VFA is a wholly owned subsidiary of Virtus Partners, Inc., which is a wholly owned subsidiary of
Virtus Investment Partners, Inc. (“Virtus”), a publicly traded multi-manager asset management
business, as of December 31, 2008 (NYSE: VRTS). VFA has been registered with the SEC since
1985.
VFA provides discretionary and non-discretionary investment advisory services to investment
accounts for pension and profit-sharing plans, endowments and foundations, governmental entities,
other corporate entities, wrap-fee programs, investment companies registered under the Investment
Company Act (“Registered Investment Companies”), Undertakings for Collective Investment in
Transferable Securities (“UCITS”) authorized under the European Directive, collective investment
trusts (“CITs”), and registered investment advisers. In addition, VFA provides advisory services to
Private Funds that are exempt from registration under the Securities Act of 1933, as amended (the
“Securities Act”) and the Investment Company Act as well as non-discretionary investment services
to the sponsor of a Qualified Tuition Program under Section 529 of the Internal Revenue Code of
1986, as amended (the “529 Plan”). VFA is also named as the Lead Style Manager for the Virtus
Multi-Firm Consults Diversified Portfolios (“CDP Program”), a program of Managed Account
Advisors LLC (“MAA”), an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill
Lynch”).
VFA’s services are tailored to the needs and investment mandates of each client, and clients can
generally impose restrictions on investing in certain securities or types of securities in their accounts
managed by VFA when negotiating their investment advisory agreement. VFA provides investment
advisory services for accounts that are (i) established directly with the client; (ii) introduced through
wrap-fee programs of other financial services firms, such as broker-dealers, registered investment
advisers, and other intermediaries; or (iii) mutual funds and other accounts sub-advised by affiliated
and unaffiliated investment advisers.
This Brochure describes VFA’s services provided to the following types of clients: institutional
accounts, registered investment companies, private funds, and collective funds. VFA’s separate
Form ADV, Part 2A brochure entitled: “Managed Account/Wrap-Fee Programs, Investment Model
Delivery and Manager Recommendations to Unaffiliated Third Parties Brochure” provides
descriptions of our services provided to such client types.
Assets Under Management as of December 31, 2023
As of December 31, 2023, VFA had regulatory assets under management of $7,966,189,069.
Discretionary assets under management totaled $7,423,840,906. Non-discretionary assets under
management related to the Virtus Collective Investment Trust II, the Virtus Multi-Series Collective
Investment Trust, and the Stone Harbor Collective Investment Trust totaled $542,348,163. VFA has
$154,354,542 of model/emulation assets under contract. Model/emulation assets refer to assets
that VFA is under contract to deliver a model portfolio for and are not considered regulatory assets
under management. VFA also provides services to $2,547,594,047 of other fee-earning assets,
which are not included in assets under management. Products covered by this Brochure comprise
$7,874,758,820 of the VFA’s total regulatory assets under management.
Sub-advisory Relationships
The vast majority of our assets under management are delegated to affiliated and unaffiliated
investment advisers pursuant to delegation or sub-advisory agreements (“subadvisers”). Under
these circumstances, VFA is considered a “manager of managers.” In addition, VFA delegates
certain responsibilities such as trading and operations to affiliated and unaffiliated service providers.
As a result, with the exception of those clients listed below under the heading “Relationships Not
Subadvised”, throughout this Brochure, references to services provided by VFA should be read to
include services provided by a subadviser or service provider to which VFA has delegated authority
in connection with its advisory services.
The “manager of managers” structure involves the use of one or more subadvisers to manage some or
all of a client portfolio (Accounts”). Under this structure, VFA is responsible (as articulated in the
management agreement) for the oversight of the particular Account’s investment programs and certain
day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis; making
recommendations to the client regarding hiring, retaining or replacing subadvisers; negotiating and
renegotiating the terms of the sub-advisory agreements; monitoring the subadvisers’ compliance with
the respective portfolio’s investment objectives, policies and restrictions; setting overall investment
strategies of each portfolio; and providing certain other oversight activities.
