mortgage-backed or asset-backed securities issued or guaranteed by various governmental and non-governmental entities; secured and unsecured senior and subordinated loans and loan participations, including mortgages; Rule 144A securities; municipal securities; debentures, notes (including structured notes and promissory notes), and derivatives related to these types of securities. At any given time, the fund may be entirely or significantly invested in a particular type of fixed income security or underlying fund.

    The fund may invest in fixed income securities and derivative instruments rated below investment grade (or, if unrated, of comparable quality as determined by the subadviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans, and other obligations of U.S. and non-U.S. issuers. The fund may also invest in preferred securities.

    The fund may invest all or a substantial portion of its assets in securities issued by non-U.S. entities. The fund’s investments may be issued by any U.S. or non-U.S. public- or private-sector entity. The Fund may invest a significant portion of its assets in investments that are economically tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans, such as loans issued by corporations or other business organizations. An investment is economically tied to an emerging market country if it is principally traded on the country’s securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. All or a significant portion of the fund’s investments may be denominated in non-U.S. currencies. The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index.

    The fund may invest in derivatives and other instruments for hedging purposes or to otherwise gain or reduce long or short exposure to securities, markets or currencies. Although the fund and the underlying funds are not limited in the types of derivatives that may be used, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities. Such securities may include those that are in default with respect to the payment of principal or interest.

    Maturity and Duration. The subdviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Principal Risks

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

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

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

    > Fund of Funds Risk. The risk that the fund’s performance will be adversely affected by the assets owned by the other mutual funds and ETFs in which it invests, and that the layering of expenses associated with the fund’s investment in such other funds will cost shareholders more than direct investments would have cost.

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > U.S. and Non-U.S. Government Securities Risk. U.S. Government securities may be subject to price fluctuations. An agency may default on an obligation not backed by the full faith and credit of the United States. Any guarantee on U.S. government securities does not apply to the value of the fund’s shares. The governmental entity that controls the repayment of non-U.S. government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due.

    > Mortgage-Backed and Asset-Backed Securities Risk. Changes in interest rates may cause both extension and prepayment risks for mortgage-backed and asset-backed securities. These securities are also subject to risks associated with the non-repayment of underlying collateral, including losses to the fund.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Performance Information

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Calendar year total returns for Class I Shares 
    Bar Chart
                   

    Best Quarter:

    2020, Q2:

    9.60%

    Worst Quarter:

    2020, Q1:

    -11.83%

    Year to Date (6/30/2022):

    -12.76%

    Average Annual Total Returns

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

    Average Annual Total Returns - Virtus Stone Harbor Strategic Income Fund
    Label
    1 Year
    5 Years
    Since Inception
    Inception Date
    Class I Shares Return Before Taxes 0.83% 3.24% 3.33% Dec. 18, 2013
    Class I Shares | After Taxes on Distributions Return After Taxes on Distributions (0.64%) 1.80% 1.69% Dec. 18, 2013
    Class I Shares | After Taxes on Distributions and Sales Return After Taxes on Distributions and Sale of Fund Shares 0.49% 1.85% 1.82% Dec. 18, 2013
    Bloomberg Global Credit Index (Hedged USD) Bloomberg Global Credit Index (Hedged USD) (reflects no deduction for fees, expenses or taxes) (0.41%) 4.74% 4.63% Dec. 18, 2013

    The Bloomberg Global Credit Hedged USD Index is a subset of the Global Aggregate Index and is subject to the same quality, liquidity and maturity requirements and exclusion rules of the latter. Constituents must be rated investment grade by at least two of the three major ratings agencies. Constituents must have a remaining maturity of at least one year. The index does not include convertibles, floating rate notes, fixed rate perpetuals, warrants, linked bonds and structured products. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

    XML 47 R43.htm IDEA: XBRL DOCUMENT v3.22.2.2
    Label Element Value
    Virtus Stone Harbor Strategic Income Fund  
    Risk/Return: rr_RiskReturnAbstract  
    Risk/Return [Heading] rr_RiskReturnHeading Virtus Stone Harbor Strategic Income Fund
    Objective [Heading] rr_ObjectiveHeading Investment Objective
    Objective, Primary [Text Block] rr_ObjectivePrimaryTextBlock

    The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.

    Expense [Heading] rr_ExpenseHeading Fees and Expenses
    Expense Narrative [Text Block] rr_ExpenseNarrativeTextBlock

    The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.

    The Virtus Stone Harbor Strategic Income Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Strategic Income Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.

    Shareholder Fees Caption [Text] rr_ShareholderFeesCaption  Shareholder Fees (fees paid directly from your investment)
    Operating Expenses Caption [Text] rr_OperatingExpensesCaption  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment)
    Portfolio Turnover [Heading] rr_PortfolioTurnoverHeading Portfolio Turnover
    Portfolio Turnover [Text Block] rr_PortfolioTurnoverTextBlock

    The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 120% of the average value of its portfolio.

    Portfolio Turnover, Rate rr_PortfolioTurnoverRate 120.00%
    Expense Breakpoint Discounts [Text] rr_ExpenseBreakpointDiscounts You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds.
    Expense Breakpoint, Minimum Investment Required [Amount] rr_ExpenseBreakpointMinimumInvestmentRequiredAmount $ 50,000
    Expense Example [Heading] rr_ExpenseExampleHeading Example
    Expense Example Narrative [Text Block] rr_ExpenseExampleNarrativeTextBlock

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

    Expense Example by, Year, Caption [Text] rr_ExpenseExampleByYearCaption Although your actual costs may be higher or lower, based on these assumptions your costs would be:
    Strategy [Heading] rr_StrategyHeading Principal Investment Strategies
    Strategy Narrative [Text Block] rr_StrategyNarrativeTextBlock

    The fund is intended to provide broad exposure to global credit markets. The fund, either directly or through the underlying funds (defined below), may invest in a broad variety of fixed income and other income producing securities and instruments (including derivatives), and will not be limited in terms of type of instrument, geography, credit rating or duration. The fund may invest all or a significant portion of its assets in Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Emerging Markets Debt Fund, Virtus Stone Harbor Local Markets Fund and Virtus Stone Harbor Emerging Markets Corporate Debt Fund and/or one or more other affiliated funds managed substantially similarly to these funds (together, the “underlying funds”). The underlying funds listed above are described elsewhere in this Prospectus. The fund is not required to invest in the underlying funds, and from time to time may not be invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and in other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken by the Fund or by an underlying fund.

    The types of fixed income securities in which the fund may invest include, but are not limited to, government securities; corporate debt securities; mortgage-backed or asset-backed securities issued or guaranteed by various governmental and non-governmental entities; secured and unsecured senior and subordinated loans and loan participations, including mortgages; Rule 144A securities; municipal securities; debentures, notes (including structured notes and promissory notes), and derivatives related to these types of securities. At any given time, the fund may be entirely or significantly invested in a particular type of fixed income security or underlying fund.

    The fund may invest in fixed income securities and derivative instruments rated below investment grade (or, if unrated, of comparable quality as determined by the subadviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans, and other obligations of U.S. and non-U.S. issuers. The fund may also invest in preferred securities.

    The fund may invest all or a substantial portion of its assets in securities issued by non-U.S. entities. The fund’s investments may be issued by any U.S. or non-U.S. public- or private-sector entity. The Fund may invest a significant portion of its assets in investments that are economically tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans, such as loans issued by corporations or other business organizations. An investment is economically tied to an emerging market country if it is principally traded on the country’s securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. All or a significant portion of the fund’s investments may be denominated in non-U.S. currencies. The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index.

    The fund may invest in derivatives and other instruments for hedging purposes or to otherwise gain or reduce long or short exposure to securities, markets or currencies. Although the fund and the underlying funds are not limited in the types of derivatives that may be used, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.

    Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities. Such securities may include those that are in default with respect to the payment of principal or interest.

    Maturity and Duration. The subdviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.

    Risk [Heading] rr_RiskHeading Principal Risks
    Risk Narrative [Text Block] rr_RiskNarrativeTextBlock

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

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

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

    > Fund of Funds Risk. The risk that the fund’s performance will be adversely affected by the assets owned by the other mutual funds and ETFs in which it invests, and that the layering of expenses associated with the fund’s investment in such other funds will cost shareholders more than direct investments would have cost.

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

    > Emerging Market Risk. Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.

    > Foreign Investing Risk. Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.

    > Credit Risk. If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.

    > Interest Rate Risk. The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.

    > Counterparty Risk. There is risk that a party upon whom the fund relies to complete a transaction will default.

    > Currency Rate Risk. Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.

    > Derivatives Risk. Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.

    > High-Yield Fixed Income Securities (Junk Bonds) Risk. There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.

    > Liquidity Risk. Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.

    > Income Risk. Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.

    > U.S. and Non-U.S. Government Securities Risk. U.S. Government securities may be subject to price fluctuations. An agency may default on an obligation not backed by the full faith and credit of the United States. Any guarantee on U.S. government securities does not apply to the value of the fund’s shares. The governmental entity that controls the repayment of non-U.S. government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due.

    > Mortgage-Backed and Asset-Backed Securities Risk. Changes in interest rates may cause both extension and prepayment risks for mortgage-backed and asset-backed securities. These securities are also subject to risks associated with the non-repayment of underlying collateral, including losses to the fund.

    > Market Volatility Risk. The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.

    > Bank Loan Risk. In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.

    > Redemption Risk. One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.

    > RIC Compliance Risk. If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.

    > Short-Term Investments Risk. The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.

    Risk Lose Money [Text] rr_RiskLoseMoney If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money.
    Bar Chart and Performance Table [Heading] rr_BarChartAndPerformanceTableHeading Performance Information
    Performance Narrative [Text Block] rr_PerformanceNarrativeTextBlock

    The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.

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

    Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.

    Performance Information Illustrates Variability of Returns [Text] rr_PerformanceInformationIllustratesVariabilityOfReturns The bar chart and table below provide some indication of the potential risks of investing in the fund.
    Performance Additional Market Index [Text] rr_PerformanceAdditionalMarketIndex The Bloomberg Global Credit Hedged USD Index is a subset of the Global Aggregate Index and is subject to the same quality, liquidity and maturity requirements and exclusion rules of the latter. Constituents must be rated investment grade by at least two of the three major ratings agencies. Constituents must have a remaining maturity of at least one year. The index does not include convertibles, floating rate notes, fixed rate perpetuals, warrants, linked bonds and structured products. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.
    Performance Availability Phone [Text] rr_PerformanceAvailabilityPhone 800-243-1574
    Performance Availability Website Address [Text] rr_PerformanceAvailabilityWebSiteAddress virtus.com
    Performance Past Does Not Indicate Future [Text] rr_PerformancePastDoesNotIndicateFuture The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future.
    Bar Chart [Heading] rr_BarChartHeading Calendar year total returns for Class I Shares 
    Bar Chart Does Not Reflect Sales Loads [Text] rr_BarChartDoesNotReflectSalesLoads Returns do not reflect sales charges applicable to other share classes and would be lower if they did.
    Bar Chart Closing [Text Block] rr_BarChartClosingTextBlock
                   

    Best Quarter:

    2020, Q2:

    9.60%

    Worst Quarter:

    2020, Q1:

    -11.83%

    Year to Date (6/30/2022):

    -12.76%

    Performance Table Heading rr_PerformanceTableHeading Average Annual Total Returns
    Performance Table Does Reflect Sales Loads rr_PerformanceTableDoesReflectSalesLoads Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.
    Performance Table Uses Highest Federal Rate rr_PerformanceTableUsesHighestFederalRate After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Not Relevant to Tax Deferred rr_PerformanceTableNotRelevantToTaxDeferred Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities.
    Performance Table One Class of after Tax Shown [Text] rr_PerformanceTableOneClassOfAfterTaxShown After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary.
    Performance Table Explanation after Tax Higher rr_PerformanceTableExplanationAfterTaxHigher In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.
    Performance Table Narrative rr_PerformanceTableNarrativeTextBlock

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

    Performance Table Closing [Text Block] rr_PerformanceTableClosingTextBlock

    The Bloomberg Global Credit Hedged USD Index is a subset of the Global Aggregate Index and is subject to the same quality, liquidity and maturity requirements and exclusion rules of the latter. Constituents must be rated investment grade by at least two of the three major ratings agencies. Constituents must have a remaining maturity of at least one year. The index does not include convertibles, floating rate notes, fixed rate perpetuals, warrants, linked bonds and structured products. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.

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

    Virtus Stone Harbor Strategic Income Fund | Bloomberg Global Credit Index (Hedged USD)  
    Risk/Return: rr_RiskReturnAbstract  
    Index No Deduction for Fees, Expenses, Taxes [Text] rr_IndexNoDeductionForFeesExpensesTaxes (Hedged USD) (reflects no deduction for fees, expenses or taxes)
    Label rr_AverageAnnualReturnLabel Bloomberg Global Credit Index (Hedged USD) (reflects no deduction for fees, expenses or taxes)
    1 Year rr_AverageAnnualReturnYear01 (0.41%)
    5 Years rr_AverageAnnualReturnYear05 4.74%
    Since Inception rr_AverageAnnualReturnSinceInception 4.63%
    Inception Date rr_AverageAnnualReturnInceptionDate Dec. 18, 2013
    Virtus Stone Harbor Strategic Income Fund | Class A Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol VSHFX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice 3.75%
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.55%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets 0.25%
    Other Expenses rr_OtherExpensesOverAssets 0.54% [1]
    Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.45%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.79% [2]
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.84%) [3]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 0.95% [2],[3],[4]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Other Expenses, New Fund, Based on Estimates [Text] rr_OtherExpensesNewFundBasedOnEstimates Estimated for current fiscal year, as annualized.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.
    1 Year rr_ExpenseExampleYear01 $ 468
    3 Years rr_ExpenseExampleYear03 755
    5 Years rr_ExpenseExampleYear05 1,152
    10 Years rr_ExpenseExampleYear10 2,263
    1 Year rr_ExpenseExampleNoRedemptionYear01 468
    3 Years rr_ExpenseExampleNoRedemptionYear03 755
    5 Years rr_ExpenseExampleNoRedemptionYear05 1,152
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 2,263
    Virtus Stone Harbor Strategic Income Fund | Class I Shares  
    Risk/Return: rr_RiskReturnAbstract  
    Trading Symbol dei_TradingSymbol SHSIX
    Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price) rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice none
    Maximum Deferred Sales Charge (as a percentage of Offering Price) rr_MaximumDeferredSalesChargeOverOfferingPrice none
    Management Fees rr_ManagementFeesOverAssets 0.55%
    Distribution and Shareholder Servicing (12b-1) Fees rr_DistributionAndService12b1FeesOverAssets none
    Other Expenses rr_OtherExpensesOverAssets 0.47% [5]
    Acquired Fund Fees and Expenses rr_AcquiredFundFeesAndExpensesOverAssets 0.45%
    Total Annual Fund Operating Expenses rr_ExpensesOverAssets 1.47% [2]
    Less: Expense Reimbursement rr_FeeWaiverOrReimbursementOverAssets (0.77%) [3]
    Total Annual Fund Operating Expenses After Expense Reimbursement rr_NetExpensesOverAssets 0.70% [2],[3],[4]
    Fee Waiver or Reimbursement over Assets, Date of Termination rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination April 7, 2024
    Expenses Restated to Reflect Current [Text] rr_ExpensesRestatedToReflectCurrent Restated to reflect current fees and expenses.
    Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text] rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses.
    1 Year rr_ExpenseExampleYear01 $ 72
    3 Years rr_ExpenseExampleYear03 309
    5 Years rr_ExpenseExampleYear05 652
    10 Years rr_ExpenseExampleYear10 1,621
    1 Year rr_ExpenseExampleNoRedemptionYear01 72
    3 Years rr_ExpenseExampleNoRedemptionYear03 309
    5 Years rr_ExpenseExampleNoRedemptionYear05 652
    10 Years rr_ExpenseExampleNoRedemptionYear10 $ 1,621
    Annual Return 2014 rr_AnnualReturn2014 4.22%
    Annual Return 2015 rr_AnnualReturn2015 (2.11%)
    Annual Return 2016 rr_AnnualReturn2016 8.88%
    Annual Return 2017 rr_AnnualReturn2017 5.34%
    Annual Return 2018 rr_AnnualReturn2018 (2.88%)
    Annual Return 2019 rr_AnnualReturn2019 9.45%
    Annual Return 2020 rr_AnnualReturn2020 3.86%
    Annual Return 2021 rr_AnnualReturn2021 0.83%
    Year to Date Return, Label rr_YearToDateReturnLabel Year to Date
    Bar Chart, Year to Date Return, Date rr_BarChartYearToDateReturnDate Jun. 30, 2022
    Bar Chart, Year to Date Return rr_BarChartYearToDateReturn (12.76%)
    Label rr_HighestQuarterlyReturnLabel Best Quarter
    Highest Quarterly Return, Date rr_BarChartHighestQuarterlyReturnDate Jun. 30, 2020
    Highest Quarterly Return rr_BarChartHighestQuarterlyReturn 9.60%
    Label rr_LowestQuarterlyReturnLabel Worst Quarter
    Lowest Quarterly Return, Date rr_BarChartLowestQuarterlyReturnDate Mar. 31, 2020
    Lowest Quarterly Return rr_BarChartLowestQuarterlyReturn (11.83%)
    Label rr_AverageAnnualReturnLabel Return Before Taxes
    1 Year rr_AverageAnnualReturnYear01 0.83%
    5 Years rr_AverageAnnualReturnYear05 3.24%
    Since Inception rr_AverageAnnualReturnSinceInception 3.33%
    Inception Date rr_AverageAnnualReturnInceptionDate Dec. 18, 2013
    Virtus Stone Harbor Strategic Income Fund | Class I Shares | After Taxes on Distributions  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions
    1 Year rr_AverageAnnualReturnYear01 (0.64%)
    5 Years rr_AverageAnnualReturnYear05 1.80%
    Since Inception rr_AverageAnnualReturnSinceInception 1.69%
    Inception Date rr_AverageAnnualReturnInceptionDate Dec. 18, 2013
    Virtus Stone Harbor Strategic Income Fund | Class I Shares | After Taxes on Distributions and Sales  
    Risk/Return: rr_RiskReturnAbstract  
    Label rr_AverageAnnualReturnLabel Return After Taxes on Distributions and Sale of Fund Shares
    1 Year rr_AverageAnnualReturnYear01 0.49%
    5 Years rr_AverageAnnualReturnYear05 1.85%
    Since Inception rr_AverageAnnualReturnSinceInception 1.82%
    Inception Date rr_AverageAnnualReturnInceptionDate Dec. 18, 2013
    [1]

    Estimated for current fiscal year, as annualized.

    [2]

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

    [3]

    Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 0.95% for Class A Shares and 0.70% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA.

    [4]

    Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 0.96% for Class A Shares and 0.71% for Class I Shares.

    [5]

    Restated to reflect current fees and expenses.

    XML 48 c104558_485bpos-ixbrl_htm.xml IDEA: XBRL DOCUMENT 0001005020 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member cik0001005020:C000234173Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member cik0001005020:C000234172Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member cik0001005020:C000234177Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member cik0001005020:C000234176Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:C000234174Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:C000234175Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member cik0001005020:C000234179Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member cik0001005020:C000234178Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member cik0001005020:C000234181Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member cik0001005020:C000234180Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member cik0001005020:C000234182Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member cik0001005020:C000234183Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234172Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234172Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075276Member cik0001005020:JPMorganCEMBIBroadDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234176Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234176Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075278Member cik0001005020:JPMorganEMBIGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234175Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234175Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:JPMorganEMBIGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:JPMorganGBI-EMGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075277Member cik0001005020:BlendIndex50JPMorganEMBIGlobalDiversifiedIndex50JPMorganGBI-EMGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234178Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234178Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075279Member cik0001005020:ICEBofAUSHighYieldConstrainedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234180Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234180Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075280Member cik0001005020:JPMorganGBI-EMGlobalDiversifiedIndexMember 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member rr:AfterTaxesOnDistributionsMember cik0001005020:C000234183Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member rr:AfterTaxesOnDistributionsAndSalesMember cik0001005020:C000234183Member 2022-05-31 2022-05-31 0001005020 cik0001005020:S000075281Member cik0001005020:BloombergGlobalCreditIndexHedgedUSDMember 2022-05-31 2022-05-31 iso4217:USD pure N-1A VIRTUS OPPORTUNITIES TRUST 2022-09-28 VSHAX SHCDX VSHCX SHMDX VSHBX SHADX VSHDX SHHYX VSHEX SHLMX VSHFX SHSIX Virtus Stone Harbor Emerging Markets Corporate Debt Fund Investment Objective <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; font-style:normal;"><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.</span></p> Fees and Expenses <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The Virtus Stone Harbor Emerging Markets Corporate Debt Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Corporate Debt Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.</p> You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. 50000  Shareholder Fees (fees paid directly from your investment) 0.0375 0 0 0  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment) 0.0085 0.0085 0.0025 0 0.0237 0.0230 0.0001 0.0001 0.0236 0.0229 0.0347 0.0315 -0.0221 -0.0214 0.0126 0.0101 Example <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods or continued to hold them. The example also assumes that your investment has a 5% return each year, that the fund’s operating expenses remain the same and that the expense reimbursement agreement remains in place for the contractual period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:</p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 499 499 989 989 1730 1730 3684 3684 103 103 554 554 1261 1261 3145 3145 Portfolio Turnover <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 14% of the average value of its portfolio. </p> 0.14 Principal Investment Strategies <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Corporate Debt Investments. “Emerging Markets Corporate Debt Investments” are debt instruments, including loans, issued by corporations or other business organizations that are economically tied to an emerging market country. A corporation or other business organization is economically tied to an emerging market country if it issues securities that are principally traded on the country’s securities markets or if it is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Corporate Debt Investments also include derivative instruments used for hedging purposes or to otherwise gain or reduce long or short exposure to Emerging Markets Corporate Debt Investments. For example, the fund may utilize futures or other derivatives whose return is based on specific Emerging Markets Corporate Debt Investments or indices of such investments. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund may also invest in sovereign debt securities. The fund’s investments may be denominated in non-U.S. currencies or in the U.S. dollar.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. The fund’s investments may include, among other things, corporate debt securities, sovereign debt securities, structured notes, convertible securities, securities issued by supranational organizations, fixed and floating rate commercial loans, loan participations and assignments, private placements, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to the types of investments listed herein. The fund seeks capital appreciation through country selection, issuer selection, industry selection, security selection and currency selection.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.” Such securities may include those that are in default with respect to the payment of principal or interest.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.</p> Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Corporate Debt Investments. Principal Risks <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may not achieve its objective(s), and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. Purchase and redemption activities by fund shareholders may impact the management of the fund and its ability to achieve its investment objective(s). The principal risks of investing in the fund are identified below.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Emerging Market Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Foreign Investing Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Credit Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Interest Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Counterparty Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> There is risk that a party upon whom the fund relies to complete a transaction will default.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Currency Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Derivatives Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">High-Yield Fixed Income Securities (Junk Bonds) Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.</span></p> <p style="font-size:10.0pt; font-family:Sans-Serif; text-align:left; color:#A7A9AC; text-indent:-18.0pt; font-weight:bold; margin-left:39.6pt; font-style:italic;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Liquidity Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Income Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Market Volatility Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Bank Loan Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Redemption Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">RIC Compliance Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Short-Term Investments Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.</span></p> If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Performance Information <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index. Updated performance information is available at virtus.com or by calling 800-243-1574.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.</p> The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. virtus.com 800-243-1574 Calendar year total returns for Class I Shares  Returns do not reflect sales charges applicable to other share classes and would be lower if they did. <table cellpadding="0" cellspacing="0" style="border-collapse:collapse;margin-left:auto;margin-right:auto" width="72%"> <tr style="font-size:1pt;"> <td style="width:14.15%;"> </td> <td style="width:10.11%;"> </td> <td style="width:10.09%;"> </td> <td style="width:14.14%;"> </td> <td style="width:10.09%;"> </td> <td style="width:10.09%;"> </td> <td style="width:22.22%;"> </td> <td style="width:9.09%;"> </td></tr> <tr> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-left:0.5pt; border-left-style:solid; border-left-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Best Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q2:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">20.05%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Worst Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q1:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-20.12%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Year to Date (6/30/2022):</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-right:0.5pt; border-right-style:solid; border-right-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-15.27%</p></td></tr> </table> Best Quarter 2020-06-30 0.2005 Worst Quarter 2020-03-31 -0.2012 Year to Date 2022-06-30 -0.1527 Average Annual Total Returns <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.</p> Returns reflect deduction of maximum sales charges and full redemption at end of periods shown. Return Before Taxes 0.0195 0.0544 0.0555 Return After Taxes on Distributions 0.0008 0.0337 0.0341 Return After Taxes on Distributions and Sale of Fund Shares 0.0115 0.0326 0.0332 JPMorgan CEMBI Broad Diversified Index (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) 0.0091 0.0536 0.0564 <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The J.P. Morgan CEMBI Broad Diversified Index tracks total returns for U.S. dollar denominated debt instruments issued by corporate entities in emerging markets countries. The benchmark limits the current face amount allocations of the bonds in the CEMBI Broad by constraining the total face amount outstanding for countries with larger debt stocks. Qualifying corporate bonds have a face amount greater than USD 300 million, maturity greater than 5 years, verifiable prices and cash flows, and from countries with Asia ex Japan, Latin America, Eastern Europe, Middle East, and Africa. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable </p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.</p> After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. Virtus Stone Harbor Emerging Markets Debt Fund Investment Objective <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.</p> Fees and Expenses <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The Virtus Stone Harbor Emerging Markets Debt Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Debt Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.</p> You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. 50000  Shareholder Fees (fees paid directly from your investment) 0.0375 0 0 0  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment) 0.0060 0.0060 0.0025 0 0.0027 0.0020 0.0001 0.0001 0.0026 0.0019 0.0112 0.0080 -0.0011 -0.0007 0.0101 0.0073 Example <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods or continued to hold them. The example also assumes that your investment has a 5% return each year, that the fund’s operating expenses remain the same and that the expense reimbursement agreement remains in place for the contractual period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:</p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 474 474 696 696 948 948 1668 1668 75 75 241 241 430 430 976 976 Portfolio Turnover <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 104% of the average value of its portfolio. High levels of portfolio turnover increase transaction costs and taxes and may lower investment performance.</p> 1.04 Principal Investment Strategies <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Fixed Income Securities. “Emerging Markets Fixed Income Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans. Emerging Markets Fixed Income Securities may be denominated in non-U.S. currencies or the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Fixed Income Securities also include derivatives and other instruments used to hedge or gain exposure to emerging securities markets (for example, futures or other derivatives whose return is based on specific emerging markets securities or indices). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The Fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The subadviser has broad discretion to identify and invest in countries that it considers to be emerging securities markets. The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. Emerging Markets Fixed Income Securities may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities and derivatives related to these types of securities. The fund seeks capital appreciation through country selection, sector selection and security selection.</p>  <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.</p> Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Fixed Income Securities. Principal Risks <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may not achieve its objective(s), and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. Purchase and redemption activities by fund shareholders may impact the management of the fund and its ability to achieve its investment objective(s). The principal risks of investing in the fund are identified below.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Emerging Market Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Foreign Investing Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Credit Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Interest Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Counterparty Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> There is risk that a party upon whom the fund relies to complete a transaction will default.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Currency Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Derivatives Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">High-Yield Fixed Income Securities (Junk Bonds) Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.</span></p>  <p style="font-size:10.0pt; font-family:Sans-Serif; text-align:left; color:#A7A9AC; text-indent:-18.0pt; font-weight:bold; margin-left:39.6pt; font-style:italic;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Liquidity Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Income Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Market Volatility Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Redemption Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">RIC Compliance Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Short-Term Investments Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.</span></p> If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Performance Information <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index. Updated performance information is available at virtus.com or by calling 800-243-1574.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.</p> The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. virtus.com 800-243-1574 Calendar year total returns for Class I Shares  Returns do not reflect sales charges applicable to other share classes and would be lower if they did. <table cellpadding="0" cellspacing="0" style="border-collapse:collapse;margin-left:auto;margin-right:auto" width="72%"> <tr style="font-size:1pt;"> <td style="width:14.15%;"> </td> <td style="width:10.11%;"> </td> <td style="width:10.09%;"> </td> <td style="width:14.14%;"> </td> <td style="width:10.09%;"> </td> <td style="width:10.09%;"> </td> <td style="width:22.22%;"> </td> <td style="width:9.09%;"> </td></tr> <tr> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-left:0.5pt; border-left-style:solid; border-left-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Best Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q2:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">18.89%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Worst Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q1:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-18.76%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Year to Date (6/30/2022):</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-right:0.5pt; border-right-style:solid; border-right-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-24.19%</p></td></tr> </table> Best Quarter 2020-06-30 0.1889 Worst Quarter 2020-03-31 -0.1876 Year to Date 2022-06-30 -0.2419 Average Annual Total Returns <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.</p> Returns reflect deduction of maximum sales charges and full redemption at end of periods shown. Return Before Taxes -0.0251 0.0418 0.0430 Return After Taxes on Distributions -0.0433 0.0183 0.0191 Return After Taxes on Distributions and Sale of Fund Shares -0.0148 0.0217 0.0223 JPMorgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) -0.0180 0.0465 0.0528 <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The J.P. Morgan EMBI Global Diversified Index (EMBI Global Diversified) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities: Brady bonds, loans, and Eurobonds. The index limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by the EMBI Global. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged and not available for direct investment.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.</p> After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. Virtus Stone Harbor Emerging Markets Debt Allocation Fund Investment Objective <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.</p> Fees and Expenses <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The Virtus Stone Harbor Emerging Markets Debt Allocation Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Emerging Markets Debt Allocation Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.</p> You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. 50000  Shareholder Fees (fees paid directly from your investment) 0.0375 0 0 0  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment) 0.0070 0.0070 0.0025 0 0.0160 0.0153 0.0084 0.0084 0.0339 0.0307 -0.0229 -0.0222 0.0110 0.0085 Example <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods or continued to hold them. The example also assumes that your investment has a 5% return each year, that the fund’s operating expenses remain the same and that the expense reimbursement agreement remains in place for the contractual period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:</p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 483 483 950 950 1678 1678 3601 3601 87 87 513 513 1205 1205 3056 3056 Portfolio Turnover <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 12% of the average value of its portfolio. </p> 0.12 Principal Investment Strategies <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Under normal circumstances, the fund invests, either directly or through the underlying funds (defined below), at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Debt Investments. “Emerging Markets Debt Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Debt Investments may be denominated in the U.S. Dollar or the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”). Emerging Markets Debt Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). The fund may use derivatives to a significant extent. Derivatives included in the 80% calculation are those that have economic characteristics of emerging markets fixed income securities.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may invest all or a significant portion of its assets in the Virtus Stone Harbor Emerging Markets Debt Fund and Virtus Stone Harbor Local Markets Fund (together, the “underlying funds”). The fund expects that under normal circumstances approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Emerging Markets Debt Fund and approximately 50% of the fund’s assets will be invested in the Virtus Stone Harbor Local Markets Fund. The fund is not required to invest in the underlying funds. The allocations in the underlying funds listed above may vary from time to time depending on market conditions and there may be times the fund is not invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken or investments held by the fund or by an underlying fund. The underlying funds listed above are described elsewhere in this Prospectus.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The subadviser has broad discretion to identify and invest in countries that it considers to qualify as emerging securities markets. The subadviser generally considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. It is anticipated that the fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. The fund’s investments may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to these types of investments. The fund seeks capital appreciation through country selection, sector selection, security selection and currency selection.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">In selecting Emerging Markets Debt Investments for investment, the subadviser will apply a market risk analysis contemplating the assessment of various factors, such as liquidity, volatility, tax implications, interest rate sensitivity, counterparty risks, economic factors, currency exchange rates and technical market conditions.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.</p> Principal Risks <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may not achieve its objective(s), and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. Purchase and redemption activities by fund shareholders may impact the management of the fund and its ability to achieve its investment objective(s). The principal risks of investing in the fund are identified below.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Affiliated Fund Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The risk that the subadviser’s authority to select and substitute underlying funds from a variety of affiliated mutual funds may create a conflict of interest.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Allocation Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The risk that the fund’s exposure to equities and fixed income securities, or to different asset classes, may vary from the intended allocation or may not be optimal for market conditions at a given time.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Fund of Funds Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The risk that the fund’s performance will be adversely affected by the assets owned by the other mutual funds and ETFs in which it invests, and that the layering of expenses associated with the fund’s investment in such other funds will cost shareholders more than direct investments would have cost.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The principal risks attributable to the underlying funds in which the fund invests are:</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Emerging Market Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Foreign Investing Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Credit Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Interest Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Counterparty Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> There is risk that a party upon whom the fund relies to complete a transaction will default.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Currency Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Derivatives Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">High-Yield Fixed Income Securities (Junk Bonds) Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.</span></p> <p style="font-size:10.0pt; font-family:Sans-Serif; text-align:left; color:#A7A9AC; text-indent:-18.0pt; font-weight:bold; margin-left:39.6pt; font-style:italic;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Liquidity Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Income Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Market Volatility Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Redemption Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">RIC Compliance Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Short-Term Investments Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.</span></p> If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Performance Information <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart shows changes in the fund’s performance from year to year since its inception. The table shows how the fund’s average annual returns compare to those of two broad-based securities market indexes and a blended index. Updated performance information is available at virtus.com or by calling 800-243-1574.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.</p> The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. virtus.com 800-243-1574 Calendar year total returns for Class I Shares  Returns do not reflect sales charges applicable to other share classes and would be lower if they did. <table cellpadding="0" cellspacing="0" style="border-collapse:collapse;margin-left:auto;margin-right:auto" width="72%"> <tr style="font-size:1pt;"> <td style="width:14.15%;"> </td> <td style="width:10.11%;"> </td> <td style="width:10.09%;"> </td> <td style="width:14.14%;"> </td> <td style="width:10.09%;"> </td> <td style="width:10.09%;"> </td> <td style="width:22.22%;"> </td> <td style="width:9.09%;"> </td></tr> <tr> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-left:0.5pt; border-left-style:solid; border-left-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Best Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q2:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">15.30%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Worst Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q1:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-17.80%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Year to Date (6/30/2022):</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-right:0.5pt; border-right-style:solid; border-right-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-19.66%</p></td></tr> </table> Best Quarter 2020-06-30 0.1530 Worst Quarter 2020-03-31 -0.1780 Year to Date 2022-06-30 -0.1966 Average Annual Total Returns <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.</p> Returns reflect deduction of maximum sales charges and full redemption at end of periods shown. 2014-10-20 2014-10-20 2014-10-20 2014-10-20 2014-10-20 2014-10-20 Return Before Taxes -0.0556 0.0310 0.0154 Return After Taxes on Distributions -0.0651 0.0178 0.0012 Return After Taxes on Distributions and Sale of Fund Shares -0.0330 0.0181 0.0053 JPMorgan EMBI Global Diversified Index (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) -0.0180 0.0465 0.0454 JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) -0.0875 0.0282 -0.0005 Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes) (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes) -0.0532 0.0378 0.0228 <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The J.P. Morgan EMBI Global Diversified Index (EMBI Global Diversified) tracks total returns for U.S. dollar-denominated debt instruments issued by emerging markets sovereign and quasi-sovereign entities: Brady bonds, loans, and Eurobonds. The index limits the weights of those index countries with larger debt stocks by only including specified portions of these countries’ eligible current face amounts outstanding. The countries covered in the EMBI Global Diversified are identical to those covered by the EMBI Global. The J.P. Morgan GBI-EM Global Diversified Index consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure. The weightings among the countries are more evenly distributed within this index. The indexes are calculated on a total-return basis with dividends reinvested, and they are unmanaged and not available for direct investment.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.</p> After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. Virtus Stone Harbor High Yield Bond Fund Investment Objective <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.</p> Fees and Expenses <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The Virtus Stone Harbor High Yield Bond Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor High Yield Bond Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.</p> You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. 50000  Shareholder Fees (fees paid directly from your investment) 0.0375 0 0 0  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment) 0.0050 0.0050 0.0025 0 0.0039 0.0033 0.0001 0.0001 0.0038 0.0032 0.0114 0.0083 -0.0023 -0.0017 0.0091 0.0066 Example <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods or continued to hold them. The example also assumes that your investment has a 5% return each year, that the fund’s operating expenses remain the same and that the expense reimbursement agreement remains in place for the contractual period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:</p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 464 464 679 679 935 935 1668 1668 67 67 230 230 426 426 993 993 Portfolio Turnover <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 55% of the average value of its portfolio. </p> 0.55 Principal Investment Strategies <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in High Yield Debt Securities. “High Yield Debt Securities” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) rated below investment grade (or, if unrated, of comparable quality as determined by the Adviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans, and other obligations of U.S. and non-U.S. issuers. High Yield Debt Securities also include securities or other instruments whose return is based on the return of high yield securities, including derivative instruments and instruments created to hedge or gain exposure to the high yield markets. The fund may invest in High Yield Debt Securities of any credit rating (including unrated securities). The fund’s investments may include, among other things, asset-backed securities, depositary receipts, mortgage-related securities (including transferable private issuer mortgage-backed securities), non-publicly traded securities, payment-in-kind bonds, securities issued by supranational organizations, structured notes, convertible securities, inflation-protected and other index-linked securities, interest-only securities, step-up securities and zero coupon bonds. Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, credit linked notes and credit default swaps. The fund may use derivatives to a significant extent. The fund seeks capital appreciation through industry selection, sector selection and security selection.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 3 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.</p> Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in High Yield Debt Securities. Principal Risks <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may not achieve its objective(s), and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. Purchase and redemption activities by fund shareholders may impact the management of the fund and its ability to achieve its investment objective(s). The principal risks of investing in the fund are identified below.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Credit Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Interest Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Counterparty Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> There is risk that a party upon whom the fund relies to complete a transaction will default.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Derivatives Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">High-Yield Fixed Income Securities (Junk Bonds) Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.</span></p> <p style="font-size:10.0pt; font-family:Sans-Serif; text-align:left; color:#A7A9AC; text-indent:-18.0pt; font-weight:bold; margin-left:39.6pt; font-style:italic;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Liquidity Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Income Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Bank Loan Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Mortgage-Backed and Asset-Backed Securities Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Changes in interest rates may cause both extension and prepayment risks for mortgage-backed and asset-backed securities. These securities are also subject to risks associated with the non-repayment of underlying collateral, including losses to the fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Market Volatility Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Foreign Investing Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Redemption Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">RIC Compliance Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Short-Term Investments Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.</span></p> If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Performance Information <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index. Updated performance information is available at virtus.com or by calling 800-243-1574.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.</p> The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. virtus.com 800-243-1574 Calendar year total returns for Class I Shares  Returns do not reflect sales charges applicable to other share classes and would be lower if they did. <table cellpadding="0" cellspacing="0" style="border-collapse:collapse;margin-left:auto;margin-right:auto" width="72%"> <tr style="font-size:1pt;"> <td style="width:14.15%;"> </td> <td style="width:10.11%;"> </td> <td style="width:10.09%;"> </td> <td style="width:14.14%;"> </td> <td style="width:10.09%;"> </td> <td style="width:10.09%;"> </td> <td style="width:22.22%;"> </td> <td style="width:9.09%;"> </td></tr> <tr> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-left:0.5pt; border-left-style:solid; border-left-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Best Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q2:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">8.58%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Worst Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q1:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-11.58%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Year to Date (6/30/2022):</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-right:0.5pt; border-right-style:solid; border-right-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-15.85%</p></td></tr> </table> Best Quarter 2020-06-30 0.0858 Worst Quarter 2020-03-31 -0.1158 Year to Date 2022-06-30 -0.1585 Average Annual Total Returns <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.</p> Returns reflect deduction of maximum sales charges and full redemption at end of periods shown. Return Before Taxes 0.0438 0.0536 0.0576 Return After Taxes on Distributions 0.0242 0.0306 0.0303 Return After Taxes on Distributions and Sale of Fund Shares 0.0257 0.0308 0.0324 ICE BofA U.S. High Yield Constrained Index (reflects no deduction for fees, expenses or taxes) ICE BofA U.S. High Yield Constrained Index (reflects no deduction for fees, expenses or taxes) 5.35% 6.08% 6.71%           The ICE BofA US High Yield Constrained Index contains all securities in the US High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro rata basis. Similarly, the face values of bonds of all other issuers that fall below the 2% cap are increased on a pro rata basis. In the event there are fewer than 50 issues in the Index, each is equally weighted and the face values of their respective bonds are increased or decreased on a pro rata basis. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment. (reflects no deduction for fees, expenses or taxes) 0.0535 0.0608 0.0671 <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The ICE BofA US High Yield Constrained Index contains all securities in the US High Yield Index but caps issuer exposure at 2%. Index constituents are capitalization weighted, based on their current amount outstanding, provided the total allocation to an individual issuer does not exceed 2%. Issuers that exceed the limit are reduced to 2% and the face value of each of their bonds is adjusted on a pro rata basis. Similarly, the face values of bonds of all other issuers that fall below the 2% cap are increased on a pro rata basis. In the event there are fewer than 50 issues in the Index, each is equally weighted and the face values of their respective bonds are increased or decreased on a pro rata basis. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.</p> After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. Virtus Stone Harbor Local Markets Fund Investment Objective <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.</p> Fees and Expenses <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The Virtus Stone Harbor Local Markets Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Local Markets Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.</p> You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. 50000  Shareholder Fees (fees paid directly from your investment) 0.0375 0 0 0  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment) 0.0075 0.0075 0.0025 0 0.0054 0.0048 0.0001 0.0001 0.0053 0.0047 0.0154 0.0123 -0.0028 -0.0022 0.0126 0.0101 Example <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods or continued to hold them. The example also assumes that your investment has a 5% return each year, that the fund’s operating expenses remain the same and that the expense reimbursement agreement remains in place for the contractual period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:</p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 499 499 789 789 1131 1131 2094 2094 103 103 346 346 632 632 1449 1449 Portfolio Turnover <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 67% of the average value of its portfolio. High levels of portfolio turnover increase transaction costs and taxes and may lower investment performance.</p> 0.67 Principal Investment Strategies <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Investments. “Emerging Markets Investments” include fixed income securities and derivative instruments (including, but not limited to, spot and currency contracts, futures, options and swaps) that economically are tied to an emerging market country, which are denominated in the predominant currency of the local market of an emerging market country (an “Emerging Markets Currency”) or whose performance is linked to those countries’ currencies, markets, economies or ability to repay loans. Although under normal circumstances a significant portion of the fund’s investments will be denominated in Emerging Markets Currencies, Emerging Markets Investments may be denominated in non-Emerging Markets Currencies, including the U.S. dollar. A security or instrument is economically tied to an emerging market country if it is principally traded on the country’s securities markets or the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. Emerging Markets Investments also include Emerging Markets Currencies and derivatives and other instruments used to hedge or gain exposure to emerging securities markets or Emerging Markets Currencies (for example, futures or other derivatives whose return is based on specific emerging markets securities, emerging markets indices or Emerging Markets Currencies). Although the fund is not limited in the types of derivatives it can use, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index. The subadviser has broad discretion as to the specific emerging market countries in which the fund invests, and while the allocation to various markets will vary it is likely that the fund will often have 5% or more of its assets invested in one or more specific emerging markets countries. It is anticipated that the Fund will focus most of its investments in Asia, Africa, the Middle East, Latin America and/or the developing countries of Europe. Emerging Markets Investments may include, among other things, sovereign debt securities, corporate debt securities, structured notes, convertible securities, securities issued by supranational organizations, floating rate commercial loans, securitized loan participations, Rule 144A securities, non-U.S. currencies, forward currency contracts and other foreign currency transactions and derivatives related to these types of investments. The fund seeks capital appreciation through country selection, sector selection, security selection and currency selection.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">In selecting Emerging Markets Investments for investment, the subadviser will apply a market risk analysis contemplating the assessment of various factors, such as liquidity, volatility, tax implications, interest rate sensitivity, counterparty risks, economic factors, currency exchange rates and technical market considerations.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund is “non-diversified,” which means that it can invest a higher percentage of its assets in any one issuer or in a smaller number of issuers than a diversified fund.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities, commonly referred to as “high yield” securities or “junk bonds.”</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Maturity and Duration. The subadviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.</p> Under normal circumstances, the fund invests at least 80% of its net assets (plus any borrowings made for investment purposes) in Emerging Markets Investments. Principal Risks <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may not achieve its objective(s), and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. Purchase and redemption activities by fund shareholders may impact the management of the fund and its ability to achieve its investment objective(s). The principal risks of investing in the fund are identified below.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Emerging Market Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Foreign Investing Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Credit Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Interest Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Counterparty Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> There is risk that a party upon whom the fund relies to complete a transaction will default.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Currency Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Derivatives Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">High-Yield Fixed Income Securities (Junk Bonds) Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.</span></p> <p style="font-size:10.0pt; font-family:Sans-Serif; text-align:left; color:#A7A9AC; text-indent:-18.0pt; font-weight:bold; margin-left:39.6pt; font-style:italic;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Liquidity Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Non-Diversification Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund is not diversified and may be more susceptible to factors negatively impacting its holdings to the extent the fund invests more of its assets in the securities of fewer issuers than would a diversified fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Income Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Market Volatility Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Bank Loan Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Investing in China Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund may invest in China, where the government maintains strict currency controls, and where the government plays a major role in the country’s economic policies regarding foreign investments.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Non-U.S. Government Securities Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The governmental entity that controls the repayment of government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Redemption Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">RIC Compliance Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Short-Term Investments Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.</span></p> If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. The fund is not diversified and may be more susceptible to factors negatively impacting its holdings to the extent the fund invests more of its assets in the securities of fewer issuers than would a diversified fund. Performance Information <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart shows changes in the fund’s performance from year to year over a 10-year period. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index. Updated performance information is available at virtus.com or by calling 800-243-1574.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.</p> The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. virtus.com 800-243-1574 Calendar year total returns for Class I Shares  Returns do not reflect sales charges applicable to other share classes and would be lower if they did. <table cellpadding="0" cellspacing="0" style="border-collapse:collapse;margin-left:auto;margin-right:auto" width="72%"> <tr style="font-size:1pt;"> <td style="width:14.15%;"> </td> <td style="width:10.11%;"> </td> <td style="width:10.09%;"> </td> <td style="width:14.14%;"> </td> <td style="width:10.09%;"> </td> <td style="width:10.09%;"> </td> <td style="width:22.22%;"> </td> <td style="width:9.09%;"> </td></tr> <tr> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-left:0.5pt; border-left-style:solid; border-left-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Best Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q2:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">11.02%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Worst Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q1:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-16.98%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Year to Date (6/30/2022):</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-right:0.5pt; border-right-style:solid; border-right-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-15.21%</p></td></tr> </table> Best Quarter 2020-06-30 0.1102 Worst Quarter 2020-03-31 -0.1698 Year to Date 2022-06-30 -0.1521 Average Annual Total Returns <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.</p> Returns reflect deduction of maximum sales charges and full redemption at end of periods shown. Return Before Taxes -0.0823 0.0192 -0.0076 Return After Taxes on Distributions -0.0823 0.0170 -0.0115 Return After Taxes on Distributions and Sale of Fund Shares -0.0487 0.0138 -0.0072 JPMorgan GBI-EM Global Diversified Index (reflects no deduction for fees, expenses or taxes) (reflects no deduction for fees, expenses or taxes) -0.0875 0.0282 0.0074 <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The J.P. Morgan GBI-EM Global Diversified Index consists of regularly traded, liquid fixed-rate, domestic currency government bonds to which international investors can gain exposure. The weightings among the countries are more evenly distributed within this index. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.</p> After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. Virtus Stone Harbor Strategic Income Fund Investment Objective <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund has an investment objective of seeking to maximize total return, which consists of income on its investments and capital appreciation.</p> Fees and Expenses <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The tables below illustrate the fees and expenses that you may pay if you buy, hold and sell shares of the fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. More information on these and other discounts is available: (i) from your financial professional or other financial intermediary; (ii) under “Sales Charges” on page 47 of the fund’s prospectus; (iii) with respect to purchase of shares through specific intermediaries, in Appendix A to the fund’s prospectus, entitled “Intermediary Sales Charge Discounts and Waivers;” and (iv) under “Alternative Purchase Arrangements” on page 91 of the fund’s statement of additional information.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The Virtus Stone Harbor Strategic Income Fund, a series of Virtus Opportunities Trust, is the successor of the Stone Harbor Strategic Income Fund, formerly a series of Stone Harbor Investment Funds (“Predecessor Fund”), resulting from a reorganization of the Predecessor Fund with and into the fund on April 8, 2022.</p> You may qualify for sales charge discounts in Class A Shares if you and your family invest, or agree to invest in the future, at least $50,000 in Virtus Funds. 50000  Shareholder Fees (fees paid directly from your investment) 0.0375 0 0 0  Annual Fund Operating Expenses (expenses that you pay each year as  a percentage of the value of your investment) 0.0055 0.0055 0.0025 0 0.0054 0.0047 0.0045 0.0045 0.0179 0.0147 -0.0084 -0.0077 0.0095 0.0070 Example <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">This example is intended to help you compare the cost of investing in the fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the fund for the time periods indicated and then redeem all of your shares at the end of those periods or continued to hold them. The example also assumes that your investment has a 5% return each year, that the fund’s operating expenses remain the same and that the expense reimbursement agreement remains in place for the contractual period. Although your actual costs may be higher or lower, based on these assumptions your costs would be:</p> Although your actual costs may be higher or lower, based on these assumptions your costs would be: 468 468 755 755 1152 1152 2263 2263 72 72 309 309 652 652 1621 1621 Portfolio Turnover <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when fund shares are held in a taxable account. These costs, which are not reflected in annual fund operating expenses or in the example, affect the fund’s performance. During the most recent fiscal year, the fund's (including the Predecessor Fund's) portfolio turnover rate was 120% of the average value of its portfolio. </p> 1.20 Principal Investment Strategies <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund is intended to provide broad exposure to global credit markets. The fund, either directly or through the underlying funds (defined below), may invest in a broad variety of fixed income and other income producing securities and instruments (including derivatives), and will not be limited in terms of type of instrument, geography, credit rating or duration. The fund may invest all or a significant portion of its assets in Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Emerging Markets Debt Fund, Virtus Stone Harbor Local Markets Fund and Virtus Stone Harbor Emerging Markets Corporate Debt Fund and/or one or more other affiliated funds managed substantially similarly to these funds (together, the “underlying funds”). The underlying funds listed above are described elsewhere in this Prospectus. The fund is not required to invest in the underlying funds, and from time to time may not be invested in any underlying fund. The fund will consider the holdings of the underlying funds in which it invests when determining compliance with the 80% policy. In addition to investing in the underlying funds, the fund may invest directly in fixed income securities and in other instruments and transactions. References in this Prospectus to the fund may refer to actions undertaken by the Fund or by an underlying fund.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The types of fixed income securities in which the fund may invest include, but are not limited to, government securities; corporate debt securities; mortgage-backed or asset-backed securities issued or guaranteed by various governmental and non-governmental entities; secured and unsecured senior and subordinated loans and loan participations, including mortgages; Rule 144A securities; municipal securities; debentures, notes (including structured notes and promissory notes), and derivatives related to these types of securities. At any given time, the fund may be entirely or significantly invested in a particular type of fixed income security or underlying fund.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may invest in fixed income securities and derivative instruments rated below investment grade (or, if unrated, of comparable quality as determined by the subadviser). These types of securities and debt instruments are commonly referred to as “high yield” securities or “junk bonds” and may include, among other things, bonds, debentures, notes, equipment trust certificates, commercial paper, commercial loans, and other obligations of U.S. and non-U.S. issuers. The fund may also invest in preferred securities.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may invest all or a substantial portion of its assets in securities issued by non-U.S. entities. The fund’s investments may be issued by any U.S. or non-U.S. public- or private-sector entity. The Fund may invest a significant portion of its assets in investments that are economically tied to countries with emerging securities markets or whose performance is linked to those countries’ markets, economies or ability to repay loans, such as loans issued by corporations or other business organizations. An investment is economically tied to an emerging market country if it is principally traded on the country’s securities markets or if the issuer is organized or principally operates in the country, derives a majority of its income from its operations within the country or has a majority of its assets within the country. All or a significant portion of the fund’s investments may be denominated in non-U.S. currencies. The fund considers “emerging market countries” to include countries identified by the World Bank Group as being “low income economies” or which are included in a JPMorgan emerging market bond index.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may invest in derivatives and other instruments for hedging purposes or to otherwise gain or reduce long or short exposure to securities, markets or currencies. Although the fund and the underlying funds are not limited in the types of derivatives that may be used, the fund currently expects that its derivatives investments will consist primarily of the following instruments and transactions: futures, options, swaps, including credit default swaps, and credit linked notes. The fund may use derivatives to a significant extent.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Credit Quality. The fund may invest in securities of any credit rating (including unrated securities) and may invest without limit in higher risk, below-investment grade debt securities. Such securities may include those that are in default with respect to the payment of principal or interest.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Maturity and Duration. The subdviser normally maintains an average portfolio duration of between 2 and 7 years. However, the fund’s average duration may be outside this range, and the fund may invest in securities of any duration and maturity.</p> Principal Risks <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The fund may not achieve its objective(s), and it is not intended to be a complete investment program. The value of the fund’s investments that supports your share value may decrease. If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Investment values can decrease for a number of reasons. Conditions affecting the overall economy, specific industries or companies in which the fund invests can be worse than expected, and investments may fail to perform as the subadviser expects. As a result, the value of your shares may decrease. Purchase and redemption activities by fund shareholders may impact the management of the fund and its ability to achieve its investment objective(s). The principal risks of investing in the fund are identified below.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Affiliated Fund Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The risk that the subadviser’s authority to select and substitute underlying funds from a variety of affiliated mutual funds may create a conflict of interest.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Allocation Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The risk that the fund’s exposure to equities and fixed income securities, or to different asset classes, may vary from the intended allocation or may not be optimal for market conditions at a given time.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Fund of Funds Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The risk that the fund’s performance will be adversely affected by the assets owned by the other mutual funds and ETFs in which it invests, and that the layering of expenses associated with the fund’s investment in such other funds will cost shareholders more than direct investments would have cost.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The principal risks attributable to the underlying funds in which the fund invests are:</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Emerging Market Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Emerging markets securities may be more volatile, or more greatly affected by negative conditions, than those of their counterparts in more established foreign markets.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Foreign Investing Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Investing in foreign securities subjects the fund to additional risks such as increased volatility; currency fluctuations; less liquidity; less publicly available information about the foreign investment; and political, regulatory, economic, and market risk.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Credit Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the issuer of a debt instrument fails to pay interest or principal in a timely manner, or negative perceptions exist in the market of the issuer’s ability to make such payments, the price of the security may decline.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Interest Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The values of debt instruments may rise or fall in response to changes in interest rates, and this risk may be enhanced for securities with longer maturities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Counterparty Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> There is risk that a party upon whom the fund relies to complete a transaction will default.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Currency Rate Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect the value of the fund’s shares.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Derivatives Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Derivatives may include, among other things, futures, options, forwards and swap agreements and may be used in order to hedge portfolio risks, create leverage or attempt to increase returns. Investments in derivatives may result in increased volatility and the fund may incur a loss greater than its principal investment.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">High-Yield Fixed Income Securities (Junk Bonds) Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">There is a greater risk of issuer default, less liquidity, and increased price volatility related to high-yield securities than investment grade securities.</span></p> <p style="font-size:10.0pt; font-family:Sans-Serif; text-align:left; color:#A7A9AC; text-indent:-18.0pt; font-weight:bold; margin-left:39.6pt; font-style:italic;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Liquidity Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Certain instruments may be difficult or impossible to sell at a time and price beneficial to the fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Income Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Income received from the fund may vary widely over the short- and long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">U.S. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">and</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;"> </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Non-U.S.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Government Securities Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">U.S. Government securities may be subject to price fluctuations. An agency may default on an obligation not backed by the full faith and credit of the United States. Any guarantee on U.S. government securities does not apply to the value of the fund’s shares. The governmental entity that controls the repayment of non-U.S. government debt may not be willing or able to repay the principal and/or to pay the interest when it becomes due.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Mortgage-Backed and Asset-Backed Securities Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">Changes in interest rates may cause both extension and prepayment risks for mortgage-backed and asset-backed securities. These securities are also subject to risks associated with the non-repayment of underlying collateral, including losses to the fund.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Market Volatility Risk.</span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;"> The value of the securities in the fund may go up or down in response to the prospects of individual companies and/or general economic conditions. Price changes may be short- or long-term. Local, regional or global events such as war (e.g. Russia’s invasion of Ukraine), acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other events could have a significant impact on the fund and its investments, including hampering the ability of the fund’s portfolio manager(s) to invest the fund’s assets as intended.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Bank Loan Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">In addition to the risks typically associated with high-yield fixed income securities, bank loans may be unsecured or not fully collateralized, may be subject to restrictions on resale, may be less liquid and may trade infrequently on the secondary market. Bank loans settle on a delayed basis; thus, sale proceeds may not be available to meet redemptions for a substantial period of time after the sale of the loan.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Redemption Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">One or more large shareholders or groups of shareholders may redeem their holdings in the fund, resulting in an adverse impact on remaining shareholders in the fund by causing the fund to take actions it would not otherwise have taken.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">RIC Compliance Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">If the fund fails to qualify as a “regulated investment company” under the Internal Revenue Code, the fund’s expenses could increase, reducing its investment performance.</span></p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; text-indent:-18.0pt; font-weight:normal; margin-left:39.6pt; font-style:normal;"><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">&gt;</span><span style="word-spacing:10.0pt;"> </span><span style="font-size:10.0pt; font-family:Sans-Serif; font-style:italic; color:#A7A9AC; font-weight:bold; text-decoration:none;">Short-Term Investments Risk. </span><span style="font-size:9.5pt; font-family:Sans-Serif; font-style:normal; color:#000000; font-weight:normal; text-decoration:none;">The fund’s short-term investments may not provide the liquidity or protection intended or may prevent the fund from experiencing positive movements in the fund’s principal investment strategies.</span></p> If between the time you purchase shares and the time you sell shares the value of the fund’s investments decreases, you will lose money. Performance Information <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. The fund has adopted the past performance of the Predecessor Fund as its own. Therefore, the performance tables below include the performance of the shares of the Predecessor Fund prior to the fund’s commencement date. The Predecessor Fund and the fund have identical investment objectives and strategies.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The bar chart shows changes in the fund’s performance from year to year since its inception. The table shows how the fund’s average annual returns compare to those of a broad-based securities market index. Updated performance information is available at virtus.com or by calling 800-243-1574.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Performance for Class A Shares is not shown here as Class A Shares did not begin operations until April 11, 2022 and therefore had no performance for the periods shown.</p> The bar chart and table below provide some indication of the potential risks of investing in the fund. The fund’s past performance, before and after taxes, is not necessarily an indication of how the fund will perform in the future. virtus.com 800-243-1574 Calendar year total returns for Class I Shares  Returns do not reflect sales charges applicable to other share classes and would be lower if they did. <table cellpadding="0" cellspacing="0" style="border-collapse:collapse;margin-left:auto;margin-right:auto" width="72%"> <tr style="font-size:1pt;"> <td style="width:14.15%;"> </td> <td style="width:10.11%;"> </td> <td style="width:10.09%;"> </td> <td style="width:14.14%;"> </td> <td style="width:10.09%;"> </td> <td style="width:10.09%;"> </td> <td style="width:22.22%;"> </td> <td style="width:9.09%;"> </td></tr> <tr> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-left:0.5pt; border-left-style:solid; border-left-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Best Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q2:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">9.60%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Worst Quarter:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">2020, Q1:</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-11.83%</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">Year to Date (6/30/2022):</p></td> <td style="vertical-align:top; border-bottom:0.5pt; border-bottom-style:solid; border-bottom-color:#000000; border-top:0.5pt; border-top-style:solid; border-top-color:#000000; border-right:0.5pt; border-right-style:solid; border-right-color:#000000;"> <p style="font-size:8.0pt; font-family:Sans-Serif; text-align:left; font-weight:normal; text-decoration:none;">-12.76%</p></td></tr> </table> Best Quarter 2020-06-30 0.0960 Worst Quarter 2020-03-31 -0.1183 Year to Date 2022-06-30 -0.1276 Average Annual Total Returns <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">Returns reflect deduction of maximum sales charges and full redemption at end of periods shown.</p> Returns reflect deduction of maximum sales charges and full redemption at end of periods shown. 2013-12-18 2013-12-18 2013-12-18 2013-12-18 Return Before Taxes 0.0083 0.0324 0.0333 Return After Taxes on Distributions -0.0064 0.0180 0.0169 Return After Taxes on Distributions and Sale of Fund Shares 0.0049 0.0185 0.0182 Bloomberg Global Credit Index (Hedged USD) (reflects no deduction for fees, expenses or taxes) (Hedged USD) (reflects no deduction for fees, expenses or taxes) -0.0041 0.0474 0.0463 <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">The Bloomberg Global Credit Hedged USD Index is a subset of the Global Aggregate Index and is subject to the same quality, liquidity and maturity requirements and exclusion rules of the latter. Constituents must be rated investment grade by at least two of the three major ratings agencies. Constituents must have a remaining maturity of at least one year. The index does not include convertibles, floating rate notes, fixed rate perpetuals, warrants, linked bonds and structured products. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment.</p> <p style="font-size:9.5pt; font-family:Sans-Serif; text-align:left; color:#000000; font-weight:normal; text-decoration:none;">After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return.</p> The Bloomberg Global Credit Hedged USD Index is a subset of the Global Aggregate Index and is subject to the same quality, liquidity and maturity requirements and exclusion rules of the latter. Constituents must be rated investment grade by at least two of the three major ratings agencies. Constituents must have a remaining maturity of at least one year. The index does not include convertibles, floating rate notes, fixed rate perpetuals, warrants, linked bonds and structured products. The index is calculated on a total-return basis with dividends reinvested, and it is unmanaged and not available for direct investment. After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. After-tax returns are shown only for Class I Shares; after-tax returns for other classes will vary. Actual after-tax returns depend on the investor’s tax situation and may differ from those shown. After-tax returns are not relevant to investors who hold fund shares in tax-deferred accounts or to shares held by non-taxable entities. In certain cases, the Return After Taxes on Distributions and Sale of Fund Shares for a period may be higher than other return figures for the same period. This will occur when a capital loss is realized upon the sale of fund shares and provides an assumed tax benefit that increases the return. 485BPOS 2022-05-31 0001005020 false 2022-09-26 0.1624 -0.0189 0.0429 0.0017 0.1046 0.0928 -0.0469 0.1393 0.0775 0.0195 0.17 -0.0877 0.0287 -0.009 0.1413 0.1156 -0.0849 0.152 0.0705 -0.0251 -0.0846 0.1099 0.1335 -0.0902 0.1386 0.0503 -0.0556 0.1571 0.0767 0.0064 -0.0446 0.1256 0.0523 -0.0272 0.1334 0.0723 0.0438 0.1398 -0.1256 -0.0855 -0.1519 0.0895 0.1536 -0.0984 0.1308 0.0187 -0.0823 0.0422 -0.0211 0.0888 0.0534 -0.0288 0.0945 0.0386 0.0083 2022-09-28 ~ http://www.virtus.com/20220531/role/RRSchedule4 ~ ~ http://www.virtus.com/20220531/role/RRSchedule5 ~ ~ http://www.virtus.com/20220531/role/RRSchedule6 ~ ~ http://www.virtus.com/20220531/role/RRSchedule7 ~ ~ http://www.virtus.com/20220531/role/RRBarChart8 ~ ~ http://www.virtus.com/20220531/role/RRSchedule9 ~ ~ http://www.virtus.com/20220531/role/RRSchedule12 ~ ~ http://www.virtus.com/20220531/role/RRSchedule13 ~ ~ http://www.virtus.com/20220531/role/RRSchedule14 ~ ~ http://www.virtus.com/20220531/role/RRSchedule15 ~ ~ http://www.virtus.com/20220531/role/RRBarChart16 ~ ~ http://www.virtus.com/20220531/role/RRSchedule17 ~ ~ http://www.virtus.com/20220531/role/RRSchedule20 ~ ~ http://www.virtus.com/20220531/role/RRSchedule21 ~ ~ http://www.virtus.com/20220531/role/RRSchedule22 ~ ~ http://www.virtus.com/20220531/role/RRSchedule23 ~ ~ http://www.virtus.com/20220531/role/RRBarChart24 ~ ~ http://www.virtus.com/20220531/role/RRSchedule25 ~ ~ http://www.virtus.com/20220531/role/RRSchedule28 ~ ~ http://www.virtus.com/20220531/role/RRSchedule29 ~ ~ http://www.virtus.com/20220531/role/RRSchedule30 ~ ~ http://www.virtus.com/20220531/role/RRSchedule31 ~ ~ http://www.virtus.com/20220531/role/RRBarChart32 ~ ~ http://www.virtus.com/20220531/role/RRSchedule33 ~ ~ http://www.virtus.com/20220531/role/RRSchedule36 ~ ~ http://www.virtus.com/20220531/role/RRSchedule37 ~ ~ http://www.virtus.com/20220531/role/RRSchedule38 ~ ~ http://www.virtus.com/20220531/role/RRSchedule39 ~ ~ http://www.virtus.com/20220531/role/RRBarChart40 ~ ~ http://www.virtus.com/20220531/role/RRSchedule41 ~ ~ http://www.virtus.com/20220531/role/RRSchedule44 ~ ~ http://www.virtus.com/20220531/role/RRSchedule45 ~ ~ http://www.virtus.com/20220531/role/RRSchedule46 ~ ~ http://www.virtus.com/20220531/role/RRSchedule47 ~ ~ http://www.virtus.com/20220531/role/RRBarChart48 ~ ~ http://www.virtus.com/20220531/role/RRSchedule49 ~ Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. April 7, 2024 April 7, 2024 Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. April 7, 2024 April 7, 2024 Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. April 7, 2024 April 7, 2024 - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses. - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses. Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. April 7, 2024 April 7, 2024 Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. April 7, 2024 April 7, 2024 Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. April 7, 2024 April 7, 2024 - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses. - The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses. Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.25% for Class A Shares and 1.00% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA. Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.27% for Class A Shares and 1.02% for Class I Shares. Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.00% for Class A Shares and 0.72% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA. Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.03% for Class A Shares and 0.75% for Class I Shares. Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses. Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.10% for Class A Shares and 0.85% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA. Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.11% for Class A Shares and 0.86% for Class I Shares. Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 0.90% for Class A Shares and 0.65% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA. Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 0.92% for Class A Shares and 0.67% for Class I Shares. Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 1.25% for Class A Shares and 1.00% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA. Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 1.27% for Class A Shares and 1.02% for Class I Shares. Estimated for current fiscal year, as annualized. Restated to reflect current fees and expenses. The Total Annual Fund Operating Expenses do not correlate to the ratio of expenses to average net assets appearing in the Financial Highlights tables, which tables reflect only the operating expenses of the fund and do not include acquired fund fees and expenses. Virtus Alternative Investment Advisers, Inc. (“VAIA”), the fund’s investment adviser, has contractually agreed to limit the fund’s total operating expenses (excluding certain expenses, such as front-end or contingent deferred sales charges, taxes, leverage and borrowing expenses (such as commitment, amendment and renewal expenses on credit or redemption facilities), interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, unusual or infrequently occurring expenses (such as litigation), acquired fund fees and expenses other than those of funds managed by the fund's subadviser, and dividend expenses, if any) so that such expenses do not exceed 0.95% for Class A Shares and 0.70% for Class I Shares through April 7, 2024. Following the contractual period, VAIA may discontinue these expense reimbursement arrangements at any time. Under certain conditions, VAIA may recapture operating expenses reimbursed and/or fees waived under these arrangements for a period of three years following the date such waiver or reimbursement occurred, provided that the recapture does not cause the fund to exceed its expense limit in effect at the time of the waiver or reimbursement, and any in effect at the time of recapture, after repayment is taken into account. The expense limitation agreement is terminable by mutual agreement of the Board of Trustees of Virtus Opportunities Trust and VAIA. Not included in the table are extraordinary proxy expenses. If such amounts were reflected in this table, the Total Annual Fund Operating Expenses After Expense Reduction/Reimbursement would have been 0.96% for Class A Shares and 0.71% for Class I Shares. XML 49 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 50 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 51 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.2.2 html 39 105 1 true 26 0 false 2 false false R1.htm 01001 - Document - Document and Entity Information {Elements} Sheet http://www.virtus.com/20220531/role/DocumentAndEntityInformation1 Document and Entity Information 1 false true R2.htm 01002 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Corporate Debt Fund) {Unlabeled} Sheet http://www.virtus.com/20220531/role/RRSummary2 Risk/Return Summary (Virtus Stone Harbor Emerging Markets Corporate Debt Fund) 2 false false R3.htm 01003 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Corporate Debt Fund) {Elements} Sheet http://www.virtus.com/20220531/role/RRDetailData3 Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Corporate Debt Fund) 3 false true R10.htm 01010 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Fund) {Unlabeled} Sheet http://www.virtus.com/20220531/role/RRSummary10 Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Fund) 4 false false R11.htm 01011 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Fund) {Elements} Sheet http://www.virtus.com/20220531/role/RRDetailData11 Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Fund) 5 false true R18.htm 01018 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Allocation Fund) {Unlabeled} Sheet http://www.virtus.com/20220531/role/RRSummary18 Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Allocation Fund) 6 false false R19.htm 01019 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Allocation Fund) {Elements} Sheet http://www.virtus.com/20220531/role/RRDetailData19 Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Allocation Fund) 7 false true R26.htm 01026 - Document - Risk/Return Summary (Virtus Stone Harbor High Yield Bond Fund) {Unlabeled} Sheet http://www.virtus.com/20220531/role/RRSummary26 Risk/Return Summary (Virtus Stone Harbor High Yield Bond Fund) 8 false false R27.htm 01027 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor High Yield Bond Fund) {Elements} Sheet http://www.virtus.com/20220531/role/RRDetailData27 Risk/Return Detail Data (Virtus Stone Harbor High Yield Bond Fund) 9 false true R34.htm 01034 - Document - Risk/Return Summary (Virtus Stone Harbor Local Markets Fund) {Unlabeled} Sheet http://www.virtus.com/20220531/role/RRSummary34 Risk/Return Summary (Virtus Stone Harbor Local Markets Fund) 10 false false R35.htm 01035 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Local Markets Fund) {Elements} Sheet http://www.virtus.com/20220531/role/RRDetailData35 Risk/Return Detail Data (Virtus Stone Harbor Local Markets Fund) 11 false true R42.htm 01042 - Document - Risk/Return Summary (Virtus Stone Harbor Strategic Income Fund) {Unlabeled} Sheet http://www.virtus.com/20220531/role/RRSummary42 Risk/Return Summary (Virtus Stone Harbor Strategic Income Fund) 12 false false R43.htm 01043 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Strategic Income Fund) {Elements} Sheet http://www.virtus.com/20220531/role/RRDetailData43 Risk/Return Detail Data (Virtus Stone Harbor Strategic Income Fund) 13 false false All Reports Book All Reports c104558_485bpos-ixbrl.htm c104558_ex-d13g.htm c104558_ex-d15a.htm c104558_ex-e2a.htm c104558_ex-h13.htm c104558_ex-h2x.htm c104558_ex-j1.htm c104558_ex-p4.htm c104558_ex-q5.htm c104998_ex-i15.htm c485bpos-20220926.xsd c485bpos-20220926_cal.xml c485bpos-20220926_def.xml c485bpos-20220926_lab.xml c485bpos-20220926_pre.xml img_1afcef7586ef4f2.jpg img_440a569b53c64f2.jpg img_4b09b1a876834f2.jpg img_6e6af16f9b114f2.jpg img_78a968047c7b4f2.jpg img_81efc773279f4f2.jpg img_8295235770874f2.jpg img_8da86e704dc54f3.jpg BarChart1.png BarChart2.png BarChart3.png BarChart4.png BarChart5.png BarChart6.png http://xbrl.sec.gov/dei/2022 http://xbrl.sec.gov/rr/2022 true true JSON 53 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "c104558_485bpos-ixbrl.htm": { "axisCustom": 0, "axisStandard": 3, "contextCount": 39, "dts": { "calculationLink": { "local": [ "c485bpos-20220926_cal.xml" ] }, "definitionLink": { "local": [ "c485bpos-20220926_def.xml" ] }, "inline": { "local": [ "c104558_485bpos-ixbrl.htm" ] }, "labelLink": { "local": [ "c485bpos-20220926_lab.xml" ] }, "presentationLink": { "local": [ "c485bpos-20220926_pre.xml" ] }, "schema": { "local": [ "c485bpos-20220926.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.sec.gov/dei/2022/dei-2022.xsd", "https://xbrl.sec.gov/rr/2022/rr-2022.xsd" ] } }, "elementCount": 157, "entityCount": 1, "hidden": { "http://xbrl.sec.gov/dei/2022": 6, "http://xbrl.sec.gov/rr/2022": 91, "total": 97 }, "keyCustom": 0, "keyStandard": 105, "memberCustom": 24, "memberStandard": 2, "nsprefix": "cik0001005020", "nsuri": "http://www.virtus.com/20220531", "report": { "R1": { "firstAnchor": { "ancestors": [ "p", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityRegistrantName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "01001 - Document - Document and Entity Information {Elements}", "role": "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "shortName": "Document and Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context", "decimals": null, "first": true, "lang": "en-US", "name": "dei:EntityRegistrantName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075278Member_S000075278SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "01010 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Fund) {Unlabeled}", "role": "http://www.virtus.com/20220531/role/RRSummary10", "shortName": "Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Fund)", "subGroupType": "", "uniqueAnchor": null }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075278Member_S000075278SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "01011 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Fund) {Elements}", "role": "http://www.virtus.com/20220531/role/RRDetailData11", "shortName": "Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Fund)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "rr:PortfolioTurnoverTextBlock", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075278Member_S000075278SummaryMember", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075277Member_S000075277SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "01018 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Allocation Fund) {Unlabeled}", "role": "http://www.virtus.com/20220531/role/RRSummary18", "shortName": "Risk/Return Summary (Virtus Stone Harbor Emerging Markets Debt Allocation Fund)", "subGroupType": "", "uniqueAnchor": null }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075277Member_S000075277SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "01019 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Allocation Fund) {Elements}", "role": "http://www.virtus.com/20220531/role/RRDetailData19", "shortName": "Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Debt Allocation Fund)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "rr:PortfolioTurnoverTextBlock", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075277Member_S000075277SummaryMember", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075276Member_S000075276SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "01002 - Document - Risk/Return Summary (Virtus Stone Harbor Emerging Markets Corporate Debt Fund) {Unlabeled}", "role": "http://www.virtus.com/20220531/role/RRSummary2", "shortName": "Risk/Return Summary (Virtus Stone Harbor Emerging Markets Corporate Debt Fund)", "subGroupType": "", "uniqueAnchor": null }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075279Member_S000075279SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "01026 - Document - Risk/Return Summary (Virtus Stone Harbor High Yield Bond Fund) {Unlabeled}", "role": "http://www.virtus.com/20220531/role/RRSummary26", "shortName": "Risk/Return Summary (Virtus Stone Harbor High Yield Bond Fund)", "subGroupType": "", "uniqueAnchor": null }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075279Member_S000075279SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "01027 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor High Yield Bond Fund) {Elements}", "role": "http://www.virtus.com/20220531/role/RRDetailData27", "shortName": "Risk/Return Detail Data (Virtus Stone Harbor High Yield Bond Fund)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "rr:PortfolioTurnoverTextBlock", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075279Member_S000075279SummaryMember", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075276Member_S000075276SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "01003 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Corporate Debt Fund) {Elements}", "role": "http://www.virtus.com/20220531/role/RRDetailData3", "shortName": "Risk/Return Detail Data (Virtus Stone Harbor Emerging Markets Corporate Debt Fund)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "rr:PortfolioTurnoverTextBlock", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075276Member_S000075276SummaryMember", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075280Member_S000075280SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "01034 - Document - Risk/Return Summary (Virtus Stone Harbor Local Markets Fund) {Unlabeled}", "role": "http://www.virtus.com/20220531/role/RRSummary34", "shortName": "Risk/Return Summary (Virtus Stone Harbor Local Markets Fund)", "subGroupType": "", "uniqueAnchor": null }, "R35": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075280Member_S000075280SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "01035 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Local Markets Fund) {Elements}", "role": "http://www.virtus.com/20220531/role/RRDetailData35", "shortName": "Risk/Return Detail Data (Virtus Stone Harbor Local Markets Fund)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "rr:PortfolioTurnoverTextBlock", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075280Member_S000075280SummaryMember", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075281Member_S000075281SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "01042 - Document - Risk/Return Summary (Virtus Stone Harbor Strategic Income Fund) {Unlabeled}", "role": "http://www.virtus.com/20220531/role/RRSummary42", "shortName": "Risk/Return Summary (Virtus Stone Harbor Strategic Income Fund)", "subGroupType": "", "uniqueAnchor": null }, "R43": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075281Member_S000075281SummaryMember", "decimals": null, "first": true, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "01043 - Disclosure - Risk/Return Detail Data (Virtus Stone Harbor Strategic Income Fund) {Elements}", "role": "http://www.virtus.com/20220531/role/RRDetailData43", "shortName": "Risk/Return Detail Data (Virtus Stone Harbor Strategic Income Fund)", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "p", "rr:PortfolioTurnoverTextBlock", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075281Member_S000075281SummaryMember", "decimals": "INF", "lang": null, "name": "rr:PortfolioTurnoverRate", "reportCount": 1, "unique": true, "unitRef": "pure", "xsiNil": "false" } }, "S1": { "firstAnchor": { "ancestors": [ "span", "p", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context", "decimals": null, "lang": "en-US", "name": "dei:EntityInvCompanyType", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "true", "longName": "000026229 - Disclosure - Document and Entity Information", "section": 0, "shortName": "Document and Entity Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "p", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context", "decimals": null, "lang": "en-US", "name": "dei:EntityInvCompanyType", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S2": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075276Member_S000075276SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000026244 - Disclosure - Virtus Stone Harbor Emerging Markets Corporate Debt Fund", "section": 1, "shortName": "Virtus Stone Harbor Emerging Markets Corporate Debt Fund", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075276Member_S000075276SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S3": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075278Member_S000075278SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000026336 - Disclosure - Virtus Stone Harbor Emerging Markets Debt Fund", "section": 2, "shortName": "Virtus Stone Harbor Emerging Markets Debt Fund", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075278Member_S000075278SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S4": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075277Member_S000075277SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000026426 - Disclosure - Virtus Stone Harbor Emerging Markets Debt Allocation Fund", "section": 3, "shortName": "Virtus Stone Harbor Emerging Markets Debt Allocation Fund", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075277Member_S000075277SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S5": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075279Member_S000075279SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000026529 - Disclosure - Virtus Stone Harbor High Yield Bond Fund", "section": 4, "shortName": "Virtus Stone Harbor High Yield Bond Fund", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075279Member_S000075279SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S6": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075280Member_S000075280SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000026622 - Disclosure - Virtus Stone Harbor Local Markets Fund", "section": 5, "shortName": "Virtus Stone Harbor Local Markets Fund", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075280Member_S000075280SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } }, "S7": { "firstAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075281Member_S000075281SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" }, "groupType": "RR_Summaries", "isDefault": "false", "longName": "000026713 - Disclosure - Virtus Stone Harbor Strategic Income Fund", "section": 6, "shortName": "Virtus Stone Harbor Strategic Income Fund", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "div", "body", "html" ], "baseRef": "c104558_485bpos-ixbrl.htm", "contextRef": "Context_S000075281Member_S000075281SummaryMember", "decimals": null, "lang": "en-US", "name": "rr:RiskReturnHeading", "reportCount": 1, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 26, "tag": { "cik0001005020_BlendIndex50JPMorganEMBIGlobalDiversifiedIndex50JPMorganGBI-EMGlobalDiversifiedIndexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index", "label": "cik0001005020_BlendIndex50JPMorganEMBIGlobalDiversifiedIndex50JPMorganGBI-EMGlobalDiversifiedIndexMember [Member]", "terseLabel": "Blend Index (50% JPMorgan EMBI Global Diversified Index/50% JPMorgan GBI-EM Global Diversified Index" } } }, "localname": "BlendIndex50JPMorganEMBIGlobalDiversifiedIndex50JPMorganGBI-EMGlobalDiversifiedIndexMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRSchedule25" ], "xbrltype": "domainItemType" }, "cik0001005020_BloombergGlobalCreditIndexHedgedUSDMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bloomberg Global Credit Index (Hedged USD)", "label": "cik0001005020_BloombergGlobalCreditIndexHedgedUSDMember [Member]", "terseLabel": "Bloomberg Global Credit Index (Hedged USD)" } } }, "localname": "BloombergGlobalCreditIndexHedgedUSDMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule49" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234172Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class I Shares", "label": "C 000234172 [Member]", "terseLabel": "Class I Shares" } } }, "localname": "C000234172Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234173Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A Shares", "label": "C 000234173 [Member]", "terseLabel": "Class A Shares" } } }, "localname": "C000234173Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234174Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A Shares", "label": "C 000234174 [Member]", "terseLabel": "Class A Shares" } } }, "localname": "C000234174Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234175Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class I Shares", "label": "C 000234175 [Member]", "terseLabel": "Class I Shares" } } }, "localname": "C000234175Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234176Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class I Shares", "label": "C 000234176 [Member]", "terseLabel": "Class I Shares" } } }, "localname": "C000234176Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234177Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A Shares", "label": "C 000234177 [Member]", "terseLabel": "Class A Shares" } } }, "localname": "C000234177Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234178Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class I Shares", "label": "C 000234178 [Member]", "terseLabel": "Class I Shares" } } }, "localname": "C000234178Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234179Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A Shares", "label": "C 000234179 [Member]", "terseLabel": "Class A Shares" } } }, "localname": "C000234179Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234180Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class I Shares", "label": "C 000234180 [Member]", "terseLabel": "Class I Shares" } } }, "localname": "C000234180Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule41" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234181Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A Shares", "label": "C 000234181 [Member]", "terseLabel": "Class A Shares" } } }, "localname": "C000234181Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234182Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class A Shares", "label": "C 000234182 [Member]", "terseLabel": "Class A Shares" } } }, "localname": "C000234182Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47" ], "xbrltype": "domainItemType" }, "cik0001005020_C000234183Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class I Shares", "label": "C 000234183 [Member]", "terseLabel": "Class I Shares" } } }, "localname": "C000234183Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49" ], "xbrltype": "domainItemType" }, "cik0001005020_ICEBofAUSHighYieldConstrainedIndexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "ICE BofA U.S. High Yield Constrained Index", "label": "cik0001005020_ICEBofAUSHighYieldConstrainedIndexMember [Member]", "terseLabel": "ICE BofA U.S. High Yield Constrained Index" } } }, "localname": "ICEBofAUSHighYieldConstrainedIndexMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRSchedule33" ], "xbrltype": "domainItemType" }, "cik0001005020_JPMorganCEMBIBroadDiversifiedIndexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "JPMorgan CEMBI Broad Diversified Index", "label": "cik0001005020_JPMorganCEMBIBroadDiversifiedIndexMember [Member]", "terseLabel": "JPMorgan CEMBI Broad Diversified Index" } } }, "localname": "JPMorganCEMBIBroadDiversifiedIndexMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "domainItemType" }, "cik0001005020_JPMorganEMBIGlobalDiversifiedIndexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "JPMorgan EMBI Global Diversified Index", "label": "cik0001005020_JPMorganEMBIGlobalDiversifiedIndexMember [Member]", "terseLabel": "JPMorgan EMBI Global Diversified Index" } } }, "localname": "JPMorganEMBIGlobalDiversifiedIndexMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule25" ], "xbrltype": "domainItemType" }, "cik0001005020_JPMorganGBI-EMGlobalDiversifiedIndexMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "JPMorgan GBI-EM Global Diversified Index", "label": "cik0001005020_JPMorganGBI-EMGlobalDiversifiedIndexMember [Member]", "terseLabel": "JPMorgan GBI-EM Global Diversified Index" } } }, "localname": "JPMorganGBI-EMGlobalDiversifiedIndexMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule41" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075276Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Virtus Stone Harbor Emerging Markets Corporate Debt Fund", "label": "S 000075276 [Member]", "terseLabel": "Virtus Stone Harbor Emerging Markets Corporate Debt Fund" } } }, "localname": "S000075276Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9", "http://www.virtus.com/20220531/role/RRSummary2" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075276SummaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prospectus Summary", "label": "S 000075276 Summary [Member]", "terseLabel": "Prospectus Summary" } } }, "localname": "S000075276SummaryMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9", "http://www.virtus.com/20220531/role/RRSummary2" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075277Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Virtus Stone Harbor Emerging Markets Debt Allocation Fund", "label": "S 000075277 [Member]", "terseLabel": "Virtus Stone Harbor Emerging Markets Debt Allocation Fund" } } }, "localname": "S000075277Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSummary18" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075277SummaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prospectus Summary", "label": "S 000075277 Summary [Member]", "terseLabel": "Prospectus Summary" } } }, "localname": "S000075277SummaryMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSummary18" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075278Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Virtus Stone Harbor Emerging Markets Debt Fund", "label": "S 000075278 [Member]", "terseLabel": "Virtus Stone Harbor Emerging Markets Debt Fund" } } }, "localname": "S000075278Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSummary10" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075278SummaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prospectus Summary", "label": "S 000075278 Summary [Member]", "terseLabel": "Prospectus Summary" } } }, "localname": "S000075278SummaryMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSummary10" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075279Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Virtus Stone Harbor High Yield Bond Fund", "label": "S 000075279 [Member]", "terseLabel": "Virtus Stone Harbor High Yield Bond Fund" } } }, "localname": "S000075279Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSummary26" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075279SummaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prospectus Summary", "label": "S 000075279 Summary [Member]", "terseLabel": "Prospectus Summary" } } }, "localname": "S000075279SummaryMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSummary26" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075280Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Virtus Stone Harbor Local Markets Fund", "label": "S 000075280 [Member]", "terseLabel": "Virtus Stone Harbor Local Markets Fund" } } }, "localname": "S000075280Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSummary34" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075280SummaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prospectus Summary", "label": "S 000075280 Summary [Member]", "terseLabel": "Prospectus Summary" } } }, "localname": "S000075280SummaryMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSummary34" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075281Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Virtus Stone Harbor Strategic Income Fund", "label": "S 000075281 [Member]", "terseLabel": "Virtus Stone Harbor Strategic Income Fund" } } }, "localname": "S000075281Member", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "domainItemType" }, "cik0001005020_S000075281SummaryMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Prospectus Summary", "label": "S 000075281 Summary [Member]", "terseLabel": "Prospectus Summary" } } }, "localname": "S000075281SummaryMember", "nsuri": "http://www.virtus.com/20220531", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "domainItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "booleanItemType" }, "dei_DocumentCreationDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The date the document was made available and submitted, in YYYY-MM-DD format. The date of submission, date of acceptance by the recipient, and the document effective date are all potentially different.", "label": "Document Creation Date", "terseLabel": "Document Creation Date" } } }, "localname": "DocumentCreationDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "dateItemType" }, "dei_DocumentDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of the document as assigned by the filer, corresponding to SEC document naming convention standards.", "label": "Prospectus", "terseLabel": "Prospectus" } } }, "localname": "DocumentDomain", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "domainItemType" }, "dei_DocumentEffectiveDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The date when a document, upon receipt and acceptance, becomes officially effective, in YYYY-MM-DD format. Usually it is a system-assigned date time value, but it may be declared by the submitter in some cases.", "label": "Document Effective Date", "terseLabel": "Document Effective Date" } } }, "localname": "DocumentEffectiveDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "dateItemType" }, "dei_DocumentInformationDocumentAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The axis of a table defines the relationship between the domain members or categories in the table and the line items or concepts that complete the table.", "label": "Document [Axis]", "terseLabel": "Document [Axis]" } } }, "localname": "DocumentInformationDocumentAxis", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "dateItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "submissionTypeItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r0" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains." } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "domainItemType" }, "dei_EntityInvCompanyType": { "auth_ref": [ "r53" ], "lang": { "en-us": { "role": { "documentation": "One of: N-1A (Mutual Fund), N-1 (Open-End Separate Account with No Variable Annuities), N-2 (Closed-End Investment Company), N-3 (Separate Account Registered as Open-End Management Investment Company), N-4 (Variable Annuity UIT Separate Account), N-5 (Small Business Investment Company), N-6 (Variable Life UIT Separate Account), S-1 or S-3 (Face Amount Certificate Company), S-6 (UIT, Non-Insurance Product).", "label": "EntityInvCompanyType", "terseLabel": "EntityInvCompanyType" } } }, "localname": "EntityInvCompanyType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "invCompanyType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r0" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Registrant Name", "terseLabel": "Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "normalizedStringItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Series [Axis]", "terseLabel": "Series [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "tradingSymbolItemType" }, "rr_AcquiredFundFeesAndExpensesOverAssets": { "auth_ref": [ "r28" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 5.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Total Annual Fund Operating Expenses.", "label": "Acquired Fund Fees and Expenses" } } }, "localname": "AcquiredFundFeesAndExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule45" ], "xbrltype": "NonNegativePure4Type" }, "rr_AfterTaxesOnDistributionsAndSalesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Calculate the taxes due on any distributions by the Fund by applying the tax rates specified in Instruction 4 to each component of the distributions on the reinvestment date (e.g., ordinary income, short-term capital gain, long-term capital gain). The taxable amount and tax character of each distribution should be as specified by the Fund on the dividend declaration date, but may be adjusted to reflect subsequent recharacterizations of distributions. Distributions should be adjusted to reflect the federal tax impact the distribution would have on an individual taxpayer on the reinvestment date. For example, assume no taxes are due on the portion of any distribution that would not result in federal income tax on an individual, e.g., tax-exempt interest or non-taxable returns of capital. The effect of applicable tax credits, such as the foreign tax credit, should be taken into account in accordance with federal tax law.", "label": "After Taxes on Distributions and Sales", "terseLabel": "After Taxes on Distributions and Sales" } } }, "localname": "AfterTaxesOnDistributionsAndSalesMember", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "domainItemType" }, "rr_AfterTaxesOnDistributionsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Calculate the taxes due on any distributions by the Fund by applying the tax rates specified in Instruction 4 to each component of the distributions on the reinvestment date (e.g., ordinary income, short-term capital gain, long-term capital gain). The taxable amount and tax character of each distribution should be as specified by the Fund on the dividend declaration date, but may be adjusted to reflect subsequent recharacterizations of distributions. Distributions should be adjusted to reflect the federal tax impact the distribution would have on an individual taxpayer on the reinvestment date. For example, assume no taxes are due on the portion of any distribution that would not result in federal income tax on an individual, e.g., tax-exempt interest or non-taxable returns of capital. The effect of applicable tax credits, such as the foreign tax credit, should be taken into account in accordance with federal tax law.", "label": "After Taxes on Distributions", "terseLabel": "After Taxes on Distributions" } } }, "localname": "AfterTaxesOnDistributionsMember", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "domainItemType" }, "rr_AnnualFundOperatingExpensesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to OperatingExpensesData.", "label": "Annual Fund Operating Expenses [Table]", "terseLabel": "Annual Fund Operating Expenses [Table]" } } }, "localname": "AnnualFundOperatingExpensesTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_AnnualReturn2012": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2012", "terseLabel": "Annual Return 2012" } } }, "localname": "AnnualReturn2012", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2013": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2013", "terseLabel": "Annual Return 2013" } } }, "localname": "AnnualReturn2013", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2014": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2014", "terseLabel": "Annual Return 2014" } } }, "localname": "AnnualReturn2014", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2015": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2015", "terseLabel": "Annual Return 2015" } } }, "localname": "AnnualReturn2015", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2016": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2016", "terseLabel": "Annual Return 2016" } } }, "localname": "AnnualReturn2016", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2017": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2017", "terseLabel": "Annual Return 2017" } } }, "localname": "AnnualReturn2017", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2018": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2018", "terseLabel": "Annual Return 2018" } } }, "localname": "AnnualReturn2018", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2019": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2019", "terseLabel": "Annual Return 2019" } } }, "localname": "AnnualReturn2019", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2020": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2020", "terseLabel": "Annual Return 2020" } } }, "localname": "AnnualReturn2020", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_AnnualReturn2021": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart. When a Multiple Class Fund offers more than one Class in the prospectus, provide annual total returns in the bar chart for only one of those Classes. The Fund can select which Class to include (e.g., the oldest Class, the Class with the greatest net assets).", "label": "Annual Return 2021", "terseLabel": "Annual Return 2021" } } }, "localname": "AnnualReturn2021", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_AverageAnnualReturnInceptionDate": { "auth_ref": [ "r48" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "Inception Date", "terseLabel": "Inception Date" } } }, "localname": "AverageAnnualReturnInceptionDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule49" ], "xbrltype": "dateItemType" }, "rr_AverageAnnualReturnLabel": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "This item represents Average Annual Total Returns. If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a stated period, compute average annual total returns in the table by using the returns of the other Class for the period after conversion.", "label": "Label", "terseLabel": "Label" } } }, "localname": "AverageAnnualReturnLabel", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "stringItemType" }, "rr_AverageAnnualReturnSinceInception": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "Since Inception", "terseLabel": "Since Inception" } } }, "localname": "AverageAnnualReturnSinceInception", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule49" ], "xbrltype": "pureItemType" }, "rr_AverageAnnualReturnYear01": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "1 Year", "terseLabel": "1 Year" } } }, "localname": "AverageAnnualReturnYear01", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "pureItemType" }, "rr_AverageAnnualReturnYear05": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "5 Years", "terseLabel": "5 Years" } } }, "localname": "AverageAnnualReturnYear05", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "pureItemType" }, "rr_AverageAnnualReturnYear10": { "auth_ref": [ "r43" ], "lang": { "en-us": { "role": { "documentation": "Return Before Taxes.", "label": "10 Years", "terseLabel": "10 Years" } } }, "localname": "AverageAnnualReturnYear10", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "pureItemType" }, "rr_BarChartAndPerformanceTableHeading": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Bar Chart and Table.", "label": "Bar Chart and Performance Table [Heading]", "terseLabel": "Bar Chart and Performance Table [Heading]" } } }, "localname": "BarChartAndPerformanceTableHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_BarChartClosingTextBlock": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Bar Chart Closing [Text Block]", "terseLabel": "Bar Chart Closing [Text Block]" } } }, "localname": "BarChartClosingTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_BarChartDoesNotReflectSalesLoads": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "Include the bar chart and table required by Item 4 (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future. Provide annual total returns beginning with the earliest calendar year. Calculate annual returns using the Instructions to Item 8(a), except that the calculations should be based on calendar years. If a Fund's shares are sold subject to a sales load or account fees, state that sales loads or account fees are not reflected in the bar chart and that, if these amounts were reflected, returns would be less than those shown.", "label": "Bar Chart Does Not Reflect Sales Loads [Text]", "terseLabel": "Bar Chart Does Not Reflect Sales Loads [Text]" } } }, "localname": "BarChartDoesNotReflectSalesLoads", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_BarChartHeading": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Bar Chart and Table.", "label": "Bar Chart [Heading]", "terseLabel": "Bar Chart [Heading]" } } }, "localname": "BarChartHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_BarChartHighestQuarterlyReturn": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Highest Quarterly Return", "terseLabel": "Highest Quarterly Return" } } }, "localname": "BarChartHighestQuarterlyReturn", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_BarChartHighestQuarterlyReturnDate": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Highest Quarterly Return, Date", "terseLabel": "Highest Quarterly Return, Date" } } }, "localname": "BarChartHighestQuarterlyReturnDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "dateItemType" }, "rr_BarChartLowestQuarterlyReturn": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Lowest Quarterly Return", "terseLabel": "Lowest Quarterly Return" } } }, "localname": "BarChartLowestQuarterlyReturn", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_BarChartLowestQuarterlyReturnDate": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Lowest Quarterly Return, Date", "terseLabel": "Lowest Quarterly Return, Date" } } }, "localname": "BarChartLowestQuarterlyReturnDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "dateItemType" }, "rr_BarChartTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to BarChartData.", "label": "Bar Chart [Table]", "terseLabel": "Bar Chart [Table]" } } }, "localname": "BarChartTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_BarChartYearToDateReturn": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Bar Chart, Year to Date Return", "terseLabel": "Bar Chart, Year to Date Return" } } }, "localname": "BarChartYearToDateReturn", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_BarChartYearToDateReturnDate": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Bar Chart, Year to Date Return, Date", "terseLabel": "Bar Chart, Year to Date Return, Date" } } }, "localname": "BarChartYearToDateReturnDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "dateItemType" }, "rr_Component1OtherExpensesOverAssets": { "auth_ref": [ "r16" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 1.0, "parentTag": "rr_OtherExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The Fund may subdivide this caption into no more than three subcaptions that identify the largest expense or expenses comprising \"Other Expenses,\" but must include a total of all \"Other Expenses.\" Alternatively, the Fund may include the components of \"Other Expenses\" in a parenthetical to the caption.", "label": "Line of Credit Commitment Fees" } } }, "localname": "Component1OtherExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule5" ], "xbrltype": "NonNegativePure4Type" }, "rr_Component2OtherExpensesOverAssets": { "auth_ref": [ "r27" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 2.0, "parentTag": "rr_OtherExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The Fund may subdivide this caption into no more than three subcaptions that identify the largest expense or expenses comprising \"Other Expenses,\" but must include a total of all \"Other Expenses.\" Alternatively, the Fund may include the components of \"Other Expenses\" in a parenthetical to the caption." } } }, "localname": "Component2OtherExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "xbrltype": "NonNegativePure4Type" }, "rr_Component3OtherExpensesOverAssets": { "auth_ref": [ "r16" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 3.0, "parentTag": "rr_OtherExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The Fund may subdivide this caption into no more than three subcaptions that identify the largest expense or expenses comprising \"Other Expenses,\" but must include a total of all \"Other Expenses.\" Alternatively, the Fund may include the components of \"Other Expenses\" in a parenthetical to the caption.", "label": "Remaining Other Expenses" } } }, "localname": "Component3OtherExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule5" ], "xbrltype": "NonNegativePure4Type" }, "rr_DistributionAndService12b1FeesOverAssets": { "auth_ref": [ "r30" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 2.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Distribution [and/or Service] (12b-1) Fees\" include all distribution or other expenses incurred during the most recent fiscal year under a plan adopted pursuant to rule 12b-1 [17 CFR 270.12b-1]. Under an appropriate caption or a subcaption of \"Other Expenses,\" disclose the amount of any distribution or similar expenses deducted from the Fund's assets other than pursuant to a rule 12b-1 plan.", "label": "Distribution and Shareholder Servicing (12b-1) Fees" } } }, "localname": "DistributionAndService12b1FeesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule5" ], "xbrltype": "NonNegativePure4Type" }, "rr_DistributionOrSimilarNon12b1FeesOverAssets": { "auth_ref": [ "r14" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 3.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Distribution [and/or Service] (12b-1) Fees\" include all distribution or other expenses incurred during the most recent fiscal year under a plan adopted pursuant to rule 12b-1 [17 CFR 270.12b-1]. Under an appropriate caption or a subcaption of \"Other Expenses,\" disclose the amount of any distribution or similar expenses deducted from the Fund's assets other than pursuant to a rule 12b-1 plan." } } }, "localname": "DistributionOrSimilarNon12b1FeesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "xbrltype": "NonNegativePure4Type" }, "rr_ExpenseBreakpointDiscounts": { "auth_ref": [ "r10" ], "lang": { "en-us": { "role": { "documentation": "Include the narrative explanations in the order indicated. A Fund may modify the narrative explanations if the explanation contains comparable information to that shown. The narrative explanation regarding sales charge discounts is only required by a Fund that offers such discounts and should specify the minimum level of investment required to qualify for a discount.", "label": "Expense Breakpoint Discounts [Text]", "terseLabel": "Expense Breakpoint Discounts [Text]" } } }, "localname": "ExpenseBreakpointDiscounts", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_ExpenseBreakpointMinimumInvestmentRequiredAmount": { "auth_ref": [ "r10" ], "lang": { "en-us": { "role": { "documentation": "This element represents the minimum level of investment required to qualify for discounted sales charges or fund expenses (SEC Form N-1A 2006-09-14 A.3.instructions.1.b).", "label": "Expense Breakpoint, Minimum Investment Required [Amount]", "terseLabel": "Expense Breakpoint, Minimum Investment Required [Amount]" } } }, "localname": "ExpenseBreakpointMinimumInvestmentRequiredAmount", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "monetaryItemType" }, "rr_ExpenseExampleByYearCaption": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example by, Year, Caption [Text]", "terseLabel": "Expense Example by, Year, Caption [Text]" } } }, "localname": "ExpenseExampleByYearCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_ExpenseExampleHeading": { "auth_ref": [ "r21" ], "lang": { "en-us": { "role": { "documentation": "Heading for Expense Example.", "label": "Expense Example [Heading]", "terseLabel": "Expense Example [Heading]" } } }, "localname": "ExpenseExampleHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_ExpenseExampleNarrativeTextBlock": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "The Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds.", "label": "Expense Example Narrative [Text Block]", "terseLabel": "Expense Example Narrative [Text Block]" } } }, "localname": "ExpenseExampleNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleNoRedemptionTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to ExpenseExampleNoRedemption.", "label": "Expense Example, No Redemption [Table]", "terseLabel": "Expense Example, No Redemption [Table]" } } }, "localname": "ExpenseExampleNoRedemptionTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleNoRedemptionYear01": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, 1 Year", "terseLabel": "1 Year" } } }, "localname": "ExpenseExampleNoRedemptionYear01", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule7" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleNoRedemptionYear03": { "auth_ref": [ "r8" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, 3 Years", "terseLabel": "3 Years" } } }, "localname": "ExpenseExampleNoRedemptionYear03", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule7" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleNoRedemptionYear05": { "auth_ref": [ "r22" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, 5 Years", "terseLabel": "5 Years" } } }, "localname": "ExpenseExampleNoRedemptionYear05", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule7" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleNoRedemptionYear10": { "auth_ref": [ "r22" ], "lang": { "en-us": { "role": { "documentation": "You would pay the following expenses if you did not redeem your shares. Include the second 1-, 3-, 5-, and 10-year periods and related narrative explanation only if a sales charge (load) or other fee is charged upon redemption.", "label": "Expense Example, No Redemption, 10 Years", "terseLabel": "10 Years" } } }, "localname": "ExpenseExampleNoRedemptionYear10", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule7" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleWithRedemptionTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to ExpenseExample.", "label": "Expense Example, With Redemption [Table]", "terseLabel": "Expense Example, With Redemption [Table]" } } }, "localname": "ExpenseExampleWithRedemptionTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_ExpenseExampleYear01": { "auth_ref": [ "r21" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, with Redemption, 1 Year", "terseLabel": "1 Year" } } }, "localname": "ExpenseExampleYear01", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule6" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleYear03": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, with Redemption, 3 Years", "terseLabel": "3 Years" } } }, "localname": "ExpenseExampleYear03", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule6" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleYear05": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, with Redemption, 5 Years", "terseLabel": "5 Years" } } }, "localname": "ExpenseExampleYear05", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule6" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseExampleYear10": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower.", "label": "Expense Example, with Redemption, 10 Years", "terseLabel": "10 Years" } } }, "localname": "ExpenseExampleYear10", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule6" ], "xbrltype": "NonNegativeMonetaryType" }, "rr_ExpenseHeading": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Summary Fee Table Includes the following information, in plain English under rule 421(d) under the Securities Act, after Item 2 Fees and expenses of the Fund This table describes the fees and expenses that you may pay if you buy and hold shared of the Fund. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[_____] in [name of fund family] funds. Shareholder Fees (fees paid directly from your investment) Example This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then you redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return per year and that the Fund's operating expenses remained the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be You would pay the following expenses if you did not redeem your shares The Example does not reflect sales charges (loads) on reinvested dividends [and other distributions]. If these sales charges (loads) were included, your costs would be higher. Portfolio Turnover The Fund pays transaction costs, such as commissions, when it buys and sells securities (or \"turns over\" its portfolio). A higher portfolio turnover may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Fund's performance. During the most recent fiscal year, the Fund's portfolio turnover rate was __% of the average value of its whole portfolio. Instructions. A.3.instructions.6 New Funds. For purposes of this Item, a \"New Fund\" is a Fund that does not include in Form N-1A financial statements reporting operating results or that includes financial statements for the Fund's initial fiscal year reporting operating results for a period of 6 months or less. The following Instructions apply to New Funds.", "label": "Expense [Heading]", "terseLabel": "Expense [Heading]" } } }, "localname": "ExpenseHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_ExpenseNarrativeTextBlock": { "auth_ref": [ "r10" ], "lang": { "en-us": { "role": { "documentation": "This table describes the fees and expenses that you may pay if you buy, hold, and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below. You may qualify for sales charge discounts if you and your family invest, or agree to invest in the future, at least $[ ] in [name of fund family] funds. More information about these and other discounts is available from your financial intermediary and in [identify section heading and page number] of the Fund's prospectus and [identify section heading and page number] of the Fund's statement of additional information", "label": "Expense Narrative [Text Block]", "terseLabel": "Expense Narrative [Text Block]" } } }, "localname": "ExpenseNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_ExpensesNotCorrelatedToRatioDueToAcquiredFundFees": { "auth_ref": [ "r20" ], "lang": { "en-us": { "role": { "documentation": "The Fund may clarify in a footnote to the fee table that the total annual fund operating expenses under Item 3 do not correlate to the ratio of expenses to average net assets given in response to Item 8, which reflects the operating expenses of the Fund and does not include Acquired Fund fees and expenses.", "label": "Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text]", "terseLabel": "Expenses Not Correlated to Ratio Due to Acquired Fund Fees [Text]" } } }, "localname": "ExpensesNotCorrelatedToRatioDueToAcquiredFundFees", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_ExpensesOverAssets": { "auth_ref": [ "r17" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 1.0, "parentTag": "rr_NetExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Total Annual Fund Operating Expenses. If the Fund is a Feeder Fund, reflect the aggregate expenses of the Feeder Fund and the Master Fund in a single fee table using the captions provided. In a footnote to the fee table, state that the table and Example reflect the expenses of both the Feeder and Master Funds. If the prospectus offers more than one Class of a Multiple Class Fund or more than one Feeder Fund that invests in the same Master Fund, provide a separate response for each Class or Feeder Fund. Base the percentages of \"Annual Fund Operating Expenses\" on amounts incurred during the Fund's most recent fiscal year, but include in expenses amounts that would have been incurred absent expense reimbursement or fee waiver arrangements. If the Fund has changed its fiscal year and, as a result, the most recent fiscal year is less than three months, use the fiscal year prior to the most recent fiscal year as the basis for determining \"Annual Fund Operating Expenses.\"", "label": "Total Annual Fund Operating Expenses" } } }, "localname": "ExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule5" ], "xbrltype": "NonNegativePure4Type" }, "rr_ExpensesRestatedToReflectCurrent": { "auth_ref": [ "r18" ], "lang": { "en-us": { "role": { "documentation": "In a footnote to the table, disclose that the expense information in the table has been restated to reflect current fees.", "label": "Expenses Restated to Reflect Current [Text]", "terseLabel": "Expenses Restated to Reflect Current [Text]" } } }, "localname": "ExpensesRestatedToReflectCurrent", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_FeeWaiverOrReimbursementOverAssets": { "auth_ref": [ "r28" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 2.0, "parentTag": "rr_NetExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Total Annual Fund Operating Expenses. If there were expense reimbursement or fee waiver arrangements that reduced any Fund operating expenses and will continue to reduce them for no less than one year from the effective date of the Fund's registration statement, a Fund may add two captions to the table one caption showing the amount of the expense reimbursement or fee waiver, and a second caption showing the Fund's net expenses after subtracting the fee reimbursement or expense waiver from the total fund operating expenses. The Fund should place these additional captions directly below the \"Total Annual Fund Operating Expenses\" caption of the table and should use appropriate descriptive captions, such as \"Fee Waiver [and/or Expense Reimbursement]\" and \"Total Annual Fund Operating Expenses After Fee Waiver [and/or Expense Reimbursement],\" respectively. If the Fund provides this disclosure, also disclose the period for which the expense reimbursement or fee waiver arrangement is expected to continue, and briefly describe who can terminate the arrangement and under what circumstances.", "label": "Less: Expense Reimbursement" } } }, "localname": "FeeWaiverOrReimbursementOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule5" ], "xbrltype": "NonPositivePure4Type" }, "rr_FeeWaiverOrReimbursementOverAssetsDateOfTermination": { "auth_ref": [ "r19" ], "lang": { "en-us": { "role": { "documentation": "This element represents the date of expected termination of any expense reimbursement or fee waiver arrangements that reduce any Fund operating expenses (SEC Form N-1A 2006-09-14 A.3.table.1.11 Total Annual Fund Operating Expenses A.3.instructions.3.e).", "label": "Fee Waiver or Reimbursement over Assets, Date of Termination", "terseLabel": "Fee Waiver or Reimbursement over Assets, Date of Termination" } } }, "localname": "FeeWaiverOrReimbursementOverAssetsDateOfTermination", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_HighestQuarterlyReturnLabel": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Highest Quarterly Return, Label", "terseLabel": "Label" } } }, "localname": "HighestQuarterlyReturnLabel", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_IndexNoDeductionForFeesExpensesTaxes": { "auth_ref": [ "r44" ], "lang": { "en-us": { "role": { "documentation": "The Performance Table includes a parenthetical, indicating that the Index \"(reflects no deduction for fees, expenses or taxes)\". This tag is used when this is reflected in a footnote.", "label": "Index No Deduction for Fees, Expenses, Taxes [Text]", "terseLabel": "Index No Deduction for Fees, Expenses, Taxes [Text]" } } }, "localname": "IndexNoDeductionForFeesExpensesTaxes", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_LowestQuarterlyReturnLabel": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Lowest Quarterly Return, Label", "terseLabel": "Label" } } }, "localname": "LowestQuarterlyReturnLabel", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_ManagementFeesOverAssets": { "auth_ref": [ "r13" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 1.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Management Fees include investment advisory fees (including any fees based on the Fund's performance), any other management fees payable to the investment adviser or its affiliates, and administrative fees payable to the investment adviser or its affiliates that are not included as \"Other Expenses.\"", "label": "Management Fees" } } }, "localname": "ManagementFeesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule5" ], "xbrltype": "NonNegativePure4Type" }, "rr_MarketIndexPerformanceTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to MarketIndexPerformanceData.", "label": "Market Index Performance [Table]", "terseLabel": "Market Index Performance [Table]" } } }, "localname": "MarketIndexPerformanceTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_MaximumDeferredSalesChargeOverOfferingPrice": { "auth_ref": [ "r12" ], "lang": { "en-us": { "role": { "documentation": "Maximum Deferred Sales Charge (Load) (as a percentage of ____) A.3.instructions.2.a.i \"Maximum Deferred Sales Charge (Load)\" includes the maximum total deferred sales charge (load) payable upon redemption, in installments, or both, expressed as a percentage of the amount or amounts stated in response to Item 7(a), except that, for a sales charge (load) based on net asset value at the time of purchase, show the sales charge (load) as a percentage of the offering price at the time of purchase. A Fund may include in a footnote to the table, if applicable, a tabular presentation showing the amount of deferred sales charges (loads) over time or a narrative explanation of the sales charges (loads) (e.g., __% in the first year after purchase, declining to __% in the __ year and eliminated thereafter). A.3.instructions.2.a.ii If more than one type of sales charge (load) is imposed (e.g., a deferred sales charge (load) and a front-end sales charge (load)), the first caption in the table should read \"Maximum Sales Charge (Load)\" and show the maximum cumulative percentage. Show the percentage amounts and the terms of each sales charge (load) comprising that figure on separate lines below.", "label": "Maximum Deferred Sales Charge (as a percentage of Offering Price)", "terseLabel": "Maximum Deferred Sales Charge (as a percentage of Offering Price)" } } }, "localname": "MaximumDeferredSalesChargeOverOfferingPrice", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule44" ], "xbrltype": "NonNegativePure4Type" }, "rr_MaximumSalesChargeImposedOnPurchasesOverOfferingPrice": { "auth_ref": [ "r26" ], "lang": { "en-us": { "role": { "documentation": "Maximum Deferred Sales Charge (Load) (as a percentage of ____) A.3.instructions.2.a.i \"Maximum Deferred Sales Charge (Load)\" includes the maximum total deferred sales charge (load) payable upon redemption, in installments, or both, expressed as a percentage of the amount or amounts stated in response to Item 7(a), except that, for a sales charge (load) based on net asset value at the time of purchase, show the sales charge (load) as a percentage of the offering price at the time of purchase. A Fund may include in a footnote to the table, if applicable, a tabular presentation showing the amount of deferred sales charges (loads) over time or a narrative explanation of the sales charges (loads) (e.g., __% in the first year after purchase, declining to __% in the __ year and eliminated thereafter). A.3.instructions.2.a.ii If more than one type of sales charge (load) is imposed (e.g., a deferred sales charge (load) and a front-end sales charge (load)), the first caption in the table should read \"Maximum Sales Charge (Load)\" and show the maximum cumulative percentage. Show the percentage amounts and the terms of each sales charge (load) comprising that figure on separate lines below.", "label": "Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price)", "terseLabel": "Maximum Sales Charge Imposed on Purchases (as a percentage of Offering Price)" } } }, "localname": "MaximumSalesChargeImposedOnPurchasesOverOfferingPrice", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule44" ], "xbrltype": "NonNegativePure4Type" }, "rr_NetExpensesOverAssets": { "auth_ref": [ "r28" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Total Annual Fund Operating Expenses.", "label": "Total Annual Fund Operating Expenses After Expense Reimbursement" } } }, "localname": "NetExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule5" ], "xbrltype": "NonNegativePure4Type" }, "rr_ObjectiveHeading": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "Investment Objectives/Goals. Disclose the Fund's investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market Fund or a balanced fund).", "label": "Objective [Heading]", "terseLabel": "Objective [Heading]" } } }, "localname": "ObjectiveHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_ObjectivePrimaryTextBlock": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "Investment Objectives/Goals. Disclose the Fund's investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market Fund or a balanced fund).", "label": "Objective, Primary [Text Block]", "terseLabel": "Objective, Primary [Text Block]" } } }, "localname": "ObjectivePrimaryTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_ObjectiveSecondaryTextBlock": { "auth_ref": [ "r5" ], "lang": { "en-us": { "role": { "documentation": "Investment Objectives/Goals. Disclose the Fund's investment objectives or goals. A Fund also may identify its type or category (e.g., that it is a Money Market Fund or a balanced fund).", "label": "Objective, Secondary [Text Block]", "terseLabel": "Objective, Secondary [Text Block]" } } }, "localname": "ObjectiveSecondaryTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_OperatingExpensesCaption": { "auth_ref": [ "r29" ], "lang": { "en-us": { "role": { "documentation": "Annual Fund Operating Expenses (ongoing expenses that you pay each year as a percentage of the value of your investment)", "label": "Operating Expenses Caption [Text]", "terseLabel": "Operating Expenses Caption [Text]" } } }, "localname": "OperatingExpensesCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_OtherExpensesNewFundBasedOnEstimates": { "auth_ref": [ "r24" ], "lang": { "en-us": { "role": { "documentation": "This element represents the disclosure for new funds that \"Other Expenses\" are based on estimated amounts for the current fiscal year.", "label": "Other Expenses, New Fund, Based on Estimates [Text]", "terseLabel": "Other Expenses, New Fund, Based on Estimates [Text]" } } }, "localname": "OtherExpensesNewFundBasedOnEstimates", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_OtherExpensesOverAssets": { "auth_ref": [ "r15" ], "calculation": { "http://xbrl.sec.gov/rr/role/OperatingExpensesData": { "order": 4.0, "parentTag": "rr_ExpensesOverAssets", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "\"Other Expenses\" include all expenses not otherwise disclosed in the table that are deducted from the Fund's assets or charged to all shareholder accounts. The amount of expenses deducted from the Fund's assets are the amounts shown as expenses in the Fund's statement of operations (including increases resulting from complying with paragraph 2(g) of rule 6-07 of Regulation S-X [17 CFR 210.6-07]). \"Other Expenses\" do not include extraordinary expenses as determined under generally accepted accounting principles (see Accounting Principles Board Opinion No. 30). If extraordinary expenses were incurred that materially affected the Fund's \"Other Expenses,\" disclose in a footnote to the table what \"Other Expenses\" would have been had the extraordinary expenses been included.", "label": "Total Other Expenses", "terseLabel": "Other Expenses" } } }, "localname": "OtherExpensesOverAssets", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule5" ], "xbrltype": "NonNegativePure4Type" }, "rr_PerformanceAdditionalMarketIndex": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Performance Additional Market Index [Text]", "terseLabel": "Performance Additional Market Index [Text]" } } }, "localname": "PerformanceAdditionalMarketIndex", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceAvailabilityPhone": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "If applicable, include a statement explaining that updated performance information is available and providing a Web site address and/or toll-free (or collect) telephone number where the updated information may be obtained.", "label": "Performance Availability Phone [Text]", "terseLabel": "Performance Availability Phone [Text]" } } }, "localname": "PerformanceAvailabilityPhone", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceAvailabilityWebSiteAddress": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "If applicable, include a statement explaining that updated performance information is available and providing a Website address and/or toll-free (or collect) telephone number where the updated information may be obtained.", "label": "Performance Availability Website Address [Text]", "terseLabel": "Performance Availability Website Address [Text]" } } }, "localname": "PerformanceAvailabilityWebSiteAddress", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceInformationIllustratesVariabilityOfReturns": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Performance Information Illustrates Variability of Returns [Text]", "terseLabel": "Performance Information Illustrates Variability of Returns [Text]" } } }, "localname": "PerformanceInformationIllustratesVariabilityOfReturns", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceMeasureAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The Performance Measure Axis has members that distinguish different returns according to whether they are Before Taxes (the default), After Taxes on Distributions, After Taxes on Distributions and Sales, or are a pre-tax measure of returns based on a broadly available market index.", "label": "Performance Measure [Axis]", "terseLabel": "Performance Measure [Axis]" } } }, "localname": "PerformanceMeasureAxis", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "stringItemType" }, "rr_PerformanceMeasureDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The default member of the Performance Measure axis. It represents any return that is measured before taxes.", "label": "Before Taxes", "terseLabel": "Before Taxes" } } }, "localname": "PerformanceMeasureDomain", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "domainItemType" }, "rr_PerformanceNarrativeTextBlock": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Bar Chart and Table.", "label": "Performance Narrative [Text Block]", "terseLabel": "Performance Narrative [Text Block]" } } }, "localname": "PerformanceNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceOneYearOrLess": { "auth_ref": [ "r40", "r45" ], "lang": { "en-us": { "role": { "documentation": "For a Fund that provides annual total returns for only one calendar year or for a Fund that does not include the bar chart because it does not have annual returns for a full calendar year, modify, as appropriate, the narrative explanation required by stating that the information gives some indication of the risks of an investment in the Fund by comparing the Fund's performance with a broad measure of market performance). Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Performance One Year or Less [Text]", "terseLabel": "Performance One Year or Less [Text]" } } }, "localname": "PerformanceOneYearOrLess", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformancePastDoesNotIndicateFuture": { "auth_ref": [ "r40" ], "lang": { "en-us": { "role": { "documentation": "Include the bar chart and table required by paragraphs (b)(2)(ii) and (iii) of this section. Provide a brief explanation of how the information illustrates the variability of the Fund's returns (e.g., by stating that the information provides some indication of the risks of investing in the Fund by showing changes in the Fund's performance from year to year and by showing how the Fund's average annual returns for 1, 5, and 10 years compare with those of a broad measure of market performance). Provide a statement to the effect that the Fund's past performance (before and after taxes) is not necessarily an indication of how the Fund will perform in the future.", "label": "Performance Past Does Not Indicate Future [Text]", "terseLabel": "Performance Past Does Not Indicate Future [Text]" } } }, "localname": "PerformancePastDoesNotIndicateFuture", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableClosingTextBlock": { "auth_ref": [ "r42" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a table showing the Fund's (A) average annual total return; (B) average annual total return (after taxes on distributions); and (C) average annual total return (after taxes on distributions and redemption). A Money Market Fund should show only the returns described in clause (A) of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent to the effective date of the Fund's registration statement. The table also should show the returns of an appropriate broad-based securities market index as defined in Instruction 5 to Item 22(b)(7) for the same periods. A Fund that has been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may provide the Fund's 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone number that investors can use to obtain the Fund's current 7-day yield. For a Fund (other than a Money Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table with the specified captions AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, _____)", "label": "Performance Table Closing [Text Block]", "terseLabel": "Performance Table Closing [Text Block]" } } }, "localname": "PerformanceTableClosingTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceTableDoesReflectSalesLoads": { "auth_ref": [ "r42" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a table showing the Fund's (A) average annual total return; (B) average annual total return (after taxes on distributions); and (C) average annual total return (after taxes on distributions and redemption). A Money Market Fund should show only the returns described in clause (A) of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent to the effective date of the Fund's registration statement. The table also should show the returns of an appropriate broad-based securities market index as defined in Instruction 5 to Item 22(b)(7) for the same periods. A Fund that has been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may provide the Fund's 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone number that investors can use to obtain the Fund's current 7-day yield. For a Fund (other than a Money Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table with the specified captions AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, _____)", "label": "Performance Table Does Reflect Sales Loads", "terseLabel": "Performance Table Does Reflect Sales Loads" } } }, "localname": "PerformanceTableDoesReflectSalesLoads", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableExplanationAfterTaxHigher": { "auth_ref": [ "r52" ], "lang": { "en-us": { "role": { "documentation": "If average annual total return (after taxes on distributions and redemption) is higher than average annual total return, the reason for this result may be explained.", "label": "Performance Table Explanation after Tax Higher", "terseLabel": "Performance Table Explanation after Tax Higher" } } }, "localname": "PerformanceTableExplanationAfterTaxHigher", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableHeading": { "auth_ref": [ "r47" ], "lang": { "en-us": { "role": { "documentation": "This item represents Average Annual Total Returns. If a Multiple Class Fund offers a Class in the prospectus that converts into another Class after a stated period, compute average annual total returns in the table by using the returns of the other Class for the period after conversion.", "label": "Performance Table Heading", "terseLabel": "Performance Table Heading" } } }, "localname": "PerformanceTableHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableMarketIndexChanged": { "auth_ref": [ "r46" ], "lang": { "en-us": { "role": { "documentation": "If the Fund selects an index that is different from the index used in a table for the immediately preceding period, explain the reason(s) for the selection of a different index and provide information for both the newly selected and the former index.", "label": "Performance Table Market Index Changed", "terseLabel": "Performance Table Market Index Changed" } } }, "localname": "PerformanceTableMarketIndexChanged", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableNarrativeTextBlock": { "auth_ref": [ "r49" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a table showing the Fund's (A) average annual total return; (B) average annual total return (after taxes on distributions); and (C) average annual total return (after taxes on distributions and redemption). A Money Market Fund should show only the returns described in clause (A) of the preceding sentence. All returns should be shown for 1-, 5-, and 10- calendar year periods ending on the date of the most recently completed calendar year (or for the life of the Fund, if shorter), but only for periods subsequent to the effective date of the Fund's registration statement. The table also should show the returns of an appropriate broad-based securities market index as defined in Instruction 5 to Item 22(b)(7) for the same periods. A Fund that has been in existence for more than 10 years also may include returns for the life of the Fund. A Money Market Fund may provide the Fund's 7-day yield ending on the date of the most recent calendar year or disclose a toll-free (or collect) telephone number that investors can use to obtain the Fund's current 7-day yield. For a Fund (other than a Money Market Fund or a Fund described in General Instruction C.3.(d)(iii)), provide the information in the following table with the specified captions AVERAGE ANNUAL TOTAL RETURNS (For the periods ended December 31, _____). For a Fund that provides annual total returns for only one calendar year or for a Fund that does not include the bar chart because it does not have annual returns for a full calendar year, modify, as appropriate, the narrative explanation required by paragraph (c)(2)(i) (e.g., by stating that the information gives some indication of the risks of an investment in the Fund by comparing the Fund's performance with a broad measure of market performance).", "label": "Performance Table Narrative", "terseLabel": "Performance Table Narrative" } } }, "localname": "PerformanceTableNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceTableNotRelevantToTaxDeferred": { "auth_ref": [ "r50" ], "lang": { "en-us": { "role": { "documentation": "Provide a brief explanation that the actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.", "label": "Performance Table Not Relevant to Tax Deferred", "terseLabel": "Performance Table Not Relevant to Tax Deferred" } } }, "localname": "PerformanceTableNotRelevantToTaxDeferred", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableOneClassOfAfterTaxShown": { "auth_ref": [ "r42", "r51" ], "lang": { "en-us": { "role": { "documentation": "Provide a brief explanation that if the Fund is a Multiple Class Fund that offers more than one Class in the prospectus, after-tax returns are shown for only one Class and after-tax returns for other Classes will vary.", "label": "Performance Table One Class of after Tax Shown [Text]", "terseLabel": "Performance Table One Class of after Tax Shown [Text]" } } }, "localname": "PerformanceTableOneClassOfAfterTaxShown", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PerformanceTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to PerformanceTableData.", "label": "Performance [Table]", "terseLabel": "Performance [Table]" } } }, "localname": "PerformanceTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_PerformanceTableUsesHighestFederalRate": { "auth_ref": [ "r42" ], "lang": { "en-us": { "role": { "documentation": "Provide a brief explanation that after-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes.", "label": "Performance Table Uses Highest Federal Rate", "terseLabel": "Performance Table Uses Highest Federal Rate" } } }, "localname": "PerformanceTableUsesHighestFederalRate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_PortfolioTurnoverHeading": { "auth_ref": [ "r23" ], "lang": { "en-us": { "role": { "documentation": "Disclose the portfolio turnover rate provided in response to Item 14(a) for the most recent fiscal year (or for such shorter period as the Fund has been in operation). Disclose the period for which the information is provided if less than a full fiscal year. A Fund that is a Money Market Fund may omit the portfolio turnover information required by this Item.", "label": "Portfolio Turnover [Heading]", "terseLabel": "Portfolio Turnover [Heading]" } } }, "localname": "PortfolioTurnoverHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_PortfolioTurnoverRate": { "auth_ref": [ "r9" ], "lang": { "en-us": { "role": { "documentation": "This element represents the rate of portfolio turnover presented as a percentage (SEC Form N-1A 2006-09-14 A.3.example.3 Portfolio Turnover A.3.instructions.5 Portfolio Turnover).", "label": "Portfolio Turnover, Rate", "terseLabel": "Portfolio Turnover, Rate" } } }, "localname": "PortfolioTurnoverRate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "pureItemType" }, "rr_PortfolioTurnoverTextBlock": { "auth_ref": [ "r9" ], "lang": { "en-us": { "role": { "documentation": "Disclose the portfolio turnover rate provided in response to Item 14(a) for the most recent fiscal year (or for such shorter period as the Fund has been in operation). Disclose the period for which the information is provided if less than a full fiscal year. A Fund that is a Money Market Fund may omit the portfolio turnover information required by this Item.", "label": "Portfolio Turnover [Text Block]", "terseLabel": "Portfolio Turnover [Text Block]" } } }, "localname": "PortfolioTurnoverTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_ProspectusDate": { "auth_ref": [ "r3" ], "lang": { "en-us": { "role": { "documentation": "The date of the prospectus.", "label": "Prospectus Date", "terseLabel": "Prospectus Date" } } }, "localname": "ProspectusDate", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1" ], "xbrltype": "dateItemType" }, "rr_ProspectusShareClassAxis": { "auth_ref": [ "r1" ], "lang": { "en-us": { "role": { "documentation": "Prospectus Share Class Axis.", "label": "Share Class [Axis]", "terseLabel": "Share Class [Axis]" } } }, "localname": "ProspectusShareClassAxis", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "stringItemType" }, "rr_ProspectusTable": { "auth_ref": [ "r1" ], "lang": { "en-us": { "role": { "documentation": "Prospectus Table.", "label": "Prospectus:", "terseLabel": "Prospectus:" } } }, "localname": "ProspectusTable", "nsuri": "http://xbrl.sec.gov/rr/2022", "xbrltype": "stringItemType" }, "rr_RiskHeading": { "auth_ref": [ "r32" ], "lang": { "en-us": { "role": { "documentation": "Narrative Risk Disclosure.", "label": "Risk [Heading]", "terseLabel": "Risk [Heading]" } } }, "localname": "RiskHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_RiskLoseMoney": { "auth_ref": [ "r33", "r35", "r36", "r37" ], "lang": { "en-us": { "role": { "documentation": "Summarize the principal risks of investing in the Fund, including the risks to which the Fund's portfolio as a whole is subject and the circumstances reasonably likely to affect adversely the Fund's net asset value, yield, and total return. Unless the Fund is a Money Market Fund, disclose that loss of money is a risk of investing in the Fund. If the Fund is a Money Market Fund, include the following statement: \"You could lose money by investing in the Fund.\"", "label": "Risk Lose Money [Text]", "terseLabel": "Risk Lose Money [Text]" } } }, "localname": "RiskLoseMoney", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_RiskMoneyMarketFundMayNotPreserveDollar": { "auth_ref": [ "r36", "r37" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"Although the Fund seeks to preserve the value of your investment at $1.00 per share, it cannot guarantee it will do so.\"", "label": "Risk Money Market Fund May Not Preserve Dollar [Text]", "terseLabel": "Risk Money Market Fund May Not Preserve Dollar [Text]" } } }, "localname": "RiskMoneyMarketFundMayNotPreserveDollar", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_RiskMoneyMarketFundPriceFluctuates": { "auth_ref": [ "r35" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"Because the share price of the Fund will fluctuate, when you sell your shares they may be worth more or less than what you originally paid for them.\"", "label": "Risk Money Market Fund Price Fluctuates [Text]", "terseLabel": "Risk Money Market Fund Price Fluctuates [Text]" } } }, "localname": "RiskMoneyMarketFundPriceFluctuates", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_RiskMoneyMarketFundSponsorMayNotProvideSupport": { "auth_ref": [ "r35", "r36", "r37" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"The Fund's sponsor has no legal obligation to provide financial support to the Fund, and you should not expect that the sponsor will provide financial support to the Fund at any time.\"", "label": "Risk Money Market Fund Sponsor May Not Provide Support [Text]", "terseLabel": "Risk Money Market Fund Sponsor May Not Provide Support [Text]" } } }, "localname": "RiskMoneyMarketFundSponsorMayNotProvideSupport", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_RiskNarrativeTextBlock": { "auth_ref": [ "r34" ], "lang": { "en-us": { "role": { "documentation": "Narrative Risk Disclosure. A Fund may, in responding to this Item, describe the types of investors for whom the Fund is intended or the types of investment goals that may be consistent with an investment in the Fund.", "label": "Risk Narrative [Text Block]", "terseLabel": "Risk Narrative [Text Block]" } } }, "localname": "RiskNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_RiskNondiversifiedStatus": { "auth_ref": [ "r38" ], "lang": { "en-us": { "role": { "documentation": "If applicable, state that the Fund is non-diversified, describe the effect of non-diversification (e.g., disclose that, compared with other funds, the Fund may invest a greater percentage of its assets in a particular issuer), and summarize the risks of investing in a non-diversified fund.", "label": "Risk Nondiversified Status [Text]", "terseLabel": "Risk Nondiversified Status [Text]" } } }, "localname": "RiskNondiversifiedStatus", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_RiskNotInsured": { "auth_ref": [ "r35", "r36", "r37" ], "lang": { "en-us": { "role": { "documentation": "Include the statement \"An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.\"", "label": "Risk Not Insured Depository Institution [Text]", "terseLabel": "Risk Not Insured Depository Institution [Text]" } } }, "localname": "RiskNotInsured", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_RiskReturnAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Risk/Return:", "terseLabel": "Risk/Return:" } } }, "localname": "RiskReturnAbstract", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_RiskReturnHeading": { "auth_ref": [ "r4" ], "lang": { "en-us": { "role": { "documentation": "Risk/Return Summary Investment Objectives/Goals Include the following information, in plain English under rule 421(d) under the Securities Act, in the order and subject matter indicated", "label": "Risk/Return [Heading]", "terseLabel": "Risk/Return [Heading]" } } }, "localname": "RiskReturnHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_ShareClassDomain": { "auth_ref": [ "r2" ], "lang": { "en-us": { "role": { "documentation": "All members of this domain must be elements with name starting with \"C\" and consisting of a 9-digit Fund share class CIK." } } }, "localname": "ShareClassDomain", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/DocumentAndEntityInformation1", "http://www.virtus.com/20220531/role/RRBarChart16", "http://www.virtus.com/20220531/role/RRBarChart24", "http://www.virtus.com/20220531/role/RRBarChart32", "http://www.virtus.com/20220531/role/RRBarChart40", "http://www.virtus.com/20220531/role/RRBarChart48", "http://www.virtus.com/20220531/role/RRBarChart8", "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSchedule12", "http://www.virtus.com/20220531/role/RRSchedule13", "http://www.virtus.com/20220531/role/RRSchedule14", "http://www.virtus.com/20220531/role/RRSchedule15", "http://www.virtus.com/20220531/role/RRSchedule17", "http://www.virtus.com/20220531/role/RRSchedule20", "http://www.virtus.com/20220531/role/RRSchedule21", "http://www.virtus.com/20220531/role/RRSchedule22", "http://www.virtus.com/20220531/role/RRSchedule23", "http://www.virtus.com/20220531/role/RRSchedule25", "http://www.virtus.com/20220531/role/RRSchedule28", "http://www.virtus.com/20220531/role/RRSchedule29", "http://www.virtus.com/20220531/role/RRSchedule30", "http://www.virtus.com/20220531/role/RRSchedule31", "http://www.virtus.com/20220531/role/RRSchedule33", "http://www.virtus.com/20220531/role/RRSchedule36", "http://www.virtus.com/20220531/role/RRSchedule37", "http://www.virtus.com/20220531/role/RRSchedule38", "http://www.virtus.com/20220531/role/RRSchedule39", "http://www.virtus.com/20220531/role/RRSchedule4", "http://www.virtus.com/20220531/role/RRSchedule41", "http://www.virtus.com/20220531/role/RRSchedule44", "http://www.virtus.com/20220531/role/RRSchedule45", "http://www.virtus.com/20220531/role/RRSchedule46", "http://www.virtus.com/20220531/role/RRSchedule47", "http://www.virtus.com/20220531/role/RRSchedule49", "http://www.virtus.com/20220531/role/RRSchedule5", "http://www.virtus.com/20220531/role/RRSchedule6", "http://www.virtus.com/20220531/role/RRSchedule7", "http://www.virtus.com/20220531/role/RRSchedule9" ], "xbrltype": "domainItemType" }, "rr_ShareholderFeesCaption": { "auth_ref": [ "r25" ], "lang": { "en-us": { "role": { "documentation": "Shareholder Fees (fees paid directly from your investment).", "label": "Shareholder Fees Caption [Text]", "terseLabel": "Shareholder Fees Caption [Text]" } } }, "localname": "ShareholderFeesCaption", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_ShareholderFeesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Contains a command for the SEC Viewer for the role corresponding to ShareholderFeesData.", "label": "Shareholder Fees [Table]", "terseLabel": "Shareholder Fees [Table]" } } }, "localname": "ShareholderFeesTableTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_StrategyHeading": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "Principal investment strategies of the Fund. Summarize how the Fund intends to achieve its investment objectives by identifying the Fund's principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.", "label": "Strategy [Heading]", "terseLabel": "Strategy [Heading]" } } }, "localname": "StrategyHeading", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "stringItemType" }, "rr_StrategyNarrativeTextBlock": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "Principal investment strategies of the Fund. Summarize how the Fund intends to achieve its investment objectives by identifying the Fund's principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.", "label": "Strategy Narrative [Text Block]", "terseLabel": "Strategy Narrative [Text Block]" } } }, "localname": "StrategyNarrativeTextBlock", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43", "http://www.virtus.com/20220531/role/RRSummary10", "http://www.virtus.com/20220531/role/RRSummary18", "http://www.virtus.com/20220531/role/RRSummary2", "http://www.virtus.com/20220531/role/RRSummary26", "http://www.virtus.com/20220531/role/RRSummary34", "http://www.virtus.com/20220531/role/RRSummary42" ], "xbrltype": "textBlockItemType" }, "rr_StrategyPortfolioConcentration": { "auth_ref": [ "r31" ], "lang": { "en-us": { "role": { "documentation": "Principal investment strategies of the Fund. Summarize how the Fund intends to achieve its investment objectives by identifying the Fund's principal investment strategies (including the type or types of securities in which the Fund invests or will invest principally) and any policy to concentrate in securities of issuers in a particular industry or group of industries.", "label": "Strategy Portfolio Concentration [Text]", "terseLabel": "Strategy Portfolio Concentration [Text]" } } }, "localname": "StrategyPortfolioConcentration", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" }, "rr_YearToDateReturnLabel": { "auth_ref": [ "r41" ], "lang": { "en-us": { "role": { "documentation": "If the Fund has annual returns for at least one calendar year, provide a bar chart showing the Fund's annual total returns for each of the last 10 calendar years (or for the life of the Fund if less than 10 years), but only for periods subsequent to the effective date of the Fund's registration statement. Present the corresponding numerical return adjacent to each bar. If the Fund's fiscal year is other than a calendar year, include the year-to-date return information as of the end of the most recent quarter in a footnote to the bar chart. Following the bar chart, disclose the Fund's highest and lowest return for a quarter during the 10 years or other period of the bar chart.", "label": "Year to Date Return, Label", "terseLabel": "Year to Date Return, Label" } } }, "localname": "YearToDateReturnLabel", "nsuri": "http://xbrl.sec.gov/rr/2022", "presentation": [ "http://www.virtus.com/20220531/role/RRDetailData11", "http://www.virtus.com/20220531/role/RRDetailData19", "http://www.virtus.com/20220531/role/RRDetailData27", "http://www.virtus.com/20220531/role/RRDetailData3", "http://www.virtus.com/20220531/role/RRDetailData35", "http://www.virtus.com/20220531/role/RRDetailData43" ], "xbrltype": "stringItemType" } }, "unitCount": 2 } }, "std_ref": { "r0": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2" }, "r1": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Publisher": "SEC" }, "r10": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "b", "Subsection": "instructions" }, "r11": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "d", "Subsection": "instructions" }, "r12": { "Chapter": "A", "Clause": "i", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subparagraph": "a", "Subsection": "instructions" }, "r13": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "a", "Subsection": "instructions" }, "r14": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "b", "Subsection": "instructions" }, "r15": { "Chapter": "A", "Clause": "i", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "c", "Subsection": "instructions" }, "r16": { "Chapter": "A", "Clause": "iii", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "c", "Subsection": "instructions" }, "r17": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "d", "Subsection": "instructions" }, "r18": { "Chapter": "A", "Clause": "ii", "Exhibit": "B", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "d", "Subsection": "instructions" }, "r19": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "e", "Subsection": "instructions" }, "r2": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "1", "Subsection": "a" }, "r20": { "Chapter": "A", "Clause": "vii", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subparagraph": "f", "Subsection": "instructions" }, "r21": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "4", "Publisher": "SEC", "Section": "3", "Subsection": "instructions" }, "r22": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "4", "Publisher": "SEC", "Section": "3", "Subparagraph": "f", "Subsection": "instructions" }, "r23": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "5", "Publisher": "SEC", "Section": "3", "Subsection": "instructions" }, "r24": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "6", "Publisher": "SEC", "Section": "3", "Subparagraph": "a", "Subsection": "instructions" }, "r25": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subsection": "table" }, "r26": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "1", "Subsection": "table" }, "r27": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "10", "Subsection": "table" }, "r28": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "11", "Subsection": "table" }, "r29": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "7", "Subsection": "table" }, "r3": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "1", "Subsection": "a" }, "r30": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "9", "Subsection": "table" }, "r31": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Publisher": "SEC", "Section": "4", "Subsection": "a" }, "r32": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subsection": "b" }, "r33": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "i", "Subsection": "b" }, "r34": { "Chapter": "A", "Clause": "instruction", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "i", "Subsection": "b" }, "r35": { "Chapter": "A", "Clause": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b" }, "r36": { "Chapter": "A", "Clause": "B", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b" }, "r37": { "Chapter": "A", "Clause": "C", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b" }, "r38": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b" }, "r39": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subsection": "b" }, "r4": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Publisher": "SEC", "Section": "2" }, "r40": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "i", "Subsection": "b" }, "r41": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "ii", "Subsection": "b" }, "r42": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iii", "Subsection": "b" }, "r43": { "Chapter": "A", "Clause": "1", "Exhibit": "2", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iii", "Subsection": "b" }, "r44": { "Chapter": "A", "Clause": "1", "Exhibit": "5", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iii", "Subsection": "b" }, "r45": { "Chapter": "A", "Clause": "1", "Exhibit": "b", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b" }, "r46": { "Chapter": "A", "Clause": "2", "Exhibit": "c", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b" }, "r47": { "Chapter": "A", "Clause": "3", "Exhibit": "c", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b" }, "r48": { "Chapter": "A", "Clause": "4", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "instructions", "Subsection": "b" }, "r49": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b" }, "r5": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Publisher": "SEC", "Section": "2", "Subsection": "a" }, "r50": { "Chapter": "A", "Clause": "B", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b" }, "r51": { "Chapter": "A", "Clause": "C", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b" }, "r52": { "Chapter": "A", "Clause": "D", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "4", "Subparagraph": "iv", "Subsection": "b" }, "r53": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "313" }, "r6": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "1", "Subsection": "example" }, "r7": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "1", "Publisher": "SEC", "Section": "3", "Subparagraph": "2", "Subsection": "example" }, "r8": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "2", "Publisher": "SEC", "Section": "3", "Subparagraph": "1", "Subsection": "example" }, "r9": { "Chapter": "A", "Name": "Form", "Number": "N-1A", "Paragraph": "3", "Publisher": "SEC", "Section": "3", "Subsection": "example" } }, "version": "2.1" } ZIP 54 0000930413-22-001697-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0000930413-22-001697-xbrl.zip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�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

