VIRTUS FIXED INCOME ADVISERS, LLC

Seix Investment Advisors is a division of Virtus Fixed Income Advisers, LLC, an SEC Registered Investment Adviser One Maynard Drive, Suite 3200 Park Ridge, New Jersey 07656 (201) 391-0300 3333 Piedmont Road NE, Suite 1500 Atlanta, GA 30305 (404) 845-7698 301 Pine Street, Suite 500 Orlando, FL 32801 (407) 674-1255 www.seixadvisors.com Part 2A of Form ADV March 26, 2025 This Brochure provides information about the qualifications and business practices of Seix Investment Advisors (“Seix”), a division of Virtus Fixed Income Advisers, LLC (“VFIA”), an SEC registered investment adviser. If you have any questions about the contents of this brochure, please contact us at (201) 391-0300 and/or www.seixadvisors.com. The information in this brochure has not been approved or verified by the United States Securities and Exchange Commission or by any state securities authority. Registration of an investment adviser does not imply a certain level of skill or training. The oral and written communications of an adviser provide you with information about which you determine to hire or retain an adviser. Additional information about Seix and VFIA is available on the SEC’s website at www.adviserinfo.sec.gov. 1  Item 2 – Material Changes The SEC adopted “Amendments to Form ADV” in July 2010. This Brochure, dated March 26, 2025, was prepared according to the SEC’s requirements and rules. This Item is used to provide a summary of new or updated material information since the last update of the Seix Investment Advisors Brochure on March 27, 2024. The Brochure provides information about Seix, and where applicable, broadly refers to policies, conflicts and other consideration that apply across VFIA and its three divisions. We made the following material changes to this Brochure: Items 4.B and 4.D: Added no fee completion fund. Item 5.A: Added Leveraged Finance fees and minimum account size. Item 10.C: Certain Virtus affiliates were restructured and renamed. Item 11: Virtus Insider Trading Policy was updated. The scope of people considered “Insiders” was broadened and the trading capability of both “Insiders” and Restricted Insiders” were defined. Removed Mountain View CLO 2014-1 Ltd. Clarified which clients can participate in cross-trades. Item 17: Updated to reflect that the Proxy Voting Policy is at the VFIA level. 2  Item 3 - Table of Contents Item 1: Cover Page Item 2: Material Changes Item 3: Table of Contents Item 4: Advisory Business Item 5: Fees and Compensation Item 6: Performance-Based Fees and Side-By-Side Management Item 7: Types of Clients Item 8: Methods of Analysis, Investment Strategies and Risk of Loss Item 9: Disciplinary Information Item 10: Other Financial Industry Activities and Affiliations Item 11: Code of Ethics, Participation or Interest in Client Transactions and Personal Trading Item 12: Brokerage Practices Item 13: Review of Accounts Item 14: Client Referrals and Other Compensation Item 15: Custody Item 16: Investment Discretion Item 17: Voting Client Securities Item 18: Financial Information 3  Item 4 – Advisory Business A. General Description of Advisory Firm Seix Investment Advisors Inc. was founded in July 1992 as a fixed income only boutique. On May 28, 2004, Seix Investment Advisors Inc. was acquired by SunTrust Banks, Inc. (“STI”) through its institutional asset management subsidiary, Trusco Capital Management (“Trusco”) and became Seix Advisors, the predecessor of Seix Investment Advisors LLC. Effective March 31, 2008, Trusco was renamed and reorganized into a money management holding company, RidgeWorth Capital Management, Inc., comprised of multiple and distinct SEC-registered investment advisory boutiques, including Seix Investment Advisors LLC. On May 30, 2014, certain employees of RidgeWorth Capital Management, Inc. and its wholly owned subsidiaries, including Seix Investment Advisors LLC, alongside affiliated investment funds of Lightyear Capital LLC and outside investors, acquired RidgeWorth Capital Management, Inc. and its name was changed to RidgeWorth Capital Management LLC (“RidgeWorth”). As part of the acquisition, StableRiver Capital Management LLC, a wholly owned subsidiary of RidgeWorth, was integrated into Seix Investment Advisors LLC. On June 1, 2017, RidgeWorth was acquired by Virtus Investment Partners, Inc. (“Virtus”) and changed its name to Virtus Fund Advisers, LLC (“VFA”). Seix Investment Advisors LLC was a wholly owned subsidiary of VFA until January 1, 2018 when it became a wholly owned subsidiary of Virtus Partners, Inc (“VPI”) as a result of an internal realignment. VPI is wholly owned by Virtus. Virtus, a publicly traded firm, is singularly committed to the long-term success of individual and institutional investors, offering asset management through its affiliated managers and select subadvisers (see www.virtus.com). On July 1, 2022, Virtus reorganized its three fixed income subsidiaries (Newfleet Asset Management, LLC, Seix Investment Advisors LLC and Stone Harbor Investment Partners, LLC) to operate as separate divisions under a single legal entity named Virtus Fixed Income Advisers, LLC (“VFIA”). VFIA is a wholly owned subsidiary of Virtus and is an SEC registered investment adviser. The three divisions of VFIA maintain their distinct investment process and philosophy, portfolio management teams, investment culture and brand. They operate under the d/b/a names of: Newfleet Asset Management (“Newfleet”) Seix Investment Advisors (“Seix”) Stone Harbor Investment Partners (“Stone Harbor”) This brochure provides information about Seix. Two other brochures are available upon request which provide information about Newfleet and Stone Harbor. B. Description of Advisory Services Seix provides discretionary “investment supervisory services” to high-net worth individuals and to institutional clients such as pension and profit sharing plans, insurance companies, Taft-Hartley plans, public funds, endowments and foundations, government sponsored funds, governmental entities, educational and healthcare facilities and other corporate entities; wrap-fee programs (“Wrap” or “Wrap Programs”); and the following investment supervisory services to the following types of commingled funds (collectively, “Funds”): 1. Sub-adviser to investment companies registered under the Investment Company Act of 1940, as amended (“1940 Act”) (“mutual funds”); 4  2. Sub-adviser to a no fee completion mutual fund available only to certain Wrap account owners; 3. Collateral manager of privately placed offshore funds investing in loan and debt instruments (“CLO Funds”) and their Delaware co-issuers; 4. Sub-Investment Advisor to a Bermuda mutual fund named the Performa High Yield Fund Ltd. (“Performa”); 5. Sub-adviser to the Virtus GF Select High Yield Fund, a sub-fund of Virtus Global Funds plc, a public limited company with variable capital incorporated in Ireland and authorized by the Central Bank of Ireland as an Undertaking for Collective Investment in Transferable Securities (UCITS) (“Virtus GF SHY Fund”); and 6. Sub-adviser to the Virtus Seix Senior Loan ETF and the Virtus Seix AAA Private Credit CLO ETF, each a series of Virtus ETF Trust II, and exchange-traded funds listed on the NYSE Arca, Inc. (collectively, the “ETFs”). The above-described individuals, institutions, Wrap Programs and various Funds are collectively referred to as “Clients”. Customized investment management services are based on Client-specific criteria such as: 1. organizational structure; 2. risk assessment; 3. liquidity and cash flow; 4. income needs; 5. other sources of funds to meet obligations; 6. general economic conditions; and 7. social and other preferences relating to the account’s investment guidelines. Pursuant to written agreements, Seix may provide asset allocation solutions, investment consulting, investment and investment policy monitoring, and advice relating to current and future investments, along with periodic reports and in-person reviews. Clients retain discretion over all assets under consulting arrangements, and are responsible for implementing or declining to implement any consulting services or advice provided by Seix. C. Availability of Customized Services for Individualized Clients Each Client has its own set of investment guidelines that describe what types of investments may be purchased for its account and what types of investments may not be purchased for its account. Clients may impose restrictions on types of investments, such as socially responsible restrictions. Customized investment management services are based on Client-specific criteria such as organizational structure, risk assessment, liquidity and cash flow, other sources of funds to meet obligations and general economic conditions. 5  D. Wrap Fee Programs Seix acts as manager for several Wrap Programs. The Wrap accounts are managed in a similar fashion as separately managed Client accounts with certain differences. Due to the smaller size of Wrap accounts and regulatory restrictions, they are not eligible to participate in privately offered securities (Rule 144A bonds) while most of the separately managed accounts are eligible. Further, Wrap accounts cannot participate in the vast majority of newly issued bond offerings due to the underlying wrap sponsor being in the underwriting syndicate for the newly issued bonds. The issuer weightings for Wrap accounts are different because of their smaller size and their need for liquidity. The bonds in the Wrap accounts need to be more liquid than the bonds in the separately managed accounts due to the smaller size of the bond positions that are traded and the greater frequency in which the bond positions need to be traded. Seix receives a portion of the Wrap fee for its services. Certain high yield Wrap accounts will be able to purchase the no fee completion mutual fund to obtain exposure to Rule 144A bonds. Seix may not be provided with sufficient information by the underlying wrap sponsor to perform an assessment as to the suitability of Seix’s services for the client. Seix will rely on the wrap sponsor who, within its fiduciary duty, must determine not only the suitability of Seix’s services for the client, but also the suitability of the wrap program for the client. E. Assets Under Management Seix had total gross assets of $12,261,282,707 of discretionary assets and no non-discretionary assets under management as of December 31, 2024. The total assets under management of VFIA inclusive of all divisions (Newfleet, Seix and Stone Harbor) was $32,840,598,185 (discretionary) and $166,272,915 (non-discretionary) as of December 31, 2024. Item 5 – Fees and Compensation A. Advisory Fees and Compensation Seix’s fees are generally payable quarterly in arrears. Initial fees are calculated based upon the number of days in the quarter Seix started managing the Client’s account. Subsequent quarters are billed in full unless the Client terminated the relationship prior to the end of the quarter, in which case the fee is prorated for the number of days prior to the end of the quarter. Seix’s basic fee schedules for separately managed accounts are: Investment Grade Strategies – Core 0.20% per year on the first $100 million; 0.15% thereafter (minimum account size of $25 million) 6  Investment Grade Strategies – Short Duration 0.15% per year on the first $100 million; 0.10% thereafter (minimum account size of $25 million) Leveraged Finance Strategies 0.50% per year on the first $100 million; 0.40% per year thereafter (minimum account size of $10 million for leveraged loans and high yield bonds) Tax Exempt Strategies (Average Maturity 3 years or less) 0.30% per year on the first $10 million 0.25% per year on the next $40 million 0.18% per year thereafter (minimum account size is $5 million) Tax Exempt Strategies (Intermediate Total Return) 0.40% per year on the first $10 million 0.30% per year on the next $40 million 0.18% per year thereafter (minimum account size is $5 million) Seix’s fees are negotiable and may vary based on account type and Client services requested. Seix will consider factors such as number and frequency of reports and Client meetings, individual security investments versus common or collective funds, investment guidelines and restrictions, account size and type of Client entity. Description of the fees earned by Seix for managing private Funds that Seix manages can be found in the offering memorandum for each of the private Funds. Fees for the mutual funds, ETFs and of UCITS for which Seix acts as sub-adviser can be found in the UCITS, ETFs and mutual fund’s prospectus. B. Payment of Fees Seix generally bills Clients for fees incurred on a quarterly basis. Certain Clients calculate Seix’s fees and submit the payments to Seix. A Client must request that it calculate and submit payments to Seix and Seix must agree to the arrangement. Seix does not deduct fees from Clients’ assets. C. Additional Fees and Expenses Seix does not have physical custody of any Client assets. Clients are responsible for making arrangements with their custodians and for paying their custodians’ fees and expenses. If a Client invests in a mutual fund subadvised by Seix, the Client will be responsible for paying the mutual fund’s fees. Clients may incur brokerage and other transaction costs. Please see Item 12 for a further description of Seix’s brokerage practices and arrangements. 7  D. Prepayment of Fees Seix’s standard policy is to be paid in arrears. On occasion, a client may pay in the middle of the quarterly billing cycle. If there is an overpayment in a quarter, it is addressed the following quarter. The fees for the Wrap Program Clients may be paid in advance, depending on the billing arrangements with the applicable Wrap Program sponsor. If a Wrap Client’s account is reduced or closed for any reason during a billing period, Seix will return to the Wrap Sponsor a pro-rata portion of the fee it received with respect to the assets in such Client’s account for the remaining fee period. E. Additional Compensation and Conflicts of Interest Fees for special investment advisory services are charged only when requested by a Client and agreed to by Seix. Special investment advisory services are available upon request and fees are negotiable. Fees for certain investment advisory services such as asset allocation solutions, investment consulting, investment and investment policy monitoring, and advice relating to current and future investments are negotiable. Item 6 – Performance-Based Fees and Side-By-Side Management Seix can, but is not obligated to, enter into a performance-based fee arrangement with separately managed account Clients who request, and are permitted under Section 205 of the Investment Advisers Act of 1940, as amended (the “Advisers Act”) or Rule 205-3 thereunder, to enter into such arrangements. Seix can also receive performance based fees from the CLO Funds it manages as described in the applicable offering memorandum. Performance-based fees create conflicts of interest. Managers that earn performance-based fees have the incentive to favor accounts with the opportunity to earn higher fees. Seix organizes its portfolio managers and traders based on the assets that they trade, which we believe to be in the Client’s best interest, as a result the same team oversees allocation among accounts having different fee arrangements, including those with performance-based fees, ramping accounts and existing accounts with inflows. The team could be incentivized to favor such accounts because of the potential for higher or additional fees. CLO Funds that are ramping are not assessed management fees (including performance based fees) until the CLO Fund closes. Similarly, existing accounts with a large inflow can also be prioritized for trade allocation. This presents a conflict of interest because there is an incentive for the investment management team to favor these accounts in order to increase or accelerate fees. Seix has procedures in place to ensure that trades are allocated fairly among Clients, including monitoring of allocations by the compliance team, as discussed in Item 12. Where an investment opportunity is appropriate for multiple accounts, Seix allocates trades in accordance with the trade allocation policy, as discussed in Item 12. Seix will, in most cases, aggregate transactions on behalf of various accounts and seek to allocate aggregated transactions to all participating eligible Client accounts in a fair and equitable manner over time consistent with its trade allocation policy, fiduciary obligations and each participating Client’s investment guidelines and investment management agreement. In addition, the compensation of the investment teams that manage the accounts with performance-based fees is tied to the performance of all of the accounts they manage, not just performance-based fee accounts. More information about the trade allocation and trade aggregation policies of Seix and VFIA can be found in Item 12. 8  Item 7 – Types of Clients Seix provides investment management services to high-net worth individuals and to institutional Clients such as pension and profit sharing plans, retirement and benefit plans for unions (Taft-Hartley plans), public funds, endowments, foundations, trusts, government-sponsored entities, governmental entities, educational and healthcare facilities such as colleges and hospitals and other types of corporate Clients. Seix also acts as investment manager for Clients in wrap-fee programs. In addition, Seix provides investment management services to commingled funds, including investment companies registered under the Investment Company Act of 1940, as amended (the “1940 Act”) (i.e., mutual funds and ETFs), private funds exempt from registration as a mutual fund pursuant to section 3(c)(7) of the 1940 Act and offshore commingled funds. The minimum accounts size is $25,000,000 for investment grade accounts other than tax exempt accounts. The minimum account size is $10,000,000 for leveraged loan, and high yield bond accounts. The minimum account size is $5,000,000 for tax exempt accounts. Seix may accept or retain Clients whose accounts are below the $25,000,000, $10,000,000, or $5,000,000 minimums in its sole discretion. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss A. Methods of Analysis and Investment Strategies Investing in securities involves risk of loss that Clients should be prepared to bear. For investors in Funds subadvised or managed by Seix, please see the applicable offering documents for specific information regarding each Fund’s investment strategies and risks. Seix’s methods of analysis include the following: Investment Grade Philosophy and Process Seix is an active bond manager who believes that the market offers potential opportunities for returns to investors who understand and correctly value Fixed Income securities. We focus our management efforts on the “bottom-up” principle of security selection along with “top-down” strategies for sector allocation and yield curve structure using rigorous fundamental research as well as a series of proprietary and third party tools to identify value. Our diversified portfolios of well-researched companies, value-added security structures and sector rotation seek to provide attractive spreads above the benchmark, regardless of the level or direction of interest rates, at controlled risk levels. We do not expose our Clients to the risks of market timing by maintaining duration close to that of the benchmark. 