VFA’s subadvisers will change from time to time but as of the date of this Brochure, subadvisers in
connection with institutional accounts, Registered Investment Companies, Private Funds, and CITs
are as follows:
Affiliated Subadvisers:
• Ceredex Value Advisors LLC
• NFJ Investment Group, LLC
• Silvant Capital Management LLC
• Sustainable Growth Advisers, LP
• Virtus Fixed Income Advisers, LLC
("VFIA")
1
Unaffiliated Subadvisers:
• Pacific Investment Management Company
LLC (“PIMCO”)
• Zevenbergen Capital Investments LLC
2
Relationships Not Subadvised
VFA provides direct investment management (does not utilize subadvisers) for a limited number of
client accounts. Investment services are provided by two teams: the Virtus Multi-Asset team (“Virtus
Multi-Asset); and the Virtus Systematic team (“Virtus Systematic”). These client accounts are as
follows:
Virtus Multi-Asset:
• A Qualified Tuition Program under Section 529 of the Internal Revenue Code of 1986, as
amended.
1 Three separate divisions operate under a single legal entity named Virtus Fixed Income Advisers, LLC
(“VFIA”). The three divisions of VFIA maintain their distinct investment process and philosophy, portfolio
management teams, investment culture and brand. The divisions operate under the names of Newfleet
Asset Management, Seix Investment Advisors and Stone Harbor Investment Partners.
2 Virtus indirectly holds a minority ownership interest in Zevenbergen Capital Investments LLC.
Virtus Systematic:
• Virtus Emerging Markets Consumer CIT
• Virtus Emerging Markets Consumer LLC
• Virtus International Small-Cap Opportunities LLC
• Other separately managed account(s)
As further described in Item 10. Other Financial Industry Activities and Affiliations, Virtus Multi-Asset
and Virtus Systematic Portfolio Managers and Analysts also serve as “dual-hatted” employees of
VFA’s affiliate, Virtus Investment Advisers, Inc. and in doing so provide advisory services to certain
open-end Registered Investment Companies. In addition, traders serve the above and other
affiliates as further described in Item 10.
In addition to the above, VFA provides investment services (not utilizing subadvisers or Virtus Multi-
Asset or Virtus Systematic) for the Virtus Multi-Firm Consults Diversified Portfolios (the “CDP
Program”). VFA recommends affiliated and unaffiliated model providers to provide non-discretionary
investment advisory services in the CDP Program, a program of Managed Account Advisors LLC,
an affiliate of Merrill Lynch, Pierce, Fenner & Smith Incorporated.
The description of services provided to the 529 Plan and the CDP Program are provided in the
separate VFA Form ADV, Part 2A Firm brochure entitled: “Managed Account/Wrap-Fee Programs,
Investment Model Delivery and Manager Recommendations to Unaffiliated Third Parties Brochure.”
Investment management services are provided in accordance with any written investment advisory
contracts based on specific investment guidelines delivered by the client. VFA may agree to reasonable
restrictions placed on VFA’s investment discretion by clients. Guidelines provided by clients may include
but are not limited to the following: risk tolerance; investment objective(s); investment time horizon;
cash/liquidity requirements; income requirements; and restrictions on investing in certain securities or
types of securities. Client guidelines may also include social restrictions or those that prohibit us from
buying specific companies. Investment guidelines and restrictions must be provided to VFA in writing
and may impact performance.
Advisory Services – Institutional
VFA provides investment services to accounts established for institutional clients including pension
and profit-sharing plans, endowments and foundations, governmental entities, other corporate
entities. VFA manages these accounts subject to each client’s investment guidelines.