    -_ M(7^QJ*#*,\@27)SG.!F_UL=6+,++\0K8RI GD:%QNCO.<#=3V )H.P%9SI3@ MK6ANN_SEN ((85VGZ"F DP0=FIY 1*@G)'T+H:ACRY'*([!;EV-8SL?N$6_U M +%54K]..UB<=;>S!PO(FX%W'."%G:E+ ##>4@#P[#_X M2XF1_$">_^/51]\?KS[>8>+:_=$_N'V+_O]7HW!)7.$3\'DR6./� -&&\V MT3W)JMX-QIN0"^+V@1J1]@#K.5BK4EA6LIXL6F:\ BIZA7582,&2U%.$HH'W MW\)=OXY-4"5^9EAV\!F(R,]@9.1!%NK46A"9GZK?@-FY%WCQW0P\:UD+ M_% 76+>XK_[&/&1,O!#ZT*8.$K2]]E M]Q]A^IF[5I(IE#5O>Q/2$8]J),+ ML:\6<@[BTG,!\F+:8R;7NQ2*\"%((L42\T:643BJ4HKKF88(QDR#T3F7PXW5 JIBVG>'FT< M?9DC+P^)&R0K#_N;EE4Z1)T=+/<[\;! (/8J*QQ]DWMFXK.$D4'Y4OQ:6E9& MWH.ITW%6E$"& H03M8OS68N8E[EJ589T2^/EMI3N) J10-=_2'.6G1YY. B% M-'IC#5@+UJR?QCHN<^VNXI_[PMTS83)ZZSOF]][8]S?IVUOO-C_\NZ MDR?/=5_W=3UKW_?3V,0-OAD7%V,H[!$6ZH7*WZDB?17?Z^3?4[[[GXB];SQW MQNQOV/D'7F'_W\;HNQ,))WW:>S+2ROSYYV$+Z\;Z8Z]7%-:)_F^GXO(;CO_/ M*23LY.K-MU.^7?'3NN3#FU.57A;+VH@8&4Z H#;Q;W/UOH%:M 8(;0:M ^'Z MX U,/0Z/O9I';B(<23XR'4G>UMP[<[_@]%-U/*LZTOYEV*9^Y\+P,Q$ORZHF M P-#V N-G&!R/YX0:^YN^(+MNLPU++YM/[K]M4VCXN"FEX98+]C)OS=>GOIG M\W75W$E#L[_UJB*&@K#:Y;$LC=5K_3] X__OBF'9XU2^-="GA_[-FOOX1M3= MGXV^#LL1D7\@2Q&-KC=)R]1(S4]-6J8.27(!6.("&P8(:_FRQ+E3(%N1\]'IY#+ MSY^/[Y=&?!K!YP4$[WI0>N'UI$M!+L']H3UMSSK*X"A_C,5\1H\;9LUKM\]R M%B:TY8,RY"U]3:*;42D;R!M)'J"UR RA,8=2Y5B+R5Z-6U)(PM@.RD:T"=&\ M(\@[W9OVG>1LE;60O@2CYZ-SXUXLBV;-85=.\)Q NWN)%2ZY^84L/_57FO ^ MW6[2-:BS#)*KY59%DJX,2@0'.@-\$"'6ZJS.D1!Y,L[THMIOD@ECT'CK(($@ MA9(QF/_^MU^A2*D\O@ \*$!DQC'A$F)!6RX8T>1Y7S4L9-8KVY0;)]P&4N5= MAL/$'*]!DC>@%"7 3W >3JIRF64$Q)K+0%3738IL [N9EXM8@0\Z\^$&RC$Y M2;8$6[6+_H"8>K*>QP?7%OX9,I7_5I)*VJ3&D'9#%-!>C+/B.LBFU'I+\([D M:5=Y+4'.,)]4V659W]8$6C-(B48WN?95D8-%FP!#OA!I=SA*0;$[/*9%^M!% MH5^Q&_KGO7()Q)06)+E(O01K_>W;V.&1=Y2DR!?CL;/LP#ZP&Z/AGG* M?PW +;O_RZ;F,ZK=RZG_Z%)F_"TBKOC&_VB(SO\,8= NT^;Q+U=%$43D[1QH M&1#OF-21<%I*'#Z#I?+@:AP]I@(\RE1D*KE'.K![_@SU5_C;^X%7!@-]=WR" M&%CV@-U17MHN^.AN+9-L0!QN;PPU!*EM,6F\7<#E KFCITB5D-; -"!>7SSR M"+Q39/^Y]6_?)D72X4DJL$ [F9[/6E,W/=&4T/*V]?&?>3^#*.G5H M\T*6#+$:2O#IX6+N0V$""9KZ #\0A*:7XE4NS*B*B:"SA3&VYM/VJ(_\8QFZE:,8&#'+\H'XO_ M34%.>U5, &Z=,16O#W_UX3MJZMZ_BPFRJ3>3;3Y[OX'ZTN> MGL%L@02*"V1GD#+M+L>E8"R#3T(7P>"%RCZ]?'GO:/W=HRA$QZA=SABV [.A MLWQTA%@EN I5>><(T$C *K,RR%\VG&7(BMZ6;WHL*L!_*!K=L:+2I#3]]":? M'>L._WM+]N$5/ZW_-XHV&Y/!7ZU!@,%"G#$W4'$6#!EM!@@=Z_7V-CFN!%** MR=;4X^ ?;EY+,*J\?YZ ,)VZ'L*@W?4P"!QTVM%+PL94383Y#,X/K[^\I5]Y M]BPGL#\4^;:T8+ZIIZU[L9Y3=38T=_2#0%I'[6#0*>:Z'8])A\#"KLPY,SI_ M.3<.7/0"7KQDR$;<.F6[2L:68)(NN5&;,6(%=$+AU3TW=4JB5:R&D]T"7W3L?^>FQB2'N?ZN>:<(CQ9X;?GT[O< M[ZQ2?KR_; -GAW++Z>!]*ET4*]C!H24DM6J^]R,NGA/O&L':"=V32XTT.X#2 MHOT@GXY*B"HM) C(&WNOS!V<9UH2\X3DO6#NTTLRUBK(N[W($GC/J"2,ZA5? M9L/,T:[CW7-1N\3R]XEEB>_6#06'C!Q^9[=96\$/9UH3+\_(1 M-&=_OU:R?>^V7BN=V":I1#,S.SK:./[EK&'?AP&GP'_#NV:"U:AQG-D/$#,1 M=)"31JV:H%00(TNKAB>DZ'9.HI%/P82V /DS\CXOA$ =8XC)-C\*Q943K46C M6T%L1K33*J&C[E(WKW>*VQMN'^O<^%V49.NLF0J*)I9/:XJ MHV9L>"_XOL>9<##.%AGPZ&EV7\>UL(>O+PR/GG^S=2; H, M[XXEC5C.HJF@>HR22=[:!0@$4@LNK@8JQIB\(=:^3-[5(6IBI,6I;9 K(#]Y M:$DI$2L^2][$%(0Z@D5Y@+1#MQ)<*!O#K9UTRZ/7<.WE,V9G=!U7KSJ=U4SS M&S#3\T8I:#.2;XZ<(CPUALW.=\S+U*R67P(Z&%)_-E#^@$4,:V_D[872MA&] MF+)PJHTHU!E@I%_N1V^MH(8U#&@\P\)_>901M^>*V=3L$LQ^$=WV97 >)5_= M/=]O21NUC2B+*!\DG;?IV)K]?=1/Z4>/2B8%T]S]OQZVS:A^X7J$3_!R*VJ6 MQW)GE09[KS\W_&0XT_KX8/90GN-/CD.?7WX:;N>]@]E&6<[R:6@GTC8@7(0U M(6T$$4*LS3EH5L20^>PMIG4)!T,"D8ZA*I"^%2F2MM[YP-P["C!D?Z%KIGEN%4$] F-7>< M#FYMJJ4[J2H'[S<^YG[-_!!3E']]DC=G]+HOD#:)6:?;C,?9S%&&Q(MR:]IV MJ*M6XP1:BTW=V[HO3.9M@A)D.(N)4.,!9W7++Z:[_ VP<>"N^O"+%1.NDD)> M?56'W0-*^;F0<_B$11?=;RKC*\GY2S :9SJ*";KI/"IB@D^B%]Q^]1 A!M], M+\$L!O]\1,&E4'*PW15]X[MK T^\8@5CZZ*\0\ CDX[AT8/C^<]O^0DV%-P[ M;%N_Y4S>SR=O=S*:?$1$1 8%C[@1N@%4TLF;B27R07JL:4)KDSZ!^9:1JK(\ MVHS&J QS4V?[6H,#F>E\V<4E6+N+SI0+2M/0&R:O)PA?)+3FPD5=M"M[/8)(+A%/%&B MUBOXJS3?@68,[K>R$)R\7\@TY?I70P>$^;HRF=(J(G3-TR_GU.?9V WC=A9@ M>=W]\U""^#J5&D? 3SL+@1<+97:%5\VK/\%6EZ@T_,^[M5--_P>['>SN"[DE M#W U3;;N(:#[A>3';1?0C]/(PL%'^^X+_N*<>9-[-/[(VK%6B[-7#!YH;^;< M9$'5;\&; -0ZGII_P;,! MWS:.[BXX F55D&P&8Y=@MQ;O0+XUZ*\C)0AQ2+@7Y%F%IZR]#)J^8PH+"3Y MO3#&V>8R6=#.M.&M(TJ_AY#%Q'"Y-2-F/D9B=!Q*K=3L>US@"Z;GQWD"]X_S M-\2&7/]P&A"5Y:5H@L>&A_T]?0>X-O+A0H1HW13\+*M"5-JY+^_Z10/=1I4+ M#<#>8EKRX*1?..!.I0 #UW@.L)4FD2X#KO#&LE*(TZXZVH*G[*I8>T_.,)C4 M"[[1G(L*Z0I"P'C^7W#7VYKM5ZL@RJF\8]QUH]-J]S?7D]^GD7?U&NIS.3V- M]7SR4L-O._>B.^+;%,CH4LRP5_'[KY4-_XJ2G+NQ]C%-IO'=ESJF-(7H8K0# MV/A4]N50Q?O0 />,/(L2,*C)\L']S>%EBTFB[4DQ/*5$99!>GEO]T^T(B!"BS'\RQZ- ?TL)H< MA!>WU033,*S>68,9FD-;&<0<.\ BA0'EO]>2<* KG;S\Q5@2)1-M#C!O<:_) M$1N"ND!XNR( N$6V[+F"VK>(6&=^6J^\:LN;@8.#TWLWB%7NG4_"'S?3;)EI M>C^8(&;"QC'F9 14(C?\<(ODNX^_,N]J[?!4D7F_?T)__975%?-"H_:?9#\5.G5ZPE&/M#X"#IA%/;QX;+HR]+_AI.F<6L)_G*$&EVJ[],EK$C=HI4 MWFDH9\/;^?=&:L05-9/F;R8EC4R9UMB[F^UH?HP_T+ $6T=D"(-X=V32M>-N M'EGO*VL(3;6%Y>>&_:[&P5\959[";7NMZY/6#Y14:@YT1^EMY!'_ 'G#6\GE MM/ $69?MD*\LZT=,AHK:]B\VDJ:,DQU\ &%J)A&;8K-PLK5WRC5'[:J?GS2Q[XESR]3>I V])%N-K]B(U=JO 90 MUZHUA.ZY#)+70\B\3;>L'K@&\46+OQ(CSW.Q=I7WQQ?S+:7I[)E H=7U/U3^ MMSBQ.-7GLL_LEJ!@-F)PZO,NG7>_1:"!S$%J2EQL+[(&!U-1UVJ).6TZ9^!C MIERZ&J(?'PR9FTD0A&[OC6K(,COW&'_EQX)I279!8E3"ABX3U_75Q>X9%PMW M9#K5Q#HHXBKI-0E">7^T8WINX/E#7=%7'KCN.M(HHCN"A8%_K6E;/F/XM="@ MNI@7#W6#)3+D].=+#W":,^ 2C,&.0'U79-]2YV_M!X;?_CB#"VI^A49H4-W[JAMPFZ'AP/1>@0Y>W^1NPF,.=.+\@ JA';H@2CN 9<\ M0-PIQ]+FZ68K(:3.?+AEI7^,2'GU_B%ZXJ7K6U0'(S;^8(,#S[4)*,*W;Z]U M:9KB2G0V']]@9#IMEL0AI]?)8:&W>OA[/9SS,V_9]#'.'Z*CW[^Q\+[2K8B6 M/OG+8^H9B@(6R) ",UL(*>-DH;= 4R? F.STM'UY,6$7Y5G7?+JOD,XKL@[( M&*D-%%M(+U;G%VX":B^P0M@2?EROU6V#Q?#T.Y=84-,[=M4FW'3>;%#!."=I MWUBRF1>)8#9S37UP%%^TO6^.G\FT> M_C(Z8_:5JHCV'NGD<"<\_DJ#U,)YO.&I2Z3J^6^$.N."2S\LM*UAJPVBM_Y\ M0K[2WW=EZIX4 W2+_,ZW*>8'X?^&G0C#'80Y^L!\GYAL^.;5G1>PV-C 9WII M[J=V)R8(*>8DQUK-!; HYR%I>P_I4A6Q737K"^83?XF'KMJGSNBV1=B9@ON) MY^>P&>C]@-T#T+@UWY7&M1EK'HD17K_<(I^Q]M1U%7Q_]]/ RQ+R **^.@!: M,_!!3A42'/@9KIR@J!:]T4W3)((U1FZ M]<5?!@S=2@P'QYF^-TM37GY2O='&X3QX@/(=/X\URGCTD+45L+^M,0>_4LM= M"L>4&Z'WND69JS $*\,PHN97H3QE0[$QMN,J,RK*GU)VV#ICSO:KD!^%$61' M0*ME9L1F*$D>?PK(C_%N97.GN"5/]]H_[&X8?-14^XJ>>[.MY_WJB M.H=>'O%3BL?+FK>_?E/7"[WVZKRA^Q4X"QXEF.(TQX MIGHD\0VB27BUH<:'/?"E87A%* &Q:@[[^E.7 JZ'EM0\^ 28W5P])=V 2JHD MH(W[V#6![7<@_C$PNE(AA1.N?^278HLC"7$JF9[E9Q:\GFMR("^RW!EM%H&M;D",=L-D89 MQ7\YFAFZL.;S]H5GO>@=4(6,EP;,MH8N [MNH]Q!5]%^R$&1W@#PE*WQ3'.2 M+?#5$DR0WS>*9D/)]@Q-V!C!&&FN^3[;QNP6#K@[T30<25X-?+A-\I6K'1RR M@KV[%[0Q7HC!>15U7INX@#F WJ@QA_+&&)*"(Z AI]T__ AT&/B@H'1@)0F" M_-'"AQ#RB2O4JW7-*/56S&YQ%>5>.7[]'G;(-.Q)9BQIUQI2IQJ/TURRQ'D,V=LY>X(&\C5$Z2*[O5IXAY 6M16 MM0OD=SH'!YQ(+2;Z">FU)$\0 G]FB8$,V,:ACK%W]XN'.N7M-#YGQ4 M B:493RWH"_O\%;S\=\J=793_-6HD#%F=GQ0_[-7\R_LY:XW8T=BOM/^X41) M8YH@?\H1J]+3JK39:IGR-O=8/H\JZRX/'HW4>824(LO1VW-V+H>W7*2'X13;X5* M(Q&F->CUH<0.>7C[B)M"'BZB("+7$<>A!3,[TG?],VSET&R[X#1@,*%;#B7> MA^C?%\T)0/LS3;U+L-,/2RA/67R5-J$>^ZX?\U2JTK,4_UV_] ;9-;+R @F5B@#-(ZA*LX7(],-/ 2F/)F6G\E2A+H*L=81+MS-_\"*(CTG\: MF+=AK'HF=P(64TF'Y2,^>,F]QR_@D:L]2LD/ (P,2=<@U.=(06 Y'2@028W0 M-@2)M7@U>6<( 6%ETZ%;H]?;(%4LW1Q+V:1QAUC K. 7(NM<03MNB&\V!O9W MT;<_ 1B"#F#A ;AV4-9GA?Z* XP-/E /T%PTE(WM5G/L[17)2>>#YS0[WGWF M?.IM>7[J&:SP_IW9S;+$R9]7*U@PYB'_+P/+_!24M"78)IT]D:&@"/GK-*N@ M5#QHW\:WU)F$D-9U8]BZ#<-$XY/:?$PX0M(LDXK]F :D;WF]NAUO0BYH0K7% M;X$B#E@@DE0PG# K\9R@28T;%)-8C?^::.<^XE<.701*%/;I7+S:/-)ML+W+ M\K4$S[?DC]V76O'VC 9-CL):'D-[\.K *=P&YRXJVA8\8I_U(V^@8<8.N0E_ M=G0/7:9ET.=F]NE,_1T;',9_H"4NP?QWEY1Q\]4SE!:1ZX>$?FKPYW)N35+R M8)*T\5GP;(YN]2! 5W#:D(:1F+5D^R&2WRO-^K$O"X61[:"P(U AN/T$=&]! M2M,9=*/P#TC1H+(]JZE,D8U!SI MA,J?SR#YAA6/CD38&3_MCTOQV L,-8:X!VV%$23;''D5]R) 3%X-?;G@R0#_,]'UPA._%\>4 M"Z,TQZ3/5:3"WD!I\-1X?GW@VM$3NF;G1>>R9O;'0D9J;2R+03:#*I9@ABO M+_.IBW;R!S6^0,#84:J>4,4> %SKOG1S)J6^F=.+G6AVO- DJR< >!D]NUZ00)?(9[R@7" MNAUMP.9?NI1SEF(2$1\4LM#R\V8C5][6OBBE\\SAMW8_<53W_GK\WOO'9"N: M.V^!_WP)ILG1&'!RI;&!.@E_'6L+I*TA?0\LMO$1D?IUUD"E:1^:[P4CNU_0=>+6[8W#PH@!LHIV7.9 Z#*(+L,..1P"<;=YNR&& MK(JX*)/2,>%FPU5B2@-&C,EDVO#K4 FU66%"G&TU%U\+=7HV05>1=$4?>4OD MM?&@-.JM6 5^P1?]-6DE) #6YEL^_0XYBW,9C9R-5&?Z_Z)X/"I'!DVBVQ% M]%O(&$"OY+35F+>ID-GZKX&SA#%U1&LQJ-^+HJPHN=5 7-=*B(=-S>^BQ[:@ MK7.$\.R[F(L1);JUDIB#V%[BSN*A!DF'QG#1J^-3SN;(0,[G1+?1:C0O NCV'-0@^=Y[H>A1$Z(MG:82JZ)ZLRG_/]A['N1JW MI /X%4$H?'')$<714V7:NRUW:;NC5=2\*+/;_"LU1AU%[MUH.PVR6V=!5,HQ M[689\(\<@MKW#6E_$Y04I:@D6T8T!D67&+7;[N$F*OC4F8OW2?'@^CI@45A# M.=)?ZVR,2 ^U!<.I]QNH9\#XK"H\V5 6DR*%DSS !+E+32+ P>4),&OO+\%2 M?H.:VW1;>IP9R_[%VS]"'B:C(8)B"99.-@5G$3$OT!VP+P;^NW56^T7*M>H@(H"B1T5(./"RL5 M \&ZCF/O?7?\>CLQ6WES^)I5ARS_DH7R,V==( ,#E4!.!WF?MA"%K"82Y%W9W,-C>WB;ZXD,^6(J-RD\#DAM M9Z[?!GHS4#OE=,HMZ:HX8U^>VU1\J&T/]_CH-V #\T8L5%W4*^!MZXE3UD64 MZBJWT-;JK$EHMT JSYS8>0ST3D,;D$RTF0@Q>MT@ M>OV4W0%]X@8+*'!,! )..J>MX*T:@A@=32<85Y/Q0(>8;*T'0*?"PZ^]R/X1 ME*70>@?T:1Q=[HUYA X'S2_!C'0O>,[ APX*-1][$VU"D)J1ET](-U(N8R1F M@J9:5BWD$D'>2'08ZDM=:3T>,D7@W0))"Y5 **5LQ&GHDF M"IQY$W2/)5Q-\N'#,7I>L=2XI+^V@)DC;"R45NM6[M2*2;#H3UA@)1&\GSX^LCH M-NA2[P.#44[YO\O$WZ@K/8_-]>YO,_ M]""6AOX#4$L#!!0 ( ,N&.U5<_1\_Z2 PC 7 :6UG7S0T,&$U M-CEB-3-C-C1F,BYJ<&>E>6E4$^G:;1 1 3$R" J2. $J8E2F%C%II!$1$145 M 2''$4(,.;8,$4+BQ"S@U-#"D:B B()1(* 0* ,![+8Q,B40E$S:RA"I"(22 M))5;WGO7N3^^\^.N[ZNL6BNUJNI=[WZ&_>R=Z ?U4M22/;L"=Z$,# Q0_T ^ M*/TPRN_'U?_H^+'(_W0- _TKE,5"U&94M:'!:M0\"P-#"P,]'X5%H0R,_L\# MJ/][&,PSG&^TP'BAB:D9\@!G"6J>@:'AO/F&1D;SYR-WTY#[J/D61I:KMO@N ML#IPW'CU.>NMEV[<7[AFYW/>TH,]X%JW$[]>-C&UL5VVW,[1R7G=^@WN'IY> M/VWS]OO%?U? [L ]H8<.'PD[&AYQ\M3I,S&QI+CS"8E)R;0+*5>NIF=D9F7G MW+QU^[?"HM_O%#\H*Z]X6/FHZG%M73VGH?'%RZ:V=GY'9]?K/_[L[>L?$(H& MA\0RN>+CI[\_?QD=4WV;FIY1ST+?YW[@,D 9_AOZ?\1E@>":-W^^X7SC'[@, MYB7_>,!BOM&J+0LL?0\8'S]GM7KKI876.V_-V$%QZXM<>4YNU[C)' MU0]H_QO9_Q^PR_\M9/\&]O]PB5&+# V0Y!E:H @H6'?JQNJ PK#=BCR[P+4W M+J^-O5C7W+SD<L$RC!P5ITCQ#O'MEJW<((D!K2G4\%] M$R-)7J5KP%/GPH='1[;791Q]L)5DUUJCJS!_V3C5VAW7=*SHX7*/[:>+A!P] M:@4-0[0G218D5KEZF#,[&8M5MEF.[^);.URK1ZR?-?A[FAC4) M&>VG8Y:V] #Y?6%G_"^WR3+_D'!P$SUR^[LA[7I4/6%BV(&=SMBAW5R7[9K0 M[3EB'^PB#[A:O=(B2-H2T69%(9_S'OTB]#[X^F3^5T%\MONS^3V3]7&!9Z>I M,NKI\8]J()@_/%K3&,64:9MT79]8RM]DE;I2/8HO>9T>/'2O9["ORF#@[,?*N MDTM0;E!6_,IPF]VGCNPG?ZM4"U2?TPEQ@J'F5P0LW>N$.. :8RGMN=9$%<-K MW*V(!!-*-V6[.M7VW_PE1SI*DE/6[(NR4]-.1&9Q[!^=RI<<;.BOKG$B6&T" M2"%#&O4&7?%J@#1#M(5&HK#RW#6WSIV6$BY]FR@=T\8;K 1 /6IPIKSPQ..^ MT8W\B\WYW=LV) ?_U!ST\1; WO!]]./.I+^#SM1_'YV-TE8S+L+M %J)7P3_ M%>V@8N7/!"JU?G()&IU5ND.%R_'(;1L=-]TTIT>V@D M]UE&QKJG%<"+V\L?WA \AKL)]>PK (FZB,:*!E]H7+O2Z<=KH%_UJ'TW6 +* MINV:2K HJW!Y68;4EDCQ^.EDJ75JI*QJ-*\UV#N ^EHRO$;]0*1'D;#+ M2,0ZW,0D*?D)M'A'A&CG-Z[WO$:^,G7?/Y]%B)NL,["9L(-GYR?GWQ1][)'N MF?&A!065I&_ E\R).QI;Y%T\JP)JFNSTK@>63$ZGOL8[E@1])!J.J6TM=$\% MNPKV]_Y\I>R(Z=Q3=;59^ M&D\H3G5\'.$EH0"$'2%7F5(Y,/@ )Q; )E4J02=C48.PFA ;,I3+B]"C.B>O M1&\$&QJ?QC)6U]6"V7UO.X-M<%,_'*ARK7RHQ$ MEU2FTF%K=]>4O1ZUX 3=#R*K[-7YNBHN3O5KIZ(+6T^\VNH AH M"-D^?D\AZJOL1W$C\R"@#$KI.CKPM?ZNQ]-X^FDIKCXN@L'"L,^?KHH[$I9< M4%F^OW)NE6!!$7O4+?)8P,GJV.(1UEHKOMQ>Z76XE^-R-0@6DN5CP_*X;X,FP%R][\/:CV'IAL\9'X#CUQMJN MX!55?,2ZK]5BO(G/UPJ+XPL4S(SH[?V.YALWC\1NBOK7SS,W8J8!/^^$,)B^2>5PR5"F= MU%J8*2;;"XSI^"4D2:WSA$0QN4QKK%HTLDKUDZKK"CVM?-1RS J:(]A%DCWA MM?T^!^3FIRN%W,/)57%A2; 3T/P2%G-:&GZK&?]8,%2REPJM*]*N:-1$,OIM M57>)TDJM)5FVZX[&F>Y4?.C#<3W*W% ^K<+_IM ,KK[N4=Y4D(GCX/+GG"HW MKIIT;15(R57E%[M.79FI@\W2]:AUR'DY1X\:JJ*'Z5%]\_L-M#%Z%*^$L0"< M5!IJ#L#]T7CH ^:Y*K2#:>!C I;Q)<8<[ I:60=F92-HFZ4-D!-MP^/$<%XY M<=SR2U=DX?#N/CEG .>N>?)AX\[/0<7=7^,CB.OUJ"NO?);?A[OUJ$8!KR92 MND6$M_Q CX>LTE3;Y=71"U1A.0D.7IW$)?&,==#P7JZ*+$O-O%Y3<PZCWX!E3=OI=ZU !/,8;240B@'X(PN4N/ OT+,E@<@,=:SG@GJ9,HF5BMU>PK M8OUG[2:B,:./B8FOH0>I O9!9A7:@R*K#KR-BL!WI;9[)UU1F,>[:*)\M6L> M0O&3[3UC01<>_+$B(B$B08]:R.39,,EL:!U+NY0*FR"U9'1$=YD#.$"-BLI. MM %]+91(T?RDW:_ZG._X3#7 U:.L$]'6@Q\@VP[6TIGF%U3.0G<1N%*H=:VA ME1QM$JVZ/,ZW"WY;@[]%>3 T6HK5)"$YB22"55RGH#JH9Y .)Y_I>X6VA](K! M/Y[2(N7&Z<6]W])VCE!V5"=V&[='NSU[\0(>(DAO2IZC)[9HK.#7(PM[@7]D M%'2P3%JWD"+0'238*\Z.CW=6978M$"60+[@3ED$E_/V#I,W+Y#V?\D6!X,B= M,AK3'VQKF6D!,J=U$5.1A:#A]W?(=O]B\JR D]C! -C$5C6ESH"0=)B-8<4X MF>W55M-(DL3*(T2_H*G:\ M>W$3 \V:6](8#6A>AN"RYBYW+I M^^ZA!]%#MV 3K$PRU*XF(EMYP.@&5OAL>43?HRO6GM;\3)M4Q$PT4A2L[&(] M*H\;7*'=QH',I3S9G3*5-[F]$[95&5_BDBHAEF\?^_/ 1A]_GY18H7GW7Q'W M6IIA'$$J9)F1F!R"=FG03I"@M#TGQUV+-@=9/&PVUBH!:TK[W(EQ'=!NHRC8 M)F2,24%[Z+7VF*Z.?ABAW#*$%\X M)_2H'&:M?Y%V)5#/5@YA+R6@[;5GBS_O5SGG(O69RH.WJ@+R&8Y/:^0E+91/ MJMO%A/0:[GJ9Q^VT*VW/R+?&1ASJ^[Y.[R#$3!LA"71%$HC6HZA8S5+\$CUJ MW%^+9?_./*U'04ZS/":T(4QK?P?IFC3BEO2&LK(QMT%R M2JPQCP7Z2R!'IM8R%S:]H$%KO75E0"P:@_1@+9.R(TD\IU%?A#(5.'&=XA1Q M.7ZQUM]._7 U^-X.E\E8,VH+VSY_5EL0\N*=!WO)J+@IT>=IC 5R#?)58(=$!N"A05V.*6APM5/':/"%B""A+F 5L>G M@,Z'W_E@STEU3E\5G:5K2Z+Z'$&=5#B]7>D91?BYOB2L;\8UOMV/4R\\43K^ MW5['(4BO$<$C1&B5X!I!]I!K(B=8"4 1+Z7/X_.5*CPK;-;?,_IG)!M;@6D M7]E7MS+>1#CE(GRXJJ6_7%?.72,/#FF;Q6\!T1G5RHE6)]K6KCWOXK4$Q0=F M0#TLZ$W VDBBB>/>3BV57SS?Q3:>_[)EO,$F)8+L6C;Z"MN"Z&ZFUFI8G0D) M5/9\B:TQ?S)SKK2E.GI+K];CU]*U/2M!X:6']87PBG?N44DN40%O4W<0SC86 MW1PMWMTT\)7CTOLH/H\^B;[$E#Y$1H3DMKL7Q*XBV6PO7>=N?CX$:I;I41OP MS0DNHXF:+ZLWW+L=M;JG#;7Y!;L5!V^$)2,XZ)+*5L9$]#]*BWXGD0D;R15Q M&+S*X6M3X=S#.]7BABH9DL1BL[CD9)/%-67UYX_]7"ANX>17+;A?43+D7'O' MUJH3J5 ]*BX(:THN]=$]T*/B[S!60'X_/T]5GL%=;5W: $XO&7[:;]/0Q#_I MU_\5MZDBH?Y90WZ;6CWW+99"D95>N&&?N#ZV?)3SH"XLS?6T]0S!4 M:E(K^[%66_ W#C9E(2%W5,U.I(/M740;GQ 98?$7 (-W&T2GJV%C 'S*D3DX MRPO+XS?.1/EUP-Y@Y(=P9%Y>=1+_.1SQ4I3@^Z#[G)P([:+\I1:E5 P,=,DS M)YR1-<40H""(#?TAHNK);H@(_JA'V_JT4-FO-,4K<7)6O6MH^QP[YU-MD%F0 M,B!2=::90I(!-L?$_C*<10B92DI_%M[T(;(2W68--1&@]NHV% M)>$-N:H=GW/Q2[(9J[4>T U5$;\HXFW5 U+/A_ OQ9Q*/MJ"1TUP3R/(?PD= M&O2[3_(4O:'('W'="Z^/*2NBC[V!^C2F3)XIPXL6JK[8 SO1:26RS&MT0Y : M"$ 5J5*!(5DLR.;D(=.TW?:(VZ?>/&R.-@M M,)543=S'VM]45RGHMBYJ_CK:0RD':JH=W\2DSX?BXH?EIU[ M3!(5#[P_7G%T(Z6:LE+#(B AR%FG"J2 ;FIFSU=9[/M]]AWPRJ +UY]4Y9U2 MQ9>*,)$6&38_,;]_&IXJX&$L=8#656:.[I(8:4D*"8:.'[AG*_:8;9#3ZO-UJQ'Y2G:O]WW27]PX-?D/25I M\[%6/JB*M%^"AANLO[T2-NPY)C_N<>#)-*3T2^#W"/ M@0J1,< !I+\3ZHOXD^(2]0D=!S@IN"BQ96RAE?%+C5] YU5')-*"=O92FAX5 M!7;EP);C2? JB*1(2^IJBSA2DT9Q:GY *]6T"YLJ^.LIUDQTPK#7C=,W/YR& MAYEG@!S\3U ?" 1!=Q4$HZ.T>5B;/>+,J]P=U*JHL=G/;2.'#AP=M^-\&BC\ M_4'4K[)-'%?/$;.%A3LL*5O#'8O)V9X)R%96TIIE(]D/XTH70X%RR37;67'M MZ&P$]JH'%DUJ%$?=J6M^Z=W2/[*F/V$XK#Y<*:O=PMM8A$E\OW?-M\)=QQS> MUU0,CYYB?V<4N8]^ZF-"Y[\%P.;CNKS6E8S73' ?=8%$F]C#T3FK[^H><1,5 M!>(GZKR"3CO*VSN*HW2F*NQ@>$*-2T=2RM7-<4U)+140=B\(:-=Z;ZHP;WE[ M2SX,6':X5K3\U;AAI CITWV!'2D?+VA)HOZ_I?X3ZI!)+K&,V'@K M")F!=KK;>!_6_/FK)*Q38_JN4Y'9&#;$UFR'N7ASFS?ISVO1Y6MA(;UJ/2PMDDX M+O83@PA9T[G:=^=Q!(1 BXHU@E<%.0"X+\T,-E4B"L=$]R\]*B8=.JD*E7DI M,S48AH!HXH[0,!/+6(P4LS0F1^NFTJ-DR3Q$%$/D3B+Z%#$;@P$UX\Q%K1LZ M*D)DV3YALO'NL#9T&F(U*J_%E"H.@+^.;F8D,7D-6$Z UAH'F\R0Y<3!.O68 M+@N@NMJJ#[4"_=Q ,%F^A_%:4H^[)H>6*YZ,JU^HPM(]@K"+:(:10J8LC":_ ML"D1VE0?9#;.-(6&$LU]J\\\4W5RGGP!!L.T[I-=A+FMZ#P .DS?I$?]_; M(DGRF=.GL/9,\#&$N)SNX!7L-WK4O((B5O'BTY]G"=^FB!>^(UK$V(F,60/E M(?#9T(#&4[L6VJ;QTU*@/S3^$70W8B;&"G+1$.C'H ?/(R"" ML>XC ^5Y0W MPS*A!1WH86 C(J#47UI38WTBF15CF;;MGT[72S)ZM L82VB?S";6& MC ')/$3V(,[N"L)G2^5Z5#[>$8J1LS.:!'Q@Z)8B)AUV('LR#$!1P2U^H5TF M/R^ =X!&:)OCFU2)NX^?E->$_1)%IM7WQ/1[.-DXSR'YR[@+?=:C=OFJ&O4H M4W:Z1-O?\Q_J_K?O3.F!;U-3OG]QX<]P-'D2_V=__;CKR7U ;Z)+0E,?)\BE MQAL6[OV>[!GV+)"2:"B]4AOK>-.39TQ>L82L?0EC&:^QX'X6Y&4,FW8=U_C& M K74#CU*3%2? F% (3$=Q7A 1!EU">U)N\0:B &P >90+C$TT2>K;_U[[\K\G,#_ND1UT*>"/H M-MXZI6%]O\#FPB1"/''83/T<<3)ZE-;@N>XBX3AUT$7-@8S =D7(M5;,>T8O MP"$J"\"O IEM.S63N%B+E>?A.D5V >FR>M&,4/6U#I?M[K!8_;7/=R R\L7S MWE,]U=IMY]%93B(?@KI2:RT*@'1(8;R#D,Z:GZ)"3X2#7NIKNOOX10RD Y;< M![TZF9F$>=-L"UH1O]01,CX-;M8ZMK2H"C+HFVZ*QXOSNO,&$*?GWMQ]/OB6 M;[V*ZRD2A8G=]A:]T:#_FR3%,&(,$\ H@2$LU*-JL5W,H4PU07<1D-X#[/6H M6*K834;(ATU&L8M]8C3KH,IVC ,8I-T+=E9*=4%\B04GHTDX#57374E/CHV= M$Y,R#W!:^ZMK:CS,(W?VG6H2;62<16)ZA,FKE"Q(P VY^?712U,EXK!. MQH8![-7O;LCB1TH$:Y,)!S%?R0 MUZ%^-G=H:VX5935@]VO0A=61QQ@H.A42J8BPJ8FJQ \Z#C;O;6T$'9^6;2Q% M@Q_:N3:YY+/T$DFV9$EEX]2)1AMUGRVGP8DV'1F95=_B0?50[@O'$_Y.NU9LW?!G;4_MLPY^[5UXA>L("1,X3VEE#M=BL M,(QU0VT>][B\F\@_&%E2G)-L[ MYAK#C?;([]-X]&I0=.D0,:YQ[O(OW6J*G1?YI<^."A.,:&^F[ZFPPF_DX6&@ MA.'"HVK6,WE^2JVO>5,XS7.JTQN7$S'DJ@BR 6WYS8'N(;'+MX%*9\K<.FLY/BFC UB222=6_$4.38_C'U]3<))Z8^ M#00,%?JN^*O8E^-HRTS9-/GV2#+3): _X]:^H" /JC]5%,5(+>V0WUV#S(#+ MJ?2@EU"1M-G![YCN.L-I_)]>?.("TAO']X Q-Z0JT(&+V0 J:XN&[T6Y!5CR MEAT]?=4YLW+]>71Z)2$%:M\-A6G\H 5,HP_C$;ALGVT*]J+!\>N(V8TF)1?- MEEKTQS\P>T)J34@.'1H:(R\2Q\6]XZUXMUMD1CIGI'L62V>K0U6SF4B/$H9* MV@HQ&QKK11[+?)R-+^*=:>2CG-_*O3-8)Q)2^<*-N >!&*P%">RH]MW4F2&7 M[#=?U'KJUXVI2.$83_PA"QDJ:<<[]R0LWU?&E!?8C'L/C#S95ACY.QW?]-LW M"->F$OPS(KD6?'O%??^6$T;"NN2:N)+#,[:&V_"SH;E[D%D8SZZ+FBODMMJP M8_I@;$-7;U)A88--@]#3$QP:"H]L)\60*)9^5#*98M=.I5(7'3^9LVSU+_GK MR@[O5ASV-_AYZ?<[B'!S1R)Z_0^$&2?>,<^,UA<,*1"_6 _D,^-P8N.?=?]B MV&F]06PN?8M4>6*VJW5#;^)V/6HQ3UBT^CAO;(YC?:&K[:'&AGZ'%9&_5?^) M;^8BFWT$]V#-F6>88H'Z7[HJ1'-B5^A19PBFC+\(9C4,1U(Q\1IC*WV9BB+I M$'K?;O!F9R#30$H)"KA., +KE 97 Y^*#_"^YQW?:Y(&8Y$82^8/,'6 MF#($V$9/#GBEHW03.*DT><:62H#HQJ2CJ)"ZA95#1L;.%S,5(EZ2V./]R9WKX;_!W#EB0 M42B*H^5&GZ'QW Y+DS$?-2FUC00<7 P\7&?#UJ MD.H/#8$1U"M$JVES/_6Y>AW+/0_G#S7*F=>*9[-\7![2B#^#@O09\ZU)<"]' M.)G>^:]]#T>I\VU=EAE/&VH.,GGQ\#P8L0:A[*%9V(2C8K["._=N(L1BC2%[ MOEV8$I6HQ&!1M* (J$A.Q-)PK^ 5*L^\'4UQ2>_&HS>!ATO3G;/P(\6,$ESV M63:U+'??L_Y-#]1*9]CTG,PA4L'4+G66WF::<$,Q94B]M4!D4" /N.8A5"V^ M)B3:*%L=Z18J0F=SL'-; RLF7+L]N6(47E[D^_*%L/S%9?G<-Y<7VF;:QWS M : (!F_Q@$:)UI:@+M'=@=>3[/(:+\$;$2\^3;%MA_$% 4TO0S(E2]UQPZL= MF#)$J7%W5%$N]_B$25E+?(\_]:VLT%J-%>\9*][QCN)\J-\"=D/BNO\#0X19 M#2#>\):SKIZ^ZLDHL?YMIF8#W0+"J9P/V44_%K(L?4)!K#I:=Y]AYJLR]FLM M;!.C+8-4V P/E,1GKC#9MO9F3^T09C&XY;AXY[GWAF/-K;CH)]F UY"R6"8 M.EM7 4A+F9R8B3\T]G2:,,''A=_U/W-'0D=(WN^"B" M5L+#VS0/N)ZII9S0^+]X86442=DZT71%/:N\A-1"J"J 1Q 7_:S+1O@+-]@G M+U .:8+?T]'8>E8>UUX:DH5X90LH%,'/(VD/(&(^J43N&B0WYC_Y,GTW\M@ MY]6J/NV6"C%WBI?X<#>.J]QCE@)'^MAKHKY@.8!VB;$T1FM1HCX$$50B19$2 M4+F]DIC!:!K0OEF+ADIDD@RBH=5>Z--#^BYAZRKZ >B)G&U&BC;NX[H^B)VS M_-WC[IJP 8K28WMST)N7E'O/7W:-(E40LP^)=2+=65?&C,&:,H:+/ROO:$SH MAQ!F7D:SE0>I\J5>,HIP[E=NGR U$P0:]1I8$!7*O.J9!G#Z /$ MTIP,$3&LM,G@O@HI(1MCJG+.F$GM-HOJ30QVV9^WNC]!]6BP&Y\NW[$A<+HE M=7?Q6]BFH33H+EXP.O;C'ZK+%MI8736\G=%F V_5U=0GXK8!A@R M-FF#H0O.;4 VUH%PI@ ]EI(&M!%SX9_ C4+UK2]B28[T5GC.\DT4R_'#/?4? M7(XV<85?<9]4B]F:+3\;61_X]XG5#_TO4$L#!!0 ( ,N&.U6-+IN,TVL M ,A] 7 :6UG7S1B,#EB,6$X-S8X,S1F,BYJ<&?LNPE4$]N[)UJ(@H 8 M%0$9XQ$4%2$.#"J8B(B('(P3H"#$"2$@<%20B"&%((,@1.$(1ST2$ $5(2J3 M(A"9551F$%!"$I4Q4L402E*I=/F_=W7_S[GWK7=O]^M^_5:_:*WHRLZW][?W M]QN^I"+_*!\ %NW9Y;0+4%!0 ([A?P!Y'V#_\W__0X^?0?Y'8RC(7P&+YP.- M"N\4%58 LM;"TLMZ\9:O]3H==CKN=]AP\Y.KF?OB(Q\E3 M/J=]_>C^YT-"+X0Q+H9'7XF)C8N_FI"2^OO-M/0_;MV^EWT_)S?OP<-'SXJ* M2TK+GK\HKZFMJV]H?/WF;5M[1V=7]\>>7H%0].7KM\&AX1%X8G)J6C*#_)C] MF9<"H/A?4_]W\UJ,YS5G[ES%N MGK]TQXVLI]4J1IL.0)HGSK6J:AE;"%;"/U/[1V;_L<2B_KLR^Z^)_;>\>H$% MB@KXX2DN!B@ ]F'UO03@YV4:#]/J^+']BITH,9,Q*"1$5>@5HCLZ/UP>V*97 M3S9IG3(XV.#1V^03%,);T.,?EM:M6S]4WC'UDK3VS4J3?9TA=S=K1#RB2V:V M53(5I)X]"*F>KUVER%P+AUVQ%-O4]F^-,'5'"N!\!V0_3&@L:T7-$!\8%(S7 M4=2Q#X:&,/$RND;H29T_PEF&K?)'HZ$#KC4MABU*1BYH'4[F"T.0A<_\J$982U, M_CW(%N'L_'$);60G56+\<>*"T_ ,MZ(@I"++I$#,Z[$/OXT +MC*J#T4:3U@\=$\?AL)"-?#LSE MR3H=)3.R[;:N$) )CE;KYI$=[Q9K,H8G1#1_]P[_= MRB+G/BQ$XNS;ZV-OFC]4ESSXAGXNN'8P(JII7\7Z7F>W1DGDTTXR&=V.*.:B M6^'/_3G02T>H/T]$6Q;!?94VN_=NJ/"SBJU]%CV-M?@Y? W4L'2]L_?Y4\_F M18<1*ZK:<'IYS,VD[T\UZ[( 95XK;1GCI:07BHMD.L-&-?U6B T\6AO.CK;= M8))HJRF1 ZJ,4V_@1F=: FLIHA?$TOUH+]*QM-%XC'K#@U%, \%%;'DOPZJI M3M)O7 R?3@TEQ0:&FDHIV16_B H.UF7HMH56!@O"ZHEQM]]/62NZ0I1KQ=N, ML"6T!2-:865NVEM9.=9QT^+@[56[4EKZZ;=+XQ[[>^PMR?:B]U9Q0B3=K3%; M35K'I-]Y+I="":/3VY3^#ZV?_]34ATLZL4[;W\!3 9*JT^-\/IUSNL3ED>=, MZL7Q)Z56>6_#-BA>^Q9I^>!?"?OGM6;4.'Z^8ZCZ3%31ZJ!/D;L8T[GN[_B& M%5XBFBISKRS)C+E)./I>K9:SB$)/Y,81%Z-;%J8*I*,D7>3@?AD'V\+XT/9! M>J"C^.7G,(= 0ATVIV7ZTA;FA@=^D_VOG_6./*,=OEF2FQIH+B95WN=I&:"I MX+D74SVGCV7=^F-Y;V3*#O/S)7;2;-N!8[ZW YD.TDWH#B2?5,^]1E'%R)[, M@VTL8R_K))8YHK@'OI /I;HAYT.A>2Q;Y@Y(^;(E(?8WU*I-7.$@>#B&VA C MLV#SJ["]6[>M\P/[1T/AXLKW.>]FL3LG)6+SJS/NV[!+]$QOAK5WZW*H\(\@V[6_D@?AQ('Q*+(-LHH:QUG4F$"L MF4"B:_I7IQ'F(]WUW@J=*[N8&MS#2'Y->U7E@/B@8Y<'?S=,OGF?$:5'+)4E M>+GO;OM>>.S6XRRU6C[K+7_>-,$ Z1,>ZG6_MAQFLRWXVL.S:3FYZ%[DZOUZ M@907?]LW9BHX/F,-@SBIDM3>J!=?8K=K%6(28- MY>D--@3]_K(K3,<'#&UGQ$808=UPVZ&T0,KXQ%SZ%/&1+A[Q7@&%L\%7 M8#QFTUW,U6#T-1 )%F+W^O(/;!_#.W-[9[W]M723.0^'KP_/NI2FX^=!:#[% MW *K.3]K*ZZD[$6B[S/N-;FTGPE!S )/?.B@G!R/G+W?;U59V6I[TJI(Q%[" M"*B/JRN [87&&6L@K;*!9OT .:!A:RP'E"OL*?'?.JJ6#%<9(G%"WE*DT:4% MU;"Z=2_I8)U'0<'[F ]QZW0=>,7H5N02;BBN8$I0U.2G3\RX]Y;55(0$-Z5_3"@''N1S_?V+^]_\7!D:V%V MZ+:O7]K6%SL%S?)XF-Z7/[9]+YZ0\MY4EE>E.?HZ+-VG\!^XE-_32DFU5"+J M*_L#(^%%>MQ7$-"LA^YH*6XF#!.AVXP4.5##TBU.8CK?\^^>F4TNRD%\ZV>& M A\7OX@IN5L5MZ'R1HH \+?* =ZVK<_A]RR M"]!?GR))](+1K8X-E/C;G>-C A$A>M9W;!2F>!5#\Z8[!VL303WD45_=>>;. MXDYSBU'J7,2S5DL+5/&!+]R1W9<#YY8 *V_M=UQY]^9BQWR;ZX^V?;S\ZV0! M;W"B40XH%E"0:6+W]&0W%.9N)V,Y3[BA;N6,M9*$YR!Z'!4H%5*IR $VU-("5R'8N($%[A MMFRE>5$NY=HIV# ;MJ[SWJ!K=5>0:$-289?* 1]^K*$QL@5RK*404'<9F_Z( MWCM35W"NK]9;KW.:L(A!$_#C;(-A2H/W%HA=PU8+Z,V)38UXC 0+:#$5CMF( MXJX.XNY6\>DB" VX/[SU]+7;H=<,?PQZ@LU?V9BR!PB/A#];_^Z#K;?QRZI2OD9'1;0JW\C-&"2TN+:-PJU?.K,0BUA7O=P"6_NO%Z"J! MBW:V5*T_REQ6#G'80=,([CK*))>+NHJ3]/9V6FP#:S-48=^X"F(!P[[62G*[ M";ES&(F3Y0F3-,>*28AC0GKI=VV([62$HB-KN$GR $MYOX! MPM4,I8XJ5>1#LX#+KEK"B&JJ">,L>5RU,J"+OS"(J3T0:(&$U=]NC@IU\6V( M%L[4>KI8^3%IAG?O^V<8W_D5WM:?>#XK8$5KE26DW-#$[4UU0EX.;*,(ZLMB MIT@]-L+N&C-"G?.]+JRPZ3&O(L(6(=83Y_ BH1A-Z"^:1\2FC?< M;_RB'8W('9W1NCU=WY#NHU^^SWG\E@6_QU%TD_.*@B]W03%A'KH$.4->S03C M)-=;R'I^O"45[@4("0?B551%2+A,U @ASA\V7)$JZ"SH3GA,WL(\@;B*@C51 MNRZ]7UL#,5T'>)5-DH83?&4V]/O=Y152FQEDK"#[Y=>792GCN*I3TE]E5%:* M2=^DAJ\IP9R8JX6(=FU8QGR$DS=JN*+S,6HCDCKG4^?>8JDP4@_([@=33KE0 M=L#%ZY$N3[9F?[/4GMY=I7X+6UP+*_&I+2=+X6DT#=/L*&YZV?QB_MK=V^R6 MSWSY[:(^RQ41Y;.J*?I,.Y@F(-:+G3'-:]X;6LCKD")1;%*AHPCG(R?KL9OX M$9:^\G+?+[DP?07^M4BUN'V=N."_TU#-U M(=:%$7REAE^/?+IW9L>[_1L]3Z3LR16]Z5V_\>+F]P::XDLO>R6>=.Z']UZ6 M7;-J^:6]1V:P\J';86U=+_W^R4C\>Y?I.R8(Q57C5E0.Q+!,8!JZ4ODP0A+= M1VY"$BH!X==7:12U5]"U;CQ@L+9Y'FYG6N*)>&AOQF:(5D#H"(C6Q 6A>[/_S2,&2.MPL^.KWCJCU>T5-@] M]!S%UK8Q30H1H73/B\ZI]^:3#M!8HH"M'A">=+]J94=(?*CCT[1&ITNC4.#E MOLK.RJ""8)O>_@L$A!)&JSU_$Z%+MS%7(O9"SC*D^96W84?(^")$L+*HXWL) M59.15]?5:Q5#24"=1'WL^0SB7MB0^_ C0JAV-]P*QUU%3U*NH&N4TK.=N*.; MCI:4W?"YWSO<7Q)Q(OB*O=3^T).)IC^'TT^T-/&"-306]-4$OE4HHY\>S; M M$C0VCE_A:*%4$:C,I,">HU7+D0B+)FZ?S=NXH+ M*$XP/Z98#A@B1@WD>1TX*OO>!^]X"H?%6@8N$?XPOQ=Y])*FP4M/*I6T?+Q_ M=O;'#\XV5@M/IVH1]I:C5!$HW8XRD;M"C@*Z CD?>-\+::K/">4MD@,G^_"9 MVRK,&E'$ V1V/[WDA_ S\607?D .ZZ:A[)@56W 3G@"B+QJ=C\ M:CG@V"SDH!:<8FTYL'6M[#+B) (5T%#D"#0IJE";GQT^ C?[FZZ%KS9E":DTL8. MXD8;1_[O;KBEMJ&,M9#5Y,#(AGE A$@6!0X=PXWY0GS2ZT-8-65J_4];KHP/ M>!U:Z0 4*5+?B'-\<5;<(@>/_V992/)ECL3W\N M '\L9(]IR '[G][\-QX:Y]FQ3XD@49$#6=&X0=],P^RSI7/E0$LU[L[U<7/_ M2]?T4H7H_QT6,>%0)M8<".#V;J3VE&Z ?V-<#A537\&,SA+B ORT#,["IKL0 MRWM8RVU.9-N;T OPIP-]3"*L=$MX"DYJC,Z"U/MS)QE[^^K8PJ7);<&6W91 M=JS'7%"S\/L4+7G0"0DE)!-K9D='O!6?ME9M>@/Q1'EX+J>Y5W]#*14=3%?_ M$ TZJS9/B,+96>A8Q[(M'"N]IU+&.$+ < B^9YB)'$$B9$G4&U'P]YZT/F M-Z4.PXDPWL2*]G+ D9RO^FM=685FQ[PWY_/[7*9&;LHTN-> Y>1<:-:DRJ[ M2\KJ8.H(DQ1K>:JV[K"1T#>Y2I-YIK-J%9.).,.-0O-*W##.8^35=K,(R"\% MG[@U^8PK_8NAQJLAI*6H7Y!'A'N0.>M*1S^1\![IQSB_3 MI6AK64XGCI"@J#KE?#JPR0@_!975W-PGRH@H+B\6Z M 1P5IF4;ZND[$*CZQ:]\9<'[M*ATW0M7LX>?'1E.XVUOPW@#H7V!K] B'.+O MAL\? :M-* .9,]=',9--GJSW&:MN;UC%_:.I\(7@G?+BOIU?+WY9%T_]5;1< M#MQP1XUU9V1*TR"JXRT'X!$YX,U#S$CH/6=,E8@70;.0+2,S@GB-DDA<%03+ MNWE#UC@ !M[.R &V^^QQL/K1A70/'KKD=(-DG :O?<114%Y0#JY/;Y<#8,,L&'$X71 #@+O!_ M-EA/F,2M3+6Q;-:JVCK6&7UR--$H 42-K"E3.G 1E'DHR\L-#H^Q1@M=]E04N3L#'A<$Y2CW'R3K_/R_+SU^!' M_-2A-^;% )0_;S2Z>LA/\:WM65@T8%UK$$:%RNKXR?RY+%TDS^TP\5>HL8Z:R%M8H2YTV6'S M9\1MYVW*]63CMM" ^$+[-:5IIKN21;]-')G8-'+VC7ZKO>V2^K/!Y^=:NW5; M332>#0P-.*O;%!P:>%;-UEJK>_'6IN"S:A6;ZIJ,]PY5LP?"Q(NECJPFXGQ2 MU5;F1DAY[*'4W$ZZTQ$>W]'.(C'RW)"#$$]2 'W/$G"O8NL[0,$*Y)9HS=3G MX.J,M9U5YN^_V0=3QG#\Y3?( 55+9S/: 5X[DUB(M+77P'3=N-'FL9<#Q1!A M;!**JQV':-7\HEPN)IYZ2EFM*U=NPJ;7?NVY6ZIZM[2MI+I>Z5 Z8FEPB.0>7\5OI,6?N] M[@#K<=>)&;%R#M*^#[DC73K2KXE$"/EZ>.=+D /^381XWJ(2RD)GP>ZQ"NV! M)EJ4'%B&&9:^+,B+1P\*1OM>Q\635PX=,,N+6U=%9K283S04/M8FANU9(T;+#>S="@,Q/V3;1D M$QQRWLTJY3#XV=W=VA+,_6-(T<-QTK?+#SP^7EP>^/'\N?O.O'7K_UA39#83 MXW?3!WCV1/UMRGTE_7,JHQTATTM[O9:(9TOY0GXN;G44OYY*<6XU9AF!U34S MY74\:!>O[YP-AW!GLUXM305M2GT\/./M1B:CIFM9S:I73WUZ9?*6Y=7'?JL. M_CX/?%R&ZMOAW'9*]IPR=@1QD0-X<0M3":.G8X3JH"T4>J($W;6$1Z4U<9#$BC%H>.SFKB!4S4PQ8GK7^#W?\Z( MUK;%*SN+GW]Q2-EBJ6=\P\#>*/M3W>-K]Q>]?;O;9WF4RMP3D5N.GQ>>? U% M5"M?W_4R=Q*GH =2QZN\(>ISG."^X;$:\M$$T(^'K'%$EU+L99F8C5^YM;A3 MZDWWV'4#3A6RTG/HX6%B;=B_B=H>\IG2T/LU)RDFZ6Y9XHK2XJ*BD@332YX! MC.RH^4:[[^U,TG1,D@.US92!^Y0ID%+JB!GG-1"Q,ZL594G],W4;KA-KSF79 M1LYB:??9^Q:$IC_\<2;>"_J!;$ZQ^UB3E#;*)V*6 MJ!O25X $B,IJ(XQJRWGU;"*2)UR8ESGLSB=,-_5]MG:L@MT>/OI,[[)./^L0 M>IY.7^=1!OVU7VVI_[/&0XD0MIK8MXO$;W'7_@5=4C#%F$.#G*?&'-Z<- MC(:'-J;$'86^T5Y?G9LBNEPRWW:P!+Q> C[11K72L?TK<17"B:#(%W;$.+;6 M-)%T^SPP-QW53;_XJ!8/^/L39Y<%(WA34KN?&;)BP+_+"MS26K4LB/WZ^4&3 M-Y&U4.?%W<"^)VKC%8MA$E91*&FO^7E!+R"S[[NR!2 M(=D$K*:X2-)":GAJF.W\#GXO_\=;9O! U/ORGNV)QU_U_C#[,UF!*TSCE;(1 M6SF [0%1C4'L37 C5[;7ED"KJP0N<-3?$!?;SMW^"1180*5*9U-E+TY>3GW5 M_&N&\D&:F'_QP2@_X 7>X1_A=3?)@4T+;\HFL7HPGEU+^[&Z2@$7Y^X:WFS$ M$^[,@@K<3[WDS(Z3L%@_Q3^P5MQHN06CJT.XV KVWVHC_/T=^Y0I?WG/WP*Z_<-?_:<&'"ZI MZ,R]:U3>XG)-_67$FZYUYFC%&E.,/> 11VBS<6V,3603KBHH4H9+]B+?KSBI11-+GF5 M7WAP?#&Q+WA[$4+-92@+F^L2.0D9Y)9";![68KC@('0O."%C\R6B =._U59# MNYZ@CG :2B='=/5;_5(\_19A,>BB%N9Q07",MSK4G\TV/-!M$?V.ZI62)<#"\$ -IM2 MDOX*G#-2.L/3)IO29\@VR/%\K)E2$C?V52 '%C.>23P93!M1DG:=;EC\=+Z! MB3U4FJ/9H66].%-6+;LS)34PD5Q$]'*&6>L@7W;(9QN!X^4SQ7) ']T,FR0P M?:"9!JT+_<1G"?RZ*B4X+)GI+FK613@UX>_\RWJU*G%%1WAUX;D<"^UPWE7+ MQ!Z?RC_8.'Y3N#N_E-/+6SWS]_1F@MH1I$E_TGMQSGAKF&/QH1OJ;0TY1V9V M1Y]8XWOFB9ZKX[KWK>XOEA\*F>-HM#S93FY=" @R?-5TL6+L[J:=[X_/!,^![SY M&YF N$*-@N]/1:1%##4!/ZI"F\MTZ&S@B<2^-?UZ;<7;G!L\6CC[7NJFQQ=. M2?U6=12R/N>/ZEZ=_*.A-[?H\4B!3D=)Q)Z1T0)>6[%XWTY+M?WGEIN?4/*, M+]69$V>^''$+BMOR MZ/C]C>CB5,G RF4$9!=+X]RARW( )TH!E>G^8U/W;!7N(OH-6M?Q!I(XI5\[ M"S.>?'(0<&.4MCB\GXIQ9D8@;DD33:'&OFOKF*_#OQR+=/QAUZ) &SOR\U,1 M1PJTAX^8')__A=BC.% Z_X CFKCHDCLRW"U5PB7+F&F9B?<.U>OPJLNPUAAN M,F['7G.4?-+L0UDY7\ %KXZ4-EZ(?['MAJOCL=6*4R^;4K&+/-D$6,,VI_[X M)@=FBRE:DC"7;&PQ92'88D:!-AW ^X!>8-CV!640)U"^ M";IZXHL/R[70YL*HK(U& ASA#I\"FU!\J'\&F;SER@+(?;!<# M8(*C&'><)F92>SG0QK\3YEAEI2!#]OTG#OD@ ^IS\-9:OF"P?.CQ;S1T_E^K[< XM$4_ MXUQU_-AV[ACQ[XFC>(L3U6[$1HS9Z%+;WX\ICS4+D_=\ M@Y%UX['%IC3$N!%=NO8;?^_NO&CV&T>_&=V4G!MY/HCYAF;JFTWKI=P M)W0RY_#:\S!ULF,P8AR4X7J8C?C3DC_%&(.OM05@)G=2BSN%)Q1]T,* N!^? M?,_'H_T?"^H&)?>089WKG[QW75B5!#7ZBZ.^&8O.#@;MO6B2 &"WT?^/5"!! MX(@1MKO1$H@0->FM.T6-M2UT+O@.'@ ]L)7YTL,_C8Y% <49N8OS">9%[O!4 MJ=)F,NC;TX1>7VV#!R+S9"OH"0,;B&OVG7]MZPY3MQMP_XTS(50D4TL^86(Y MT-V$FD@'>WFU/,%S=5CCU9Y==G!>S&7]B84O3LP7*>=EO0?+? :OH%LD+SG( MS;S9'^#7R0/8#SF0UPOT_5->W%3PS)KI]];5O+FA7FIUAF;09W&9^);4@)YN M)@ 7C9(-$[U:;8_ ,]49BV%"K.U^I=3S <2K3+/"H=N?I].R!07'O/QFVBJ+ MN[7.NP0$'1P:1W:B6^3 =EP$7[W'RSDUX"K>2+*CB4M#Q)MV(S>AQAHRN2W$ M)8P*[TK*17A[ UF->V"KE%-;J?$ATL!==&%QUU1IFI/%Y[V:SB]U#K\/6'<@ M5,+OL#M2]1Z%Y'6L#JHBED0\&)3)\\1.U5+^D5?S'JU\FT M%)EYVK5BBL/$1;PSM/G,+6VLY=XHI=TRP&N3)*ZC:NN1'B1?PH")M_HPK)DZ:CU&?)&K(=L!C7DB,*0L[GH$6C\%5MYR' % MD@KK"942B0DL=>2<%U4$)H9LMKTDY"QUS'[_$'5%V(_0K>54@M7=W$3PBEM: M@%]LQ^71&7X1<6SP$8.S!R[-@2@"O 2N%9,T_:NVM**N%P67=*9EE(;;7[_= M>1A@:!I]Z(9+>\!L[,-LO][*ACR+%%Q8S@SK>A?I-3ZB2]*OSX23:FD P[]^ MJGDAXKR[)638TLSW<$JM8[+(I3C],&S(C1 2%HVT]?4>=5A:GE')]0]/*WO, MWUT0^M"_-^9[UL5UW>X;W];TK.+=XG_8:]7UIL>X\^ZL3=]._SXY4'9)O%0. M> 45Y*9UEGV^> YLMI8#551D_U<V6Y@DFZ"3H)2O,AB#(]R)G%?.IZ*:>)/?QGG^/NUVS/7#7\.[!=I2[GT\NK+S;E3U6:UQ\_UG+_WB-;*_ZDCA MJ6M?G?2S&LZM_\U/\43"ZLPY^$7XEHJI9DFI3-M*V0.^(/TR&$"(9BV$'6OP MQ%SK?D+\+Z6+4LHRY;FE0+>Y-A"A,20JCZ 9B1["ZF M$;"U.XEIN2 -,X O/(P8D&T,X"\9VN#XG/?@XOT)E0.I6]MSQ M*22Y>Z(+=O]*0IJ-I2WB[4;<<%@4B'0NXL4PE9#-\*D6%M7 MZWB4(!2(I#;QE!,\G\_V#;?+QEJE%']P"=F8H2PBUIF.1X,$<]M@.$#@VG#K M(M0L=$^@U6YE=#'I Z;B)6VU.SML3;G>C]/+=^7<&^X]S7[8][S#HI+D_.1% M6;LX!N+!-*^9M/PWH]UE;UYZA5-@XYH9?S2MT_IOP6:%Q3>M+P_JE2QCGY% M9%A$U&+8U,P2KH7XMEH$4NO[-;HKG.CW[+/00Y#259C20%$*Y1H@RX<]ON4_ M]/3K#:OC* 9LW728\9(*]5>>O\]'/.NU;A_MM;YJ=CINV /1D^R7I5<9H4N0 MRY<>(=W[H(CF&#*1:0*'O6)?23?4ZRQQ[:--WTA.S*SBEP*1(3>B?"2@[L?DH,I8$!)TAC13G1Z9/X M&=4/+ZOYP:)^?+WE@QCS7=97]F=K:Q@N>.))__>%225?#&@!PS.FF'61.' & M3.) 9Y71+-RVXCSO*[#&N'AENF(NEAB..&@?NT>MCE/&'3L+%TEVE2.7!<8Q^IDXMZ+U*T>] M\E^WS#^%X9HE5,/I?WB%%A%)TN:C/X84D5-<)P>F MET7QTHE(% ;.[HZ)PXP<9N0 .1RKD@.GN)%5)C*\P_1I[AF5^$;7DW7@"B* M+4:L!;^2-]YQ[ K18>XG7K&H:T\_FKK3Q?&0R\KQFHMY5*\]J&?J$Z_W,_'* M'8?<%MH>&170I(.>^))&81!3,Y,#\YBP-;ID4S4'J*!9OR(M8%XBZE=08;7: MQ&.<1=/<.!"ZQE$89BWI>-_S@KP4IG>"):!@S<1.0Y?X8JD*: 46!UY3E,PF M8$M!H84!B-WH$_!0IX@ .?#G5R*LNY"'GY,8XF/&5;@G^W NDE(^8AH'?> * MFQGG_TL!<-I>F^+MK$7K9SV?.>#UF%.&*//.A3 [4MRA-:Z)C8/5)W/J_S,#;C2@GYE%D"_0LN(== M2S&DUO-BRGA+NH]2$\J[:ZLS$RDZHU6+MUI_I CFP_0.Y[L:4GLQW[^X3\(M MBKA5P;64 X:4?Y," (9VN$^LD0)@=2OVBZR<=P:,!)_]"CYUC*W2H302ES4) M5L("1%S >,PX59\5H-O=UQS'$QSQH_5FXL<5P<'-7F_7YDF4;_&#A>_[D>>P M+S<&'+^+FX#$?]Q+:;AN&N+*)@OD !R*)K$^@5"H23QX G_;N.2*[*:Q+-[6 M$M;$%)G.W54&ULF.C04!M4;URO8IF^5 20/>:*GR/+ WVC83ZW@EP>CC8Y^V MV +@L1!W*!MOHS-'YGA@3?M9 M;PQUD-4S1'4F"&MC&A>0-P4,:#EDEI0SW$9Y @IH#%J8A-.+\DKE@#_AV9G/ M$OK,\>V4O-GV5O#+IOMRX.->O'/>H4 M)]"0P:]G;8I8 _KJC=:W$^MUI['GO8P*'+C5@9*GIX*3GKR06O(RC":9\647 M ^K .FV<%MIVKJ/ NB3>C\D6Y58B=#H/O0V*\:E\"1!>1ZYE\:9236X#"3$J M0Y<$'_U'':U%.J%:*B+.1,/8(NTZHAHRX7)Z4O ]'_I10<9TH&]9 D'NRFMD M,]A7PU7*@?3!V% 4#9'B9G&GN::[CEXSCS8<=UA1F2(*Z(X\ATU#?022, ME)39,LU>["P(Z> 6C[;G.V8Y/1Q>DV]!ZQ&2GI;F':_XU5,\?Y\BFB@'_DVR MT!O:<#.^C1Q\:B/<%DJWTI+YLSX(C98&PO-P8$W=4".@NQ+',>:TC(1WT6MY M QFLY?ABC[/>/&$U65&TF-O@>_V$!,,M2)IM8-C 9\]7;>EP07KL.OXNW05D M(WCCE7:>0.^(&S(24Y@TNJ;TRO8%D<2\CK]2S>0HIAHC#6-D8RI%4GU&NZ0T M7<".P3:81*,GHUA6@,AFJC,(JF;UO03B5I5&J@53G)/U&56:N#4*Y6'F MD90K_'__0U#P$0'50 MV*I5-+W1\%7/9K@6_=;0C;;D/T..GUF^F*^6]9O/Y/()"478C-J!%)GQ#AQ2 MB^])Y0!G&P!J4-3!+_<09:R1IHHKB:2&]VGC)$;^#HY6\&9UN(*F6@YTNK(Q M#K7/',41/T_E27F@QI&VZ5 "&VA+0DFJU,%OK$8<:1?QT6QOJQ7PLGS< X5LN,S MEG;$YB_H-Z@,>)WZ:\"A9,^3ZI_>M3VF%7W\)P;D?IO$5#OQ$IT8X4"NA%ZV MLRP7+\0 ^+ M5G?&LH\=(VA>C&RY2%C8DTV="%/&.$0VBQ^P?H%.=(ZK2C< M=16OZK%NK9IWFU_>:39=I'P+K,/K!W*ASJ[@E(9ABXG*E!_3[MW@DS)4WTNJ M 5;;@73.'-9;CA)K&=;6KX?$P:I-#=JSYD]AO1K^0@O^_#[[ 8[R:(95I_N! M2FB\KGG)2,N;LSE^VFD2PUTW?DNA-04N'9]K/MF(Y,N!130<74Z+GN#0\\-5 M>K"9%@Y6;\+EJ-?,$5-Y(SV);I05GN&=B3 1?FZL3;)NG#W'4!T!UZ M6<0%&*FO"DR16,I5EE%*DW0#HP\XV7^O@TZ4Q T=NGP*P1WZ/]?])\3J> MV O?#,:J8YJTK8>%GXL\;9B-*B_U&L[^*3*R4"AR +6(Q434H%M(B,3%#+-& M%P9_-*EEF01'4[2QE@RI5E!IA MBZBJ>@?/XVH?UQ=[CU1HRQN;# K4$Z\XS,L.H"&[F5/2BRWJW/??9#&A=J$S M>YM)XG7'&]#@3^3O%R83@*Z?WW?G_?)+1Z3*@N?*65N6*6]>MFV"7KQ/>>(7 MJ2/V!H3V5@9+KB!)%T7!?<&2C#8F54#I316--[RI6,B!=HN)HO'8"B/XO+#[ M:N@+;/GP)-,!UAYS@A=2DU@:;>-!_>W5#T4T300GH/!#X;LN%S"< K];%)CL MBYM-E>$<^DP."'8R=72)"=-L@Z%L05Q4^FZX++[*L(=IW(UZY:Z*/E5*7M'% MTJ17:4/DNSA]=Q9<"0MC*3V!:%?&T T62??[D+#="3UGLM C.*K*&&H-+#-$ M)*AD=0M)XH]=6XFO."I. [0X'D!>PNKWMD2()T6DA4PJ?"%+>)BU N%(K) ; M Y8NIL+FR&D;'H'1U;6=KX6#CZ6,V(E(<_S%@D2>)N)<1\L'G[Q+LAX[*#7^ M%2-W8&N+^47I-3J>PJ"R/,:=W5U5RW68FO=?V](>TUF6'=-.1SRP M$XH]]\&;7Z:Y=P=1BON_;7Z-&H30+UYZM-]C1++GK=0LV,?7^ >W*FEZ1,A/ MF^CLX7"-_R52R;F^UP,-)"4UCW?W5-:VG*A=)W[-]*8\\.A#"(R(]W!W !1KI%U M4"^H*B]8-)[$VH@D"0A7-J ;D;@!2@++3/:HRF*XFZ+(LO!_YNW%B&[8BG%R MG1_1&%[H>:6;PB3K7Z$,[J/A)EA4KSNVX#&(R #:O0>@_S!E2JN-!_G@;K5Q".ML X?,I M8:^BNB;:AO+JQGL7/2\MCQK(#%9%5_8>M3>ZN<"N^HQB=')L).7RH]7W(BF? M- 1Y:"HAAB-Q9NF!(X3,;KKW1:C=M2VNEA"3.5)^V$@05GO,KN/QY;D,([NY MBWQ?+X?LONB**24AG%DU.@W9^%0.B*84L B<6R^ZHW<;QP+EP.D2W.>-?(,_ M@_J=LJNX>_@29M5-*>&-!765677OX3WK+WW-/A=0:J#[Q;N0=[Z4(Y1I>O2:;-1C!I>US/>&WM,79:V&1QX1GEB M4>2DO\&DP>;>Q/L5#KH$Q,[VV,:)W6\3-EU..[9Q.WD>6CSO5%L\]^$)OLN4 D3N!"TW45R=]'N3.05;_>L-) M_RE/3!(U.*T(3;$^N*U*QWC'ZY%+&U,()[<3?^^4;0*K\NILGG%7%3G,&ZK9P'>_Z(8TRC> M?E:W\B9B>4DTR1&*+RC;V\_+)/XE,$@&H9!M&.>L')@;A+1K5F4=/[L&:93: M+EZJ75KT>@R4'0,+70 P77/I_NU$L8-4"WR3CC52)'1>D2_V M$)S;W=8YP1_S?$2G2Y=AC?ZSN7\D\YZ!8Y\>)SWHR3]^?M-GV-V;@=P].ZVG, [JR-\R#<=O6\OFI'=XEZ3 ]._H9K<*7_N)'ZZ MT61S,S'>BO")WM^$_3UZ$FLX)>Y%AFF(F1Q0BQYXJFKHZ[!NN_'J+FS)A<:EA>)(E.N]2A'0#:HED#7@&1VZ=5Y4(FQZ5I6!: MK+8,=B;2!"7:0_RQ?*&+FI [5HE7^/ =057EI2SF2=@A@RTD MSF%P,%7]VW(@83R$A#BSEGOG%H@X5UCSGD,/(,UG2+=W>6JM[IG;!7G3+M*U M]/-#8!%A;#S;RT[P,N"NZ0"O]HY* :H7"O5+:]8[!0J2R$;:L226NE^5/N(0 MFK6JI=RGL48.$(8R%-(Z=O5KMJ^;.A^@>@/1PV;X85:W?UB"KA&ARC )PO:H MS-K\O)_]WDSYFNW&D0K&UP'%G]]N&;RQ5?C4G<0\B'"XS,U(C-0*6J!=^WS9+T9=0]U+9KU]^^:V:1V)R]YM>A2 M_HT%%X3"X5;7PJ!Y%>O[K@YNW&,FB 6P0_OOU6\KR.GBEWAX?#[SQNY\H/JK M'1\_[?N5_:142?C\@]+YR[3EV =.R36.8<7Y0N0$"#@(S#0.0I1X\CHF$9Y+ M7A,1/MG 7\ T@WD-/ 7+)/OZOHIP&U6$^KY2"GF"/%9A@E[>Z8VIG0*2>=B_R;R%,_T62 MUXV)?TIR;->'M@[>3TG>4EH2]>DY#9?DM?JUNEJJ3J_.7$Y-SN65;/WWM;Y8 M 579[[!4 >OGJ5L4K$;7(QY[;^:DL+295L9WK5ZG4*,LECBM6I!"-; L&W.$^VK +GO4//*@1 MUDF#7$G)(%"U"FONWXIH"+8I"VC52?:"[G@SLADCN\&;V!DT_9(7;[@2/AJV M]5>R#D2X9E9H49T78/6DN-O=S5WMHCZ<>#K>N!DQPELE%EB]AS)4Q&J@(.?( M^.9.WL@DO"<@UI+-W_#Y7F.O6EV6GM\I!Y9]CZZWH*\+H@CFPI=K&U<\6_]: M><']4XJT43O9S9\:9?)3HP)Q%EO&%6IC*A=Q6F[!/E.>4L0_I!NP3LI2;#6K MJ7RP=AR7XCOUWJO;F.HB=GQY7F)P\0];2ZY?C0&!VD5>.J3KT\GO#=VMWWCQ M\>&=OQRA?3#/UY,#9RT4[/^VN;0O>$LY[VTR[DBX1&C?'UG)FT]0>VF-"3<< M=.MU5V?P56]D'G(PN+E=L8W7S>*]9F-J=^7 &N;/.\OD0,\[QJ0<<.QK4?YJ M\"]F8='1?YB%C]\#!UZP,9T\D?1BV*)&VTOI]FU69>EKRX-H@LVOQQS 3?^N MY\!=1-S?-R+[;RMV'\I4)?9X4&5S0KBHUD=<+F M*E7KZV*QHS_P%C4Z&_RJ#NKRQIZQ/LB!V;N5 )A6^0\SL4:J-1SNB1?6TSYR M>JY-V1A':KW)AMYUYMU[B%:]\M:MS'7OZE+>.1FG.!EWM_'^NI8?(LDZ.9!* MDB6#8^W@Z6;9 4R%F_/@/TT#_P\PR7\@1,%'N@>U[S%/># ';/Q 0>? M@>VJ*;EEZ:\S=$J_3YQ.]GK1,&[6*1E4UFG8%,VVWT[\QWWV\^:[4G\ZAYVN M.ZD_G<.AG?L>)/!PYZ#I>FB>ZSX _XL_N-<#I-C/3R0'6M=4;6-&("*XGA*< M2/OY"YNO" _>)*R&FM%-H=^>].O3XEF;NBJ\0QP[#XJL,LHYDLU=Y%>]U]O' MW"9_?GJF=>$>;:5M)%B=?GY1'5CM$#C_J):1Q*OR%[O-\^*1KS]O#SQ8#S#W MX_!E>O;]A(1]%3GG?4GE6])8L,CDT(NH-2W6J#DAZM5ZIQL=ZQ=L/[91P6CS M*EYKFAF%&N60IDZN43EHXQ/UMDO'?7ETZ>Y[[D>C[&H71-D)>7=!Q(B/XF F MH4O")/'P>&.C[%$6,F0;!IT\@NRITF0/?&ZLS6U$';.&R!O;^#M@3AQ*$6U; MN-NCWX70H*N5*BS0W:VS(%!M>*LL(SNOPD5G=6O)BQU7'LX]Z](2HJY<4VYX M0\!6'?(@Q=IN$HBWMN^"Y$ L:IUSV,_;L,4B@JQ9]J3-8IO&GK+B=HNDM36? ME_0W[FT7!XZ)E^^,[5\FFP MH>:3SJDDZYK9HZRET-[TT+/WWQ<&>#QND5V\% Q2;DK,J%+KXZ %WB'VT7Z\ MBOFXX=S;%1_M]7.=OU=+[[T@SDH MO\PGOQ^A'(V=W->>VXK::_Z9@G?#([_Y;]V5G_?IR%XW8?^,2U7)7:.,WD/> M$\F?RYG3O \S/,\X=P0M1LU.JDDI/^_.Q6$FV):#D]!;2M'T^*PN =/HQ95& MOZ!WM>)_SQ!L/3@PD1^X@Q!-?+*ALC/Y?@%L(XE>G"<)S&&GU-;P5%,R,U0HH/9,-Q/E,HP=,39A= M3UV$Y-(2?YI<"S7G48J^7Y52>_$?4UN8&P;&ES6=/QML'1O4N! MAXKOZ9M&.-V8[3&=+9<#\62<2N[SISPH)XGH9KX6Y])BE=4-X3@&A09]P];P"_FIS"#&R6_MBHT_I-7/1 MFP;JJI>4,=DE+#8:?U62CO=;:RGSZ=9D(A0Q#CR#8(L5H.&-H:22GH+B1_0&;34+7T]J!SFQQX@IH6T(:\C;L.-._N7/>] MN/K1Q\8%;HL+X:M7X*8_OI=839F+M?,6,C5/PHZ")YVXHRV#@:L+WY>^KSLIO"89$9RL'?$2GN_)Y\^,0\9E)]7Q;ZU#!#5]8ZU2'Y5W?^MME\=]9F] CG$:/;G8)9PE#N3Y:&%LF MA6FA9' >8P+['@%6Z])BS2JV" +NDFK#>JM2'ZB%]>2,W+XI MZ7WO-_LC,\*6(SC%L^'5OD/&:XD&9)*_H;7L3]9*KP!>L1EWK%&82)R#JG=: M)KF!/0V>GS=)"KK)MJ@7HB$DJ:.L5@OQ,D9>0]IL\#6FY4"S*B6!M< ZMD+/ M-S2?CIDEZ\D,QP^4/9%1L.9NWI ?!:'20?101XWJ'F#$]Y?<<& P*J9J;O MJ?/S\*5UI+^6HBF:S!MX_L8"A-QIR&K;,&VB_RT*/=A0Q=SV#S$ZJ-'W%8V_ MFHP;CK,J^WMYW0G_5V:Q37$BF9?3C%A,Z#W$$?1XUO](/Y[<>SFPH!/^4=4J MV1W,LLL:ULN>,%=M"$NV]CTG6L&[O16[Q1MH)_QP#KKS\S>+TNUR8)CMB$.K MY"];Q?[;FB\D #7_VPVHBI ] $^QK_!*PZK?!_R7XKX\*JGU?Y=&*P=R2%,3 M*BLK4TXYE1HTG#(SH^&DJ2FGXS$'0DZ#0HJ0.6O*.5GZS8Z26E*943EPYD@Y>^O[ONNN>W[KIWK7OONO>/_=^&=]C/YWF?9\/[ MO$,&$PYL=*9LJ??>AU"BT(:?-J^G<4OL-&,9P?MBH&DZ\0?;XZ3MONBMS\ M>:(C')-DK04R,G5KX9V6/F+ZHDZL%XV@]YQRY(3ITFK4FC=56.>V>]$5 <_JLGJI M>X/?AP9+!PT3*RNIOWX^RQ]*(P"[_/T$##,XDDUUE">I4G1&[H_X5HTGB!H? MVI%; KY1X&YN0T,O&WS]E&]MG)&QI::?A#M2]/E(3V2Z(+;X7N;DKTE8\&=- MM;PPPXV1)JN3Y<"A; ]1$WGH-FOV4'T">J0LJ4R ,1UAF%;)>R9UCE&LY7$LXT':WK?*9T!3 M12;O9=*IV%XUA9$0,%)1.=B0G>\74'\A>J 24\#E/JBMBN>7XA'4M>)FO9A M7X$7<4210Q@#R+X%NP*P*ZXKC+P?$@S9"WBH[AKFDG[I**6P,#"AN :+JNXN MY_;$/GKTB#QT&KCET/ M2G(?O;H^F3^9_P/_'^MR^7]>DP?*?G_UGSABXS]PSHVZ;?1__89-@?Z2FS<8 M\DV&?R4_FS)V^NE7Y9;60YOS[I2D;.!NO(T4SB&@C1VMF)Q9OH"C7ZU;[N#0 M,%H1NH,?@]0O/R;@_C\XNG8; =5Q: [Q7"RI54E]?"5;&GW*1E$[ZK1_QK%, MJ2&M.@04ZJ2D7E RLU2QWEZ5=IN[]^0+;?#=:)0KRXKF"SW1.(WP#>B>L$\O MUF'L_A!YU7!\F%T)>1G-&_!I)BRE[0:0>3Q7W1N");Q"WM9FB#,?(YAY6THC MQT%]P^D\SYJ>JYRL2[3 AZ8.)6^^?[!]5ECLF4I^]3[ M:&DJ)<"E+19NO:_90>^0?LZ9T*T>U6.8OF(4ZUTC88G =C+M.-6682C MW+>R,)O1H UETNJ8NOBB_+#&B1V\NBO#W&*S[99C;W%%7+P7L0K6H7RZI!.1 MW?LU2TZ1Y'-!19_6I M&%R@9YCE<#BH\9?P7*34O.G;73J;0>A6&- %X_ I@V;5&2W!/NGTE1"1T.7, MN=NC4G9_?QO]<#J*[>M6ME^C>?]ESV%>)- MP*>%GXXSJ@!/B 7,#/I2P%B<%S?2>%RYHQ$M+[87/(4JA1>:7CT=\QP;B:\3 M'VET"9,=3C\K6CB;7KZS\:C_O<$F\26??5I&0/_'LH,O'!IT]9@.QFM5P-%] M%HC_>LU;))/J7E"T)4Z'2]5^Y>PJS>$"XWN7S)+2X@QJ?9VO-3^"_TA0/WEQ ML: B@)OG>V4-=%SIUB'\$62,&^!$:*/APA(/O;8Z&^3683H +P?8(B::A@78 MJ?U#.#%C43!1VI')\5XEY:?6W(^;0]A170[TQF$LQ.71N-BW 43BS:EVEZ.- MCS4O_[2^OOSA\Q\$B -&.Y?8^?06Q4>KH[7MN*[FSF\5O.GPKV*U;X9(AX+> M@LSG.E2]MLP!,F>/H-S!L-IRW9L2TQI@E&JHO@'R)YS 0.'@6D#<8AS0+:AW M*\SRGJ= +B*:0LRA"4.$J=(C7H6[EO"5-/O)WVR M6MGMM*@OY\S@F<51\08#J?;QBJKN5<,%9Y89;EWB?F_=[Y77?KL]9;UNZ-RU MZ)KZ]7TALW!AQ*]V(2I=@%X"P),_SR'(Z%DK^'O:GGZ\'U[BN$RMH>[[]G// M.<27B']':?2+=7JQL((Q5,SXMHTYH9Q#[-'K<@.L%(PE*3?>!CK62U'_'F>O>18>9O? MAH.@2PI9&GV'KH\/X/)H.RJI/D)IV W%SD2!!Z5DE:3JU\<2U\I0LJ ^_695 M] ^CLQQ6D4)#L-X'VH<][H&/*PXTVBN,<;O>TK84G;CF5T882)*4ZUXQ MEL$X9:B5PC(')YSP$'EZ)&/1L$MB)2,79[F8I< OI#G5@8LXEZ?PJZ)R%>I. M^#?7E? )Q:9C,T)U<+%V>K**S"B#(5L'I4L)^?&,<>9YA#[I^HSXZ*$Z"0($?X MUS$E?A8Q3+ ;H7XY/]<9ZP;9RL49V$U4HK!H M\["T#\C(5D+^\5@4D?7SFT:_TC%/@VQOMWIC0LNL+L?N*Z\RG"8>[O@G0D_Q M6V1I*$-HA[Q!9@BME858%G&SXO@VU)R38&!VHUZMKZ16MZ+LB>0)C@6UH37, MN:>6:49EGFKD/NYVE2<^B'&IK?OCSHBG?UGS:79POWBX1S;,TSCJ/+@%LU>Z M9_E3K]#_;-'G'_50-;II7HJVD3%,^!YX*9E#Y&_4#>*F,-__T;-P; [QXL9_ M1-K\LP[G$#\@H2UXV%RFGH:X[7/L.MA5VWV'"*&8PL9MK)JK'+=9,NH M7 %ZGF[=V" :7)Q+\=X@.=[E5HP62&;#RB-^LZCQ< \L7+Y=\]1L"7H4F_G% M4VQ3W?#XIQ^/O1Y/V'QO837J^7Q_ZAPB2[=YK,1*6ZI#T)#Y E/?4IC\AN=* M:%,&@JMZZPO3XEBIGK@TM\YR3,KAJR,/@HA22M959A4NR_5S-[O&[ZVG$-\R^<,8W3&M[[W_BRKKTVWC,R& M?: 1S7IZ%V,9;0FK>J9U8A$B@XDQNO6=-<6N8:-F MHG7Q!7RB9I^@&:_*TN8P8>\TIV+T)2K[3!O3:JB9"$C=ZVPXQ,HL^ M9T^S#!DQ06[JY#NTHX4A "'M5@MO_5O2*ZNMN2B!D&=7()ITGBHFGM08O]K[ M>2=#MVSKPRC^0KHAC= (^=X68/*P1C!)6TIWH)(#H*>S<857=#:Z#KY9HRW0 M+9[%"SJ6OZ=N80LYF9+ DNW=TWRCJ/J2PJ';_A/_8<_R^Z<5HO\G9OL&#\#%4; M%I=K5I^F)$V43S1&\CQG;D/)K]\/8[=X[3KQ^G=V3-ZN4X/ O'67MUM7O?R^ MD?P?;1W]1SN._PXO^4=;U__3A/X[0.6?(T;_8[3_3E#YGU?K_Y]>!#C%A<=Y M[M8R.5+R@.Z/I(JJI@>D8[+&ZZ?^#HQW9_]]_H.)2U%OV7][.?S]R@@5$KB;/=->G+UD&_AK;"DV\__LJM2P\J_B7/U_I(9N?[!ZS+ M6'?:SR!%:,OJ^RQD/&6*_^9TZ"&<$)B,1<$>@#CEHD;#R E;UZ6SAUR.06*% M+"N!G>N-VU!=3C.&7 #D(2@W3L&'?"9H3@\<7>S$9<4#",X%$(K9\'=LO7R_36Q[V7A:'DH1+H]1CR@,!]R17<$@)UU6/=."3Z5O M L57=6@HC&1.@%*V?#Y50&((@UM9%>]"H6H1"L<'5%>F2)$_\;MHB^0[?<0Z M#Y"95XLTI&([?#J=X4"%/SZ@J/V.QB8X89\V=UI]?W[.Q&'Q(>;AXN*I-F'U M)3?+ALL_/F4Y!_VZ.VK#9H2IX_G#7Q891L@([;5C$1&4RL=Q]/JDMLG>R=:) M%1_TE!3R/3&UQ"*_-9<+6#4SXU\5*C.: M,\!)USE##8$]NJW#/+M>&!E'9E-Y.Q?JR_L7G@?6&-#C%_:Y(,]T)(&2'G+*1V?=T+[K]_GXH4SOX:_(OLG8!\D5',2^SO'5B@0W]\/]N:_6U! MD+:2$5EL*!]'FZNPZVGX6RT2PG*Z _Q#;]H MUU2HE\"3D$VC*$AA24B!C2K/V_<4_$J:?/Y4\C$,E[D&QV.A@0QPAVZE=1$16'.--_"1WZ+N:*OX\X[ MB'L4>,0/CQAB+:7Y]5QD+H5>=@A<(**(Y]*ELX7T7GH0V]-H*!_P.0;&<5/A MT-)1_KM)YPW9LN)"-5M;ECVK_MX\.T!MR.P1!JX/O;"ZK* M>!30IY69&F8$W9L!U>6 M-:00"V90RX']3T"'(X#/U2U8]$C)IMZ+#1R+0>J%HRGXW.*'/,GS$7XM?WR@ MDN8)XD2)F&R^:6@E8!C/)9P7:\$>&];0LO60MU,RF>CH6'U/B3&!'1;%C>MZSXZ[:C=HCG-[XZC*'LQ4FV&EL;/NDZR+M9O$K": =K<:IT#05PS,19C M,"@^9O!7^:RFF*4HF@Y C@'X+]&SKK/Y5*9 ZI'3B*N" H7QYV-0:!!U\U(Y M,< TQJ8BW^G338;Y;@H)=;]4%EWT^L\OPE>5E^[&N'L YCSIJ#7BW->!.<3X MU[AP,%)]"B1?=M,N:&$9X\YHD4KWU,%Y;R]R5E(%(I1]'20N'0FV^QK-6%[+ M1[5?N.-^I=[I[O2?)6N[O"/.4BORBMD>XP%E3I)2]4 MJ0Q,;KP$&HI^IZT%PIKN^P#QRA:I,P>X-43(H&\2#-U:>M')4=Q.O@,?!)%Y M= >\0K6*RO:)HMDOSJWPN$*S&B(CI:'-E2.Z10_HSWGV8.1X%ZW1-4Q?(-8;S_E1/P<0FX@^&QF$(;HX1'R67)4_LS-/MHYI(I*8BC08]- M,M2+#R_F*ZKSD^<0YB5X-EP?=]M8ZOC!D27EJ"G5/=CU(X5H"]Z:];*6OVI] M).X067RMGUI&,E2X%P/DT&Z=^:"/?$,-U%P9Q;".*[:2FU3=A7?<$GH4,,SB MJNQ;.DP;>T@W-026[&#L$ .2?V(L-B[\/H8![+,G]+?>A(*A(* M'Y8Z-F/-: %0-/A2)BSD&\%$$!G^1ZX\U=OT&5YOJ?Y]#D"QS_B7@]9[F1O^"\'SIF &NJT>F-'HH M,"LA3JOTH606T0HKS!L)L5T'$_H",/ MMJ\\%9.SN#9VHXZ/?X6LV\A97*A@7'[=!#);BLX\ QG"02?(T"-Y0K<.PK?0 MS<".3)HO$2/S8SW98Y2PO>3FY M,9Z^@MK1++.A+;@-^T,,!3/3JL14/PVP36AK _D1%7_" [42=*\>FH@WE"&A M?)_NN&)L"-(42@SLSFRHSHK%OE!7[B]YG9B8M6OGE>P/W7OXNNYB0BBXO7M1 M6N4N91!^*Z==]*[^&+W]T]F0TV=^LECZ[!;1)=;P%;P/=$BE6U =A.CE\"4E MQFH$90'T6&Z+"8SGVI1P[^$O5,9(&1E33NC];VK\]9X@6 +O5N!,8V9],FA> MMX?5'D45M8]&Z^-OAI.<1#W$7:B[^V@YX9KC]([@/#;0L8\+E8)+W?#9DOSH MHA7%L@QO2H1#NENFSGX4O?B7-SS')DFJ(F-(Q[U'B^AR8Z1Z[K\%VN!-.BII M![IJT88C+8K1KD";X,().\#/'Y!EP?@YQ%*)*/2PK(5E&X?K:U7M>=-H"UJ= M!%]7@QR?KC6@9?D0W@!:W-'=O[RX^R2;7!WC2?I8^][/^X?W^Y]F3JY) MOWAM75?M&TYN;X5SKST8F%;#MXM"(R/!#;7R]G!AD7O^I7#U6+71OCD$QU\PJU%K.MCW.#)M.\2'\+%3UFY\JZ;6Y/E.'V\,IPS+;Y^^3&*(P@V,]5R9_T<' M[LM(+Q,B-_PVA\C0J#VB'N$/O>'T'ZXF'0\%/6,V+"W6;K_OB=YB MN':D8TW>PA3%3BN!1&H@F+!J99E-%[O(9U+CR"MC;/85\!5C!5T/(QA/">TQ MY+*!\8;DJ9TKP(>XVHYQY:4**O-XEVX#[8C$5J#; G1<&:\)-6AFF4XS+&B[ M>N%H!=*:&MAB3D,#[:R4.[UT9ZJ>&=9 9-#>K\O[Q)"C/UE0:$;;"=[H'CT7 M/;MJ)K<3(JCSM2R8J,3-AY!ZE]EX7&$7J0A,\]ZJ1"[6@XN3?0>@WX]0,A81 M]7[)NO04=1!O+)*3T&+Z9NB"G&%._;H72GHX&H_:V@@\2GX0D^&3=3I[$_,K MMR,QH?^(GJXZ]HXF./ZK\(^/Z[S. M3L(Z(JX6,SXAEYG"_D!= WBA->%P*<#T!0NJE(9C[0ZMT?(7_7)A"9(+9=VF M>@A?R",[L:NAMN<)&4+,_*C!S0#YBBJ.;SI2-)-3$XK48$G'_-I"/',U)^FO MG^"''$-8V6C3AX]TJP<'HNO4@3HK<+I8EAQGB,E^3%OZK!IJ)^-2;^B,#K-L M)^VA_3F@O<[T(TME[@ >&&E M*E-*26D,5][2R%)EIG&X5-U.;L]J$)D1T=E(*?]^_I>;[L;",/LW%^_'Y9B6 M0ES!C)J^ILN^"5!7&L^^N#-:V+G_2]XG_PVS7XWZW MPBN>'G:^67IMR8PG]]J1UL$8ULUYS>4ZM H)D?\:^1\EZ0,$:>1Q2' 77@4N MH"T"7I!??EN0OV-G7>!DCJ)D!S2%+;O]-%Q+*$7D]4A=135LYFTZ*JQ>MT?V*S[59*Q-(OX+]<*7SN/329\FZY_@WO! MX3,$AP=J<1O(C;::7:'P(E#6HF'VS2@7%Y?32-H:1@SIN$()A9^$ULTA+%UE M?8&*S[EZ16&FP&=0/!A69VO\'4Y!W>5C-ICF">+)')$[;R.DE_PZ#XG35-"T M/T9 ^4)_,*SN#0AVSPFO&!Z1#VP3[^_:'\$I8G_C.\0.SW^$0E*]@I<]:"3KF40W$V!\ E5!FT3;$R;.1M&CX\Z0T M?X#RO%+OT8C'J;/=\JD2',A,?KBE$0\>VWX6:\IH\:L8(]V'' 0E6T&'G/&' MC]Q(:)_^Z28+!D$RBI9,?WX'OX+" ;R"< 470S(46LJ6NA4;R@T$K-PYA!TN M6F9"3(@O'XH:5WF[@'O5>Z#3@./S.<0\;[?;(5#MM!\C$VL!NM]05&&./^XA MUP-L,07]3 MZ">(#M1Z:RT_QM)>VD1]RM?>6:6$DB(%]UZL;;@ MR^A)HW1KY\AKYEN=MF9]/'/UI?!:EX5]HIGOV6N^#WJ.[D(;P[% )!.[F=Y) M7P049F*M(,78D$<*[(3,:713&D"VHBT#CX.]&8.3\#D6*E*-.&D1&\_J',2@HCM'=.:V_0MP\7,N;3 M@M!"N_ A&6Q.49\'.@2Y+L(YA.&C.(9%J$YL56?%L*!O.!ES 9H5MQ0,(GJ= MG:=#R//Q#ZDI_F!8 WM8S0TL6='%J%F=CNL_N%%+^#FF%ETQOZ;Y$N5T'3<&:*6(2CL3-+NL[CH MQ_W&_2I+THS:P7K_NK!FXNDRN%9;@36BA6K+&\,U_M3CQR"\8@(K]H.6@A@Y M8SQ#\<<]FGL-M.^2$IW%,KPXQLQBK8"3[NU6EBO?>5\"S0/KNOF1'8;&?L^1 M;,A0_BE%X70LL1LI+ X8PVL/EN7J/O'F$&/3@^VXPI]TGQEC.M0%"1!EH2DL-PW2J=OF";?^*A=6^+.@1UO3Q+?C;=$EX)! IP2VA;_^J%SPL4 M6^C6^2$]L=[V#IG=@D%CT" G;@T[)J#--?K>.O4?LQEZ#*?R, !CXC1(;"W" MM)"M:*L@$B>*L'(]="/N(>TD&0TYZN5V*]J6=JX3C@14"KZ@P_B%HND7\E+& M&1B7(@[$;LE3MN"0:($T0^A%R#AR$GH@$Z2$9:B"-_:#<73$Q'D M;B"_\).L[?#,)I]U\^.O^+RZD/;Y_G.'O,;Y2?-O M.C-X+V"O,&8+68OA0&AK'+#W1UTWY$<:=\2Y[1PKQ:8J.G M6O][8P1#[\#PZ KX^Z_5*;1@B'V)6$F=KVX;NLN>(%31#DBPJR"*:$F)6[8F M6%)#;8RX&T*MP&2HL9CNF@;(S;6NAU-Z9=-GK6M97L$7HJI6-V,A*Y8%V)$_ M%7VIG9@)5='[UY-?XR$'0@LF3[:P<<4]> ?$B@ Q>P&?9/U YT&)\EQ#!468 MZZ4([*<[0L@?0?W3;1#SETX^]/91!'EC 'QK+Q&HA6WE;15 B^&$?="S&@"3 M_JM-2@RC_.)1GVDM(RS$8!H*F?VZ@V WZCG)'"+;QN@L@;,$T\;C=ZE[A=+" M="P*SV"/N.MV@NOSM$L2^@KGNV5Z..0KR#ES"!N="5W*6#R'B#+V$]LP6W!&1 _T M*CZQ'3FTMI]&R<=W\392\P52W+AVZ YT<@YA/$4RW"UQPUM##G))"FQ\MWEH MX+P5WRFAV7O.\MF.RNC\>:/.OB[81P M"A9L8=Z*-N994@OF$ 30H1F?;(,>[U?DA@SE#H%H"F71I;Q3X!\%;2_NB*=+IY[^M&H0RCG(;);4&OU^Z)AL-W-9V MTRYK*GCCI$8ZAW"<0WS! R:#(4F=!$T,O*=6**COZK.D<8.-M;R-ZK:+B%M!C#VKV)^Y<.)1T8H.W&F\B(4AR\ MKAL*0YOTQP1X!-_Q.#*KM9@'35S0.-%V/7GK/4^.3V4QEBB3+MSV7WKH&; 5HD4$>;3WY18]]*7P^??-*Y7HJ%-;I_% MI/WX-*P;%"3'2.U/0C:RQ35X@V'>=NV?WC%\4YYHB& K!AU:$MRXF2%!$F]; MQ3>L"1'KU#4%A>&7QW@>T*:5,2&OZ$8YSG^H(.>,A(@&K :LT"_QGZBR\1$Y MWP9R42="YD.R+!M"VD5<)FHYY 7TM_!<.KV-2:G) M8+]POU@@,ZO5&@;\U:,G2BI%5(*ZTFL7*)*Z5]V%K-)XAK1H_?(KRY36?FX9 MH!.,8,\4W;+C"I4!E'*@UWOQ+U!;G(8$:>01T;S(/K-=)6]X,V(Y^LG%:-/"%+ZW:/[N%^/Y4Q=\Y/X;:AWH)!" M7P_ZXXHH.E[H#;Z=&ZZ/H2C,H:/H I054\YM96;HO#MUQG01RXCN34WQ U7- MPW2;8;JU]KKN!YHGQ'ZD9VA^GSNA5/$_$F M4(ZOA"ID6#X>H2R#Y2@4.->.X43;,%:&N(X ,=QUR= MQBRCE@@4'LQI._QQH$8:>'DZD424P&B-.R01L.QTJ&CL0F@KA[83,F333FO_ MI22EN]51EJN@;D"M8!KXD;"XR M"W9\")'#0&0FV3M6,AOZL4HUVF3AA)W2?6XG>5X@0J3;071+[@,N1S Y2^25 M?C_K[Z.5F)RB)U#L=HBIOMWCAK]2XIHB0JWLGB(8ZEY,SG);QI"I4K: B8!_ M@5Q KIA[+B: OWP]N%8_V$HX$)#:>K7O;<4:=;HRET$^S7QDH^.]L82SUZC< MX[WY/T*1X*UC(#/%E9R)0]#7H:]@<5JVSH/^KF1'YY2A*M6*OKH6+-171=0E M.$3C#CM"G6I6MLU%-=8 BHB(9NLZ<>:NY/FGJ+,=(5 .,@5&DYWO$N4JRZ"Q M.41ESY$:;J'R :4[\F))@808^E[U204%#Q;4]\[B_&A/-%[#89Z=NG6ZOB+V M5>]%"K+!2!A66[$&E%QV*TZ8:?&(YVT'4@D+L,:P"RG1ERF@;P)-RD\;4G/D M!0V>0=0RL6#V?N>T\?RI=UMF"NN"(WNFCOI$]*V?<31@N,L&)RW^NX/U_E]> MC+F^_P)02P,$% @ RX8[5>1J[?(43 .%@ !< !I;6=?-F4V868Q M-F8Y8C$Q-&8R+FIP9^R\"5036;LN7(B*B!B124&("@J*D%9!6L#$"1%I1$1! M0(B*RB2F;4$"A)2*$ &1%A2ZI2$" BI#1"9E2&1V0F:BT) !E5FJ%$*95"I_ M^9WSW_.=[_1WUEW?7?=?=_WK!O9:5&I7[7KW?M_G>9]WUT+Q3B$$EAW8Y[@/ M4%)2 D[@/X!B -CS_>A_Z?/])O^K]U!2/ =Y\Y04+YL_'ST;CYX'Y M&@N6K]F\:Z&FZTF5M1>TMERYE;W(:'=IO?;A3LAXZZE?KJHNUM%=L5)OW7H3 MTPT;+:VV6?