9  High Yield Bonds and Leveraged Loans Philosophy and Process Our investment objective is to maximize the upside which is inherent when investing in the High Yield Bonds and Leveraged Loans markets, but also to be focused on reducing risk by minimizing the downside. Seix believes that consistently superior High Yield Bonds and Leveraged Loans performance is achieved by focusing on the healthier segment of the High Yield Bonds and Leveraged Loans markets. Therefore, we devote our resources to a targeted universe of High Yield Bonds and Leveraged Loan assets. The anomalies that we seek to capture by pursuing this investment approach are to: • Maximize portfolio return per unit of risk • Minimize the potential for permanent capital loss that could occur with a default • Provide the necessary liquidity to make active sector shifts • Allow for the effective application of Fixed Income research techniques to the High Yield Bonds and Leveraged Loans markets Seix integrates environmental, social and/or governance (“ESG”) factors into its overall fundamental research and decision-making processes. However, ESG factors are not determinative by themselves to an investment decision. Seix’s Leveraged Finance, Investment Grade – Corporate, Securitized and Tax- Exempt research analysts use internally developed ESG tools to review securities for ESG factors. The ESG tool is part of the investment thesis for individual issuers along with other investment risks including, but not limited to, proprietary credit ratings. In addition, data from outside sources is used as a supplement to the internal ESG scores. Sources of Information Sources of information used by Seix include filings with the U.S. Securities and Exchange Commission, prospectuses, meetings with management, annual reports, rating services, research materials prepared by others, inspections of corporate activities, company press releases, and financial newspapers and magazines. In addition to publicly available sources of information, Seix also uses internal research developed by its investment professionals. B. Material, Significant or Unusual Risks Relating to Investment Strategies The material risks relating to the significant methods of analysis and investment strategies described above are set forth below: Credit Risk: Debt securities are subject to the risk that an issuer will fail to make timely payments of interest or principal, or go bankrupt, or that the value of the securities will decline because of a market perception that the issuer may not make payments on time. The lower the rating of a debt security, the higher its credit risk. Interest Rate Risk: Debt securities will generally lose value if interest rates increase. U.S. Government securities can exhibit price movements resulting from changes in interest rates. Interest rate risk is generally higher for investments with longer maturities or durations. Treasury Inflation Protected Securities (“TIPS”) can also exhibit price movements as a result of changing inflation expectations and seasonal inflation patterns. 10  Mortgage and Asset Backed Security Risk: Mortgage- and asset-backed securities are debt instruments that are secured by interests in pools of mortgage loans or other financial assets. The value of these securities will be influenced by the factors affecting the assets underlying such securities, swings in interest rates, changes in default rates, or deteriorating economic conditions. During periods of declining asset values, mortgage-backed and asset-backed securities may face valuation difficulties, become more volatile and/or illiquid. Prepayment and Call Risk: When mortgages and other obligations are prepaid and when securities are called, the Client may have to reinvest in securities with a lower yield or fail to recover additional amounts paid for securities with higher interest rates, resulting in an unexpected capital loss. Foreign and Companies Securities Risk: Foreign securities and dollar denominated securities of foreign issuers involve special risks such as currency fluctuations, economic or financial instability, lack of timely or reliable financial information, unfavorable political or legal developments and delays in enforcement of rights. These risks are increased for investments in emerging markets. Below Investment Grade Securities Risk: Below investment grade securities (sometimes referred to as “junk bonds”) involve greater risk of default or downgrade and are more volatile than investment grade securities. Below investment grade securities may also be less liquid than higher quality securities. Floating Rate Loan Risk: The risks associated with floating rate loans are similar to the risks of below investment grade securities. The value of the collateral securing a floating rate loan can decline, be insufficient to meet the obligations of the borrower, or be difficult to liquidate. As a result, a floating rate loan may not be fully collateralized and can decline significantly in value. Floating rate loans generally are subject to contractual restrictions on resale. The liquidity of floating rate loans, including the volume and frequency of secondary market trading in such loans, varies significantly over time and among individual floating rate loans. During periods of infrequent trading, valuing a floating rate loan can be more difficult, and buying and selling a floating rate loan at an acceptable price can also be more difficult and delayed. Difficulty in selling a floating rate loan can result in a loss. In addition, floating rate loans generally are subject to extended settlement periods in excess of seven days, which may impair the Client’s ability to sell or realize the full value of its loans in the event of a need to liquidate such loans. The sale and purchase of a leveraged loan are subject to the requirements of the underlying credit agreement governing such leveraged loan. These requirements may limit the eligible pool of potential leveraged loan holders by placing conditions or restrictions on sales and purchases of leveraged loans. Leveraged loans are not traded on an exchange and purchasers and sellers of leveraged loans rely on market makers, usually the administrative agent for a particular leveraged loan, to trade leveraged loans. These factors, in addition to overall market volatility, may negatively impact the liquidity of leveraged loans. Difficulty in selling a floating rate loan may result in a loss. Borrowers may pay back principal before the scheduled due date when interest rates decline, which may require Seix to replace a particular leveraged loan with a lower-yielding asset. The Client may assume the credit risk of the administrative agent in addition to that of the borrower, and investments in leveraged loan assignments may involve the risks of being a lender. Leverage Risk: Certain transactions and the use of derivatives such as foreign currency forward contracts, swaps and futures may create leveraging risk. Leverage may cause the Client’s account to be more volatile 11  than if the Client’s account had not been leveraged. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Client’s securities. Only certain Fund clients may incur leverage. Derivatives Risk: Investments in derivatives expose a Client to additional volatility and potential loss. Losses on investments in certain types of derivatives may exceed the initial investment. Only certain Fund Clients invest in derivatives. Short Sales Risk: Short sales expose a Client to substantial risks given their inherent heightened risk of loss. Short sales involve a finite opportunity for appreciation, but a theoretically unlimited risk of loss. Short positions are also subject to a “short squeeze” that could lead to accelerating losses for those that are short that particular security. Foreign Currency Forward Contracts Risk: The technique of purchasing foreign currency forward contracts to obtain exposure to currencies or manage currency risk may not be effective. In addition, currency markets generally are not as regulated as securities markets. Only certain Fund Clients invest in foreign currency forward contracts. Swap Risk: Certain Clients may enter into swap agreements, including credit default swaps, for purposes of attempting to gain exposure to a particular asset without actually purchasing that asset, or to hedge a position. Credit default swaps may increase or decrease the Client’s exposure to credit risk and could result in losses if Seix does not correctly evaluate the creditworthiness of the entity on which the credit default swap is based. Swap agreements may also subject the Client to the risk that the counterparty to the transaction may not meet its obligations. Only certain Fund Clients invest in swaps. Futures Contract Risk: Certain Clients may enter into futures contracts. The risks associated with futures include Seix’s ability to manage these instruments, the potential inability to terminate or sell a position, certain market conditions causing increased volatility, the lack of a liquid secondary market for the Client’s position and the risk that the counterparty to the transaction will not meet its obligations. Only certain Clients invest in futures contracts. Municipal Securities Risk: Litigation, legislation or other political events, local business or economic conditions, or the bankruptcy of the issuer could have a significant effect on the issuer’s ability to make payments of principal and/or interest or otherwise affect the value of such securities. The value of these securities may decline because of a market perception that the issuer may not make payments on time. Potential Concentration Risk: Client portfolios may have highly concentrated positions in issuers engaged in one or a few industries. This increases the risk of loss relative to the market as a whole. Extraordinary Events and Market Volatility Risk: Social, political, economic and other conditions and events (such as natural disasters, epidemics and pandemics, other public health issues, recessions, terrorism, conflicts and social unrest) will occur that have significant impacts on issuers, industries, governments and other systems, including the global financial markets. 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, adversely impact issuers in other countries, regions or markets. These impacts can be exacerbated by failures of governments and societies to adequately respond to an 12  emerging event or threat. Issuers can suffer decreased sales, profits, and production. Clients will be negatively impacted if, as a result of these events, the value of their portfolio holdings decreases as a result of such events, if liquidity, pricing and market function is impeded or volatility increases, if the adviser is unable to invest a strategy’s assets as intended, if these events adversely impact the operations and effectiveness of the adviser or key service providers or if these events disrupt systems and processes necessary or beneficial to the management of accounts. Increased Regulations: Events during the past several years and adverse financial results have focused attention upon the necessity to maintain adequate risk controls and compliance procedures. These events have led to increased governmental and self-regulatory authority scrutiny of the financial industry. Various national governments have also expressed concern regarding disruptive effects of speculative trading and the need to regulate the markets in general. Any regulations that restrict the ability to employ, or broker-dealers and counterparties to extend, credit or restrict trading activities could adversely impact profit potential. Cybersecurity Risk: In addition to the risks associated to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. A breach in cybersecurity refers to both intentional and unintentional events that may cause an account to lose proprietary information such as misappropriating sensitive information, access to digital systems to obtain client and financial information, corrupting data, or causing operational disruption. Similar adverse consequences could result from cybersecurity incidents affecting counterparties with which we engage in transactions, third-party service providers (e.g. a client account’s custodian), governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. Seix has in place risk management systems and business continuity plans which are designed to reduce the risks associated with these attacks, although there are inherent limitations in any cybersecurity risk management system or business continuity plan, including the possibility that certain risks have not been identified. Accordingly, there is no guarantee that such efforts will succeed especially since we do not directly control the cybersecurity systems of issuers or third-party service providers. Item 9 – Disciplinary Information VFIA is required to disclose all material facts regarding any legal or disciplinary event that would be material to your evaluation of Seix or VFIA or the integrity of VFIA and Seix’s management. VFIA has not been involved in any legal or disciplinary events that would be material to a client’s evaluation of the company or its personnel. Item 10 – Other Financial Industry Activities and Affiliations A. Broker-Dealer Registration Status VFIA is not registered as a broker-dealer and does not have any pending applications for registration. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status 13  VFIA is registered with the Commodity Futures Trading Commission (“CFTC”) as commodity pool operator (“CPO”) in connection with certain of the pooled investment vehicles for which it serves as investment adviser or sub-adviser. In addition, certain VFIA employees are registered with the CFTC as associated persons and principals of the CPO. Certain of VFIA’s affiliated investment advisers listed below also are registered as commodity pool operators or commodity trading advisors in connection with their management activities. VFIA is not registered as a futures commission merchant or commodity trading adviser. VFIA does not have any pending applications for registration as a futures commission merchant or commodity trading adviser. C. Material Relationships or Arrangements with Industry Participants VFIA has relationships with its affiliates that you may consider material. These relationships are described below, along with an explanation of how we address what may be considered to be material conflicts of interest. Seix is a division of VFIA, which is wholly owned by VPI, whose parent company is Virtus. Certain officers and directors of Virtus serve as officers and/or directors of VFIA and Seix. VFIA is comprised of three divisions: Seix Investment Advisors, Newfleet Asset Management and Stone Harbor Investment Partners. The three divisions of VFIA maintain their distinct investment process and philosophy, portfolio management teams, investment culture and brand, and operate under their “d/b/a” names. Certain VFIA officers and directors serve in the same or similar capacity at each of its three divisions as well as other Virtus affiliates. Certain VFIA officers, directors and employees also serve on the board of directors for various funds that are advised or sub-advised by VFIA or other Virtus affiliated investment advisers. From time to time, portfolio managers and traders employed by VFIA operate in a “dual hatted” capacity in which the individual provides investment management services to more than one investment adviser (such as to more than one division of VFIA and/or to another Virtus affiliated investment adviser). Certain compliance personnel operate in a dual hatted capacity with VFIA affiliates. Any dual-hatted individuals are subject to the policies and procedures of both investment advisers and affiliates. In a variety of instances, Seix utilizes the personnel and/or services of one or more of VFIA’s affiliates, in the performance of Seix’s business, including, without limitation, finance, accounting, human resources, operations, talent management, compliance, legal, technology, platform channel sales and service, marketing, and wholesaling. Such utilization can take a variety of forms including dual employee or delegation arrangements, formal sub-advisory or servicing agreements, or other formal and informal arrangements among VFIA and its affiliates. In these circumstances, the registered affiliate with which the client has its investment management agreement remains responsible for the account within the framework of the Advisers Act and/or other applicable regulatory frameworks and the relevant investment management agreement and no additional fees are charged to the client for the affiliates’ services except as set forth in the investment management agreement. Certain employees of VP Distributors, LLC (“VPD”) promote the services of Seix as well as the products managed by Seix. When Seix pays a fee to VPD for the efforts of VPD’s employees to promote Seix’s services, VPD is an affiliated third-party promoter for Seix as discussed further in Item 14, below. 14  Certain employees of a related person of Seix, Virtus International Management, LLP (“Virtus International”) (Registration No. 451446), also promote the services of Seix as well as the products managed by Seix. Virtus International’s representatives are permitted to introduce Seix's investment advisory services to institutional entities and sovereign wealth funds and other foreign official institutions within the United Kingdom and in other jurisdictions globally, to the extent permitted by the laws of each applicable jurisdiction. In the Asia-Pacific region, approved persons of Virtus Global Partners PTE. LTD (“Virtus Singapore”) (UEN 201018015Z), which is authorized and regulated by the Monetary Authority of Singapore (“MAS”), are permitted to introduce the investment advisory services of Seix and certain of its affiliates to institutional entities, sovereign wealth funds, and other foreign official institutions. Certain employees of a related person of Seix, seconded to Virtus International Fund Management Limited (“VIFM”) (Ref. No. C182357), which is authorized and regulated by the Central Bank of Ireland, carry out sales and marketing activity of an Irish-domiciled UCITS fund for which VFIA, of which Seix is a division, is the appointed investment manager, to the extent permitted by applicable law. Investment Companies (1) Seix, as a division of VFIA, has contracted with VFA to sub-advise certain investment portfolios of the Virtus mutual funds which are affiliated with Seix, and are distributed by VPD. Broker-dealers play a significant role and receive 12b-1 and other internal and external fees for selling interests in the Virtus Mutual Funds. Service providers to the Virtus Mutual Funds subadvised by Seix include VPD, the Principal Underwriter and Distributor; Virtus Fund Services, LLC (“VFS”), the Administrator, Fund Accountant and Transfer Agent; and Bank of New York Mellon, Custodian. VFS may engage other firms to provide administrative, fund accounting and transfer agency services to the Vitus Mutual Funds. Seix sub-advises the ETFs which are affiliated with VFIA and distributed by VPD. Broker-dealers play a significant role and receive fees for selling the ETFs. Service providers to the ETF include VPD, the Principal Underwriter and Distributor; Virtus ETF Solutions LLC as Administrator of the Trust; and Bank of New York Mellon as Accounting Services Administrator, Custodian and Transfer Agent. Seix is a sub-adviser of the City National Rochdale Fixed Income Opportunities Fund, a series of City National Rochdale Funds, which is a registered investment company. Seix is a sub-adviser of the Destinations Municipal Fixed Income Fund, a series of the Brinker Capital Destinations Trust, which is a registered investment company. Investment Advisers/Broker-Dealers (2) VFIA has material business relationships with VFA. Seix, as a division of VFIA, has contracted with VFA to sub-advise and provide portfolio management, research and analysis, to specified Client assets of VFA, including certain Virtus Mutual Funds. Seix and VFA have entered into solicitation or referral arrangements. Certain Seix officers and employees are also officers and employees of one or more or all affiliates. Seix is a division of VFIA, which is a wholly owned subsidiary of VPI, which is a wholly owned subsidiary of Virtus. Virtus is a publicly traded company operating a multi-manager asset management business (NYSE: VRTS). Certain officers and directors of Virtus serve as officers of Virtus’s indirect, wholly owned affiliates, including VFIA and Seix. 15  VFIA has a number of affiliates that are registered investment advisers, which are: • AlphaSimplex Group, LLC; • Ceredex Value Advisors LLC; Virtus Investment Advisers, LLC; • Duff & Phelps Investment Management Co.; • Kayne Anderson Rudnick Investment Management, LLC; • NFJ Investment Group, LLC; • Seix CLO Management LLC; • Silvant Capital Management LLC; • Sustainable Growth Advisers, LP; • Virtus Advisers, LLC • Virtus Alternative Investment Advisers, Inc. (“VAIA”); • Virtus Capital Advisers, LLC; • • Westchester Capital Management, LLC; and • Westchester Capital Partners, LLC. VFIA wholly owns the general partner of Seix CLO Management LP and Seix CLO Cayman LP. Seix CLO Management LP wholly owns Seix CLO Management LLC, which is a SEC registered investment adviser formed to meet the requirement of the “risk retention” rules promulgated by U.S. federal regulators under the Dodd-Frank Wall Street Reform and Consumer Protection Act signed into federal law on July 21, 2010 (“Dodd-Frank Act”) and the European Union’s regulations regarding risk retention in securitized assets (“EU Risk Retention Rules”). The Dodd-Frank Act risk retention rules no longer apply to open market CLOs as of May 2018. Seix CLO Management LLC acts as collateral manager for Mountain View CLO 2016-1 Ltd. and Mountain View CLO 2017-1 Ltd. and may act as collateral manager for future CLOs. Certain VFIA officers and employees are also either directors or officers of Seix CLO Management LLC. As noted in Item 7 and in this Item 10 above, VFIA acts as an adviser or sub-adviser to various pooled investment vehicles (not all of which may be listed), including investment companies registered under the Investment Company Act of 1940, collective investment trusts, private funds and registered offshore funds such as Irish UCITS. Affiliates of VFIA serve in one or more capacities for certain of these funds as disclosed in the relevant fund offering materials. (3) Private Partnerships Seix, as a division of VFIA, may serve as general partner, sole member of the general partner or managing member of any of the various Funds it manages. In particular, Seix serves as the Collateral Manager for CLO Funds. VFIA is the sole member of Seix CLO Management GP LLC, which is the general partner of Seix CLO Management LP and Seix CLO Cayman LP. The CLO Funds may be offered to Clients of Seix or its affiliates. VFIA is the manager of Mountain View CLO IX KE, LLC and provides certain administrative functions in its capacity as manager. 