Advisory Services – Mutual Funds
VFA provides investment advisory services to the following funds of the Virtus Asset Trust (“VAT”),
an affiliated series trust registered under the Investment Company Act:
• Virtus Ceredex Large-Cap Value Equity Fund
• Virtus Ceredex Mid-Cap Value Equity Fund
• Virtus Ceredex Small-Cap Value Equity Fund
• Virtus SGA International Growth 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 Total Return Bond Fund
• Virtus Seix U.S. Government Securities Ultra-
Short Bond Fund
• Virtus Seix Ultra-Short Bond Fund
• Virtus Silvant Large-Cap Growth Stock Fund
• Virtus Zevenbergen Innovative Growth Stock
Fund
Advisory Services – CITs
VFA provides nondiscretionary advisory services to the following funds (“Collective Funds”)
established under the CITs (from time to time, others may be added as negotiated with clients):
SEI Trust Company (unaffiliated trustee):
• Ceredex Large Cap Value Equity CIT
• Ceredex Mid Cap Value Equity CIT
• NFJ Dividend Value
• NFJ Small Cap Value
• Sustainable Growth Advisers International
• Sustainable Growth Advisers Global
• Virtus Emerging Markets Consumer CIT
(Virtus Systematic)
Global Trust Company (unaffiliated trustee):
• Stone Harbor EM Local Currency CIT
As bank collective trusts, the CITs are exempt from registration with the Securities and Exchange
Commission as investment companies and are not FDIC insured. Each trust referenced is a trust
for the collective investment of assets or participating tax qualified pension and profit-sharing plans
and related trusts and governmental plans, as more fully described in the respective declaration of
trust. Interests in the trusts are offered by the respective trustee only to certain qualified employee
benefit plans and governmental plans pursuant to a confidential offering memorandum. For further
information, qualified plan participants should consult their plan sponsors.
Advisory Services - Private Funds
VFA provides advisory services to Private Funds that are exempt from registration under the
Securities Act and the Investment Company Act. A minimum investment size may be applicable for
participation in a Private Fund. VFA is paid an advisory fee in accordance with the advisory
agreement entered into with its parent company, Virtus Partners, Inc., the managing member.
Additional information concerning these funds, including advisory fees, is included in the relevant
funds’ offering documents.
Other Investment Services
VFA provides investment management services as subadviser to the Barclays Global Access U.S.
Value Fund, a UCITS fund distributed by an unaffiliated firm.
Reliance Upon Certain Exemptive Orders, Regulatory Provisions and Investment
Management Agreements
In managing the assets of our advisory clients who are Registered Investment Companies and
UCITS, we rely on the following:
• Manager of managers exemptive orders granted by the SEC when employing subadvisers for
our registered investment company clients (“Funds”); and/or
• Provisions from the Central Bank of Ireland when employing subadvisers for UCITS clients.
The manager of managers structure involves the use of one or more subadvisers to manage some
or all of a Fund’s portfolio. Under this structure, VFA is responsible for the oversight of the Funds’
investment programs and certain day-to-day operations and for evaluating and selecting
subadvisers on an ongoing basis; making recommendations to the Board of Trustees regarding
hiring, retaining or replacing subadvisers; negotiating and renegotiating the terms of the sub-
advisory agreements; monitoring the subadvisers’ compliance with the Funds’ respective
investment objectives, policies and restrictions; setting overall investment strategies of each Fund;
and providing certain other oversight activities.
Types of Investments
VFA, subject to client-imposed restrictions and guidelines, offers investment advice on the following
types of instruments: equity securities including common and preferred stocks and equivalents,
exchange- listed securities, securities traded over-the-counter, foreign issues, American Depositary
Receipts (“ADRs”), warrants, corporate debt securities, bank loans, certificates of deposit, municipal
securities, investment company securities, including traditional mutual fund shares and exchange
traded funds (“ETFs”), and United States government securities. We can where appropriate, utilize
derivatives, options contracts on securities, futures contracts on intangibles, credit default swaps
and participation notes. We can utilize where appropriate, foreign currencies to purchase foreign
securities. We can also utilize (but are not obligated unless required by the respective product
offering materials or governing documents) foreign currencies to hedge against the risk of a decline
in the U.S. dollar or other currencies.
VFA cannot guarantee or assure our clients that their investment objectives will be achieved.
VFA does not guarantee the future performance of any client's account or any specific level
of performance, the success of any investment decision or strategy, or the success of VFA’s
overall management of any account. VFA’s investment recommendations are subject to
various market, currency, economic, political and business risks, and the risk that
investment decisions will not always be profitable. Risks are discussed in “Item 8. Methods
of Analysis, Investment Strategies and Risk of Loss” below and in each subadviser’s Form