^XW6;/7OM]#OL=#[@=.>KN</CH25EY1675TV?5#8U-S2VM+UZ^ MZNKNZ>WCOWO?+Q(/?_CX:61T;!S^\G5F5C*'?)-^MTL)4/X?IO^E71JX7?/F MSU>>K_+=+J5YX=\[:,Q?L&;SPN6[7%5.7M!,%]&09)CYS^XZ+S[4P'01GWM)0GGIXSUAE+.^&;^MQP%6U^H.$& M^'R\N$;NT2C=LIIWA#NC +:E^-(*GRQ-_P+&)(\*4.4YNZNJ\T_$7-W1O,Z1 MV;''?-@KOJ BP2FN\EC/RPM6M><^+;M^*?WN_H98M_*R7W]LN\@;4 "S .R! MJ8*R1Y>M'Q01IZ:EE^F%"F ^3][K()F3[[0[J@"N4K'Q>^KC9BJR*.R>X48% M4$]2 &&N\CH%<(B@#0K3%4#U ^7(A'IL2 $\4$G@04X*8/ (2 -[E)NIR#H% M\/D1,)3S&*SBC2N).>AR!3!WE#@@^+]#_]^A_WFN5UKB[S<_;/:9=TN@8'[?28&2$1#ZEO'^\QVN-7X#DH&-JOT_^J3_QI M?S:8290TR#.-H+EZDC:O2=6CD5=.8H625C)^Z 5%R^"'5T?JL];U,8BB)$*+ M[]:CT+<,47(L"?6&U9YS"3Y18DNF[N.8YBSSSG*UAR=X*9_,W*08=V1.958> M/3%-3L_YX]6+-S?S?%84FLU;Z7EPY3'#7?.7[?I@N*$<<+77^B>-Z4>/DL0@ M-0_ >J^] B]UTVM+OU'< M*'ZTZV0+Y*&,Q%@%*X#DV5LS"C_PKCFOV4"M12W[O7VNG/5SA>.EL TYG:D-ILT:8XU M_@15)=1ZFV?%"&7.9%G+D#6L1=;LK'A8NQF:>UX9V9)T<9AJ,/'RI(BM;E\4 MZ'^X9VWPNZ-U.;P=%&&V0-GN)%PF^G@S&6IL4 Z)&P]PGI.784M"N!:(C[# MA#CNRFZ&ODB0[*O946LK=G*YX4Y=;OXYPPVA<(Z/ZND4BG?XB^3E/ W4)$(X M1<$TWEA?]S?&>)R):<*$]!OQ)%TF5@"-R7&&FY =0MHJ),U LQDD,M?\R3!# M''+5S!U<,YJQ[>50'T<\4;=QPTR-TX"SQ5O^KD[2^1*KP;/1E-T)8F?K@R$. M,H=C75/G1U+,,<6C*4J+J'$=^:73G=DY5*(!EB&8SIMZ).EED/!CW M4CN@6Z WF"'"RO_S.+UL/W)1F.0AMA(TN=S,TNI!-\,: MY6J9RN+B3$&CMX]MHTU^,K%IAR6=LA?K[CI1'GVVOIKSKE%DGYEP=B2.NRI :M*0;,#PI.AFQ+@NE])7NM0_]-^_CCF>UF<2H_ W?JQY6$M_@J,1T=*K?IP\.MSVEQ M-I_9(EH\SX"["+6"#Q8])O\N2K[.UF4:T/6;[EX+_U%FF19)2& XWA_G:QR/ M?.2M6%I0V)=NG]\VO[,SA@B/N5&DIOR-/(R*B,4.2,DO'>3'(^17$\>'HK- M1WWA@\50@0B<\A8-[FFD:J(G'RB !GMX:XO;6+4@QNYH(<,GXTW<$/A> 0Q[ M)&%:06E>W#PP'Z'XP'D%L>(N*P*?_3Z\/E!(?#\B(K $0EX,S]_9%YP?P%T/ MAS_GL9[4DZYP=>FR%O>'8@Z1[M)P]6U4DHW _C',Y!3I.YFO=^_:="TI)#^] M,FG]G6+.V%QY5E8FYGY08GAS,(R7TSU-*[ OZ:/]R2'=[YKDA/T8*G=PSW N MJ^&Q#G1V]A]?!?O*0>7LN!G)W4]^GY=:6&$ M;B.6$:8,'F+M@K+PR^WU/,VQH;4P87*'D/A. 8C5LPI+4,I-ZA7,"G*9,H&J MQ <+ACDKG?V&=^Q^._>-B"&INFMV=2'/VNO7B_ M_[7.$8OW1TPNO-#&,3=@0C!C9HUIV7@H WOGD,+"9*;.#'O+@-%>_) 6 O\ M_T,'[:^59;(MZ ]\YFIZJCAZNC%9:X!>T^Q*3PLYX*,Y[))8:YM[#,EMH1#, MF0Y(/=C*,8)8'0O7S%V[@FB%![4YP,X\5TF=F<*I+$EPXD93< M7RAY)L\"3[E<:X=?2]C(-?82IHZ#.)-0'R)F08*$VB,J\;5."Q]>S!F+<83. M)W(F?N(_#JC^@QVH%U%^V>O6!;M]^V.P 70Y,"#[!6 U.X%!6K%.MCH1(#R M]$)Y$GEA!GOYD$D#;?FN<+%::G3^<6\T&+ZQA;&UUQAA%Z#G:_O(BR;A]8(8 MO99"F.W8Q34+MDEN[.WX; 6N"JST2KO7W;_S;G14>V/R@C&>:JUF-L,.TKU\ MMA,U$WWLN=O2-]+BY]USGE;1YN\*FUP/JZ/Y\BW"#"XV&1K!UO%A27Y-3&/^ M;.;NN2-]%8,>AWHX):>S/K8QG<#_^L#!8R[OG;#%"@#/_\;D5=Q-]I"UQ$>> M)X>(?"?W=4ZWX[9_PPNA4C6 HPJ^/3S4XUQ121 M0W/QOH9/4>9[#B(NL*UK]W3QNJBH&H/=C<^S5M>4 + MFIL>NVC]TO)JM(C2RL8,(Q3 @C4*(/>;_ D%7D?^00%\/;F3.!DF2=8$.]@7 M#HQAX+AEU M=+E!0=\=4I'I9>ZASH\1>HO%%[_M290Z^"B#;DP=E=_&0!)C] M7M>SS\Y!9LQ\13:"EQ8^F."NP2&P548)[L=J"H=<'HQ+AYX5H480,Z]PPJ8R M._3+8)!>_L,'Q_\4!.GRM[R\&!YNQ]=\\>7%)//:O27$*8,H+/8LSA6L SB$ MFF*=?-ZH.PTU#>5@:ZL>_!_986-S\:=BRS&#OJOG3H0,?#Y8>C+\H\B1.D/7 M.B#[;<&W_0.9K9>#O?Y-%VPXNJ>;87\/&XA@26Q MX1!)%I#CBXEGYPH;A RYQX,**3%H351U5NO=>,&@O2E:E1_G !)8= M\4%0<0["")3<+>XA:T&?D^1%Z;\B48Z5G6L>#R*XGR_8"PFN,$)DP:-,(LR: MJI!MQ=Z&ZWE,%@A]+KH@%V7'&1'R(JXRHGNTJ@YY!GN[/(,%C>I4"?XMQ9]$ M0!*;TY\,-(H$JP*XJ[MK'8J/C=D08RM,2^Z5/DU2^4R8%!2\&Z.4M3\?)#G! M_C%V4?EC@L5V:F<*D!%1:[R=VS")Q?VAK!*2WW;'UD'6B;47Q3Q#.K\)T^SS M.\KMJ)C6003-F%&OY;=[-;VH8Y'O:_/))B81O1-ILJ[;N2]AT,N]5QFI&0,S M7)FT$!(SL7I'3H+IO7E_:X=45P..)H!2BN,H\-F93DZ7.:.+^A@KX4;Q.E:3 MLQ6J+ON1WMTJ(#"W(CG1E.,57:@!'EAQ>I?2']$%!QQ-NI=3-4J2:45CCQNC M10%AA>K^AY]B+W'T-G@SJ6T%,;J[S.9:PJF$0(>%M++=@701KJG]:2D(N,D\2WQ';WM1I=N M[CT9Y[#[:"?KK/M\C7<)P!DMUYT+_JX1V\)1@RL*P/1F#V5RC#E? 8REBV/! MWYK! LI?GP"TY5O!^GSBE[1!:ZR-+<'[=!LF4]^T@3\)H$ 6FE>%XUZ9O_P> M.-.:VZ$B#?RN)3WNCK%U&$9%Z"'8I4%](T%7@%35ZWCM$"1RIE!5<1]$9(W M"Z\4( 5[.V:)UT<<#563F_4*6&$^MI[E4%?PX6"27[A64L#].X9WJ%E,4^3B M<)N:Y"5X0["4JXSN+TUYR? 6)R?RELW0$OM]!#&40!=6?_CD:\(5;!6ZII.L MCR2V5A^,%0D2)#S=F>E%]?GJP0U>.C'98Y@2:#!.U(KE)%E8!K1/2+'*_NF= M"N"*H!I?7/Y!>7O^#*F?(ARYSG"&;1NV^9K6E?4QEXWZKH>I-P::#+5@_SC+ M."CYJE6Q1Z.A-1Q^[;N:":B^E#3;-+D7YK=M M#FXC.W&[1=2FZ?F,8,1?2+A!63(;;[<'FA:SKLU05R%&/AE.O:&.%> 2>EPG MJ3SC6WG(+^T'^\I_+S&_[YY^L'=&9K[OK7.'KU>]C5WPMRDQZ0JO7*5E^B9[ M)>K.6!<&^3O#Z0W@/,9&.&2DE:"3? -<:DI44[3 MWG\5M;9XJZLX(6PAA^7%C!E6W]KXTY= O4O9(5&@\3;7G\*$2MMYJI8'3+=,"7Z5@K11+(*_/' M'H+S^5T]^#@;"SB; SO5+7??C1CS=$,H+1?M>&FXX^CP'CD MTIF,8T#SP:[]ZC%7]VU1&MW_XL74K:QRX+:K/:#U%PVT9$-'"?U1HH_34_L4 MP)):-=DQACX4GD#614E=,PH@GKRB3P&E]+H5-.9-'/;5!HL>G*Z"IA,KG*95QE)]D?3=5UU44/+F,9O! M^NA]S^V%+BK]%74-.Y)9Y1,Z50F\#:#P7IK L*)]@.2"/]894B(^X]%]&9!, M9'@G1.:$KJV2%U#.$-Y/#/-8Y76+YNCP.7UQ[&5G:WE V[*%$#TM+TUF>+?")G3]=U69GK M'NRVC#XXV)*=-Q;I$]O&99\CQ2J !.ET;86OBV\=U[E_HE,:HDZ\^UX^/AC= M5^LT3&V1VPIKP:7FGZ#\TF%G4,Q)9HL$UT(-C)I KIV7=]JR#^1$1X1_@!) M%/LGVJT4!:N916O65]_^H4G:.!Z9Q0G/"_3RB1UL&U6=JOCB/Y4$T9HIJ\BZ M8(.NB!I'!)@;!@7>= 6PYV[C\$PX])Z^'8V :G#142Z()\_KG:RU%HOR$4Y] M/RO^U+/>$/W=WGB.2-\VTJ1'OL)!PKW3WHX+^3"5/8L%_^P](8] :\+>23OB MW"IZ+_$O\%+?3K6CB!4 *IMQ+3_C:]>3W$H;7E;[G@'0O/DED7O:]T':_5' MOXG4*8TN<+ JOWLG[4ZA5:;\4Z9!6YE@P/MU0/HRRX8CZ#,YF[P"ZZ$\(=;S M^OT:8%0+"F\%M8,IFJ0*WM5^E\N?+>6$!NX/[$;>DZJ&D'F-+0I@N1#)A;4Y MPUUV($P5H7'E&-,0]Q>H0NE-]C M'(7*FL@V,+6EO7^BQ>9M)K1[0,QI24[J$VC46@VWZ3LC\?G]Z)E@DAJZ"AYI M5OV,62"%N)PK$ULF/E< :J@*Y-[M6-YI47'FF=SW]\Q/=SZDOKWUX5+$%;]/ M-9O-UWL>O2E9]^35_9$[*@DC%\3M5%PD"6P$"D!WW]\_]Q>LTJG3.,5Q7@S$%G9-FZF8KAI%N+(OQ8K #C4KSF+JZT N&$\S.)[O7T5O8S?P)M[6Z4 MFCO_?KV^E\O_^3C?:^U_/TFF M)PW@M_D\-4W]Y+USP5^Q.__K5FK7"*H7(<$?-8J<(<^4:%S$8:\7EF&[YWT8 M^ :^N[L/E=^.#Q_6_^'2R/2%G<2Q9_8GAO_.^!M_9WC'0FG<*>U=9_TN/U(U ME@+;3<;4][&+:,4Z"L5,1V1$ZNFDG%D-H-Q],M8C&O>,]-/_E0 [;4*8.Z3"[;^UKU, MK;+Z+0\^E.T=OQ>9F?((O"1 /KO%@U<6IP2K;\ M_^"?@H1[T-]FC ()( M[\JPGWB2[;C+.,LS*+-.R'IN&B>5=PH?Z@!%=$,!^+6;(OZO\%3KD#P#Y5B% ML:U?XX-L%G)(;]X-V+7])BC[,)A9>XJ;^O>F C2/M]0*]_@+.//\SPGMX9P0?.Q@4,4$CD+K4@FPV^H.+V,?$\5E%5P5Q M15!_.&N^5UQ!H+#/^^5PQ^J^&!GS[^9VXCK"@MKW(<]$4>SYJ!M$:>!T M'H[?1:,BI,4=1O"GB3U_%^?@)S'CVCZ:Y#$V\IL]VZ.E; MPFR"N6;/.BO4"J/4EU*6O9<;R,P9)_AVGK*C#)?4%AZ4-;Z%X0+SIP)%T]?( MILGBSP\?H)1>ICZSC6R&K!$-&!"]Y)GKNS;9[8 */,LZ:JDY]+(&0\M.BP(^ MP^GBL,OU7^DM:I;\V@W*T>#J! MO#& JX0XW$>=X;JDDM^'B=?U:'$%93"88"E;5^H=O(/F4Q5+FLX^VE5^YS>G M#<'UN:/BV9)]M_*CTSB%T08SW'ZS';457I$5 ;DY/L7(>1ZU^J7M2VFS=LS? M>_#FOX^8_?]Z(/PC\+J;@Z(U7[NG1G9NXUEG2+1[%_ ';>UXY:4L?9CWL^S9 MP%M39:_O4O*/:ZS#@/$6H>&U#R=6"4_,OW)_JNZQM!8@K:8-TF:JE) MTW:R%>+B5%<3Y;*P((GA,8QG V.N8WH+*T3KJIYVE6?N)HZ[2$#L>_1H0*<# MF&9]=N$YR7&&BWV,6H;6(E%GH%0J?.FWN^HI[Y!$3^1H/D)]+@UO#'%QK]08 M'$3T&NN9FF504]>V5)IH<*W9F2=H<57 M#V6*0XR\D,MG(/?4U3"S- _AN_75^OL]"LZ.E62K)%:$[&D2?_:D^CS%NJ-^ M&S:"PCKS/GY^:!]<^-[,;+*B[LX?J9^X4FM^82+3^[5'B&\[KV?&U7[>]YTX MR@TBLMT:6]PF8S*?4RJFZTFQ@B>TUG#$0TC5Q=HBK9/1/=F<1D&4E],0LPQQ5 TP$0\B)) M[3Q!Z"6SG8J.%TIOX_U/@\)\!5#)1[6V-@LJW=-EO@Q_6N(VRF([ \CO**2E M+J2Q?)=B#3S8_WIMV$G.6V.(> W=O#Y;(O/1/WB]]6'=I+L"\"<$_6J7:LD> M,:<.%* KHQ6 T1RJ98N]G)Z<4 /PYO& 0S^Q]UK+)@GG"1\VWLI&[^!$V2B M '[B:9FA+69R'+[_\HPIP!G+P-1_P%.,RC&>Y)P"*"=@O\U$8F>#I;AVB_F) M\M&\FH;C_I2R LC?87B9TGT #Q#":Q QYZ,Y1MAB/!+/?L59_2$[)AB-F9 S M*,(JZI?KR8BIASP#9R LGZG.^4*X-X_GS1/&L+_\1D5,VN5_6,' M)&856*]"^?@##W)ARWZDJ2N ,9[[/<+LJYP$4^#OFG([\Z]I+8J!IT IV^$, M[(6@F2WWR#+FP*I_*PD1)#GR1,H'/*#\V#)+P?LR!7"$=S5X+.A;@623 D@E MR6^"D]W@V7;Y84R5D_=@WK&U@9_BYJ^VZVI=GO;B4->/]IMVF@"W_IAWX1W_ MZTKX(K:T4@%0^L05UBMA:W.L(_.H=N*-DG-/]4( MJ5*RC0+0:1\08"X%DDZ<;I_( M096&.D@CQ'\NT$*WGN3L"0DI>8> 8I6XT';MT;[(WKH[O;.97$Y(05 E-'[( MB^K;WTQ/75^6-O)B2X8_1N%KZ2?KZ\^*C[)5R! M_R8ZNFN3RSUE8W;>.D:VS*NN+SL/>YL%I'O!2Z^(B#>H>)2"L93ETPPS<4AX M?>3@W.6P.B,QX7I)[5::>%IMW,8ZGK$#_TN+[M+ 7,6KZ0A+,G.K?=+CWWFB MSK[W]$VW2^GN7;[%]SG<],AO*J,9LCOM14<]XQ<7-T$N; @V\CH1SO_NQB3$N"21%QEYRA383;>G8MCA R# M&@QO/C8?/8]D#]_I)!L'L=5G:Z87H*:([@,?WM0>,5$W0&\H)EH,ZC*T=)EJ M2)V(<"WR=N->^;U:1[%MH8_O\/XGW1G--J0ARE)T=Z[D8^>TG3FLV31D@?C# M59(HI%Y<$_W+A)A;,)QI(E9I2F89FLNSRHLO[JY![#K?TX,E 3C0J^?0TR=M MMMVZY_EG$-.\E[D!:76"[[2PB^C,/KYKM!=_GY0<7S$6916>-^-<MW$W2XO0!=$ M1#0Z3 4F0=@!5:EM@0)0SYFK-N6D@X$*H%__.**6A]@0 M51@[GB#IP]25];"_;S=J^PBII,X/=$7V"/T;V,M0'R2>(9TT-("/3)4,CNE9 ML$6TA6/4]VHG03%'J@@/I2CAP>(KU6'5W@' M(T3DHDYOWQWUH$^_H-/.,_L=G;4_^('KQ_TEW@=[BI.:'(T35S5WGOXY^^8L M &8ZH(9XZFTR)]L&OL^D1RD #TK+ 9!;V MEB=-9QSDB"UX52[(%AGF,(V8ALM3!>]QJCP\'=^C)!?_P^M'2B@?K']'_')] M:@_V-EWH@OW.-/7X=L-#B@O,O_C^D!*UVQK5P]%P0T@W^+W\%T"4;QZ=1=_P M9W#,7_@;^,H[5( ;T*^"TU?D#@#,O_.]_)VF "!OSK>]#JB6&=;VZ?N6IQME M(?^;"E^*@/7G>1\UB- ACLPZ0P'(?T+UJ1^(.Q?\)>EP7NK)S^, OQ1\=1(4 MLBF2GX?T%4 WLW@G<>+./[S2H9*%_@7K<"02A*< C"\.6\MO\1(I4HZ=(U6L M^6]E^BG[ORAC]GYUF?14 .NILE4*X'T^UL:6YJ&:5*=#"P:ML=W;B+.R8 60 M.\R!SWU_1>^#% PARFQ)_5OQ!52Y$2R_/R/XMN@=R)_B8,DW>#D)"^@77[<APZEJPG@Q^ MJ*><9./+_QZ?I".M,683U8#9'9AWQ4X3WMH@Y5S!UB(.C5FVT/FGE85%=._F MNSO2:NZ-4T_65?44^4XX]ZS)&OSTN"?$W$I-_W+BA3-1(0MZBTI=EO\X7OAM M1EY.$7[@O/.7Z,H+R&;,5Q0=3!?K'EJ-Q$.@6\<,1S/84 DJ:'1V:-"MTE, MUV8(*SVYB5$68G[_NXG)4?3(1XHH(X%.>>>*8!$B4L5A&3DL7E,:UDVTYT MZ_W (7,X=-ON/[WMQ0:175WF#FY[MUUR,7V6B?'-DZ[QV0%W6]J$F!]%3!(@ MZ]/E&K2_$3$8PT.E#Q3 =1XHO$N=L>>=FT;78$L5P-?Q7*EL3C89\[I4[NY* MM<":>155CX<,.K'5QP)M_!,G^0V^6V"5 M*[-K"M\'>+5?M_SMI_XJ%JED4U)^*?W)V)?^UVL2_%,683G_OA%F>F\)3V,T MDG"CO*JCUA^_(0%IWY.B4Y6Z!XZ+O8\4[DM9N$=_M_0@S__!V+3FO@.6(>N,RR/6YH&W2$J%.N9@ >A^ZT)H5&U!)AON@@#TH4:V<$I#'70'5=$Q(; MW])\I+"^/UU2&"@96@^UQ695Y8][K<\#M<##G?ND5F&]X5CUMP#=[0(UQ.\@ MY!_#,!/2"'82J?55=(V(-Q]A.G$LQC\;$JB>S+#UJUIR*^S1NJ[ZMMV3_ M?O'=$Q_6&H4LQ\-A0C!C241-RGG8=N_R0RIB&JH%8HM<9'@N7'\(LZ";#3M, MJ<'!P^TL.P^A2YP$5"N/Z+,AW M8T].BEAM(.I2><+;S4'&\1]3OW9CJZ4XHORB #JCY*4X4.4CN(.\3> 5]ILJ M?]N-NPB9)_R#-^.K ,Z!Z ;N=Q_)X?00D?4L5"-5$HE?>S1( :RHX+Q_+6:W M)"\?9- Z4?T<^C/RIM="TK)=_H'"Z#W'>V98':F-3 THPZO=JO4ZR5T^;?AM M7;QYGU;5Z5MY+JI?#>+" M*I.#D 2HMI,D"Q_V,$J1_X9Z0HL;1:0D&F:%-(K36;4N*LWL^4'5%?F9^+BZ MSZ5I=RQ8Q#@['U'@FJ?/,IKX$\RY5%^CU@4Y]5J;GM2RWQ2@]E\5P()M"B#G M;P@G*D(2%4![',\5%'X%OZT5/-:5XZ*I7U MZ'>P1(+):_%9$7'>D9 U#91)8J,?7B4GWPVSA_ M9@2GE50%\,I3'VL+'N9C\5 > .8Y2)@XUN[9A2?:44X*8/@V^(_.4D^%#A$0 M$T$C&]E F)PE37;" C&QB4A %M(,Z1YBHW'BDJE:DQPZ6W:Q7E(]E9]^GE0Q MJ-MT%Y2<*Z7'(4//^[V=C5K/=1[?\_$IV @B,1.8*BY3[*!?#:, MS[R(6R6*R4'Z^H;:W3.+0@E*R%ET?%ESR,K2=)G+B_C7*T-&%NS&IEUWKJ"^ ME\[)U7%V59W"I=9-5SF; W9T@%!6EP) /I[OW$FT8O90RO8ERKR9N Q903E+ MC?>UAM>G"PE)7$)Z/=F\AT',PS$#S]%N;2O('R_>%@L^] R21A=#S[J*;SN% MYPGV?"A_<6+3J]@$6>G2&-(FKUX6M6!-8RI_2AV(D;,0;+I3E)Z+H" M>K,5)_B9+3ER_16[8B=<7UZ3H.Q]N<5]SX4<@1K[J?\I< M#;!^%WD[PUF>RCLYW<^6W$6B']&CO.'6YX)K7JU-!+4 S (J]V"NZ*D(L3W< M=4Y4I* G4TQ,S_0(Z/PH9UVU&M 2P>G,0SH+@R M,3XJ60_KXPG+>5_B28@IB OM!,K,-U&U B#V Q@N\$BXAU7)<;QZA_NJNG\3 M%6-8O4=Q.1]3P1/F^6Y&8H4NB\:)ZN!ITTUV;L,4->07:10E5@$L\ZN):_?N MFPQ]_7N(+S6Q;&_ZYL;0:>672TJ+LIV:UUXM^&;,<4-6*H!U9<)I^1T*2R!- M&]-2POH]^O=5!4=%!&5MN.047'A=@]TH=3U[[ R]IW2YTM/8^4*E/X2+"__S M5(7UMZ*Q%2ZR14-X'O531>;.52[749.'2&ZC[SJH,EM<O_9^.#=?MRQCSN'#+L7IR7%/#BQ;OZ-*W\LNS#$^QU/!J$@W4D5.%UB&U$1F1> M7G2VN*J)N!)UA U*$L6$:VG]5I5UPVR-<5^3/O.9C&!>;'J5N_2T3=S#"P;7 M=*VKPC6\BES;PBZL+>?(R7A*^4H7W36+BZ./.+[.R?SP6'>&PA5 IC;QKP)( M[MNYT] 6 D6+44W$ >((>==J_0I]Z6XBE490&;6 ZH9J<@/2(S_R60PE4>;6 MAFKSMV7AP=IWBON*R1EYWDX/_O3V]/)NO]3MJ%ZD\:0I*_&_3L0_Q)3'UV^R M,SB65X"EX5-MLI\81^2%9!+J+\\/I5U7 +JSYII'8?+OPAW>(N8=D9EWIG+# M74),4?J^[MEDELWGO!#-,:9!:9KH?$5P2]1[B]-)N?'#<931JPD =H@G)G 0 M$Y) ZK@RU2MJ0R^WY@M4[FSZ=Z48=H=?;[\D+[ MA ;; )_3*=9W71Y.%;ZJE<9*^*^.;0E M%5S]?]\?^^\:^@)WYG1\DDQY_B[(QH(XYC+$0\*":58(5M)C&IZ@ MQGS&AAP?@2]=W-A8?:G8L'IH(P0FBIY5724L>;VNVB9W9^G'=C7_\O['93@>[N()?V^QO\8X(W_RT]L<^\N,G8B=?\";N'6W=Y/5(O+7 M_^ZEG>Z?UE6X=T7U'2*.'?5V%.$5L#0=5UN2*\1RWG/2=5XY,9%Q#IL'ASRDCEM)25_I]O2WE7],J4I, M+M>&0%N;*= A!: SX45*Y.H%1_HWD1 3:@-1,UB:E%^3W::2R%#5;:7&6_?U M2QZW_<*)$-6 K/[>6(1;9U]>"65Q_*.,FO,%>RPS>)"SNE-C?_JDJLS,.I8V MD[1G;S=7C\P*ZM<>S/N4>:J?E%#K>$*ZEW;&^+'WR_M%KN]?^MU)>;'O5[L+ M4VH.*+'A(.D+5ORPKX]99S"\DB0W@W@^Y.%_**?^I]+J5Q-,[0 X?)CZW0)< M86LQJZ?CGJ,O@:@_/!",+TM &NN'EB$LD0_XG+?,SDPD6(48-4>&5E,2& ;B M*7T76#<6=;S_$_QR6SHGP*M(U^ML<8&S\69'\\S9%_;2M/[#"783_(C M[NL>#"WH$UM,,V0V$)]<'0CV7?L$2F>%TE29K5DJ\-P-AILX2DYQ[SO5@9H+ MVQ>BY+Y:)PZU_AX=;"(;]6BZ=.(P]V^>9#E%;A, M"!L#Y T,LG$6H-Q1MLA .; M"_J-Y"EV^O?&PJM9C23M0+(&M365W9/35FKOT_I;#Y;5 M])!*CMNNJ[B35)L>GFY16OCJ)2UD29E-\ZJ4+=D:N<^.4K(HJR@!=4>MB#%$ M(EQOYFZ?! \O)1HGI(J/GYD UAYKO-+TQ/6NX@RV:.+[^_)67E_C.K?]VE MLOKJ]OD:OSJL_F+6@FUDS$..PF5-7 V8UC2E[ JO+Q/RUNH#=A[B.I,#?,M" M%RTDN-6=K \/Q>8&;].S;B(N#L1^A&BQC)-^(LZ*=Q,V]E77+-G"$Q>='L9,' K.5W)O*]781[3>#$M612TA:@*&R^%6W]40_VHMX5X0 MTQ1VYT45_ODZY/YHI'W9H.]@15U:YL7H<-.]&E['CGD-!NG%?JB4Z$47MTV] M6>;X5<;L4P!E-W28FC4]9%/&_LX/L'^"G:-P++0XN(&]++08?.XU'5,;B/NX MX0;J#1L#P36_'N:RL4A"NO'"?KN:,9#+[ M)A[1+W71M#TY5V>C*4>>]-2NT\'U^=?C%AFY/N-ZE[?-#M)U/2!!$T<9(8D= M8NQ\Q'*W>L&R6B,1QX#N<"3KL^P ^S#$2YSQ)BU#F%@(Z4AWB)7SEN V$]?R MI^D'>XK-P]16&@=[#P1'_987KR[ATYI]HB>."KS/$2%0C?JYFA=<,G+?]?AD M_Y*K*V_8X$'\4\/*GU9/K([Y(:GVWL6@A4LR=KU4-MBOK9T6&]KG'A)=@F33 MDO)*ZX[T'5D[M,+(^L 5\]^W%6$G?&Z\OKPMY8< Y8('64-#CD9WG8(#UU__ MM/)#59RC>+O*G)O-2K\/RE]LOK:=?)G3//]P^P4Q=;FWMW>S>7-;VUO>*IV^ MOHY]W<>/_]EN_L1^05VMZ5<7NY+2/6?U>?,$Z-X*)!=V M']G]N+?O14 .PP@2Q',W M!F;9=ED&\]2=A<0E.-5&(0K@B<54+DD>.C)O)=:^5))T MVVA?>]F%ZSF/5KSW6FI.W?PQU7@RSC)>R2]MC='10\>^-"TI M_?"!_[9*H(\M"92R;UH^Q$R1AQ^1,,C(29[/<(L.T8VW"-5"#(IWE1P?\[7M ML+,GLF[&BV7> ]2E07S5 OI!F6=O]O[BKL^OAL22KI5UFO4V2"9%I@G9&;#9]<8;ZIJIK77&I08_&I5&<2_6QQ[*G'G_>4BW(>@X]WOJ1I MT+,L#WE^2/?9GY.DI1.Q+LWIS$W3W$.^CJ?/W+1T#S]SU)@!TF2!S#<>S"4] M:(0_O$=<\3FI("A+KWMJ9L(%8+BQ6\C&CV%V3*TC3&PPW QY7'%[WMJ3/L?C]?OH5%6 UMX0!#E;\T)U1P7>)K];0C!VIYEON2 M=E_@^V=]=E!D6F[!L5;UEES_8$GAD?3[B,\P:3'C)'3;UPHZ_PP^*'",=CG4 M.5(*E\2*IUF^IMT5.WYXSM]VEW.-<5'4IM(4&9'2__GUH=*G3[O3N@]WDR8Y MD^6$";@JI&"DBMRIBKF3-F7?/+[?('C%#$'-0#GS%W+.CAO^G^KY3,. M/2Y&?'XH>7*YCO5N:D5MK/F[=%E@S?$7&I)'236[4Y3Z\!7::7*%@SQ(?:[L MB0OYE#M?Y.U3GC+;]^,4C9G?,5/&7EEX(Z&JM;!5-XX1;>=K7MO%-![C+9A- M,A.MZR$OCZ+=\&I)@G.].\G+@JJIC?$,^X@SL)%W%V/SIE.?,)43!,X#SA^, MS7"C&JU(/%-**+I3+)E4Z[: [#/,%Y:[-$(ZA/H+8ZC7:]^GQ5U /Z MV;[&>JXIQ.CC2\^7XO2NXQ. ;6!Y=,U&V^Q8ZSA3,[U> 302$[@+D0H.8R?$ MB0NC)'DYQ&.ZO&O\%JE*$V4A,BRJ+,PSN7EN-G-/0[B.9&@K-/1KF+=/4./. M7E+(9\O*ZOU3IZJR1EXD8/4EP XLH1ZK5P"XZ$C@06$*X,^*??S=/&N;WVKP M.31/^[PF[T[?H:W]^OKN=^X/G#_VF&N]?\D5_5,/@'ONJPT"QK=LV?IB[-:? M_E5]7!-Y;BBIWUT@$B2$$A=-^*Y#GO"TL+6!9,VT85'X9?(*NJXX?'(",O)Y M N]$?B]&*;VU)V%]AZ[:<'CC7"/E-!+RW> @:ZE.GLC9K]EI6 %,1A\P,/SJ ME#K!GB1*DY%"!:!"E;^F4N@L"0O1%)'B;00-'$WT*'PI1DQ3#[3)*A2;NQPN MAW\R5.KXU,G4%Z!G>FNW/F(X&JZB*?0DX3;"C%Y++Y.GA1 M]YN%/WZ@.%.#?78P,HO0#)\]TJ_?B(NP 6I901,GR7 9LD%(N$8L:V\"%].5 MA6 C6PNAB<[&B'C:C+4=GY);JUL;>=?2<)6#$N @<^_6.=9Q>5(MN9J40#;$ M>BE+SW.LXF!)F8BD.J1.;/75+^NL>+G#3')&SN9NIJM)^,@$G-R,$?B6F=9B M4_F]]ANS@WM\H+1LZ)*HU@UFUQN:(%J")^FQH6VGOC8/*:;$6 R36 P-<13A.D4K9!-W->K7 MH0#\Y6H'^;5$6+>1:_P8J1$'ZYM[-W*7P^RXV605KR ,L/D<7Q@0B=TJ0KH& M]G14F.LVD0VY3WH*L/['">6X*DD5\ZX-:2,QPX73>G0[I)267?T8 MWI4L8P<6C0TN1>&*LE8\KND[L<_BU M4T_3+Z^:#:MXU"APVGA@MLJ,=Y9]8NQ\.C4FT.+U$2Q\XN)H@IF*3 7+Q;[_ MCP>^ OBE5ZN#HP#*1SSXC(.6]2>#.G[L@<.V2+-(MIEKW4WGPFGKV-$ M6#NY.5G__9@-)P;=*L;S\@E#]?(^.U65^'(\C0AN\C*Y;N<7F(.$'^Y@.(L& M9#Z'J5,9IF?&47TX741)QM;16T6D6.9J^KBLA:N2VM0Q_NO@,7KN 4A23+D2 M-FC4P-,P1[6'U=WP2=>!>UL;J3K!4F(L6UO47G=T5.9@M<4 M(:9J/;<^XTO@["XYDWTW^$.TNOT)!8#_]H#-5 1/23Y[Y5K$,JSTM1-]X.W= M=]5W"DK[W"+_-*W VA'(_*0 MY"-=V'K&(3Z!A7J*V O>!_038LA&XY@)$E-,YS<9;H$X,9\0BBB#HD(N@R\V M8NMA0B,8K^>;+.8H>04S5SU-%4W?*&&[);ITC-2>3\;U4CE[4@$,XT^G^YRY M'*D3LY=-4);7;A EKZ!O=>T.81PUB9EU(NDC9C[('6';XN&6+_3S)+4 S!;V M:&2K(1FM=XF-4_YNC^&DD=A0=;C:@(K2!VM]B=D\ M[?"I%<;_EA_\!]_1JUHX-WB+*?YU9O9]Y(W(7&OUCGSNT+KT@ZP]W78>P\[[ M [!%$(J9PW.)M!FV"G+1NZ>\?3Y*ABIJL]; [8FTXGN=#.O\'85#@VJ)$_K! MOQ*R1SDI8;S^=,E%Z',%O'5W'_D'Y$G7L,@BMF@"V]2SCRV6<98*]H@*H$V& M)IVUJF)ORI+C ;SEM3ZBC.D$RI+RS*AZ3+F6CSH4!%.7,4QRN7_TQ]WO\/Y, M!X>GZ]F:QU&3Q]UV(+S&BII$)B'IT%R]'ODAKL9'I9F\)D+,)4.3'J8I7;]U M69"O=F6RJ#6QUH 08^>R0')E.'YFQV[LJT-US&Z6^]'EG?+HSZ_A;OY.C#M% M%3V5:HY),\SAVT4DS*TU+ M$RHM+4?9)LM"@AHS4M?(;+0P?:?M8L8@V\6%\@TJ\ZZQU8Y,>83**2LS,B], MHF"B_;8?GN__\_\_S^]RGM_Y)R7+7.[U MNX#UKK$AK$O7GVUL.)*SP^_-\$!4A,_I^[Q#3H[G2(S_LC*#;#),5AL%;M@: M4/P06XOXYK81\DGTK#J9*=>&FU?';/I!&84*B_2U;+"]EL4P,9HTH7=K2[J+ MJP;NAIB#J:\T8^FL,785^W#]-:H_^;@E$$OIA@D'R@%!G]OF"B6"MPA=I7.T M-_F%H:0"J=B&/BQ%*PU>8S'(5:-$8,.E4?.F.+F\%=S"R%J$7G1J+,S@.EU8 M#F;&HPDU^@@]$8>%/4;:Y-="!)PT2VJD2Z8-E\S^4B%Y-K&U4T<-OW.='Y0V MK$W@_9W[85#5KBZD$*V-$U5^RA+%O EB@;B6V$S,D\_OH7R?UI!: ,]!)>].*[?Q#(*Z7\4,KI8 MH>H*ZB&)([#HU:,2RP9L,[C'NKT/CD((S9)LWERTZ5*.*41XP$!T 4';7Q,G M0(C/[NZ>STS'ZB3[//MWRS1FWYTN+ZS!1DTZ:UGA1U(@ WJE^[KF,4959[ZQ MX;) /R8T_WRK('"&BW0M(R7Z^T/=WC[A3X31!3'LEE [;@IW M'_9<^S*S<*,HX\IH8<8_!:I,8C:_UE67 R^W;&%2:R2M53&3Q6(#K8W@A66 MS(Q*>$EGXD\V7':%Q1^+MXHI2[C$05DOEMA-7J-PXA\QC=EP,[B.?I(1$0%U MK+JQGVLQ//[8=TKZB>V&6.Y4@'-=@OC1;&I['PT)ZAMV=LN&9MK#CI M(V__1QL.9P=N3KPE.3<0W45R9!7- MH,9'LLG3 1J,:?2E*B]S-:VON?&1:/JU&R&WEU23CHC-R1Z<\=BSXQ_8/5,A MST?F#EES,36R,]=JU]^+SZN6F6,/IR]%C:G.PC,A>?L-X5 MS O!)4D/SHHV/ E*EZRH':UV\D/[8T&:9OZ@VAV;K6GT>["C8OH[C9[XI[V@&K<\\O*#@V=I1D7.G:9&&=)3QJ'F M];>?.5LV]49U\("AWS1+>3-IY^>7QT\\2G(J_03UTJ+![=^!EVJFX;"XU>H5 MV\5;RU4G@' ]M5@45@.*48Q2BX5Q,LBG']O:4^L2 M(UX,KEAH"*]._S;$&)?-NME9JZLX6G$6TT#PFXEQ&5/SLE[+#N(MB,-NE8YK M'\5%>IR+>X8KNW%Y?*G^]/#?YQ@E./&66-YNH-8+VOGY*2&@"8UOA1RF5S"P M[0BAG7^!)'R:[+PY1N\K/5]'Z"VN>#G,O#,T$(!WT#1"=X:D]0VEC&&OR==/UZNZ;+@: MP?E&2"\C%HG"@>#W8G>#EXH@4"R0^Q]K"(?V'A.2G,Z?RC]ERN;/;%QW_.X0 M)^P,;+J#>0+.8#'CO4O2M?+JGD;:PZ1-,=6GLCX^#[3A0B"A[.L)2;O^\PA? M)+5\:OF6(U'\H$B#LG2+^$7P\[%8)!Z,L0?8I^^WJ-ZB5[-Z#[8]2L/!< M/=EN/:;78]]IR>M0%V-86_A=[#BA=0<<]>Y8O;A&H;2LIA"&2U+F(Y785G2; M=F&;\45XV1K;)A2?:FO7LA$/4<&O5I]U^W]%A:8 M3;"6\(^ZQNLOC"B<5Z&0W2\H9E"\X*6 8Q"[ST]E[*LJW:S MNQ*_ EU5DUF^G\LSO'_^ZOVDX94*FDRUBJ9#,(JUGD>&?T:I6=C6VT<5\\63 M.="BD2FY8M :HP_NLKL%S:#$'79@][);&K9+. :%0PJW4M\NJ+1S8MT[N5]' M8RAO&?SSHPX[)$CSZEYL)L9EF9T+2#J[2EY5M,*&^XY8IF/Z!@^!,.*KOW[[ MW@D:ITU>!1$HW>ZZA':"N*YH,7G^"8AT:YG\>SC<^EOC2>9IY#,Q^R2<"G2( M6QME+JIK%Q=ZN1CS*"LBJX:\TV4L"P7;I%$IK2F:EK[9-EPKY!D3B@)5U!^( M:2C#@W\5.B/%PEA?=J3U(YBO#4>7Q992 U:"D^C(G@X?@Z^ZV8TP=.9+*Q4$ M$D=3T9I=( FO0$1\#^"D9X\:$=T@=(',-$C<]POR$! =<7]8-Q>.X^BK"$J1 MO];\DK[]JM(KD91QL:^L[6'IL WG+,=Q*Y6Z>E6AW+\7L T5692%7%J$]?8K MX6$CT1L+1PE*NB<6::V@!&!X<-[@Y@F[O<;6S M/8+JW%9G_ MBHM^*"*CT.C(H#6Q1>>))1NH#B^1=Q5Y\E 0 MKXH*:&'--&SCK40_9)/W.;6(+YQDJ-&6::6R@9J?U(ZG\!V4B\K[N1')G>MM MN.JCY=*KBK?2-^:$FH:M9[%NQ:*OHU@I=2'LBM G92 9 4,I>!!K# YJPWL M5V3=I#]_,3<%],+V"[8D>M-^ T]."D""Q/-1#Q0Z3U;6:QDK $0#00 M3RPR$YVY(J4A3&#VI<V^" X.2<[KJ@"+%D7V\V4#T7-5.,N69>*O<%HF=HEB4 M8K=\+.@!8*>@;GEL2+18!DU _JJ:7W_3BNS_Z@M$!Y"3K' M7R8.-77)EW#3Z7CPH7G. 2;Z(7%:C7A=@FFWF#\,,PC*'>0T%O/8]0&IWDJ/ MM:PJH$I YD=M1K?#5]>[<("U0H['HD&^D9[#GW$+W5Z.2-NHTM0V29:&Z2U1 MUB.IK57LR58MSTD'KT&:1+FGC;XD9#^\E.6G(JE:BV>V7N;&[.A'M,HS81=A M^KU8HR_>AMMI+G;10P58H.+1/.&@VBYB?8BAXER(,$W$:*#?(,[KRVW9AHXR M=*WTBXJEY "[?2SB>URE@9OWAJ9$,I1F4+09C:7%X7JSJF!GL;Z_>'>G+J:3 M-1%,V/*'=?FM2P/1+G8IDB9Y%O!VY=F,>=,<&^[9K^(1YH"V_NG_WOKU?SU. MMM[_ %!+ P04 " #+ACM5E^"L":)3 "Z8P %P &EM9U\W.&$Y-C@P M-#=C-V(T9C(N:G!G[+P)7!-IOR9:"(J*&'80A*B J(AI%40%$A41D<:HM* @ MQ W9A+0M2(204I!%%FFEE18;(B*B($191%D2("PJ*CM($$(2E=U4$$))*I5; M?N?<\W7WG#-S[IT[*\8 C3V[7'9 R@I*0'' ML7^ HA]P_#[Z[WI]_Y+_WN]04M0"F@N!9J4WRDJK@'F:2LJ:2HH& \ 2O/_ M90?@7U]*\Y15YB]07;AHL1JV0[D&,$])67F>BO+\^2HJV*?1V.> BN9\K94; M=R[0/GA"==4YG4V7K^!XYZG7JM-\9_X# H/-AX17/*IZ_J*SG-C0V-;]\];JCLZN[ MI_=]'T\@%'W\]'EX9'1,,O5U>D8Z"W^;^VZ7$J#\;Z;_NW9I8G;-4U%15E'] M;I?2O(CO.VBJS%^Y<8'6SH.J)\YIK]IT>:'.KNLY3^L6F6X^!.F>_*5]L9Z9 MM(&DCKZSL1$@K^,K!5ZDQ>.,0W0'P), MM"7Z*3:@QD" !]$(]ALB: =YS#+[YYKC"6$Y01U?>A$C1O1DU.J)V^W?"-V$ M<4F@#_,,'"PD<,7+QGTW0_Q8)'Q( >C"R8)W+/T$=,4(<;G$)/WQN,G"WM6R M \E[)1Y9^0/D\)PQ+9<3#W=8E2^\FSX9&9I_>D=U)W6H8J)P*D.J!?E?*R,E MS[X2IBV@57 C%( :R5]\E;20:!GLNQ)BE]X-))K!+X3,_@2A FB4:R)V16,7 M]#*I:9.AB&9!$$73LX&M6]5K[1UM*[SV6ZC-FG"?7[Z\(AT2L]#Z5:3CW83J M#I&A'[-_B?>\/][8OZ]^(GN2D-5XY%R2WJM9!;"%-3+KZZ;J*0_S]'TT@K0S MDNK0007P4#6) [DJ@(&?0"K8I=Q(@$["",Z8D9"%:"F#V,+Z? M/P-(/-%%H*S@DNW#Q_A)\=PE6J$"4.'(NYVEL_(=]H<50 P%';NK/F:I*HM" M[YJL4P!U! 40?E!>HP .X'3!H0P%4/E0.?)_G_I_G_K_^5,?3O:A3+HWJTKW M<((_A\KETMO2X)]X>9R+MMDRM5-!]/SS&EO?!2A[):VY.^__W+)+]EZZ$G& M3[/<%#_Y4L4_SD6B14 M6PGM2 EL:_@ZE9"2Q^EY;!,<9>SO#)E4G;A/O'P_>(I=N#SP8?.#H]S"G #RX:5E>T[@QN(:@BU$[7%)^I'JEXI M3]7GLA=(Q,EL$V]:\F&)!5=^@%9X%+)-0=R'*)H?O."(^FS+7L1=8+FW/&W1 MX(?17Y$='?:$1^->-E^R"D9[M+VK/^.HN:BR; :XE[3F/]SN2BK,U"=:#,R4 M35Z#*S[[V.N5PL>#]@GODV M/-#LW&4Y@]3;ZOAEZ^LW>R^+F&>_>E5<7^56,C9(7OVY^\V/@@U%>?+NQJJ3 M >;R#P_3&@]'C2\<>E89[4AV]>8:E%0&RYR>U6RZL4HO8L$)];[K-V]M#)W2 M/[XK9J(LODY8_'&>6 M7F]#U&7&/#XM\3V=>*-VT(MFQ T4A)";3;91DBM9#6(=FHFZZZX.^IYG_MX7 M*51H@/[B9M4T[FO%L#\<'.4UQVQOU#TY2J\JO"(??F5?*.L]:C[?Y[+62Z;9 M#67N2Z;ILZ.,0^MJ )V#3G_9=(61S9.:4/JN:KCS 7]\CAL$EDYRN-_8:P,O M$%4E[_(>C9;0#[LR8<\M)LN>/(4F9BD:,WB#8[Q7>:-Z;""YX8%;8+ISUE"7 MRC-)E!]]\WJ2/MU*(I/V2J0W(60M9$B]YIM513LL3DZCFK:P7# M+7-/P%JD=Y25]3C*3P%,VD#!9-A30$J);3#\\FB(;PQ?H=G5W6+@(?PUNJ-( MK$43VHFU BLS+DVWQAN2$EC$%2XB$.<+$YJ>T/*Y6K0+5NYE.[P7A2(#.&N$7"BK.?/\1?UB*L"6X:7 SQ&W!+QWSQ$">YG#2_5<], MOW<1IR]]2'72$\H017!]G'W;Z"X"5ZKFB )0*L>EEL"XID&3CE0 ]<'4N.U@HNXJN"B'T<:8#^F]$!C[[X#.SOEPKJS(%CM*\O+CK6;P M.%^UXO["2)LBN8DX.*(]@>K*L0"9^[/FBLCO#=?3;B-X3CJ0HS&@? .G >VW#4)3E' MM$'VM;/*K,P"&%LQZN56?-DAKNFI*&O_>,,<5JU%QVGWK'#N[6ZBU>S''::XQ#GFK#W"_] #SD!\1E*2\RI*? MM)AY,?3W662YSF>X[4_:LY%GE3:HIQ.J329_"'(FC,+3\_CBJ!+%S MAUJ-Z$3Y7<8:1*\-66O-\TRU+K*0ALOSRO%]+3]!S!2;(G>O[C*67K O:1/M M5)/AF<*\D6S=!.Y<=FXA3)79'7U27M)M.<9,YJMZ"@=SH>!#H E<6CM%UX5? M"5I3*W<3]3H1XRC]J]5N@A#+8^W6198-J<)6=3@^H PWT:H-QP]^)N!>W1L[ M[_(P[V77C6AB8\Y7LC+ZHH6VWPTPC#K75'PD-QP"[0[DUPO M5J'UBJKY9=1&5H*)9B""WY(3+> D4S2_%-^5Z.4)DVN"&QDF4-11&K66-QO? MO^])5ZZN E@6_>Z'@Q69F;_5$&HF^ H@6 'DV1+8V^G=F4^_Y>=@/(+,WC1. MP15O>-"M /RMC(X]PR]&G+%$3IK-Q">! @]$-UT8,5$G88KN4P"V.2T43/3@ MW2=I3S.O*@#5M-ITH9%8C\:X\$)B4S((K^H4:HVR#;K XVP=9%\/YN:UL*=D M#[]V*O 5BRGH%GA;B]W.'W_];+G2-30I'YC\H-EJV.6Y:&MAL_+M-XNV?1Z MI9:K3NB;9)$6X^7L+S1OH>\-,)#*4T:U*(>+*2^_#N)MWU6OOBM HA;>A.KV9\(YPI>K8_0HFU:M&%E\_7SJTOO.;PQ6.]\ M_>>VVSF??D='.V]1QSV$@E-^VON,X#3,,VV> MZ/5.5=1SH@'%5D3QD)7<F)N@0^(4O";)GP];L"8S)*T"?"(NCK@& ML8 7"<6&L%H#UZVC/#:'EN&:0?8VWAWH-7DK[][8 MWL U;E;D3IVY8SWA&\ MYPK E@5?):-J3@K .9F +B/TC2N K,, 6$"07L,TS*Y24."8!TITP(!Q_K2E M+:JSW5,!:%(^A6,_UV*M(H S(L$H#==V8)7C*L7 M>OCP#OQ8\G_5GEH\M!=, [&H!Q'@U:R)Z[(=]%\D+I**1M95=+Z$6"X"=;-, M=[?M+W\XJ@!T[",$_7:QN3!U?T>8I?;2U-S 9V<<;-U*XQU#AJO/7/2[CAD3 MH*SZUW+[6S$6C:WY7W>/I\%1A6[;GF-'2]5S6VK4WU-YI(U%Q+C=_^ MA2F@7N48LQL]4HV;!!]+/_IWB6YLNQ=/,T\2#GY>&%I4'/+IFI WUB.TN34XQA/JT4*M MBE>%WQH4ZM/\K][:F]4>BZ\5\TREU^2WB!H4>AB,T9P^=^FQ6&EBFF@P[@'B M*]E?!.4+P$EOP8 CEZ*-G'B(%;N39'.3^V@E/];^<"'=Y\Z;^$&P3P&(/%-1 MG:!;7NP\\ %,\L'87IRPPP;7R^R+J L&[E:K?;H6'\E->1!QK/4 MU3>+6*.S9=G96:C'?JG)M8%PSKU.,37?J;B'.EA8RR8@CI+F&(8Y^BK;$'H) MY=+\19Z3\\]!L<+%XYF^11>%!F%W^#$*0 ]=&9"!JG>M+R]4W[RWIDRBRBW< M&Y[0$Y8539B^TV=U=E5GJ*,O,YIE!.="%QD6--80)1F71O<>ZD^[Q-'-@3GW M MF&3Z#P@80DQ$DUSMYUB%8FUG41IJD'\ZYXK8":4^V]3WRB!7W=V:7>5)*9 MUH_VYP4>XB7U>M:\R 6=S,%Z ;^]OX?'L'C+*6%..DO41!$-:@.F35Z4V"+[ MM2*L!$VLX''H&D%]-)/-+*9YUJ$X>2Y"A18,UQ.W=MFH1WB62ACECT8SG6/H M8=FK.J;YBW:>*@AFKX':VKX\QHC23W?$0=_N#&5,L(; R\1-$DJ*O8V08!#L M?[2]G+R09L=%S9B.Z4[P06C6!\X1X5+F>B\A!F%9^JY=XNDL1R'IFDW(D3'? M#1S)@JK@W,!L7:BQ.,V)XO#=R%!J*MSSA?+_<_.?FI MRZETR2^W"57J]4FN?M%S\B\MW9:KY\K>._"I\&(%D#KYD7+O"5@ZHP#F#,&I M@4X2/(/OPUBQ7)WT+724B43^8U5E0@ZB\4RD(JP5=7"6,C@*P)&,>E?Z*P"3 M?UE7(5&PHLM7 %8#FQ5 VD$YDZ4 VCH5P*TOMQ5 \[\LZ[3V*H"10 70$O$C MEIA=N>3>*9+PT1?29Y].!W"\'& <1##4BID"Z]9@9(J?I TV OI/O)'WO6@ M#E&75GH4LDVC;R(N14)[FN*$3-R@RXG"49 WA^,.N#IU,5Y%Z/QZIV83.O7N M9-7=Y]<7GOH,2K0(B&8$FK8,@X$&M(V#C(\C8LY0JB;4. M$1<3?T#Y\YK=T;=^L!UT^B6_3]J+_L),]((/]__RVI3'"'G5$F:_&$!E:_[K M@5G:C&'5K^_2%< ).YQ\71*GP5N:J #2+\'#"L O64A%'U0.@,]\D_,Q7MMO M2$8.;\5X1%8"";HV2@?SL(/="I$?.0''N:+99HVW-0E-N*N7F0$^$_:!19^> ML=2>?RW[>?/E1H FUSFX S_BK 6!(&O\M%^BO1G!: &SGC3,..]T"W@T#O+ MD'U@GZNT)]B*(K/1E\;!Q\S29)LZ%,#;4YCT5B'*,CS2 EY/'HM_1U[A*=7\ MS^0/Z(\!\+2U OA4]0"4C/UC:?!_>!Y_[435,*A9@V%.3"+85T2380@:>!@E MZJ)L/G1DW#B(!)OC$)V-PQ)]W@ER7T1SD15':L*D#EO$GV5D*( 9L+I9%8O#PG"SK'P:/ FL,Y8 M 1P?M4)V2O<:"=)24B[PWV=&M]Y0;4J[>I?%7)]L=OMX:\8RHV?7 %8O^&<3 M=QAU>>#^:F;NWTP\L&!&]VM%$G$#!8X015PB*O=QA7A-.+_9=VD7NN)#$"^Z M@FMLNAMBQDZSM+Q@+]%/79.(N\@8UY"]JBIZ3]35SMV02:RPZ*3#9KK M%4EKD$&[!E+98 *FYSS!^1N<&]SVS))?E$ #6+LI(RG!WH>AWT"=\K0K1 OX MFX ?>^'6SW JW;\ _KYRMA Q+8!S]QKZQQ73;3;DA-^E[0MAX+6#GT72[!5 M$6EH]/.TUXA=&%J%[DR)IYA)TZ7:21S H41;P M&RAJM'4D7=BU80JVK>-HKE_/&H8P9G]84,BIH%D*5:^41QB&UD00;UX$+]X- MUC@ROMUMIB#*]F\^0Y6_V83#"_^G9-A_F>G=)WM:/9/";HS[RL+4JJ(KI#:I MS-LW5X(=*Z_GN:4XTG,_-W76W54/^K[\X-\P6Z^KOW/4N)VN/L>;34AR<1(0DH-&>ZRWG:OW>Q9 MVTJY&KSR+LRMYR^N-A*PEL-J@H3Z&G#GD^<=Z0)F79&_MT2?"P(!6R)F#]). MU?N:]-(=!:VJ8X:% 6R\8?2#PG!L+0.CMW4'[6V' M*$8,WAP^ 3DA"V&\40"E64TW96MA_6.=Z'*T%V\"!A,NH?.[0\2,#72/SB_T M"(CK*<\&@W%]+5QTE<1OXAD$1S0;$A*MQ9KC'MOW)PA"]ED^7!]JNE,6*[,= ME6XG3WR%;%T[D*-#K2:CE1'U:?/Z M%M\#DA60=N$8A3UD]6D_QT.5?IZD+Q MP%Y>9OR M&E8B> 9,).F>ALLE"0+/YA9JTG;/AN12$249!3KIGD7TU3WLY3[(/+P)<25- MN;:"KQZ"+@_T8*^$RM^F)>1".B;F;>S503R, \\8V/C@CL5_Z?A"T0B\A:?& MG9$5>)M<8GYRWBV[CW4:DDWI1.?.3W+09_<]YJ=7"L">CWXC"9PS+)"OH.PC MQG* 34G@/T#<+7[O9R?&']B?+^,A#S*\ M)F!%#"D8GW)1Y;@">-D/4GZ?!CREY1B@G% KT[).:2)5$1? 70GL'HEKA0> M'UEVY3'?0 %0!PJ\\0M0M6D5#$D<):IY !A5YHZ\( UC#9IO@:R9PFS(IBH M.A.ZJZZNCSIN)\NO3)"F"]9AJHS*,T7W*XN8\EN$JYRYS/%P="!S_2_@V5%2 M%?AMT7MPD0)@/JPI1'8K@("T;UMQUT#I$?9J!3 67-2F>JW=24<)O0)"9_*1 M3' 2FZP_#JI0 (@>F'?Y[@%FR-X3_:MR4OF'M9CXF'W]SP^IJ-VFBISI: >26%2@ /$8! M3Q#@]048\L?\XU,79X#1XDM\M6Z' O#)B_*$I6W?U9'J'-:]Z^:1/BW%/_&4 MI^,P0C4V!C,IK/)OF)=45)U)T!X%\-[LRDD<%[=L2@<3EN:%0K"JE3(!.%V:*68[ZVM(@1+BR(D7WV# MJ\@\M:'[%#4BD>8I6LW)I_]PW=ZN<'55#GW?]Z6GCU"8EUM"8K7:EK3B,5YQ MH3!*K 6?A$>DJ'^TS([1$2ENMN-\I@D\=<:_R,M_J&UD:V:@DD;[H_ M1TJTD*^36;4BLE8%P#BM (0!?QWQ!MW*QW@1W[8VLIRB"G/XTX@N9W7O6]Z[ MM_1DV4IDF81:QUQ"]TAK--&#"%PLK1#_'K;E"$<5-829/TDXL0Q#VT1[W2$W MHR:7?)ASI,U^8]3C060WG"QHU4<.=PVYZ?4T[[[3='U$^M9>6E%2T1-.Z@L% MAP=!V5<+!:!]\-LO2^TK7FXEF?[LK!(VAC%J,[:+68TUQET39#/+G$@MZ>A% MCGP*K$_;0/[V60',8CFU&/#340!_&MO_LY*4?ON/ZFK!0?*?AO?7#)W.51K[ MZ3+R4*GL7R\^@=9,Z#".%R7X))[$TF1)M9KL"-T(BD@BZB.$CFF,=1(->A1 M*.E]E/1\>CV#\%SBG/*R/3Q569HE3R$%R/U_DD2GWCCJ,S;G$2=1WG.#ZUK5 MGCI[.:STX'ZQD6(G2>UA!K!)L+<0C)V3/HVZ3Z,(,J[2-PH?53L/@?HX?-^' MG3)=V88Q$^MNSIFT/ID[?%UB6DLR0%=2Z$;PQ7,B,)FRN-BZI34>U*H^A"[K M;"H5D94H ;=N&:[.$?A$SIRNZ;"QTM_?:1V]?Z I)V\TTB?N+9MYEA"G )+F MQ-7EOF3?&K8;;[Q]+D0=G]DG'QN([OGC6GM)Y4;G/4M3JG7]5A0JOX]1,A'> M<9IG[RW(GYB!T@6J5Y%3(CP _Z( ?I2HIG9XNQT:/R0A)]%=J?<#SL.LAFS[ MYU!&3!C6-\<-\Q(N(?KG1"P#6GZ3.TRNOS"W_RHA,;PJN:ELH]?HA3GP,7_4 MB_%PE;Z4'Z"AOU'9YHW=DLN.S.E @=6OR;.SI_ ;-IVG;]IX\Z#H0HQ3O$!K M=T3%[9QK@A//=Y]L^['GJ^//3_=I[8D).+/XY,UEMRYM$\.[$3L%L*-. 5SF M,16 Q4$%L)"9 (X8D" [=P7P<6PDX.[2*%23M!0C4S^ 0Q>PCO>J"ZRW$/#G M%N"0I5T*X-OV2L,URMD*X J9RYE>@H>-'RF J7 \=!6.0"_'*@#E9VOSRO?% 7]HO;HPSO:,< M1"\!/=2,'; $HS-/8>S=HQ YX_0!)0J/@BS+RQN=8S;A^P6$R;AZ+A0QU++; M?OSW"YOINWJ[KX4\N/)LA_*2(TOO*K\%]6[*B\"ZW\&I(Q@(MLI,P?F8;C@Q M/JTD'U0 ?S4[[>_.\W1T @ZVTRT$W,>!*T9C5=V?X"5RS!FM791I.448+'-< ME]\LOK8F=S'3@+AZ74IZ',4P^/B2&RZUQBYFLV:]LO 1SM2R#G#" D/GO(.> M<#*C'3_U,WZY IAX2L=0I*O7^R[.^!_B1H4T],[!Z,>N[U74[^4J(Y?94\H( M]1]3Y/>^&!?PU6>D)Y*C$@^7[-AVO.$"IOQP?P\LBC6LH;?D;YC.ZP]&W^$% M5+20JN$IM=RQ?!99Q<"4T5V,,]1.DC%A^_#OP0VS/J#J\/=O)/TENC[J.DJM MX'_"8^?Y?\V4W+]E6W=;^PY\!@@=X:N/7.! ^_#P&K]&=K9I-AX3@25.%KP9 MU?="'TOU$M>*U*?9UU(<"I&8<3GV;4,EG*FK''A-@CRS-XTS?>$F1238,?^[ MI!YWQ*!5$_IR]2+V.T(>6QQZ5J7T+=3&D_TY1>0KQR/+#(K(A M?2&6S?LQ5+P-N3>Q;6 WB;XSG :MXNZ3M');#>#<>E_+SL?AK$1>=#S+WZ]X MA%?^(#)3H0E2QW]^@J+J;.J/4G M7/Q2_&5UMG^@V1F2<)8RB9$!]*G2*'K_=?M_?;KZ*'=4!/HPYPT$D'&N5O&O)0<-,@)ENA+)X*-<4/D*_G=5N]X,I M&DO8BSM.FQ!ZK#F&8Y&]*1/A;F$_L+M62"X4/:3]X=-B.5Z!YU'/+S_-6%II M75W3O:8H/,K<+_I614GI#7HO?\_J"*)KZ>T984^#7Y$D?SM+SPBHJQ M.VJXE3' 7.Y>GR\\P^?C$F.QTH#^<+JG_K,Z%=5][+O<%0_G"J&7E-Y"N2>Y M4V4/^M%[44MBJ?J;_CF&$V]4AZC=CI;#2[]C:2&7/ZU-092[.-\6L_W@FS(0K> MD$R$FXR3;4762;[&5_V:8G7$N^FXP+^Y:?O"" MO <#WD%Z6F_/7@WW.S?_C;GPIH$\ZK.+?!93"FEP[[< L*[M/A->SYI<0C:# M<5*:6;:+ DC6'M)\):Y5'@'NXJ:W8+P6J["ZC0I@="7^:2MJILKEH#[M6-OX M?IWME +HV$4ZQ43VXA) I(HEJ;EWB<2S%9 G>V4Z2(3$GKT(QLN.H*U\ \1_ M:?I%EIN $(_7KK81,;6<.DS0U=A+@E[BC;:I8-W# ME%0_I@#V\3>1Q1SY--AT:5LKO*\:ZPD[;;"NX8 %[-='SDF('=;?M&W&2)]: M#V$M8MU(]2L2&R/EF#V&]O]\"RB =2S8TGG"6$9%]F-VWD8'\!KLY6@SLUSU M&GV1B, +%E8DVIN+\(OI"^ <%@VKZZ5YPJC^5+NC;3-9MO6S>H;9M\'05PYY MG^Y/U=G_6'QM)ZN5!%_(_]Z'4YS_T8=__MZ'WZ2"I2M>/ >4[&N7 EK/@4C M*(E2?@RC#0W89*1D=-TE4E,P^KW-S=?&Y*6F_ E)LIQ( +^:4GIM$4-_V3:T MC5EJVTCM#SXDO\=6H9^!E^73. )R?1_"PW&?3T? MT36'7:]=S*+"^B^D9#Q4%\(1ZVV*6C\Z11(>B"X91!@:*G!)0\I,2NID"39+A-4RY M0=KD9060*)!$*8#;AB0!CPD=),UMQ/?0F-]LWZ3*Q HC&2^XN/?\W_S]Z2!NOF]N3]7!L MCI6X?GK 9?% VH@!2:;.3^J;,OF;IM?D?8F7V] LJ>F8:#&V8LR*E M3?4-UBEG2/!JDMS,5+H-R^1+<(0":*DD"<9 Z$=P;J_SQ'E,?"I!V#PSPE'; ML@.JLI4@%X/^'%8"6LH"/B>+Q41*FK\I(M6 JJIW6S)F/$F!E M(?_R@RYJ&8WN!_53GDGRXSYU3S]5ZII^/L/')EM>&[_HF4D?SARTSD^@+NKHR3'@?6' M!>*Y12Q4:8R"Q#DCYKXF&*_(Q"9FDJ< 7AYN_W8#C,9BFXM:7_RW=TK?*K#B M\RWM(IICG7 3)J@Y"9RETUE1S41["7-")/)1KB>J0_D)Y9,1#8.K>PGFG>K% MUW-&>(P[#M+\AQ\6?ORAC^>X?DHE)/'G8.0)YS_(LUU'=ZJXK%CQ46-B(?'N M<"Q9=K@503"V WY?^'BHC)SY=P^T!KGEI*%[X/1)TC-5U#2A48R>#I;?9G1C M$2!A#8/?1X(+B'\9 <@US$OF(YFS]238W';"$^H5YB?0R="P$'\%R]02;B-1 M5<**MW<4M.K2+DB'A<,-/OMYO5YM,VZ;^ SK%,U$M M5FI.':$S1G="-KTR^3(7$#)@%=+]X/?[04<8T#^#=R_PIT]^U_=^,;X\S%KQ M&>NE$?]N+W5&[-S_09SWF'XGSEOIWXGS'DY?QJ0GZ:N$))>G*X"DW#\/[N(D MF*T)06#=;@4PT@">Q2'.N&0^\K)WKAMMLKU.>/9^@9/DA_Y/7A?9">Y\)TWD#_ M6Y6')7M>$RO_D@<%I"V.K;]_L[#X'.KR,;OC/A&[2HM 83"U?BLQ0 "L/ M_KU],/ZMJ$W^[1U 9?E'%&YAGHIB5-*U'5Z5EKUXKOGMP,N6KV+$@8PN MPH2(RT+Y-5"R@HA1]:DOG$6<(8G']PO/48PWLMMW\,]\F5V8WZR=A?E%X!_E M %BB_^\>R,0CNB1T48;U=:X^HJ,MM;]UU.=4TE:41+>/N.%\_&%B89&>_X65 MAW>87P668!$P*NB'VEH3IX$].WNF[^YN.01?N18O(I&5(SZT3+)@M3H<\9%>5"FT&?PV$F>U*%?IXK^U:O9H#Z& MX;]L9!.MZ/>/Z:\JOO%1AQ P$4/C,M_IO \I>B<=U+36_.L"W+X%>TWN+Z4M MGTNOG6.M9P2_%>YD:M3MUQFC4AH48Z2(\^[JIV+U#W=GYWW M/\M\#I8TW3%)EFUBM$;:$TTZ$'.]#"A8\.D*0[?='B<0QV\G)>CU/!0UN@YV'O-,6IREY$U+#QQ_9;WSPJH '_L0O>9!! M3)#]@+Z;L^DR,7KVHH.MAFQ[DLFOJZ"HBZM-56X-&G0*-]).S@[U) M:KWAZ M:86H/3A&)T#HU:%E(;M#!#Z;6IVW/'F$O\P11\^>#V2E>\YX]AX M3#B^?$N M,[<2A'B$J#S@!K#,[)+J(WLEEV/^R=,4DV!MF@^B+EG7*Z@/9*RHZ+(_$,I> MCB&P)B[9>N&@LFU"2!.K.( ));>N<7DV+E4]4)7V3NGLG5<^M08*8"EJ17,5 M_C%H15'U@M_YD.JP9HZLC!(ZG*_UM8(X5V8&P/KLU;W51L)DJC*-V6#HP;Q/ M&^OG#JZ!WI7>&YM+B_L2;JEFUQ+ _6#P9?)T1L?X$*4O08!/H2MA4M V\2Q1 M$ZX8\JSW.<_=_HE=(2!KT'W!),9R.$LB\H;E$M/F7M(R]G*NQ=7P%XB#8,!1 M,)MX^&A)3:/UYZ_Y:-LE5\GVJR-G?SUZ,G- M0FJ<[/[78MUP';T#!/OHAGWBCK=4O>]69-NB/EY@7X\"L M?.G^0@6PXZTCIKN*0;@;\._AQW,^GL("(X^?9LD),07@Z3'.])(N$O1]5JD> MO?'318?ICG=X+=>1SOLBE3Z=O17?% 9_]QGZ>G MW$1%BRU58KA/#9\;,@1Z_O5A-F5"0Z1)K,C*:IJP# :YZ.:VCW%%']N0$SF! MQ'7M]R__VM3&3F?UC6V/:FB_D6KD_=N:?;\ZZPRH[FBC6^:,FAA Q7'WX%-< MHDEGD345!U.YD8?CXP23RLZ= N\H=5/'=NO"*+?->SL>6[5;381-$GL&WW6H M[ T17+,Y;/C]9M,U*K\"9C< X/2-_8#R"XM+=ID29A)3NQQC:7@-!7"&/]\; MWM3KU8DZT,]4PJ3"X JV:88C&[+J1-;!:1)+QY[UB'V8L2.J]7SF*,/8-R#C M5Y=".#R,QEK5= ZI$#7;;4C*<*RPN4[.P.FXL 9IO8*T.+8MW#FT^NE#6M7>]!WM0HB:9-0P MJ--1[9X_4GDF3UBSG;(0YN])&O:JZ"W+.MG$;LJ=DV5Q;(ZC',I+2Z0,P]T1 M\K R&D9M)2$UK9=10_A4':]T3,\0Q\5KCU[GGBL(J#C_ MWMZP>M(JY9;8^L)7_;@=I%8T"2WF"'$<>*VM7"_M?3.&CK:-:>@OUF #'H0. M4>>L\$_3T.749#SR,4#Y!I;53J1/ZWPML7S? ?=A^?4OZS&5J!,V^S@^M*.5 MIP PMB<+#*:449M!#'AZDZJU']$7P@D0VWBSP#^9?KZ8=CM;' $[QOSS?_A]MELV< ,XW6P+/ M#GTK$K'0 E"_]TGO37HD)AS2+H%XZ^C5K\7NW>5IE_'+IE,M7)]4W!(?Z+;Q M<1=D))VU?KN97';9-ZI*OF=../CN=8?*Q>+0_*2%!^]?_^D2F/A)=Q93"ZKH M8F?,I>JRTZ!P"_TXIA9VI<$7<(A.&IIB)'V)B>*S<)T">!,'T F442QD"QZ MKU<@FQ6 _T8))MQVTXFLKY@^3L .K=N+*8@ZSMDT9$]K"AYYZ3FW'JPKHZ@2 MK9#OEPR.PE$"<1,_GDB"'44O20'4U,JNP25PAL XHLYD;9IS]W%H3,[?'UO\^[9I;\[O\[,'!P4[/VA] M'C2ZXM%DNV[_C77/-MD"1BHI0]=]U27Y(ML$5'V,M&A:#XY$MT@LFBA&00Q5 MZ%9:7A!IB?U*'<],0IP-Q2"H,OY1,;*W%[&XVTA=>B?/R,YJ>P?/;$[YF>D:G?DM!]YSS+LI0OA)ZUDEG"K$%]O3!'D MQW76D\J,^0H!MP\E #7Y=A,$;!E8%X1$N"2V O'W#.=86D M<]-CO6SMZ*7]/I(M&>?#_7*0G5!3CJ'K+V!M178A.9-=Z1V5"E)Z9\Z/4 SH MOFT( =,]$;5&^(0;-&8C7QMQ8,&5#KMZ,#1F)EBSEL 4;K8Y-!OW_6H&Q6"< MI\<11CN)D5T96U C:,MUHJK+4C+D9.M;&W>05CB9[ T(-+ MN:CR,W9E6BU%$R'?I1%QB^B^[=,*0!MFU4@CAV/%G[=[ MIH1QU,(JR"3ZT(\ MKH\6W-AK:)O$J@X7.2SX>@A"LV[*--"7OAOD&?;.(LZD&I@PAXL=ABP2&":! M>B3<3.KY V 2CY_ MD1.2H;@60EN7[>U@UYOO0+0L,&K(KNA9JZL9EV/N#'B M!BO!!F_7J$V+;*DWC$[O),NB*"^:]Z=.C@WTI-VD5SJS?&O$(;ZWO"S!J.E= M26ON_^N3 ?_8YD>UN$;)[-X2IS9;9>?XAY^XJ-5BKVZ5-U-]J^*@56/9KQ_Z MRYY-O4QV>-SVH?:(*]7:?=5>S@8X61JTQ58!E,@Y=47^7(S;THUE=DADNBAN M-L'>TU^B++R0)WP1:J\IXB@-!!B2D\(5P-5%CP-PY_*1O9+5#VV,3X*Z_=Y! MMR*7>&3^:'C:,#5KMONG V41W@.D%P/1K0>F9BB,%+A?^HL\O9@QCS9\3&+5 MFU94[7-WE*@JP=538RO5.7&?VL)Q"Y ?))[-.$-Z5/<$W;^PA14$T;B-!^'T M1B_GN##YJ;V==,(#9P%)9=33=OMNWN?2@@].,]VSTF>KT);M1[:!)-F/OM=3 M"!D?Y2FQ?WSA?SZ76G7Q+>5>&F$\"@T5S&'DB[&WKCG9@8XU5_HXB/B8_IY7QXL MV/K:JW+MLNLBW^"NL2/^V;R=5M4=_:^5YATY3;NO%&^@NNNQTG*-I0O'=^!_ M(RWA!##3B!BKB4FB50QUP*_[?X+=S)L;BDRY\Q&'8%Q=FM8K 2N6J60?@FE/ MTI)RF.X0(AKG\,[7;F]-1E?2>D5Q&')8IJFZ0N_$;J70A+[7<,*,CV5=MG(! M8P!OB% D^M+['6PC^@%(G#QM3!52)BA0X9!M#%&C@AL-"LF7Z#82(^DUF(4% MU$/2'#FLD)#=0<>\#LJ]W0R5 M:G6CL[SB:[_S _+$)U&:!MT%UH4X33W$]9C4%CKXU([Z[D][E.W]%'! M "6(QV85!F54S+U[411449'YH+0HR#"^\.' ,=]!LJ746BDV32\2]D2_81T3 MKMPH;*4L5@#\[7P%H._==6#!4ONCXP**;!CCO,*1/\^!>G"'P5:)/RL.%&=A MO#,YUV3]#,22?RW"%%!XC1-P7-28S=95 .QP#KHAA5;:6\^9?8<1UL:>[T^F M_4\XYV4%L.CX1]NXG)9QTSEJ3'M@GBA<17Y2!F M,%7$O&J8??-^5JCE@&]O+6K05>U&3/._^/-;?__PA\WYT=?G M>V+TW;]:)4S&2=8C*V&F,,N]CJ\62K1$K&$))):&@ M@DM S$7&&AAM ;>(/ M W2=9$'-ERR)"7G)D:!;V1JW6D6M5UB(MT-SK%]OV,%[M&P^N=/&W]!Q4.XL M9%TAXB065XO9J[@G*R,: ^CJ+-B(Z[NULK*W_*W=CJ<]847!Y'A7<7QO)()? M6NT='+CE1<3YB'PX@3NK%:S7NOKV^8?)QW4A"JXN$7> M"*[3FFI".QGB[B'1;UA832X*ND5<"\7G4,_ZZ7M+/:9F;TX.3%&B"7Z?C6LH M:'H>\EN53WG_26-;:1?(AYQ1H+ TTF,KDNVT;C>U*O>G7W/#HA M>2<3933P+Q-70OGU#@OP2^2%PBWID% D\'@AB6C>WIO87VNE6C>YI\6CTRJT MO C?4,FX/=MIF_S'IX]05<6/3WH-)%^.]3;PU3FGJ8D*0!TUHUM(VN!23$TU M;?%5;B>N?E4XDOU=..^2,K5( ?@4HC5<+G-$W.##YQ[0#Y=VTI>QX*G>QD@J M%Z_^@9;O)/F<.\1/\#6(-K1R/4191GL53JD)\-XP&X&0O,MF2UT*"TM9MYB= M7T=F/3V]-JO^*?/"3OTIZRH>WEVR_$_9WO[G3/_^L/JY/V?[GC]E^GAD$O 7 MB##X4Z;_X_F]_W7/Z6$%"E9^[9PX'/*\^:-0=ZR M,^%)V\S\=IDZ_U+ V";I;3:H/BJDO+_3R%=AK,MR%H -8E[R$=A;]'M8B%;C M- 4/A]'GP^/"JV$M,I8.+92D%R 6,/5AU=U=16>@CW-J@ZTZ;4'N09D76DY( M:>9[_=^A.\,'O_W,%VQ3V$;9B9*QXAA]+ MW)8L=.:.%^&;&9N@ANW^*8(. D):RBH\0COOW;F>_M/U$4/VBYP-=X3)T117 MPST% MM)A-]*8?ZD!-!S'8/0XMR!+61 B(+Z#!\2$-^*M$K98XOP8.#H&&]Y5)5.,V M/+:WSYX7VY"IWU#D39'HY2XHS!D_Y^LUR$D,:\%7C#>BAHQ6#)O K[PXMQVG#^0W?;U7U1TGI-?^%W??[=WQ\"NXM>V;W4J33O-F-F57ZK\A*[5E6I>O+F0-^*DI'' MQ8,/)G5CO]_R=5 !Z()#XPK@1? MR;NG E)\MIJ$TD QH8TWF!A"GI>GU%1MT/*LG![GT45]C^K*.DLIA9_6AACZ:JFYEWD>*#ZUB"77/ZBYD7, M(L#!) D6<(+!OB8UTJ*!,;P.T2Q@BE;::&(&A55ZE O(B=L].$-6$76#UA"3 MFZ;#:C)>*J[?.$9:&%:CVCQ(A/2O$&8P_.#FC#@>D53$H:T//QP)"H[6]R^B MA\/.=_N1TYE?FS@Z&S80Y]%DM0I C6T>,$>)0R(>T>([A:H-UP4X>"=]LP#$ M]<,_C0TZ5$KLL^VAO&?I44-5;N==JEYTVS^T4969BW: E(QOK)H(W/BJW3.9[5X\C/:7GC!\;PFF'/R[W50G8Y;&[(/03U)I9-5Z;L>Q8I3O@_:CG3 MJ":O=8]'+4*E$,8P-<0Z88N0J@S*D%>KR$'$.%10$%)O1<4(J0,D0$@$A$ 8 M].F@PKD] _DF=.%MQ9U2E>?'25S6V[%GE.N)%([];L/!GSX078H9NHGZ:1QRV9,]W?. MF&O!=V^_5-G2512FQ=,^9W:1X) %U/MXE+I6U &L\-66WA-901\^N9TEER7 M,,' ]J6F\H_U_2>+P9V[>75FRI4*!_/@$(K-]] ,NHNCA6 +J$$/@\'5?:[.DWG?TAI/ XOCST<[3'I_;<"Q MZ4#J#^E^ 5N_Q2EGYKB'^DEK3P)\27M;L&ZV#@JPR#KP5IVN#0!;2ADV=L!V M0UQG]7%Y%J\+QWH\.:XG+8.9NIN0^0G 6A?V-\; MP8-IJP?\]$^NO?*"?"./80N/P/>%S@-<:.1=N7\ON,'2#1,K/B1"(9TMK\\-5#U=/(L[RO^J?N14IV2T=_3-%HX@ M[K5*\+0QGYU/H1^)&Q8]YT M>0%U_ARW!)/E7Z"_QK0#"M*97@H#E]1G7BO7^MKM8[JUG$\GXQQOE0\_:MI- MB37=,2\=QUF'N1JWM+ 9FT]JK,.R?PQJJ*=I9$P[PEHX3_&7)E;G3W!$&IUR M:US\166"P:,56C=9]R(>?APSP./A]]%6"#9T;/B*]X-9PA/-F]E=UV1GMJYK MBGX WTDNC&1'F%76IWY^&'FX\8[U%S9_7^5]_>>]9=9*$A0+O NT)/O2HK:( M,_$9!8SA]^E8:N?DZ=F>F2U53ZV,3NIGPFR<_UCEV1$;CW^$EC@E'GADM8!Z MAYOGP/<64-8D4\\6K^=QSY@>C"#Z5S!*C*6PN0XBZ@U>\1'EC._^FREB7X@R M2RQ 5LQ_R=@(63II9$'8YOLX&_HFP^&:M89_)OE!FJ)"KJYW&@HH*6)$LL*RLX^OR3<,[C>WPU>SM;XJ MM,U8 K*/6:CV64^+E%_AVJLZ*QGN4'+O@_P[6UU?=YXD_DYY):#T^QFM$;2< M(KDQ$^'ZNX5@4XZ&T%V0CW1Z62(2#2EG&RQ%8X\$0J0+_GY\GAOI1% \KON: MLH87M!\0YYO; M_UC ?*8L1\5" ,W#M@@+/_Z$D+I;)^*F&@X%W7D 5P=BFHLTJ[*>V@R_XDT? M^"Q#X=TW%K01?R-@T?#>@\ +8 8'Q9GM)<8K(E+W LJ#X8R$P&5:20%AG26; MG'6B%/UC'?==:S86Z H9+J[MTG,]\#(N:XX0 L5R=),:.P3@PRS(I>6\R/HL M:"+^A=7EO8ZMCQI,BA3\>G$Y^L9M7MD*$X]Y[*K("@H%SS$QC*]:+-95G!M< M.E-@X'92,_K"#O%.UK@;*LL1OUL->:K]4(,,<"&/6A=]G'(&B85^@7BKQ.!" MT=;T-0*KPLMG,\*_T8,+*.D]4ME%LV(_;)1'0P1K=G=VX$,HH,8EO_,Q'/(! M#)2Z/+\CBM60HY1]]X;U?3\3_\P;ON4*T!4@FJ/Y+.QKB MN143OJ:U1D!I%0WA9D$.,Q4\0;>^GN@CFW9 #GM[*,6KF=(PM=5 6&JPE/(Y M7 GF2/(IZ2]$6X-S \@\A]6/$WB;?S7Q%U#'O "K<7%X&UP'Q?=$/ \$ MG%X<3E$R4'"#=2D]^(A6L91V%HPK07[4DQ9+45")4>T MK?X@+6FP@['1<$M@JEM!OO+3$Q.3=!U'V4LBP#_JT5**._(]1.G@V-,C( M^ M."),E6[(KPKM&$\[NX\KW4_;IY)[4B_0R=3K'3JWCP$YJ7\ED Y^I^9.9-54\!HWA]TU5*PT_FJS.@UCPJ6>=VVZE\1 MG;ZK\49UY3I[;=#K)KL/UTM_(9N_Z=X-@.FJ%D2X9^E_2IDWJ<=G;YJJ1:$@ M4"S&*!G^-$74"E\-6S?OTXGS MH*'WP 7:&*^N)#M#XOL6,'QC$I11F.M,#>U0KX=Z3=-2 M2I&0*V5ZJR8<:"S9H[?JT/Z/.'M:U0)J9Q[>\6W(]\*NHCXD06A >O3;NLRMIIQAR1OQS$M RP@F3T>I^FO^DP]Y,6OF!_2[:GIBE6G2 MB0RIV6[;_NAK/]YZM-O_ZHV+-G,A+1?W=*M/@X:^08N>X"L-V!97;CB$&*^H'6:90&=@-RV018%59;J^!1X!S\U?CJ^;3#@ M-O_*4%FC^K;_C!_P;' J+76*TDA);KX:[L1&(;L@^;LZ*/N (:>0HV46XEP" M H[O#,CV>'<^55CMW"RG=O"*2 "\EEHL!4[UYY;@:"Q>#?IC!#L+Z M0;ZF*'C>GZ.UR-9X10'Z@FB)0=TCP\P?%8:/-0RJ ^'3(,Z=-C<[)X3SC>OI MVV&N00+&R;DCT?(:5T,OJQ-G _O$PG=TN MB)SA.-^TT6?/9.QI8EIV-+,_?FU.F.39 JIFC/?J/O7# MS-3QN7J>YLWT!TL[:[#H7O-2TR]B1S@2?#5ZB>O !] G@^:'Q (0@'<)>MUV M/8&(18$X*UIT$L0_;G_K M_.+_>4*4 2E^":"YQ$#N"F8N"O,["_)*XH*3O/H1GUE?BLV$)R=_J45[;-RI M%'^3XAE<;NE,MC#IDWZ4*NS&R-Z;#(I" =XAY30MOU,8Q*GO.=-,C?O!S'RK M>31=B@1#:!VUD.!.QT*: L87Y)KE"Z@\)NV))38%C29.],S_ M%H'EIGR-/S@AP6:WU5193U09Y\S-4P\:],0RAA4]"PK.#\0Y=QBX^CF60&+- MT)":6^1V: NU&&MA9YVR2^, A^KGI)R2)&,;;=%F?8 MJ"@-L"-US6-XJ778D]EMSDD#_,E>W$%3,GPV54_&LP#[^^(U$['QRDX5GJ6V M>0Q?OC]>0YK-> AAE-+17=ZA0_P/+D%]@BLWP5]GLE4["D='W?)HHUXG5O@N MRPC8PX_]G;V :E]1*_YXV"V=9=$Z&;(%HN:=:Z5X MT2:)>2J=_V7>R.3Q/888+B>=^*7J4%(B?.:9FGCO=AU3]MLKI$;Q=^!!PQNJ M3)&[@') <,9],&$!%0D#]^ X;66>F*!F#!%PRJETX+-;U;5P"!'VF2N0)'^: M,SUZ+)<"3K9EX(O47M"5ZO3CJZ\V,Q?)M(U>Q*$CT-3+RI\3EEG$%^,+)'F( M>8SR@J7EE)D])@E+'QJH\FA.$8F_^S*80^X(KABO<8*C]+QBG)?9ZX1]#0:* M*_YHB684V0;S-=;Y7?4D4GAY13TMWYAA1PC@*$R;:\O5LOA%BZ1FYN8QH]XU$1+0 M1<[TK9R.V"H?]FJV+.I:PB.[V[Q)K MSMD>AC@*$H^?$C:$/-10?MP\E0H2Z M@"H$W .Y(W5Z33%A'4-* )@%Z@T#//,RNKNI&%EM]2L4+",S6=Y>PV8,37: M,AK;,]MH,$E**#SSRC%:9/O4$1#]XO>YCKVT 64'#I-N*7!/.SDK766*_=<" MZH3]AM._'-6'GU9MTF^:C(H(;4TP#E0^BY7TQ%B9HW*>]OSVXLK).]N M1,N]@TQUA,7PV4,P4<]S8CQ3V[49%%U,![BA?8 >DIW*U'-92'(8R98_7?PS MK41N.5PZ8"M>7+^13D[=*!/BBB6Z;^$2IC9S)?\B;LE)X>[6V7"7]"224B<4 M5 ]8;#72AI9%$T>XLY>:3!5F@.:DUS84'X/><(V.YF?K'T0. M0L1/L^, -XL><*+'&M1U5'TUL'U0[*$YH0XQC+WAY.BQ^V4,OU8JA+TO=LK3 M[V*'6OQV6+)A6U<-WO3$[(T<,"CSQ=_"ONU7- X?-:.^8#GO'CRH*Y!W<-W@ MAAA391C38"V+_2O-7QH3"5ZI@%JC2!@:29JTJJEE:#4<=U9'7!JE#TWHW98H M;-G(*.C?;6+BC)D]EIZ;^F!T=2WZ]Q:=^P)J?/WKCY(,E[T1RS_-&06"@!3T M!8D+< )@,S&(]7WD6RBG\ORY!=3()-APWJ+,IKT/JNEA'!U=\B5C$_(9Q#V/ MD"$>^$HFQV@"4L/92V$O+//:U3N \1 M/! F%%L&&DGNC%[ Y3[!@S&H<4$33BV!B$NR;#9'_ N,-Q-D?8%?#W4D= M9_0!8]V)&N\!)-RXD[[7L$-03^/%&R0E,W['<.?5&.'C)X,?R[)!^[^:<:;R MVG)S!K*ZE\<8'3MC;&[.;1/QFJ_52[:;TM6__>;3(D2_>8' K% 77CV<-:8KOSU 6OX"I MW544CA:RSZU-R0I?0+'HP=[Y3- V,6,TF]@O7%O75*;;[D6IHZ38GD M?5(6DK7B4#H.[H?DG4S!TAMWZ2Y0O?=:0S>W%B;-$JE#8K>#]#5#A"]IUGJW M#FZ9.+RU9)\ SL47N^DCITB@I+!O1'W2>[WA6'$]+4Y*L(-S=(F1"8-'*[J$ M-8+YU@@L91*>093DX',R1/EL#&@\U\^]%.(C TI'*TOI'G7TK? 2:#GB:'$_ M4P#4.ML)/>-<)]&7MT)6O%)1I'&; M2,M.A(W1P^LF>PX:$!D/GZQ@"SQ?#5 M.DN)RX>S-)T'Z3BM,3/=EX2F/5*0YC6SU#Y1>AT297H<2'2GV7:JT0.B'..N M;7H>BAPR,WTA;8I^6F9U0LH8#AFOBV@[__ZYO'_O19& M_@U02P,$% @ RX8[5>K8ADM-8 >?L[SG'MO!U8@596OUK?J_;[O?6O5DG^6\X'%!_<=V >KQ@U>[7U;I'6J'56\_^$J.Z4$]_B8'AFK4FINO66UANL]J^ MPWK/7H=]COL/'#QZ[+B;^XF3'C[GSE_P]?,/" D-"X^@78Z,O187GY"8E'S[ MSJ]W[Z7]=C_]2=;39]DYSW-?O"DL*BXI??NNK*:VKKZA\??W']K:.SJ[NC_W M] J$HJ_?_AP<&AZ!OT].34MFD-FY'WXI (K_T_7_U"]-W*]Y2DJ*2BH__%*8 M%_'C $TEY16;YVO9NZJ<"=9>N>7J IW=MQZ_KE9=M?4(I'OVE]:%>JLM!&O@ M'Z[]S;/_>X[%_"]Y]C\=^U>_>@%U107\XBEJ F0 ^V3Z)!GXT,%W6NEAU/V MPVZ/?&"S#OBR$LYYW95M%/YI6-YW],D6I#OC2)RRLQ[ M(7,^K;0V0@ZHD7TGDL@+[,P"O5= G,),?[O5R#LAJR]!* ?J99JH3?Y(N%XZ ME2F^A&J^"*!HNM=Q=,N[+3RCK80W?KUD:1KF]_*1"396LY)\NI-4T28R M/,_J4_><]_ /V\\5KZ2O$A[5GPA.UGL_(P>VL8=FO)U5W&6A[MZY0V@K(_D[ M(0E<2M> P-H2[PU( E6TD["K@^[%9\_KY?4A)I1N=TP+3&28M-.-!&IF;RO( M02^^@VG1SS0%!QJH]J MS*/OA<:L5$X6ER"7A;GTK>=?G!P:,(#-Y4 2*O] MV2S-/@2LB[R0W7LY:5!O<%H6/3I!&)U"FW]^PCG2)@>"J#V#)U*$]9TY2;9. MQBSH: W#')Y@6@;MJRTB1#;JFR@LC;*KED5WCE039(#8:ZR2CEP MF* +\M/D0-ESQ9"3G*@_QA(!3L4ZRG(&CDP_@(8>/(*+.6. M* C9J)8OZ2*)Z8NT++DP-*7%FGHV1&MLOVN!R( MH6 CF1HC_WWJ_S[UWSGU\;/=[M)C<+7L%KMW]@$7C,Z.3N_N;U[8TBQO33+EG_:-SUH>YZI\MTK9^ZN7KPD M,B:2^6S;%;O#LA+;G2*V'M90-/BV.+!L)NS#.P5'EW72GW"%,MST+NO$@LI?%+(XFU@T8 MMUT$G4T?^T<,C$Y\XV*WN;J%?M:>'\EELT[8774>%@ M4ENSR*2!N230,"*N@9V'9 ]6'_5PRD3<'4J98W*@QZ1ZP X)DYHQ/K((C/4> MPVYD+;H*9")PC[4-/O/$IBG;'UL%<6.*@G#L'(H73"\[>6FPO;?^8K'1:-#! M"9<.R^TD:M$[[9_>%B63,X<>^^4/\&+ 1WW11MWAM\\W[>=>NCKH M /_+C;*!EE#'TY0#@E=%K'AKZ-6ONP7/:.9$)IE/HE],$""OG5_>O^^+@&5'V8P&AIUT8Q*H#4PII1S$C MISHY\(:;] R.J&$!-)]:C^8KH6!O7QUEP4O.*JPCYTA+*#71FP"S4CE+>VF@ MH+$VWT0P&$=?YN\/BPZ_A@FI8U/.6T]T6,B(T_P8527-F'T$UQN- W$ON(_* M)-?3!IZR&,.;1JFCX=SYZ6B15K)IYKQ_U#A'9$\*PLH)*<17^0U,(5%_>-M< MCM@W6$#2]"M320Q+M=H%@PEAS)XL25*W26N%CV!4[;=0GIY';P"FW1KV2*_/ M,V9\YZIC[0U9.4_U';*);MVJ(D(<3X.S(H"CVDV/X)-4D49/G /RQ8^O.7U]O][FT$<;[T^D M\=M4R&T1EAH]G"4B])C5&6]H85C23R,4D71B$=)-@1N8(G8ON8:KC>K"S4)" M?3,A -0((_12A:57*FSX09ZUWF9G!(0X'-QV&7.+K@8^13>6IM1&W/0KFTB8 M-F&Y0ZO3(EB9(5X>?4'2XYWY!>B8U+ENFU0B"F_>T7[Y5&I?R/7KHI5OF2KH M>N0,-',29B56*$,3U0RU;FQ5@(@"2PH%X"+_R+7/1,O\3@7HLWJ]5Y2_*HWW MVBT2SS44YMY:==D\+]"CZV7K,I<3'>/CTLOBH(TELA=M7:,7#JH]\+LT3Z]! M&',N.NZ5E6[#SUL?+O32&KLMY;X_&5K)/O_S""]"%BWM>R9^0]X,\M\0BQIQ M\/2X8*I9TB.,%DKAQ(TIG@K]+!+\A+ZS G)/.M)4@YE&;Q2=0BKY!+613V6$ MQ+'I1_J'K:SGE[[H$7/;QMMX8F) DI9PP3.7R4$YD)@&\HN(4Q&'0<%U688< MF.URGW&7 RH:P[VA9&@?LR_R1*C8SN!H+5E5XJ21^O)(-H-,7Z]R[E9-P3NE MV.)X^^70?O;WL$Q"OQQ DB(P-7LYX!BF@BUI[IF0 X_.@T]-4.U2D7LR9L.H MD@.OV0W<%..-[;8.\!YAZ=@@U-S(6ASVIY?BWB"?>LZ*%F%EEZ5>ZQ0MM-_$ M*?#!O8T7B_KM/GR:%UX=J'7&$?GD+ET$5J\*[=_B@JQ)0+7+#EA\W': *-F- M;/Q^8"W+=_6-QMK%YQ\-:(TWEF]>/6.A,+=,EOL,;'''2U9U*E[)B%G2HP?E M0&8!_G^L$0DC'Y#=?2H'6DSPC=5!3#FP)$MJ=@ _X-!=O#+V$;'-N]3^V\+_ M>RWD9"?Y_%RCYJR_+WW\8J._4DGXMM0T!TO. MA;/&)F<91Z]8_3N3CI)L_/3V7C@IFK^-@C*X%I;4/LZ@"Z()446Z[#&9($I& M::"HV%DS6LFZM@9R0+5B4Q^Z$]DIW4[KKL46(/=-8E%'.;! /56$TXH!"BW' MZ1WD=N>%W\#"5LL3&\)8XD>^>\Z_E8Q<9>V>4D#V M XT#C8FP?M+M0/.U?0+?&+'M&F$^91?\\=/#T*AANB->P5P%N?3-3_W,0IZ2 M>S94N.8_VNV".'K4C T,A)=^DC%<*"8]"=.(R:SEX(MQ9@Y8;,&>6S@,(IO? MR '1%!C@3YG2Q;41Y'->#C2.?B/V&$FNMH,!;(4 4/LB?0V4]A,4/?V)&R1LIXL<]8I]KK]R=/J;9Q(4\?.=!@^M_?_\OW55*0L-$J'A_,SAE.,(]O[>WR+84R>YP+Z28.PHX.?.988/H1NN?>BTK M<-+H$YQ-RSL*X>,[S4KQ7@83ZJ/74G4XC^"0.HR(E I=--'CK15[X/E]WIT; ML!6!TPN9#>:[NV.*&P,"M*\1XE[K[/[P-.]6PX.&RJ^ZSFF1?Z9Y=@F M"D^=2C7=LMF-V%-BHIZC=&Z7_6!+Z[=VD M6*/T[)+3^NY3W]*]0/"S@8W/#;?P*J6'ZZJ4,M:3QO)-L*O6 M[IC:11"I/Z#'RJE>V32?=48I]]&;ZO.!ZGDW[?M6NYH5V"\7X(0%WJ4W]+?[ MBP]SU'/6_%PU#FB]W;G+5LN:#T4: M^92^DT1 -J]&I'S6$K46DU,9ZSKO.> M2CLN.K2%$[5L1=J=PS<&B1=N-]O#+DD6CSR$9C<_!#U+;LUZ^\7V'OWZW,-? M'"T.-RN]/N7YI5JCL_ACQ>LOGEX>7_:]Z>OW/+6[6:.^N.[0F[XONR?4X2WO MM72; MY[1 (7C=DHCLYZRE?8BV\H1\DXNI*867;_8U2\EH ,RM23W2Y-[!QFGA*,>B M"*KPV/=X;E*Z$3&W593:HBL@*:H/18P-YS7S4_7K!C8B^I#DQ!K(JF:"2/O0 M:7M<-*&*'#[9')SC.51B3.JT>*IH>+>C]).'?>K= H2)V(JTW^2W48M!7<$1P6L5'+1:KS\ M,58XY@];YTNXQLPHR%,X6+=,3UK=>S>C-&>XUURG)45-5[I?WNUS*G>:\"?5)\Q:S9AE2!WH!.DZ1@=%DV%%WU791O?/H5GW MU; 6VVDCI:+2FNVV5L\"RL+?"4@+$!O)39A;9<940?IUE M^Z%>.!-()']39Y6JR%+(JMQI$%W/_N[/GK[WG^_(G,?]G(.IZLH!TWRF5\EUJ6+$SE*5T<^I+FJ,@0:PBW4G? X>G03EN\4T-7$ . M^%.6(B&-=M;M%98"Z422U8RQ)G+_23_-T^455)H0;(T6IC$^0H M]&>MR"X-JA5XO^.WBI8Y[K-;#LD2&H("")KH@9(8 UMO-KN6'%,L_\K62*OP72'W6+ MP,J9"+(7>GUE-F%\O !68@*>_ M'%@(^N:!B7I!.\+\/"?)&0Y]AZMK5B9TZ> M=X)T8_IMA^5KUV7^IAAS.F-=#6O?IO*XU;\H++_U>XZKC,']#:3D?'5:U&YA M7W=>/>FMTZH]FD;Q>PLW>I@V'UASV,.BZ>I-LTE%B1U2+'5&=S\03=2PDZSQ MK&=!3?4V1%2A6*'Z#,\(6^Q!(^U&ML*3PF?-C1/J2&T-MJRMJ%*_^F?Z7D29 M[Z))MX XI0)SUV)GQDZ*H_.%)=B:P*[>.Z>&>3FO?V_=?WNM8L/(R,&\*[_O M6;=><"M^UX>4US:?16LW:O4RTB)UD%F5S_^@[Y" >( MO+LL]D)I*:A:-DT9=36Y[I)X%J$(N&K(9'V)L1YR*?T6="\VY&73RY/#L1ZE M11W+R?Q9BA.UK6^Z\G:[JQQ@C;"YM_TC67=!?3"0U)L@&*PA*B%YU2Q]Q@K: M1(V=&3PAUF:C*Y"'K(+?*_S2XJ0V M>]-);5FKD]*#KY,K;BVLV**ZFF!D=IGYJ/'KQRB)&:(A9*O1HJH'UL<*F4E% M5/5A;"WTYZ.U[^!:X4=)<0@TV=!+C0]E&M*7=A5/"CLZI[DQ#//V"@-!8'24 M8-_C"*O8=FEM MQ_]:'-][_#A [!8$<8ENZ$LN7PZX?^^,]/ST3<=UE_(_-V(UB!J#\ MON$U]2/@]B1Y5D7RI:/B76@ M-F<++E=X!-1,)7F,'LQG&O:-9"R#T@/264Q+<_)/SGI_1J^JC6PIZW NG8M% MVZ150(-%';G$)9C*XHH!]$9@0LG$L&.KK,*Z"OD9=>B]B$+Q[U$D0\ M<&B/Q!&Y"O\R44_48>AAK3_3#[5AVTYZLNM'O8P:(KDU7H'5/OR9Z]AZ]!24 M4"OEQIM#A2XE[R!9W*.<&'Y;\80ZNIO;54%9V"CH/^N\[X"EUQ%3PF3@^ %L M77_DSI<_IEKR(K.+I[V:WS[_Y[G&?VGKCEWY<&ALGFI?ZF>51^]$$=FT9H^# MIHK?P=V("3S*9S6P4S,L(3*JW>0@RWR,Y%^&M^YIISMD8GV1RJR:Z*U59#W& MZE/H,5@2%P&1)%>@LZPX;?HQN/8S,BIR2^+_QC&E4>LPRU+6X98_4_;>[MN5 M,$7BQ\>*"&KT]1 UOB*$3XHG+IR6S:\1'72)!^<7/Z+64310A