16  VFIA (by and through its divisions), or its affiliates, may serve as, or in a capacity substantially similar to, general partner or managing member of other private funds now or in the future. Each private fund relies on exemptions from registration under of the Securities Act of 1933, as amended, and 1940 Act Section 3(c)(7) and Rule 3a-7. They may offer and sell units only to Accredited Investors as defined in the Securities Act of 1933 and Qualified Purchasers as defined in 1940 Act Section 2(a)(51) or to “knowledgeable employees” as defined in 1940 Act Rule 3c-5 (collectively, “Investors”). Each private Fund is managed only in accordance with its own characteristics and Investors may not impose restrictions on any investments or types of investments that would alter Seix’s investment strategy for the private Funds. In addition, Investors may not direct Seix to purchase or sell portfolio securities through any specific broker or dealer. Investors should consider whether a particular private Fund meets their investment objectives and risk tolerance prior to investing. Information about each private Fund can be found in its offering documents, including any confidential private placement memorandum. D. Material Conflicts of Interest Relating to Other Investment Advisers Seix serves as subadviser to certain of the Virtus Mutual Funds, the ETFs and Virtus GF SHY Fund, which offer investors a selection of fixed income and equity mutual funds and other pooled investment vehicles. When appropriate, Seix may recommend investment in these affiliated mutual funds and investment vehicles. To the extent that a Client chooses to invest all or a portion of its account in an affiliated mutual fund and investment vehicles, Seix does not charge an advisory fee on assets invested in affiliated mutual funds and investment vehicles, in addition to the advisory fees embedded in the mutual funds and investment vehicles. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics of VFIA (the firm) We endeavor to ensure that the investment management and overall business of the firm complies with both our firm and Virtus (parent) policies and applicable U.S. federal and state securities laws and regulations. We have adopted the Virtus Code of Conduct and the Code of Ethics (the “Codes”) in accordance with Rule 204A-1 of the Investment Advisers Act of 1940, as amended. The Codes have been reasonably designed to prevent and detect possible conflicts of interest with client trades. Compliance with the Codes is a condition of employment. All of our supervised persons must acknowledge terms of the Codes, annually, or as amended. Any employee found to have engaged in improper or unlawful activity faces appropriate disciplinary action. Each employee is responsible for ensuring that they and those they manage, conduct business professionally and comply with our firm’s policies and procedures. Employees must immediately report (to their supervisor, a compliance officer or corporate legal counsel) their knowledge any wrongdoing or improper conduct. Failure to do so may result in disciplinary action being taken against that individual. Our reporting procedures are supported by a telephone number and similar on-line reporting technology available 24-hours/day to any employee to confidentially report, or request assistance concerning possible violations of the Codes and other firm policies. This technology and reporting platform is administered by an independent, third-party. 17  Our officers and employees are encouraged to invest in shares of investment products that we and/or our affiliates advise. Subject to limitations described herein and set forth by our Codes, our officers and/or associated personnel may buy, hold, or sell the same investments for their own accounts as are held or to be held or sold for a client account and they may engage in the following: • Recommend that clients buy or sell securities or investment products in which we or a related person have some financial interest; and/or • Buy or sell securities or investment products that our firm and/or our officers and associated personnel or a related person recommends to our clients. Our Codes are designed to prevent and detect conflicts of interest in regard to the above. None of our officers and Access or Advisory persons may buy or sell any security or any option to buy or sell such security, such that they hold or acquire any direct or indirect beneficial ownership as a result of the transaction, if they know at the time of such transaction that such a security or option is being bought, sold, or considered for purchase or sale for a client account, unless one or more of the following conditions exist: • They have no influence or control over the transaction from which they will acquire a beneficial interest; • The transaction is non-volitional on their part or the client’s; • The transaction is a purchase under an automatic dividend reinvestment plan or pursuant to the exercise of rights issues, pro-rata to them and other holders of the same class of the issuer’s securities; or • They have obtained, in advance, approval from someone authorized to grant such approval when circumstances indicate no reasonable likelihood of harm to the client or violation of applicable laws and regulations. Code of Conduct The following highlights some of the provisions of the Virtus Code of Conduct: Interaction with Government Officials and Lobbying Information Protection Policies • Compliance with Applicable Laws, Rules and Regulations • Insider Trading • Conflicts of Interest • Corporate Opportunities • Fair Dealing • Protection and Proper Use of Company Assets • Confidentiality • Recordkeeping • • Contract Review and Execution • Company Disclosures and Public Communications • • Human Resource Policies • Use of Social Media • Intellectual Property • Designation of Compliance Officers • Seeking Guidance About Requirement of the Code • Reporting Violations • Waivers, Discipline and Penalties 18  Code of Ethics Employees are categorized as either Supervised, Access or Advisory Persons under our Code of Ethics. All Supervised Persons are required to comply with the following: • Instruct their brokers to directly provide our Compliance Department with duplicate copies of brokerage statements and trade confirmations or the electronic equivalent. • Provide Initial Holdings Reports, Quarterly Transaction Reports, and Annual Certification and Holdings Reports, which our Compliance Department reviews for trading activity. • Conduct their personal transactions consistent with the Code of Ethics and in a manner that avoids any actual or potential conflict of interest. In addition to the above, those employees classified as Access Persons are further required to comply with the following: • Pre-clear all non-exempt transactions with respect to which an employee is beneficial owner in order to prevent the employee from buying or selling at the same time as the firm. • Hold all covered securities no less than 30-days. Employees classified as Advisory Persons are further prohibited from directly or indirectly acquiring or disposing of a security on the date of, and within seven calendar days before and after the portfolio(s) associated with that person’s portfolio management activities. Any covered employee not in observance of the above may be subject to a variety of disciplinary actions. Other Related Policies and Procedures We have adopted the Virtus Insider Trading Policy designed to mitigate the risks of our firm and its employees misusing and misappropriating any material non-public information that they may become aware of, either on behalf of our clients or for their own benefit. Personnel are not to divulge or act upon any material, non-public information, as defined under relevant securities laws and in our Insider Trading Policy. All employees, temporary employees, consultants, independent contractors and family members are considered “Insiders” under the policy. Employees who have access to earnings information, mergers & acquisitions information and other material non-public information are “Restricted Insiders” subject to trading window closures for Virtus securities. In addition, all Insiders are securities. banned from short selling, derivatives trading or hedging of Virtus In addition to the above, our policies set limitations on and require reporting of gifts, entertainment, business meals, sponsorships, business building and charitable donations, whether given or received. The Gifts and Entertainment Policy permits Virtus investment adviser affiliates to provide approved gifts not exceeding $250 per person per year, so long as that gift does not involve VP Distributors’ mutual fund, ETF or UCITS business. The gift limit remains $100 per person per year for approved gifts that involve VP Distributors’ registered representatives. Our personnel may, under certain conditions, be granted permission to serve as directors, trustees, or officers of outside organizations. Prior to doing so, approval must be provided by Compliance. 19  A complete copy of our Code of Conduct and/or our Code of Ethics is available by sending a written request to Virtus Fixed Income Advisers, LLC Attn: Corporate Compliance, One Financial Plaza, Hartford, CT 06103 or by emailing a request to us at: InvestmentAdviser@Virtus.com. Participation or Interest in Client Transactions Seix and VFIA’s affiliates may act as investment adviser to numerous Client accounts. Seix’s employees and VFIA’s affiliates may invest in securities they also recommend to Clients and may give advice and take action with respect to Client accounts they manage, or for their own accounts, that may differ from action taken by Seix or VFIA’s affiliates on behalf of other Client accounts. As these situations may represent a potential conflict of interest, Seix and VFIA’s affiliates have adopted restrictive policies and procedures wherever deemed appropriate to detect and mitigate or prevent potential conflicts of interest. Seix and its employees are not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling any security that Seix, VFIA’s affiliates or their respective Access Persons, as defined under the 1940 Act and the Advisers Act, may buy or sell for their own accounts or for the accounts of any other Client. Seix is not obligated to refrain from investing in securities held by Client accounts that it manages except to the extent that such investments violate the Code of Ethics adopted by Seix, and the Virtus Mutual Funds or any other regulatory or Client-imposed restrictions or guidelines. From time to time, Seix, its officers, directors and employees may have interests in securities owned by or recommended to Seix’s Clients. These include interests in bonds, mutual funds, and privately offered Funds, domestic or foreign, that may invest directly or indirectly in securities of issuers which Seix may purchase for CLO Funds, Performa, the ETF and Virtus GF SHY Fund. As these situations may represent a potential conflict of interest, Seix has adopted procedures relating to personal securities transactions and insider trading that are reasonably designed to prevent perceived or actual conflicts of interest. In addition, the existence of intercompany arrangements, business relationships and investment practices between Seix, its parent company and affiliates creates the potential for conflicts of interest. Seix has adopted restrictive policies and procedures wherever deemed appropriate to detect and mitigate or prevent potential conflicts of interest. Known conflicts and Seix’s handling of such conflicts are disclosed below. Seix portfolio management and trading personnel may at times simultaneously purchase or sell the same investments for Seix's Clients, as well as for various non-Seix Client relationships. Restrictive policies and procedures for information protection, Client account access, cross trading and trade allocations have been implemented. Information sharing restrictions and policies and procedures have been implemented to protect Client account information access. To the extent permitted by applicable law, Seix’s compliance policies and procedures, and a client’s investment management agreement and investment guidelines, Seix may exercise its discretion to execute “cross trades” between different Clients subject to client consent and applicable policies and procedures. Cross trades may benefit clients on both sides of the trade by eliminating the need to pay a spread, mark-up or commission to a counterparty. However, cross trades also present a potential conflict of interest because Seix represents the interests of both the selling account and the buying account in the same transaction. As a result, the Clients for which Seix executes cross trades bear the risk that one counterparty to the cross trade may be treated more favorably than the other party, particularly in cases where one party pay Seix high management fees. In addition, there is a risk that the price of an asset 20  bought or sold through a cross trade may not be as favorable as it might have been had the trade been executed in the open market. To the extent that one Seix Client has purchased or sold a security and another Seix Client has conducted the opposite trade, during the normal course of business, the trade will be considered to be “in the market” if the trader has waited at least four hours to execute a trade in the opposite direction or has executed each side of the trade with a different broker. Trades executed in this manner will not be considered cross trades. Currently, the only Clients permitted to execute cross trades are the CLO Funds. For the wrap program trading desks, the trader must wait at least two hours to execute a trade in the opposite direction or execute each side of a trade with a different broker. Should the wrap trading desks and the institutional trading desks happen to be trading the same securities in opposite directions, they will not be considered cross trades because the desks have different traders. The Seix cross-trading policy excludes treasury and agency trades because the liquidity in these markets is such that only a few minutes is needed to ensure that the trades have been exposed to the market. Due to the use of separate trading desks, it is possible that inadvertent cross-trades may occur between accounts managed by Seix and accounts managed by the other two divisions of VFIA, Newfleet and Stone Harbor. Potential cross-trades reports are reviewed on a regular basis by compliance personnel from Seix, Newfleet and Stone Harbor to identify any inadvertent cross-trades. The facts and circumstances regarding any inadvertent cross-trades are investigated by compliance and documented. In addition, Seix, Newfleet and Stone Harbor may compete for allocations of newly issued bonds and bank loans for their respective client accounts with similar investment guidelines or investment strategies. Seix, Newfleet and Stone Harbor will not share allocations of newly issued bonds and bank loans with each other. Seix has a policy of not purchasing or recommending the purchase of securities issued by its parent company, Virtus. This policy also applies to the voting securities of a publicly held company if a director or senior officer of Virtus or its affiliates sits on the board. Restricted security information is available on request. Certain “knowledgeable employees” (as such term is defined in Rule 3c-5 promulgated under the 1940 Act) of Seix have invested in Mountain View CLO 2013-1 Ltd. (“MV 2013”) as provided in MV 2013’s offering memorandum, and/or have invested indirectly in Mountain View CLO IX Ltd. (“MV IX”) through Mountain View CLO IX KE, LLC, a Delaware limited liability company created for the knowledgeable employees. Investments in MV 2013, and MV IX by Seix knowledgeable employees present inherent conflicts of interest when allocating trades or investment opportunities because MV 2013, and MV IX are managed by certain of the knowledgeable employees side by side with certain mutual funds, the ETFs, Virtus GF SHY Fund, the other CLO Funds, Performa, and certain individually managed Client accounts. Seix has procedures in place to ensure that trades are allocated fairly among Clients, including monitoring allocations. In addition, the compensation of the knowledgeable employees who manage MV 2013, and MV IX are tied to the performance of all of the Funds, and individual Client accounts that they manage. Mutual fund transactions with affiliated broker-dealers, if any, will be executed only pursuant to procedures adopted by the respective Board of Trustees of such mutual funds under the 1940 Act Rules 17e-1 and 10f-3. Cross transactions in mutual funds are executed only in accordance with 1940 Act Rule 17a-7 procedures adopted by each mutual fund’s respective Board of Trustees. Under certain conditions, 21  and upon specific Client requests, purchases of a mutual fund portfolio may be executed through "in-kind" securities purchases in lieu of cash purchases. Each Client request and each portfolio holding is individually evaluated to determine the feasibility and acceptability under the policies and procedures of Seix and the relevant mutual fund. For accounts where Seix may be delegated discretion pursuant to an agreement with Truist Bank, transactions with affiliated broker-dealers will be executed only as allowed in conformance with Section 23B of the Federal Reserve Act and other applicable laws or regulations. To the best of its abilities, Seix reviews and monitors each individual situation to ensure that all Clients are adequately protected against conflicts of interest. With respect to voting proxies for any such companies, Seix follows the conflicts provisions described in its Proxy Voting Policy designed to eliminate or minimize any such conflict. For more information, see the Summary of Seix Investment Advisor’s Proxy Voting Policy below. Seix shall maintain records under the conditions described in Rule 31a-2 under the 1940 Act and Rule 204- 2 of the Advisers Act that shall be available for examination by representatives of the SEC. Item 12 – Brokerage Practices in Selecting or Recommending Broker-Dealers for Client A. Factors Considered Transactions Investment or Brokerage Discretion Seix generally has discretionary authority to determine, without obtaining specific Client consent, the securities and the amounts thereof to be bought or sold. Seix must adhere to Client investment guidelines, even though such guidelines may adversely affect the Client’s investment returns. At a Client’s request, Seix may provide non-discretionary investment management services. See Item 10, above, for a discussion of limitations on Seix’s authority to buy or sell securities that may involve any related persons. Selection Criteria for Brokers and Dealers Seix’s objective in selecting brokers and dealers and in effecting portfolio transactions is to obtain the best combination of price and execution with respect to transactions in its Clients’ accounts. Loans are generally purchased and sold directly between loan counterparties in dealer markets and debt securities are also generally purchased and sold in dealer markets where there are no agency commissions. Therefore, a number of other judgmental factors must be considered, along with the best price. Seix uses Electronic Communications Networks (“ECNs”), through which multiple brokers compete for trading opportunities, for certain types of securities. This usually results in equal or more favorable overall executions for the transactions. 