    7K^#@*E* MB_*""0FVQ.(BZ5;L4\1ANYC.7RO$!P9XN[V!>K09% M@F\E^Y((2$I]VIN^6@%OJ1]G>7N%8_Z)86MB7+%I0>;KMZDJXX0Q7L[G87)A M/78JDZ+VK=$CJA[D&S M%KG +HE\B)UDJZG'$I;"CO&V]L\W)MIN%I'UAC&7^ DZF7&A*SY+(@=*_2-_ MZF(T.A#_9'T9Y^H0(7?>XTG':I<>WRK6O H?8?,2F@\%OO&FMXN9BSC66*LD M;2PZ4.021R84-R=AFY&/^31"-;G'8VU:[H#?7$(=ZC*?NA;V6GHC6CSU*O[1'//6/^>FKPIPJ]>"\I[;??SD_."YI5:2HJ M- ZIGS/%N.Q1]^=X/?F6\QA)E0,J:L/S^[ %W=)++K)"H1J;5$M1;;X5E?M2 MTN:+UY'BNE'-<3-=] MUJ)%@3)&Q*73K=:?>) 3&3&YQNMCK([]*+N)J9/O!+W8X 9?@OY0.;?Y@?OF MADK=B&TJ(121@#)V%/].LASXU0UGYC;DL18[-3DPLED9B!;)8L"AT[ [M@@G M-C>'L&KRU*8?$TLJ^ &_AU4Z *?EP&G6W)(?\TNQ<7+@JS7YE8M,_6^S2S5R MX/LRJNNN)>3/)EC\CQDF 3B[B#FF+0?V_)A=^IF+)GAV')Y/D*C*@<>Q]11D M.P7;DR55PO-9M9"-+B7)@17=5QF?P2(Z^ 8P0'F@8U*N^+/U5H8"$^8V&SS*0FTB29?N;E2/[3D95-NZ&&'%+/N=-W MG21ILL=T'TBMME<_M0TNRP+)FH;2Z@&M,HH& AXNA.[EY_0C+YI/=H4:'8@KZ&^; M?24'$M"@63G@070 _^&0T,LA=\E+, 5<@IZ$:D:K(UT20HM?(:("=&OWQ8J+ MG.6P2F(1J:==DE0NN\]8;<5$C0>(;(-;'JV3*7"GMO@UW$(4LY,#^L_G(^XP.KY&EW^D2B*U^6B>GO MC>D[?DLGC[X=5KQ=XS=N=W'F2,7/]E6-$H6_N#506SI=C". M.Y=?84_YG _0V W,1-8BKB_[&GN\5/_\UXWOOYL!GPS-IE\Y]V/7AI?MW;6SE.IR'D\#6 M[PA7#FBHB)7EP*<;'#:^L4T.?%C-Y3^6 Y*+F*D<:!^,'T5!/T79,3D@7,E" M5L[(B"1\!*$61@L%'1J=ZI:XRG*XOJP^4+"2'BI+PS;1V$)*S7O;HP7(.MM# M77:FT"V[M5"'H=>GXNQ'Q 9OPY:PUY+MEOF;L8Y>6N%;Z2'SG%_K35W@"/;4 M(.ZYBQSXIMD+RAZ1&JFR+2@IDS#4_%=(M/YUO"*3@>J_0B+TW\%ZX,F53>!? MH4W\MY%>^CR3P$_ ")M?;R-K<_FL+#PISMR'RD75_;G]*25,:BJZ>+/JXOK7 MGCN"X[_LVK&$+;SW#Q@22Z.!L9*VX-QUI+VF=OW/M=;?F,LEJUZ/!4LY+GM<8Q#F;U.FFF6[>A&$E$<,K=3^$3I,KJ9',CIPYG5STW-B/2='"CX M+@>&+ES9\==L=(J9Q-&F'6WPR+DRS=0^A3QPXR+G18IX2E"LP%:4W=#0;O"I MP4O<1;OE>N%PK3\8=5Z %X_;38<,'^K?')X<"D20(!L)@MWK&UP6TI('CQ:V3KN( M791I9G76UM%O1/LZLJ1&O/PIX@5>,%7+26V_PO2?#R!B53J%&8JK,A36>6HQ!\WN M'^N7IHCWG_+@?#.3_NY0%)4\^ M=% A<;C#S^%<6B?F3^2^(13.U3;S>5,R MIB]YA5CQ)W3H)(3R;%@.:-$WYV-?P%.60EW^M3+@=?4L?M" M[F(D9R_WB";87Y.)$__)XJX.D'I T0VM=6PAOCE#(("-VG+:P\9B[U M2DI5!J$X,.I:%)'@WV5.U64';;^>8R/Q$))#KQ*Z'B%L1G=S4&L MH.^B!CF@Q]$]Y9_&4L?6T)ZA6W-2?1LRYG%:S3=8..^I*9L>>1_U-,!CXZ-L MO[E'Y:E[G-JFRM4>1-M]IN 75W>:=SF@(J,RBOZ@N#MKJM>0;%DH[2R3YN\X M5K[^^?L+"U7>;2?F9K>+3K]9M4WV8N3CMU2$N70DSP,B7:\XRJ=HG?*@ M1=1D;.A&CPIL]A>S5 >^#-]$=[6BYKFC'I;CK!?#)=J>[W?$]N4)P2M@X>!U M5$&Z"SV"E L)RO2%B._3T0&%K*]#NF$3Q\J6 MHEN/$:'YJOIMO4H2*VON#4LGMO8HCICBJT):D;G3WM=WQAY,B"\ZR.Z%OOH% M R6_5:Y:0B&]EQJH[.CG_B$R"I],M]XHZ>[&%LG,HTZ>,)Z8P_)+'Q4PMOVG MY+![COM/(0#= FMQ;1;47,(B/* @^S@ZE[EGO8YY^6#Z$S65'->W/HLBQ/T5 MT1_[&!?=9W<=5OB[!!&\40R^ E&M/9@6%0ECH=J-8XVU(![I\7N0S5^CGX6! M1913L+#YAT;F6?/D@/X^ MVY.C HITT!,OHT.*@]Q>GN0DU"P.A+(\D(@"6GFCL6*72QQGK1]' TZ(H3OG M^[D(^CV%U-J/$8+LO-S1,KL[8$ZU:.=R6DB=Q[.XYH0PI\339:\Z+)VV;QR[ M\2QX\Y\5$9":B)+$687JP_M8,$5P+Y]/N>J1/U[*;P;HAY! $4O7ZQ3M;H41 MG[> %B5T3+%US:)[0).T6F':56$QDGN9/Z$9T+M[V-!AH@XIKF]9#5.OA4YH MGI(YK1Y8G7C5DA?#W[ E+S@XMZ]PT?WCZ:$73L%OYVU9\,G^.=;#!EN=)+>ZQC&#_L"!S5!V M,9^@P03H:]LYRV@W1#49JY"K/K#*T4Z[+;1[3>X=3#Q^$]WR!3BC0LC.\%XW M#XT*#A&JFVMXG/-12-0.N&T_'102&"+4/WV+AQB[^\3=,*O<=W+)W(;@+X6O M)<=-=+?]VW$?2G-X(IV8+4]PP]^-.MP6_9N=P[N1MS&UF.;9O-2ZM>_BFG]Z M]-F@NB%2E ST/WD5@[P5$:&4I26MB=.U]["AV7?4,Q_-3%):Q,&"T)T_MXXF M!X_&5+7,_^8_Q/UNT :.F9R1 \]Y)J!QX4_!RHRU7S%WD^W[RMWKN]L;?MHEVPI2OYKN4P1PR:HB77M,;>&_' MAADVX'":(!K\K1[,3D,-TWX\Y;?HUU=8L_7B$MS])\@P4ZS<\;'YOBP5:F0P M/M202$;AH/Y ?^\5Q_IG8 M>E;@N\$:[N@W;!E5.B@K SK9DS@QCRW#2?-Z;QTY4+@+,9$#N>1Z0SFP_\N_ M<;][MA#WI4\.]!*AJ6;<;__H*U_ VA6H;J/DYS(]S!U=S=/9YBL^U_2G;_@$ MOZ&_XL\KY+1>V1QN_2SWVU:P4%^60BXB8,\)29:(&H5#@2[F])$%WUF%I,]V MOV_D"@P1O!.RMX>"@G%73J%LO[+]>77!AQ7G%XT:V*]:J5W9MG7U6>HO;RHKZT-UZS49,6U)\TME7J;/?:4O)<8OTU0ZW%;B/6;&=2 M%+1O(+"H?MONX.R7K?1?9\W?7^Y,(6*-WAM@2@IG05)0$$.#0$#] NLKMH9H@RNFPMA7M:&?4$498 M%-#[-/)>9:;W%W_#_ ?NG6YL B.YTTCBWQZNS5FQHN.*JOI;E<<[EJAL7[+SNW_1897O*Z2.V'L0 M.E1)E5Q#4B^+J'U4248;W45 [KTCFFAX7[&(!>T7$T43\16KX!!A=U+8.VSY M\"3= =8?.P O0%B00I7%W&JH^2!K_Y(M1H[*EW]$V;7 M@:TOXA6FU1AX"B^5YM >[._B+#>@ZS[]W9;RTI]AV3'--O@\DCYT)OJYO5#L M>1C>7G[/O?L2N6C@S^V_H\M"_2]'O7#U&)$<_" UIY[W73W+YJ1.CPAY][YW M]KD73DSOU''=%9,L1+?"JP2\U#"V 4*MYMA"8(JM S3HGK(+N?J81JV+="O, M0TP\6>*SRTSJ#:/C.F:LS:=NGPC8)E0;$E)+_-.?)=6/WP>I0;V'5803Z%)[ M/(N?D[TECYW\D3%Q92,X#MYQ!E^6_KU=@"Y63X;VLV<=J*AV(?91D<_%LA:[ M(Z/N4CQY5:_D?M/E0H>:I1:$&#DP=]U^%_'QE*L#H///#62YH\9[P&A?J2?6 MJ.8?%1' EIJ/_C1*#;$U_<-N*VUL_OG43B>?U+I+RX%#0"/,DY6^Q%.K)TX* MJZ1LS(;RV0HUQA672;#4".S)#P3GWE5$4!HM <9'_.S?-I%NB&- M,A=#J^%VO;FR$"V59=KZBCR)O9*&41>8=3TT O$7L9"UI7%T57Z_67WDGVD" MD@XM0O(,$=V=,C:&*P960&GQ+XN08J*F?WHQ[UKSE0UA1/53 M?FDM 5;NY%S=VE&B.L<(26@TUD0>L!&5ZKGN.BK@,;+->SX\D"<0;Y'6GZ;;$1&1[-9[;I.1V%[\$^&Y=W%5:8IXM2RH?;#4RUIE M7WD>PW1V0$@4<_L2ZC"=#EM/X66[94BM9&%QYW3J(O(RY%YS=638%[!(+TO@ MQ%Y"B^0=Z#(WMUU5\%&0EY>RTZ7!3O^!4W=.:;(JR^WDAJ#5,83/6[H"F3U- M!^#O(\:D=RV8)6U"Z-C 2IAS2:7[B A+1S(T\5B@ZO0[0)ZUV](G;A0W:](2 MA_,AUCXH(MFC:_1XQO9IKLYHA.8&2L YX\ZG6#-OGL4R[[XZ0V(U.]YZV[OS M$(2N+.PL8BL/N>E+6 M_,K_$,/0\U=M3!]$65TUH0B\=0H,*Y,#0_;,NS_W+ M+CUZ,EQV*27+7^)Q*/7)<)>A7>I3_WNO/@^G'[KUS&-/SG"DVWV?B[?Z3@SW M!L555MZ-NUL4W-?K8:]1H=FHXW>E;SRP<\>.0,2#-^"Y*;)\SB8\0/-&1OX! M[O&./QQ2PU7*@6 5]6"HFR('SS<)N+&=@.5N= M'2)[3O[ZC>L'2C>">MQI.UB9=AX 'Q-1@UPYL)8E#0)[:E%S.= 9)%R(U0DVT =<'BR-@PC%V-5%,B#,KLW#=4A8Q]9]<0Y M.M0/,L5X##[$I96_'$"?V+C@E ''H1S(IL1-8SY_;]>4@LRT]5\?BU= <35> MC5/#[WAD\5EDB1-C)S@2S(_$UHQ*_?XN=VI1"82ZL8.D*^!8&,3&6!?-9+4D MLFA\$"MOD@./<:5'(,=SO[O2%>6 #TX3IJ1G*.,&E^4 ,8(\/4"1J;RON[/ C 3N7-C&(:/T3A1^P/BF0#UD*>R[1; MW4[_>Y/2FX_NQ5D0/'5.K2 3EP=,0T-U\X.1B_5#R9? MYDXKGU7;/P7?8GD SUL\BYY$E)1<[@S?,$%5^Y1;XO"Y\(V!V\XW'\H5KYEM MN'+=YIO;$LW!6^;B-J?G3V)&]I;&G2N+&5AWNC1FN%/Q5#55:;*:JO[G_LR8 MRX^3M':<<\,L<+Y 1FQ>-//)C=Q4.:#X0+( U"ZM9J?@*INC4YH$"IX:[9<# MU^(XRY!F#^AJ-_D-*' :(?>P>AL=I: D0A(W\YG3*J&6>%WVCII50?==/8]3 MP%$0/3@?UQGZNXA?+@8WJKO:X[_*%:Z>?=5*!]3U)-#*>N7*"LWU#DJ+]^;I M;*I+TG%]T6CXPE2A$QW"KQ^1R^?BA!DZ_H,W-O(45LCN4OB>-")_H!C^&7F. MGI4#<8F6*[*0VFIO;;QWH'0IN@,*+K(B0[_)*@+V''ZG"5YXX'.!%Z"]1Z9_ M6,%!YT?+/'=U9-?@U>9<6T)N)F%0#5-3@)KJ.#MD.:AR5+1T,VJ)/.9[4J]8 M*W-28+-3LMN8'J,M8Z,=R2610:8NIFF-3PK3Q(W2M28)ME9/_-K]##&F?D(1 M63E(8?"#B5 M48_I/K!#!E-(G$=C80N7XN!.G@@E(4Z,Y=[9^2+6-8;R6^@YI/L&Z?8NNU-K M>#$]/V?:6;K>/V0(+"2,361YV0O* Q^9\;FU#U3S4:,P:$!:L^E D"#5;I5^ M/(FAX<=9BCB$/5[;4G:^L0:/G*$,A7L=^P9TVS=,A00NO(4883.\B&WILY;@ M\>@P%9@$80=5YVSPH-1X,E-6FM.D8R4YZH)EFY7[7Q!%C&?=-W9)X_Y.6#9W M_,?$LS@'>(BM:4[(%:PS4E8/VZZ4O$@3*JG:F%] M/'W&1K\MM!#/SHM!.(P3]4KME#O8V$JPQED054G=5]*.F0[O'CP:>Z*+?7&E M[!"'NVWW*HG&$>G'C9NS3Z84ZGW,V:IHX7TBFK=BME3W3,..U@U_Z&S=JJ1\ M6&O_X4/[#S.&5M_>5?6^V2-HF988K,=%H=Y8V?(17A1#E?2>>)<+G23&@'@^ M"G1!UB:(G:0VJ!(2+'0Q0$\A=Y_0=[Z!J/$FT6JUP0&EAOKU$P M[_B^+M0Q M?SA]#;.GR)QPK,*-RRTYT-L?]/C"VW33/A0!A49L9(,P6-AK0E\V6I#!7T&&25A.Z MPI,Q@:AIBIC M.P@][!]9%TE*1FT>._CF#>?F^2DK=OU\$VDKB-RV-.EB@*J-O7Y4_L50A>()(5@"ZKE@.-)-D[HKB 3^2.74U/P!1.X0+O!?E-&&5N?@ 14<85;\-S11DWM%G?(]#0^^[+ MX5Y2\J70_D"G]K#\+5_]XC>'9 =(-@58A_U^P_/IO2.,!?"E9R'" M'THI>FM=-UD+/2DT+9HNA-G7BXS*ZX-6'7M=)O6Z;J67^<=I?S=:O\HD+F 7 M]X/5OCC%^*/8!;7A*8"S0^YS;UUW$0?QC4HX?XTQQ@?8E7N>C*QS'TN5[J&' MRNY.,U7HJY&3\'I1G=UVV(*LR2 @\5[$_>!"&M/)\]=6N@VL+Y56=Q3 M[WVL,R%6$U:_:F;A=>UQA 3&W\%Z"F)"P7[*'S%55)'BJ:B%*V2CVOCU6.O^ M'MLFRV5LI7G6X]DF(92 F##%(&SBT#J];BR49TQSK".^B7\D8.EZU.UBGFC= M0 ^4.M(H]>$E^KONJ%OC7RE*==AE%_VKHX'4.AE 3# C;=&,;.6H1(C+K5+) M.MS7E^S]B+MT'_IC*KH8FKE./L/M3>-?NMX;)H/A[KI43PFU"]V6YI:8&I15 MS*SAW<#L8%=NI\%UMZ,;KX0.96RSFBE)='TP\A][?UR\M2XI*-=_1MO/;OW^ MTYRB='>L0:-D>\&JB(OF I_B8P^! PW VB+33,)WT8_GK.=#8/69BD"X7$2\ M7K%#:AQ0.F ,4^M=$KW7ME"9]>#5DNS)?=T57GDC95ZM)>5(FG+GN[>ORV-\ ME/_8]&4OI2G=]*N;_3<0UNA&]4#L>A/.'VHK(3R19,2!>7$XQ_FA"8HIKQK% M>"%5FI2QP #B/*R+ITRWAYKK\+)LMQE1J^JQVI<];/17I]VF=11F9W%46B%4F"C! MBWW,908>YPJUE!2ACU[!RG-.^S MO^'/M WC1+'U77'^BU\73JX+:YY]#]9942!*NH S0A_)1MSS)!^=$=0M #4 M:[#=*HS>6G6O=V-F&*A*2SC9.N/5_"3 +TAOMB!33U"P,M%9;Z+_X']$)LX' MBV;$<9")Q *Q>8E&RYY.<[51*^2 0.93VSN?+>RQU142M,RSV<(\4?:0'MAC MK%/25?PN53:T*2FS_6L,SVC\7#(YG9/!'N1BBW""]*LEBG/!-^^E-G)@)'Q* MH0=WS8D%[2/,67\$Y8"Z2B.(G?;[L9B,S+].G K#(P);0KB!,]NJ[MDC>)2* M1_G<)(XQDL!O5D%W0V$)R6%,%41:DV'T8Y5\'(1*4O(0S_I>R[1$NLT+\V=3 M7=U=L:ZMTT8VU8%15&K$I;7?+YU./D?K?H8-D*=(R(]%S#@JW]_ERX'7ONA] M< S/X(Q\) URCC;?1?R=B2Y]CQ_5*RLE\Y\P;&3,8G://M^X$K9Q1ESY MY!1KDQOC&RN<(6FUX[X.U%7(4@N(7%/F(*(N\=,:63G>Y%SQ:U..>8?;GZ2- M N$MD3M&^8>E*K]"%X^2;SB*SUM0#6A.[EQ9:O'^BQ9L[2'KNV,\J 13>O_- MX\1(29K[EME@NO-M]^^"I+YSP16IUU=N79PC^ZF OGOUVXR]+;;'7+]%')5= MSUK_Q_[M5E>NQPX4#_W' E47@2[%I;[2;1S$\3]69I=^N@K72D[('DPW)_+4 MQT!?R.[@F](LL-,_GE&;_3M+Z^')0 M:G_"Y);P[E$I\\D5\@]8[4M$6T",F7))D7BOAFV-[1!G8=+%C;;N4$+#@&[++0L7 M-=K,B:YQK*=@U##L@67^M=Q+A<4?:QVHZK=),S-_>Z"$2IS31W\L1@_#M21WI,6!-WUCL'J-WB?/_R[F2L&X[(YI*/:70'<>X M7V1GZ76&(:W!B:L?0-:R6T*+:7*RIL;:!A:,;%K=ZY)@^>!.5$B0QJ]! :\J MA(&)KGBT/O ZT7_H)G@N4/)@AH%)G?4DN<5.C.]G0M:V?>YEK?C;6GKI'C;K0*Q=?L^2 [$HU;/3OAY&[=8 M1-OIEKYJL]BI?;"TJ-TB=7U-O]9 XZ%V<="8>/G>^($EHN.N^3]N#IVBI* A M5/[]BHUIQNK((Q$1.6AK3\W<9V=(4SP)3TBT/T%,,54_E8@YL#5R'MJ*P_&H M643:&,0;26WG+-$[6 ]:*CD.KO <8,2X1_H&E8O?PDO+O MB[]\J;VTM,!*::LUU>S6VXW!MQZ>E;T]+%'C\]?I4]WFOT:TJPPD/5L[]E5BG_$?@V M;NDVX 7X5[/"Z6;"?_*%]%AMN?#^W"?ANY-)+%:2AIJQ4;I$QE\_41IQJ MB #='NZKS2"W%+/4$+?)AEM>6'.9Y+5@0M\YQS_#N'/ZD?&(N??HOMNCM?73 MR)TQJ_#"T4*_)S83KV>59\23$.O J\EI:BQO<9 E12. JYO/L?#;UDNIZ?< MKPX8(^M$O 2R!F<5C5=7]NF!&G>P^_4E2X?N^XOF2\L_/OY]-U$5!$[E4468E]A!^M&JRI]Y)*ZQUW&*J)<"1]01Y3YX()^= _"5HFSH!+0$.3A6ME-A@+=">;5 M@ 9>J!ER^:5?&2GAC.QQQ=;G PBQ(6-C%V,9NJ]]BJ#RF>X(6UT9#[U?$$I4 M/'7@%Q+Y:RPH"K#]@.7S',]EO XO!Z6A:>\OBKN=BSNGTEQZAP51_MDE-]>_ MIVZXN?^Y_2YX%;;P2GY_\'$#G,K4^0%-R1 _9!9GBE<2.C#.9?@ E0GCP' M X;)4WIM7.B\S]]6%?X%F"W*_S\R\9]3EVD9( ?^8GH4;L?46J66Z%E9$#[LVW;>.FL)8B:1!OG6&Y#CM!CMUJ,EKV%@;]AF)E'WN1"GL(6L= M\NDW*WTT&G)T9H"QXAO^\S_@YM<:FLT0L!5X<8JIQVMHSDE0(),] &?'\4R_ M6 A6G\69??M++H1A'[GHC*FBS$H.G&V>W2('/@]B'ZTD%^5 )XF?/N?! 66_ M67@V)[ *B6/=T$R#MK^'XW5;!>E.NB9DE1+*%%<:STA-ZNT6(SX"ZB(DY2=I M4)SX8^J@A/$Z>Z WNJ#A3^&GP?>3^;[I*C?VS1#_C[Q,_QM,C.POUK"[K&=J MJ:;ZC2Y.5NL[^>SBO$.?A7N87F7:]^+'=XW!+ MLJ;7L*3%.?>4K-R]RU)[7KFWS.=%Z"Q WW?]["#4R- M7ZW2Z^ZYM0W\=.L@U.MH=NK@K8-P0Y/1W>% %FQRC;Y"Y+3$@FN([*GQMFP3 M4S,[S4.Y!C2?W?"%M, 7GJM?]P6$]T8DALH.?M XV+MC\$8O9JHUOF P8WOV MWO3#5413^GJD\W]4]VU1361_ERB-B B1BX @1-L+*B J('\A)EY:TXH8A58$ MA+32" $Q;2NDA")1$$) 2"L*+0A14!&Y1.2F$!)( E%I1&Z)@)*;"H@A52JA M&D*8]'SS,-^\S-NL-0]GK7JK5>?LO7][KSKG=]C:?7-UNAT@*I>/-:M#UD 3 MN(BX#$*I0]*)I0,[IIQEN64FLY;X=S$RY/7Q;(6C?E,<:BFT%Q53J&9 M#,:G8B)W?BJ/_T&3ET"T0?9J)N$@(2I%AT9N1RC)@Q-M..BISAG<6-\TP F" MG!5AZ46SSOIWEY=J8\1:#P6:(2YVAHW3*K$> +F]\=_^.QLA29O4CK.Q"@AJ MS>=9<(XIW78(5?*J)1WS!NHP;WV"=9;CKE%=D3FH\< S9 <& YOKGH41=G.;8OV2 M<<3HJ?Z/H/.L-0F-NNAN32*:4W>"%&ASU>-HIX7()9G:)KI1:EXFUMEIER-1 M%>!/8LQJR$\@GF$+)N:LA%33)RP%^UIO%4+E'#] GZ? ME*W[0:JOS]D!-XM[S;EY0H4U+!1U4>:]W48R*VB'SI$B;Q G'32*$% M6=.F86UOR?T_>F&ZBI/C1,/_9P>*F C(EKEHUMNZI.I(6&G/D M_W(JN^)[P/^G]-OT<]T M7M2)TAO[?_G1D[*I[ /:#HQE=G#=Y^B@'X175,2@EV)=J ,^^7S:RO:2L3RS M4F16T N:(*.*X(O#P^SEP#G<\NBO0%2[;F&/E\L!CN_YN_4J8>#NGF0^/%'O2?>9 VA%L5(6\A^]7 ?B[,3.?KA:0&:JI9%>2 MO:[YM*O0ON7S*_'GF8IV[R.D+&,GD7W80M?/P..#/= M:@%@8BR IEEAP=\C[E#U<\7B^-AXV&BRT'C<'Y (R(.S^NS4@[2"B..[; M&6QP5QY-]3P*-LZH+S3S)C3#49D86K)<:C0V\[J<]@ PY2+K7,[PKWAJ!Q576X50!;8QQ73G6H5;$N$V5Z\3>+*\9*C%R.!?.[*GBFW M)"'7&=[>\FAPO ";??_MNY/=GFQ,B8-+;/,C3*F 53?]Y9M";0ENAMCINLU( MK_MA?>7EP,HXE;P7DB[0B;M*P^+VA#OWQW4Q'YC^&P7,5M*@B M4_D7M)4:NPXD%/(EQ&549^V6^M3#$%'8@F^?QFY&-H'![NTO2A%:G*P,YD=+ MS>NZ%R+-0NQ&V*SCRB*F'B4V89'G'C:T]+9/]S;%Y;$JQYO.U-X'&HD#GLFQ M_GU31>A?GL +3[Z-*=A?%65>^N!S@NW6H;\FS\8[F!8F=?I>]75N*-X8]/$4 M7HMJ#TN>./8^!@W1S-#OIGT>N]RD[^'ZI,UT52-W2!,VQ1>G[5^12;?/T>H, MKY\]>?54;&WB(X?"4Z>:G8APKH(M(%XN1O=J\;![!VW9%Y57B]_1WN]AO@(? M8B9(4<2%)Z,$]NH&JVRH-?; +Q,K2G%%4!OH81]P#*3RW< MEJ*50VU_G$0EE7"CWNAP( IV%^[0V0%)BORL*9XU7E[(7#[8??\MTG@4JN9% M1.HQ#/KU7V2:(*^Z!1Y(;#O7HU?G@,P;M(Y@^SFF\O?X #B^\:HV[-YGWMO) MS>LSI47YFK*YXKL0ODW-V 82D$R,"=RW[RF,NX(YQ+6#9\<;BJW[O=1+@>.2 M=M:R^X3%M5I72 E4=' MH+^'RH2>T)>$)FG&V;.3QRW,'[A=F:/2/NA&W^+D M\P;NWXB)V*:2FE!!E765]9 Z:PWP8>NK[,H_7[P8#CN1G)\>L'A-S?+;#\>" M5-%E@1+P<'YQLBR2&;R+NZOEF0W>8GC;Q\JT9MR.D5 @Z-U=PZH2+@7&=S"O MAB]%RN7,5*#48*9@7V.^<-A*8\:]*\@;DG:P6B$ FF MG99!^VM@YR,0_IHK%CU>O%%\L9EM/0)<.)I*R"ZJY$I:QWGUO"_O*T ?&->> MY)[)LPAM'5D&VPK89A.)-W5ZVL325B"\"Z6AVO7PON+4\[)G4Q5J.L[R'KSH MUF/ 5Q'9D@78'NLYPSKF\]U&')1NI55]ZR.$!8U9:%T612UMB!X]2O?O^R[ND2>Y:\=DO MGG/K9P,;Q?& LM_]>Z=IA=EFW2=I+VMW'+.6"!^?RZ[5.1-%=:J)&.,148#Q ML__9]$%1,'4<-0$1OI)F/&>*C):_&A]:/D'2N#V:X&X(VU>I&IJS"C[" $X' M_O%H3<-O2YY.+K&X?7[Z@!W;$$:IUD"F_/"=,%G M 9#X'-7JA%;/7<;%57$ M7Y["8;S+W\L@G* 9G:7S@"1:5QRR7]K66.P+E?'#"(>1V]6(I>#$<]@_/T7] MX\"\0>W:83RK7;![AM,5Z+S\#O?,Q929&T4D)9>+A9E+^M MXV@*AB)'9Q2OAJ?I&)<*;L7N]_9+Y%.BO'>(OCX]SE?X^LYM0B MN54D)QL@^U/IV>ZW0*"2PD"1-_7_A!UJ>'KU ?WMY%M,I*J?/AM==[+#45-KUNRW;('XZ$D<8]T;T%'. MLP!$[=3M$@Q.3EP\9B_)Y!QE?TZ<-[C^<"Q\)?3I=GSE1-/K>UMJ$W(Z_7HK MJ]75MRT/_+ %E[^26>_P<98U[*Z)>@(UY"O>ARHH[7%+1$?@[._/,#-E$G2[BQ#:BS=)=&N!3=_:M@(L^>@5CKLE712OOD:U[O/JSM*MA\FMP1P4&7;F M4ZV@_!QPK\(O6+?FQ,D8ZC(FO\F?GC:B5"R,"4DNFNJ74(WMY])23DCQERA+ M-4'G]]9"%1U4@TG7^ GEC^#1'H8&\<^ M"4=HP@)L8>7XU[< 4S#$O;/O_1V_\QI"?8BGYL+PNX,+OE@'K2]8/F^@N?-Y M1LWH^,O5+<38_M6E;.JYS>V]N1JRQ^EATVUW[_K_/1Q<^'MXE,*=@5D#E;9A M5R%T9?<*@/B9[6DEI* 9,4^!LD"R M@GHQOO+WQO@:SH!7%>587UVG ^G%QZHANO'95Q MX#%XG%-XZ$WEI':'LGDC9FLE'D8?03QLTN"P28ZS-M#HEA)RN)2AHR&'NIL\).FMDN%SWVCO1 M)DTFS6@2Y<2SLA.QUU$9]>B% *YU.]6<9HMPOZ+,_+P9R@%/1Z=O>YHA<=%C M)*4[D'7@2=YDUKP!T9.W/;_"+R%U9HZV5OIBIB13!JY+DK.=] 9(YP-%Y<1W M6P*X#JYC#R94CK,@%4QPBZJ16&%B7$/-O0D;?[=K@#7DOML9[@NCF6:YW>ZV=R<; FVS@C5SC=L+%DG.H*%[TOHX.F M]]O8X&ZXXWF$'&4>&Y1HK <)O6#=0%Z%DN40 PT!-,'QQ/1BLMHF=N+G,Z\( M0[8RD.N*/) ]XJX#-,IPQ/VI*^Q$-X;]==I]+O$<6B)M'$G>N0\L M]U9MA.P=_MTAI4O87V\17%7(4LFS1PZO$/V-:9BW3XW1=&YUDBJ:*BK M,?U,K\YN$#P A]>, MW+F3(/]P'4V0/$S7XJ0US?O^2#R31AV*+XPI4#/ZCFY)3;P^L<$BZMUP M2H:J !,W/+V"WG+)F:GS -T/UPGN_*:%>DM-HWKNXC! =D)JR^EJ]Z$[EE5Y2$$^"\94^48;"!R=^QHP9&Y08FW@M2]OM8 M[KAKGI/YSYK@N7):%-D<82K(:?72K&*/WGC4U43"M7JR'3&$&_9C5P-6^^&@5- VJ0IA'I)PPDK&:(/?8FZ$APSV MDX<$FOA,VH*0=]HC2'8D!5ZDF?!O?,J#>$R]>I@^"@:/IT:]G0 MZ8N(]#R:[TEDH"&FJVZGU?@6SS^#1XBAK.J*T<811VWCUZG9'LWRY1^P/\"L M%.HZ(KB_C^.H1*^4CFC7(UGE>H^AXMXSS@!]-VR4>U<-*\6-K_NJ*;7GR"+_9U_X69ZWZ1L(WF+\^U_TX0T-"?8!C;80C'V M!2>'';UNG+_8M?1/_/,!SHWT[=]^T;XP-T/KXX^>G\DBO__:J_C?AG&*KL^' MU>'H+AO-<)"YI\>C+;1'^^L)2Z/M'2>SC5/)]6KZT)F6ZL'Q8E>D45Z$%NE6 M0>PT?751IQ=;LX)A]U0,KAQ(]:S*,4$GZ+ MH3R_C6T'>,OBNK-QO_(8-@6B;(R_+*LK0N[$F'4*UD80'!!?12QI9*LDOBA) M@6?&NT6U)>;=>HP$X&S'P]T&,$E*?W*8Y#OCN[__.=[)#:6--V]RSU.(%R3= M5>(K.O_D69U]@JK\'X]DF71HH5KFGJ.S?4?MYMEYJAR49%7I;& ,RQ8ML!>U M.2,U#W6O>+88LMY3Y%N"OL^;D>;($I+/:$<1^D0/%14;(@S?6 _C!5T.1)C[ MG%S2_9A$=>#E3@7A&YX^[:D+=?3&$\S'\WRV7X]X"/RQ(4ZEA#X51I6%AI)T M3CDCKY.:?2^^J530#_[L.CGY11ZZ>WG50%>3"%/@>:3N0,(!FFSK4>*MN= & MN2YN3M7XSW"/RT@;<2UUT"=*R++6>K_A.@&FK=@=,)U.78\\)!J!OXNYMN\1 M\SX%.95K1$0NA!2*Q"S4?7C>X!IH=BI20DLP[Q#XPAMV)4PDX$A M1D:>KXB>P4JKQDIG=+PC.AX;*_H4)4"GT"RU%K.!T>&K&I #E6/$Q=B56C(R M/GL8N1#:5X\VQ$==DK,RT4]M!:@KX<:(B;QJH;2=_3A4NQLJ8]2QEY,2B])+ MXQXB5H<@]56,%RU2F306/_M3W5A*7IE5BG M]Y_5WNTX^@SE*F@*[Y7K4Y)I[- QELI4-N?2X9-/Y[I0NX>F4_N$X>X%HH/] M&++7)[;\/7KO/.K\W[\Y[#VQM^O]WP/UZ2:8"0E914S"4X M4),%N5_E[(9X(EOB @Y:'@V&R=F.P$$"/0"X$#A7RL%'*&F+QJA;D*=-K)PZ M'+KL*NZ,U"0F(%9G\N8BP02X'M^=0<4YN>[JT_KTN)U!N!*9L6H-ZDL%+/JI M&;%2O-"MFD OFC>0%?)J\].I*TG%SDC8A0JD1*WY3\N39J04WB8(9(G$6.L& M:%'->H_#US=QH.KKG/5I4O">(G?.XEC!KSM#GOLX/;^OW0]M+JP: M8]6F,Z%:>=J7&X!4[W=I-5)P)YS/" QZH_7Q[$SJ(HHJ*CR($[J5W"SUYPVE M)6&\+E[QK%IZ1/U)C:PKB_LSZ"-;M16*4*A5>J4:BN47Y/-IMB2-#[&5P*"9 MSAO\AK/.WBNO+^.[=-MI#R&A92?!0PA;J=J#6)MHC)'?F+NO9S8PCM\S%K\K37M-[_5&M(VJ:R:5_](S2M;6J&4!VJ M8Y[N&4^U2V =BP8[ZY8\T*N7IE),=6RHA^JU@5"C3)3"78'LE6=W-"KST!81 MT-\%(Z7GY2LP^XN=('(&)K3@(;C4?[=S';,?:ZQ=!]-2YPUB45GAGCU4 M*Z!9-BJ(2]J#M+D+*ZHB% )@WJ"-B-9M08:5.4PECDY;KG,"SA&63U@!?K/> M%4)X?W+'*JLX2&W''?>?A!9AXF=68R?V2R[B-(!GB*7%"M86>=/D* M]!7TLCCL6L1;P6O+8J?8.VM8_%#R@AAT+?Z+7I"1Z=Y#-&%A5@4K M2UIWLMA*K/, FG^!/]%E7=LGPHATHIG:*WL]RE"45'Y1NA1K#?X&2;)QI^/P M(4BPHMG!WUO1J+5V4$C:?3O#0EMM&XA&;KB8N5C%_N?0J("[X2>X,FA(W%+: MKG3;--R^%<35P-2B!]*V\@<-#Y*76A!PXP^L+S;F$I/9T\\>:B=GGDS0/"6W MV.0F=9)FT(7Z!ZW-1V;=PUIV1B$[!H"">#"60+HTF6G'7DJ26 MW&&8V)KHG.WIGCVR$R'$GU+@+%_*:2G4[;7$-+9,:A[FG;Z,2++OZBJ[ GJL MZG<(G',HR<2Q)V:^OL6Q^5+)[5>(^JCD(LT0& Z"&E-/(]F*(A>^T_I^SE;H M:](<[D CK&:X7@P=KC)LH_A4L]?Z',^/562'N.RTG CH?YCSJF-$$UJ1;_'3 M /)121ML5KYNALKCW:QDHT*6%4A$)'KYZD.\9W?%A/^GGVJ!1 0_0S[.AD?3 M%M@,*SD%U%OP7F&Q4\^\093:R)DO0LBET2'FSQ\#W6TX9ANN&)?WX+5;?J,I=>) MN\5;D#BH5M@X,V_ P"X!%[^9-S@CM8ZU[[[\78T"]R&W]31F"FFF>UV7@I$7 MJL9L?**R.$1Y5T 2TRZ:ZY3^S;]OJK'ATOITL8NT HL"/7MTIMJU"!%*W?77 M>Q+:5(<&\*T)^5\JG\9TR[/-._VXDFK#RY^FA3[9+9]:'F%2_\Z;-PAXGG?R MQ1="20^>,B+YASAO<(-V.>'K\&3FO,%PD&+Y!S2ZGIU9[(1X*U5$&275#4R& MJ<,':^GR43JY%)IKOQ/^(T]S%6WZWV(%]E)ZPM'?9'/Q@/=FC)$!'LH*1KGG*F>2B!+69^?[25=$4TAFJ^# MP42FT.QPLNF1)U#.G3CL2^<.U&6I'7438J6Y"KVNA>C*O#2YNYV>Z0?86-^8 M;>!&F,WO-J'VV(M:Q8A7"8#;!XN^R)7'D&R-^T)D!,? 6O54ZN,<"9N518^V_.7Z)/1KSQY3X.>'MUG)CWR574/SE?=NHM\$R4Z M"Z1I,S@^TU&+1W;#AF%B%8WDRTP/(J+B./'N_"J;3O_^7Y&]#[R9& HT5^F) MRAGY<3O6";G%'@NI[[@7 74*N*[0=YLGG[F;>^KCW%LY;E"HDD#G;M;N'V!C M;2:^(E'R?C04P+(%<$+[_34R#]N.4/8P620U VE0=QMW4=\Z.#)[I+ *V2_: M!6,9R@A5)"P4WB_1OA3<%>/;[-,9,) M7TG:/M[4UR]5R'BYKE./?TXH]$UC!W%H9EQ/$ =_8D*Q&E7'GQKQ%3VMOQDR_7WK!@;GT/^9X[_5;K<:A$[QFVZ_X8F#<(FYP^ZT9^ M[MX\I<]'(49@/-R-AT77J#A=]XC] -824+=+:\O2IIAF8# LR< 8>0ORR!;: M<(C"/#O)708$*M:&;X!'KW*.DJ%"N?D]DK@>3*R"FL>BE?31<=A*;YY!6D\ U062OY M"JMF#2+BVX_R=T9TT* L@*S$JPR5A"QTW72; \X"F3[0,^E>A;5#NOGZ];\- M1I4#@4(-VH)#>_0YD97VL)=C7#$<&_YO3\S!Q@[N2D0-?3L .;=E)\G5K6&^ M2M07T>QNA')L8$JZJ LE0!F!B^88F,C9;9V0NU!S'+M5 N*3X"U )>+C1_H> M#1+D85&"Q.D,<.\E90*O5^U&IAT;NT>:+IO&QI+Z"HF"N(6=4'W+L18JFM(7 M-O7O=DGN2*.\-6_ZU$!2_]S>!(C--6Z SC/A#$QYHAR?(P?&C?;[GM M3<5U!Z2OK ;""5Q<_'$:!G*[%+!4BL2)4N$)$"V;O13O0D0!3[N) M<^$E:0\X/,= ;J'O_>\-S2&3HS1O&E_\O5[N P\U&T[<.V*$[+TSYL64FF[^:7[L]/^/[3H)O^_7^_ONG_X3"< M'_P?4$L#!!0 ( ,N&.U5SBESHXV8 &EU 7 :6UG7S@R.34R,S4W M-S X-S1F,BYJ<&?LO'=4$VN[-CX(B( 8.DJ+"HI*B86B$(F*B(@8L8""D&VE M;#@)""A)$@_2GF ZIY=SKL &1D9X!?L%Y#V M PX_'_V/?GZ>Y']Z#AGI2T!M$= L\TY69B6P0$U&5DU&V@#@ 4!&_F\#@'_] MD5D@*R>_4&&1HI(R-J!<%5@@(RN[0$Y67EY.#GLV GL>D%.35U^Q8?M"#;?C M"BO/:6Z\E)J[R&A'2:W6@3;(>-.)WZ,4E;1UEB[37;7:9,W:=996UC:;M]@Z M['3<_!0X?=/8X<]3QYZO097S__@//!(:%AM L7HR_'Q,;%7TE(2[]^ M(R/SCYM9=_/NW<\O>/#PT=/2LO**RF?/7]35-S0V-;]Z_::]H[.KN^=C;Q]? M,/3YR]=OPR.CPN\_IF=$L_#<_,^X9 #9OX?^'\:EAL6U0$Y.5D[A9UPR"\)^ M#E"3DU^Q8:'Z=C>%X^X%%_5.1_3VP?XNK#U@L*X,E3U8-( 'HAS5W$X"?AVF\D-+ C1V4[4+P M.;1O EQ4M5XQLJ/KPR7>5KU&>Y.V:8.#39Y];T^?#>8L[@T(R^C1;1Q^T3E= M15CW>I7)_J[@.YLU(A[YBV:WUM!EQ%Z],*&1J\.6I:\3AEVVFK"K'[2-,/6 MBX2%CK";$-=%('^J@:2"?C T%.(O(6L%7N1%H\REZ'H_0PVASE4K M4'7 S]U>#S[-(V@$N,\R^^>;8PG!N0'MDSV('B-B(GSU^,VV.4(784SH[\T\ M P<*"/53R\9\-D'<:"2$)P6TX$3^!Y9.'+I\V%Y?:)C^>,QP4<]J\?[$W4+W M.P4#Y)#<477GXP^VF9&'XN8/;'":1 HT0-L2L:#=7.HJ9, MG$74'@50U#P:V%I5/99>$3:"Y.MGK=:$>/\^^9IT8(J%UJTD_=)%J&X?TCW- M[%_LM>#V.^+'ZB?B)W%W&H^<2]!^/2L%K%G#LSZN"AZ28 ^?A\-(&WBW5%UK M_\*P,TH)RNL6O&M8-YG:;O5:[UZPX]L7T=X$LWO/,MKM^M<2E@,MIS)#IRXL M,OIMDZ=9OF#YH=B%NZ\'+9]>WO.2!+FQ-&E&9,D?E,/"KIPV MZ22&#='2NJ>.=-#E(1R??/FJ^ICG_0GVC9-"[ZN@+\[0L=#;HH\3:#PS$=Z/ MZMM&].M*;/ MC8E.+NGB.(^-JMMKEQ(9.Q?@6J,6;5VT/%D%M+1?VE4F*V M(21,P\F7+@AQ M6/#?C7N*?B4] 2ND '_,WIZ,,YE8::4H!4I7Q"#65J;*EX5HOP=L]N)PT5?& M,HOK.B(CD5(/M4>T&5Y0^<+FZK=*RF):$GV3U>"-$,MV^A9*/-L2K^BYA641 MTUF!AQ[%134E?_]FNZ:C^FGKW*G$(P5?NVILI]LDF5W>2[[T)JM[BVE M]EUWGX"5G%$9 0M1EP*SA_']W!E Z($J@N)'E_0ZW7&B6KC%6&]C.^@E/$'L81"]#N^W_.7=\3[\LR *#_9O+O/A8(U'[>]O0O?R!@A MOMWEOT+WMG1K]S"V!T,$V^%8#_&# P^%_@*M+FP6/\ M/P;M](\!YZB,FBK\*6BW/PS&A]L]!_]>7/E+>A781?P-/!8K89Z:X7'_F MF7+71UZSZ1>FGE18%[P)VR![]6NDU8-_[3X_C[5CQO&+G$)49J-*UYS]%+F+ M-I/O<8.^':Z\AVP1IKR4 @M'V?I"]X>DYI0K-A@7$TDLOR=^[;3PND&C4CA\ MB'Q%^SO\QDL24.]>6=(=#,J,5>@Z#.ONXIB.EC1E7;UX^J;.V5#O/HKU.$=U MZ['2]?O?O5,-VN:\0F=+7XZD+?NW]9O>6U<[\#A-$M+0.?A26 [-Y4@;W8Y' M-82K^%\JX\LIZG12ET)".5.6UM)H+R\T:&3%T=<*:L!&>_6RQ"/0G8D/-W$- M*D9U\]GE>3XC?<5WCEM5??A%-$_BD3C[5V3W]8T0"ZN\O)Z55KVIJH@:->\_ M:G/!0^VUH21Y6.\LKWATR;)+UYJ7N3MH[DT#'^]*L'9F'"8/YAYXBL2GHI#- M9)O&Y+I+PA1$DR3"K=Y(CR5?(T3&Q*_/'M_ MW=]?"A@.ER0:W@8 )0"0/RQS^-!B^4/[M32!1SGK(G-D$"NPP6^#%&BW/2$% M&NXRI<#MPR VC:Y+OW#/XQ5^,I#ZX8[K/9CG5^C>-IY'VL7<3U@#_V9&GOG[E4I,7 MMP*7%@5E6+]X<7WMAKZ^>^VUR@/'GATQ3_/GQ12D66703IJOO&'LA%UF6E6D_QBLIIYUUA\8K#2EI M/+SV*+?2IBX")PJ#3<2[ ]C+X*1 /BN%HD97AIIK!Y5T=T6?$^+V"7')]BNX M=-NT;PTO@EA73%H?3U/E!T8\"^*)U(?^[!5=QSN(6X\;OP@35>2>.WDR9%HA M 5WG;XB#ZR&0UU20"V<$G1S:2](TAKXEC$^454+N*>^=!U'^4\H34S-1%WX 0Y^"N+6R M-1 *;'3^PHD7-K%8XS. \Z JCXX0;E\AG]N\]7R#D!;7A%]BV:+NGVU1#L5= MNMLZ?3Q_.".T_9/+0]KY0UD1"@U9-SY1?&E3M10]Y+1X!_I."J@UQZ#Z1V G MWNQ5CG^L<.L\W;';M^<4E-G E6N!?O"[J^[3_%&\5]]HME$FV8NJ0>NH)PO, M\?M:)[\\:[6DJ 6VU1NREK,]*^^+W)-N3 U.@1E7;>>.!GZ= JL<*[^&R MB2.5@?/:R=$PF,F/8!/@,JE#=@^"%3BZM91Q54@QJ,J);406--9H&\:=4 MX305*Z)+OI]NQP"-XOV\'3G-#RS:.HZXY(RT'^O=VE+ET81!D%,+7J&HT$^* M=R#;X21^2PQC0:?]YD"."M&Q$#;ES<83G014Q4!0@VC$#Z)L@^\(N[U8FGXO M5M_G2\A#Q%F?I*Y4=O(A4ISG"V_F)X0KI X>Z^5/_F=TS(>61"S^ M=E 8DQWM*SS(#YI,+4I9Y*^C3BOT2:S7#4-6VZ]N#WZO04X_W%F$+;R*OHN9 M#0'W :^,FC+>XW'@"68R7HEM3BODS3:0(CG*4X@=IK[EX$01H\,2%Y5E,W'I M[C!>D>.;$F\[&<W7 MX>Y!7)]:4(!%&N+IJ;)C?:%ACGF0%"@SW\TF*<_O)#L'1=G/[K1:UEG#&J.^SJB./W3]Y[JP,4W][+KBD[N[7 M"\99YXR+W[G^VG.#\]V74#?U(ZR]^9#83@I\+DEZ854^.Y&?2:U$:L5_4 MS58:;H>;^6&)]JOQ2NA[>TM)AC%\4&!@<@P.XX,)4D"#PWN(&@GC)NR@*I$G MNWWR6WDU5%D'Q@X:83.XF<^6_5XU*@^=S1)R-9WD]*O8((+I7>5I.G.K2YKB67_=-\&B"?U_F+BCK] MVWUJC:_Y;,V\-OO;*^C3,J/0@Z%):2ZG^L4S/_H#9YP5O.8<(]YPD]%<1\W] M,O_50;&ATV!0J-4TIL2?IR4VZ<;%6NVN)NC4 ML:YP%V?UUVF[^^"$.W71:HJ _F+4<]1C4.^I&HTJ)HXN]#YC5V0SHKLVO[LF M"SSOREAC-Y?/GCDI ".9I=RKU3+B;<@!N(H%$W@>]=Y&/I#*M_IP7MT; M,9S&@1UC0RDI# N3)LX53RM1S+TD7+.:O^':\E:3)\^ZB>![#-]O ML^#V?&-]R0FA'*?+#RTN!F:51D?9"M*V',^Q.1=8$L]"5 M*1,&X6C,&2E0%[='"@A,+R8 M?\W#"B;ILPM'B&)-)Y@JN'! ]E8VQG8V$"/ M?&#)(NHR6L@1M4ZMC0L6$56W+8=V^9,JIZ3 ,*X Y/OR6U [BF!(3 [H>\1H M9Y9M+"YX($])IF@?WE;S_*7;T =((6WRB1 W(DD+S0J*P5=^$D*"/L *?#; MD9D(GU_V&AK$\M;66W$2+%UB#EQ:]7EI8W>P\(T] T!ZVMG9GK"Z!H_FFK"6?/%U# MK!Y9EZ@@)[S7+?UB@_O]%B^I;U.,,*R!$H<:8.A)"[!?4U,#:2<]P&*HW4H, M$U T C20G=!5'0T:OIY21H@ADH\+(O8/& MW_J"/3:QN#_Z^[V;CE=55%1%/BV)FAS4>Z"\XLTFA]_2=A[%K6E4//CF6@#I MB3_Z"U-,(F]ZO++7U]HZ]ER :H/YSB:-Y>7?;]X56T\9O3F3\O;CGO0B";CT M&9K+?<^J;1R9C9A$R7-?X#9!?Y*1A^0)T1RJ;^ NL#?R!PT0;U!(&@I+/ Y= M]C$4^HY+># 81.J-J\WZ%DGR(QF,&!J1M> .'BN1K0Z_;68>K%G M+R0J>$ +[7"NNC6VW?^4RIBRGFK?;3>OT5_-BAP",D0BUG$J]>&3RP:[E,,5 MC4NB]#J(^WN=5]W;G3'9=O-$@BGM>&5EK%YXN-^)RHJ*BEB[\,# 0%JW'G9# M.[PB:G"1VXJH16XK8XUW#SDZ'E[0MJKW*$-[SOAQC5<0AG([B5@RY7X"]!OC M3IO:H)JV'IBJFN M$*X^BS5>;M*4 8_P4PQH:XUU$5PW+BAN@*<3PX$D!3M7/4PE#+/%,91#U:(=ES&U&!]O_4KGI1[.& M.FL8K_3JQ";JQ_8&5J5_JLPG4OE#5@A\/XT ._965YYJ08QU]W]HWW6N;&CS M#$NH#0=*@54Z+TDB6QB+EERAA?(SF<+9\U+ ^XL4:'T/G,?WV MUJ7EC4-K;LQ6Z*QC')LD*G7?C51:\_,H6%N_]O6Q]7:1EKZA!\N',MT5GH"<^*R$D-.7IEL6TW?"F I^.6C<:?2\N?=>:2O] MH,#5Q/U9PN>-M_Q/E/E-VN!6,8WL"_13WVMNJC7ST)Y=[Q 2=)YJ%J;=XUZI M]KABUKU'M;3^7- Y#>R^:E4]<>_3G9-7EZ(*C#9\6=AX"10E'BJH)P",-\RG MG_%E.T'#:7,;P6Q""#6&I"P% KA+1@UU8>:0BA.J3KB2O9'IVHTL$Q1Y"<8' M3UG_0%ND@&XU%, X,L:\K\+8N"0'+-O>GIJ>]/PYY,AXX52;29X1&VYJ&EC!D?>2$H MP"<3-80$T5ZH)]8I1J^>I,OQ,TVYC%?U.-8^$]BB6G]O$-&!*X7*.SG0V=S3 M14?\LQPG"N+M#3P='MN7WAL; >\-O@X\KGWK=]UI\02-VXB/?BNT:P07($?H MX0+NPD]T>;@(URC1<(6ZXJ*+QXD>@C7$M0**;&,![1%9DQ;HT[FR32&6Z"_H MQYG6>V0MR3EK=;V3P14-F.[)Z'1_43/Q7F]^K2FJLP1-'JSH$-H'2:YC:TN* MI^BQE_N,&&YL1PS\^60\LD9(;:9C[NV:EIRO8^,@< (_!$;:V*L)FW(? M!+ZH82;.%)'WMA,UANX)M3/SX3W*!@>]A4ZQL7$AQ^_[V][CAGN\X\IQ3H.R MB*(P,P$YSF>IT>J];#\D/:(YU [BA<;S^EF$NI2X%U.-N*5TW^YJ!5[]O>$7 M/@7@O5&\&G*N,*#Y@#!$"L1;]7OK[858L>8ABZ8Y.$<1ZRZK:&I2CG*\BU2Z M1^<'6111CKG_)0/1.A9WS?\X>?UUQ,>SF@>\3*=ZID)]'AZUZU",6T'.2L;8,Z"EP%"9)VX!M W1@J<(D6K:'%$ MVG=(:7'UZX-2/J2Y&5#8_DK3'[S%^7 *BL4RD,K@%W>HD8G"D@ ,9 M]7KA*P4,_[:51L+48FZ!%# ?V"0%4MPD3!9&31U2(&/R)J;W_[:=UM*#B1A_ M*? V;*\4&.H$?<>DP+2E%/A2E0\*1_]E2ZUT1@K,ZX+?!SI(\ R^=UX*2%1( M/T29[HLD->J(H8D5PJ,/T<\I4"GN$&+?V.25#9\6H*] MR.]PV ]]^CGXJ:YKKLT3X21[F8CPIBIY7UO=-]E+/@;;\,-.4F!A /BZ .VG MB'[#F ^<\:)%<4H\46N0]\$T: _8ZR+J#C2GB*UT1#'P,>,4\<9V*?#^),1M MD+,79[JG^+V9.!;[@;S<0Z3V[\*O)07A^C: I_"]!%&LY"&E3J%Y#-+AYQ<( MU:I5K3CPKI2$A;Z*L?8!F16X$A),!.;I5\8:8\>(T))RUX MBZ9V2P'XNHH4^&#!N8>#S6:2R_&(^DE42?,'G#BQOF"\2Q":P17CR)4_K@5F MZ[^Y('S5[IB]Y+/>L^:+4F!% (".@@)+9<*\$X93P7X;*;#Y!9K%X5UG0ON? M8? LX#S=BR^WI"BFU)YB"C*3V;I@G>H@EM3+L_[0X928J25/B=NQM>^Y_%HW M$S'.]OBX+SF_LU=;?/CE[458K$\Y'2ZHBDM9%R9GH_8<CT,46I8 S7<+&KA!ET_/.E(5!NH7?%NSKO;PJ$J&3U"EVT& MK'K*W!JVC!0HZ:GCS$<\8$,(G M=[@)G:YBO*]B5&_MWE>MNXL99)_G_]ML>T%V:GC(90R70-1C<-$Y*&T0 MP\*R#F0+-#1$CD(W!;[0A1UT)_'RZD+F =G((G)"]SWCO(_L<.AN#CPO97!WVT L>G3HJ-+GR M>,:<4BNJR%X(#;SK\YZ\SQIU]SQV'GU#*IM@3MC29B25+WJ."BT<^Y$5O"]0*51^U58$!N'#K:93^NQM/PJ ME5Y\N)V%5/;)"VSNT ]+KC&,Z)[P/2*513\+O3/4[NGG?[N,KJ"Y=_#-*N:+ MJZ X'JMY0$^4 COS[VA04II=@^[#@]RF"O9*B)M"/QUQCS+BLP+RO=(B,HDA MVA4/5_1D9J="A3RG1J8R,'"3V( I\Q2^!9XN#&#K/84X,8*.,I>UPB,>F:*X3H7U=;M[,MW;_JL:V?U/\G37 MB>X6CX3@M#$?<;!R542ER"J)>?/&"K!]1>I]UZL.]+RO31VU.2H!/Q7EX>4; MTZN J-"A4)EO9VD#(]F;NM,2 (39RE9$+L(FPL(AWR0Z9F[EOK>!?FL8IC[T MO:W37#4_4L7@)5^(N1?"-3*OZ)"TB!&YWHBR)(>XM("_DZM%_$UD;PMWW:6M M)B08Z@E)24'?.BVWW&TSKFA=(5&&5^3 ]756#@JL_V MANU!9;M_M6%H80["C6C#H^@Q^N;Q<M_7H2N'I\0H(#FO6)<1;3JF-N=ON MB^,'[3%]8';6:+LX6FPS(K(EC_^ ;%S:D:.\%L.1%V%U*0MZ_=$M\#D!61-^ MRY^Z:C9133JMQ;E"5Q%,Z<.LYFPK(>GRS!]=U#+S\$:VC1",GW&U][.8 =4# M=9Z^#=^ C\,,B\^5U\$=(7 :,)VF=@LN%<7R/YK?4!%N/AL32(4HB"G30 M/8KHJ[O9^M[( LP6K*#)OJSDJ@2A^O[N[!50^?N4N#Q(TW!5*WMU0!_&5#-+ MK;QQQV(GVR&K,&?$C+\-(YA>GG6*L"_-(5J7C'=N_2$!OEL=!\U0]X#$/L398NS*U!5&O1!4_[MBB M(-H&FT=IIDJ!E0V&G3+SRQQ);]/1"QS)=[ NQ8(\]U4*S+Z6 DK :4TI\ ^/ MB<])W[ I<4V0-3+7#R+_]NC[9RF0394"=":4LT1#H-/ C<,K$C.&I9,6%?>,]K;I!16. 4\H,\T4+OYJC05^7VTCP\GPD) M#;BE@:3%92F)MDYUS&6(]RU1$$98J![<7T_2MM_43SOY$M43NC]!3?!*5CAM MQ!:.D)O?WVX%&M)FZ^?!> L^5!\H? ]1)P9X$5X-Z8@"Y/22&\=H_&:0#+ M;*UCSO-!#<1&2+A\%O'(?9]+=X'8.>842?4-U'/@;*7[Q8)PTS?$IW@7:K%D MLHCJ??;%4>M.[YZQEAAT$WVEL/(J0H:^82I:@Z@FH,;;*R5_!Y?2\(Y"E9BI M!&03M2!@)"= Q[8[1K-@?TEY2<_I%,<7S[/4J L?&H=NW%UI4<)T8=UBZ ZS M5PN=)@AB=[J?<%=*\9$C_0'9,I);J.KKXI%9:XU1TA)[[>%26-QLO['M9/:: MF.8X>KCPEJ#@RF.S$)>=XB6E)Z&67<_++P3E5!R?9F6:(#] ,0:(& .=^ZC$ M@__+J"1HUD\*Z%V]R_R"P8C(1>=(?*=_&P=L3 #_[9'A,>8/S+A/I:.:P)N. M-O#S)JQ$/NZKEP)[[C[^$QP[VDZFBWV=)?U2X-6^>IB,2!PGMN$%SN+]X.NW MC%8I(#J&FH.C$0(EZ,TLJ2\:W>, MV"MZ)+=)=5R)^^!RUK@[)[D%WN1ZE'-JJC\PH/2D* X^VJHA!2S[&PQO2!(O M_ ZV8"*138;W*WRU0;0S43>LI1_J+J\O]=OY#]1S+*P MF12(;I$"G[&IU-J#XQD(IHH[AU[.("X](JP/*N28$AIQL$G3%U-F#,?P113I M*PTB%8'JG3)]B)442$ODX<4&=%,I4-"O) 5^>]L"BS&=5/P=:YEG./4M?!9R MG0)@:1SC4R3V'SW$<8-.)GV38*@4&/N":DA^3&S3'%UF\9@?E#[XL9\M>R', MIB+C>]#6I4[$MN<'HV/[RZYM(^J6_AMZ*%^QTRN<]Z%@GJ;V(&*JK^,1^@H\ M18A*/IEP(=>[N8&KN3TH_LW&;25_$FR%13.W.CLS],"3 MW=3IN<];&O93>EM,?SDUD;!L<-?+U[^N?2EW&W %8Z=$Q0^EP'8]*8 LQAS MT TQEHN%S13*S[W?,Z0S:_*KJ^_@8CE^"TZD?;V@EH <-JNX=XW[(X?P,O( ME^OGKJO*H/G!_QE++G3[;Z3O6MZEM*L*#P\H?,]9^*]O)ZC1<).18["LI$O$0W'QO M+$Q^1D]&YQ(1'] ]NTAD;]CQV'-P'7(?\Q117O2+/:1?:TA>DNML OIZUI-: M/W7YXN'*"0*4P!7=EEPG^;*24<,.;6J"0X.A&5SUD$Z&]82933:>$7=A*<"G M7D%Q8WV-DZE\,-9G%=2"+'!J2 &0 MDW!,!$3E?VE.0LWIZYYU$.R7(7N$+K O6;U&Z/#UJ,>X$XODPA."-!<)J;',TIXZ\F5#$V'*5;HL_ZUD M4X.AC7.0E4N12Z/]6J$Y.S6W1Y*@V]H8>+]_!"T%[_O/Y\13^B-RMAUK6-RS?GRC_!*PK>!R MQ0X"=^ J_=GK]]"KIL-.27V*VGJ7G=4&!\_$VL7$\M42MV_R>J]2U[C&65 *( U;D,=5V=WO!6CU2T-M"+QF5!A]=>/_)] F/[T'FPEF^I\UK MJ\[4BL/QU&.1E,"&RWI5IH7$' M^@I<:'P#[7VP>I:Z^.71"B=::C'YE*/;1XP;\.LP<#%A8P_D+B9&>J7 F4L0 MIK[=XM?(3D[!.Q$[*; -ZVB7^C!/:N*&66IF'#B\E 3987;P\^BP7\Z2<%2- MM 33Y^M!7BC&5Z\[P3H3/G=^(0Y9THD5M^T+W36RV9@Z(M=SIA?C80.LC+^' MX*$K?+(;))%KH=Y'W%P>O ">Y/.RRYBTT^90'Z&F]P MUEX=]A HO-QZL"G;O#T',JDG:R=Y-71S->A>_.&0U57"GNAJUW"_@TX=9D'R M13&-13=5+[R7)1NGV?PX*@745H.U6(,<_H&Q ?0.;6$BHWZRD@,9C'XRX82L9!A(@9Q?I,#+""@@=X\+KR!,N M6-,A2*Y) =^I9$ZYRK=DACI]/YQ)BD/.\]*BM[#U9=$!2?H]3)G9H%.] +':W]%GP M^XH@+N7,TLIG,5[&LAF+G4[(@]B\_QPCZS,!78S!*ITLJ>",\U%M*3!:(90' M3Y3)S'EA"WT'&HS#U(3<'QC3Q1SK'Q%LX4FRJLG&!R)8^R.2K3A+@%"74&&E MW%7;]=_N@]?>@T]T_A.UL$T>S(]#=&_FC.C&(>KN=5]%K\A;) _8MKM.B5W' M*2O]N(M#BU]9G$A):KYS*_F"28(4V(C9VGT@;"D%4#<#K!1ZVQ&LHW80ZN8! M]"KIGTG,/UUP\'*,7-Y9UI!<_K97Y*5,+7W,54:)EGD?GM\*-TE"5#6_?O5/ MX*FOC]G>LORVA]"5TN^$&(*8.2.ABC^DP*G*H1ZTP%"!)?")M"/'\FP:R#)K MERDT96O+G7]E^R7>Z*IA=IP5.I"9C<6%:0?!$5+/6RE Z&/.MDA('G "_?\D M1"*W4/X:K\=<&=;.^[NU+U(1+4)=A6C]!55F+X[W.(;8^W6.B\D(66OQE=/I MU_*2Q+LVRV(FS 531E9DV(Z%'KC/)XLM<5'@?#KBEH/[\H9#!WF]7G88'& S MYOC;P LZ=Z@FL6R23@J]Y.Q:2%E@QVI9G/IJ_1O7])05=KVS;]V;_F],%?"S;8VT49OL->ECW>^OV6/S>FMGR>V'1E\=DO/D9+W^]>,J^W8X M/ 34E_V&V_'[^B6_K0__W.&7@_OL($J1I&&^]".['U'LRL M \M-FKE)Z30#$B^UC]3,5:$Y";XULM3'SB/;.[["B0+"QW2!/E,7,;D_.%!3 M$'VPB6TJQ&8]_6 Z2=832NO_Y.^Y+Q&)XBCD#0>)#1Z&9#ET(X[)KENZE(_%HAVWT0B'B*'_3F^A,L;*QL&J/N$UJE% M]&T;85/G:S3.D78D\.&8SZ:2+JO6.O'^Z,:^BES!N3 S5O$GT+_FW;E4V':X M_?OLH;OE7>,W;H@\!]]\?J?%XNTMRVH;&Q*6#EY8&;7H7M7-LQ:? M$Y;>3?O.7Y[0:V'Q.4EKLEB]>Y%Y6GALVJ&*V*5:#1M6FN7>9(R8,GFQ]8=G17ZZVK?N/]I5/=RAJ=KC.A^<$;K[M:/ MO9\^/5&K^PS>I"!V!U$E$RFPRTC\"RC83/>1 E]W<7KC7=?=?OQTK<&B4+G0 MT278R0(PCF!>P4SG.!,Y#(!7>_[C%W:14<5P^6_U+'@U=]R(A\?[9W&CD'.\ MEMY /B$6\>;C-�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

    )J'A92U=#Q*H;MBPQDJN! LI)X(-.MH4:F98I6I88 [(DQS#, M0>33JNW@&(/R*#>&UGU1A;3Q-\>+ 'TD0V*I\F:X/D<-&U3M1-83M-205!@$ M]B-KU[22"$XPPF^RLHBJ] M5K8+3\KLH[EPLKB?KZ !?$7K%75HQ(UTW[*$. MGIO(>'X>+-(VY018Z!!KT^&V^@R%=,6!IG\<+X33LPU9&T4/D:K)N;>["NYX MSFH"O5)!<1GY4:5R3J4H\^-6X#Q"X Y8'Z?+__)AZ)[&,GC9[X*%%/I=^K?2 M[Q'46&&H?R"<3Y;9&1Q&(>KP*^80&CZ#0@95^5'5R^2B9=G4'"JQ)%)5RSO" MIG$UTN/JX(CH6!\=L&SNL,:B+.V96(*Y/CSL8U$BH'\T7_P(*Q#"*]-0"CN# M(5)#)Z5D-,N2V,'"Z/ %5@S,X7*V$S32?*HA1#6*X##3(CE1 (9$&]A;J@N^ M##!I>X'9* L!DBGKY!>KJ_;D6(XLMTBE"7,5XGJ!'"*_5 >K,GH& #RW455W MVI4UXJQ8(3@B0=^[N44^.BZ6"O(B!S@@:KL#P[V%#6,M-OJZ^MT6;H[5,3\NB4MF)1:)OU4CA MU"@1#X)[B"6QT%4=\2T#WU)82@6S 'X1&G<@QSS)]C+BS5X;4:HW+9MD"V0S M'E>G 4QX^X=Y8RI 6TZ?A4V_V&B#A>9X/6ZIWA4)%SI> &6D)<=H-@F[T7(B MSB@]_8UA]=@8@)]5FOW=#UV;?>'>/?LE]), 734M@0.KB0!Y%!?3+#N= [E\ MYM?(5T7D[->K"^*C0_R\Y9-@ML63R440C#%:1("FYX N]2.L1 R\#Y#5_=%]:&22D,QB+:5\1@-/P&%6DB(BM)P M'(\,3W0B]#V9";%,UD=) $1-* 1Z<)]HK["V\Z3JR;5!22 G$ZT//7,BM!Q0 MI)3R@'^Q@(?J7$A<47W7"(E7J1P!T;60Q=C4=]<)K+*VL]/,+]4807,5%#&/ M6&Q5?==+R[C)J20PT0A%.*4/Y7F6+(F<8R^A<'49_SZFFSLWPP4F"8]T\ "\ M'+N*A "+#E1,!ZMK\B (05Q(9447.]92.A*NK#.MM*RP[QO/3J*!IQ0LV M4E^K&A U&S^)LPK$RO,:@J%= 88$7&@[.T;C#O6[8>I!3/8]%SVXJ@(Z2IR4 M9^*8K.<(U]9,,K^)U-_\5P+,$-E49.KG;E#R]ZF-*?4;LMYBJH8Z7BH2J88D MR-2 G+42*75Y8X!9JEI* 23KH!<"!2YX3 A+:'J2R!\EL60ER9DVWX>[ K=FZ+):M..%W&+3W)+A"ZON M7>G3;=$VX%;'$6AUH8'1^@M9_X/8Q&8(B(K2!O6HS'16P18PGE/U6E?$HL\E M$?K #%4UU_1JXID>%JHH+6@*2*%1KI"L>IVJ\PM@YF YS:V0*A[T-^"3%P"3 MWISQ[[QM:+:2UM'%FKM@N%I@3HOTNDZQA_0!O'34/\:3@B^%#<@;'(1T5!=% M0!?W-N3JR7LC:0+4,KQT%";[!'@);DV6Q.<1*#X&Z[]-7O1#*<,\979BKP&>/I>IO&WN MN(B/ZJ81A6O<+Q64V0JV,3HRY%5J)0.O,5"[N!_;KO21R88B:)/L& M+3>[@\5JQF@4$;.'W:I+4=E-0\O9=-.2O&!9+>P_TC.HKT!&BSFJRI.E)*U, M6(?D^Q];.)IT@)R9A:K+XH0Z_8[6E!'M0G?7V8 :.^:^[^..H7N. I?:VND35*QIL#?[JY:/^[UBSWQ,-N)<82\@P5R!FZY/NSX'U-H6,C(4!CX84PXZX8"5T#=W0*3HF)+<2!J6I;YXFU:23DK1CEG M$@.4P$2^6C3:25=F 9KA,W1#XC!OY3/-NNS@V$;TB&C1(>.B *!0F+/UK0& M,NECYA5HN^@)DMZ7C\S%.Q37^3MQ;'H,_VT$"5"/A23Y '*9XDP<3\9KDM1L MH4DMGG O? 'B OAN>A"P(>2*4: MJ+F64#T5Q),C?0E2PR2:\/.KR'P64K_$J;O\7O7V4HX?=3T-2[!24R/U#RIE M&.VGDM+6CM+.%8H:&,E8.-F'@;[*?J5[S/X(!!DWB[?"V#,/K5/'(]>GCRU= M@!# K//NY-5Y2HITF:[==NC&@RUK'51X'8SFD%?1.1&+/E4#KYJQ_X[TVCFB MU!;7CUJ.,X.B)Z53<6@%[TS0#:!06MX-T(5:CR4!-BCM^-U,20R%Z\C;\=3# MQ_O"T\G'I&X52E1?/U17)D$Q!<-9SDXQTDP%R>\EBV=Y]VPNQ$+>1?=?\6HW MA%;!4G_#"Q[:2/<=+(ECO8CC) L *)R1DE_;<, (ZP\8&0[ 4B$2*D/JD0=9 M-[PL60ET)0K9HU@\6X2RWZ'==P-+?@>*Y )R--+^WWCS$,?H8U?10O)&0@;/ M86_2OCB;OE"+_C2I49Z,4;>Q%K:VP\N22#H316B0KY R:7)&F9ZV).>U(^>O M\,CV'QBC89Q1O-*YC#V[R:4&_HH!&E\P0&.K<-*0-#_L/\HUBDL=$.^+I*]" MZ7&5 9>>OF_3E"0]!#EZRD4W82#+-@6R#$1"YSU\C()DC%R\Y,L)*B^<\TNY M/"^2DSSZ%XA)H5!)3*\FIF\:N0HG&8]%B!%#QJ + 0-VG7;;L5"R8%A4-P!I M0<&/@/=T84^V%-WADP>;R*0E/ $O80BCBK-"J5.*C[7#>"DM"H?N:EF8@@WJ M$Q@]8=[^1\1_P.;PCXZ-!@]E5I-C&%,IM@G/T>6U#=*DJR.8@5)(@!#7SX=0 M.VWE8?8M(4!YI+FDJPQTSDP<&(-1"Q@1B\)#*I/49%@*F?[W2JI:.ZJ2H0S& M;YDR4D"'6[]S(!\>[_63VIW/D@"%B^T_>H-^:D4ZD]+S6R* B379%DTGYO)=P415,3;T70)OOFZQM8>4V,([M^"P=^ M(,FH;XS!&F2;PKPSV74"4I'GX]-XI$)L?]R'(%G%5L7@:@LP2^B#%MJ5=T]1 M "JF+?=&<65^ B.XKDK34V:IO%L&4Y*[<4?JKA6J(:%K>*1/JD5:U&B\PQ]$ M?Y*/H0*S?&\X$BL77I;+881!NMC(7<6[Z>NT46Z?S,:5,5_A)M@$<9H^-/B\ MH1+IZ/9=1E?FV1E%.XHG,M*+5+IAUSR8K,WYX8Y9&VP#/GV#[_E5-9BZYGA] MREKC;[C4N=696%+Y!@I,S2%W*;A77W!C7I_Q#;.YBJ<1&SHP2HM=&1T5]P*5 M% Z\VL<<+&'+3)JO2[S.;&L/IV@H,3MXY1 M>F.F=\70\EE&<.&2\(H:1+C*FR028 M$Y#&?6&LB< HK31H.F(RM!RVA)418C2.4:KZ)/JE =V.M:6!,R@!BXLJE?RU MXQ59("J>H)8ACH3.:43EWY@8CV.W'OBU&Y'^F91#)O#3T_4A% M5ATADNU/WV +%T4)26\%X3DF,F$$3F"D9Y"!P-ML+2/'SEXGV]T M_0>1WO,/.UE&7,UCI0I562U/9JN9._V%A\<@]N.F9^?J_=VBXKV@E.IL%L#C M-*-CJ@+$V1"KGF$]K[K2&<1R,#]WW43B>O0;#QWEC+QL7\LHF3D?/#*&%@_1 M;1S&,H2&S#M*(TW90(1FKZIGK+R^Y+?VL9J2\V*.ZG YNOE#\(I'\8DOHN]^ M?*X*+Y]1@-," -;/K+#.7TX)P.HAZ R3!6RDP8OEG"LZS=XCG[:LF44!%'FP M=@#J_>6(=.9S"D_GC- M^9@OLFID*K35)SN,-+U:A;;E1>J;DL9BT5- M$(ST-UWF5ZE!=5ZDL6\Y:H<_M M;5GO;JC"H:ZX]2.P247/KSF?,HB!2ZE/B<<+8 Q-.3QQT=]%Z\:)1=.V 2WG MS4H?R#]O K"&B!.OS]%:=UWDC(O=XU4'L&K.6SNH5K?K.XWMVN[^SN#F"D%" M>?T%O9"RDVR3W4@&I#@O8KY'I;B0V0T\8SNV\G+>86AK5C[]<*17U6%G(^<9 M>ULV>?C??3 MH6 ^I+ )!X +( MU=64#!215:8L1%NE^4EG.-ZF8;29"EWK(>\?TJCGT-0(",MIA<[K&)G3O6-1 M:'W:@ ]_'M1$V]K?;]3W#]L[[;KY5P ,@KM RSD)F!X3C_DFG&;]J+9GUG+!'VS7SX! _[ASMF'7ZM'M4-6O[^&D/\7!G#S_N@_2N'^"G@Z/M'7./GCS$ M!@B'#?A8KQ[MF_N[^*EV5#,/=[E''KH^7)XOS4A-DG"S>: M8LR)GZS7S7I]LF"GX2&G58\6T6D.!AX8";X9.0Q^/WH,PK;^0?"KD:/0#_W# MO-B!;F%!47.2;)@%)*+XOPGP!1&Z/2EZOO&6<.?>WW! RGW!"@P:>FH!@[+H M:)H>085#LG>/':E*/A)+3L;V 9L;DK!<3\SM2%A'Z%3Y6RX#5/>-SR@&*QD6 MU4L$FBL"+:_+W/.H-F\T [PQJ\,-57\JL>4MV1A;][H>E,"HX=F@. M,1)+"BB+:B7^S =_MM],&(U$M;FC&:;PP'I(*-7JI5 J%MO!9N^W/O*7)^]"H?L!KI\&];[UO M7JI_D:ZM_E'HNY'CR%^*0EYOQY4'\71Q#+FV:];WGV'(0PEEDP7E37_E,<$% M\9M%N2[C;G YP8!-%072E%$@MW01J"YCAB.YYA6)^_H@UTV C9&_=!6MQZQ[3N#Q;_](7[CUI$,ODNL6 %#NC_Z80(AIJ4R6LE]LLMUEN<]G; M++G:@A DA5:YS7*;Y38+P-5@;+2F,.9X,@XW5_?3NV.7?8;:LO!NKH ?!['" M8&V-H6NL!-*S0-HE($4EE)Y'I>H F K( @L0_S<_1_X(G#C=.]T_/7A#%_]0 MXL-;DLSB ;UH962J9(RW%WV]."*$0B'!D"U-O?0:TQ5FSW( MK<2F]XQ-NW/'IEUS9Z?$IK7$IEIU =BT^QQO*K744DLM(A6_#RVUB37!2)6\ M]$XLI[8 M-D;K72"V-1A/-J[(\#?;=/]&)M&=^>"9$=*I:8Q%=+Q\8 MFRK!-RL([/FY9%^L4-T6V&'EJ]8;6\-Z>*F7KYVL&J>7SQ-G/U?-P^=\ M0"5^K3!^C=' YXI?NV:CU+77$[_&Z=ISQJ^]Y^*(9O!A3^45GK9/W\*]PN7J MWS*QH%S_HO,,=,6N"W[7\:@'FBU:V!G;:7RV^45H.+E/W'\7=#[C$_HI_$4TY7QAZ=N".;IH=R MQU$,B (K_J_LX8QO9-N5RZ#.?;QO@KM0<.J=V(&#^'%SPAK5J@&'[\(F*@"0 M&/O-]?H?VZ7.16 !/B!J.%21*0!\5A6?+!YU6-OU'^$)KOO3#BR\&3D<#$CV M*P\XS/,-@.:Q)E$%K[!3'F$7:>,T"?U 5-@%T3E]+8=LMO%!>3K4 0];CP%? ML%2G:JPS)3%F6V(,Z#R1H^:V'6RVB? (A6Q>*.R!H1(/:!%T ^I\:& WG*Q[ M'AZ#[818 BMK?5B([FP+*B[V VQ\52?]3(!2"DB])SMR6=3<$PX5R^BUY1)5:V[J3VEA6U48FE&W5T*@ M@1Y'.*S3#4 /0[H%BHNQ.:/-D)Q=Z=PP%]!/D,![Z0E*?+UL:V_N#19$6PI\ M9:<^WW-[;+CSV$?95G6;()?CN[+IDV[W1,U3'V#B972?E34"L266*QZX%]_Z M *X3T1; B^V%MG [.,!6:4TK!APSAN%BBX"JVDD^+_F"'Z8-/_'1R(E5JS;$ M+.SD;3MM6+GDC[+AY[A2> /_GD?O-]K0\":QHV%S:'N(*Y)>)-RQ2+#>)*! MQV<=W[5E>UC5C!9%'G\"+B4/AW&+1(#T%OKZJ8YP213"[G!"8K!CFL'!E^*) MVN 6J0[@X8Y9GZS WZZY/_C@G'O;3:[9DEM@*MGR&W5=93,$-1.,U)BF@/);[K,Q7G?OA,/X!9*ZY8)^^C'W>>-#GR80 M@!ZQW0+]Z7Y;=JP^XNXC[T4HL'6-RQQBO[D&,0_. EQ$*]CF,#D;"Q(,IT^! M"VH;SJ%%*>DMX9QEZ;EG6("UH+BCKHM7(+- 71C6[Z!M 78EM>D%='0! MM4"M"I3,BM2R\CR<4_-PZDV/_V @\>'(;!)G8!2)MH.J$X\-T+%@1%0'<"BY MSDDKNHZB\,9L=9Z:^\W#YO&HNC-R;'*0OEBN^H7)AX=Z>?HQY'9!1@;:#[E2 MR6_- VX'NI4;F97#N/W@1-C0,V)*(#1=M-2H9#/8Z^F#3?D@D,:Y9YEL$P>K M5S_^UCQOTL?:QRU0J(NQ6Z.O-WN4M'*[[)-WN?U=\3#V8'_ISO(/ZAVBK:H[ M7(/M@B9*I.HE*^B=.4_DYT +Q&*XP! G[$] MIQ"5?8#L*\XV"29?^6'<]EW'-_(X/799DY>DE\NB+] Z]^*C[5K^'F+@E/-= M/7<:YF'ZW(2TO]B>QW?QQU%UW!]!G=A6:JQ>0J8GSJGN.[)_QYJ=5UT)('3C M5Y/][KBM7H4=GS4KA5F/.XYH&SEV<0DT"RH#4FR> M49CL(E0 91T.O$>$#V@J@;!E*44Q25&A]BB2@%9=[Z^PL+HEH@C^3?H$2FS. MNK(0OWRAG[UU4_*$]?,N6*6@/3'0L6KFBS*H)-OW1[:_@G(8&:*56$FSDZB=8RA5@G!QE-IO+Y64NEZ4 M^I\$8,L]XX1W?1L_5=A5YZ0DV%<0; K*-Z?9W9)F5Y%F?\<(!]XUKD08@C'[ M_BB$%CXE=;Q$!:-U3 .HH%Y2P2I2P4V,O8:-&PM#+,+M+[X?=]XC,?1M8,%$ M8:2B87\"HEB3BXRK)+0 [#)H9F2"?F&N-RX<#SL5&O!7[%!XD+;V 5>" .B) M(@MB7T7#--46CA:V^'Y&6#4/)F&$C;JY,R4C'+',WX$[8?A#]!PVS #D?^$- M0G7_9_"+_"I M[<":0"#AA3(]3QC6#5R_)T0:E$&_O*R>+%_J8K0=?E\*WI).QO+<4NRN-0JL M.:L\TX'XA@[$E_&%&B;:<$E5#"=B1#42H3LBI*\\G^6AF&.\^L6H$$DKYQY3 MU%XQ>GXBHQ^3'IY5)%Q7AR+F3?96#YYR7/+V"E<$'?0'4%P]O@KVN0#Q8?.> MR?Z ;D;^>FH:)_FAXT[H9_<=3 IRO&X9P%@#40=&(& 56&MT+\7(2PD/Z>-P'K$(N\)V9 [$FX=BJ>XI;W^R0X&$=G\L;$A).5KHX]GSB F'P M\ M"@ <]G3V#J:^J1#6.^YX5'W$$D$LXUOAW3"G3R#Z9P?;GX40AJB*XU,5(TJL MCG01[51KF_=;Q MP*O@SEU$49BJ_TN!-=H.OCALYTB&\F#AD,_)-R4!;S#^S M0_X(HP)"=WW/$9&1R__(#U($7+KB/5J+ 0?T11+""1&"C V^I+,Z2TGA/",% MIQ@X>-XFQ-(LSTAY2(8?4Q$XV\R0IL6]^ZU*OR<1LT-#(3/6 '%!IF#*(Z)# M /_+W*!L-#(NGPN^UD.A.Q/S*RE-$? D4.="(UN4FXE!WK[7!C6:)9.H!OLW-/CU>H M[,AF=$\[,L;L"(X"XW/CP6WGP9(ZA1]%"QZ5R:!=[%D%,,;I<4*]VZ*D*.V: M!SL392@=[IBUO=E3E&39DCEF[TQ=O6%GTBRCMU_JW/*IEI2F-+D@.@:(M$+G M=>#1N0$@A =V,Y]B.LJ<4X/5ZCB6HK,CV!'#_VOR[X\; PO);7]GZAN6:1@: MB>:Q)N6(N9NADUY?3FR-318[PBFWZZGQ5-]@G1#3J! O^-B[I^DA\^HEOOE* MYI36=NU$]S*9[*O@B)$OI*\=#*:O'3R?OB99CS&2]:0L)\=H!K.XE*4,%*'^ M7-;=YV+!?MGZ2UB8Q[08J&=1Q48ZT\@,N3$E8M*7KD('IYFT-LS$ZRQ.;1A4 M)0V\Q2<[++7J? T!JM$@Q#WILVC;/SE=6&5?B9@*6(8.:.I88P7,SDCJQ-*6 M]$A-[_,_4]D2:5_R( #-ULE4N;?*65PLNJLJHXM!=BQC2K$ NI;I-)BNWOF. MQC >]^IBND$J6\1:PO4?F>.Z"=8# C6/#"JAC,"TSBJFVC+M(T-[TI'6;2OI M560!AD'W5LYK)IUA^DUEXU(=5[1H#: V:1:"&HB6:]3@ M2)+DLF(15%P%S%=5_DCM5NZ)=X-TZW.KK:)0YPNJL8$/RSMQ(GGG.F<$!U@: M",N_9;$EL@/1B(^8U<&:3,S6$^/F^R^T]+%E)C;AF6)(%7) W85"9$4V- #; M"; V46& !J[@\/T_YU4T,8GLM&9B=7S)Q"'XJGN]3+A=B[\3)Q1VD\I+O1;J MTJ;^M.$\ 3DE7=N/U)M0Y)M2)5+8OK@N- M,K:S/S(N#>:, J"O)*(184BJ;@4(%E!)(S_S>J&\[/=WXS-.&RAMD(2Q#%> MM6R<)T!8&.29>2NRBIH+%*[V<9YW(>4WQ5)")+'P.Z=A "KY MW'(=8<::.1?I(*0.:R,A1?6 >K9B8S<1 @J$0*;RL\X+CV>2"]-81\, MQ\_2V0$E$Y>2XXFJ.'Q!)0&=_RG2E(EP0_'\A.GD;_5R*(IXT Q"QV4'%5:O MUNOCU+>B>.;V:^;A1)ZYFKE?G^S!JGDPWQ'K9G6R^D:'YOZ@\W#B$0O2LVW5 M.T>H^Y\Y=XY0@Y_1?Z^,67YA[O'.FO&S+]:,(I4.=6]!O1N.>8"3S%?;'*C2 M5JO5L1:=))_<_.FAXD+8.+_-/"H\J16\^@P'\A>F/L---$G2;0?#9D1>+N'MQ'=0.8AA;XEA!V5UD4I>5=)\FJ:R4G@ MA=L4BY.WB^3QI;PM&OF64"N9WELQO0(9&2736Y:1H3)O"A18TI@H$&-OLN"3 M22-/YCC8?*ZM8R. MLE].],E^%GTB>Z=G@2<8A)>N*@W^7W LROYP(T/\LCZ'@WYU@(J.W4]!E,;P M8Q2^X%:'>NEB0OGXV)16^&%^L&H4 "P2>7@6N3/D?GG@;D+_6&@$3]'Y^1H% M@,P4P%.>7P'.CTEJEB6+]))>B.=Y6=4J8WN*YI:?P0^?%D[&B-3U\I#/"+-B M FEN4)F^'^\;^((TUB+2HO^GB47FQB00OB*"IFKN#:>OE1$T2\.L(A-<":62 M+.QUS7+"@^2_EB-U08$)UMF[5Z:[NV5:K: MI4Q[+S(MC^%-SY:X+ "/:PM7O>ME\'IQ9%RA"+"$4LFF%L*F"A0:4G*P4DLO MM?2Y:)&W5'-0%D+/BMT5D66_4_7[G49!O@.Y1DBK<79QVC:%'OQ9VSW\DQ3O M_=D5;V!4[T]FO16=L0'@14D@0@I^2H+/FQP#*9+@C36&=R?G2U[UKGC5]"JW MY%5[5:IW?:^4;B7=E4 JF=."F=,LJG?M ML&1.1:&[4O5>8=5;CD8KG7^QBME"6](]RU(/XTH\/-^#=Z&+E9=$5GI)I.H# M%%%.%96I% I(ZW2MO;3HF[W=/S<^U\Q:O93D[R689#58TVI!J>1-BXBVV:-H MFX,R[;0X5%>:&:69L20SXYN(HJ-TSXKKL&OA=%M)&%'*^ZI9%_7W)D,EN+EV(GPDA>VU?AGT4M4"#(P+8P*)2Z;Y/TKTV?'V_]6KQ_DH,66/Y M7BR2+,%4(A0TOABVBF(@U]EDHVJZP8DVS(Y?7%@() MU6:Z1U=)JL4?X3V1JC6"5%-']?X+/:T63K;[!2';WYPP3B+6= &^'OSR(-AY MVNYMY *;]H,3B3"JP(.6R3;_]8^#>KWZ\;?F>9,^UCYN5:B)7!LT1ORFMO\Q MRO608UP.4&$=$-6HUZ/2#?+:[3%^%PK)0ERGZ\3#P\14[]'7_M^1"]0,A6V* M)\M-L),KL^"4N>.EOU58E%@=U!7:(0)+ "-")DRR-K<!96 MFP[G>,23[9$K _@ #PA+;U')P8 >3W6%;#S4,X/6,X]YW^$0A6P[I((G?(^ M]@ALA^+O!/8!Q^A;.,LP/'#ON.@[>A\6SJV_$P>!C(>F X^BEB//O" ZZE6(<@MAV'AQ;Y 0/P*^-&]UBD2\;1-): MTPEMGP$IP[\M,09P-;-:_8FT5-5-3S8)D/(-[,MZ_L=S_6/< :/JKL.:0>BX M;+_"ZM7ZCLG.?->5R(2;R-$']FET?+O"D-1@LSW82J0;;^+#D7@.+ CE_:(5\PVX)%-1PH[Z%\70HVK?E, ?2,_'W_)PLD'WD.=&8RIT MS6]8(J4 ^ 6ACRA@R\.&MT>N+=NC[<.N$ 4LGD0BQ2UD4Q(IF -KU6"6G MY M3;N-2I"<@F"KVVN.6:+$3SR(].W1'*1_Q'2A\#[=@H4BX#W:LP-8QN^%AQS" M!VJSP(J/378+;_Z;OB?"KN-10VV@IVY"&)@]X;='+@W7]<7G(9W6 M;9A$,=(T?%9RYC((?/C@$>>2#]"F$;/&*8#O2>FP"ZUT'!1$Z?CN(X&@;$;: M\20V(ZJ-1O<0L16XH!^"+.=A#PGXJ9<9#NR\K<1Y%_$[8H\@#;41HF<@4H I MI&XBZT9/1;6,<7U[?NY[7".$Q@@:./\G!*2ASPWTY!F+=()D+NU7 B M4BP]6VKD'>$&U#H;-,L :5*J)Q'* J7>(_4HD(J!B8;2ST$?_9(@Q9=!L9& MVMTZ4I0HA2H9 FVE6>J!4LL@ 04000'T@$]W!Q;L@@*I5IUV&L^WSR:+AS.@ M]E" P/:R#N255!?IMW=&JE=8Y"& M]4R3+82RO_3^@/T>T]HFG1TN+Y.')MR4_;XFCD:QCX#L@8F+,H$*[*/FQ/]BGC6HJ_-5= M"U"IRX-('.D/&T O=MSYM%$#:V*#W@ZX;:NWE08T@M%G5R\YQ8B&.FKL_/2\ M"VBJQ_8F>JJ^AF--H:(NIDAY@2(AQW5,G_:V<";M9>KVZ46H,+^0T(&B]:DG MG9;=@*F9C"A$]W($<0GZF4%?8RAR2Z O%>@- GJ)ZLN%^FX)];=@,-4!L$^A M#RTR@*K,ZGC&UD]=4450?MX%B&=P"-^@IP"LS:_"M>\@DN3R$YC M2ZLOEE11C@CD6-7:W(/X/E;W]G?&=$N M=<;^J>^5$14V7K9D2(5A2(WU94A+W?K>X7#)[Y(AE0RI9$@##&EW?1G24K=^ MN'-0,J22(94,Z06&5*NN+4-:[M9KE;V]DB45ER65/M9WXV,]+WVL!?.QKDW= MZK<7V"\Z&J?/WG\O GNY6]_?G9^T+BMZKT)-DI(?S>)B76%^M-2MUW>&2UB5 M#*ED2"5#FM+%NL(,::E;WVD,]S@I&5+)D$J&-*6+=749TG*W?K@_QTOHDB$M MRL&Z4GFV5WX8M^&X_-LD]'S H<6DVJ;3&'J>:;)NAQ:YLOFVPJ#\U8#W(A:' M,(OB@I1WF%6IZ:OF\HB9K$[,6DE/9I!'F&@(?UI)* LK;/HA4W5Y,,\T8@A# M59V'BE4$&L!;)FNJK$@C_9+%"NPLQ+(:F#NI+5GB5,=I)@_1K*LNUB\G(HK*SZ8)JR MFQ:9V93E#'0UDBO,,[9$%,'T9_3$%AL'W415N?:]7A M(,^?#%7SA*MZ20_<3:AL21\:FNPK( M557*I7L@(: &(0\&Q ,M(W)-HIK&0 MTGMSJ==&_G21]; "I^T>[ICUW8D247>Q=L0B:[1-(=ZF%[BJ*,Q-#/]D7WD( M(&:G6&XJ7]KK@H?W L[X1+1B(J9)%:*WWMWN6$WBYTXXC%4@0EHN*$D?*(NX\@.5 [@+G&*"B-V124YG[SL'D\A8*2U8V+ M*L:U$]U+:KS*".^91;XS+>HF1MY]UUN0\@2RQW("[AH93)F:TL%N[Y-K4GJA MJUZY9,[GFLI'@ L*?CG9G(^9"JT9D7\P. MJC]I\>F)&"M6('?<#-PDHMIA+5V,$(M>V++"1ZX$":@(@0^:T1;J19K9:B9K MG#E/H%:=>Z!O"G:3*I3F(,II[7)P #9F@%3WE%6?0(]Z(O6-'LLIKE2@#V9X M(%PU'"\"])*UX#(5JP*:;TR:(!4OH_(TH"H'OJPE)JO.6KVTI@F LYU@@33X MX*OB'J0V/X+\WI+%4P"A/+^+T@/+4&)U&T>6O2%U-(2U&53-1N@-YQ;=57L' M0#_JNC&:Y6$I-<"S>SF8+"N3#JE43SU 1:]"ZJV\A14>>[*@;D Z#=".:4P* M5P@RGN/W#O#$UG-1LB'#TM8UZ38AF@=IB3RK1^B1P1WEH&1I2 MW,N@(W>D=MK# HL.O1AHS@90AK.QT]HK^M%4&Q\-7WP2[* $=3O\@JI1XB!@ MO>2&EH8 U;O,#UZ1N(5X!H/^Y<)((EV@R0;]&E9VA_6!P +R(ZQ> MB%4*GT':3>0/J6VDZ 1'D1/EIY?(K4H7 ?C3VCE1 &9&&]CNP/E'1FY"0B(P M(H'UF$Q7ZLGQN:B/HG55N%X@ZP?FU^%@)48/]YWCDZK6M"OKP@'12[K&H\R] M:V2<$ _)Q?) 7N0 6P7T@44[;D\7:\,6;8Z&,CTM"TE1(3JD6BPSF=\Q4A?U1T0HY,$R M4%$/!050J)6XJKPCU>SRJ8(ECV5U.DW(!M:WA2W!'82J)T9%3A5'UD@CT0*.@& / M3/09$I)G)Y$P?4O)1_V:T<<0'>/?LE]), M?4(M@>M1$P&JZI-)A8B>@^222SA[->K"V*B0YR[Y1. ;/%DLG-BW8!V M#O+7.%@JU*-Q;M'LLN^W JNI8P M:DM M^AF &SS8$ZP-;.3!EKV06LB=\W03\@;+&0!BL;Q88],470F]#V9K85D M&)UNE 3 3@B70=_/UU=&M05$/OFS:&IT HK0PAMK.3G.\DH45Y5Q=N5]6$4ZY;H[(,R2/A #3#C19!VMH\B (@?M+%J-+ M&FLQ&0E75I.FI<9PHNDWRG&I-(ST:V(FTIOQUBSE6/+O_V(KD;A''DD) (E( MFG?D11S5D=:,7[DB5$!;Y\#WHO4,)C M3H:Q.]2A1J%K%_#;16>LJF*.$B3E2C@FZSG"M36+Z)?3ZK&_$F WR @B4SU7 M!$Y_P6/"&0,A=Y+('R5Z9@* R4$ ECO,*::AT >V@F9>1=M-0">74O$CUBM MM4Z'LB_K3)OLJ_^(Q=Y'%+57PQGI($KCA@-$,2"KSE(YZXHN03D9!J4#2NR0 M&\[JP?9[+5? G8+>HD6[4L@C-8WK!%]8=;>)YFD&8B3JW]SJ.(#MT@1J_85, M^4%L8I,!TIABK:?G*\,"QG.J"NL*D%)Y7T/H X-255)3Q_\SO2%4L5>0B4BA M4:Y JWJ=JMX+>0\PMP*E>-#?0"^^ )CTYHQ_YVU#LY6T/BW6L@V2$%1NT,6C MK!!TWP-XIZ=_C"<%7PH;D $X"&EF+JK\7=S;D!LG[U^D"2*RK/0HJOZ^E^#6 M9*EY'H%>8;+CM"N ND[3-U^H0F%U7:F$]BJ9;0C*9!(I[2V4180]4H4\0VJG M0RXO7 K@UJ,?2IO%4Z8=UO#/]'>Y<42,-G=<6"4830%B]K!;=>4! M+R#I5ET?A8&//@UT6 $KH6_N@$C1^2.YD32M/'$G.QKE>YCT-XX!RG!"::Z( M$(TG,E5I1.QGUG*=J"-L ^_:T"[4%G^NBWI).6M!.6<2 Y3 1+Y:--I)5P;V M(=,(FZ,?$(-_*;]HUK\& Q6DZT&)#AUPI(,M;$UK(),^9ET59W*V M+U#+Z:/+GSMLJPHXX@8&2Z^I,JUHTKIHC$*1XIM(W=1A3:]=-'D M+M%05R7?'*D+T%J MF$03?GX5F<\BNU7L\GO5,TOUBU+WSK $*S4U4A>=4H;1?BHI;>TH[5RAJ(&! M@H63?1A'J^Q7NBOLHS6I.H*$H,O1-EJG#G:"B0(?6Z7@'7\'?72D^J6D2/?' MVFV';CS8LM9!A=?!NWW9=B8G8M%Y:[B^A^T2E==.WH^5U+)>U'*<&10]*9V* M0RMXCQ%27 JA-#G<.%T<]5@28.//CM_-E,10N(Z\@4X]?+PO I=\3.HRNT3U M]4-U91(44S"P4(TT$D/Q>LGB6=\_F J"(\VO3)!BZ#3L M]H=Q[EF86G8#2WX'BI8"2HYHTQ/6Y+SVI$SYBAM_X%Q$^,"I=GF MKQ@T\06#)K8*)PU)\\.^GERCN-0!\;Y(^BJ4'E<9<.GI^S9-2=)#D*.G7 @1 M!I=L4W!)WC22I#00N&+T!1&FU/1<^,]+I_U2-LN+1"41X 624HA4DM2K2>J; M1K'"R<=C$6+J?==BR4+QC4W U 9E"P'V _7=N3144W^>3')F)I M"4_ 2QB\)^/L2/:40F3M,%[*C,*ANUH6YCF#$F7+1(@^%>D!6Z\_.C::/920 M2^[A#BARVX3GZ/C:!IG2U=&[0"DD1HCWY\.'G;;R,_N6$*!"TES28=8786T, MQBZ -48B1*J4E.,K14W_>R55K1U5R8 &X[=,)2F@VZW?19 /!_?Z2>W.9TF MPL7V'[U!;[4BG4AFN5"LC^T\.+9L=JW#JA0-WH'8";F;2_1(8R%,=D6227N_ ME7!3%$TMLA5!F^R;K^]AY64QCNSZ+1SX@22COC<&FY!M"O/.9-<)2$6>CU+C MD0JT_7$?@F056Q6#JRW +*$/NFA7WD!% 2B:MMP;19?Y"8S@NAZRDS0W2=XP M@T')W;@C-=@*%6K0A3+2)]4B+6KC38DO?>DTA@K/\KWA>*Q79&,8_BB4SU(I4L MV#4/)FLB?KACU@:;;$_?/GM^>?U3U_3>F[*6]QLN]97U%=ZV;,$(N!P#'%JA M\\J:[&D8?8Z,2A5A]56$K-);X93O2T\8.I+1!7P0_1'$*&TQZT_F9 W&%F,H MLNBJ4$;\@7+_* 4[I[.HTL\6QG&%#"#JO(U*I^@ M]1_[MAB10Y96*B/EU- ^5J19.[&(9/O#__L+697$M%[$=$/6V2T894;^!JQH M1*4+&^:NP''=Y!T:3-M!40'V[(/,F!39K8,,A_1CE3" QB M/VYZ=JYJ) M\V*>VW"YJOE#\(I'\8DOHN]^?*YJHYY1D,0" -;/K+ (6$X)P*H :%03,'D[ MUA57*SI5UR./F*QM0Y>P>;!V .K]A3QT]F0*3]S4<.9H6@V!ZB#9?B#K@HBA M]>G#&ZR)2AXN]/X]RNS]D':A(M!SKQ-^1 I!=*V4@8=TD5&5MSEN1N#S?IB_ M?DN!2J4U8"#B_#:TH0(* MJHBO"NZ12G4HLHIIE$)!]7RV9=&IH2H\NE;-C\ F%;VO!%LN[0B#'])\)!XO M@#$TY?#$17\7K1LG%DW;!K2<-RM](.^>"< :(DZ\?$-KW761,RYVCU<=P*HY M;^V@6MVN[S2V:[O[.X.;*P0)Y?473 *0?1Z;[$8R(,5Y$?,]1N'6P.P&GK$= MZ25I 6/P\N7F$N G+FL"LW)9K59A]6J]KAF/9)+ >?#=/@[85N62)/U%L;[VR8.'GNM#N5C#]JUT_X4H^C28XR7";L:? M-JS:7N//VL;G8^Z")0<22!^6$BAQ3@9D5'6N*&;8.)!6&7RK9N&S%$]W[&QA MBSG%%]M.'-0.]U,7PX>!_7P>OH^93V7O^1##!/] VT@7F+ M5&7SI'"S_7S# 1;AO&2ZH*K$@\ %D*O +WG1+&O56(BW2O>3[G ,A9$5Z4DU M[2'W']*IY]!Y9-0-V=2LS.G>L2BT/FW AS\/ZH>[]<;N_G[U8'^G73?_"H!% MH.2<#TV/B,=^$TZP?U?8K>*I'VP?F/GW<.:J;!_1I]VB[:A[BI[VCVHY9 M:^#'?=S.[AY^/,"7=NB!PZ/:KEF'3_7JT;Y9W<5/M:/MNKE;V]I@L1,C1-YZ M'1^>=5/H)1V[/EZ=+,Y#,9-,_YAWW/(D]O47LN,/?I.*_?WZG&(%$-B3M3< M'E6K3?ID]7"R)V'VR4(5IAASXB?K=;->GRQ08GC(:96C1;2"@H$'1H)O1@Z# MWR^D9_R++:(6%E Q)ZF&>00BBO^; %\0H=N38N<;;PEW[NW'!B3<%\SAUM!3 M"QB40T?3=-@H')*]>^Q(%?*16'(RME'/W)"$Y5K6;4?".D*7RM]R&:"W;WQ& M.5C)L*A>(M!<$6AY;:">1[5YH]GGVH%Y<#C<(JK$EK=D-]_ +GD;6?2['Y;" MJ.#8H3G$2"PIH"RJE?@S'_S9?C-A-!+5YHYF&/X/ZR&A-*(-;RF4WI3M8"_F M6Q_YRQ+E$4Z:PBWV&4X_%$FP.6?&.KC3)?-4XJ==F*%C\QZZX3<^[WUH5#_@ MI=/@WK?>-R^=7S/K=>3*@WBZ.(9O.@K6X M=8])7)ZM?^D+]IXTA&5RW6) BIW1?U,($0VUJ9)=RVV6VRRWN>QMEEQM00B2 M0JO<9KG-;J_OIW;'+/D-M67@W5\"/@UAAL+;&T#56 M NE9(.T2D*(22L^C4G4 3 5D@06(_YN?(W\$3ISNG>Z?'KRABW\HZ^$M26;Q M@%ZT,C)5(L;;B[L2X"7 EP;PV?T&!=>J%PSYJ7GZ>B#ZNX\Z45>1\B9RB8$G M%]DDN\M5G$8FR-6XM#0_AVS=E!BTUIB4ZVZ &QJ5">)_"KUU5)?+1 5OP]]M8FUP4BIO/1. MG"@.G59"%6<452Y,GZ6)I3J+I8;[YB[UVU*_70J*IOHOR)A&J;&LI<8R3O]= M'-I]KID');:M)[:-TX\7BFV'S]GVI?YZ4GL'UU'RFUK/GAGZ?ZV9MO\2ZM<2ZJ?7M M>6)=_3DKKPSC6[\POC=147^]NH#AN'=Z\>7\%^K/>N)@IS>G[0C['"ODSZZ, MIH#4DS"1A/-J^H\#?;=/]%IMF=^>"9$=*K:9A%=+Q\8FRK]-RL5 M[/FY5& L7MT6V(,C;>_EJ[8<6\,:>:FAEQKZ0I VIXL?/'>O6F+:ZFI%XW3Q M>2+:YQUS;[?$K[7$KW%:]USQ:]>L/^=+F,&O/96G>($MNF?S%)>K?\L$A'+] MB\Y'T)6])BR7M/#>"F_>KNU7\\HT)C*[-L?\O,5B8)SWT8@V.S_,&Y/96"0H MA.D]O^MXU$/-%BWLJQ8!&%3OU"A*A&VT>DS B=QA;S'9?2UB$;:!@^UX=!'Q M=\(C9SO[#EOD8;.V(_8EY'8/Q*UG@W'D^@"Q"KUQFH0^?2L[QU$W-^8Z7>P0 MB$6V)*A4:S]L"4=/&!:(Y3C$-G"/3MR1O=-#N? H]G&[L%C?R82",FHZG6M0Q 4?H4*VE) RQ.6";6X+Q+CX'[R5Q%,/R85B3 M.B)FZ[%H\[9NJ#?NT+!=3-9",&UXI]^&U0^\G8>/$V&/-TMUI<:J4O)TM^7I M&BTX!049V\'&F@!?.'G9J%#8 T,E'E 42'C9Y1#[WF2=\A!-;"?$@E=9F\-" M=&);4"FQ'V"SJZKH9P)40U!YQA;FG+WT'7HFMV/^9&ARI.Y!V9$FR-8( SH. MX'-(2-*1RZ)&GG"H6#2O+9>HVG!3+TH+6ZC"T(PZN]*1#G0SPF&=;@#:%.(_ MX'&,C1AMH$I"1716F OH'4C@O?0$I;E>MK5W]@;+GRT%OK(K'S&%X29C'V4+ MU6V"7(Y'RO9.NK$3-4I]@(F7T6E65@3$YE>N>.!>?.L#N$Y$6P!#LN<-,2L& M?#*&86"+@.K526XF>8 ?IHT\\='(B54'-L0B[-!M.VU8I>P9*OF:+'+'FD/C MX\%(Y)2;!$9FZ%D WAV?=7S7EGU759=7Y*S\"5B"A 3CEJ6X,C4G54]UA$ML M%,X$)R1NIL71TD[O]"EP@;].7 1?UFQ\!#?1@191:'XGF6 M@"P^*]#%TX-F9S$TQT-G*4J;]=VIP*[['\$_QBQT"B<4G MY7BFL_JB'-"/Z/,AYRZ#4;W-U1W/#WN&X2Q7@7O4\\"!?Y?[^2',2A_L\H.@9B_]?E/LX&"=UKO?NY== M^K'];A<\J'JL=KJ)?)3TG*\@_J%6+\IML7@[.*/FFD MX' 5]2[<>PI/T26U,II]_GR>D>PB(QD-: \&KN>"2TKC $$?"#:6$-,I0DYA M;RW"PE<0+PX"SPVL19AY"<1QGA9]@.&8'Y_MM?/'QX5=SC=M/-AOGJ;/\9GV MFIL2/W:FCGG?WV16[)T/73FP(F]V7403_)M\4O3];C!AGG;\P MK=Y&J7C"_.T1A";@B8L.^-#-'!J[$=N7(K;_@D CLCXUQ7EHN]?2R&UUZC;%5P\/Q8W,+N)VSI%4)N'Z)'4Z7IHKJ2=&4E^BI/YO M K2U?>NC/0H<_*DAKH8?C< ^06!34FY;9MN'1F9?HLQ"S.6Y]LBZDF$(P>SS MDQ":^-:EHV.DXR5*Q_<86\Q:W_MXUQ[N?0B">/@ X?3K6,DB25B#R/_&LOW7\N*XZHE4LIJH> M(7.E"_A'IW'8:C6L:^ECHH\W>53(#!.\/"9HMUK6@*[HTLRO;S)V0];#79W_ MLG/YK1OM-D0TB6(Y@B'Z8JPT(2I\>0\_^M.G7P!JQY1&4VRD' MKB\=RD;224$"*9+S7 ^YQL*@1\VZN0WL$OX&?!B[,"0P27OW2\\1A MH[$73.!1G8I#OWG<,=B\U<5,'/S<&%XC)W-UKC&[KYH%7KFJO- YTI;.D>:L M4DT3';BD+H8;"9(:9NBA#.DC/Q!Y*N84K_YB5(MZ@DM?*&EO6),@X9S79()[ M%4G/TPFH^2"Z-X&G7(^":>G)\1 C=$J#QJ]"9 R!M7#L25/\&P:TO2A(1\7 M-#]L/ R#Y'H(L3WW@; 6L@Z,0,1JB%X8W$BLTX%P-A1I9GKZ..Q'+,.1 M=%Q.3]]ZTI1J8[']G9U)^7.F,Z!#JI?01A_WWHZ$=(F\H*> P.%$%U8 W77B M\K7M^@3TT)?CF+.:X;MASI] ]L\V=CIG/0S1%<>G&E:4](=\:'/0:N_<[)(N MP%?!G[EBCS!S^94'WQ3?\:OS1HYTXC;6=#B"3HLXO1I+@YS0OH-1L7M]X+LR MLG+I^OE!ZL!+5_:$YF+!!GU@0?A(@L 9X5]IKRY24;C,1,&M!P]>#HBQM,JS M4AV2\<=2 BYV,J;IV?[-;B-32T@1+)\+)1<3 >."3<':-&2'L3U1I1S9:!1< M/I1RKX?" T:W+[E8#_ADK/:%1L:$^UAB:G_@#\"-IO(B>@U6+?50A@9>(OV^ MKFTJKMCB%4^M$]].8I71(:\746)#H/9H)(F8^G@3+\1M7X]7J\*U;G1#*[+F MK BV C-IX^*R\V1)\V;N9 \>Y3J]$38/ AKCZ_&%>K5U*5\X;)X<+%2]<'K0 M;!^M7KZ@NKM7E^._='G\R9*-Z+%":26_[!TG=2RZ@Q,LAS \F2=W=# M-[U&7#@&6RRWPQ:N\_.;^X/[SALQ#+%D#OG"GGM;MSQEGCS%K<^DHA+&;VYT MPX6#OT@;.?*14L7C8JGB\<.EBJQPK%*%,ZUHNAY6)%.8S3JG6*RG0F40#O7G MEJ\=*]J!K[V_9!]+CM:S 5D"L)6^J;00<@X(1_JEJ]#%URR*OK'P/.N#OH&^ MI(47ZQ2(I6%=H"E ]?-2WI!#B\']O3N"64Y!;30@-'3!50?:1!!W1NP4029B:&M!9(&\>%X!%BZ#IR*3#B&61/H[R5QD8NCL0B MEV$+$/!%!LJB5LMKLD?C=.F5X5XHUOF 'NTX@.E]=".^=*V8P8&6%M+R[P28 M8<#(%AC%1Z(_1% @7X^*G;[3TMF4Q-O&94D@-.H&Z#B4=B_%GFH"#!%2; M; A@ T_:\/D_JH*E2R(G1:5KS0>EFZ&ONMC+C-LW^7?BAM+I$F3/4ZG.0?7/ M;]Q[$*=DY 2QFMF;]X=TXCV#4F!Z]PR MT$[JL]94(?!TCYA9* M.7[^(TQ0O[@,S@%J7Z4@*IJ5'T8\_$XDH Q!>>5?/J^^G00RK4$O)D%F]>C MJ(E'U>TD:S9\0%!L[G_HU9::[TP6)?$_';Q6.X\@E.]=%Q\=>52,2Z^&OR"_BL+'99(37CDW?-/ M2N:_?;V!"SE1Z.U*0J8_M\?XDFK].QK,]1/P8\#[Z(/6^+.MQ2?W_G13<2)B MWDD)?*J&LU?QT? (3L_@R7M82.)?>@]W, A(ESVV74?A%"*Z6^H89:'U;GI< M5*!"+7#WJ] ^ST)M:*S85;==!3!FSY[=GEW6K1OE2[?XBX+5;RJH8*/U!<]( MDU$ZIZG8;,<+;&=77([&0<3 MCK: F^=*LQMAH\NM3JEAE8/+J")R,N!DXSOVE] _*K^7J;L.?Q;*=\/W,F;/ M:K!G@J66:[SUE!ZYIGGQ*^:D)3_AJJ35/#:MYPTO57'B\A@O&4OU6BU5OICAYZLAY:Z<%@6G;#.BH]X2;/2^FPHG63_V3D^^?/-^W;SJ-31 M?PAB8[U$CY+Q^QT;3ZF3\?L<.J,1*R-6FQ2KY=T')5:G)%:'^S44J]X+?(G7-(C'TQ1PQVC@&BE$O>FXY[CE$&2MW^N R/WDH/K( MW7#62^.L54ZK'^0L8]U>L'6KBU?+YO0'XI"E:^;DD845+(UCT*IUJ/PL1V#U!\9^.J%P(Z1N_[&DZQW1K]@PB( M Y-*=?(!Z.1.LS/K*.R:@P3#;$^T^T5F.V1FZSS$;,8#,!Y #<\61'<09VD) M-?,2^KO@*.Q(<_KPG"S Q@W KS+>W '$$=W9MFN:/V_X\IGSYP; MY(LSST8 !NGO_?:=*3SP,5DC)4C^OPW?QG^*8N V[)B _03Z21AB,=C 188L MG1_6/#>H'2$Y C ])T.WULM>JC0T6R?C4#P "['\",^)2WNUX])VJR9L^DT2 MHK[#72"IR8=FUM+IS70R,3Q:#8_V2W@T#3OW'T%?63^_MC?-KW4)U;"U3]FZ M*7A[+&AS NJ> V-R^U?=A(->@5 .63^@0-BWW+''ES%W0X^P?Y7DKN>J:TS6 MH/<7F+R'"XA*I\?]>1HI@@;A96R!?-1&Z($9IDHG\#WNJAND9$R)D^\8CKI' MD=7U^U[B2&'KE#=ZH$Q#Y0+2&47UG)2$4V\ET:F)45,=4_(]9W(M^\HFV'5N MW4B&(#"7?K^9]C7YO7O9S7J9S#2CR36TLWF AL!>=Q@ZH%\/J@';J6 #*#*P MGCMRX]EAN-==RO>E$TQE84?>(]>C?/1AFVU0#/IWW/X+7P8( M"7.-LTQ;G.?[6\'WL+LY_.5)I8)0?"!P#(.[*3FDCMFETZ-%CV!UU(Y=V-A+ MFNE"K:]]B7W2,WGVL=.U [28!L WS-(# MUXZ3OJ;OP\3+U='#N\JMJN*A[:OV\:J#.+8%QPIQ!YM_:\;Y[P@VNI=R'&E$ M[' O49O@]#V/PO+_4O M=5,J[M)S3%UZ#IKB(O \9B9<1$X^$.?(#9R&0%&CEG;4KXN!J[B7UT.4@]W+ M'80*.]=0"CNKX4Y#&":;XC=J1J4E!E[ G:.BW(M#V;?'V)2MS 2E[R$+]#;@ M%GJE4[O#6PY'M;]2W['B.UY*MT0E@5>297 M$&VU=9XS1>9/W(CTV^4:9'K$=*+P?3KY#N78GM":L>>5?2-];@UE]ZD765-@ MQZVIZ3(F&&G?]'LR'($'A0"0($^CA#@P>R(8E'LJ,/*'P YIMZCQEGRL,Q KM.55WWSYW7G=2'>IM=R(/$O?89=\*+TQ84^":SE&F63_)(JYR33Z][GP M>Y"V)IS[&'MRRK20"Z=-$[T?(WO8C M 2T;LR."O_;)A98C =%&"@^I>H0JJTJ1P$"YEGJ@-#1(P -$4F#787AZ5)BP M!QZDFG4*U9G'GZ20QQ;@#W*[[@S"LY$Z(],!3ZE_-0+'S*)FEL"E:FUZ^N7. M7FJW^2\B MM[4GQ1"D@%TO?YOU>4^>E:J.^C;5W#]8".1Z MP<<6P]9>$*K[18UE&I\\#D4Z<_U0$3+I@E#>#^87/7\HV=H#P))/*[Y#K)F4 ME%0_9_3\VI.^+=#D&J)OE.C[1'3#ZINE^J&A^C843*M ]IIT736IW _$^NE1 M5!V7KKK3<7X-OZ?7QYI=^<#*+"?;J>N@M&P&O3_+J M$/4:A52FD/9?KT+:Z-)/#V<+7HQ",@K)**2"0CI\O0IIHTMO-XZ.3XQ*,BK) MJ*1'5%*[]6I5TF:7OM\X:K6-2JJM2C*GK,_FE/72G++6[)1U/1)A#/8JIZQ/ M:E=4:X.]V:6?S (VKFRMGVL_D=I::Z./:J./'CMI?,'Z:*-+/VQ7>.MC%))1 M2"]5(3UVTOB"%=)&E]YN=%JS@%)&)1F59%32DH>L+UX6#H1Q$X MAR=-:]5EMZ'$RF(JTK?Q(:JZXR ?;,1/N))LO6^/0L:_Y.ED$\T M<-NM[24$7C+%A4VZ)!$UKJ<]/6AV#A>J$#UL'A5!M[[8X0U"[WV4O5AT/=#+C".#K+ZHN[+MA9[.M?/_;QC. M,A@H^)X'+LR[W,]OWDX9D#'P]UXOE/;-7D^")I%GMG<'>AUM-[QKCONPOYK[ MT#WNGG;/EW ?,G"WJ&%]C*$:>BS(KJM R$+3.)7P0QP6C M2ZAR80J9A@\3:)@W05O+\&\[CAP $R!,@Q?<(;I<+#QI@]4^:?VD;4T.,71G M["61A7!;/8W?AS 1#F-BY$ [P)R. _ B=M&'T%IP6OOEQ*JI7:Y'GTP],49" ML@;N/3DSX.7)O!M'J'6P&;>,S^CZ$6PG Z1E#D<#_,"8_")"]"+(%G <-?9F@5?AZ6IQPO/4,7)\1C@H92,V / MSNXAY.&$\9?!519> 'R*GJLBUH3]/$T>?.W4$A:8OHML@E\<:_'V)A80S$E! M0O2CJ<.8VRDU;Z$P5F"A)L,8W&!ZS(\S/E0.(3H-GMZ$8/#0UNS [PJB9>D)GJMA M-0+I FM@M!X-C#OS^'G*C@7YXW\S=E%.%*TDTC!)#CBXL/1K!3@:1 @BB&"! M^AWE'//0%'90):6ABQ)<_!+/(S<[BZ5/X0L!ZZ4 -]$8HH !V)T"@?,*D'"HMX$]^HFG M H)="H@#$8[9G@U+>"$T IZ#8:+P,$DT$&]%DNO98Z&;<[W>39Z"$#DLSC. M)J0K@JD*"Y3#< FI,2W'BF0/.>[3HG"A(:++OO(9Q3*5+GIT)PZN)7(;VVHE MB44KG E@R@X8A(.]X3U+P%P:.A#<:_'3F6/AU6 #>ERE;#O6K,M%!J["S\ M4I1SU&@%5IX2Z$P5II-;,M$.7A"Y#L.]$HX:N5V*XC-+@3'YT(<@5@ZHIOS3FC.5E,_5#X MUD.>&FED*^^D$2&S@S+8R6\(+BV)ZS4VY548H()&)E+(]^D$0GR:-"A_GR?, MP*Y3GFK$)VDY_&,+?@__!,M9NBT/LPZJ6P1(M\ M9;!*+CJT<0Y3.2?R@Z /7#W2$)!Q-,6RKF]U(]=NB.X @F*;A>\+W6*)3S:" MFG_&PUS1I:#9UIC2!/HL;R'4&[,.T!2"5WQ*0G"*,\U3@D(?*=&F%2,*>P!N M@H861Y4$L1,>B +GH;(!>Y%WDH#UQ@$=V\[\"L6^C^Z9@]J1'_;IT M/,*>> MS-B' @7:T2@9@Z8@O@8#G(=;QX - AY27/1JO R0(76XH$ H&Q'C#/Q(C.U0 M[0P/\"V!.;0/#KI3$P'YV2.W/1^"@<-YASC.VF&WTL QY__B\182*/7J\VIN MQF_FQAXJ!L1C_7@RY@US\^%S:B\B*6\B< #'+F+UHID&!Y:68NF# !T;1-)C MV'HB0@S\,?T)1X?I9],A#(QZ.8Z;,*EIZ< B(!!-)A *\% M&#SD&Z" [4TBESLP2#"@S%ET2 ^N3A0IF&]T'MP@B:R!C73-749Y+K@N8%8A M6+T-\.L>_1S;]\)%@]S77*?;$S#;1A(4(3 $/4S[)T/DTPG-"R,0[=&G;TQW M2MZ#E^]?2XMC9C*LLC_TW5P0F7DPM=C.<^[>\']H/^()76C-N!:NGU<&% 5/ M=-L'=9.5NUE*_)#$*/O*;GKKI@9$-RA(X@R+7MW!(84;?#ZVES&-=8WG&V5: M;C2B7C.A[H6!/DAJP'!,,7'!X] 6*[^(].;QKP0L$]J,J*F>J\.V?+%CT@D6 M4NYCPK^<,=\\"% 07-C LX%K:HOL;*K/$<-@'O7D_$=0GYW:%..N5M!4_P2 MW&'+D)+6*&HX*QU$N=NP@>@QL*]%31$:VB=?C(/2 9D[>,$9J/CT#=L+.._' MZXQUG_73ENXUP;>ZP M@;(QM >"GC>>?;$K,&ED9Y<0=R21(#*>P$DX6 64PPL%T/^5'=7Z#!*_A4ZD"K*;IXKLZ)+HV,O%8!6'Z:VZ[T MEG&[I[2A$SK-MZR^(0S(,F3PB 2C1E+VL%J5LL*]CK2/-M7RC0X%^:K$HD.# M3!9S4I472Q:M]%J"';'YJ/X4*^;B4'0GUN=KT>\QW/3CL[UV'M.RH)Q ?L!5 MYFKD_=/F4?H<)R<^UAJQW7K8VLT.]02-^<_K^%U9+WK@4F=/I;CH&64Y) _U MKE]B^AA.N?W5G]P@35$I<3*>C&"<]B\B$-_.Z M$G"10W6=R $7WW\F/>#X.(E+3L?H"-6FB$CR19J=DF*JCP5)*TI\+"TT:OX M"*X:8' LE.^T:,3F=8A->G1OU5]BIGR#J4M,"/K3L^XYY^ -NOF%L,@=T#FW M2KD0?8^.%AK%2PF\*E>>H)5=<. @VJ'$<&B,7<(]\B9*+BO@'>(:S)G/7>R, M>+TV\;J@ZXX!W;-%S\ FS4LZ3J\VP6*!XX=WDNP<9T?^Z@XTN/.SSV:;*9&$ M?OIQ47J+UK"FV@9Y]D12P\Y\HV5X3=!GXY;>J\UKZHH'$'@NJ,Z%Z?WJOB^* M"YYL$"I'G*_4K+P'GFN6F/K+%/K(=0RS22S@]6=W;S;_$G(E- M@"IG1D6]&A552%NJG9+Z5,R7F;KAI$-)$EYUW"_)SM,GU^CK%C25+Z\Y83'? M0G:Z;R\(A!OF+P%(6&A$D \0*C<:@D^@KYGT+:LQ[J]-Y.2NUMYE]V ##^^8^7[M MG?!DE+N-XW];XP2DIX\B>6N['MDGU^8RP_&0 ME_)ZQG2'INZG\[G9JAX18DFZ_O-]O+N#!U*K!BY[7ZK$>7GO9HE[:3)S;A;9 ML5.6PSZR;U3+P13ZZ1E]FKN@3I'QXL%(VJN3M$O%HA86:-;.]F%P MJRY^@&T+LL:N(U@(2HH?X+6.BWUXHW& C6I!$#BG@UR_J5212-]WX_TWQL[* M!Y7^$ -E;OJ;,[$8I%I> &.%^KJ;D[M3:<&K/GE/.5]UJBH];)XLUH#U]*#9 M+C8H7;[U:'7UEDNCH;9;2\*@;G&NU=7 ;K>TM(1$YT"27N@^$=DVS23)B90Q M1B_?&)WGDO;8^:N/*<+\NI *#K/35EMP?F$"%@>+$T=9#!9*S^7JI#3SQ)X" MM: S3$<.[,0S=W:OD-5U]G,M_:Z+W#& K@;2*;+L08E\VA#E>#M(YE#G.9BA./5"4>N=+-V9P#YNHCI2H]B(7Q:_9"5Q O[ M.I0RJ^=2H0@5_;IX5>UPB197_V:9P2JG7>6">%*E#F-&7(QI][$J\^%,.:[: MC9I3&?ZN/U5%,0VN5'906)8E##(.ELT+HHC/ZF5HT5$\X>_DSCST:XTXOSIQ M_@4>V?LWYO-;%Y37<GX7E:)K%V0?$K"L^ M"E1^7*-P8J[S0+4D\0%<3IYRA4M8]+!'10_YDP<6I>PVG HJK*D"\T>DZ;%] M?@P Z%%QXJU_1)@4"QEA>K(P?=;,53O+>(ZEPZYO%4_H$,[#'0SP"C%7MVS,QZOC>+86M6-W-2T$;@3W MR&! MV_3A0+ZNW9\6M>M )&,T+DYPYQ>O@93H1(P60[GRCGOK.IC0F!7Z*!E4P II M.H*5*_L55V29]+62,FY*HN&[J4 W&:*%$APX"P-']H(>#GQ+EE$G9$ T*'9D M\[HIOB5@%>U\#J0=J=+/WVY"L*QRMV'9:@GPEC +W2D"K/'X&(ZO#:J=PH2 M&,'S?%0G*9H3IVY *&E[\9!]UP8ASVKDW_1)-W7J+ /:KYVC\-67EDYG]( ?Y'36,FH&A%6Y=9["9-7NZ$9E;!$[IZE9.<@E6X-)J$Q$F2_; M59(_P(&T\N?T=1.J'T7H1/: *9(M%KVCJ0#?^Y;Q1F1V-LHY MD4&L<)-2P 95FP?^++J@F3&BD!?E*73Q2A%$9QP0W(^T1A!S'7=_)H;'_P(2A-8&:9&\!/DY3PY=JT)(-\=(Q M3JKJNY-1+$?S2\]+F->CW^W056'7U\$WO@^L>.-1,?0@GD7$7"YZYT1( G)( MU4"$=S^JWXN*;RE"#Q"WUWT4)6(&):0JG)4>^3OP1*0;1 MH)2%AW2+%X5Z,N^-H.>Y.'S& A">(0Q$FM^!O618DMDYYV^W*:IA,)+^E.VP M4H 3=8F?-R7U*"8%&;18!L$RWT7Y/.@'"X3)QB*L&)*1_H: L*\17E11 A./ M!9N'S[/9#/B8ZI^D$A#8I0YE!M>/VWD7,*#J'D.*S\"?,BBHHK7C2K7_(WG4N9P M$X@X([*,QXOM"%!?KG>-5T/@M8J7=M)J[74.]O?:A\<'Q<750K#R7@W6!YPC MYH3HBN^LEI0^1HGP!:6*@@HL/..XC@*=N,;4GJR]0@):QA-=4&&>:+<;HM/J M=#*8;#( 0QN_.Z47![H- JPU<")^]SP8OLI+$CJKE23@2$_J7B5*WS,WCW_Q M] =LP";#X_#>;ZB72Z\<]O^IW#UI_M-^_/;53:8)?T9BDS M$^=L0R95ETIB9D,&CM7@4_46>Y5^=JZ336P]N_C8*<5_G;1/C].#A[>%];R? M+?"HIK-;-<*P&>94_O%0$1*FP_)\3(?[]O5Y?T$M?^,IUU!,]BRDINE59D[NA91 MV/_Y#?SPY_&)?7ITTCHX[A_W#@:=YE]C4!&V!]*7BV=](\ M.&K CT?(:*>G^.,Q-J#;/\0?3\[V3INM#OYXBI^>X+.=UMEAL[6//[7/]@Z; MAT>[;T3LQKCLC;SL[8/'$/J]YUZ 5R/K.X%8R3J_RQ_,VDDQ+>OEA%XQ)C+OQDI]/L=!:KIYP=DP^'GY&,1MTX/@1Z6CT"^FAWFT__;:RBXKLD^8S2RC^/\2 MT L(Q\0&Y+/=DU[EW=T+MNH#%FIKZJD)%"W*V3(-4FO'9,^>.U+7NI1+/L[M M@EP9DP@^^ !+#LN,9/\,#T?^YFF !_[F/=K!1L9%'<- E3+0YGIL/\QJ5;/9 M^_9A<[\UVX#;<,LVU'U47/ON\]:E^C=\M#4]"GU6.@[_ MIB[BM3VM7.33-2KDT^;1T0,*>0:QJJ*;RF7.0JO#5SL]:'86.PP];!X7'ZSX M;F?QK$0BR5*<6QUB6NDO5L M7PD.9U.VVOLYVL.Y$IX>.['MWE(R*=]R8;)]XWE0/N1CY!;]3S#4JN\Y> M?^[1JG>7S<6,]=')@@^VB[E,U3ZVA(K>G]@4>]7_Z,;<=M/ MK I32WS=1.CZ#AV.O29B_.OJ"PQK^Y^^?+C\'P*-^^@BI),[<*5SB46O+WK9 M__/AT\ ]8&D?+.VP]OO?9,]L@5!NS"Y ",T6Z5?][M\YN=PT**:K+ MB"CQ0SX=?3K^=++%7(F90M!MNFGK)_2Z8_NE:E.W'V(9@AN";XS@JY]/U_PD M9\V47UJGOPY&?_;INR5.[$8R>/E5*?$^,.X)!85SR^8-#U6N'<7FTU1+. X/ MYUKM]>6I8O7_ZG4#AJ]6X*O:L-5AY;61^\WV$ZI0##<]4VZB/(?T@*?ZBMOF MX<$BJ?3&;S5^:XVD^7GXK1N[=BGZM?1B=FNQ-\/4NXV?:_SE%5 M#7IHL%^#CQK6X2((+Z2,/JF^HR37FR?&CH*;R+HJ^$$.>@+[? PD-C%+^Z,& MJJ_9[N-9PL9FO5Y/O5*FS3#+GH0A:3CMF7I'#_GD53+:^X/FT:'AKU?'7XMX MWQ7SV?+Y(L;/?DZB\+S\[+74IY5XVOR>9^!KKX<@QMO>OF"^:&^[(K9-_>V3 MYK'QAUZ?/[2(OUT-J[WO-$\>NO$W'/9"M=DR+G?56JW5;#VDU8SW;;SOC7C? MM4*3R$A/TZJ+0UXO&NTFV50LV\3GW@LCUKW_(%]G"Y\=0BG\UKYK60LE9.W-^O2MB4)PWD8BI M[5/(S74HCOJM^;TI'&Q=$\+K_6#D^G8, SK8#,WU(R##"/8V$FX4)=*Q>A,A M50,U,5*-TZ( W@3+\:ELX>_$CMR][#/XMAN[,CH3'T+;F8"A]AT(W;P *-:@ M;WQ*PH ^;0IAS"R.+.C8?"PS9 M(4\\B@-<+DPV\+T)/-_W$NS (Z(QV$:BV#@(N=2"1I4P:CK>/__KI-,^?BX7/PO22.8I@^#-NT<-[9?/JT> ?>2_.?MVEV"$MQ MD#X@I]C[DU>GOPVS+WR;Z8/\(,HB:&N6(T 6(C=BVH7R.@$B 3V &R":ACUP M_TY<1PS<>^GL >/)!K#"2$8P(;7F_D1.ISHW=#M#V%Y(/,^\2O, MW_5OX9M!&%E]F-BU#8N'\#R(P#OA>?,V KDBI"%L1CQ%-*3&")&3Y*W$37-T M4B\L!C>8B.E&O/DY3E%?!1+V87GX-#9^8E;?8U:W>L"2BDT<]Q9I#NL ]J0I M(R60#6$Z$QHJ\4&]@*/DT,=^$ O[UG8]:@:%,N.X(?:DXF\C89KS&^(]^VY? MOT4R^@7>#TN]D.!A@^YTF,R]%]OWEM9-A2U-4,<3PP + ).1Q QY M6L@&N*G8UV[ 4Q3<1).XL@\5P)00=K^O3%2(REH]-90> MV138$WPA:3-MFS>V>Y_NQY[-)D/S.RF7L.+MN_2M/CC :(3Z=H1'Q;A;'/.N M5'E)O&^K-H*TISW)"@AH/ 2#QW+!NP@6]3I17Z+FE1'00WT7+9>K!"?H@Y6% M/95HL&#^+GIGX,^BMP5#@5WX#^J^L6*V2$TKO_)7T0%^J+6!8J[*_62:5[W#WMGB_1V>$+F6:T MNG4PNNB%X'9H^;NGWFV(' M!^NTWOW>O>S2C^UWNV!_ZK%:*[]:$26]W"JGVBSGUG=EA[$/ZTM7EG]0KQ!] M,!& C-CH(I*;%KG<[U-1[P+=5"01&'0KH]GGS^<9R2XRDM& ]F#@>BX8=!H' M"/J J[9$@^8I0DXU'EJ$A:\@]!@$GAM8BS#S$BV5>5KT ;K&?GRVU\Z?819V M.=]Z_&"_>9H^QP>K:VBUO,SQP'7\KJP/\5T0.GNJ':N>0G:84%'?8E3$;G]U M)74E0="M?S7%'Z[7FS3$^46W49O)6>MJ[]S9;U]TEM,HY\'>^="5 RNG+KZ" MS(+Q1HG-*PJ(>4-%4#&T0??(\!:='3![(I4HP1(5JJB>326Z0?#S%38&[LLH M@G^394?;:8L1-Y+F+TRKMU$JGC!_>P2.'?@Q IM(-'/MIHW8OA2Q_1>X:9'U MJ2G.0]N]ED9NJY-;IJ@17".XZQ"-CS8$0%:W*;YZ> 1J9'81MW..I#()UR>I MT_&2D=37):G_FP!M;=_Z:(\"!W]JB*OA1R.P3Q#8E)1;E]E#([,O468AYO)< M>V1=R3"$8/;Y20A-?.O282S:BY2.[W%BA['UO8\WE>'>AR"(A\]12*86L'5A M.5Y 6#9UY7"5A'V@!U\*EZ)R;O]H_HOKNZ-D9,%?L9MF8W#JCCT> X?3A5\< MJ&O>KIK[V=HF/ZV:6LV31533?J=YL*1J*IGF'Z O,"\G>DB25B#R/_&LOW7\ MN*XZHE4LIJH>(7.E"_A'IW'8:C6L:^ECFH0W>53(#!.\/"9HMUK6@*[HTKR9 M;S)V0];#79T]L'/YK1OM-D0TB6(YLC$I;*PT(2I\>0\_^M.G7 MP!JQY:$$"4<.7%\ZE,NA4RH$9GQ@IF<4R7BO!]SC8/4>9BUH4?/#UHMH\*3RY1[\5EA8\6N:RQ M1@K[MRQ6G[/]N:HLJZDDKD^JU".=U!=5\O$1JRRZ'F9($^-B-#R_E&<8SG(9 M2%'/L_LW[W(_OWD[I0[']K7A\[0MG:?-F:U:L^CP/W74W4B0[6&S,)0A?>0'(J^+;?)!#5>!(I()\'FCZ)Z$WC*]>A(2GIR/$1VIE1L_&H$.A>< M,,>>-,6_84#;BX)T5#S>R0\;#\,@N1X*6X"JMOT^$-9"!0PC$+$:HA<&-Q(+ MIVP/#[AT=GSZ.)?(C*3C_L3.*L,YV%'5+-AG:=<>_M2$B7 MR LZ! @<3G1Q!]!=)T]CV1'A@F!%,V=6PW?#G%>.[)]M['3>?!AB0(M/-:PH MZ0_YZ/.@U=ZYV26+BJ^"/W,%)V$6.*LXN"F^XU?GC1SIY'&L*W$$G;ERBC>6 M)SFA?0>C D./ M^5D94K&<@/4@=>NK(G-!<+-N@#"\)'$@3.2O]*>W61BL)E M)@IN/7CPE>J0C#^6$G"QDS%-S_9O=AN96D**8#UC*+F@"1@7/#.L M>T-V&-L354Z2C49'- ^E_>NA\)C>[4NNG@0^&:M]H9$QZ3^66%X0^ ,(1JG$ MB5Z#E5,]E*&!ETB_K^NKBBNV>,53Z\2WDUAE=,CK1938$*@]&DDNJU.7!)A6 M8OMZO%H5SW6C&UJ1-6=%L!68CQX7EYTG2YI]=B=[\"C7"E)%(] 87X\O;-;, M%P<7NW.XD#-^V#PN/KB$+QX'XPJ=6T+YV))W6_.%MO>WX(>#.2R,7 T$C#J> M4(.U.SB6XO@S(*' _]O\][LWA8GDZ'VP]&WK,JJ%C.3<(Y*2=W=#-[T@7_AT M8;&L)5NXSL]O[@_O.V_$,,12.MPC>^X]]/*4>?(4MSZ3BDH;O[G1#1<4_B)M MY,A'2AA/BR6,IP^7,++&LJ8T%M9*BG^[6,GY(0"3RHJI6+.GSGQ %M2?6[X_ MKXC@7WM_R3[6SJV'WEDFNY6^J;0><@XP2?JEJ]#%URR*2++P/.N#2(+NG(49 M(A0+I9%5H"E 9?12WI!/B?'UO3N"64[!CS04B$0>H4+'\FDP67[Q2.FW,D5'TCI M;ZHXDU!.,:JT0-HX- -G#*/'D4NQ"<\@>QKEK30\<7$D%KD,8H#P+S*@&K5: M7I,]&J=+KPS^0K'.!W0FQP%,[Z,;43I=@C)Y*=8YK?W[CWH,X)2,GB-7, MWKP_I$/G&>0^"TBE"[H3Q'R:@9[X4@B9%=8&GH"EK)[;O2A#YSD3.^XNHVP\ M=#RACW&L\CC^'8P"P\#DX$6Z8IU8YYQ8)U(5YC@O#(W$P7%9;B.^$^&F8*4T M(@Q) $3 8&-"G0FRDR>TE]-GS@JHJC\CPD"^[A@A2-Q[8%@"C9K[W@8#?'@@ MX6H=E_ECG/RB1"J(9!;^L E*ZIU>*GZVX]X6J)+',]!)DJ*;.Z8L4NJT74HI M@MQA%V*0NXRP2LY-MFT1Q*)N.2@!/)ES68H#IQ&9(# MM+Q*G54D>OP5>$0(0@.J*?^N>3 ,)&XI5$(Q5S>#30 V3#P"82!)LN$# AMS M_Z/$<5!,]K4H&9:XF\XY_1Q;XMYWQZ'KB9.&Z+0ZG7DN6UU.Q([;S=.%#L3: MS>/.8@^VFB?5CMAIMA8[M#MM'A<05D5=/M87DH8G7O4G&W!S7X!?U7 M%KPLD>7SR+OG'\W,?_MZ0R=RX]#?EM18X=Q^ -UX50^3!G/]!#PI\'_Z^ZW# M/]M:?'+O3S<5)R+FG=7 IVHX>Q4O$<_\] R>O(>%>IBE]W 'PY!TV6/;=11@ M(L+,I:Y9%MSOI@=6!2J4]&I(^\[L/]>^,\]"A6@TWU590,=39@.?Z08J*,BG M@*S7=?_J[ HLVI5@4_$.6[,O>'R;C-(Y386-.UY@.[OBU8$@A!J4 M"3&6(;(CAG\0.00(A$FIJV#_Y.YV&TS,VP!1&BD\?3\*8KGRCBR95+HAJM6( M3!MOK:%DA$2#)4-)Q%<_E8>OL#M?%?M?(?>7.Z3GL-C._D&[Q"%]Q$/%)BZO ML$'I2Y%6H^.,CGMM.NYD61V7OW'8BV0?;QVP_">2/I;8^')&_QGU5Q-!7KYR MQP01+S:(T+#]I=%$6>" ]PGP9,1 (FE]"X41>*.'MQ&C,5?1A4%?2BIH(,5?-2H\22 M_842,8X62SY9-/.DPL&J?66SU5XDWR2],.S,NS TL>+Z[QU7BA4KRCU9$:%E M6[DG7W4+(YU9OY'LDW8KRS[A_MY9X@DFX:6S2A/^UYN+0O,IF62G@HU^,S^U6#_!$LS0P7I*3V2S_.XJV5R>^IV++_".7P*N(T9 MJ:_KA'Q%FM632)5197F,B2V7GO7N-K&ICT7FY;G\*[O,"]+X./VVEWOCDE>KX^-JY4 &BH9-;46-56C MU!"CP8R7;KST2KS('X0SR #D&B0+PH&- MKGI6NFIYEUOIJE/65?M&5]5 5_6*NLIXVZ_5VW[XS\^@8-+Y!0-Q'DK'C<4Y M(AC')@_%G#JM3I6-&SQ@VC&\VH_;&W+3P=ZUVN90W,B=(9)13FM63JMDI1CE M5!^Y,PZX<<#+_OPF1[;KY]OK77;WYSKO7]BK)N1.T,DHYS6K)Q6 M<;WW.T8YU47NC.O]6EUOSC1AQ 5"6LB<[!G$A7JJZ;K*5*V(])IN=3?@6K>; M[0-CO9Y+ L7+T$II<[S,MQ;"B361*4M M*MF=C5ON"RFYD?37<$JBUIC7'@%M8%(Z:;1]1$FCG5GKOOMD\_Y$#GG%]KU> M(FG(9#17Y9IK^2SWHN8Z)LW5/C::JT8B:2(3$YEL*#*AJX5TS;DKAC(PY^X@ MSE)Z:A>^[#B%"&9K1*THA-J^W+Z2**R^A'Y-)["_RGAC)GT!E*BI#I"MZ,RLEK_$9Z3K/9+9#4]JCY^I'W3^N7VJ"9R^[L;QDDDNAX0 MV(??W$IQF;8V*YU@U[EU(QEBPWQ0[__RODTZG]>[W[F67?FR_VVU0P[0! M.(WX2?OX793KER9L'J AAF"LT;5'OQLLMC<1]G4H68=X[LB-9X>)*>,\T$? MI1/4&D7LR/N^EV#74M&';;9=/_U=0T1)?XC>PB!$8DG01.AF!-B^[1IGZ:C. MNR+"UKNB3[UWX7NQ?8]_>1(X![O#H0X#!SH,[O ]V;MQ_-+IT:(U_ LX+/"7 MPW2!D4!?RCM883H.1%U]QHR!Z<$/&[LR FJ[*!Y WH;HA<$- MSXO>$47P+,PV'<[U22D[I3,#^@ !?,G!WIT; X'\B1A)6'G([PCC6V;I@6O'25_3]V'B=O_OQ$4BXR:G-N'A M70VH?C<>VC[\$434D@^_'HD1-:2 [9BDC//?$6QT+^4X)+'CWKJ.S%D>H-\ M%[HKHH";(=)ZE_& M0XBKKH>B.PY=3QPW1*?5.6B*B\#SF)EP$3GYP)Z$;N T!(H:+'8"2XETDTE\ M.)(/40YV+WZ7L<7/];6#AN;.G4[O"6V0$^;/AVZ=RR-3H!K I9H&\GD4QY"]44 M,X5P8:Z:S*RY4-<,!N@%\2N(MKJ5Y)PI,G_B1J3?+M<@TR.F$X7OTT58*,?V MA-;L I?9-])'#1& M/4AD(^;X@=\>VJZW+^3M&_Z/1F.7)^:1X,\C1+BP.R) M8% Z-9S7A\ .:;=^A$D4HTS#S\K.?!V/ _C!)\W%#]"BD;/F>8#/R>MPZNUU M'-?$Z_@U0 E!XXS"XS,[(Z^5\WN([ IJ, C!F-OA!"7X?I*%#N)RH.SY"!D\ M$G=@#G48HM] L@"O8.=DIG3MT7OETJE]DTY"YO+MU*VSN L2SP$'!]RIG@3Y M PO1>K9IY3V[F)UM&*S)_N[='8D[]( M&QVW:OM&OU>#SS9_'A=7,6=:OZ)Y0B_Y!\SC@Q?T;ZJ:81PF,,'RK3Q=4A(+ M9[A+".8/%!/):[7C]XBQ'L1F2E#:KYV^(?[58#%C;U)I2>U"BRPX"S=T#+ MQNR(X*]]6P!_F HP6+[6;OM1NJ,3 <\I?X50MI8^&@$7*K6IJ=?[NRE M=IN_C*018\_NRY1PLXYF4ZQ%LC],_@WK74M?^/<0Q@[1I[:([FHUR'L1N:T] M*88@!>QZ@?.((4'/1DF M'YMA_?RFE5I_==\"4NK9XTB>Z1_>@+PX\?#G-^U6ZZ.%GJJ\PK'6L)'70\B=XVR(>>U!U_VQG E[V7I M7N%U@%-?2_I W9JRDT\KOD.LF92 03R>16Q(OS+IVP)-KB'Z1HF^3T0WK+Y9 MJA\:JF]#P;0*9%_"'UIG$I6I['@@UD^/HNK@_#P+$J]P(OP=3PH@VOQ%>H[I MV5,@SC^J2C!-(B?-+VT]BJ6B#B)08[7:E2?RYUID8GM,)XC5=*K+IUUIN;\& MW]+KX\TO_>!H%O-JY6:ASU41U39GUBBDVBBD_=>KD#:Z]*/CV;:/1B$9A604 M4D$A';Y>A;31I9_N'QJ%9!2244B/**1VZ]4JI,TNO=TX.IKM 6)44EU4DCEC M?39GK)?FC+5F9ZRO!K!Z^P;[T8/&Y2OXGXO!WNS2CV;1\E:VU@;5^R7@DAA] MM,H1ZPO61QM=>F>_912244A&(3WUB/4%*Z2-+OV@,POV9!2244A&(2UYQ/IR M%=)FEWYZ.MN:P2BDNBBDEUEG>Q6$\0"V*_B1A'X /+2>4MOT-99^SS)5MS.3 M?+'UMM*B^M6Q/8E$',);E!:DNL,,IF8*SN4.*UG=6/22"5>01UAH"'_VDY"1 M%7:"4"A@'JPSC0324,'S$%K%6!-XMRFZJBK22C\4L2*["!%7 VLG=2VMKJ"< MF2M-A,%!HL0C! S]*$+F\*1IK;K@-I184TSE^38^1#63&J3"^D'UF(H,=T,7 MZ0#?0!R.J>"VO,O]_.;ME-$8 T_O]4)IW^SU)&@/>69[ M=Z#+T5[#NQ9W&)UXP/OW%_-3>D>=T^[YTNX*1E\7-2POKG1#5N& MJTRY+D>8.OM2WV/4X->3-;E08('Z[MCVK(RF0KW2Q8[JB_M3>J(O';^DXGU- MK230!AL(0(9023]K@CYRT?M)6U)2QW) M9I')M%>9?444OI)ZF8SO!![3/3EJX,'*O(M*6'PPYBVC3KI^!"S$L&^9,]6P M>DE,/A_AE!$0#3C%XX!APQAAMC])T4N 9(,$L=#@AT#!>)"#? =NP2[Y6PCC MX05W>6)A;@B9ZF\$E8XGZ(P[DM'1,JQ!!8JY2W@P MB!$W&3/NV_'44M&E1=\^\#WTG!7F)(*U19K4Z$6+"9):D=;*#9KY^7\E M_@WLNN^D.Z =S??7 !F#VMH73 SX5)72O$T2!"%,$XH%?G7@@ZX0:$EC&$2,IY MMPCD:$HL9T@1$&*EA@95,4\N!E$\G..4W>PU):"LT>.,0AIF#T]QY#2M' DK M=&/$9<,@R1VC%(Y G+RQT1IJ7@A&V+FG;L-8IQQ M ES5![F)47ZG)Z40$/="\9%W7(?V08P"22,3 S+:LI-.Y1SEY$4UI38^QIM91Q=62Y"&SIBR22 M.7NCL+L]1MD#Q\$V@#]WY,#&8P=ZNB!2B-J9GS6J5^HX2>K,1VS7 M6&I@3/P6;) $OQ7,M(LP@?9X#)SM,DJFAFV%#06M&.*6>0R9V\"=BD'PTT_4 MX0QM7^[!YGP/>'.NTA<[IFE9.,>/"?^229!!Y@H>!+818<-B@@X#7M'!?':D MX:@!<+M[,KY#T,-]6OXQX[6"9@_N$#2Y!!Q:#6>E@RBPKB")(]>1#-Y(L+ - MC>16IB^C&?V8#LBFD!>^ 77GK9R>1"N8<];# %Q4!3:8 M'J ]@+&N,!/!L*&$1CF<0_5U0H^6Z+1$LC*1>%8^PDNC2&;[0AL6U.7 A2?