22  Seix’s Brokerage Committee meets periodically, but no less than quarterly, to review and assess all current broker-dealer relationships. In selecting among broker-dealers to execute a given transaction under Seix’s discretionary authority, Seix considers, among other things, the following: 1. the broker’s expertise and ability to execute the transaction at the most favorable price of the security for the Client; 2. the ability of the broker to handle large blocks/thin markets and other special trading situations; 3. the price of the security for the Client; 4. the financial strength and stability of the brokerage firm; 5. the investment research services provided by the broker; and 6. the operational abilities of the broker. Seix evaluates the performance of the brokerage firms using the criteria specified above and other input as deemed appropriate. Performance is also reviewed relative to trading volume to help determine if best execution is being obtained. Brokers that have not been approved are blocked from Seix’s trade allocation system in order to prevent trading with unauthorized brokers. Trade Aggregation Policy Where consistent with Seix’s duty to seek best execution, and subject to Client specific investment guidelines, restrictions and requirements, Seix will aggregate contemporaneous transactions for multiple clients to seek more favorable execution quality or terms, including where possible, negotiating more favorable pricing. Seix will allocate an aggregated transaction among participating Client accounts according to Seix’s written trade allocation policy, which is reasonably designed to treat Clients fairly and equitably over time. Due to market conditions, aggregated orders will not always be completely filled at one price or in total. Where an order is filled at varying prices, participating accounts will receive the average price and will be treated the same with respect to transaction costs such as assignment fees for bank loans so that all accounts receive a fair price and are otherwise treated fairly and equitably over time. Where an order is not completely filled, except as otherwise set forth below, the transaction will be allocated pro rata to each account’s initial order, subject (in each case) to rounding or other adjustments necessary to avoid odd lots or de minimis holding sizes that are below required minimums or which would, in Seix’s view, otherwise disadvantage a Client. Dedicated investment disciplines and portfolios may receive all or a larger percentage of a partially filled transaction if the asset is generally the primary investment type for the account to provide all accounts a fair opportunity over time to appropriately pursue their investment mandate. For example, an account that primarily invests in bank loans (“bank loan account”) could receive a relatively greater allocation of a partially filled bank loan transaction than an account that primarily invests in bonds (“bond account”). Conversely, when allocating a bond trade between a bond account and a bank loan account, the bond account could receive a relatively greater allocation of a partially filled bond transaction. Seix believes that this treatment should result in each account receiving fair and equitable opportunities to best pursue its particular investment objectives over time. 23  In the course of determining whether a trade should be allocated pro rata, Seix considers the characteristics of each potentially eligible account, including the size of the accounts and whether a trade is appropriate for relatively larger or smaller accounts, in accordance with the trade allocation policy. For example, Clients with smaller accounts, limited available cash or investment guidelines or restrictions that impact the size of an investment that can be held will, in some cases, not be able to receive allocations. This could cause the performance of smaller accounts to diverge from that of a larger account invested in the same primary strategy. In addition, as discussed below, Seix’s trade allocation policy includes provisions specific to the allocation of certain type of trades, which are designed to promote fair and equitable treatment of Clients over time in light of particular considerations associated with those opportunities and trades. Aggregation of trades will not be done across the three divisions of VFIA. Bank Loans Primary Market Seix engages in trades to acquire bank loans in the primary (new issue) market. Seix seeks to allocate primary market purchases of bank loans among eligible clients fairly and equitably over time. Seix seeks to allocate bank loans purchased in the primary market pro rata in accordance with eligible Clients’ account market values, subject to individual Client guidelines and restrictions (e.g., ratings or maturity limitations) and available cash. Notwithstanding the foregoing, in order to facilitate timely investment of new Client accounts and to accommodate investment of inflows for existing clients in accordance with their investment objectives, Seix can prioritize accounts that are ramping (i.e., investing a large amount of cash in a new account within certain time frames) and or have received a large cash inflow (i.e., five percent (5%) or more of account value based on current market value) in the allocation of a bank loan purchased in the primary market. Secondary Market Bank loans can also be purchased in the secondary market. Seix’s goal is to allocate secondary-market bank loans on a pro rata basis among eligible clients subject to specific Client account needs based upon investment guidelines and restrictions such as ratings, maturity, allowable asset types and available cash. This can result in allocations that are not pro rata in some cases. Opportunistic Market Loan Trades Opportunistic market loan trades seek to profit from inefficiencies in the loan marketplace, through purchasing a loan position from a third party and selling that position to another third party over a short- term horizon including intra-day. Due to the risk level, short-term nature, relatively small size of such trades, potential multiple assignment fees and minimum dollar amount requirements under the applicable credit agreements, opportunistic market loan trades are appropriate only for a limited number of clients whose primary strategy is to invest in loans, where the eligible clients are periodically reevaluated based on the account type, investment guidelines and size of clients that primarily invest in bank loans. As a result, opportunistic market loan trades are not allocated pro rata among all Clients, instead allocations are to pre-identified eligible accounts and based on pre-defined trade thresholds by trade size. Opportunistic market loan trades are allocated among certain Client accounts considered eligible to receive such trades, including those Clients whose primary investment strategy is loans, 24  according to the size of the opportunistic market loan trades; in light of the characteristics of this particular trade type, Seix believes the participation of the eligible accounts is appropriate. Sales In all accounts, an asset may be sold if necessary or appropriate to maintain conformity with the account’s investment guidelines or restrictions including portfolio tests. Sales in assets will occur if the Client withdraws cash or terminates their account. For Investment Grade accounts, Seix establishes an upside spread target and downside spread threshold for each bond, where a bond is typically sold when the spread target is achieved or the downside threshold is breached. For High Yield accounts, a position will typically be sold if Seix determines that the issuer’s fundamentals have changed or if the asset reached its predetermined performance target. Further, if the price of an asset falls 10% relative to its peers, Seix will perform a formal re-underwriting of the asset, which may result in the asset being sold. Conflicts Associated with Allocations; Monitoring It is Seix’s goal, to the extent practical, to allocate investment opportunities to Client accounts on a fair and equitable basis over time. Allocation decisions present inherent conflicts of interest and, due to the nature of the assets Seix manages, with respect to any one trade, certain Client accounts could appear to be disadvantaged. As discussed in Item 6 above, to the extent that any accounts have performance-based fees, such as CLO Funds, Seix is incentivized to allocate trades to these accounts and Seix has policies and procedures in place to manage such conflicts, including ongoing documentation related to and monitoring of non-pro rata primary bank loan and bond trades; these conflicts are also discussed in Item 6. In addition, Seix will not disproportionately allocate trades in a manner inconsistent with the manager's ability to effectively and efficiently maintain or sell the position (i.e., "odd lots” or less than standard incremental amounts). The trader will, however, ensure that all accounts are treated fairly based on all distribution criteria (i.e., no Client will disproportionately receive rounded-up allocations) and that the affiliated accounts do not otherwise benefit from the inability to adequately allocate odd lots to Clients. Seix documents the non-pro rata allocation determinations made with respect to primary-market bank loans and primary-market bonds. Compliance will regularly monitor allocations of primary-market bonds and bank loans for consistency with the trade allocation policy. Trade Error Policy Seix will reimburse Clients for any direct loss resulting from the correction of a guideline breach or trade error where such is the result of an action taken by Seix. The account will keep any gains associated with corrective action. For the most part, there is no netting of multiple transactions – i.e., gains on some trades cannot be netted with losses in order to reimburse a Client for a loss. Exceptions consist of instances such as wash sale programs, Wrap Programs and the like. The gain or loss will be determined based on net proceeds paid vs. net proceeds received. It is not Seix’s policy to reimburse Clients for passive breaches of investment guidelines, which are those that occur, not because of actions taken or not taken by Seix, but rather due to changes to the issuer of a security, such as delisting from an exchange or a downgrade by a rating agency, or those due to changes in market conditions, where values of securities held by a Client increase or decrease. 25  Client-Directed Brokerage Transactions Seix usually has discretion to select executing broker-dealers. However, Clients occasionally restrict Seix from using a particular broker or request that Seix use a specified broker or dealer to effect transactions in an account as compensation for services provided directly or indirectly by the broker to the Client. Specifying or restricting broker-dealers may be inconsistent with obtaining best overall execution for a Client transaction. Where a Client directs or restricts the use of a particular broker-dealer, or broker- dealers, Seix may not be in a position where it can negotiate spreads or obtain volume discounts, and therefore, best price may not be achieved, which may negatively affect that Client’s account performance. In addition, Clients who direct Seix to use a particular broker-dealer or restrict Seix from using a particular broker-dealer may be prevented from participating in allocations of certain limited-availability securities and from obtaining a portion of the allocation of new offerings through any such broker-dealers who are members of the offering underwriting syndicate. Upon written Client direction, Seix may execute trades through specified broker-dealers, but only on the Client’s understanding that separating such transactions from block orders could materially and adversely affect the Client’s returns. Trades from Client-directed brokerage arrangements are executed on a best efforts basis. To the extent that Seix would otherwise have included the Client’s transaction in a block order, directed orders will be placed after block trades. Seix reserves the right not to use a directed broker-dealer if the Brokerage Committee deems it in the best interests of the Client. Moreover, Seix is not obligated to execute any brokerage transactions through a directed broker-dealer that is not on its authorized broker list. Seix participates in several Wrap Programs as identified in Item 1, above. In the typical Wrap Program, the Sponsor will provide the Client trade execution, along with investment advice, accounting, investment performance measurement and administrative services, for a comprehensive fee. Notwithstanding, the fixed income Wrap Programs managed by Seix permit Seix to trade with brokers of its choice, which may be a broker affiliated with a Wrap Sponsor. However, Seix does not place trades on behalf of a Wrap Sponsor’s Clients with a broker or brokers affiliated with such Wrap Sponsor. When placing trades on behalf of a Wrap Sponsor’s Clients, Seix will use the broker that provides the best price and execution for such trades as long as the broker is not affiliated with the applicable Wrap Sponsor. In addition, if any Wrap Clients are subject to ERISA, trading with the Wrap Sponsor may create a potential party-in-interest transaction prohibited under ERISA. Not all Wrap Sponsors require Clients to direct brokerage. Further, for asset-based Wrap fees which cover trades executed by a broker affiliated with the Wrap Sponsor, Wrap Clients may be charged both fees on trades executed by other non-affiliated broker- dealers, and “mark-ups” and “mark-downs” on trades executed by the broker affiliated with the Wrap Sponsor or another broker-dealer as principal, as well as odd-lot differentials, transfer taxes, handling charges, exchange fees, offering concessions and related fees for purchases of unit investment trusts, mutual funds and other public offerings of securities, and other charges imposed by law with regard to transactions in Wrap Clients accounts. Since asset -based fees may be classified by the Internal Revenue Service as an investment expense rather than a transaction charge, Clients should consult with their professional tax advisors regarding the potential impact of such classification. Pursuant to the Wrap Program agreement, the Sponsor pays Seix an investment advisory fee, which is included in the Client’s comprehensive fee. The Sponsor is generally responsible for the majority of Client 26  communication and administrative services. Depending on the contractual relationship, Seix may or may not retain proxy-voting rights on behalf of a Wrap Program. Seix’s role in a Wrap Program is solely to provide investment management services. Trades for Wrap Clients are bunched together and sent out as an omnibus block trade to several broker-dealers in order to receive best price and execution. In order to avoid potential party-in-interest transactions for Wrap Clients who may be subject to ERISA, generally all purchases of corporate bonds for Wrap accounts are done in the morning, while Wrap accounts’ sales of corporate bonds are done in the afternoon, or, if possible, done on different days. “Soft Dollar” or Research/Execution Policy Brokerage activity is not used to pay for the costs of any third party services received including, but not limited to, investment strategies, research, news, and quotation equipment. Any and all such services are paid with “hard dollars”. Seix does receive unsolicited research from certain of the broker-dealers it trades with during the normal course of business. Item 13 – Review of Accounts A. Frequency and Nature of Review of Client Accounts or Financial Plans Account Reviews Accounts are assigned to either the Head of Institutional Client Service, Client Portfolio Manager, Managing Director or Senior Client Service Professional (“SCSP”) based on a number of factors including location of Client, investment strategy, Client type and, special needs. The SCSP directs the relationship by organizing the resources of the client service team to ensure that all Client relationships and portfolios are properly serviced, monitored and supervised. SCSPs are well-acquainted with the Client’s organization, philosophy, investment guidelines and objectives. CLO Funds are not subject to the account review process because they are monitored by a dedicated analyst on a regular basis. Specific Client guidelines and restrictions are coded into compliance guideline systems upon account opening and reviewed as part of Seix’s biennial account review process (the “Review”). The Review consists of a detailed review of each Client by members of Client Service and Compliance to confirm that Seix has complete and current records and documentation for the Client’s account, including investment guidelines, investment policy statement (if applicable), investment restrictions, authorized signers’ list, etc. Accounts are reviewed continuously with the aid of the automated guideline compliance system by the SCSPs or a client service team member at Seix to ensure that account guidelines and objectives are being followed with regard to asset allocation, individual securities owned and other