_!G?XE/RF9@1IP*\=1>$A%YM^\JF8XQCI\]E;N# =CWD1W4> MCJ%(/&T5E$\ C@?"6?*!?R,CKU6 UISFMBN]90QXGT+:HPMPR^H;G++LI@#! M-B$T8&4/JU5']XSVKL"HLT6S>,&T>HB//[$(]SJ3Q9Q4Y<6216NLE9P(Z=QJ M+JXI"A*"R&,\I /*]1EU^CWZCWY\MM?.H_H4E!/(SS4XO%21L7_:/$J?XTO: MQ]KZMEL/6[O9H9Z@,?]Y';\K:X@+7.KLJ:-^/:-B_]HG3Q^].K>_^AGG.?F< M9 KQYN*A63VR]Y72%)0DLJB*G] '*AXXD&R3 SPFUXE##U0D&>_S=1SH3_+Z M?!]=-GC E]<@NG"X1[?A M;D2'00.TYBX"4$<0N$=T'@1F$&(: F-.13'DXS7V8S#L@27K>$CZ0SP79K3K M7+2#,-N6%_C8ID5%.7QV:Z3E=4G+.:9.R'!LA^#YD+#41U8PH0/=)L72%*#8 M@J8JZ"SK;AB,,A-#UITY.I_.[]%<=<1O@T3??C\T>T/41C!_CYTA< MTUQ"B\)02@'*^9WZM4:<7YTXXUW7'E]!7]"%\25?&.?NO';^A3>K M8\S'J^-XMA:U8W=)[KB'ZA#M !;4D;\+CX- )\S,P=6\2 [E&P\ MV)FDMDAL9*:_9Z3JU4G5!]N_L3X',(OZ"9:%^?RO8$;Z3LR(V >L,$$VAL+Z<7] TUWC;?VJYG*R,[DC+. M7&NS[T@'G*>6*03BL99HV56/B@QQ:Q%:NE< MGCJIDX7S^7T01%*::UZ3< U%09VAJ&$29#:'8,"-M+T)=;Q/-50^FQ7/8/A4 MU3C+KU=4R898OV=G##6\*IA.U,GG[?K3'O1U()(Q6FLZ-.W425G]X4 MGX,^"ETHKW5"L;CV@AX.?$L!KZ[IO;-#L2.;UTWQ+8%@U\YG(MF12J;\[2:$ M@%GN-BQ;+0'>$@:@%$9\:QZ!&K(=7AME$ 4)C.!Y/GH8.C5><*ZT&$K; ^5! M1U(-2M?6-<7IDVJ2_:R#]52NK*52< )_-NX2>@\ILTHD 92E8 MV=$U9_>$.]$NGU%3CF?Q>4M5O=A9HV*CSEZ=.KL(((*]]E4.'K)9W?R+=&;H M80QXNGF5IHQ]E$D49JVI^";-1M-JH^S6Y5U6"C7PL%Z!RQ?>%0Z;^=]66CB1 M!0"@.PBFA'R;7I H85-SS02;JXK&(*-4"$QJ+H%9!.&DD2K.A@II*!THS-L6 M(Y6O12HS6)W:G"I MQ#+GE#34!:G*&<53.N=68NIM9CFY"SLJA*GQ\ZY-CP,/;36U5H@Q=TX5RV : M.3K/<=9AN1T<8'31S^"N7N\MPZQXP9%U/%ZF<*.3F4V#G-1:72V@&5 MUMJZG%79%9E/3U)YS%AJ&MEV(^:KZM]N&F $JIDR7&R,1$OWT1\IU.+'S(<6?E4K[J9"HV-EBIO M/FVAR]!BR1(Z0.,PN.5J49E%/%S:0.78&-JDY7;H_\'WQB$==V0N%MV:HI4( M78BFT"!0<;M[*ZU1<"O3I+C9HXN2/#8L'E=@+5/&XT76GGZPPW-P9N.N[^2P M?GZ@\EI326KV%N#C-'Q="F8P&^*E5ZA6A1Z942Q'\TO/2YC7H]_MT%5'?%\' MWSBEM.*-1\70LT,\C T9!X;]+\9UT6H@PLM=A5JHSE+I-#C 4G_WT1J_6>2; MZBEX94?QQT!&OP;QI8)7O*!LX#40;%I9(8)0SK5M"/8-^+:*KW41M+&ARY1] M.BEF0 ?*-LR3=0A43Q4HI>7KRM&4GKBHV:K9%*1AB)Z_$XPISQ$WJ3 _O7E% M6$4Z#L-3\3M&+@AI%:J:+/=UXH\H!?YA!)G"0QJH4-6LSGLCZ/D@S%^@I40E M_!L8B#2_ WO)1:6S<\XG2%.LSJ6D_2G;8:7EJ2H//&]*MH\>@2L#&;18!L$R MWT7Y60O3"PG3W& LH=P*JC2L)H:8K?Q@X%GODYY\]',YV#_;WVX?%!<7&U$*&\_X*9 ]PJKBN^LP)2FA.]*2##%'ZGKGQ_^*Y\@^ULEMO8+LMWW\MCCX-YOJ)=+KQ MSV_Z^X='?[;?O#^W/8DI<>EF*8,2YVQ )E672F)F@P..RN!3]19[%?QEU\DF MMIY=?!2Y_J1]>IP>,;PMK.?][+%2-8=\U0C#9IA3>=K?&#S\._!/]!F\@:I- MJHIY4KHY01ZSG%(ER54*T56RQV,/2*Y2,#D!@W%Z^LBWRO?C2Q[,&L7D;)7I M/4'M/^-35]"\H R)>&E5YHZN113V?WX#/_S9M@=].3@^/#F2@X-!I_G7&%2$ M[8$TYVQ@NDUV;._ ;G;.VH?-XW8#-_;LN'ETC#\=G+6:1P?XT^'9WD'SX A_ M/#IK=YJ']./QV6&SLX\_G9SM=9K''?SQ%,&/]_%;G1:,1+_OM,\.FOLGNV]$ M[,9(D^W/Y.V#1Q5Z4N=>@)>"ZSNE6,FNO\L?WMI)'.@/N'$(?I*:_N-.1;<= M[8-F>[';#M!3[?:B3[9.%WL2WKX8(OP28R[\9*?3['06PZ.?'7)9!VD='65@ MX,)(\$GI,/CY6EI//]II9FVP]159-KSRDE'\?PGH!Y)K_(N1@4K M]P$Q633UU 2*MNALF6NWVC'9L^>.U"DOY9*/<_M]5,8D(M?Y:B^2_3,\5OF; MIP&^^YOW: 8;&1=U# -5RD";ZR;S,*M5S6;O3YJ')[.=9@RS;%/;?(;09#NF MZ(\@-+:HYMRA%40IE]30%+4-_U3#/WM;LT6EK%8YFV%E#,SGS?MVVQBEVJD= M[.CZ(T#]LD%[A"]-Z18' E\_DTRP4[%B+:YTPSJ5].D(WC!T[ F>Q+]Y?_1V MO_46[YV*:]]]WKJTNI:XKU$K%_ETC0KYL'E2TH]R?H+M8EEYR]]X+'!#O+4T MUXTT'-Y(-F!7I8%T.0WD!UT$JKN8V52NJE)QGY[EN@.TL?*7[IR?^E'V:9UB MGV_OV[N%ZH-'TAF)TB:G<24&Q8O"3=T2ZFM!!^M/=$+=R+YW1\FH>%>(ZK.K* M0B"("%8G^H[^S52^]Z)9+(O[%@4K=D'_+6%$--66ZBALEFF6:9:YZ64:K;8F M!DFI999IEFF660.M!F-C-(5)QXMIN$J/GYZ=NIP*U#;%=Y42?A[%:L.U;8%' M8X9(#Q+ID(@4&2H]S$JM IEJJ )KD/Y7W4%^"4]\.OIT_.EDBT?\,X4/VQ29 M]1-ZW<[(4K48VS=WAN"&X!LC^.KG!C7WJM=,^:5U^NM@]&>?=:*N(ODFW6&KCI^"%N,EZJ\5+K*,7/PTOM(B@8N9)?_8\NMK;J M)00UHZ1R;5XLO9B=6$3.GGJW\6I?H>68Y]6NCT/?=YH''>.GO$YNF^/UKI'; M]ILMXQ6_3FZ;YQ6OE]OVC==LO.9G)N7/W&ON^@Z5%FS3>Z:"@N^J(MS])>=64<#-[UX;'Q=UXGURWK75?'=>#WF)N,U\EU2WO957)=YV!9 M;]LDZCTGP7@>CNGE^:I?5 \NGC5.YT34M9[V0U$>GA/Q<"8HTTPLV*$OD@)T2OS6_-ZG'F>IMEMLO M02NL"J*?!OLU^*@+DB^"\$+*Z)/JG$?Z<>-,]7Y'%4IGN,I^D"N:1J3O@<2& M)6F'OT#U,-F=C6=FT;%?6\13#:L2VY?(0L>X&0^$5%6*":90S 4YF65SP](+ ML'2GC*7W#4L_$*]5RM)'#T1FAJ578NG],I8^,"S]0#!8,4L?MY=BZ16N78H7 M&94QST$9\QP^UAED,SH31>E,VD07!YM;;F*:Z@+6U?=PZ[&N) M!SQ\L//]X6,=7#7\.Q*VY^5[5JHNF]-?YZ_TDE@ \;"'8)3($,]$@B@)J5EE MYZ=F-G 4NW&"+:TM:CEECZFU^'^8PKP6Z30$]\L,Z(5N*& *(?8XM4?@M<8B M2.(HMGT$@&OH[KO]R5\F29) MOXI@( 2YX\^YM??(A7?#?$,\_L%/ _A"UE;5[DMQ:WL)W6M+NS]4O5QAYKW M=ZBSHNW\E40Q+\K&20O8(1L7ZD9-ZSN\PK-#;](HC$AM87D0;"<*&\(MN]S\ M7 ?X.;>:Q6_#U("P-&'7[X=2TW+FM; M](6T(WDH:5L&$IM^P="^.&SQJ]+= MIYUL\"IA60AI[GF3=.M*B!)EU AE-.86LVI-A3F&Z$OS/ZS2"2,?4\]4?#=H M\G[BV2E1:?/WN!4??T'?)8^NT MM-DJ-:ATW! !$[-.NK+PDXX>M WP9^1T#- MC="76[T&/@CP;.?*=]R7>X\HE^MOR0I(=PND[MNW\.)-M"]GC%GLJ.C)6]N/ M?P1 KH]R(,$\.%53K!\#/UFS-'#DF!!061^R5@C"M#LT/AJ!D6/[@UPTLK%S MX@!FR8VHN3LTPZ:*[LSXN#',G+Q(T&N6?@O0>QB(8> YW,Q;M0Y'W6S?@TI@ M2@B[WT=#R5<2@7YJB/:Z-X'!?7PA(;%B&_"86WQO9O<^W8\]T+9(',WOI%S" MBK?OTK?ZX.Z#'P-:),)[&MPM/H59*4F->-]6J+>TISW)"DB92I8+97X&[G6B MOD18RQ'0(]=EW%6"$_3!M8$]E6B_E#<$6B_=R^[]&/[W2[8GWJLULJO5D1)+[?*[S$\)GZQPQ[( M2FY]5W88^^BNZI7E']0K1)=,=Q0'4X\6/5+PU(IZ%^X]!2EHT*V,9I\_GVTTECG@ MNX[?E?6:N />VU.*3D\ATR05]::@LYS^ZI;]2H)UM/[5%'^X7F_2$.<7W49M M)F>MJX5'9[]]T5G.#)\'>^=#5PZLG(W]"H8./%XTYP^APVF+$S4+X"],^P2@5 M3YB_/8)H")Q_T0&WO9EK*6+$]J6([;\@MHFL3TUQ'MKNM31R6YW<,D6W+;@@ M5D9P7Z#@?K1]ZX,,;V0X,3*[J-LY1U(U'=);M7SQ^<7UL4&O!7[%+63WZ 5V;SP&-J;KO#A022Q=-?>SM4U^ M6B^VFB>+Z,7]3O-@2;U8,LT_0%GAG6-4=0R$ES*MX\<5Y1&M8C$]^0B9*UW M/SJ-PU:K85U+'Y/ O,FC0F:8X.4Q0;O5HKS-RRPK\)N,W9#U<%?G1NU7)8Z:: M3A@3F,\6-3#O2L9[G+@^D!)SLJY#>Q11AOK A3F!0<+$%GJ>.&PT]H()/*K3 MM.@WCSL&F[>Z=@IP80ROD9,Y.M>8W5?- J]<55[H_'E+Y\]SQK&FB0Y<4A?# MC01)#3,TUM[@1WX@\E3,*5[]Q:A9A^5>^D))>\.:! GG0R<3W*M(8MD8)R?G M@^C>!)YR/0JFI2?'0XS-*44>OPJ1,036PK$G3?%O&-#VHB =%0/3_+#Q, R2 MZR'$WL!DMM\'PEK(.C "$:LA>F%P(T.8.(2SH4BK%M+'83]B&8ZDXW+IPM:S MVU33K.WO[$Q"LS.='1]2+8TV^KCW=B2D2^0%/04$#B>ZZ ;HKI/:K[&BL$%E M=>.8,][ANV'.GT#VSS9VNIXA#-$5QZ<:5I3TAWQH<]!J[]SLDB[ 5TT7^H69 MRZ\\^*;XCE^=-W*DD_JQWL<16'84,#H M]B77+0*?C-6^T,A8C!%++/L(_ &XT51Z1J_!BK8>RM# 2Z3?UW5OQ15;JA(T MOTY\.XE51H>\7D2)#8':HY'499ITO'DK47KT>%-ECMMFA6YT0RNRYJP(M@+K M!.+BLO-D21.<[F0/'I5D6DM(J5)*>M!ZN)&4% M94TIJ,]4&,YHKY%22\7"216:@B2H/[=\S5<1N;_V_F((A_50.\N,MM(WE1:E MS@&)2;]T%;KXF@7181:?)Z/#;-LMTE&:A1?9%/BD852@*4!8!E+>D .)P?2] M.X)9*I 4+@!N0"CF@FN,T"P0YT7LA'+PYI-?/'7@"S98!W3V> RNI)OY3C4K M$ZZ(W14*\7J8'6&.Z=9=8QTOP^GJ.[]B](G;_7(YW2*W*5(0-Z[G)8A8!'X\ M13!215TI#C-AXNA#*0S@7 XG>\FDP=@)Q?.DW#$5GS[I;ZJ@DG">,82T0-HX M#@-7#$/%D4N!",\@>QKEK306<7$D%KD,YX% 2"!>5! [:K6\)GLT3I=>&0:) M8IT/Z$J. YC>1S?B2\Z*&1QH:2$M$27('3#*"$;-D8# /@02.OK%N/CI&R2] M;5E,2WRF%%*#3GRN0TG'4/R9)N @ =4F&P@^Y4D;/O]'5=B?2>2DT)^M^@0"T@ ME:ZJ!ZXOP?_X4HB/%> )'G>EK)[;O2@#33H3.^XN0YT\=!:ASVRL\J#]'8P" MP\#DX$4:-H!8YYQ8)U)E_C@O#(S$P7%9"A:^DT"GDHA&A"$)%$I!42'SI,=, M:"^G#YCQ&7< DE8482!?=XPX,.X],"P,\L![&XRRXH&$JW51N_T4O&S'?>V0)4\J(3.Y1+=W)EDD5*G[5)*$>X1NQ"#W,V#57)( MLFV+(!9SRD$%X"&\?O7\3B 'WP&M?L1)JA,7$9% 1VO\OL4@1Y] 9)& MAM[$RK]I'@X&B5J*55%,)\QP*X %$X]0,$B*;/@ ])+M:Z \-;F9?$3D;&(< M8-<@=[Z'S!JZGCAIB$ZKTYGGKM7EZ.NXW3Q=Z.2KW3SN+/9@JWE2[8B=9FNQ MT[G3YG$1M6/A$6O2"_.E=^11%RP5=^11@U_0?V6!RQ*)"(^\>_ZAS/RWKS=L M(A<.?6U)O5S.[3&^I%KOL@@H>TI];%A\WL MBLO1.%! SSH(A%"#4A[&,D1VQ- /(H< D4@INP[LG]S=;NNQJKJD+[H?!;%< M>4>61++;$-5J1*:-=]M1,D*BP9*A).*KG\K#5]B=KXK]KY#[RQU2W6[UI#WC MD#[BH;[?;Q[/[8[VSCC0-6*$32QRH M7\[H/Z/^:B+(R\,%FR#BQ081NF]":311%CA0+QP918QUD!:R4!B!MWEX&S$: MULW\354,TIO6TJO1D&& M47J;"C)4M4N-$DOV%TK$.%HL^631S),*!ZOVEY%\D_3"L#/OPM#$BNN_ M=UPI5JPH]V1%$(EMY9Y\U3VD=%;])K)/#EKM+/NDZ_O8.U#O*.7FI;-*D_W7 MFHO"\RF99*>"C7YR@HK.U4])E.;L8]8]-9>=2#O$BNWYN2F]\&UUM-JO 5F8 M>>PLU3&Y/ MW8[E5SB'3S&!,2/U=9V0KTBS>A*I,JHLCRZQA;,@S;7(M'C^TT44MSD%@T_( MH&F9#)H*Y6UYSJJSP!DJ&;54B5I:^CS:J*5Z"9QQGU^K^_PQ!T>)!=%94GQ6 M\B6^$_(>'K;MM#N]O?:N<;6-37LN-BW/X5W?85Z6P,?MM;O>'6/CZF/C:B6 MADI&3:U%3=4H-<1H,..E&R^]$B_R!V$,,M)X!FY71Y7]3-WO9YH%^0SL&C&M MYMGU>=N4>O#G8>?X3W2\#P]6=[P1Z?K9V:QMR9DH$"]*QC*DY*=D_'['QD2* M9+QEC^'9V7FCJYZ5KEK>Y5:ZZH1TU<&)T54UT%6]HJXRWO9K];8?_O,S*)AT M?L% G(?2<6-QCNC%L3.N-ZOU?7F3!-&7""DA:KJM, MU8I(K^E6=P.N=?M)&2?&>KWD)&9#):.0GJB0EG>GV\V.B?7K(VK&GW[!_C2/ M1C.M'OQM:9[[+*/H+%VS4C7BFW1'O22,J+9;HUMM88Z<:]5/1GN+042:Z+2%I7LSL8M]X64W$3Z:S@E46O,:X^ -C IG32Z?TA)HYW9I-'= M)YOW)W+(*[;O]1))0R:CN2K77,MGN1 MQY+D=K-S5,_SV-HB4-?=V8HO6U*&U6[GHKJ_1-2M74MXC"J=OV-=K$B MOO)F7LN<[-@+-VE5. ZZNQ9P[" (8C^(I= _? OP>^62V=I_&\*OW^IGWZ L MGWDV-O22_MYOWUDJ!GX;I2*E2/Z_#7O0GZ(85$0L'?A2*/I)&&*U],!%+5(Z M/VQ:T\"N-38%BS ]I\G4S1%K*OG+)F)! E*I,0%DG!CIDLFP40N9\]SOB,2.0BEEVFFK9S>0$KD M5%_H=E0-K]9_A*?$JUX%KYI0]]=^%WF_L3_A!(H![O#H0P# SJ);_$]Q;MQ_,KIT:(U_ L8+/ ?G_<%1@)Y M*6]AA68<\+H\QHR!Z<$?Y^][ M+N,P9&+"15C\@3T)@]AO"60U6.P$EI+J)I/X<"KOVCDX M/>M>1+A) F*)_H9Y9G328''+MO@M F_0< R\ *B/R.\[ JR]8L=@O M\QX?U_\:%HX'6SFU6[QE]H&.?#I26$%Y7KAKKEHW]V$$^4"6/GYG[Y,/Q@>? M&XVIR-5>,!.EA/T;)S&2@,^'#;^NG%NQ1C^&52$)>&Z>2D-;**:8*$0 <]7; MS)(+92G#-%ID\\"//K:@E2'M%,%'Y/%V&)'+L36G, 5.;^ MD!%*B!BXS0-'/FN+[_#KTG2Y?R=)7_,[F8R"B)I' S^-[ MV$WHM+XG>9HA3\/?2L]\'H]C^",BR<4/T**1LN99@$_)ZO#K;75T:F)U_!HC MAZ!R1N:)F)R1UJKI/4%R!3$8)Z#,W62"'/QS4K@.XFJ@]/D("3P5MZ .M1NB MWT"\ *]@XV2F=.W>>^7*J7V5?D[J\G7IUEGRF9K7TIAL %;'J!\8@N M0=]%0S6.M/F)IT=32_GP^-B.4WFN_W@%_.)GP[^]ZH#'\(I^/79]7_U:F4 5@KZX?K$L(QKJ_.#P MKW<'@99Z['BAI[HO<*PE;-3U('+7*!MR7GOP96\,'V2]+-TKO YPZFM)'ZA; M4W:R:<4W\#7S"C"(^[.(FZU_\-9W!*K<9M,WNND'M.D-J6]VUX^:7=^&@-F? MVO8E[*%U)E$UE1UW^/HF%%4'X^=);/$#(L+?,%( WN8O,O2;GCU3F_.75268 MYJEO\DOW[\5248$(E%C[G94G\ELM,K$]IA]G:CJKRZ=]T')_C;^:Z^/-+_WP M[*RB-^@#FX4^54%4VYS91B#51B =O%R!M-&EGYPV JD12(U NE<@';U<@;31 MI7=:G8/96J1&)#4BJ1%)99'4V7^Q(FFS2^^V]L]FH8H;D507D=1$69],E/6J MB;+6+,KZ8B"KMZ^P[PTU+E_#_U04]F:7WMF?!?)^L+IN@+V? S1)(Y >$F5] MQ@)IHTL_.)Q%LFH$4B.0&H&T9)3U&0NDC2[]^& 64K@12(U :@32DC'6YRN0 M-KOT3NOP<(4WT8U(6E>,]5D5VWZ)DVP QQ5_SY,H!AI:3[VM>8VCW[-,Z>W, M))]MT:UTJ(AU[$Y2D27P%B4'J?BPP*HI8;K<8CEKD(E^/N$R\A2K#>%_O3QA M>(6=.!$*G0>+35.!>Z@P>@BR8JPW>+JHTTC$?BDQMNT@07 ,+*'5!K2ZC MG)DK38010M(\)!@,_2CBYO"D::VZZC:16%A,-?HN/D2%DQJIPOE.19EJ&VZ' M >X#_ +!.$KE_8SYQR-70)(00(VJCR69CU 9A,XQ4W +/R9I'7FR+=[GB&+C MX$,CK&!.I%>@$)JZ70,UL\.8!AJ3Y L6&WLR3>'UE_3$KIBWN[=PO!N'6YUA ML*\NHD<\BK?>'E>TYG84\(FK0)-NW# G[)(2%;;%+T K!*T4$FA(Q6;!#B?2 M11262M)C*M-$2"6^5OFU8Q\N2AY1X]+=H_;I8E6Y9X?MSG35ZO+UJ/=HW*45 MW!+RKW/Z,%C%;JC'X*!],;Z^]7KDGH: _?L]8$#?NSU)9"R/'?#6] ::!G NQ8W3BY@_?TD M>.3=YAWO/'B80=0[Z9WU+I8PB JTNK3E? W2'\S^7PI.7VYCZFRU?J+/'2YEQ>=J]#'L"QH:_+(5'S/!NSF\ M,.$%B9>/T@SY)"UL&:4S"10E!'6;B=/]OVI]'8*TZWE]/.,+$R"1B/ %S#!QS$C ME3&HK3'#8<&54ZPD&N$4\ <2DY#UA MZ]SM(YKEA-&#QV2Z <>VA09T41"!3+5.B6K!;<#F<<$ MA+M#<[R)<#3 S-1Y0\MZ=8Y9=AM_:W]K"1Z,R09=,T>Z$ M'1A-K;CG-D4Y]U,30EP&],.QEO) B4"_O@&_T8^:W;(81QV:4%A!X(/F:%CC M!X0'BH. YV@-S4X8(8[:@[>8_^C41NX?,2^.Y8KBUT$2C^C?RH]#?D(+DJ4;-\L'A@=E> M*_S9.$5,2<2.U.^HWNB[IK"#XM6XLDK\X(]X'M;L'.98!3<%)V;PCM(Q>(7 M--,D8Q]\:_9+"@'(^V:X:[%NIL,;05H2JQKW;S)FB$A[3P,$VXP$;**EE!2> M>,C(?R!Y6;@BK91^.\WEP"II #H,Z!-6 >: =D<+"%%;%9 ?67B7Z?F,?&^Q M<+>95X'T^G+@8MQ#?4\*@[]10A)1_!3,&:[)0:F!H*+V I"32S(-]#W,K#W? MD-UHK(HG3IL*LTZU_JB6/$H+H';."O8RWPF$XLU@G05L[^]Q$OKBG1O]$']/ MXGR,@:^^Q('5B^#(M*PP.D2]@U645ILVPJ0K_O'E$TFK&1'9C\G@\>5//I<" M,)@D3#^)79^@=H&)""8U954GY[*08ZTO4A.:-JV8.."[D('T0&J"VJ87P.@W M0*=Q7L@#HN,;A+YD*1X&/R0*AJ&&'"^<7@4#PFEC.;#*_XD">@+^X6 M\0Z',(DH$'@[ALIFOD+1X:&$4.R- M#T<4NX*P?AZ1MI;]$!A7A45EA(<>/!7 H1G=<=@YL)JF2L47+8V M %(9,E(Y;4(&]%'^A TG\UG9>#14G:KF'$L>46\![N& M7H86;TF0_H#%N^$$E""[DF V,%&1X &9D*8*U%D+'F?@XI9:=P]A\&<>@"(# M$^XFQI^']'?F_A0!C!=XFN T&#U3;"I!30 MT,-T=#)!$IW0O HWP!/FC>:0 MY$]OB%C@#EN2I)>E-XP"R[W1:HC?7HO3-"HR,+H1VK#K ?8(HANDPY1@%("M,# M*4/GN\*:#TVW%GMWP<;2_V(#IVQB"086W;0K061;S.3?3K25I2Y^K(N8/$I( M A4_V37W VI =!7B/"N0V]6N(X6VP/8 @V//ND2X1J^I2D&,0*.$>/6E.D>@ M'6=( ,<4DT"&OCY\>Q'FHNZ/'.P>M$C2MGJN#L?RRU$&AIU-_%*,@,R-3!"RX@N,N71,\@F(RQ\G4'DBD>OTS@ M&'_PW(/&)=\/'6+7&P82XY'H^/?_0#O@1NY@8Q)= N(. M929+D=8D!@&E@*G-/>M=H3!']3RAU@RIA8FM?DZ=1B1?NZX,$QH/^F.;HJFC;@PG5A4\H*VX-!I04!S-J4F MK<*/ Z\V3Y6/E#!N>\1>J5/ME=)4@+9NP1*3;"EPK 7[IKCFN2+B.7"#$.E1 MA83).2YK!16K:8/+!^OBO)!6L;W.% Q[F=J^Z"/CYDBF_1'Z&S'!G8&TC6L6S>R5ZNBS0SU2"EZTN,IF2V8M$^QD0W8^!CY% M(JPH!YH3Z[.UZ'L,9D39^5['1H"<$D[ /^!E<.WNP5G[V#S'N7SJ,= VB)I9 MH>WV[]9VLT,]0F+^]W4&9A!.I#P=H%)_3V5IZ!D5:1"SSS]H^NB)!M[#+ZBU M/^>P/R=0\H$8O7-Z]Q#!2C?7S&\V_*MM*PH.*:\/S"H=+KH&)L5H+$LC#F9$ M\IHOU^R^4>5F7< 906+[@N3&T(C81+(?!NE0^HX.-*AIM?6.-9SS4CCGDBE M*4R4JW7C'3,S!RA8$ZS%/Z &_U 7%47/,,P+4\$^5ATZQ*)SVWPKPO*F"(<, M0HPR,!H-0K$J20/^3/@6 ); MF"K;PII%$;,HLAM&[@_5IU#UZ%-9-S %S[@:)GJMC&'TGQI.>W&<=J5(U,&T M[-KI/JQ:4/XK7=Z7>(U-1] 0=+DX0.\TP.9;Z3C&[E3 "!S:)].O=&.0ZK = MAO'PZD+9H#(:8KH/=_JR5"P&;YTPCK!%K8K:!;*Q%E\>MUQ8ETNLG>K#*WB/ MD5"N')$T!=QV.%9*^61)/]4@H$.0V@3S,0;[HG0IKJ%:L,<+XLY MWEO)CW5C#7MN]R8CS68=J@2=(K^\:.Q9%+V!K42YIYC;A95%11)J<0.KWTAP\BBF?I5SN.Q$GW+-9U4DH^HVUL,NG7A9 MDG(P428.Q0JI+-!RRO1K&W9^<>R,):%[_\*\">>2RCJN./7SFU7G_ ],FGB' M21.[M=.&9/EA*I"K29QM0).0H^VXUE1(3]^W:4[B"('%3U9N'2:7[%%RB>T: M,2L5EUB4N.(4#]S/3?>=\WU5?/>R$Q_]/*A9,+=M- 9M08FU0/=T84^^%-WA4P2;V*0O(PD_PD19E:NM M4MP,P5,B YBEJ'_K5/9]=MCN'BU4]WW4/IE^<(FR[RP>K[".>GF8E0<64M=\ M59VS39=\4WJ)1<>-3?3\Q?BO<;3W7J?OEFR@MVEVHD'-2T$5 *: M];GJMQ0=H&HWL'20H0CZASAA&"?9'K$DWOGL@3LUTN5AP)_D07%]@U6?%@S4 M%6OL2>FG_"Z^*RI5WSK3:7N)M"OE"$V(O:SR[YJHQ(OC*K9-G7\6WG@-;YS* MT7%+B=ATCJQV'8M\C-Z5']]&TQ>UBG52KKBF-%=0,X&/>&M%1K'BP6OPNQ(W M- E#3I$&V!9?R#73%[]*I2J.AM\:AFZS(T I2+HH4ER'<1\'OB'74*=,W;J) MV)'MZ[;XFH-;Z-H)VFZJ:DQ^^Y& :REW6XZKE@!O2>(D2$>J@FX,YK7/:Z/$ M:BR]#<(P0G%BJNHYN4H,I1MF0]:_+4*$TXA\YDDU28^T,I;BENNY'969'-OB M1J4B6_G5=GGYT!V-96)*]E0^2=6]1Q'DY:3G9 =!2&)=^C+]O(9+H/0S+B]H MQ-F+$V=8;>]\Q/+A^MD)CLZ7U,*(DR:SR5CCZ:1IC$7"TJ=D$#L8.@<(J"7Z M""] )=3FSB2B[PG)A%R 08Z#4Z0G0YF&)=8M1TLM3NQDO!JLL%#USS')3A>S MI-635E#7>!*$NX*R)I%_YHQH$1M+'P0F6CZ<4-9F( 2>*3!J!CX'.'N8VQ:Z M$TRY!BF7PNX-,VFD!AE;HMY/A9\WV=,O MCY&*I@ZU"WY]CJ2CB^A"H =9+EY%;Q>1K\A5G2EK1?FJ?8Y=?52A@4,&NX'F(Q#S\B[ MY/O>8LHWN;SX8&,?OD"^N[IP+C!M.2!\T+KQGJH3(G(V!4%_(M[, %U)L.(4 M$HNJ?Y-VS;L*>&E(5(5*BN-1K0:&JKYB\">7XB+V905\B6E)0,$A1Z?W(,_Z MN:>OC&P\AQ)D?<-,+XN9OE%T]+M,1B6LV;HQE7:XK.QKG#?=SDPC1J"J&"?Q M#8/UR"+AC2OQXDSAM1FT$]24\+MQ0F'50AG1-0[R4Q)@GCBPSC@FK#'IC,"\ M-&FJLR'2BLQ2=/L4T+G-9L\3^N>=FUR VL]ZD6_AY']'.T#0JGH\%3MF[?E5&.9,Z^D_W2105PF?!U\YR7L->15]-\%+GR13 M'5K0J2,4%",&4@S/JMY"%G;W.,9$B>!>B)59S/C5[^ 7-\W>QS+]-\Q^XJ)F08L,$!^!;OOQF(%?Y8_ARF<0TC5> M\V]CGTST4D<""_$"\^[-W8>;K4$P]'AXDJ*_R_ZW(),]WP>R7+4HO:&$V39L MU@QS8O(+>NL<.%OO&K\,@:I6O+33_?V][N'!7N?HY'!Z<;5@(=M^P=NRB]!- M4]$3WU@ *O'H% MT75E4DT3ZW5LMV7[K\70I\&"*)=^+_O;*^_P\/3?G5=O+]Q0XJ6V.2RE4#)+ M!Q1<=:4X9E[J*GRJWN(^I$MBX!<36\\IWA>/^*_3SMF)"3&\GEK/V]D"@M44 M$#/GI[OG;5/ M#_'/,VH>B*-U]\\[[=,3_*N#8W4/=E^)+,AP8VHRG==W!BWTS"["&"]2UA>O M>)"&?V.'<=T\B_4'W.@;/S%&P$EW1?5MG<-V9['Z-I!8G!#^J'(6^ M* ]S;V?XM;5^79&.PX)VF6;_FX-W+L%HL7,"RNP>'G0JQL*2^ M>X=@8GKWU 2FM=+Y,J66M2.R)T\=QCROI)+W<_MSKXQ(! =/P!J 9:;2.\< MRY\\#;#B7[U%/=@JJ*C;$-!*"6ASW=_O)K55D]E;M%^[LZWA&VK9IKCY"%[* M=G31[W'2**.:4X>6$)544D-=U&GH9S7TL[8N=?TDV^QRA?-JB/\*5FW[)8X.MG\@IV5BQ8IU>Z89E*\G0$;QCZ[@2# M\J_>'K\^V'^-5U#3:]]]VK)4?\.AK?(H]%GE./Q-7=AK>U)YFD[7*)"/VMW. M'0)Y!E5I1;>=R\1"5P?V==0^72P:>7;8[AP_/"#(;+5"9*RE:;>[OZCXV/Y< M'PA-MB' K\?=#BV]&6(EZ)#Z4FJ!%(RMY9%OXO9],^FV/95GU>,\J^]TTZXN M.V=S)5>5Z_[X-/(=V!O'SFKA!/#WTJ-UB@-.C^GLVAG:]^<+TTXW2<,/(E"\ MB=_4-;R^=_>Q%$9GK([GRZX(.=Z:2KU3ZVA!DR"GP_E*NZ"11]T)U8*!GY^IM20<6B:6*+ M6^Q36NR2_F\)):)W;2E#J%EFL\QFF9M>9B/5UD0@9K>:93;+;)99 ZD&8Z,W MA5G]BTFXE09UGYRX+#EJFZ*[E6[\O!VK#=5V! :>>7ENDO@]"??"Z7NHKDF\@-IG/QJ\SFO>-"^N^(E#*W M#K.AH95+1['YG*4*BD,/8+^SOJ0E+ 5]>!)I0U/J)-I MJ.DI2ZG._OJDU'[[Y'B1S,K&?H?8 ])/HYX3LI M]ER;94LO9L,6@;U+[VXLW9>H0^99NFLDT<82;BSA>9;P^L@.+.63_8;:7J:4 MFVW5D;#118?MTY/&!FHL[HV2'UA !X^ S6BH[BE+O:4M[S5(O?WVR5UW M)$V2W\M+\MN*L?J/+Y]@.#?Z^[NKO0^?_A[&?3=\'V"WQ6 02/\*NU0\W# U M6ZE?(_@]@E\DK#<)>M6J>C_08+_&[W4A[F6<7$J9?E#-ZXC)M[$A.ZI$N(#L MCF*K7!A!Y <2>^&8-GNQ:H^S.VNA-Q;[R]-=\RSV%9.M%0\_N2M2U-#:R[/. M5TMJ;[OMTR9;Y&52V#Q#?,44!K;VX6JCW4O%C]<(]/2P^'$S^VV6*C3S7W?E M@H8O6Q!8:>V]3;;>//$?[2]M9T$'#-:>!FE&32FY@W@23D26N."EM%2O8S$( M?DI_#YM$MH0?C["CJ2>\/$EDY$W$-;98C*@U93^.?&I0?CL,O"&U1$XBFI\; M.MR ,DY2X<'$KMT@0K^RB'V*%(Q&XFM0;,A]88,4MUJ$4>D/['='="UQ]W1'41>XF9>>]S,"[0V M; $- 6-B@U=<1")YOK@->(D29#A.'@$A@6KC5IO8?*EHUXC>G!\DB A5]-JL M13O -6%M_08.JP+COY1@$X&NGXL'^W!L.(S2[8%/[.C6:]3"RIRGR)&;B53@ M\(&\J-GID*=%W63A1!%5;L!35+W@J2&JAWU\86A![87I2*=::N&PP6@,1@0R M2)K!76D#&RV6RGNS?< MQW>/=L[JA\<]QG1W,>K6>P,OWD2[8X;,PPYLH;QQH^Q[#-OU7@XDR"A_U3OF M94!/SNP>^'),@&[Y/$ F\$\+U2)YRG"G63PTE]H## M5O<1OI"D&;8-SK@E\&9.[\//<>BRLM#T3L(E6?'Q746.!Z8.JA_/33'XAJ?% M7LJ#[M*)]ET%XD=GVIR'U94X4(P3>Z!? MX4PE:BN8?X"0F&"Y4//61()>^ _*OK$BME1-RSY[EUI*4\=R_(< MH0C\XD. M^S*2@P#EFYL!#7DP(O(L#L7SK$ A7 B5L,HH/'@85DGOI'?6NU@".^$3J6;4 MNG50NM^GNDD[A5$@7/\F2+'=8BH4>&\O5*;2C03+S#S8XP>!2*\BKRUV<+#N M_IM_]JYZ]&?GS6[[#L3;C:ZVW <^S?O6*DO8Q-;ZOKA)%L'ZS,KL!_4*T0#3 M'8A!U:-&3Q7:IMJ]2S10<8M H3O%GGW\>%%LV66Q932@.Q@$80 *G<:!#;W# M5%L:O;D*VF<1$OX2)]D@#H/86828EP TYFG1!V@41]GY7L>..DV=LHTN?GC0 M/C//<2ALS7V%[W,$K[,W52C MW'B[RDP5#V%PFU<$6HP"N+ >[B0^B*!T9U_ MM,7O0=B?M,3%9:]5F\DYZP)7[AYT+KO+292+>.]B&,B!8XF+S\"SH+R18VU! MT1:?$K6A8NB"[)')#1H[H/:$X2C!'$4_SI1L%JHK^1>$Y?5DFL*_2;.C[G3% MB&&<^0=E\38R[ GS=T=@V($=(\#:V6];8,\-VSX7MOT'F&FI\Z$M+A(WN)8- MWZZ.;WE'&\9M&'<=K/'>!0?(Z;7%YQ"#GPW/+F)VSN%4WL+U<6K97VHX]65Q MZO_+86_=R'GOCF(?_VJ)+\/W#<,^@F'-5FZ=9X\:GGV./ L^5QBX(^>+3!)P M9I\>A]#$M\X=W88[GB-W?,NP+ZSSS<.;RF3O71QGPZ?()*4%;)U93A9@EDU= M.7S)$P_V@R^%*^LLMQ^:_Q1$V)'*@?]D =U[:[\<3F\\!@JG"[\L5M>\/37W M\[5-OBR:]MNGBXBF@V[[<$G15#'-WT%>8+NK]"Y.>L F_S?&^O=/[I=5Q[2* MQ435/=N\T@7\I=LZVM]O.= M2I#PY2"(I$^Y'#JE0F#&1]K"S 29[?6!>GRLA\*LA>O$'<$W\-<@@#F!0L*K M7WJ>*&PT#N,)/*H3&>B;^PV#S6M=[*[("9"-XFWX9([,;=3NBR:!%RXJ+W6& MJ:,S3#DG3^^)=ER,B1&D@KB&"7HH$_HHBH6]BY;@U3],:Y&-?14)Q>TM9Q+G MG#&83_"L4AF&.GW/=J+[$W@J",F9EJ$<#]%#IR12_"EXQN!8"]^=M,6_8$ W M3&,S*CJF]K#9,(GSZR'XWD!D;N3!QCI(.C ";59+])/X!SC[O@1W-A$FK]<\ MSFG](^D'G-P[KE,WXK/#=G>Q-L-'[9/I!YP)/CC-.9X;>)90JCY"YD4CE9/4G0 MB\2G6DZ:>T..-Q[N=W9^[)(:PU?!_UI5'DGAK2KGLRV^X4_GC9SJC&TLYO % M!3HYKQH+@OS$O851L:][' 4R=:P\?7N06N2.NA.:BP,'](YE^'N2X9P*_IG. MZM)(\:M"B@?UH,&K 1&6UM:.47\%?2REF\1.031]-_JQVRHT*I=T82H]5Q$! MX8(YA&5F2 YC^/],6E=>+;B:V*?;!5.G)L KL]&DG: M3!V9QUP.-]+CU:IBK9?^H!4YK4_9+EX-WNTOV:-_B7!]H;=7.AKF M]?>3X'&;H>M-0.=.K68U^ M1UU&?I$FGAO\J'AW+PG,U??"<8/%\I%<$?A_>_7SY&?WE1@F6"2'=.'.O6%> M?F<>/<6MSV1%18M?@_0'EPK^(EVDR'N*$SO3Q8F=NXL36= X)4'S+>#2^2U!WSILI2QSGH$N9' M7Y( 7[,HK,3"\ZP/K 0:C0XF?Y#'9?RW6.\ 50A>LA=L1$I$P5 M#8RX#*6KW_R*;B\>]_.E=(>LM53T91C?BB ,\Y1$,+M.4KE[!K(1:ZB%#N2B MYQBP']O/)RVNR)^.P5JA78[8ZE\J;Y8@(=%W=8#;V $$"Q!]U%% 'A#/H'@: M^:W2"0IP)&:Y CV H"W 40VX=ERMEM?DCL9FZ2M#ME"D\PXMV'$,TWL?I)P8 ML&("A[UT<"__S($8!HQ=@>YZ*CS8>=A"7[\8%U^^==7'5CC31&=*(+4HU'2= M2(I_\6=Z P9FMFKMT=T*S,#O^; 5NE:;:#Z"E2)3U.. MN8+1P#B;(77K]-(">.=<[ 2[#*!Q5Q!$!XNZ(^)PY.JM$5\9SH&_LI3&A&&)& A(+ Q .]+<;N"('#U3JN[&"1O2AA&)'4PN\NX4.]T4O% MSW:"FZE=L:$*=/ZCZ%G!T.F=.NM4[A2AZ; ),;!NZYR*Z,RV-8)8V"X'*8 ! MP("EO"+YS^-Q#']$!*@BOB"7 M]']5KL$2Z3'WO'M^Y&/^V]?KF)"1A-:L)&CU"W>,+UFM_4:#!5$.=@I8%][A MZ;0\6)B'F1$/A4#><^Q ;#D)J>P://<*J09.DSW$$CWRQ[[ :^ M0AI$?#9C^!2N\ZX)!TWM0BU@XUQ!D_76FHZA.SGG?=GK8QZ!%2E7Z4MUN1HX;'<7B_@?GRQ^A[!_]N G']@NMC%YZA-F M:FX4SC]K1'>=C;21.X6S;G&GP WJBNL$O+8TLS))4NN]8:#Y5$RR6X=K!YWC M9+;(Y#IAMI)TO:&82#?!$IOY-P[]Y/7J]NJ@!MO"Q.,6]S$S7L2-&^;TCY7? MR]1=AC\)X;OA>YGFS&IP9H*YEG$&])3NN::YWZ1JKFSJX]@]L"%IT6B%\@F: M\/:2#%EOQUF?+1XM.LL]Q$^9DW;\B*L2.*OFJJ2AI55$7.ZCI493O51-97+8>6NG!8%B&SSH*/:$F3TOIT*$6R M_WU\>/QO,O0/J]3I79 9Z]WT-!^_W7$Q2IV/WUH(H0U;-6RU2;9:WGQ0;'5" M;'5X4D.VZL]AJ\9\>:GF2\_CHGR^>+ZT2[S*(!V/$\#=1@+72"#J0\DBT^D[*:K3;,]9N=;%J69U^1YPQLV;.[9J7T[5U M:]"KGY-5VU22ERC,-Q:).-H'EZG3/CFK9V"_(./.D24U7Y\8UDT MEL6FE+59*)L8'V6:GFLC0GR5P:B?)RDEA6S=HO!7:U$TOMT=.[ZS<=$+#AVC M\WU.2F2W1OL@AG^:V Z(V$YF#8#=Q@)H M+(!:QQ9$;Y 5:0DULQ*\73 4=F03?7A*&F#C"N!7F6TN '%(HOZLIIF%#5T^ M<;I\< SBB$V063#S>RR0:AI=H+7F>JU(=UFL&HV& *L?Q'$6Q=1"C?_X&N/O MJD]Y_^!U E^_UL^^0KHX#UT$8)#1WF_?>(<'41<]"K,C]O]M^#K^0YH!N6%+ M!&P8X.5)@M5@@R"U.WS9_X=%SRUJ+$B6 $S/+^"M];J7J@TMULE %'?@0BP_ MPE,BTW[]R/2@)F3Z51)DOL_]'*F+AR;6RNG-M"II:'0U-.I5T*CQ.P_N@5]9 M/[T>;II>Z^*K8>^>JG63]W:?U^;'U!X'QN1&KKK+!KT"L1R*AC^Q<&^X)4\D M,U #:(5@@RK0"CBD:@M3M-K]!28?X@+2RNEQ YZ6@= @P(PM;!_U";ICAD;H MQ%'(_7%CLXUF<^RV]2A[U+8&D1?FOA2NSGFC!ZHDE.61S@BJIR0D_'H+B:.: M*#75(L5N*F/UY*N:8,^_"5*9 ,-<15[;-#;Y9^^J5S0SF>DV8W6LV)$_D>J1/SPX9A<$@_Z. M^WNA"3E(<+.P,S/:GC%BPESC+$VS5^HB74DL>-YP<\1]JSV82_*")@#UPM":FBSVS(- MK%O5W<+OMSO2M,"#S-.<>SL% MT2"1?^:P#CC&V,.WS.X'KATG?4V_AXE7BZ.[3Y5[465#-U*-X%4O<&SPC27B M/K;QUH3S?U(XZ+ZA.)*(V*M>6D*OA:W'8*&[(HT988GF*JLT/&EPPV1;_$;=IC3'P NX-51JO3B1 MGCO&KFM5*LB\AS30ZYA[Y%5.[1:O.7S5WTJU&[/GA;OFJG6S:L,.<.C^X7?V M/OEH,M"YT9B*7.T%,U%*V+]Q$B,)^'S8V1RKI5BC'\.JR#AQ\U06^A7$%!,% M=<[4V\R2"V7-8(#:FE]!>ZNU\YPI,GWB09A?5TN0\HAFHO!["GTG4O6\IR97 M[@\9<6\HUZ-F8VV!+;5*TV50,)*^YG"(>5%LJ,/*[ MV$WHM*C3EKRO%1DFJ7)J7Z6? MD[I\7;IG$K=Q'OI@X( YU9? ?Z ACN_2$)TJ#7$O0RADU\4;T"^"AJF0PQ:' M]EIME](/W -U/1UXU> /Z+NK?OG\V^\&J6Y#ZP0I69:1SR;Y4(9C I\$TW*, M/,GV29IQ%VFT[RWW>V!Z$\Y]C"TYI5K(A-.JB=Z/GCV<1NH8U$O5]_4O'>IR M6GH3G1U(1#L"#5K U6IPU 22Z/*\!8Y'[GTKX:@6'F M4/=*H%*U-CW]:F//Z&W^,?7?'8>N)\W&S1J:J^X_K%CHW>1?L-ZU@,V^!3=V MB#:U0_NN5H.TEY+9VI=B"%S IA<8C^@2]%W5_4>9GWAZ-+64#X]_S?*\+\\K M14=]NVH>'"Z$ )9M6? -?,Z^HJ7[*\/FUW_J.0)7;;/I&-_V -KTA];76/#QJ15%N1U$19GTR4]:J) MLM8LRKH>CF@4]D.BK(_J5U1KA;W9I9^LT(%XJ@U%:JNM&WE4&WET7Z3Q&V7.,D&<%SQ]SR)8J"A]93;FMI MNI]Q('GD*E"L1-<*JTI=1,H@<(Z9>EOX,4GKR)-M\3Y'$!NJM!UA 7,BO0*9 MTI3M&J29'88TT) D7[#6V)-I"J^_I"=VQ;S=O87CW3BO2RIC# 2]UT^D^V.O+T%VR',WO 5)CMH:WC7'8#AXF,'0 M.^F=]2Z6,!@*,+>TY7P-TA\LH[\48NZ.23XQJT91Z&1-Q@SH B\8NZ%3[*EA M"FQIN+AEHR?Z_-%$6#=.(XDH "Y$JW,)ARU.$6<+OKD.XSY"-C#D':SLA\P4 M*@@.U!(R(- 0/P!=3%!SB<%10P5#2&+A!%4P8\+M^'( E(+8#6%\N]MRV(XA M'!&R.7@.-VX2R&Q"6'+!3S(J2+8AKS!,B?H IN[GJ(%L2PN?"J(4-IUARRQ# M *83W- 9(U"?2Y@H8>B@!=-7X%L*H$@F(X;OG(Q9-9H!6^):QM>).QY.6GIK ME(D#R_=SWO1BEX2U1@(Z01 U[/ 2#$ 4 ]6BQH5?.$H!*P15F$25W$?T5/&O M (VT=W'$W;);E4]^0*1 G-4G/C?Q7O:S.Y[_&*,9I1YV+C5DZ4)#7\3).";3 MR;Q$H\WAS^ _HQCAZ>CLP-@+PH 1QDM(@6G>3S/8D8#0)U,XC= %\G$8>S:5 MFHBR^%KB2&SN*:-ZFM8T^B4?Q PEAD%*2#1]L+3(BO6!69.@#Y])$#!@&L-G M&JGJ2Q*G8Z#P/"4CF(\U2)7EJT 3898%)5=1/Q/<((E'C(N#R\+_(GTH"N0! MM!4]F1ZB("H'Z1:E4PJ,R/S*;!*(F"@6OBG M&\V MCD"','-8]U[I0_A?-2,:5L%*Y9'ZEY/**, )1"188@*KPZ6%,9P(?8Q_@9N/ M)C%8$@I5LU 6>C7PAJ\Y.#R=P\->:2=&X.21#5+Z%'8%I@93@,$0)2YU+ 6$ M5.QE-%OZCN8!6@PC"7$RX0^5:K*4E6 4;E\844AGCZQ>O+HM>@P<>@T_B4BV ME+G/Z4O:-1B,5+6EA,))6?:H;:'!DE&FI5H@8ZA$3M!1TE*D8U"F"47_DT0_1CPN- M::)&1D"X\)IK@_2+.J;%OVC-$CO8A* /Q[1%&0&*(G0M41E]BY.6"0'!C\$V M3EJ.]0FQ9LLR\^)^J."):5=^:W]K&V% _R QDJ13UA8AOQ6'/C8;9#%+78FT M,!$+:TB;B&+&1)R5J/U)L3M:1!;;4X$ ;L#8> "'=-Z$]QHF8@8;YW 8WAY^ M-B9&D7OP]@S^2:^9\$LNIRW>*E-W=AWV=! ]SR&44;!O0#)Z9 [".HC *1:9 MX(+)/I':%+5V0CDJ.--;#1RH_6LTV\!9_:%E:4P1336DVAT]0,M1,^"@I=L/ MB)FIX<@8EJC(U6!IDV(ICD$K2J;>1)%T/T]!"*3X20'>C;+;W@2 M%)99,<]2S7Z"4BB@'XZU:XR[AE)* ^KI1PT15.]9P/8CLQ8.J&8*M,%G;T;G MX*ZVNLSX+1:E*+M@W#]BUA-\Y$KTDA6,_U;Q8=PB/,_R0#@;QFB<&L91E#/[ M$]C(.WPLNR'#7:S@2]QZMA=@?,,#W&#&TRS%%P7:"C>2M_J$%'VAA"57@5M M%.2,,.@H* L%\7N&&%I2JWT'$KT/T-KJO M*_[QY1,=Z0PIH5#':P7YL[;B,8A*=I$=$2BT(Z)H#J5/2QOGP(7JV@'VG1Z^ M!:4KKA%/G6'\,N>TIL$DO9(]BT7;B,L(_ QK"6()P8EC M[G?Y6N?P=J7N8\;E;#GIK3LN&4>*#/2^LFN98[1@"CR MXCPK@.W5E5X2I#]:;*;N%:?NL)DZY:FUQ3?4627Q;^P]I12)G%AVF),DC0N' M/Z;+.G:K-;@]+,VH!K[BXRX8M3BI3VY&WHJ#F_F^%*(#,XN-<,%C $<@)F]& MN+P@(_4E67%7J$-\N.2^S&X14;Q+QW3"S1#:XI?X%CN25'1>4<,Y9A#%WG"D MJ$0X>$$]%UI&ABQ$4V9 IA=>;X%97K[!>P;7"WA[LNZK!;JA6>8J 7_P8JX1 M=-S2]8:!1*<9]6+_#VQ8E7<.0#%NQQK!+?8-GS'"<;6%9*W MN9B^RV9S5),8ZF616B#BZN?4FD6"R'53N3(0;3SHCR F/\&>3%9,?U<#1XL5 M@Z&.>.M@R7A@#4N3K:'$@WD ^@75/9JB M>H>WDFN<*6W_@!B'=@;&' MB!9V.32CS2NP\= /X4R:5K&]SA1N?9G:ON@CXVY2IE\46E,W++[!UB]2<#"& MCXX$"7M8KR8.A32+GC1XBJ;+9FU"EV=T#7TW*8!9 )8 MK@D:&.O3Z?0]>B!1=K[7L2$SIX03\ ^8]USL?'#6/C;/L>J-3?4RDT>D9%CLKL\P^:?I#!=GL/3UGHF=LZOA-$R=<6 M=T_O'B)8Z>:B&XXD7#1=*)BWL+IR,&H3%;P!,4F=H")UXQAD>5;AJ%&(PK7O MHJV+2[M-!G$K38L,W+8!OPICWZQ*D_QY1L SOT M@;%\G'LA:H(3:]+$L!/C,/LZP@RM]$;\L$* M3O%BEHWC(@JL0MWQK75U.-NKB3CTP_?+RC2/EE/J2A2Z$TG]0.T^SO":V&/E M9A(_YO6,Q0 $!I!X&OQ^%5U,LRE+-DZ4(S*>2.B7HR(TDER#B?)U4Y(F?GI.XVI<'!? M,O/>Q"'\#JLT=!K?-=JZ4Y(JDM><.F%WJ"VW!0:&"!*^\)()YI<0L]"(P!_ M5$$Z!)L D[:!S$VZ::/<7QKG7#(%J$@3BM:Z\8Z9F8,Y18I@+?X!O_(/=2E7 M="?6>9,FYJ(3!T#+4+S(U[P&CNH;?;\(9G.(*6-\2?Y&A)@[$ 9@F/OT&/[; MX=P,9,D;-PA)/P41U[E2N*F/-T9\R\=S+;0PY_M@>B=5AK1$(J]SF$6,]_@Z M!Z&E;A5(D.'D&ZY\<5S)MYVU\V:O!HZ5K8)1FNEL.0KRTDWRF.[0."8C[%P6 M5? (OB1=_T41WMUA\I/6:F"R>U(UHI0_@R+)6_%$;,^B"#L5&4,C]X?JB*XN M3%5F-$S!,S%ZDU2IHLAX\6!S&EY>R)]T2UNG.KRC]NEB'2O/#MN=Z8Z.R_=J M7%W%VM+PD=W#)7$CMSC7AU<-;K<6KV)++F +^DGP2.A/9ZJ4H/SHQ+) $_80UU<04V M5<]01FNJ"@Q6904#CX-F"^,TY=B\3!P*O1.>CQ7CT*]MV/G%L3/B1NP1;H1S M27D:BI#KO$_- M21QPL_C)*JW&4HH]*IFU72-FI:G*7Z=42GH/-]UWSO?A"]W+3GST]S"3(J&& MF1[-3!\U<=5.,UX@D$40.=,A!*QI# 8#K.BGR'2, M28!LTI>1A!]A";*%HM&HCQ='\:PM:D?N:EJ(! GFDU]D&!KCB!(/;P.?("]N M%%0.U7CN*0R0Z'H/D1DT7A'B0*$"(:F/Y?>$#8*&X$!=V,2>E#H_F$-EI?)S M9SI['OPP"UHCC&]EPDJF_+N&JUX<5Z'/[JR*FQX[&1=O@.HQE=KLR:^J\+\N M\[EG8S9(NG\W4$R.Y4+433\0@_V]"L=*6T4J4X=Q$-'DL;-M")4#/'K,PN$K M>:Z#IBI;"YR&L]89XTIEZ YR,*D&+F;2%H7O&GCWMXA*_[]E+A7 ]Q"S2:-@ MX> 4RZN$WQ)^++F:TAV/PXFVRNZ-WU'-EPV?Y3!H"\?0L7PQB4-.5R)L$UUK M9I OK-G0'965JX]1=(5^J#-C&1\E*]69*?VJTC!T&0!=S!GT;(GJ'!:9-SG] M+T\;?M+H<>^(DRAGO4?P!K6&?F&I:+PUR$M>C'B%>$\!6IKM,? M%\S&*8$#SK$MH>CA@W-@]#1NF T7EDB'\*\LR:;2URLR_)&_2PQOY;-3QE"& MM;DVN =&&67:N(,OFU4IZ\WY9Q%%J^%-<5DKEF$Q2S[B=2SR,8'WQK?1=(*% M\OE2!MFAHDX_N E\K+PI*M*5<@-3 ?G%Y,TZ139\6WPA^T(G;&C[@UU1^*WQ M1-L,Q4N9N)PNC",S%+.\H9".SAR^=1.Q(]O7;?$U3]/ M8MUW%1AE/SV(W&# M2.ZV'%&Q7F(P G*'4%4Z;N4SC'6 RE&X+PH*!K MBWHPZ!X8YDDU2:^H[BE!^#BJLCVV_615RFY5!]E"9^B.QERR1!51*JVRRMXI M+F>X:#[927 M3<8*&'%:K5N7&',K=ON(*<=XA?JN4^/F,N9C1@[,Q+(!$/^/\=K+7A.:.B#8 M%,HAR4X7BX74D]9EC+E:)5!"E#6(G*; J%F( M_I&#*=Y8Q C>%DBY%'9OF",0([RXB,]9'DI1%8&9V!)K& P6!]M<4W";<)(Q M"42.AP\R'3C$-RBQ@Y-J9,6+DQ5%>[K:1<,_1]+1-7HAT(,LE^*B%8$PD@PP M/ TW@QPA1ZI(SV#)6Z922R4F*( 8C(YSS;(H]'DB$3L-ZZ)*X]L&5Y_=(:W+ M=7$4PJ\;0/8@4Z7!R+\%8B.9$H33WO#=R^.[JPOGHFA.4#?>4V5(1,ZFWHC@ MOP>HHD'!*,Q655XG;2PJY4A,-'8K.>'$'I2[CB[ 5S2JP9NYB'U9 2MHROC) MZ'9TND.+T4V)92<;X-"J !GP/>](;!ZP[UXKXO\E 28-XL0PG$: M8'J>,XIOI$G;FW4]*S+ML.&#:DE5*N1[EI"<[]SD M1^UHM\JZ/9=S2\UX34 M6;P%Z-C4.R_5UK08XKD#=ZZJ6VVQ8]:>7X5ASK2>_M-- A6B^3SXRDFO*SYX M% Q]-\%@6L)(;EP+RUTZM!A(T>U575(M\/=QC C2P;W0AS/0EZL"#[5V\(N; M9N]CF?X:9U>JG>LEY2NO8.BD:Y+#^GK607E.>^-(.?Y'G-& U K$QB(KTGA M+/G>=7;.=@HW>36,L.F5=(=C4#M5IKJM2NJ!D 0\Z# /@F:^3>UJQ#M1KTC' M(E8V;B/]%QQ"3\.6JDI[WCQF;![>)K,91&W5=5AEV;-)G4)%X&S9KAC6Y_1G&&%$NKG>-7X9 4RM>VNG^_E[W\&"O+'1:1('?PMR7Y-X@3+1.#V$_YW?,PY.N"/M%T@7[J7:"/MH \ ML7+J[3Z,>G&D1Y&DJ'S/W(-%\L[;]..VFH];V?EPVK$]6J883/$J;Q$H$E$+_\&])-^!%MV MU0:A\M?-OOFQZG),KZ4+4#+S$S3S,0<5MEQ=K'+R![?>4.#/W&*;KG+P+AA+ M'U0=Q01MEQE_<*XB>!Q6T-*B+!A=BS3Q_O8*_OCWL3QV!YWCP5F_TSD<=-M_ MC$%$N"%PLV7!F6-R,W<'3O/P',R2;@O^.CK?Z[;!!H,_C\]/VZ>G^-<)&",' MA_C7*7[-'YZ!\7EX!']U]\\/VJ?'^%?G?+]]>K#[2F1!AHO?X"M?WQDXTV^_ M"&.\S%M?S.Q!FOJ-?97@YEFL/R#SA#XQRORDNR)+M'/8[BQFB8+DZ706?7+_ M;+$GX>V+P; M,>;"3W:[0'N+@<#-#KFLR:-.G3'6@%K)8RM]J#@ZC+,][JO$",5VX2D?WMU]>OEPJ2V:C)[>]8^ MWM>THA?Y]J\-L6Q3VGP$9V,[JNCW.&ET4,/3="<;67[T]?GVP_QKO0:?7OONT9:G^AB-;Y5'HL\IQ M^)NZL-?VI/(TG:Y1('?;)\=W".29N\_%D[7>VIVY79Q,)5)88_/N=Z!_;&L9- .%OZO?1HG>* LTDZNU-]2>Y) MKJ6=;C)L'T2@>/6WJ7L_?='G8]V(3N\,:93;+?#;+K,VZKG3%RMV2#(9'CPE3A1>3:BL-,3TY$5ERQC9%:RO=^-H3 M;D=@^*O9I#LWZ8@V*6UVZYW+,K] M'+T/$'6KGU.UEUKBR]Z$7N13<.PE;<:[,(YQSM=_)W1([M!]A46LOV"G*O^W M;^_7M>Y.]W7GE!8T&]I;[M^[=;:::I 5O+K[O0HU\N'XP\F'TRW>_,U4.&U3 MRZY_H]?MFBU5=+5]"[G9\&;#-[;A#P\OUMP17_/.+RW37P:A/_EDM J;YA0TTOCIKH4P3?4 M]D2I;1$[>:U4=WS6V-&-'?W$N/V)V]'K2K=8QIZF"J1OJB4; :O/@\EL:/)9 M:Z 'F=DKHV"PL@_OTD -U3UCJEO6REX=U8&U?=10W8NCND=9VRNEONZR5G>3 MRO>4&.1I&*CK3($M=M*\1?!K!+]'T(M6U1N%!OLU?J\K[R_CY%+*](-J[4C\ MO(5-V.$QS%[ 8+MB1^$$8(\2"RL (>L'$KM&F8:4L6HDM7M_7G"CN5YN-'RU M)&P%P \[C9'TXHRDNTSSE5+:V\/V27/#\O((;!$K?-6$=KSB=)&E L?+MJ)= M>^"XF?TVJQ*:^:^[2$&C "X(K;;V-BS/#%BMYX,PAC>XX2?J_4ER>0U-=^=Y MCJP"T)E23B0V%15IWD]EICO/JE_TKJ\3>>UF4CV)MQ[P-#R+[6%U(]H4%BG^ M! 459).6U?T5CTO W=#.BX+6 + MTBS(!!P,2!LO#VF3$!&/N[KM<5.0V MR(;"#[!+-8P+Q\*[*?T6GVZ&X^014*J+5(*?X<**KK/H:/MPDEYF'40ERM[S M8UV2=[^E,E7='2XE&+!@F,TMDWXXAB?&4?C>_)1;[/B?'.4N43FPR#- MXH0Z. ]Y6M0B&TX8T3\'/$7!3:BHRS.UZ82AB?B8M*9ZK>&PP6@,IAZ2?IK! MS]'D@IS/P]T+/D;XCAN9'^YXVTM3HJ4)%5KMW228D]]UVBCW[^/&BV+++8LMH0'+FUD"9YM$1+^$B?9( Z#V%F$F)< GN=IT0=H)$?9^5['#A%.G;+= MNO/PH'UFGN.XY9H;3M_GKE]G;ZK0VF_CQ-]3H-5Z"H5SOR)T=Q3$@?=P(?5% M J,[_VB+WX.P#U[BQ66O59O).>L"P>\>="Z[RTF4BWCO8AC(@6.)B\_ LZ"\ MD6-M0=$6GQ*UH>"[@NR1R0T:.^C.&XX2S%&)=HI)5:(9!']_0?AT3Z8I_)LT M.^I.5XP8;I]_4!9O(\.>,']W!(8=V#$"K9VV!Q\<%9^WC];/QPPV_U7'W/+J^0;=Z[X!PYW^/$ M&P;NJB;U^"UM.96T/\LY:N8-ZS2LLVG6^1H#63D?W1LW6D07;I)]%N4>FGS# M.PWO;$?M?//B+'N";$/SKAW;U*5KU5'[]'"A_E%GA^W.\<-;2*G^,O=E3:PQ MZ:9[O&0OG"W.584)2U'(;QG>^ET'GID5QP^),N?G@@R36:H"CNN'KO?CC?7W MJ]P!?TD>"3B[QWOW%2T_DL. MQJN;\GUJ907I]J/:GX((F^XY\)\LH"MC[=*"S!N/00N0V,EB=4/:4W,_WY R MWV^?+J3,N^W#)95YQ31_![F(LC%=M2K',/G^R?WJ_)A6L6IM_O@%_*7;.MK? M;SG7,L(,@W"R68NN(8):$ '8$,Z ;K=,RLE7F:E,+]'3%^\[5U][Z6Y+I),T MDR,8PA-C)0G13)(_X<_H6IJ;^H:67AXM_1H[(]8\G&0F!T$D?4J#T-D( I,E MTA9>ZLMLKP_4XV/5%U[X7R?N"+Z!OP8!S D4$MZ:TO-$8:-Q&$_@49T#0-^L MW0M]@-9U37YHHW@;/IDCRH0^BF)A[Z(E>/4/TSNR8S:WW*M(*&YO.9,XYV2[?()GE;*R#I ,CT&:U1#^)?\@$)@[N;"),2JQY',XCD\E(^@'GQ6X]WT@A M_F__9&>RY?QRZF5"B=I:Z>/9NZF0 6TOR"G8X&2B,[IAWW7&Y+4;1%0)CU6" MG$X)OTWLRHG /MARLBP6('#TL>6DN3?D4.?A?F?GQR[) GP5_*^599X4)K^R MX-OB&_YTWLBISAC%9'(?JSY@1937B04*?N+>PJA T*,X"F3J6'G"]B!UH*4O M[H3FXL !O6-&>$^,P*FHG^FL+@TK7!6L$-2#!J\&1%A:Y#E&AA3TL12#BYV" M:/IN]&.W58@E+C'!5%ZN8@#"!9T"&T'D,(;_SSGDQ6CD7-Z5ZZN'PK!\X$DN MB0$Z&:MSH9$QTS?#XA[0D ,PHZFN@5Z#Y1)]Y*%!F&-ID"JJF%ZQPRLNK1/? M3FQ5[(,M%Y%C$]CMT4C29NI+@1N)W*/'LRIHMD\*O?0'K34P"LJ14H-UNCB6HO!SV$*!_[_#_WWS M:FHBUGX?+GTQO8PH(:4XUYFK>'V2^_,X^>XM9G\@DHV+DJ1+#H]>,\XZLG#?1D7#P@*/6_VU9)++&< M10I%6F+G%58TO-(7[ZH&0CVDRR#H$I\\99=*VD+0Y->)Q!*A6(3!*.#Z1ZJ= MM>HO-*R4LT.5R\B,0E=4Z>]:0IL^8+#"$B4G >#+X'& M*WHD+1%*!OP@VP)D1!+?VN\N3"LT*X*,;707#0RVOBB0:SP4,5H3F#U9^ M8QVT],&]9\0L4+@A%;N!A:9M(>W,X1SH':3Z;50M\#9R6@%6DL51)!D*!]H&H M0JQSI569=(T[%:>M,%O*38D'E-*A^JXQOWOC M!!SYDY;H[G? PP-)M\*/"^%:D,16V,0T:@+8I$WQ0#@_R&@ M#!7345DXF^CNB"]KT+'S5*D]OPPL+Z9$4JGG-;/>3O?;G9.%K+<.:.;%GCQK M=Z7O.*]FZU>Z]2L'V%+# M7]+_5>O^)6X)[GG_?(.IJJ;C3H.) LQWFV^;F\PB%Q";FTVO+A.IU[;H#"YS M3]+(JQK(JT4]E2EYM;2#I=!"S&R*?+[&>GBB)+$:YY7M?C.E>;['19R,8\*# M(B]DV>A;0S U()@%9,@])-/!0'1S[B_PW,$=;I3%$Z:!C2J+1D4\53)9M:AH MSOVEG/M^^Z3;J(BG3 .;5Q%3=QF-U'AB%+,*;=%IM,4+//?]]NE1HRV>,@VL M4UL@QJSX5X (N._BR&^4PU,DD%4(B;-&.;S(/!/.O_8A& M-3Q!\F@N(IIS?W!TL=.HAJ=, ^M4#94YKXV4>&(4LA+'H=$.+_+<3ZJNJ76I ME56(Y ?I.'0GY]P%9Z^/K0&MC+TZU)9VZD;^:Y"'8W@N*1E=DX_S,3'O",J'* QJ>35O)1J2[A* TL(5'<=GZL-N'F.FGO1"<]S\U1R M54$!7(-%"SOI+I9C<#T"%0.K5:K:&RRG&0RP:(,'=W C-;:!F9PH3:[%%>F3 MF1\+_6,SPQ9W\8(/5($P5<*[/R36L\.\=/EZ'I3=KC)X3;J MGYRJ^B>QG?HG9[;^26RE_LF9JG\2VZI_^]7/?WW;R'C8IXRC3P NMC&HK9NK;82GU,<^Y;UQ9; MKX]I:*"VVJ(>]3$-@6Q=2)PUKL2+//?CDT8Y/&4:>.[U,0UY;-UO:"XB7N:Y M;[T^IJ&!VJJ&FM3'-!2R=0-R*_4QS;EO_=SOJH^I+BA8'%)]8[HI''=<\Z2I7L!.BMCOAOIH=#K42*,[ MU3U2CI<_\/+%2Y42USOB1!Y 5C MZD=IGM&V2RW[0'VGOI!ZKDY<7L_8K"EZ0]5Y$HO39.HE05_WM0E2 MD7+U3EM\P =U UU3&<<5+$-J90GSV,-_8[515NK-7DRF+7IW/"?,<[KYJ3?$ M,BVJC<$7OXO=A.KTOB=YFDG=TM?-> E8T8/'2G)N"/2 )6!CK,9SP[:X&CAN MJ9=L]9N#5+^UI:K 8BH1 H/V-@A#G%6:C\ ^<7B!Q=5E:S*D6-7Q?<+FPIY(;JZ894"=OWU'/!15_ (OM)\+@5BZ:1:"V-S\9TK^15LM;S.I@1WY4J=<@8C:IM,#2>I/Q! M!?XQ,/_/8 2S5%7]BE,MU% V^:+YTI MOBSV+FWK?KGW\;+U&V6?*N^JC^@=8!/F]!V"*FB@B#!V$40A2-.<3$/'4T-R M<"81C%S0S],@DBE^4@ G*-L27P$;',4C-%I"!%AA]P11,/2,1S1C01 >R03= M,>M%L^]Q[/>@E['D"Q"K "%+<%FI;2>;&1O'%,=+7/2#8NZIJH;0WIIC_7JD M]AW/5;U [X@D0 U[5 YR$3"%/6X+SB-A_QC&^R.&H2>:JA3##Y)XQ!Z3B9,Y MZ*25!\+WL0<\/8PBS-F?M.]5!U>VD G36)&*Y$E3FV?'(B7V*)#.A]*G<361 M4ZOGF(_U-@!'ZQKQ2!CH(P=_,HSA8?AG.HP3;((+/T*8&OC)$E-L.YRQCS.BW M]K>VVF@O8$)2YT3?^.@-)^L+:=#W0%8PR_.]CAV^O^-JX>#8>JYD7,ZUYRNF M^3O0 6J)=,7W O_]7\?@M)]4WE24+C:4S;+8S<8]^[S2%5Q%CKQQPYQ!G]#L M0TV3&,IB:H>UH 0&?<8LF^9]5P&+Y2@B[6BD&[GA!'B2F 6)D5@4V %AE$A6 M*@@A/(]6F5>= ?!EG*!I95^=K(X6-1!>0XLUI$40:XXVCT2<9V$<_Q"Z&[UE M*_"? 1LD[&S@$TRYQEIYLRX::N19S6E(1YM30SQP2GFJJ$?]O37R:410S)I^S"5(*: WL/W1=$G]2"K$#D5-:GC/R& MNEXL=4U14P&X.00W)DXF;Y!*&M7U0JD#G5]037A=K5Q5[P^)_P M!AQ[[!)JJ8)(I;A1FNI+<.7?Q!%[SI;SPE-*%:!H8"9=Q2#GTXHN3@^PR93H&@P8*ADX.CK(3KSXQB]_ MH4F+<^5U%6BQ HV1E@B#/_/ QY7B6]B#2H+T!UZMRY3R*#B:8"WN6D8@6S" MYW().D4-RY$#IQ2+]\!PPC![-9[%AH=6)":W8DZQ3 E #^)%NS MRDMVF+K@ *_)["P[R4L91]%-D,01#]02:4S&"![(-8:,(DIV MT1D>'[[]O8/CL:1_?*87B1G6+E"L M[L8%"[P_*>+'VBQO:>.[G/SAQ.,Q3"J/@.[A71P<36>VH&H&.MB[T\\Y2FX' M)[-X]UQ$+K"B9<1Q/-+#NT8,QA>HS,!$UQ-'#@:!AX(9)CN.PS!'VGI]ZZ:9 M2DR"A;A@&?8#DD OENXF,DTR!9X]$/I1N2E$2$[(',,(Z/@,9@O$Y>6SN.R\0EIPC' M'MRXWN2U[V:N#D1.'!8!HY%Z.HF!@D=3R[4H\D%+3O*01%#HWBJ1DR3YF,&N M]?R8A3"E# /P<'R^2A!3[&ADJ>)41 2'N:"O-V!(_IC@^%,^;V "#_[;ITPY MM)'&$@TE3^K/S&ZI")?6OPYL!D)'\U4/S0[(]BH2Y0";_ F&7L!W!MI3I;0Y M0_!1>I/\$Q'4E\_#L(< M^U18G20L\A)D$*74LP),&N)&)"]L<@!O5%M 2/R\!>,X#:8N6O&&D*YND'/( M;L,1[U&U2.K\!=W0D2)/T+RIU.?J]A!1]-UT2)%#_"_(21!G(=]D_3Z4*D?1 M-3@]SA#X0$;IU#T<"B<["[3*7*B/#5Y!USI5%$QRJ6_B,:];S.9U?R7;\BNR M.]]0WY/.K6_I.5&@*G.4K57*!5'GYZC+)]S@ME!9K(DDZSG6\^L52:(\IUY* M*C33UKXUG>_2&T9@*"OSE#H+?#87S_84V;JR+(VL^*E%275+*CT[Q(YYBV25 M'K5/IA]EY5 M^N4]>SV3@-G92@+FHK-\#EF[JTO1K5OJ:9-PVB2<-@FG=4DXO0Q^@C6HT!"^ M%7E2<[--Y_Q 6X@Z+#&@QQ0I394H%>E==GZ94W0N:PD,:I0#&BV1CF/N(:;2 ML":F)R!LWW0J&L=H,+]LE_VF4NXH.E$Z?[3(B$";V#&YI-49GYPK"(8QV>D8 MFPE2E>?& 6G\V@RIHRAJ@):>!2>0Z8 717S'X"51'FZ1GNGX)6-&[H[ MN@$2B4&Q5@LZTHQ7D8EW@8SFG_D!WERB\+0N]LI$AJ>3QD6S5'.C-!MJUO'I M]1DM31)##9,8+I1=TP(A-M \31:A=9^]D4RHADQJ3"9_!VL?#%4*VV&4R@,G MH2&%%TD*'W5J"Z8=N#,F-A6_*.7>$,A+))!+ZA_NZ.O^A@A>(A%\B;%/.=*! M*@QI\F1?*BE\=W\Z5@)8?:[<9QR\#),+%L\QG?*BGEJ^J97I6*1-97;6HV.2 M>N]+0>34+'VQ6^0V:L0SSDZLA5/?))8VB:5-8FF36-HDECZ+Q-+%D^GNSO7D M#$NQ\0Q+IS+#4FPMP]*IRK 4C\JPK"4U-*F53SJU\N7@=1[L/SF\SL4206?3 M/QM(S_HF!U:$!)XZI&>W@?1<15[E3,/D)L6R2;%L4BRK4RS!KPPX!RJ ?<;, M(DI 2TS>$D4,PTG1:V 'G 9PU'R,+\:WNZV%DC2=QR9I+H$%.@\!5#GUSO)I MF6)=:9G.W6F9=R0;/C@-LTB(;)F43&>AE,Q%9*/A2"U%EI MKN12$*0S.)K5R:TFB_4]9;'J;0!!Z=-CF(&EZ5"Y3"'U U6'@/?D\X]F![Z; M8BV3A*NSHGU*:W2'''1W>R^%HBM;&N5IPXK84+!C3D4,H(SBT3 M0)1, ZE@HT&T@0$XQ'K;'B54Q69TRUR>*,*DGG ^N>]MRHBZ"SSWME>Q]:N MJ(SK!$.*"4N. B*WRK[AWQ:AQM29\R"H6IJ9VX]5NR2Z1B)]D04COBO%_W*@ MG@+K42%LRZ!NU$-(27O\46H9:K0"Q]X)-*:FIF,MNZJX_+X*-XBA $2$=?;:]%A72CHECS%-G-J>>5;IX*WZEB, M'8KWDG=8:B21G;NRUMOBJZ2$9$_K?=C*+T4G(767;29@XIOJ]SQAC)A'HF2I MI@A25&H?A(#7?;QVJ3Z6NTFGW/=+AJF\Y992,U.NC0!]4DGH]&[KJJL QC; M5$V6>I-"U&2I-V2RXA5\T(5'&HR:L-?32IZPV!-*GK#1$TJ>L- M*32IZTWJ^M-+79=V$JGC6A/?;A\@JS=TT1*HD90O2%(VO8 :&EH!#=6[%U!# M/C4GGR?="ZBAKAI35Q,::(B@:0C54,=]-G#3$*II"+7&AE 2+_%^ M4[C?%.X_\<+]FM64-NTZYE5ISI1X/8U^'0>=>I26;DY'-E 8#11& X710&$T M4!@-%,8SA,+H/F,7^)GX5X E2N]BI6$: M$(P&!*,!P=ALGS&+#TF?6IW%'&4WSG_D\;W$%@*M4*!B*/Z+$6._ C<'_(/-7W*VY:.+J^8Y525D2\N>QS*,9R',=QIN=_%,5..Y/%QW(G M3[\$@:*(%@@P6"2S/_W_;K6!H!;+"Q35BYF.11*HJGOK[O=W.5CO_@W^NO'L M]L_],HDQ>:'TRPQF3;F>[TN.@G QMB83*%ET=XL,2WM[>L@)P+VMK%?R"0F8 M@P48QSH\JUQ3& (C$R#Z=;'!2[FNFPYS/P>-N+P>RWKKI"9HX'FZZN@MU"TJ^TWL(Q4O&(! M9C$A&B1QAODO_)@T\ WLT[RHH8W<_WN0#!OO)\I$TX\ M( G@/[#M].:@WPQ%R+]U0V,0-\#,M*T/,KY-O<_XMH"#/LCX-O6>X]N2#S*^ MS=I/:""UHT:-19RRQ94VMT_LU=6-E^WG"KEA$< $HEE8IN#7P^\M,QC6P>]+ M]7[8HOA8"7]?JX!B&6KDKEB!&+DC5B#&28.W MI<_TZA/,_)*L_),LF'G2RCWG.RC)$C'V:RC+K)9)DXD.7C#63Q MZT34^]6))!^I3D3=K$YD1[[;.A%W><+ @L@@$94P,L'E.W #"VCRU@"%.58# MWE>^B-,+IHGK=V^G%\2"SEC0&0LZ8T%G+.B,!9VQH#,6=,:"SKM7T'F/T,:> MW&VT,:I!VX$:B]!BL8STL%'+:4R.Q@%(&367!!4P'$P,(?*D!K+/P, MA0_++;( ?K]-'H '@=!9#,/U<*9"E",S<0/+2S27C 6UHGXI%_T!EI[WV:!( M:XC'Y&$,>64\#[G\!P,Z"AV!A0XJG\"]9 -RN^'9'_:!L^148XA@L]K.!JA+ ML/V\YT,?1W(BQZ89+XE44F?GG)Q]W3##+IC9Z#=WRK\(.&K_]X-B>T4F-Q[0 MM1Y];&.G]B7XXR_10*\H]KA&[X1IERZ71S'D-1,M9$+L<&*)CFJ.7@V(*G1?,TE<'!;7DMXHV\=.1+O=/<5@[F7%&/#QSN5DSOU=W/U M1E-55V;*28,3,SD NP;K%\KO>+]Q M$Z$,?%;=M@<2+^)?4@ET:RK*FNF?I7N = MN0)>=B:6A-Q'7L XI3(B"U8:N> ^G1X-X&UIJ1'^XC/YPPUB#Z M:\P3L3;LOK+"R_0<_%K$B&5C$\U9M/_!+"WJD<3R9"K'4+.!^5N7+:78R=C' M-9(93:UVID&.#.0QNWBG(.N&Y6?A*%EUNY*SY,.5G"E7;IZW-^_+.R4[(2=QN(('RKR<(.57"-(H:X?I'#A.#7 MF2D,='.NVX*+DBQ[F)CNS!-.4OU#&/ZFA8J7O( #6@(A)L'^L=PQECO&O M!!62NKU"NG9=XJ?SP5]@&4*]5$:[M*/FA!>#H@9J_)'4R/C59@M-L0QT-;H@ ML"B>R 0LD"_^YT<3(YK1IBD<25!]^X&1?&^F3;;@G";M"@U%_C&;\3@:L-7@ M72SA'+H++>$@*@."GR#N(ICG8$W03R6,)5]0^(46:RODPV!E%#;:NSCS9C ) M\2GDUI<8H%W#?K>3.')W&11MJB6$,;-PCG,E5;]>L .(?Z6XWK$WU6FY1 X4 MK+Z:'*]2.OFW,X>H)O$+P3:D,9]5H4>")LK@:N)2@''!=V_)!S-I0(E1#X*8D"<@+(;\),UCP;8N/OYD_ M?78M>_WP\?R;ZW4R@7WZ^*OK/O/K;Z_[S&\//\(W']^ZXRKYH!:K? A>P.!) M6#4X]AC\^_@S*"\1"#)Y#?QM]$'\R?!+X!*=P5:K#]N>"#D3W#9&YSVY8B=NKMDFY0 M"1]Y)O+,I3P3.25RR@TXY<@%^B/31*89,LU8AUCDD<@C/H^,#=:)'!(YQ''( MGI[Y80[H>BFYR"T3X);;1OF,@UP2NXI''X_^KW'TGU(]7B'R M_E^4=/&ZQ:./1W^/)%TT[>\>_6]KVG^?5F?)SSC2,2J\.T;Z:.3<&9I'31N/ M_OX=?91TD>:1YI'FT9F)]/\DSLPQMJGK!ILKM_'RWS'B1X$?:1YI'FD>:1YI M'FD>:1YI?K]I'AVXNT?_VSIP5.3^RN'F10%PQQ@@"OU(\TCS2/-(\TCS2/-( M\TCS^TWSZ,3=/?K?.@M'X-3QVM\QLD=1'VD>:1YI'FD>:1YI'FD>:7Z_:1Y= MM[M'_]NZ;J]D[HI=SINTTU$*W#$NB)(_TCS2/-(\TCS2/-(\TCS2_'[3/'IR M=X_^M_7D7C=ZDVZQB/)+NZ+CM"RC(+ACC!"%?Z1YI'FD>:1YI'FD>:1YI/G] MIGETYNX>_6_?%D=3Z--FZQ)S.M/%)G;(W3E>B/(_TCS2/-(\TCS2/-(\TCS2 M_'[3//IS=X_^M_?GFN*7%=4IU$2W#%.B-(_TCS2/-(\TCS2/-(\TCS2 M_'[3/'IS=X_^M_7FCONFT57FU59&T).[QP51\D>:1YI'FD>:3X;F'ZN[1_[8.U8NU;DZ+ZM0NYY>T.=-=3)/=68Z(6B#2/-(\TCS2?#(T MC\Y5O&[QNMUOFD?GZN[1_T/7'IKL5?*V@1>F&7XW=I7=-:Z(FB#2/-(\TCS2 M?#(TCPY6O&[QNMUOFD<'Z^[1_[8.ELU2V?4457*\*JHTBH*H>>/1QZ./1Q^/ M/A[]Q-1^-/7O#,TONV[1XKY[5^_6*0U86U(O[6KPWS&%,8'+&(\^'OU?\^BC MV7'_:!ZO6SSZ^W?TDY1TT_2_K97_=_A2\L]"E_D!_J?KMB_:L^1E\4[G MR:LJJ]W]VC_VV]OI^+=='IW*[FUWZ]T$U2+P4-8 W\%7,]=XTKHB:( M-(\TCS2/-(\TCS2/-(\TO]\TCY[=W:/_[3V[/_LB+[IMO/EWC/)1VD>:1YI' MFD>:1YI'FD>:1YK?;YI'[^WNT?^VWIM E_#G,GIQ=X\#HM2/-(\TCS2/ M-(\TCS2/-(\TO]\TCU[COGE**ANB=H7F\;O&Z_95\@"^^O)/+_LM=P[B?N)^X MGX^RG[LNHN^CBKYMF.;7NCKXH0#JML42Z(L?10LY6LCQZ./1QZ./1Q^/?F+Z M/D; [@S-_\JF=HR&Q/W$_<3]_(7W<]=%]!W2E).*AOQC?C*WR_FQ!E)7B 06 MZU0F94#%HX]''X\^'GT\^K_&T<< R?VC>;2^)T&&R5C?K^NF6\)&:KN>MWU3 MH04>;^0=8X4HA2/-(\TG2_-HZ,;K%J];I'FD>71N_MIDF(QS\T;G>KV)]95W MD/11ZD::1YI'FD>:1YI'FD>:1YK?;YI']^WNT?_6[MNKX^2X7F_*(JTR':__ M'2-_%/F1YI'FD>:1YI'FD>:1YI'F]YOFT86[>_2_K0MWHK.N;I*7==:W'B#M MJ^I8#1&IX:ZQ0U0!D>:1YI'FD>:1YI'FD>:1YO>;YM&ENWOTOZU+ MAP!\.";2+L>@\D4TOL_)'Q$S(!Y]//IX]/'HX]''HY^^&?91S/ ONW11ZO]1 M:FQMAX\^G(VXJ,M\[\*.RK)VLZK&%_,M4^<3V*M'R1+(^%__\>SQX3??M:JP MZ8=DHYLE_K;*=)+KC:[R=I845;))FVZ6])NZ2E;U15)T;9+B2'3XGT8G*>]. MYS0KO='NWXLM?S<_+UK=S)-7RZ1;Z>#UB7ZWJ=N^T:JK$_UG3R8R/6A9O(-' M%%56KW726O-YEM1- M_-B^52-[AJ6DJ2E?B_\'&NSPMX>YLLFWI-[Y/WVU<6 MP&A5CNNU=*&G%K0\%2S/?24IVJ2JNZ3>= 4<+YQXDZS3Y@S?75=Y@=^![\-Z MDM/B7%<)?$W/=C?L'_(ZW29MCQN9)T?55G[H**+:#FBG3[?TS65:E+CU35/G M/?P:'VWWTNBV+SO8/YY=FKP,7FF "NDQ\(EN9!5)#0]I8 -KH#%>%5IKFRQT MEO:M3NJE^[&"-:>GFC@%N*IH:<.-+HG670VO7M?5J3RR6Q75:)[;'7SJ5@9G")OM,Z9&4[1G1-BVE6_"MKY$R@.!ZKXKZ_HL@><) ;H&>96V M7F_PF7U%S#+??]\^V>7_/JW.DI]K>/04+K^M'H5[GY2XJN0!W+&RS^%OR1+^ M@A\FR'7\\8S^!VD!KQ=:T%]0*!19L4F%\?'LB?+T:4'4I.\_3+*T:?!:9Z!Z M4W@O4A>O(=Q,OC=X^9%1^(-NNT$%76[QK756$']=%-TJ6<$6#[:%+O,OZ3^) M3?8(BCD?.K'\0@/7TT?P3> BO,?+'M\ )XG\V\#I_EOG,R7?;OO%OX!E\;;! MQ>J:(N-= LO!OU.X)[C?%MZ(MQR6W*0Y7L9E S(,-@U/AJ\R[Z-T2)NM\"I( M0?Y GY/P0JW;U!=P;KE>IG*%!S(HR^ >)')&;L5F:V6Q+CK>6 ZW<V_P17[ZNEU0SR??ZV_%R KV^27ONN!GU!IM'N-J/]>-;M\ V)H48)M^)WW MWSALR1-S&U :!PNP"\X.%AJ4CGZ>EA?IMH777R*>1S9]#)M<-,7M=IQ,00HO M0"@'BZRW\5:/5D;(Z[%9@7* $.$_+GE3S M0!RP[ /IC7\G*8P" MY>%A4(K"5\"YZ%HD64,$MM?*X:D2PH)$D4+I<@YU%8 M=:BFSTFY:U3V/?P-1%=N1!,^VEIYK 9:)WC)%N =5772;L"$@ ?[;P5%<+$J MLI5]&&B."@TMV$+=:A*=1F7,T%Q+$R/4S=OLE^%ULE>6DFDCQV6V71;IHBC% MW@SUC*HO*CQ'_%I>M&"@XK]V#AQM8Z,YC?9B*NW*:#17BPS$.YX5V$/E):;) MI^/#MPT\-V7=A@8!6'A;L0K INY <8 62YU625LX8MHA;JM+S\"$A0/'/U7P M"S1><[C98,P2UY)).DM(7X+1FFF=^P8CZT?\$(ZV-,I:"=^EYV#NDO+JT&X] MTY;T<*J>$2G^P%IKOAV!Y=M8%+ND7L"1B;$"C NF]*8&V[DKV-) E=]V*?T; M;?2BSA52'-2[7!U_M8;!8:N_U@F>X+DF(P!Y08Q2/"+]KF@[$=[*8! M/7(7-P1&3CY$JVS<956K9U4[SX^E!F.#$OX8^N9@#EQT;*HR.U" MVQ%>4\()-J"<0,S4S:8FFS?-8/^M=S:P,4VRBMCDO"\KW1BNE!6K#-C_5)-% MB]9>O0:Q-N8=SI-CL8 MMQLIB^Y/ 3H5%H/,^_C1=Y[+2W\Y_(Y.:=,W\#IP M9X&/A,0BZ&:*Y"M*0/_)R.)PDX69/,.T:VJ2<5UQL&S2/L=_I!EQ(NDPH=!KP*W-\O-5R)?JU M37)1]V6>K-)SS8ZKTRTLQ,]P2_PE?!U]D1Z(\J]5Z6F*K@C]REG:!2@)L-'A M!&M^(;$CZP7];J.K5AOBG\(%Y-N?XKF!9N%?\"L7>!O/46_GK(]8:]%GN@)2 M +<5L Q>C7UQ,K:L*3BKQZC3=8,TW4Y!0?VQTI6N*A!: M_ $+F*)#3D=N0O55L7U%>Q(V;/OU&F\['G_G=*"+UJ IXT17V8:Q!9 M' C%""[^B2*W9"6D'5C+1KB[!\^3-_3B8;RE,-$BO%OY\%#8^N5;M 2+M[Z M;S[_:/2CSPO0 57W_ #8\]EFC^<'>O>TJ#AY\M7C^1/[/ M8YE_P,;P)-NQ!]V"S_[K/YX>/GWTS7?__24N)5S0!?C8!Q*S>?Z4=N%B(KM? MO_8Q>QLH.CCN[!;:@OA:O6%)\F'6=/M#57L=YZ)M>Y:DJ;%HMBP[;6@=K6%S M.T$&PT6KT+8IV:A$;Z#$2%X%5B!G(O#9E4;' @P/\!LRO6%WREPR>J>+Y2WL MA26?ADPX>"N[,K06CKSC;_F:RX/L@C'YP3X]F,2#.TD2!G*+M M3E+,,V;;OJ75BGG6K8K6: 6F9;S)]^4FOQ*>5V]0(TWP0K/K2U;,4 \E?=L3 M/S?H3U#J$/Z)%Q9V!)JO9>?#^6B!^FWQ$N%M8BWG?Y*<:G3V\-'&FE)!_(V\ M>]:YX9(X"P?KN?2AL%-Z:'*]AX+W:/>@TN''5L+P@\R9D$1!QTCL"3]RMW1+ MD^S))BW(3Q2',EGT'3_!^[4??0SS%.T*!$R+4;JA>8/"V.W;N%08%O$#.1?L M4\(6T7?N3![G8TNCZPJ>?4J077KE@ >1,%T;9.Q\ZXQ_?0$.E):0K5&*?!58H_F/SO4[>@S% M6S5)*J7=LF](#P<0]MZE?FX;6S!_H8[A[QO$/->!_,46#(+9OB?X=?.%S MU*X4??+/(Z^)D\%KRL[H9Q00*+=\R7#USK%'SN4%+\@)JBN%^>Z^3"7$@#:V M2:3#?\H&6O"YRI0"BA(=@H=_QTX>QVLHXD6'D&OA8-F>U>+T?#3'B;LYI$6\ M+0I)B$B4O0FZ-*&NZ;,?]EG74]1/6!C#)NGE&-$Z@[E"Q/@TX:7;W!= M3H"JRK_UIQ0Z==89.=4TH9/43DG3=BZ8P4SK@]<1@$WSZ$F"JKQP\1DDS WWJY@L366>9B M)4:A*(\]DQ2,!.X4N(G\=(Z=57H)?Z%*%@QJ&36$3^<+E+I ^V5+_WCL$&VY MJ=ERKQLMHNC+8^#\N^&>\545#VA#.Y#"#E)L?O)F3.BAQ3=/N+(M6<'IX!7 M>T^:U1>G[JI)@)>"M'EPD8LP6R1VR85NAJ^5H##J]0*8&U.8WN]L2;G45'^"5UNQ"AQ>;3H7#B\&)2Z^\,1@=5-H3&K0L?"RC'MXI>7T"8-\F$3M M0">J-SK3Q68:<3YCNW'1&Z7"+ <%U:"6XM2=F[M \39#TD:*'VE,H= BW:!15=$#O)P0O!BO%)"$2PFK MRVOO/F&M:]FMZOYTI4SIV=CY(-W%E@4C06/Y.W[DKI7.P=DS"<=EBJ"BXJ,XKU[9[:$Q'93HFB3S0/51G&6X8/U. M?$MQ<;R5D=_48[KBW^$2TY:R9_)NA?5%'+[93?'A=G ?E!W3 ,=6'\A4IV@H*DM#7RT MV]U@!8E+G^/EV]!WT3NN]"DH)92K,[F6ZTT)%XHLJ&6GQ23*C=2D@I2Y>K7F MI=&G8G2%=2 N"YJEK0VT)UBE6S1:+,)ZD%A%]N("$F1*,<;\"K>W)C;?.' M@U(^TK2!W/(%M=AEQ/=^S59?F10YTLI=VZF4/'_[9/[XZVO5/'\]_V;XQ1LB M"7RX&F(J5?E@1<037_I7WTRCW/FS6$/.K*#J% XOUQ341*,!S9=-WX!^U5[H MTX@4"85AH)0NGW1/>;:*A&MA 5SRR28S)2"H*E&L)E!O8C>1<[Y-+C \D&N, M=+)?3A8,28Q&GZ(]A.+,F!QFI3WE6G8LIAD6 P7:#]<$>VI-VA,\&BQ$ _6V M3CM3>[QKV(B9@28]&D37L-5$@ :!;D]&V[JQG-6+B?&:6MS.A8==[HO>/1#T MI-F697TAY46D-'M;&4ID6NCN0FM^*%6'IE?O (Y-!8PAD4I^ !PK'$K13,1: M.AI&==D/13B5W)L24#!WJH1<6!>::LBP8"TO9MQ9@0$-B@?8ZQZD$E\M MPU8 J?$A_O(]_A59_EX/ '&;J;>FK_O&%%TWE!4F.(Y5NK;!P7D5RGE(6'U9 MM&E^GE8=' P:\-13-0FV<@@NL&98';D'IA>1MP4D!_,6G*HM< J5L)*LS,'A M0W*+0X15LYR"H&\3\:15 &M%7>VSJ?L*FT9=V8AR$:J!%[73:0JB6EI?I4U4 MDDX_U'E^\++!OL0_T-4ZZ1HDYAM-9AO>\F,JD83?O;8EPP5AQ*N:RHP?\FN=+TI5ZG9\1%/3@7F #"5L("O0AOWCH]TBC3]X=';U<6/'*PEDM9 N-_FY+, M6JX0I8RJYY+YIK-MFQ4_"/L^O<_-IQX+9W9F)+?*S).7*+/>I;APKG1$@I!< M(![73 834=ALJ)FBTA=)>FK%88*=%3DJ%S0NC/A2M'YK8_A]$ MRR!]EQ)D&8F33$.*O($#4H?/E@=/O!KVPV^?/")RXYD5'*L9;%0ZL#WB^K%_ MTOTB[[FS@1J1?,_I@9Z?SF= 7^[^:+3I'E N?@2^V-'(E<4U)[QF$?"M](9S MOF9$"@6*8Z&W-76BNPH#XZU)_0G(,L,N9. =Y =(+_6<_9L>/MAG"U8P@/9N5FI MM:]V*W^-[>JO\Z'B]I7PK-"9IS1 6)-.34%!, ..R%&.;&:X%)6(<&> YY)A M#[X^$P+SRY14XOBF$4F'[<"0]^V>9 DGI2_JY@R>PN5/%$'=@!@F4RZ&W)42F6KZDG9UI2=3=H.4_K53 M5[#8IN&^+&MZT_XMKY&=A15"7F&I#70*V@-W)*(+E#7% K:,*@/C&Q;7S="&-2VD0"+42J;R M>("^0CE=#&ACO!&_OJ)TKH3BP30&CEWT8C'67&2'&6[,EH,M@-7"^"*3].;6 M12#HOWH;P@<10'$73-H1_CRL90V_W&"I@?COBEP\O/-CGPJL2);I4C=<<#;0 M56XC.;E(AM$E-)<<7:':7(A!V51X6*P(9-)46D?T@:T'1\'8('@Q:M!QVG/I MI%&'+B.:0@Z1QM@_SE!^T#YT[[%H"- MA&G+RF!DVGRQ"8BT]EY*&I2$%'='BN-$58![04("AS9\QTR9&(8+J=B5> N4 MTA!*E$CB2/L=@/"SP4]8$UW^5"\B3VA'IE64U$:-K>BP(<0OTF6]876. A[Y MOS'B&L,94@33^&5S+48&N%2FH1?E^&A8=DY!!_?U<#V*FWI=EF]?*RL0E)+F MN,ZL, (AK*O>FP;\G8_%QA Q64 2DV^GWRVLJ%LXT\6YZ:KW\:E,<1T7Q/E, MA&>TG8J2\0Y9O#_B"!+]IF0 M:6?N-20U6=^QKLHU1_?8+G-:?8X.N%Q%ML"!I".K#: AK#4*J@&_0240:8]Y M'5%^8BKA==:(S(32P'B#QF)"^RECHP @IQ4Q08]+Q58>##VOB[;4'(( D6(:Y-*AB-K.Z'X04I8' M>;'S5B,;7"%,\FO**;KBWP(VIM]AXK(IQ&9M,!2_+-J,=0N03+YG;]2BK+,S M<$C8 ]^-(K2P"/'XG20Q5Q-U MO* GZ=4 GJ"Z:O<6A$S. +^D KN])#[@1$71!#*!N(/C:),1 7 "DF^8*4K9 M%A7=,@,CM^D7($51=5F,BW2!(?L1K4A:AS_=8:O=;Z,H"5,=GL*Q]44WN:R) M=UGY^<-E&$R#0242(_*QYT\U'BT&U%18,D4D=,O?19+P,#_,M;BJ^T:-@US!VD^TP@>(B^Y6VJPX[P")!N+D_)BNG(Y5BHTLTLM M+NXMV>G9"J1YI0UFIM3S!%E*4QO5AO$JG3:5EFX%*B5C^ U._0I&36ZA1=)2 MJZ#X<9[XQ^1ZW4P.;M!#AD(2-!AZ71T;(MX)V)RNS>(NZR;,1VLR6$&6;%7@ M#:1#"FU-VAI1/DMWGJP#Y;N2AHXB%E@)*QSG75XTMRC86P+OF^2 M]\5:XTF?JE_X"DQ-]KZUE=E^);2?(PGL(5,T&7C57/AKW#3RT3LN=2,[F=U0 MEL-;^A@[&ZF"DK^@<^/CS1-S7JZFS[S%A2LH,[[']V^W;8<-:K9$DJQ'[A2Q MKYM)U4=%Z$ZFQ+"KU4*^WW(!7!BO")?L5C:2X)/%>14G;A_R6A_K*]T4#/W< M5QL$A,CH]:*)J,EX65I3/]?RCWER4E356::9J0#UNDS9!*#6IH: C>B_!?AF M!/\0@6_2AED43(D2N )W.?4N[A=@B2C;?VNJY#T@'F>W,.Z8!Y/G2MJ<[SS9 M_MM7E7)UMUV(.XA]T ,)=NI&&!G($@%!L;7S4B9%> 1AVQQ)400A,H:A &-) MJ3^&9AK*I81I4;\2SN8=& !9F%$\0L%52JU9;1LB3%R"@FC4<8']%N*-8C%? M(\"1B'WJL,(L*&FQYJ^, &NE5HT8F*^P=L_$JU#26-A0%,*95+ZPT 7'7]H6 M6#]U&N@"\@L/ (UMLL/H:IL;SWX"X\X1(8K.J^(G&WB7?EZ !@^[R)R3@@1# M4,46D6BEH1^SBJCOZ<445B\'*LI<#10;SJ(/8NH:I/ M^'.=P9.8,^TEHZC]ON"4W#QF '86')SC#E..KLJ$'RXD0&JZ)R=537Z/ +2? M10#M"*!]8\TF*5 5!H=) H2YQ_UB20Q-8Y8QIK[ E@J$Z@!FSP+W^8BW8#9( M;1M!B&F&R1N)?(ZOS]0=[%WGH'OFRN\K:^.-&9S!Q QJFI( +O5/Y7W+9X/0 M&3H7S9BRWK.:V"CP3UQO=Q,#S[BRHT27=+YG[J#BHZIL&?7"Q06;M+-YBV5( M22Q_F-FR"2*\9"LI/\.XT5YBT-GYOLNPBW">ZPY+.AIY*ZI'@RZR1]E;U;A( MRU1J28RU-I,F#;8**+NBD*2HQS62ECNC0_AFVRH@FVLT\':'CW8]GIG!PQW& MG#C'*P"[!4_:0% M>>51#G(XW*5O0JI7?MB0 WG&L+GLI@7,Y$*27'1HZAJ(,7(N\V^U/I/GC^Z9 MW%<"6F?/S!;V4NC4HHSZ+7)>RH31[CL!.9ZT7_)6T,1&;>[. T>E1A2.LX:& M^,P0>01^UT3=/>E&+3VFK-&0+]=+,/URY5H[&$@1+[=MP6B\SQ"JK,AS AGQ MOR0L^$?=P*V@$4#(]HAY(K_]6:?@[_Q@ S+'[NZZWRM)>G,"V2J;L; 29D^; M&NO[L-B7X+W1)T'P;KC?X"?99M<6)#JH"S)KO62P;1H5='0'=;Y3K**K\P+> M):S:KNI,ZG0HQ($GYC"'5_V:QP?I"2L',!T4 4V9 #6G]$U&Z2^1Z,G(7P[ MWO*>H_.7 4+;"1Q!L(62KG6EI/K/^C;P-:\.;; *#[;:W!VN7 K ZFUN=V:) MZ1<+N/E-?H& &J379Z8A^]QM>% .SNQ L?T_B K1VO[I"BE]8 M?J*/GF-FQ *\X]G89 6L!F<'-B95%!S51R\+B$F+J24MC!]@TL:)/^5DO,B5;:@>\@@UQ'@7W2#\F(KP3.W4UK=ZMQ6?,;,XQF7: M@U'02S,#AHEMMZ _>= T5,QX-H9]D%_@9UJ!3)VFC?W;DD(N6*38'?^7G:G@ M02P. !WFR0EF,79V0JW V'B)60X,,2[[TBP.Y0P! MLXBU&@&>)W'(B<>\C]RDCA'<&)J$@B@=MMF4D,FXG\XEFDTAO!3:M2X38%$E MAH5M!??CQ"@P4$L]3*.'#S+)SR- >X_6MX>IW=/TE MD&+I(&$BXC2*[B5>6XRSN#B*'\;4;9>,K?$6P!R&^]65-ED%95_G=Y7BTE!4 M>\D:AJGEH3;PW7^AYUR7MIAV&"FPYKW-3S+4@J]C O_XY4X:G]'-0'"H6>!%H!3-KF&J%L[3IK[ ;GLJLN>LGSEX/KZMLL/Q-NC(CKN&(0;J*)Q:IO7Y4M"&<1!/'A_.W+-'SHPOS!4'%YB>>]9]@N, :$6H;6"]6'+" M/6@FPF\V(UN0UEX\HGK971!?NYBGW0_I"%J6N=#26VU((K?7;X)U_=WR;N5> M*L=E?K6?7)/@=[\M1E$+SLY.9+P& M1S.WB50E8:_68-=BS3 A(ECN*M.+2R;?CA@Z5(? &@;V4I?[\HYB_@SQ M3N$GE- (4^$3;ZY>+3VJ2K>GY?0NS;#<),-*,)-8X3<%NZ7EM(.Z:CH4&[.R MTP-W0F=H@/P"3(([G*F6:N3V'^CP'!/O'&=NJ&(P2S5U5IM;A[ 350.&.+[P M$9I%V)CWCQ,XTCH[L]ZXD2>N?@R135F0.X YB&5PYXS]P!1QE34^!-B0C]!A M):?8GUU+WYR"=_=2V%C5FF_3BN'O(0"ON?2# M%*DA(O_>SCKQHAI!9X@W[7K/ ^6FHD_B9IO8F$HXI!(3&.,PU9>\0,IP=T_$ MWW2PG;2SG1OCS[088/L&4CHW8!(&PE%80*8L,MN $$ X5'[IEB%+:%03C8H- M-*YS1"CY.F.L 90L2VV06?-U@:9HP]X4_9W.=5OW,TX2>M &RO.,"#+1Q#MQ MIKE$-NVCS8ID^'1&4Z%7>N0++F7D7#S:8\.C;(LN\4OJ4/1ZY!ZKP#,+H^C7 M@.7X#"5J'/ZX)"^.Q3[A$(W^5**_/"X!E3AJ^P(K+GC\]S#+9E0*3O\B_ M4B\]X M,W^">2&FYIZ*F;WWV1CM@-?XF)E[>>8)?,,E$$8"!5.I/8U(QM-',OYV&G6G MGTX.O A-$)?,&O0G<7]8YS74UI3M,NA:"Z\SU4(]^9'C-4;L%]O!Y ?.:J4& M@2OAV"]<;@J.6P1#?L_&"VY?ST@3O; I2:G0S/*R&_V2C<,T-3GU_21R.W^' MKQS\$T>@5 T2=. /XP4]]=08^&@8%I\!0;FG*'Z-+0KD&M8R%4=*D MPN.E.GU:-Q*63&TJ(PQOM.C3MISGD1_ZGN/,<.Q955]47L 27W9 (^),5'(( M^XSM)!6]; R2^%]XM@L\VR ,:/9@6)%6Y%E>K;YZ'VID']2RW4L]'96LXB!T MOS?$)9L,,$1F&@$'H-:8TRE*6RJT,^R<=L^CI\>GJ?,]'XX_#MK1CV"#V[:P M<+#\O(NZZ<@MYXH&2P)7$MUR:94)$]*+0#0J.M?F@/DF'$!RQE!HP[$;KFE] M#+"7(77ZAN=C2%^E&Q5OPF/^&! 2(\I;=# US#M?+D.SXQ'MB%@WPX'[BQQ\ M8'#,;EHU3AS+^X&9N^D;>&RK$,M7YV'A\6Y4CWYB+5V.)AE3>I")HVK+G1.V M>35)K+;2/YJR,K!-L?[4C+W$\B9TR%1(AM/CM@$3Q^DKB8EC.,@@/ 47$DY H/\L >=?"8@*,^*OG(Z<@O@VUT+Y M_#6X87X]DNLI'@Q"-\G/824[W6.#MK8<@'P,'5OE7D4\QVYV&DXH=!?8P7M= M*WWR":DN^ZW4\BL/!JN)&B=-8W8COVJ+P( MB%S*+VNQ^J8@ 07ZY'=K?TZ!5=^:U*(:&RRS7R2>UDF_H1 E\!;/W:)A&USB M5)(]X\-X$ 0&98OKJK4A*N-IBJ=LRCZ4ATR))!3;QAE._H@S,OH#H XCNUP? MFLBS$HNIE@(_46%H5*RRB4@-Q%MA(&QC!U@8/;]-A!N.O+DSU/O&ZE^R?"&T M!%TJKA24H6=.GVT3F1-,1JHU-7S0=(XQ=F1LM#(^R=%Q=XWT?3=0&,WR#I.O MP>A$]@02KT 54R(9E_FY6BA;U.(&J"A77>;2]U)Z@;6ZA"MIK2!B0E@$5]V. M5+YS>3)UXF(J19.S(9D(KLRV&\1#*3J&T%:,)V%^"[< &'95;%P'*QMS##SJ M?N?&=]A,-JS2JT-P3S*5>E)Z[!4)2!UC@ZF4K*3TS9$+T9C.C0:]!WIKY@?( Q [RJM1&>I3W3]JX$N ]=-:"Z4IC9:'$ M;:>ZME6PBO!MO(&C]I.90:*HFP%597VS &I&($.D9$ W30TO7,\(EH8&8B1O M^K8M4E]+IZU0ZA]G#6A[_7#FL>LX-K-;J >^VJ4@7I:MA6GU>,!V,-A"88=\ M"O*T/5A(Y1CYL8NT@6L(I@;U;GM5(OM0_<)22B.)384D]MWF-9N>+0 MF-(7U09^HZFH MFJ"0"3L+M(R!ZX/+9#.+HEJDM3$7S!.V2QS<%<<,!,MK7TDL:210Q<&%BG*4XU\Y^=B0.4K\SD!03]RLG H<%@ M9*Z J#FEX>%\<*YH66;=FM_/Y4QYUUNR;K&BJYS#0*^9.4%#AAI M7O2W2-QX?Z2=^FUBE&B0B;?P68 M*<."=K]N;:[X5G47]>B(=/) ]LQ#GX2Q)T9 6C2F+20H\J,4;$<\886[4,FG MFV4W0_]:OC;@A^W,$X$,%\?X3'S*B&LEX55%719IU!>QA82CVHJ"YYT6Y%F>9T9.#?<(4HA\,#D]A[LC MM3CIZ2G7JQI80D*>&O\97((1<'74:/Z"+'"ZA;+Q!EMR3;?%)4D[CAX-WC0; M]>(1DXQ/C9,K2_$$[9O!DL\I$$\0)?#*N3JFN3,809TE,@UJL"F'(N8_R<" M<82KY472:RW<)?[<'XC$5@J;2&)GN>@2NT(7U&#N^O1I$@Y+14Q7@<2"9S)* M)(\[]6 C;9PJ^7GX-\JH" ,8'#AMO#,),*.]4Y)[Z+M@'I#SX%AHK[1 G#48 MOFP*1@(BS_]@$/78QIJ"I* ,S #MSR_,L:6V?@4ELJPIIK?0?;4 ,5!,CP6X M<:<%:D6Z(P:Q%X&6@>6("6YR8UR=@'[N + @Z%!-&?9T=]C'( R\)W%Q67$! M.;3R,,4UI _I;P'*$#>;*$'K$+>T MDR;)[5ITC/=Z6J8W <8D--" $2:DG\HU\O+'7S+/F<^LP&-5AP]#7=RJ'#LC MS4AL<;EV(@)6CJ?&[UZY$3H)4M38CR/;M0X8;<:ZZ"2<2X,6I5SE/H87S(AM M% VPSS6%HKRIR#LX# [;E.CC&AXV/-+[E>IE2N8D'P>PID7!B*"=RO:S?T&4B\=P8W\=J)1!EV0J< M2!3TWU%3]X/L89#6YMPWR)I%6IUA9"W;LI?14J#$],306@-P/Z=/"$.K+-FX MIV VHA60<4Z+FH)Q\=H$[-3;OJFHWG,JVAS]%9!7V,EU!B__YSH,;]G%0 8#/8S)'W>Z,^V4(/H=MJ'@-@@8#\$DOO.&B5.*R@ D*I-;3-_QN"U,>\ *49E* M%*"Q<^4\ /AK!M_],7H38%27\Y\";[XEV\RL"-,(Z![14$FKJ.PTAQ"LHM&(X$)#"/T'^X]9;(.ZGUDX]I8?$@"6 MA)QHT'8X->"'42R[>&@ BKIU)L$TKXZIF;8LD(VGPCC[Q!H0[)>?7[<.=JJO M^K;GH8>@1DQ%#V,D^ED@PLRBP,+B@&_M]:T49;M"] SX,TNYP$;Q[V,0)+99X@ G$$A]4D M/$S@% 2N6ZL:K)5CIRYF[:!@1D:56TU ;^7T&0]*'YD[+J]W7>U+&G'I5(<: MJ(XIW*\3C2HE>5EG6";O (:GC.O-2AJ9O;>G8E!&N=)-G>'M M6R%H9(!"-XG;1-'[M[I9JXF5H?/*,&BOPNO!%3:,7R@T#7RU1INTF;27=PUM,G[%)'Z]7ZX+8P ;!FXNN^ ZZ2KQH0D M304"?ZG^[ MIU$>>*14X[_O90W6EU&A@84S+7&R$^DQVUQGE$0P>%W5!"G(/7,IHP->G) AYQ9$'8VRJG 9$@*38ANU0Q3$G<@R\NI/!25%VLTZJFW!5#)F M7!G$Q8N<<7'F91OP1DO ]T>V>UE'BLL78DS"[TH:E$9ZLF\2=1=8TR %;(H5M51?<,[(C)#ATIY 9SLC H[.MK%;R$2T"+FC,:&^3RIO M&:E2F 13><::HCIR'%9AIM$E9H1)6"4\GL?C8CFJIK!#H%W:,NR#HJX&DZN4 M+*3A1\45;!L"_#()2]?:>G1I"E&>R1W#C5\O[;\B&7L%^4LR2Q$,)F!6$Z3T MY^:D5'RD&7C,=I$ZE8;*UF8G^5Z:]&=!%;UVQ")J93M'T>0K35%RF$%5_B/D M[O/LP$7?Y)HBLX3=S?E1CBE0Q'XV0#;&,'.'%=4==2 $WN*??=H6!XX#;/>( M Q(V^(0#(!O'%M+"[.="7'0C(2CR%\[74+MW M"(R'07J+TW//'_%-"OXHPP):.)5\^-'@)@EZNSSL\#$^2Y*IS\&03?#_#OE_ M,1,8+,2S>I]<;O7R-X,)!C?) 8L2_'[TZ\D9%X6G+)_(# M$T%&J1/&VA(/_<&$9]@W*%IE6CE \OU6 05M(\SK,OUW.DO^GF)Z#N$NC]\F MCYX>/OIJGN!:9@SXR>AL,Q+3Y?8 VY5RPHTL\D(PAR6_[VWQ-3RSLEN$)RD# M]FNF;U#MR0'#D4D1LP=.9KM-9MR0DUZVXQJD]@'['P-X-/@437PT_A&HZUVQ M)E@,]7\.YT^2!:I@KM_Q2ZW]51 H1/(+*(FO#F<(Z?QX$K;02:CDF$(>3E" M[D-0IOC)VZ9OP>&%(T7J(A,-K2#:N9]XL@_Q1ZTT]6F3KIF]$,&$K"SIV!34 M.^ERLX\)< XMR.K8:EU[\:*ZY M(J@AZ'EZ:5AD 3I-#PN%OL F.1 \Z]"S@7=IZH%?T\J(= 8WZX#5@ MC]^S!NS1]0#GAE^[(=Q<\D'M-_D0'CQX$OQE]#'X]_%GT 2?\"'XI]> ?C MCR$DN<%SZ&^C#^)/AD]*LS-,R%>Y^>3%TQ??O'AF;)0!)?>5ICW[Q'H[.>G@ MGW9)H!]QXH69 YO\(FW/QS9K^0/Z V@9W03S+_+/^_//9!B&.$4X9+>D\8X* M$JRLO(/+WA$J4;;?Z[MY(V$>1?A]99._I B/C/ IY,61A:"/HN,^=$)XU(59'27$?&21*BL@(5TJ*GVO,?!L+(\J)>\@>44Y$1KA23IQP M9V:1F=$8453<0PZY7%1(-_V$H!GB**C)CX)ZZFDT6;PP MZ7FU@6/B4HUPX+U7G[+4;B)\9PXCN>W^.>31_ M]O5_1@_L#K- 3!]'-ODTDN+IHR@I[C(+Q,1QY)A/+C2^B4+C3K- 3!E'!OG8 M,N+K*"/N- O$9'%DCX]L1<0@Q9UF@9@FCASR\. M8J'O,F!2@<@O92;PM?7N"'H+:,2Y1)C 5+XMWP >B)!PXQ<\_'Q,$A!U4 M3E /! Q!T*&(L6M!B6J<:*)OAC'Q$AB7 0.H4QW$Z.F*I(%!V)N%5W@$7X+! M,PZ??N=_4=CX(.SMBO14([N._* 3-^.HP^0.QF+Y^?#DNRZ>D MW'^W_>9_4)OC_TYG60IL#JV[67+X=#J+HK/J5I,[JY=EC9B(O^J+Y)]U<^;^ M*SE\].CP6YST.40?8;0MN"I:&P 4P6/%,#.A,X#>XXM5)3_U(+SEES1D+P!! M2?[/5]_,#Y6/@G)ZVB"6L-Z'AS)/+/+/Y]>.1X1F$9[.5>)"A)H,-^$CNS#@ ME7O/;F:G3"!6!LUU-@,MW-FH3J=K.S8BJ>H+)]L$O298G9%Q)%1?LE#=H=#A MX_E7U\"I"<67VK=Q&F2HR(:-07P! M([LM6@N&LH-GPX=V;KX]Q A">X3&/'O&D(-)'F"L@.1WX/#>; >'E"RFHT8> M@.V"H61>#-0N:AG\RZ!X=7.:5C+O@2S2R2$)F4D)/-Y> &O.MZ>^QA^4^BE.Z"3$,;VA4 *JF,[ MY\5 8YV\L.,36-QM$/JG:\4<\;%0!6C3(6SR[<5;7C.*M-O'8$H(2->:Y]VU M&@<*J;ZRMD\>(A,17'WJ\+#V?8]>[0-G[?MB9V0)P>^BOY+()$F#O"9WWROC MF\FL](XGL=;[6)PD',]L]JV&.1!6!1 Z2E<*\T*I>VFA5-UJ];QD6?A0-E M^(UR3515=T7F1B/SA!9ZD+D(K+EW[H+AXP"4"05A2?,QL2[3\ZE(DW"%9LN, M&GRJR/NUR,S\,"D@S7=V3,\SOZ!OP;>OP:N!Q#1PJ6;)Z$ZJU#C+8R!:W1@/QI;I?S1U&")?"@1;1_\-]!4CY^='CXD 3E M-);\4XH3!%ZX)1\W:0$F_Y37_$,*.C8Y4U_R__1JGN]C5_ !6 M6(Y_,:L^T9M.KQ>P#5CZUU-:^A\8[$G7=C6O==-L1Y?]>$K+/NEZL*^3DXRF MB1]\7X,O9I*..OGU_-F3:Y4E?/MD?OCT_7)DT\>PR453W&['2:S7B>;:?:G7B=@$T;B_5G7.I$RV:U;G3&K-UZS.F=2: M_ZJ!NYBPB\+[KR&\(ZI(Y)#;J'<_3/#5E 3A#:)WDUHWJ_FW=9.MBO2R6-*D M5OVF/H55_9R>>\I^ZFOFDS[)0-A;/BZC##_?1"#X J$C1P2JR6[2.H6!0 M/\U9(,PP6.M0 SX_Z,(OS5RQJ&IU<\X-EID3VP^7 M<#]<@[UB?C/6/'G=%-A<5E,7FNT(]_")!GA$JJB2HTU3E-2!#^>T9P74B/;X MNU]A!:OD: U'DL$9!H@MU-RN*WS_$)B@V6E_RXL&P9,02\F^2VW@)YETR;-Z MW]*7L159FP*=M;CS^*T5YN^VE+];TE(*7HIKET/@E..B*U"-;9(C[%U.7#/A M=\E/<$SP._<5/!)"E'%'MBR:=8M=^(??/OMV_CF@)R9YQ4B)J1=S45Z3O&.B M5R=VR>C!^+L?Z!;4_.H3OCN[[R<$JR'[YUB?%O+Y25K6Z[I*OF^H [W=87<% M-W5N>?[*K^/%GC/??_LX\GV@FA6P.L406L\A]&EEO&+*RH:I9\GHU_V%J+.@B:9^ "\,H MW2SY6:>Y+>=5)OC_2YHU]1[9^N///SH@-T*%P< 9O@N?.$]>\I\>/9,_/9XE M+][IK"< C=\1<.,UF#=%3E _5;Y;2SS$,2 4R->O?CG^S=LR_7MFM,#(8]_" MI2&0!G!E.M0HQ@KSTQS)&^Y&;HKS%-='BN%GO5JG3M KW#0B!H%E SM G,LV MWK%A;)5BJE.[61SH_=2W"AB>KH6MA3I\A!@B[I]X(_;WQN\N$7CR%P*E@O>F M5:FWOCGVBX.[QQ1,U_N7BU!R_JQK!=P*TXVFO ??]N@K=17#//T(ZD7 MO :#JV2^?E)TOBVK/5ZEK8Y7)8SGJR">/[4;$RSN$UI%AT_&K")R M6E%!P:O&6TX"Q_='.'V4W"=IMFH'=_#1MP=X*4@UV.[W _OV[SP=95XO3CQ? M#?7W?>M@72D!]NULY$&M/&E7TS4U^#FZ2T%*O64C;S;09;/$O)@4FCKQ-_S3 MZ\2_:CXT&^T>WI.MT!]Y=L#_B>= 1^#))GL(A_&J>A6,RE0P3M%1E[5]R@OZ M:(RS9VK<1LSJBG)(&+]:U!3IE@@ MJH4<_ML87K#*'W3?M1G"J*;56;P(P[)G+G>>I*262NP;7H:7(2]=^OH^,&@9!)1,\-1:59=$T^I%B#.IR0G!P)V=FGDGL3D;K"?<'"EML7S>\W$ PZ[OP\_2W8! M;H,Y 43:3M5XON%6N;KDLES=SJG]8WXR5^^5H<.#T.=%W;NTSI9D\11UTF6<#H(7[-V0JUU.LW;@<'S),/0+2HED0),>&JTWO"E ME) )"(;"%;>7? ]'AC0MJAS\&L1&3G0%1-0,]&W!J_]18;B_+;HMKN\U;+-= M],TI0\G#9?QE_OW\"!^TI%D8FG_YLZ;4J?OQ'-S!9*'1\[JHFS,F]A#'7-:R ME<#\DR@.@Q(3124FDU3:M+)/8FN94[REV4'PDIQBQK@@:>Y:LX=>G\*M6 M;BEV**/U;L#GE_4M3GSI3[[Z M#!V6>7$^>/*'J?I>IQC^-@\[?(S/$AY^#D>8X/\=\O_BH0<+\<[[R>7G/2(B M;Z)(2)#OU1DC[SY":_.FDOE2=:&,N "?+/_;%^\.G[U[_$6R:O3R;U\@D=)] MJWN/H[GU&C_[2H[LT!KUIFC/6A=:DRE1GH9XJ[-55?S9BR6$HB#YC>8]8?+2 M2FG@._G_GWMV@C>+1%'L$%-#9GJ?M[$3ZX33QO@@WFB>%8GE$I?_2 9W^K,4 M$AFL*7Y-ML)>I(4NZPN% S; N\*Q-T7E#PWRG)_.G32/_@&US,.=[+<;6B0L M+N5AD\E;'.AY]?/@G32M2_'O,&ZAW^%P4=ZJK"RU0W=R&8+8K0JT5FL:1-KS M] F<1L$C W?W.0/O',=7\Z00MP:9,=)W10D,D2MV, MPU9%*\+^X&WP\ MSAYC2#QZIO<.,\V0IXQ=N6L9!E,T?&YS-#>V9HONU^H2&J1N/DK?ZAD>T068 M$714M,'+?MO(])L\Z3>1^\,C[0UE% M#KD?''(Y($IT@R?$,)\.1N)XN]"-9,2WT5*]8]2_AKBX@O[_+](\TCS2/-(\ MTCS2/-(\TCS2_ [3/#IQ=Y(%;NO$O3CY,3G& M!:1YI'FD>:1YI/G]IGETY.XD"]S6D?OYU?>_O8D7_XY1/0K[2/-(\TCS2/-( M\TCS2/-(\_M-\^B\W4D6N*WS9KOJTS)>_SM&^RCR(\TCS2/-(\TCS2/-(\TC MS>\WS:,+=R=9X+8NW&N:BN8Z)U^7:4;PEA$:1YI'FD>:1YI'F MD>:1YO>;YD,L\7&8X\-'GPAQ<@=WXW/#+O^!N-'=2JNBRAJ=MHAZVS*(,.+B MPG,):KGMLQ6BYR*X[2ND3J4[1,;-ZHJF"RSZMJATV\X\6&4$R=W4'1"S2,MR MRX"Y;=]F>L/S$N'WM4N>(>ZO\F&$S3$9^.150PC%".B>K1@=.?./K1*NP[8/*&)2$E?%15M M@Y:ISVG\4$!)MRB$'"ZJ\[H\1YC@=5V=&DCE55&=POG #G%Z"<(DTP"B30^G MF9P7#1Q[BR_DKZ]Q#@>.-U)MO>PN\"RS.M?XA;Y*^VY5-PC'G*09#J)(!#$[ M+TYQ@D> QMQNVTZOX81$D5#0S)P-NNFJ<^QN;!- M'@![E#V-;56+ODNJNDM*&?W0U1[59:"E#["<\ORJ&? TXD*VA, M_>OP.^\@=5K1L3/P=X;38\VPC$W?;&KF]G71IIL-3:E-:;8,S8ZA,VEUU18T M#-0_5O]$\'GZ7;K>E$!TX.B6&*5= =56( T(;]K^\B%LO&Z:?D.OR=,NQ9=D M*=Z@T^!"Y$5+7X.WX<29M"C[AOF>%K_:MJB]\-E-:@=0*=PY/P0>)\1G9.M6 M9CE:8LV3HVK+=SL;9V=X6%FW+7.*80OD<5RO]G@'&+#$H]RX0;_^99[!6Y9( M>MJOV3]OC'[G[SM+$2F[V\X8_9R(!UNK\.#Z,A][-Q"CQTE!IWV)'+0%*L"3 M<-C/3#4:[I@]TW0-W#?S4%=5BDR9:!/>#C-H*>"$%$>T+7&T3RC Z4&$]Y^6;6U.K&C;'BE%S&_'1QE8?H_,+.Z$ M8<CBNN('@=BJZ7(C/_*@,9(3 M#T3IP &)PGFHY&DTF $IB)C1- .!AD>"YD4+ "\WO,10W')2RA,ZQ'H #IDG M>/CFF9D0 67$-APX=5&497*.<]7)GNBKKMG.E)G(-Y-7#0<@UJ0)P+!!L^D% MJZYV9_MC[V>U!T> 9@!*C- 4>/B95C2"(1)_"3<]*I'2PK;?)V)@,D>8Q$C;-#RXX' M++;I4J,"R\T$KL?QWW 6GB0&NJP MIB[%'D)ZPP5 V;ZHX?!P'HD&)0T".M-@4]+?[&G1BCQ5ARH:K#"VO'AX)UG[ MR708Y6]=>,"Q'5,'#M277$5+3 )T)OLD+8#R'5GCCG2D)*T=Q2J= M#!Y]@=<,'YDFIW! _L'2S$AX.C*V/Q0'2 9GJLNE1Y:0(K"_ D40N0$\*6:6 MW'QG9(NJ"ID'-E"2V48Z7X;/H#6F&[2 @:_1]H5WE^SRD1$"GXOYBDR3U[03 MLF38(/??388X&[_BN>(X(GX/O.&TAF-43L+0U86CZ+?LOP2C=UM0.7B2'?@\ M0'O6A1?@H>&8'_#54I#\IQH\3WP$+*NM:<*/V(=H:H)!!3YT9[>5L0(F80 V MEEB-*%PN2/UV[(3Q>5=&(Z' Q-V";5=8[I?#Q,*"4I/L:0:N3HR MNDB)P4VW&410DQ^@N0I^#VDG,=&W&_2ET&1LDP6%0=!#!YL46?"@K.LS%C)L M5_#,H[9?_$M$C#-S:2$@Q6$5J>P[Q6D^:-:A8T23C.J^0RA>$R-I:8;C?)P) M\8'6GD%I@O:ID9THQ*PU ?YB!@8D+A1$BCXG&J%B$6LZ2<_!AQ1%JLR<*/;( M4AS;9#1$N)($C'.]WG3$$&LH3-<\6"[ M]05RT@'(FQ;G,+4Z;;(56T.&_O(^)"\;_7A90-^U2 D>)6MM=<_8DDE6X/0# MHR"%6<:@<:'SF4*Q#'3A+V8%&,>0M+#5M"A!4LP7.ON.J;@6]B> MY\^MW)!H/X-I4U>*(IN+M#I+?J-@Q1MD=&/KTX*-M9_ S0%!)40"=A+7$PVI MOA%1#_0DT07OQ1#2.7FD'+RAR<7D5)3U@IY!$VGE50N0J:MUVIS)ZS"F(Q\U M6D1N@@Z-B7:A9,6;AE(;#4?=6*_%*58RR( W*1HFL2LT^V2^#9E!X: M>VBKX6&4-870_&G*I'W-L.4#MF""&88KQ) .2/MF^-MY7+Z"((CE/S>&W X\P,+U]QJ4B\HXB'T M1&6T=[N*7LG6:C@*+RG)V#VE0#*(M::^P+#TSF9AL3_UP)6/'QU^P[;]RIM* M_(^*_(C_A9_F]3IY:5GL6-(!1QR@!BUC;L_+XR-[=]*J C\UT[G,D9?8.EE, M*)E1/?I:A(E'VEN#UTC+>/SH\>$\^7M]@?N!G2[1ZP"JMN"K4=!9WL%4D=_" M(G@S_,0@Z.SQI@TCHHR[:!46S9YPJ MB>O!SN!_2U"F^0%LY*MYFE,9ATZ-I0C=<-Z+H M&DUAFY>AJX/O09M6#A6G+:+4@?_^#3UBLFE?VDL2B/"3WUXZ"2[9K T=$OR< M+PT:WV;$._P?G4F.4QD;V0:<(CZ&XY+G=0DW5Q0-K(#2$\0L]F[)U>2QF331 MFS0Z*FECB20I3I4DK<[OF*M?3;S:$)L.DP0$L\2_0,ZV>9&Q7<%N Q@NL,Y! MV-.>2:7I,W2O#I;P/EE869QIWA$?2-$D$QO>_?7\V7!XX]XIWX=/;SWF\<,- MP6;+Y :FR),G-QS>\AG7>MFH\4\WP/N:FSZ&32Z:XG8[3J9@K3IQY0EZ\LR, MF6(F^:*PL5G!W!/[)E%3Z0N1 4681/)]/ G'H/OFLI$8NC Z7XE8G''8@K]. MD3A8"YB/.0>3R>L%&5KGY-J(QRBKEM!&B28&_,V/,;1@1W0'I O+NCH]0 \P M0<5.:ME&"G$)"BTI\6Y9U4DH:9#.8Z\7'"96QAQC(!?9'9&8B6"49N@1T-AD MM@!0(,/1H8Y 5PNC_4O,Z&-,@GB[!(46G#5\L%\IFQ 6)2&UC&=.:; R>G]@ MQN@&S#&PHO4:-MRZO;,U1.^6^@Q*N@$Y*26 *D'5EC159( M-8C1"B_^?4&)MU+M\3F<6>6XS %3&'^2K/7R6_F@.ANX(TSXS$U"KMQ44S%,XM[!0A><4";-3U<_>TL\6L#%-<&N-(1 M2J53,IJ6PC>$WT8&5PKW@.)\)<9-R>8566#C/+L% :W69RQD*[#7_BW17GZ5 M":$IR9V(PTQ)$> XDZ='X=1V>,D7[F@D+^X52$CAAAL[/X$[*ITV@PZ;SWY5 MK8^LK$WNQ1"9\,[%V_ F*,(#XI1T%MRNDBUNE*M%UPE@B@SH%#)K:? /( M&*@G1Z_(":?"T1P#]:RWK%!7Z4)"1:WVPB5>E-R](BAUG$_,Q07/]?'7U_)Q MOYY_,_SB#5Q<+''_<#XC%4A\,*=QXDM_\O5G<&_SXGSPY _3F #B];2HS,,. M'^.SA(>?PQ$F^'^'_+]XZ,%"O/-^T(D.-R;&!)P%' UJ]V7C[S["$VQ MT=>^K[FB_OM+?/O__'>:%/G?OGAW^.V[QU\D*Y!2?_L"B93N6]U[',VMU_C9 M5P(V0$:%"$NN9CO! NC6+.]+X"'Y_Y_9"/U[?9%0;:!6M$0T7C+MR@OR_^_S M:V!6M]]36127>F MX(:*3-E)?OOD47*4 ML<.2C&^" TZIB>$?<9, );EA(1*P=V^4^)3)>%+)/;@^C>PC+ V83R)4]P)/ M$LT-!5HL0]\3C6MN"T +-.-&!&Y+*%-Q63&80_=&:DR\;S_ IAO*PAKJV;3P MKT>_V\3&X*&FH,4$@^Q# I/(UH@X6Q=,*UNFQDOB'Z";B4\.^VVTV6URY6X5 M+VRQ??[1R$2?%U0A\_P !,NSS1YM+YJ0VNN^>CQ_8K\7B,2]6FADF7]@5A23 MJC>5K5>PTW_]QU,P^;[Y;DS<7X"R/Q 3]OE3VH4S$2_3#E<<\P?= -L7R@H? M+NPKR\#WM$;\+HO:K42FN3],T_8+*EI!SBD+CNX#HWR'G!+YX?[Q YB/A14C M$O.5V$Y78\O"#?37Q^:?L6W=CBWV'*N$:&X3 25I.QTR/UPM$W*7L5..HG,/31)+O^.D!?[;Y;P&KX'GK"E@J3B, M.DNP^+]8)E4]>!>6@7!5+=:NR;KHK8LBY^_,Q1$BGAP&J"AT6^UN3VK Y4.I M.E-@YH'9]<.@0LZOYS-1V4'HUWNX+?4R74IY\F=?FR+>1F>Z0/>!,DVN2:.C MO=!5XNQ-2ZDD_%*NX7P;#)-C=.],V^R@Z6]S"YDGOWG*?68S6&F6-;W)27': M4?Y"]UV;3LHL;5>T%V[2XR87[!K?<6^"6CTXMGERA)L#IFJ0G&V]UD.[0RR. MD Z>CT%.BW$1;6T4^RU1EGB5O4Y-3TF@' E'>58$>22D"PY,T;4)PF/+.R4A M'V(3%]ZI!:5TDJ7&^V2:>?%?GM'J/YO*LK$'MS.W"0,.SJQU+AKPIJS-OISJ M';R'<6.1]'$-5OS W"(OM([K>B@WI:RS5)ICW#OQSF!74MV8,@7WF;TWGJL( M8E-O.FP=:?2PHD%>@<^1_ Y%[+VV)RIER'6\)8XA?]6=(JV;_$[2Y0$(J8?/ MIW-A,+T5\K//2*D$%T:9W&,LJG Q!=8F/R9Q"=;'H9\'/ /G2ED92EG3*MC, MHY+G-5;"CD0X.FQI8EUA1;.S!(WUYQF$@27(G?,U]?U+\@*[ M5NLV:+*,7=)_60HW'[5%\D_L3[JI*NSL^2%,;5,_>VO_SQY8<-4L)X: MI!V#)L@!ZQAZY[O@9"TRAXK=OH) M H\M>&#("*W7^]XQA?H1#-U3.8(EBG(6VC3B]J],P;ORS&JCNAL-G(C=/L9G M((@A^P\BOO]M%,#H6'ALXIH@3?#7G8#?#Y2&W;)91F48U#9@^[O1S/#R!#9W M(!)T)W(O'00FX2^R&]_&KA2CA(BCP.VE"VW-;F.P/U"S M=[J.Z!K3+] EHGZN4VP'!&V&[9?+%",/*???.D>RD8).TP5FEF59 ;=R_C#Q MFOUI\\KT2!BG$LGO^((T*Q%TQ!^CCLK!4EQ3K^$A6H+'6_;AL*)S_VP5%=_9 M+ET^!C 28OGO/^4_4RJ+88UX".*W4W);KA"T:IFK*8;K#VO->UX9HR">@.> M7%TI8Q6PD_5EVR\LF%2CER45)#GO?6L%EIPFW0E:7/'02FJ/B[RB)L-&5.31 M^#Q=U>CI6NP$^5X'CF[+Q5/\@GW\.62 RV0!]0!*4 NV+M?;JQ8RV2\N%Z0@ M*/#3NY'+!"=<<2>?"W@T(Y?%TY)8,%IU<%$=#E&.56>#GK1*:\9\XW*&<0NX0FT 6 D'S M[S 0 %3@<$/BW#N"1Y(WMNX-M*8)5%ZQ44=[5E(%ZVJG[/&L=% _YYCU)MP& M6IU+2#VS$ [PM*YS/!=!,BDJE4H=NM@_6%5*A:5C-V^O2I+PFY?1ISC]!@O=L<=,9##%_V8N M\)7N CO@27CB%KMD.284_-VO)U8._RW9BX@'PH2:P)XGJ/',K@*4(JIQXMYX MQ@%A%!\D8C@U[#JA\9=*:L 1[DX!T*!,)*DO > M+0&%O(/NJ$U;)&;C,ULH"Z<$2ZRR0/[Y'0;M;KPUZ,FGZM '>GXJG$'=)*8N M?*V;4]VPBPF$9=1"% >-HOI8(U>(<5(NQP[.S>>5AZ*..[%JAI^S;J2_8*FV M?(KFM--Z3*FBXQ;KME,CSR#BB>SEGD%R7&SKC/,>[+$OFOI,-P?N]%G'L$H5 M71Z$7P603E2K@9LCNH&",,4O\<_@]8S!1P.U!CG@><)D3[AQ%4P->D%GT M%EBLUY$,9N<[9#RV+;$5"_9FBEF=*".5AP>$KX2O&X767=2)*XR5\#M*;%#^ MZSTFD_'ORZWM&F*[6%%3,59\BW?@>82$'1,L*>V"8P,D7=X'9A\M"%I M:B#'4J34&K%$FFF@&AUS,;F"?QY0G^^@W#XT0 A'-FVM;1>D@:YR\(A,0/E< MOD.FJUA%\@OE?N'[ D-T!+]T7,[7Q7^!'1ESRFOH#C:%SYVY4 1PA(7>33"Z M5ZH<'EK6&V+2A]QU@&TYT!@>3'CCSU_)-T3J;U+8G M/+1E1^Z9Z4[-E G]B&&P-V!5NP!0$+Q*-O/UW,:N.HI=6>-3\%H"%>$Y0R(7 M^41;O;-C*H+BJ&;:FE@->^I>ZFB,Q1CO=9]3)_D%TW/$YDJK6$0U;"E8_6M/ M8$/7J[+2;/C>K3,M\"?IUO[29QE#3)2B?G6@X;.C']ZT,^4DX[+ON#GKQ=N7 M@MUI&C5P;^\H 0GW!F4).8-T8_#ITK(>9 B_UQYT)GOI&?5?C;!^T2J.F6EL MA>=026C2$Q*=+,:>!D*D(#(R:HW68W)NVY+( "K*8AJ2"DM!+7,Z+VDV2$DR M1]&Y.=:3CKZ9A4LRCK.?FAWWG*<0\#OJ&$2,F(8TE00\AS!.+%\G$0$\ CXW MRU-F=6N#=TS0OS;-+I&V "/6A_<^-?VYY);1K_$L:MLDL[OTJ T>G2K9\-^<[9"+?:GJ+M#7;'4"[!UB;6K7./ "F>1D"*"$AQZ2)$ M[*@QL7.95,%"]'==$&H,ZW6D:(KADSG8MZU!26,F@Y+ QH4$7\OE.6J3X7- M75[U1FN71(#1I4"D->RG&FH(9?RSFTI,].J-T59+O(S=@YQFH'&K3UZQ4D?0__>^E!JP]VT,D#?"&:\":0^XJN%O[NI? Q M)>_)4F9(7L/Y"CD?,QAB!=C ;/B(/3EGM^5!5A[QMM!2%H,GU,^ /U8V2<*8MQ$ 9G&YY?$';^I%UB;[#HUL&\?> ]RGQ MSWD)4U;E #,0> >'";G2+#,-Q85&EPS:J"38)'C5/8V=20B6J^796%,P>?X0 M&Y!C;B6E/4GXKNH++-:"/V\% GT240<'(:I@U+HC'E_GCPXT59ID9IYJ<52?"$%S28+;,9P!4:Q_\N3 M?@WB>CLS/\"!1@AK;*"3*8S,HQWZ=OZ0@N/'M/BCH%R.E1F!H)EVZ31":"A-FXD 8 M>Y!SI&96%=Z\O2NA@G)3+^FM 4\TZ/ E38LX/+PZ6RUH"X%, M 5WR"TGE<. M.)70)AVUSI\]?N]OWA#R M)4XU_8A333^--C)N\ UB<9'J$Z#Z-6;97CXPEG5;)/U])?VKW2!V%/J?G0<^ ME7GD1_+LDO9%]([M+ ^*[465<3=YYO;CSQ\AFF D_7TD_:_P/U%CW&$6^*0: M(^J).\PI44]$TD<]<5]9X-/KB9&BC"@W[A;31)4121]5QGUE@8^I,OX.#TC^ MB3-)DN]KS !'#7$G>21JB$CZJ"'N*PM\3 WQ,_:76H\BZH>[R2%1/T321_UP M7UG@8^J'T;ZA*"?N'I-$%1%)_X%5A+3M3J,CH$%4(1[JC$"5+>,1;^M^$FT M;ZFQ0BKWU4Z]/^+GKHL.EXOUX-FJK@5K8ZV[59U[0TZ]N1E4SEX@P@P.-M"5 MEKD+W)-+&"CT)$(T&383S)3!+_%QWN!C:N=UO;M"A,%U.LPW MK%SGRG 2/@U. MXB0\-%[3^*@;P627R;E%T'8!,Y() M#7^F=_"$:T3Y*IJL7R.4-.'S_$#H+;AU0IYCG)@ 84YZ$M(,?L9MO^KR!@"" M4*EQ/#WUD>8X%17[=K@10_HN" 2NTCN]&]+L0^!0B%S)S:=I%2"5T9,4/XGW MZ19W17<"P1+RD0Q?O<#IU9WIE6[3-0/[.%"7?4]6O&WLN$Z+')&ZD]U.;@,5 M7E&/:75:XYD32LN,AF0;$"&:&([/HV;1HLH:FBW+V#GM&.O14G#\,WV.S$2G M1Z>V2:D[5N%;#&""^T++ M:C(56W1,;@-$%5O@\(99:J5 M$837N-9YD39;T&.VW\_[NP'#*]:;NM4[/8%&%7DL@^2A"??V@A?>'=\5G@^5 MB%964?@61! VH&M>4R@# ?B+=D-0@J,\3U%LV7;_7+<9*!U^XM&&M/4[N!;4 MEQXT%,Z4E2L6_\"]37 OI.47SLL0"4GV!V]O;AH7O?<@:C&XM%*B M9LOCS@G9-.4)#25<2T1IPD/DSKZPX7$*''VYHC& SFQ:I:Q-I061X ,$OL7" M:0:3$6CFG:]7 J#I9(\ =$);21NS*)24\29H*I6Y="G9!.=U24-RD5D--#R# MN2!8!Q(;(7E)J_$/C$8C .HV %]HK(4"![%!PT^N>DUF7)Y]*?>'C@D?'!1LV)JU M[[A8"N'IG6RA\\P(\L*_IS.6 6 /*\\\9TMM[-5!GRJ;<4PA#SN$CM/Z)[* MR@Q8\VXM]4"3,X/B0UZG@M?1/T8E9^&-R)5F:O\QX8%-X78>63N4AQG16?GXFT[67M]!$E0PFL0 MX 9 RUJ__DQWSPP&($@1$B4.P*ZWWA59(H&Y/-/3UZ=Q7M@5S93+/5,7JFR_ M++^M2FA)F9TEFC\5G VJW/_3U;6BF52?KTI;:.\A]OCGQ;W46;0XO=Z.U'=J MI?[2.!XM]9$ WUQWLS\@4$OBN:4!]QSB5T>+.?!3U8T#)!TU.1+/T#T%KPOM MZEK2.A3K+I[Y%5VKGE#O/?=#A ;/"+A8TJ 0P\!X=4_U[=@(B4Z@L (3+!0G M2C-I%JE^.? ]TO[3U3)*\^D;1K1 65A5W!$;8-@"Y:IT!E/9OVHJ*"Y%Z-Q( M5,11] J7[*+??S4\.7XU.#T_>=E#MLP7LH7F84]E'D&UWE%JO6=1S[#KBGU5 M9X 0*1: H7Q\5]US =QB<&J/O?/3[Q49@Q;JLN7GL7?95W]TI(N)@!Q,CF0K M=?-MFA$%FGY-M'ZJV!^4LE 01Y59+JZE&\64#>Y5T1,/K_7AF_).*2$Q"H3P M%+;.OQ0I9T\O5+FYF"VT!I\O M?EL6H\CT+YXSN! ?B//;3+I*@6M;VQ/@4!7O)X,\Q/<3X;-D_?FU]&FWXGX% MWR"H9VAI14%YC$)0@WZ1B\&Z,V@;(!4_L[N%7E78:8H,I^0J+I,SPJX K:8VQ0KZXDQ/4EP2IJFI6RWO$&L0! F3B=CBFS#.%)TA M]KM&XE.ZG.5'PI@A,T5J!^4 M.N#B"VF6:\L3'0%A',XD(5-ATSOFJ%PXX?K!=/HG6A-6E&?PU,JIK'&P56S@ M=7N,P0<2-? >'Z<'#4L!_$;?QZ)G-A&Q"1EMT+BYU;Y_U M.^H7!@#QG2B)-*1[-T9V-Z"NVT><;P MDW*Y06J7QU5R5,AG"<5,WL[BFIB$=6U0( M(C_6C9:$*A(E]Z@L0%@?6M[B*$?1_E6,#9-SFPRC&JV#PU] MM8?871EZCTDW=]'0"8+I>D][1 )9>G.#Z%;P#2,($8I MP_7B7:I9J2DV:=BY_,MKSV8G$"" M=(RJ1=7J$(&H1%'9_;7LUQ(K]U'ZTNI\8R8!K(P%>$=JL$63A5)_"%_< MCV!KC4L='F!D(24(JV8)&,P9^_,0FFK>@(E=[OF@"(@K+H)*JLF2BS#,Y!LF MNOM9-6V(>N^I)F9.R01%1^)=&N9PZ/_Y ($#=>D+2?[[[^^T3Z'R1]TQE>2# M_)#Q">5_>-&S_3 7MMQJG?(#=U2^=)DIT.Q^T-"F2?OX=NW- O2AN\Y![S F MTXRQ^QWU02N;\>K&AX,M+')(NX7[$+I[)E+AK(@(U6=/*)%NQ3TNF[J+6T9A M37W7P>\61Q*I8%I-)/!\.#%8_:K%?4RQ%MEJ27&M+RV;*B/\>S?GR_[WCX7Z[F J >H*LT0F3GPWZ#?" M[%;'_ZB%/VW16,^.6X@1B0@3),-F@FWW"S\\;<]8C\]:")+ALB0Y;9\5/_>LN%:5JZO M_CI<.TB#Z/PO]H=^RZ9C<*8_JFZ/3L?TO!K& 4WXFN_!WE.);I0 M' $Y$A]A5O"+*U4Z+K[;<_\53K&;KOB#"ENKYT%X\RK+DK&JTY ACBM9$_8Q MP)PL61>F7^Y!Z$M\>YXF-ZD_HX!.AHT"L=DR>!(EA#KJ6I>/92*)3N9VE&(>9Z=F!!"0( MKX7C)[6H+##F:$P4VVQ1K/4_9NQ3E=I5V0XHB)&I#!-,05!D$+?49[ZKS[=)FE>,*W"NTO? MK_V0V5NZ]A.Z+OL(ZMX@(].D09N!V+$Z.EL27]";29O*+L!DY]@ M28)O(7787EX570_ZU8\6058N]S33),:(G6#BB(.OZK4R16,"J1\S3)+(@W+A M<27(>Z7F3T/7H2T(@T^QB;4J:5,!LZ*)N"RVRC!I.(2!_> <^D?" MM\5^P,"I=AV+!%=6K[LKJM=K:%C@,K@%MHM;,P5*"'I5C&_688LUN?YXI=;W MR"W^4OL(-TLB%+'S- S@&I+UI)@S!3L!Z42Q3O'%RP2KV]S8GZ$0EJPPZ?T; MYW DED6E6QE5J6*%\!/FW"2'@?@1$FG@*STWP%N ,N_P]\4W]4P#:#Z?W^)= M5O X "&*,12\2Q%^1V_(8EEPKX>'76[A3$"=,;(LQSX$7W/QL2*_/HIT?UOU3 @Q@^2>J&L= M@-@C+0G$A_X%(1;7Z5ZO$L;(8:6ZDR'U] N:E#Q'*WDV7V85S9@J/XB+2[0Y?M2U>_X[N"X5%6Q\B*MNQ0=G4AJ,N%L>@]^*K%W M2%T5C8Q2"A9( 3AZ,F,$7JD24W15,26DCA:RL!B_5]T=2C&I_I:NCQFN=W2/ M5#"CD%)&#$HB,_D*14M-E9XG-\6Y$]MPZQ9EHDNOE#-1"ZV$$]@,PH8X%&(K M@K68"64>QE$2Q 0Q$"I'V$L;E#(H=;I7>6GPQEL!9K$[97J4R,'3@HSN-YRF?T:41IHC))0)N_(\BCU-<_.RM%3[^)DH^R4RQ-O4.VK9OT.S')41H^;<8NW^X';]%AXU0< M-O;<\.CF(3NPRDEVF,EBV^I MO=Y-F]>MM7DU@PDQ<*R^[*'X808VABJFU51(TI:J\"V5ELWY5:VK++BYH4JJ M%6P-XNO:5$ [&DO96<B*&6CYI?>Z:P"@7/JV+^ M4CG@$L%%D7&OSK.$,.J5=';GL2>\>&X=*:(/SAPH#4[*7B6CSN$S%GPC0Q5: M0O Q7 A-8+-$/[G9073EB4LG4'6\HC0P54YUWY#1CO:@X G.J.SN/\3,DQOC M=4OC?>R1=U<=>8>/_*..E8ZG5.(?-IW\=Q(@0! ^IU-F1FKDM99C/&5"V=&U MKE2PT.J"5^7(2$WM#;[8*;\7,?R#>SB0A;8CL /!7 ./'O(FHO=0$5)DX3=) MB?'&/1S*[_A JA@*U(+1*D"+/)8FY:11HD*V*)Y(1UEHN2*KK5""B%<<'[E8 MD5O0SRT7!]&*')X<*6H,GV8J+GH8"'I=@9]83!;FHEWE(?K"D48Z0Z5M%LQ& MR(9WFZ#!/A:#"J',(9VXBBD/);3!P4>N1G"D)0+"]^;'D*5WD:(HTA]#=]Q, M/PG=DY)A$6HN7]&4L-RJ*,6NJ;MDKUHI69YDKK,BO&F/$/"<3T6)W-+5A!@* M95FKN%?$@5C "2F*96?8W EN""R]%VKQ+L MF-)1)#:HFK67Q]NJW!4R&Z;BM#C*NPTZ>ER4\.LP*CB/;Y(T+/$!PB'2#*_+ MW(#*O##=^U5N01TK L>T@V0!^N,A\0OI!@TNU.7F$'O-U!THQUEPY*)_NT06 MI9XR34I%P%*G4"%C97^00SJ#F)IDCS()LL3?H)=%\&TI"%;E@G581>-GDE M?=]J0(5S>9T4>M'12ZZ2GJ.813!83M0BJZ^P7MD(-K16J7XA6X8D2YE(CF*J M'J=@-29=*6(5H[+<4<^=2NFF6!FH=4(=M!NI5?%^'48U$"%*] M0M> SIC0'.,5LN##DLUV2?KAD8[3&[&R7TT^!857ITP#9*#WCKZQ(PB0_B$R? MNKN5#0,,4224V4Q*/TT&QQ?G(Q%VVF:$@7@JT@F-QDB82"CT_VB1";Q%Y"TE M7ZIIZZ']RA84V1NGI)15>JU-4:[L22XL3P>A2\SML. MKP?STWOP;TROQ-QT]8]12I8G)NUF>6&KR@Q'2@D/8XC<]" 4T\,("*1!GQVQ M2'L*YB[:C+GW4G(Y9C8]U3645*U5_@G%L\[.B6W#ZK+-L )19KH=,&$! Z6D M;V5%4Z]&8()GX3<_W"9!''YS?P^GT(E)^8S?4=Q4$SE^^//_Z,Z6C@]L^Y#* MG/66RBS$!TW JQ0+R7%K--($9GSY073%L4N\T;\$8XP)N\>#'M2O7##X M'^E"[K<=_=*=05IB$3V2V>VJ.(84Q@>*FZ ;FF3^UBT+"_YO-P2>;GKDQ% U M993+J;;SIB?6/ <,9-70&?I.])<;GQA>PH'XO6;,UB>'\?Y(O+G;K&((2UY3(F5YM6]OJSX@3+A7JG<^!XC=;7UQC+I2N7P9I42WW)=+R2D M9)*96642UY;VN@^4]H93I9D4W>A!^RWZRJLE0)U85N]2,TC,DX04+(/_B8_/ M(X]/J^,W&)96+6, Z4&@PD8T# & MTV%5NQCGL6D85>MTDU2,AW/ M@OZ8^]\$]"KSZW,%G-4MIC;-%L,"S"VDS+& MF59-146K W%% ^W,,>A'C-Q]=:-)WAI7W,M%:ZBBZ] T3&> /$FR4M/LZY=R M?R\DE:K4 @EIY$!W*)5'?Y@)&:2ZE+MU7WF<%!PT\&>@C#)*C@I7(3(HVM,[,N!?I!#&J'XGJ M5@\.$E.^23921#"K>7M;RU_ M:0DYR!:)8]>)ZA7+H&X>:!1+! YC+ J9*MFA^VA#=286BA2=,4E-*V*3!B5> M;:-'/,JWLBVV"QH@?,1@1MS#2AC4.R9Q=$^H1VX ]2< ?13&7Q0GPLS'O"#Y=T>K:\M#JAV1 MBC&.DN0+W=K$]:?30^A$]8KSM.(DR11=U7.^FJ-+YPM.3-TADUTOMV^7.IH@.JD@ZZ3&@,1KB6*P!459FO.LA2 UWI7-IPD5!36*(;M:>])# O MJX)?!WP]296[QXHB2$W@+0X2+..*\F9JE"PN2UW: CL&8$1Z ZQVEIV\@0$) M>:>)_4B1OY$77$"Q[YWVOY>'\1[IIH.9/&=2!Y3^M<&%)$:@%(":]X\";, H M7DYT#(.+"C>A;]+8]<3GA3S/U#&-($@_\34]K/PJ\)* >N@4OPOCXC06SKD[ M>10EM2DM6+5G:]VP%9$?S)Q$SRB0"P$^WS#-)/D@LG>K3TL6V+!PPXK_CUVQ MWMCF6=:Q2RJJU$QP$/C(-->?'"SON(#&RB@H,Z3I?(/Q=*#"0N2CRA)C2;F MRV*MONQ[YSM6[9QKBS%Y?.%=;&9,#OO>V<6F;5//-_MDW3.;4UC:V>"1NX7: MTY3V0ZGA,R_=HY=.PG*IT^@^KQW=2WA4VU;K5F$# M##VP#HU:N'9R_F8[UWV<__#4EG:VCY^%/,=Z-)9UN7W*]NRXZ>U3AF[TP&W; MT/NV--U\PIF0R*\[%#9T]7V:S&KMT(V>O^T:^M!LA]K:0S%-.-=8-_;0#QT)C7P_(DB[5 MCY^3#4VK>?0;=^!^N:C9R[9=>B!T!X%%2KK2+3,QS0JW0(;L:G) ZM/Z952X M1)"NRXXQW:*GZH:PL/B3S';N.;___JZ4X_E9?>L*OJ7Y(S %0$4,2XFLJI ) MXHN*BWV6J,23VJ8IGOL)4ERF@,A;R"5*,BP*P*]A&K XR#"@9D-329B"L%,=3-7B>;4B8$0,$Y#L>FAC[U\ MBR(Q1V8#&#OMN;\$F/T#(U)4"CDT_E-) &IGU8+#(LMEPEP.ZA5<4) 0C;C* MX=$E8;BU 3Q'/M&9$CE(#SO))+, $PZSY4HQI,&'9CLR/1F_AZ^#"A-(X!+K M/86?*8\J2Q;I.'CAEN0[.)SED[7F0,%2P==B9Q3<^M%4EZ'A3DU+G735(E,Z MVI<@F%,=$"QLA)5"NK#!;*)0=--!.$M>=]6%7F-&]A=R4I7"#GDOF?D=E5&' MK9,1+N7>OL7K)9@6HU=EP>1*7+EQD$/[$O4D',P]R@?(O($*)248>J:,25>> M42L0]:L$OK,2^+4GJ"8QL=:%\J93SQIBCPZ/%A8QTA M)V#L4GP7$%)U U1J@-UMQ/L\53MP-0.N(CR!->N#9"V0R()/PU6A+&/UZ@(2Q"'[]3)L4KN9&W>U[I\.&BPI[ABRFV'BAQMW&Q#%Q=? M_NY84]# ;O4AA@$BGUZ2N3=8XB&[!A4?]MP/^JDUE57W9F7A!EP\)6HT:O"K MYD*)IC6+H5)R:4_@>[AAZ\ES/#%(6B],,)0W5CB#7@831\R[D'03\26J9TGD M2]0LBVS>K$BSJSP+UM!\1K.41(=2$G^E#%5JM""^H!HFJE;>*C4QC)")@^0W M#(; 7,EF;):]B(G#FV0OTA*8D,:$0Q3JM<"6!X0V<2HAAV/#B4FX@-S( ['& MMW(417GTZNKF)NFFGLH&I)YQU#8K-H@9=%-.%1)3'$US4&S@ GCW]Z?K#X6$ ME&RV)!X\]Y\/YJJ ;(*9!T0D02WOH DF)!W S499EWX$IRV3BJONLRSKN*"W MRKT#HLZ^6T??-"ZA-EOXL6[R45+X=+:KO-P)$+BS,$V9#EMNRB3AH]LR(1V< MP+]04?QH278[*%5E%T"E]&,>JZ$!Y8EYA569L/&X$3XD(D'5QL.2"JA$;O - M'@47ZTQ\3HXZ2B8WJ!K)=FY"J)"RELK>VDBP/5F,?3FB68"WA]!VA%DAKHDB M.;>DCE>/F%:;U"2A^6$FI;8\181?,4O(QG5(@$,@BRR"L="KU1#$DY!>!-1. MD'Z2R6S#]1$R-9:$):N61BY+SZ%A5M]%)H/9*0;$4!+3OIDVU^H!*60 X409 M*_[X-A0*@.I7+BD3G!PRI?+:I:U5B\1%" ((AP%:"0@"<=]+[<2P)C450T4V MD6 *H7D6G*H(%'-8@0SN88/^$/HLP1;JY?TMN8/$:DF4:,!9#@FM2*'D8MOZ M>YT=3GU[X9:\@SQO,MO,1Y/A2SJ>.&Y@CB*=78U.@R_.J'X"WJP409-,8"+N M#>+ST49JK_@&O&L1AV/96I',Z@RND!">8H<:7<&"@QH%'+-"#X0K#6V)HIM5 M(=V25%E.2@\UK 953<='L2-@R 6UM%I1'0=X!69OAN;I,0PC>9!%-2)V=+$"GA$9-!N6*PHAL@ J- M3H'[,Z 64[FRELBH5)H(M, -LQ":329AX13!VRU*,FR9!T-"B2V$-]RO<,1G M8N83"8EI*MF]8R@#F0KA!;C&UG38*5)[=TK%2K; IN!L ?=.83ZMI%^ML]1Q M5\2*R[ZWT--2.J^PX1[6T8KSK GTU56)5@E]V##X'3T*BD"A\H+W ++.@+(1 M&>->,JW&B!2!R$PLDE#8Q_)"]Z4Y5X+ K*?AZI;@ZFBX%G6:^/4P5IY26U+I M3[V+DXVRWB]/O,'9D[/>MU??3 !N@-C-4Z%V/]9U5>2[K+N43S1JN!P;V\A M>OA&)>0OV5WTRIDDXP6JV6#12H/'#%'X(V@/6N*$ @U1\HZX>/YHYPZ_)I%X MU)$N&H,/BLW[*K1%O"S4-A7:=D$N$N30A75;;5>?WACV*PHP3^#,LE:PL&1_ M+5+W0YH(DU3<^!E1N/3#;.#>"BOFIP.X ?V5 M' _-E^;)8]SY2/Z3+%)']C?7.!;(D?^[XSK5O^:!]#058]QY\>R#Y<[N7W%T M;X/: YM;Q+,93PW$2Y+<),9\H)SC<*D;@=0V5Z1-G5B;X MZ7L7&Q'\#+V3A@0_-W0;C+YDS2?T[Y Q8'6 TB62DGW&"7@U4'(5:4V-0/DRDR)!B2"&D=$11 MT+57NOJ MW6\J/=(MOJDZNVR UUY!YE,&L%,#X!>EOWJ(O)>N?6 >E+2!XO,Z2@*)D7-L M'I&K"+/LWU!*9'OCWJKH6>%D*F)EDP0]Z_0P2OEG$QBGL:V09C%"T]_$I8\_N9F"(L_$3" 'M4"$$TS:$IO%"/4D@#T$\1 M"E&8BX>E$[%I8AOC$+U2ZN] J"-#46:Z%?W9TK9'W+E94ZAV/$T2<-L1K<((B3R,72#UH!8U:\8/.RYTV " ,;F.NCT M1,^F,#3J$_'$SCG)"/#1<[_"+.\-6OD+2\-4"88@?6S(#.4N,: MVG=%F:=RU:4,_?/J'R<60!8OB\8+2NRE,5$*SAC3U\$1BSJ.,$II^9=>\_PM M.C;V/'S*@[D[>%F"W0;"Z$5)4M%QA?2 XG DD(.GN3''TON6*J MPZ/,N07A >'L>&)3_PGV-E-$J!4 7_J&Z\1&%H4Y_44:XP32(*/,.V*$[Q_"/PMP!$X(Q,-0'?2**C0Q<9Z F?5D-=0K6?NC/E_X/,J-H(4FCB/"; /(_!3# MFM$MAF-( Y+7F$4+)S( BQFCX/X<4@5,^/2Z=2 MAH.!7@+$"[0R;*&V:(VRZ!1W%"N,+&[:(6Z4P@B.?;YW]A<(IEZE%!A#YS92 M4%Y(S7+*:I:[4LW:;)3/JXCMX;7+3IHGW+G7?.?NKZC5]+"5>Q?E5$%V8-1* M'+X#6Z".*@E",1?]_JOAR?&KP>GYR>-])<\APM;=-4*4.XVD^+IS9$/#%XP< M#:U88$Q*S; DVJE$;N[ 13?&Q2N(L'+L:^=1;S7\G?P(%+1.PBER7*E*#.P> M:];GR](,S_TY&/O@_=-%%(G9/92JBY%WC/>&,A!LC@9]F_""3-)?9,#= M$F=!$9_.PGR!^V -'(_M@2,$BJM@O$WN*&E$5HKJYD]"**Y6TDKHR^2^)I(X M16P8)_KNTVWZ418OCX3*OC%HD!JIN'$D>QXK8_L+GP(Y==#8 $Z0NL<(8@1- M-!H>)8.6,KUM(3O@)O36-Z$_'=A!=,!"KK-"KK&6!8+0<_],"A8BI?PCB9>P MT!8Q?"98,BHQ&=V>Q%#HYXK.!@==#^LZ[KZL*T562M8F](+MFY$]5; @PO%W ME>^)LH>)U@S3^A6MFDK]UZ5QDN0":QC2X'^H]!\O,4SI1E8Q*'$5=OYD(792 M)8W?0&9P(OX)A&$3/YUD/<5MEI5HR)#Q,K\%IH;1(@MC(+*>"%E3#"X3_YNB M9WY-^K)1!GL(M0:)FVLN5IE$+4QC;!MIH!VH0B*E3LF$1QI4' M:A*F8JTE^*1_E1Q*^"58>_(K(/A1?Q)/JLP<";@6J2R/D&BM? 8":\ Z#$1: M6+:]R&^35*R.RH@O'B7+&Q!LXM?C( 6O!C*A('P6$67R2<@D9LU \&T>)6&. M:_*&4H[1?RJ_#TXJ1YQ"T&]\699!=-C%FKW1E&.)XL$QJ@&,M^HU) \S4.L* MX(J1^ZDD-DV3') LUJSD]I/$S%8 QM@J1VTGQD!SJ&(1!UF>Y.!;,%[D 14N M^:IP/B6'(^5$XCZ:$_5D)B,RJ&EO(JURCX@656G59)5;4L!.5MVH)@+*ZXDT MQQ^2NP %\U4N)&PV"*> R!XUE'#1#YJ!9/9+?DCN@C?UY<2\C9O81T33B?-FZ5V3X.*_( M\85W?KZ15^1LX V/G^86V6HW]6UT4U9_00N\_!#X5>U3\ _UCT%%OO(<_%WM M@^@OU2?YXR\WJ9#3$_67]V?OS]]?J,-4[.>:#>.EW^K2OUQ;N;7RY7/B M>5 M>Q7KX1B$5WP>NPJ*!TT I"/7H_%7J(V/Z53/P&@Q,)3IKD:SQJ3PW$_0>JS^ MCYED%T#B41_38%63.&$(&^DU*A7*3!X4%@HZE"3;;%+(KM'B'BGWB_PG%F%[ MBM2J",/\)#]DD;5O0'B7S.91D ?&918'=X7GC3(HB5L97"9 3!#FRJ%#!"@& M$YERCWON'P)-R-HO?OU#'4-9S_W@_>6Y/R??W,N+\Y,>< 1CD&@<]/1H/EZ[ M_>'E2?_51?_\A$76/B.U*K*";W/T>D^"*!1[?L^B:\\ \6RBZQ.RKZP572+!@VS,T;$,MDAGL[4G_?=D^*>*&& ?0P$PU,M>)OF$& MA,#BYH#\K\9JZ%VLPY[+U<25I.(S=FR29R'_)QM-3 MU>-KTXH?1:S[U:>K*9"BQ>(_D)B[>I)F+A5";X!G/* 5%M MME77%_ 8 $\]=%8M-:"G%_GD#= 3@O1=6=)K7KC�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