Client-specific factors. In addition, external events may trigger an account review or action by the SCSP. These include, but are not limited to: 1. a change in the fundamentals or performance expectations of a security held in an account; 27  2. a change in investment strategy; 3. a change in the Client’s risk tolerance, income and cash needs, tax status, or any other change in the Client’s profile; 4. additions to or withdrawals from an account; 5. a meeting with a Client where its needs are reviewed and/or changed; and 6. a material market or economic change. Account Reports Seix's policy is to provide quarterly reports to separately managed account Clients. Seix’s typical quarterly report includes a discussion of a topic that is pertinent to the management of the Client’s portfolio and performance commentary. In addition, there is a quarterly report booklet that includes portfolio sector allocations, portfolio characteristics, a portfolio valuation and performance for the account, both for cumulative and calendar periods. Special reports are prepared when requested. Further, Seix will accommodate specific daily, weekly, monthly or quarterly reporting requirements requested by Clients. Investors in the CLO Funds, Performa, and the issuers of same will receive such reports as are provided for in the respective offering memoranda/documents. Seix may, to the best of its ability, assist Clients with corporate action filings involving class action lawsuits. Assistance is limited to mailing Clients any documentation for class action suits involving assets currently or formerly managed by Seix. Seix will forward to the Client any material received, but will not complete or file class action claims or other related class action documentation on behalf of the Client. Seix will not prepare or file proofs of claim or ballots in a bankruptcy proceeding on behalf of its Clients except in limited circumstances. Item 14 – Client Referrals and Other Compensation A. Economic Benefits for Providing Services to Clients Not applicable B. Compensation to Non-Supervised Persons for Client Referrals Seix may on occasion enter into solicitation agreements with individuals, financial intermediaries or others who may or may not be affiliated with Seix. All solicitation agreements will comply with Rule 206(4)-3 under the Advisers Act and any other law as applicable. These solicitation arrangements, where applicable, require an affiliated solicitor to disclose such affiliation, and would require a third party solicitor to provide each prospective Client with a copy of Seix’s Form ADV Part 2 and to disclose to the prospective Client the nature of the arrangement between the solicitor and Seix. Payment to the solicitor by Seix will not increase the general fees paid by the prospective Client. While Seix currently does not compensate any unaffiliated third parties for client referrals, Seix may have relationship with certain consulting firms and other intermediaries. For example, Seix may, from time to time, purchase products or services, such as investment management performance data, from consulting firms. Seix may, from time to time, pay a fee for inclusion of information about the firm in databases maintained by certain unaffiliated third party data providers that in turn make such information available 28  to their investment consultant clients. The payments and benefits described in this paragraph could give the firms receiving them and their personnel an incentive to favor Seix’s investment advisory services over those of firms that do not provide the same payments and benefits. As discussed in Item 10, above, Seix has third-party promoter arrangements with VP Distributors, LLC (“VPD”), Virtus International Management, LLP (“Virtus International”), and Virtus Global Partners PTE. LTD (“Virtus Singapore”), each of which is an affiliate of Seix, whereby Seix compensates those entities for referrals in certain circumstances. The compensation paid by Seix to VPD, Virtus International and Virtus Singapore for these referral arrangements generally is structured as being all or a portion of any variable compensation paid by the affiliate to its employee(s) relating to assets under management by Seix that were referred by such employee(s), and in some cases the compensation also includes a percentage of the affiliate’s costs with respect to employment of the individual(s). With respect to the investment management of an Irish-domiciled UCITS fund, Seix, a division of VFIA, or any of its affiliates providing investment management to such UCITS fund, at its discretion and only where permitted by applicable law, can rebate, or cause to rebate, part or all of the investment management fees charged to any UCITS fund shareholder or use part of such investment management fees to remunerate certain financial intermediaries of such UCITS funds for services provided to UCITS fund shareholders. Seix or an affiliate may from time to time pay event attendance or participation fees, underwrite charitable or industry events or provide gifts of value to, or at the request of, an organization or individual that offers or includes products or services of Seix or an affiliate in a particular program or refers or has referred a Client to Seix. All such activities will be done in compliance with applicable law and Seix’s Gifts and Entertainment policy. In addition, certain third party institutions provide financial support on a voluntary basis for educational meetings. The amount of any such support may be substantial and may vary among payors. In addition, Seix or any of its affiliates may enter into arrangements with, and/or make payments from their own assets to, certain intermediaries to enable access to Virtus Funds on platforms made available by such intermediaries or to assist such intermediaries to upgrade existing technology systems or implement new technology systems or programs in order to improve the methods through which the intermediary provides services to Seix and its affiliates and/or their clients. Such arrangements or payments may establish contractual obligations on the part of such intermediary to provide Seix’s or an affiliate’s fund clients with certain exclusive or preferred access to the use of the subject technology or programs or preferable placement on platforms operated by such intermediary. The services, arrangements and payments described in this paragraph present conflicts of interest because they provide incentives for intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers to recommend, or otherwise make available, Seix’s or its affiliates’ strategies or Virtus Funds to their clients in order to receive or continue to benefit from these arrangements from Seix or its affiliates. The provision of these services, arrangements and payments described above by Seix or its affiliates is only to the extent permitted by applicable law and guidance and is not dependent on the amount of Virtus Funds or strategies sold or recommended by such intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers. 29  Item 15 – Custody VFIA does not have physical custody of either Client funds or securities. Clients receive account statements directly from their broker-dealers or custodians. Clients should carefully review the account statements from their broker-dealers or custodians. Clients should compare the account reports they receive from their adviser with the account statements from their broker-dealers or custodians. Though VFIA does not provide custodial services to Clients, under the SEC’s Custody Rule, VFIA is deemed to have custody in some situations due to the fact that VFIA can in those situations inform the custodian to remit investment advisory fees directly to VFIA. VFIA, through its Newfleet division, serves in the capacity of general partner or manager to one or more private funds that are not registered under the Investment Company Act (the “private fund”). The private fund(s) has retained an unaffiliated custodian to be responsible for the custody and safekeeping of the private fund assets. Although VFIA will not have physical custody of such private fund’s assets, the Advisers Act defines custody broadly, and VFIA believes that, like any other private fund manager, VFIA is deemed to have custody of the private fund’s assets by reason of serving in the capacity of general partner or manager. In accordance with applicable custody requirements under the Advisers Act, an accountant registered with and subject to inspection by the Public Company Accounting Oversight Board (“PCAOB”) will conduct an annual audit of the private fund and investors in the private fund will receive audited financial statements annually. Item 16 – Investment Discretion Seix accepts discretionary authority from the Client at the outset of an advisory relationship to manage assets in the Client’s account. In all cases, however, such discretion is exercised observing investment limitations and restrictions that are outlined in each Client’s investment advisory agreement or investment policy guidelines. A Client can place reasonable restrictions on Seix’s investment discretion. The most common restrictions are social restrictions or those that prohibit us from buying specific companies. Investment guidelines and restrictions must be provided to Seix in writing. Such restrictions may impact performance. For registered investment companies, Seix’s authority to trade securities may also be limited by certain federal securities and tax laws. See Item 4 for additional information about discretionary and non-discretionary services. Item 17 – Voting Client Securities Seix will accept proxy voting responsibility at the request of a Client. Once Seix accepts proxy voting responsibility, generally a Client will be allowed to request to vote its proxies on a particular solicitation and Seix will (if operationally possible) attempt to comply with the request. Where Seix is responsible to vote proxies for a Client, VFIA has a Proxy Committee (“Proxy Committee”) and is responsible for establishing policies and procedures designed to enable Seix to ethically and effectively discharge its fiduciary obligation to vote all applicable proxies on behalf of all discretionary Client accounts and funds. Annually (or more often as needed), the Proxy Committee will review, reaffirm and/or amend guidelines, strategies and proxy policies for all domestic and international Client accounts, Funds and product lines. 30  Seix’s policy is to vote all shares per the VFIA Proxy Policy unless the Client chooses a custom policy. In the case that a ballot item is not covered under the policy or is coded as case-by-case in VFIA’s policy, a research analyst or portfolio manager will review the available information and along with his/her knowledge of the company, will make a vote recommendation to the Proxy Committee. The Proxy Committee members consider the information and recommendation and vote on that ballot item. As reflected in the VFIA Proxy Policy, the Proxy Committee will affirmatively vote proxies for proposals that it interprets are deemed to be in the best economic interest of its Clients as shareholders and beneficiaries to those actions. Due to its diversified Client base, numerous product lines and affiliations, the Proxy Committee may determine a potential conflict exists in connection with a proxy vote based on the SEC guidelines. In such instances, the Proxy Committee will review the potential conflict to determine if it is material. Examples of material conflicts of interest which may arise could include those where the shares to be voted involve: 1. An issuer having substantial and numerous banking, investment, or other financial relationships with Seix, Newfleet or Stone Harbor; and 2. A senior officer of Seix, Newfleet or Stone Harbor serving on the board of a publicly held company. Although VFIA utilizes a pre-determined proxy voting policy, occasions may arise in which a conflict of interest could be deemed to be material. In this case, the Proxy Committee will determine the most fair and reasonable procedure to be followed in order to properly address all conflict concerns. The Proxy Committee may retain an independent fiduciary to vote the securities. Although VFIA does its best to alleviate or diffuse known conflicts, there is no guarantee that all situations have been or will be mitigated through Proxy Policy incorporation. VFIA utilizes the services of Institutional Shareholder Services, as its agent to provide certain administrative, clerical functional recordkeeping and support services related to VFIA’s proxy voting processes/procedures, which include, but are not limited to: 1. The collection and coordination of proxy material from each custodian for each Seix Client’s account(s); 2. The facilitation of the mechanical act of proxy voting, reconciliation, and disclosure for each Seix Client’s accounts(s), in accordance with VFIA’s Proxy Policies and the Proxy Committee’s direction; and 3. Required recordkeeping and voting record retention of all Seix proxy voting on behalf of Seix Clients. To obtain a copy of the complete proxy voting policies and procedures, or information about how Seix voted your proxies, please contact: Compliance Officer & Paralegal at Seix Investment Advisors, One Maynard Drive, Suite 3200, Park Ridge, NJ 07656; or via telephone at (201) 391-0300 for further information, questions and/or concerns regarding VFIA’s Proxy Policy; or to receive a complete copy of the Policy. 31  Virtus Mutual Funds shareholders: Although another investment advisor may sub-advise some or all of these funds, all proxy votes are conducted by the Funds’ Adviser, VFA. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 will be available free of charge by calling, toll-free, 888-784-3863, or on the SEC’s Web site at www.sec.gov. Litigation, Class Actions and Bankruptcies Unless specifically agreed otherwise, Seix will not take action or render advice involving legal action on behalf of a client with respect to securities or other investments held in the client’s account or issuers thereof, which become the subject of legal notices or proceedings such as class action lawsuits. However, Seix may prepare and submit ballots accepting or rejecting plans of reorganization of issuers held in a client’s account. Item 18 – Financial Information VFIA has no financial commitment or condition that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding. 32 

Newfleet Asset Management is a division of Virtus Fixed Income Advisers, LLC, an SEC registered Investment Adviser One Financial Plaza, 20th Floor Hartford, CT 06103 877-332-8172 31 West 52nd Street, 17th floor New York, NY 10019 212-548-1200 Email: James.Sena@Virtus.com Web Address www.newfleet.com March 26, 2025 This Brochure provides information about the qualifications and business practices of Newfleet Asset Management, (“Newfleet”), a division of Virtus Fixed Income Advisers, LLC (“VFIA”), an SEC registered investment adviser. If you have any questions about the contents of this Brochure, please contact us at (877) 332-8172 or James.Sena@virtus.com. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (SEC”) or by any state securities authority. Registration of an investment adviser does not imply any level of skill or training. The oral and written communications of an adviser provide you with information with which you determine to hire or retain an adviser. Additional information about Newfleet and VFIA is also available via the SEC’s website at www.adviserinfo.sec.gov. The SEC’s web site also provides information about any persons affiliated with Newfleet who are registered, or are required to be registered, as investment adviser representatives of Newfleet.    Item 2 – Material Changes The SEC adopted “Amendments to Form ADV” in July 2010. This Brochure, dated March 24, 2025 , was prepared according to the SEC’s requirements and rules. This Item is used to provide a summary of new or updated material information since the last update of the Newfleet Asset Management’s Brochure on March 27, 2024. This Brochure provides information about Newfleet, and, where applicable, broadly refers to policies, conflicts and other considerations that apply across VFIA and its three divisions. We made the following material changes to this Brochure: Item 4: Newfleet now offers no fee completion funds to certain wrap and separately managed accounts. Item 7: Privacy Policy is now at the VFIA level. Item 8 - Methods of Analysis, Investment Strategies and Risk of Loss  Added ESG policy description. Item 10 – Other Financial Industry Activities and Affiliations  Certain Virtus affiliates were restructured and renamed. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading  Virtus Insider Trading Policy was updated. The scope of people considered “Insiders” was broadened and the trading capability of both “Insiders” and “Restricted Insiders” were defined. Item 17 – Voting Client Securities  Updated proxy policy language. You can request our Brochure by contacting James Sena 860.503.1130 or James.Sena@virtus.com. Our Brochure is also available on our website, www.newfleet.com, and is free of charge upon request. 2      Item 3 – Table of Contents Table of Contents Item 2 – Material Changes .......................................................................................................... 2  Item 3 – Table of Contents .......................................................................................................... 3  Item 4 – Advisory Business ......................................................................................................... 4  Item 5 – Fees and Compensation ............................................................................................... 6  Item 6 - Performance-Based Fees and Side-By-Side Management ........................................... 9  Item 7 – Types of Clients .......................................................................................................... 10  Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .................................... 12  Item 9 - Disciplinary Information................................................................................................ 20  Item 10 - Other Financial Industry Activities and Affiliations ..................................................... 21  Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .................................................................................................................................................. 25  Item 12 – Brokerage Practices .................................................................................................. 31  Item 13 – Review of Accounts .................................................................................................. 34  Item 14 – Client Referrals and Other Compensation ................................................................ 35  Item 15 – Custody ..................................................................................................................... 36  Item 16 – Investment Discretion ............................................................................................... 36  Item 17 – Voting Client Securities ............................................................................................. 37  Item 18 – Financial Information ................................................................................................. 39           Item 4 – Advisory Business Newfleet Asset Management (“Newfleet”) is a boutique fixed income manager specializing in multi-sector and multi-asset strategies. Newfleet’s investment teams and strategies were originally formed in the early 1990s. Newfleet is a wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), a publicly traded company (NYSE: VRTS). On July 1, 2022, Virtus reorganized its three fixed income subsidiaries (Newfleet Asset Management, LLC, Seix Investment Advisors LLC and Stone Harbor Investment Partners, LLC) to operate as separate divisions under a single legal entity named Virtus Fixed Income Advisers, LLC (“VFIA”). VFIA is a wholly owned subsidiary of Virtus and is an SEC registered investment adviser. This structure was adopted to enhance operational support, optimize data, and research services, augment investment capabilities and allow the three divisions of VFIA to access broader shared resources and expertise in a number of areas, including third-party research, market data, and external vendors. The three divisions of VFIA maintain their distinct investment process and philosophy, portfolio management teams, investment culture and brand. They operate under the d/b/a names of: Newfleet Asset Management (“Newfleet”) Seix Investment Advisors (“Seix”) Stone Harbor Investment Partners (“Stone Harbor”) This brochure provides information about Newfleet. Two other brochures are available upon request which provide information about Seix and Stone Harbor. Newfleet provides investment management services to open-end investment companies, closed-end funds, Exchanged Traded Funds, UCITS, foundations, endowments, trusts, pension and profit sharing plans, corporations, public funds, multi- employer plans, registered investment advisers, and separately managed accounts. Newfleet’s management of client portfolios is generally on a fully discretionary basis. The firm actively manages those portfolios with an overall goal of maximizing total returns subject to each client’s risk profile and investment guidelines and tailored to the individual needs of clients. Newfleet does not consider the above services “financial planning” or any similar term. 4      Types of Investments Newfleet offers a variety of fixed income investment strategies utilizing securities debt securities, including but not limited to debt securities issued by the US or foreign governments (in external (typically USD/EUR/JPY) or local currency), foreign governmental agencies or supranational organizations, corporate debt securities, Brady bonds, Euro bonds, repurchase agreements and reverse repurchase agreements, forward contracts, currency transactions, participation interests in corporate loans, securitized loan participations, convertible securities, Rule 144A securities, senior and subordinated loans and loan participations and assignments including mortgages, mortgage backed securities including mortgage TBAs, collateralized mortgage obligations (CMOs), asset backed securities, fixed and floating rate securities, fixed and floating rate commercial loans, distressed debt, payment in-kind securities (PIKs), zero- coupon bonds, inflation protected securities, step-up securities and derivative instruments (such as options, futures, swaps, credit default swaps, interest rate swaps, credit linked notes, interest only (IOs) and principal only (POs) investments, structured instruments and derivatives thereof). Newfleet also provides advice in connection with exchanged traded funds, mutual funds, closed-end funds, common stocks, preferred stock, debentures, notes, commercial paper, certificates representing securities (such as American Depository Receipts, Global Depository Receipts, and European Depository Receipts), closed-end funds, exchange traded funds, private issues, equipment trust certificates, municipal securities, and real estate investment trusts. Newfleet may purchase securities on a when-issued, delayed delivery or forward basis. Newfleet may make use of derivative securities (including futures and options on securities, securities indices or currencies, options on futures, forward currency contracts, and interest rate, currency, or credit default swaps) for the purposes of reducing risk and/or obtaining efficient investment exposure. In general, Newfleet enters into derivatives transactions on an incidental basis to the fixed income strategy which it is implementing; however, Newfleet may seek active exposure through derivatives from time to time in its implementation of certain strategies. In limited circumstances, where clients are deemed able and willing to accept greater risk in pursuit of potential higher total return, Newfleet also will use leveraging and hedging techniques, including buying securities on margin. 5      Investment Strategies Newfleet provides discretionary asset management through a range of actively managed multi-sector and multi-asset strategies as well as a core plus strategy, bank loan strategy, high yield strategy, short duration strategy, global high yield strategy, securitized debt strategy, global investment grade corporates strategy, global high yield corporates strategy and a liability driven investing (LDI) strategies are offered by Newfleet. Newfleet focuses on building long-term value for its clients through its strategies. Newfleet seeks to tailor the investment guidelines and restrictions of separately managed accounts in order to satisfy each client’s credit strategy requirements. Clients may impose restrictions or limitations on securities, including but not limited to limitations by asset class, benchmark, credit rating, or country weighting. Newfleet also serves as an adviser and sub-adviser to US and non-US pooled investment vehicles that have investment guidelines that are not subject to specific requirements of underlying fund investors. Newfleet offers model portfolios of their multi-sector short duration and core plus strategies and also their Enhanced Core and Short Duration Core Plus strategies. Newfleet is sub-adviser to five no fee Completion Funds available only to certain Wrap account owners and Separately Managed Accounts. Assets under Management As of December 31, 2024, Newfleet managed approximately $15,335,128,781 in client gross assets, all managed on a discretionary basis. VFIA as a whole had a total of $32,840,598,185 of discretionary assets and $166,272,915 of non-discretionary assets under management as of December 31, 2024. Item 5 – Fees and Compensation Fees for investment advisory service are detailed in each contract for service and are subject to negotiation. Generally, Newfleet charges a fixed-percentage fee per annum for investment advice based on assets under management. 6      Clients may decide to have fees deducted from assets, or to be billed for fees incurred. Fees may be negotiable where special circumstances prevail, and arrangements with any particular client may vary. In some cases, fees charged by Newfleet may be greater than fees charged by other investment advisers for similar services; in other cases our fees may be lower. Investment advisory fees may be based on the fair market value of the assets, the current face value of the assets on an annual basis or fixed fees. Newfleet may negotiate and enter into a performance based fee arrangement with eligible clients meeting the criteria as set forth under Rule 205-3 of the Investment Advisers Act of 1940, as amended. Terminated accounts will be charged advisory fees and additional expenses incurred by Newfleet in the transfer or final disposition of the account. Accounts may be terminated by giving written notice, in most cases, 30 days, to Newfleet. Clients will generally receive a pro-rata refund of any unearned prepaid fees upon such termination. Clients will incur brokerage, custodial, and other transactions costs in addition to fees. Please refer to Item 12, Brokerage Practices, for additional details. In certain instances for separately managed clients’ accounts, Newfleet may purchase or sell shares of one of the Affiliated Funds for which it serves as sub-adviser. When this occurs, the separately managed client account assets invested in an Affiliated Fund are not subject to the advisory fee otherwise applicable to the account; rather, those assets are subject only to the Affiliated Fund fees and charges applicable to all shareholders of the fund, as set forth in the fund’s current prospectus. Depending on which Affiliated Fund the account is invested in, the Affiliated Fund fees, a portion of which are paid to Newfleet, may be more or less than the separate account advisory fee otherwise applicable to the account. Advisory fees for services under existing sub-advisory contracts for the Virtus registered investment companies range between 0.11% and 0.475%, depending upon the type and size of the portfolio. Fees for the Virtus Funds are paid monthly based on the annual rate. Specific advisory fees and expense related information may be found in the prospectus and/or statement of additional information for each registered investment company. 7      Newfleet’s basic fee schedules for separately managed accounts are: Core Plus Strategy Multi-Sector Short Duration Strategy $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size 25 bps 22.5 bps 18.75 bps $25 million 25 bps 22.5 bps 18.75 bps $25 million $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size Multi-Sector Opportunistic Strategy $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size Low Duration Strategy 20 bps 18.75 bps 15 bps $25 million 30 bps 25 bps 20 bps $25 million $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size High Yield Strategy Floating Rate Strategy 35 bps 30 bps $50 million $50 to $100 million Over $100 million Minimum Account Size $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size 30 bps 25 bps 20 bps $25 million Short Duration High Income Strategy Mortgages Agency & Triple-A Strategy $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size 30 bps 25 bps 20 bps $25 million 25 bps 22.5 bps 18.75 bps $25 million $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size Multi-Asset Credit Strategy Multi-Asset Credit Opportunistic Strategy Up to $100 million Over $100 million Minimum Account Size 65 bps Negotiable $50 million 65 bps Negotiable $50 million Up to $100 million Over $100 million Minimum Account Size LIBOR Plus Total Return Strategy Liability Driven Investing (LDI) Strategy Management Fee Minimum Account Size Negotiable $200 million 30 bps 25 bps 20 bps $25 million $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size 8      $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size Securitized Debt Strategy 30 bps 25 bps 20 bps $25 million 30 bps 25 bps 20 bps $25 million U.S. Investment Grade Corporates Strategy $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size Global Investment Grade Corporates Strategy Global High Yield Corporates Strategy $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size 30 bps 25 bps 20 bps $25 million 30 bps 25 bps 20 bps $25 million $25 to $50 million $50 to $100 million Over $100 million Minimum Account Size However, fees may be negotiable where special circumstances prevail, and arrangements with any particular client may vary from the foregoing. Newfleet receives a portion of the fees charged by the promoter of the UCITS which has been determined by the contract between Newfleet and the promoter and subsequently approved by the UCITS in accordance with the provisions of the Central Bank of Ireland. Advisory fees for these services may be up to 0.375%. Item 6 - Performance-Based Fees and Side-By-Side Management As discussed in Item 5 above, Newfleet may negotiate incentive (performance-based) fee arrangements, or may charge a combination of performance-based and asset- based fees. Performance-based fee arrangements may be viewed as creating an incentive for Newfleet to recommend investments which may be riskier or more speculative than those which would be recommended under a different fee arrangement. Performance fee arrangements also create an incentive for an investment manager to favor performance fee accounts over other accounts in the allocation of investment opportunities because strong investment returns increase the performance-based fee paid to the investment manager, whereas the investment manager would receive an asset-based fee regardless of the performance of the account, although performance may affect the level of assets and, consequently, the asset-based fee. Notwithstanding the type of fee, fee arrangements generally create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. 9      However, Newfleet has adopted and implemented procedures designed to ensure the fair and equitable treatment of all its clients, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Newfleet’s allocation decisions may vary from transaction to transaction and will depend upon factors including, but not limited to, investment guidelines and restrictions, the type of investment, the amount of securities purchased or sold, minimum order size, the size of the account, and the size of an existing position in a client account, and considerations related to any applicable dual-hatting arrangements. Investment team members of at least one VFIA division serve as portfolio managers and traders of at least one registered investment company advised by another registered Virtus investor adviser. Newfleet may base its allocations on factors including but not limited to: achieving certain positions by percentage, cash position, country weightings, relative value, and position maintenance. Such decisions are not based upon fee structure. In addition, Newfleet’s compliance team regularly monitors all portfolios for compliance with the firm’s trade allocation policy. Even though Newfleet’s trade allocation policy is to treat all clients fairly and equitably over time, there is no guarantee this will occur because market events may intervene. In addition, Newfleet makes investment decisions for each account independently from those of other accounts managed by Newfleet, and may give competing or conflicting advice to different clients. Moreover, because of different investment objectives or legal and regulatory requirements in a client’s jurisdiction, a particular security may be purchased for one or more accounts when one or more other accounts are selling the same security. Thus, at any particular time, two or more accounts may seek to purchase or sell the same securities. If such securities are not available in sufficient quantities, or if Newfleet is otherwise unable to purchase or sell all of such securities, then Newfleet will allocate transactions in such securities among applicable accounts in a manner that Newfleet deems fair and equitable to all. In addition, Newfleet may aggregate client trades in these circumstances. More information about the trade allocation and trade aggregation policies of Newfleet and VFIA can be found in Item 12. Item 7 – Types of Clients Newfleet offers portfolio management services to a wide variety of U.S. and non-U.S. 10      institutional accounts, including, but not limited to, retirement plans including pension and profit-sharing plans, state and municipal government entities, supranational organizations, sovereign wealth funds, charitable organizations, multi-employer unions, corporations, and other business entities. In addition, Newfleet is the investment adviser or sub-adviser to various pooled investment vehicles including U.S. registered investment companies (open-end, closed-end, and exchange traded funds), collective investment trusts, private funds and registered offshore funds such as Irish UCITS and Irish qualifying investor alternative investment funds. Newfleet’s clients may use the services of investment consultants who have introduced those clients and other clients to Newfleet. Newfleet may purchase products or services, such as portfolio analytics or access to databases from such investment consultants, or may pay to attend conferences hosted by such investment consultants. In these circumstances, a consultant may have a conflict of interest in recommending the investment advisory services of Newfleet to clients because the consultant has received revenue from Newfleet in connection with other aspects of the consultant business. Newfleet generally requires that a client invest at least $25 million to open and maintain a separately managed account. Newfleet may, in its full discretion, waive an account minimum or increase an account minimum to open and maintain a separately managed account. Each pooled investment vehicle for which Newfleet serves as an adviser or sub-adviser maintains separate account opening and maintenance requirements, such as minimum investment amounts and one or more investor sophistication requirements. These requirements are generally set forth in each such pooled investment vehicle’s offering documents. Newfleet’s portfolio managers and other personnel and affiliates may invest in the pooled investment vehicles that Newfleet manages. In certain cases, portfolio managers or related persons may hold shares of and/or may have provided seed capital for pooled investment vehicles that Newfleet has established and which are offered to external investors. Such arrangements may be viewed as creating an incentive for portfolio managers to favor the pooled investment vehicles in which their own or other employee or related person assets are invested over other accounts in the allocation of investment opportunities. However, Newfleet has adopted and implemented procedures designed to ensure that all clients are treated fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Please refer to Item 6 above for additional information about Newfleet’s allocation decisions. 11      Privacy Policy Newfleet’s goal is to protect non-public personal client information. Newfleet does not disclose or share any non-public personal client information with anyone (including affiliates), except as permitted by or disclosed to the client, required by law, or otherwise provided in Newfleet’s Privacy Policies and Procedures. As a division of a registered investment adviser, Newfleet is subject to the requirements of Regulation S-P, which seeks to prevent the disclosure of certain non-public client information to third parties, and requires that Newfleet establish administrative, technical and physical safeguards that are reasonably designed to: (1) ensure the security and confidentiality of client records and information; (2) protect against any anticipated threats or hazards to the security or integrity of client records and information; and (3) protect against unauthorized access to or use of client records or information that could result in substantial harm or inconvenience to any client. Regulation S-P applies to non-public personal information about natural persons who obtain financial products or services primarily for personal, family or household purposes from certain types of institutions, including investment advisers. Regulation S-P does not apply to information about companies or institutions or about natural persons who obtain financial products or services primarily for business, commercial or agricultural purposes. In addition, Newfleet complies with the requirements of the European Union General Data Protection Regulation (“GDPR”), and therefore processes “personal data” (as defined by GDPR) in a manner that ensures the security, confidentiality, and integrity of the personal data by implementing appropriate technical and organizational measures. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Newfleet offers several principal investment strategies as described below. Any particular client account may utilize one or more of these investment strategies described below. Newfleet may, pursuant to client instruction, manage variations of these principal investment strategies, such as a “concentrated”, “opportunistic” / “focused” or “restricted” version of a particular strategy, or variations which apply ratings restrictions. Investing in securities and other financial instruments involves the risk of loss, including principal, which clients should be prepared to bear. While Newfleet seeks to achieve each client’s stated investment objective, there is no guarantee that it will succeed. This 12      section provides more information about the material risks that may apply to a client account depending on its investment strategy. The results of Newfleet’s investment activity may differ significantly between clients. Newfleet may give competing or conflicting advice to different clients. Newfleet’s security analysis methods include fundamental and technical analysis. Newfleet will use varied sources of information including, but not limited to, annual reports, prospectuses, filings with the Securities and Exchange Commission, inspections of corporate activities, research materials prepared by others, corporate rating services, company press releases, and financial newspapers and magazines. Newfleet may also utilize the services of a third party research provider. The research team is always engaged in fundamental research and uses a proactive approach to identify the current fundamentals of a particular issuer and to predict future developments in credit rating and fundamentals for specific issuers. Newfleet’s investment strategies include one or all of the following:  long-term purchases (securities or bank loans held at least one year);  short-term purchases (securities or bank loans sold within one year);  trading (securities or bank loans sold within 30 days) (resulting in increased brokerage and other transaction costs and taxes); leverage (in the form of borrowing);  short sales;   use of certain other derivatives. Newfleet may implement interest rate, credit spread and credit default transactions consistent with a client’s investment guidelines. Multi-Sector, Multi-Asset Credit Strategies Newfleet’s multi-sector strategy is based on the principle that active sector rotation, along with disciplined risk management and strong security selection, provides an effective method of achieving favorable returns in the fixed income market. Newfleet seeks the best opportunities for total return while avoiding interest-rate forecasting. Newfleet offers multi-sector strategies of varying duration and risk level. Newfleet’s multi-sector opportunistic strategy employs optimal flexibility to invest in below-investment grade and non-U.S. debt to maximize its potential for high current 13      income and total return. Its value-oriented, research-driven approach seeks to overweight undervalued sectors and dynamically allocate across the broad fixed income universe while applying strict risk controls. Newfleet’s multi-asset credit strategy invests in an unconstrained global opportunity set that encompasses all major asset classes, including investment grade and securitized credit debt, high yield debt, bank loans, and hard and local currency sovereign and corporate debt, with an investment objective of achieving a target total return. The strategy is not constrained by or managed to a market benchmark and may be customized based on clients’ investment goals and objectives. Newfleet’s multi-asset credit opportunistic strategy invests in an unconstrained and concentrated strategy of high conviction ideas. Portfolios invest in a wide range of fixed income securities including emerging markets debt, investment grade and high yield corporate debt, and derivatives, with an investment objective of achieving a target total return. The strategy is not constrained by or managed to a market benchmark and may be customized based on clients’ investment goals and objectives. Newfleet’s core plus strategy seeks to generate high total return from both current income and capital appreciation by investing primarily in investment grade, intermediate-term debt securities across the broad fixed income universe. The strategy employs dynamic sector allocation, extensive research, and disciplined risk management that seeks to generate consistent outperformance of the Bloomberg U.S. Aggregate Index over a full market cycle. Newfleet’s Multi-Sector Low Duration Strategy primarily focuses on higher-quality, more liquid securities across the broad fixed income universe. The strategy seeks to generate attractive total return from both current income and capital appreciation with an emphasis on maintaining low volatility and shorter duration. The strategy employs extensive research and disciplined risk management to identify and tactically allocate to undervalued sectors. Newfleet’s LIBOR Plus Total Return Strategy Primarily invests in a broad range of fixed income securities, including investment grade and below investment grade corporate debt, bank loans, emerging markets hard and local currency sovereign and corporate debt, and derivatives. Duration is constrained with an effective duration of less than one year. The portfolios may be customized in terms of target return, permitted asset classes, and major base currency. The strategy aims to achieve total return through 14      broad credit exposure while seeking to provide downside protection. Though the strategy is not managed against a benchmark, performance is measured against a cash target return. Newfleet’s Liability Driven Investing (LDI) Strategy offers multiple, customized LDI solutions for institutional clients and currently manage LDI Plus (active style, with leverage) and LDI (passive style, no leverage) for large Multi-National Corporate Pension Plans. Investment Grade Credit Strategies Newfleet’s U.S. Investment Grade Corporates Strategy seeks to generate high total return from both current income and capital appreciation by investing primarily in a wide range of U.S. issued investment grade corporate debt securities. The strategy employs a fundamental and qualitative approach, seeking to add excess return through strategic allocation of sectors and industries, as well as through disciplined credit selection. Newfleet’s Global Investment Grade Corporates Strategy seeks to generate high total return from both current income and capital appreciation by investing primarily in a wide range of globally issued investment grade corporate debt securities. The strategy employs a fundamental and qualitative approach, seeking to add excess return through strategic allocation of sectors and industries, as well as through disciplined credit selection. Newfleet’s Mortgages Agency and Triple-A Strategy seeks to generate high total return from both current income and capital appreciation by investing primarily in asset-backed securities, agency residential mortgage-backed securities and collateralized mortgage obligations, non-agency residential mortgage-backed securities, “to-be-announced” securities, commercial mortgage-backed securities, and U.S. government debt and U.S. Agency debentures that are rated “AAA” or the equivalent at the time of purchase. Newfleet’s Securitized Debt Strategy seeks to generate high total return from both current income and capital appreciation by investing primarily in agency and/or non- agency residential mortgage-backed securities, agency and/or non-agency commercial mortgage-backed securities, and asset-backed securities across the rating spectrum, though the strategy generally maintains a single-A or higher portfolio average credit rating. 15      Leveraged Finance Credit Strategies Newfleet’s High Yield Strategy may be appropriate for investors seeking diversification associated with investing in high yield, fixed income securities. The investment process strives to add value through issue selection, sector/industry selection, and opportunistic trading. The strategy will generally overweight sectors and industries with well-valued companies whose business profiles are viewed to be improving. Newfleet’s Bank Loan strategy invests in higher-quality, senior-secured, non-investment grade bank loans. Using extensive credit and company analysis and monitoring, the portfolio managers look for those securities with strong income potential while maintaining an emphasis on managing risk. Newfleet’s Short Duration High Income Strategy seeks a high current income with lower volatility and interest rate risk than the broader high yield market by investing in short- term, higher-quality high yield bonds with a duration of less than three years. The strategy utilizes issue selection, sector/industry selection, and opportunistic trading that attempts to mitigate volatility and generate excess returns. Newfleet’s Global High Yield Corporates Strategy seeks to generate total return from both current income and capital appreciation by investing primarily in non-investment grade corporate debt securities of global corporate issuers located in the U.S. and Europe, as well as in emerging markets. Newfleet may enter into derivative transactions when the use is consistent with established client investment guidelines and the firm’s investment strategy as selected by the client. A derivative is a financial arrangement between two parties whose payments or values are based on, or “derived” from, the performance of some agreed- upon benchmark. Common benchmarks include securities, indices, commodities, interest rates, currency exchange rates, securities spreads and other assets or economic benchmarks with varying degrees and types of associated risks. Derivatives can be used for a variety of reasons. For example, if a portfolio consists of foreign investments that are denominated in the currency of the country of the issuer, we may want to reduce the risk of fluctuations in the value of such currencies. Or, we may want to modify the risk/return profile of a portfolio without incurring significant transaction cost and without disturbing the portfolio. 16      The value of securities used in any of Newfleet’s offered investment strategies may go up or down in response to factors not within the control of the investment manager, such as the status of an individual company underlying a security, or the general economic climate. Newfleet integrates environmental, social and/or governance (“ESG”) factors into its overall fundamental research and decision making processes. However, ESG factors are not determinative by themselves to an investment decision. Across all strategies, we view material Environmental, Social, and Governance (ESG) factors as integral components of our investment process. These sustainability factors are elements of thorough fundamental credit analysis, the basis for all Newfleet investment decisions, subject to client preferences and applicable regulations such as ERISA. Newfleet’s ESG philosophy and strategic objectives are established by the firm’s ESG Committee, which has oversight responsibility for the firm’s ESG activities. Newfleet’s ESG Committee (or “Committee”) is responsible for facilitating adoption and development of the firm’s ESG approach. Investors should be aware that their investment is not guaranteed, and understand that there is a risk of loss of value in their investment. The value of your portfolio may be affected by one or more of the following risks: Extraordinary Events and Market Volatility Risk. The 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. The outbreak of a pandemic (such as COVID-19) has the potential to disrupt travel, close international borders, cause delays in healthcare service preparation and delivery, cause prolonged quarantines, and disrupt supply chains. The impact of a pandemic or any other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. Global terrorist activity and 17      United States involvement in armed conflict may negatively affect general economic fortunes, including sales, profits, and production, and may lead to depressed securities prices and problems with trading facilities and infrastructure. Credit Risk. The risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Derivatives Risk. The risk that the fund will incur a loss greater than the fund’s investment in, or will experience greater share price volatility as a result of investing in, a derivative contract. Derivatives may include, among other things, futures, options, forwards, and swap agreements and may be used in order to hedge portfolio risks, create leverage, or to attempt to increase yield. Emerging Markets Investments 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. The risk that the prices of foreign securities in the fund’s portfolio will be more volatile than those of domestic securities, or will be negatively affected by currency fluctuations, less regulated or liquid securities markets, or economic, political, or other developments. High-Yield/High-Risk Fixed Income Securities (Junk Bonds) Risk. The risk that the issuers of high-yield/high-risk securities in the fund’s portfolio will default, that the prices of such securities will be volatile, and that the securities will not be liquid. Income Risk. The risk that income received from the fund will vary widely over the short- and/or long-term and/or be less than anticipated if the proceeds from maturing securities in the fund are reinvested in lower-yielding securities. Interest Rate Risk. The risk that when interest rates rise, the values of the fund’s debt securities, especially those with longer maturities, will fall. Leverage Risk. The risk that leverage created from borrowing or certain types of transactions or instruments, including derivatives, may impair the fund's liquidity, cause it to liquidate positions at an unfavorable time, increase its volatility or otherwise cause it not to achieve its intended result. Liquidity Risk. The risk that certain securities may be difficult or impossible to sell at the time and price beneficial to the fund. Loan Risk. The risks that, in addition to the risks typically associated with high- yield/high-risk fixed income securities, loans (including floating rate loans) in which the 18      fund invests may be unsecured or not fully collateralized, may be subject to restrictions on resale, and/or some loans may trade infrequently on the secondary market. Loans settle on a delayed basis, potentially leading to the sale proceeds of loans not being available to meet redemptions for a substantial period of time after the sale of the loans. Long-Term Maturities/Durations Risk. The risk of greater price fluctuations than would be associated with securities having shorter maturities or durations. Mortgage-Backed and Asset-Backed Securities Risk. The risk that changes in interest rates will cause both extension and prepayment risks for mortgage-backed and asset-backed securities in which the fund invests, or that an impairment of the value of collateral underlying such securities will cause the value of the securities to decrease. Municipal Bond Market Risk. The risk that events negatively impacting a particular municipal security, or the municipal bond market in general, will cause the value of the fund’s shares to decrease, perhaps significantly. Prepayment/Call Risk. The risk that issuers will prepay fixed rate obligations when interest rates fall, forcing the fund to reinvest in obligations with lower interest rates than the original obligations and otherwise not benefit fully from the increase in value that other fixed income securities experience when interest rates decline. Tax-Exempt Securities The risk that tax-exempt securities may not provide a higher after-tax return than taxable securities, or that the tax-exempt status of such securities may be lost or limited. Tax Liability Risk. The risk that noncompliant conduct by a municipal bond issuer, or certain adverse interpretations or actions by a government or tax authority, could cause interest from a security to become taxable, possibly retroactively, subjecting shareholders to increased tax liability. U.S. Government Securities Risk. The risk that U.S. Government securities in the fund’s portfolio will be subject to price fluctuations, or that an agency or instrumentality will default on an obligation not backed by the full faith and credit of the United States. Exchange-Traded Fund Risk. Newfleet may gain exposure to emerging markets equity through investments in equity exchange-traded funds (ETFs). Such ETFs are subject to the risks of the underlying emerging markets equity securities in which the ETF invests. For instance, the market price of common stocks and other equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself. In addition, investors in an ETF bear their share of the ETF’s expenses, in addition to any management or performance fees charged by Newfleet. 19      Investments in ETFs involve the risk that the ETF’s performance may not track the performance of the index or markets the ETF is designed to track. In addition, ETFs often use derivatives to track the performance of the relevant index and, therefore, investments in those ETFs are also subject to risks associated with investing in derivatives Increased Regulations. Events during the past several years and adverse financial results have focused attention upon the necessity to maintain adequate risk controls and compliance procedures. These events have led to increased governmental and self-regulatory authority scrutiny of the financial industry. Various national governments have also expressed concern regarding disruptive effects of speculative trading and the need to regulate the markets in general. Any regulations that restrict the ability to employ, or broker-dealers and counterparties to extend, credit or restrict trading activities could adversely impact profit potential. Cybersecurity Risk. In addition to the risks associated to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. A breach in cybersecurity refers to both intentional and unintentional events that may cause an account to lose proprietary information such as misappropriating sensitive information, access to digital systems to obtain client and financial information, corrupting data, or causing operational disruption. Similar adverse consequences could result from cybersecurity incidents affecting counterparties with which we engage in transactions, third-party service providers (e.g. a client account’s custodian), governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. The Firm has in place risk management systems and business continuity plans which are designed to reduce the risks associated with these attacks, although there are inherent limitations in any cybersecurity risk management system or business continuity plan, including the possibility that certain risks have not been identified. Accordingly, there is no guarantee that such efforts will succeed especially since we do not directly control the cybersecurity systems of issuers or third-party service providers. Item 9 - Disciplinary Information VFIA is required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of Newfleet, or VFIA or the integrity of VFIA or Newfleet’s management. VFIA has not been involved in any legal or disciplinary events that would be material to a client’s evaluation of the company or its personnel. 20      Item 10 - Other Financial Industry Activities and Affiliations A. Broker-Dealer Registration Status VFIA is not registered as a broker-dealer and does not have any pending applications for registration. An affiliate of VFIA, VP Distributors, LLC (“VPD”) is a registered broker-dealer. VPD is a limited purpose broker-dealer that serves as principal underwriter and distributor of certain open-end mutual funds and ETFs advised or sub-advised by Virtus affiliates, including Newfleet as a division of VFIA. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status VFIA is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) in connection with certain of the pooled investment vehicles for which it serves as investment adviser or sub-adviser. In addition, certain VFIA employees are registered with the CFTC as associated persons and principals of the CPO. Certain of VFIA’s affiliated investment advisers listed below also are registered as commodity pool operators or commodity trading advisors in connection with their management activities. VFIA is not registered as a futures commission merchant or commodity trading adviser. VFIA does not have any pending applications for registration as a futures commission merchant or commodity trading adviser. C. Material Relationships or Arrangements with Industry Participants VFIA has relationships with its affiliates that you may consider material. These relationships are described below, along with an explanation of how we address what may be considered to be material conflicts of interest. Newfleet is a division of VFIA, which is wholly owned by Virtus Partners, Inc (“VPI”), whose parent company is Virtus. Certain officers and directors of Virtus serve as officers and/or directors of VFIA and Newfleet. 21      VFIA is comprised of three divisions: Newfleet Asset Management, Seix Investment Advisors and Stone Harbor Investment Partners. The three divisions of VFIA maintain their distinct investment process and philosophy, portfolio management teams, investment culture and brand, and operate under their “d/b/a” names. Certain VFIA officers and directors serve in the same or similar capacity at each of its three divisions as well as other Virtus affiliates. Certain VFIA officers, directors and employees also serve on the board of directors for various funds that are advised or sub-advised by VFIA or other Virtus affiliated investment advisers. Portfolio managers and traders employed by VFIA operate in a “dual hatted” capacity in which the individual provides investment management services to more than one investment adviser (such as to more than one division of VFIA and/or to another Virtus affiliated investment adviser). Any dual-hatted individuals are subject to the policies and procedures of both investment advisers. In a variety of instances, Newfleet utilizes the personnel and/or services of one or more of VFIA’s affiliates, in the performance of Newfleet’s business, including, without limitation, finance, accounting, human resources, operations, trading, research, talent management, compliance, legal, technology, platform channel sales and service, marketing, and wholesaling. Such utilization can take a variety of forms including dual employee or delegation arrangements, formal sub-advisory or servicing agreements, or other formal and informal arrangements among VFIA and its affiliates. In these circumstances, the registered affiliate with which the client has its investment management agreement remains responsible for the account within the framework of the Advisers Act and/or other applicable regulatory frameworks and the relevant investment management agreement and no additional fees are charged to the client for the affiliates’ services except as set forth in the investment management agreement. Certain employees of VPD promote the services of Newfleet as well as the products managed by Newfleet. When Newfleet pays a fee to VPD for the efforts of VPD’s employees to promote Newfleet’s services, VPD is an affiliated third-party promoter for Newfleet as discussed further in Item 14, below. Certain employees of a related person of Newfleet, Virtus International Management, LLP (“Virtus International”), also promote the services of Newfleet as well as the products managed by Newfleet. Virtus International’s representatives are permitted to introduce Newfleet 's investment advisory services to institutional entities and sovereign wealth funds and other foreign official institutions within the United Kingdom and in 22      other jurisdictions globally, to the extent permitted by the laws of each applicable jurisdiction. In the Asia-Pacific region, approved persons of Virtus Global Partners PTE. LTD (“Virtus Singapore”) (UEN 201018015Z), which is authorized and regulated by the Monetary Authority of Singapore (“MAS”), are permitted to introduce the investment advisory services of Newfleet and certain of its affiliates to institutional entities, sovereign wealth funds, and other foreign official institutions. Certain employees of a related person of Newfleet, seconded to Virtus International Fund Management Limited (“VIFM”) (Ref. No. C182357), which is authorized and regulated by the Central Bank of Ireland, carry out sales and marketing activity of certain Irish-domiciled UCITS funds to which Newfleet is the investment manager, to the extent permitted by applicable law. (1) Investment Companies Newfleet, as a division of VFIA , has contracted with Virtus Investment Advisers, LLC. (“VIA”) and Virtus Advisers, LLC (“VA”)to sub-advise certain investment portfolios of the Virtus Mutual Funds which are affiliated with Newfleet, and are distributed by VPD. Broker-dealers play a significant role and receive 12b-1 and other internal and external fees for selling interests in the Virtus Mutual Funds. Service providers to the Virtus Mutual Funds subadvised by Newfleet include VPD, the Principal Underwriter and Distributor; Virtus Fund Services, LLC (“VFS”), the Administrator, Fund Accountant and Transfer Agent; and Bank of New York Mellon, Custodian. VFS may engage other firms to provide administrative, fund accounting and transfer agency services to the Vitus Mutual Funds. Newfleet sub-advises ETFs which is affiliated with VFIA and distributed by VPD. Broker-dealers play a significant role and receive fees for selling the ETFs. Service providers to the ETFs include VPD, the Principal Underwriter and Distributor; Virtus ETF Solutions LLC as Administrator of the Trust; and Bank of New York Mellon as Accounting Services Administrator, Custodian and Transfer Agent. Newfleet is a sub-adviser of the Great-West Multi-Sector Bond Fund, which is a registered investment company. Newfleet is a sub-adviser of the Dunham Corporate/Government Bond Fund, which is a registered investment company. VFIA has a number of affiliates that are registered investment advisers, which are: • • AlphaSimplex Group, LLC; Ceredex Value Advisors LLC; 23      • • • • • • • • • • • • • Duff & Phelps Investment Management Co.; Kayne Anderson Rudnick Investment Management, LLC; NFJ Investment Group, LLC; Seix CLO Management LLC; Seix CLO Management GP LLC; Silvant Capital Management LLC; Sustainable Growth Advisers, LP; Virtus Advisers, LLC (VA); Virtus Alternative Investment Advisers, LLC.; Virtus Capital Advisers, LLC (“VCA”); Virtus Investment Advisers, LLC (“VIA”); Westchester Capital Management, LLC; Westchester Capital Partners, LLC As noted in Item 7 and in this Item 10 above, VFIA acts as an adviser or sub-adviser to various pooled investment vehicles (not all of which may be listed), including investment companies registered under the Investment Company Act of 1940, collective investment trusts, private funds, and registered offshore funds such as Irish UCITS and Irish qualifying investor funds. Affiliates of VFIA serve in one or more capacities for certain of these funds as disclosed in the relevant fund offering materials. (3) Private Partnerships VFIA (by and through its divisions), or its affiliates, may serve as, or in a capacity substantially similar to, general partner or managing member of other private funds now or in the future. Newfleet, as a division of VFIA, serves in this capacity for one or more private funds. Each private fund relies on exemptions from registration under of the Securities Act of 1933, as amended, and 1940 Act Section 3(c)(7) and Rule 3a-7. They may offer and sell units only to Accredited Investors as defined in the Securities Act of 1933 and Qualified Purchasers as defined in 1940 Act Section 2(a)(51) or to “knowledgeable employees” as defined in 1940 Act Rule 3c-5 (collectively, “Investors”). Each private Fund is managed only in accordance with its own characteristics and Investors may not impose restrictions on any investments or types of investments that would alter Newfleet’s investment strategy for the private Funds. In addition, Investors may not direct Newfleet to purchase or sell portfolio securities through any specific broker or dealer. Investors should consider whether a particular private Fund meets their 24      investment objectives and risk tolerance prior to investing. Information about each private Fund can be found in its offering documents, including any confidential private placement memorandum. D. Material Conflicts of Interest Relating to Other Investment Advisers Newfleet, as a division of VFIA, serves as adviser or sub-adviser to certain of the Virtus Mutual Funds and other pooled investment vehicles. When appropriate, Newfleet may recommend investment in these affiliated mutual funds and investment vehicles. To the extent that a Client chooses to invest all or a portion of its account in an affiliated mutual fund and investment vehicles, Newfleet does not charge an advisory fee on assets invested in affiliated mutual funds and investment vehicles, in addition to the advisory fees embedded in the mutual funds and investment vehicles. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics of VFIA (the firm) We endeavor to ensure that the investment management and overall business of the firm complies with both our firm and Virtus (parent) policies and applicable U.S. federal and state securities laws and regulations. We have adopted the Virtus Code of Conduct and the Code of Ethics (the “Codes”) in accordance with Rule 204A-1 of the Investment Advisers Act of 1940, as amended. The Codes have been reasonably designed to prevent and detect possible conflicts of interest with client trades. Compliance with the Codes is a condition of employment. All of our supervised persons must acknowledge terms of the Codes, annually, or as amended. Any employee found to have engaged in improper or unlawful activity faces appropriate disciplinary action. Each employee is responsible for ensuring that they and those they manage, conduct business professionally and comply with our firm’s policies and procedures. Employees must immediately report (to their supervisor, a compliance officer or corporate legal counsel) their knowledge any wrongdoing or improper conduct. Failure to do so may result in disciplinary action being taken against that individual. Our reporting procedures are supported by a telephone number and similar on-line reporting technology available 24- hours/day to any employee to confidentially report, or request assistance concerning possible violations of the Codes and other firm policies. This technology and reporting platform is administered by an independent, third-party. 25      Our officers and employees are encouraged to invest in shares of investment products that we and/or our affiliates advise. Subject to limitations described herein and set forth by our Codes, our officers and/or associated personnel may buy, hold, or sell the same investments for their own accounts as are held or to be held or sold for a client account and they may engage in the following: • • Recommend that clients buy or sell securities or investment products in which we or a related person have some financial interest; and/or Buy or sell securities or investment products that our firm and/or our officers and associated personnel or a related person recommends to our clients. Our Codes are designed to prevent and detect conflicts of interest in regard to the above. None of our officers and Access or Advisory persons may buy or sell any security or any option to buy or sell such security, such that they hold or acquire any direct or indirect beneficial ownership as a result of the transaction, if they know at the time of such transaction that such a security or option is being bought, sold, or considered for purchase or sale for a client account, unless one or more of the following conditions exist: • • • • They have no influence or control over the transaction from which they will acquire a beneficial interest; The transaction is non-volitional on their part or the client’s; The transaction is a purchase under an automatic dividend reinvestment plan or pursuant to the exercise of rights issues, pro-rata to them and other holders of the same class of the issuer’s securities; or They have obtained, in advance, approval from someone authorized to grant such approval when circumstances indicate no reasonable likelihood of harm to the client or violation of applicable laws and regulations. Code of Conduct The following highlights some of the provisions of the Virtus Code of Conduct: • • • • Compliance with Applicable Laws, Rules, and Regulations Insider Trading Conflicts of Interest Corporate Opportunities 26      • • • • • • • • • • • • • • • Fair Dealing Protection and Proper Use of Company Assets Confidentiality Recordkeeping Interaction with Government Officials and Lobbying Contract Review and Execution Company Disclosures and Public Communications Information Protection Policies Human Resource Policies Use of Social Media Intellectual Property Designation of Compliance Officers Seeking Guidance About Requirement of the Code Reporting Violations Waivers, Discipline and Penalties Code of Ethics Employees are categorized as either Supervised, Access or Advisory Persons under our Code of Ethics. All Supervised Persons are required to comply with the following: • • • Instruct their brokers to directly provide our Compliance Department with duplicate copies of brokerage statements and trade confirmations or the electronic equivalent. Provide Initial Holdings Reports, Quarterly Transaction Reports, and Annual Certification and Holdings Reports, which our Compliance Department reviews for trading activity. Conduct their personal transactions consistent with the Code of Ethics and in a manner that avoids any actual or potential conflict of interest. In addition to the above, those employees classified as Access Persons are further required to comply with the following: • • Pre-clear all non-exempt transactions with respect to which an employee is beneficial owner in order to prevent the employee from buying or selling at the same time as the firm. Hold all covered securities no less than 30-days. Employees classified as Advisory Persons are further prohibited from directly or 27      indirectly acquiring or disposing of a security on the date of, and within seven calendar days before and after the portfolio(s) associated with that person’s portfolio management activities. Any covered employee not in observance of the above may be subject to a variety of disciplinary actions. Other Related Policies and Procedures We have adopted the Virtus Insider Trading Policy designed to mitigate the risks of our firm and its employees misusing and misappropriating any material non-public information that they may become aware of, either on behalf of our clients or for their own benefit. Personnel are not to divulge or act upon any material, non-public information, as defined under relevant securities laws and in our Insider Trading Policy. All employees, temporary employees, consultants, independent contractors, and family members are considered “Insiders” under the policy. Employees who have access to earnings information, mergers & acquisitions information and other material non-public information are “Restricted Insiders” subject to trading window closures for Virtus securities. In addition, all Insiders are banned from short selling, derivatives trading or hedging of Virtus securities. In addition to the above, our policies set limitations on and require reporting of gifts, entertainment, business meals, sponsorships, business building and charitable donations, whether given or received. In addition to the above, our policies set limitations on and require reporting of gifts, entertainment, business meals, sponsorships, business building and charitable donations, whether given or received. The Gifts and Entertainment Policy permits Virtus investment adviser affiliates to provide approved gifts not exceeding $250 per person per year, so long as that gift does not involve VP Distributors’ mutual fund, ETF or UCITS business. The gift limit remains $100 per person per year for approved gifts that involve VP Distributors’ registered representatives. Our personnel may, under certain conditions, be granted permission to serve as directors, trustees, or officers of outside organizations. Prior to doing so, approval must be provided by Compliance. A complete copy of our Code of Conduct and/or our Code of Ethics is available by 28      sending a written request to Virtus Fixed Income Advisers, Newfleet division, LLC Attn: Chief Compliance Officer, One Financial Plaza, Hartford, CT 06103 or by emailing a request to us at: james.sena@virtus.com. Participation or Interest in Client Transactions Newfleet and VFIA’s affiliates may act as investment adviser to numerous Client accounts. Newfleet’s employees and VFIA’s affiliates may invest in securities they also recommend to Clients and may give advice and take action with respect to Client accounts they manage, or for their own accounts, that may differ from action taken by Newfleet or VFIA’s affiliates on behalf of other Client accounts. As these situations may represent a potential conflict of interest, Newfleet and VFIA’s affiliates have adopted restrictive policies and procedures wherever deemed appropriate to detect and mitigate or prevent potential conflicts of interest. Newfleet and its employees are not obligated to recommend, buy, or sell, or to refrain from recommending, buying or selling any security that Newfleet, VFIA’s affiliates or their respective Access Persons, as defined under the 1940 Act and the Advisers Act, may buy or sell for their own accounts or for the accounts of any other Client. Newfleet is not obligated to refrain from investing in securities held by Client accounts that it manages except to the extent that such investments violate the Code of Ethics adopted by Newfleet, and the Virtus Mutual Funds or any other regulatory or Client-imposed restrictions or guidelines. From time to time, Newfleet, its officers, directors and employees may have interests in securities owned by or recommended to Newfleet’s Clients. These include interests in bonds, mutual funds, and privately offered Funds, domestic or foreign, that may invest directly or indirectly in securities of issuers which Newfleet may purchase for the CLO Fund, Performa, the ETF and Virtus GF Funds. As these situations may represent a potential conflict of interest, Newfleet has adopted procedures relating to personal securities transactions and insider trading that are reasonably designed to prevent perceived or actual conflicts of interest. In addition, the existence of intercompany arrangements, business relationships and investment practices between Newfleet, its parent company and affiliates creates the potential for conflicts of interest. Newfleet has adopted restrictive policies and procedures wherever deemed appropriate to detect and mitigate or prevent potential conflicts of interest. Known conflicts and Newfleet’s handling of such conflicts are disclosed below. Newfleet portfolio management and trading personnel may at times simultaneously purchase or sell the same investments for Newfleet’s Clients, as well as for various non- 29      Newfleet Client relationships. Restrictive policies and procedures for information protection, Client account access, cross trading and trade allocations have been implemented. Information sharing restrictions and policies and procedures have been implemented to protect Client account information access. It is the policy of Newfleet to prohibit purchases and sales of assets between Newfleet managed accounts, except in accordance with the provisions of the governing instruments, and where not in violation of applicable law. To the extent that one Newfleet Client has purchased or sold a security and another Newfleet Client has conducted the opposite trade, during the normal course of business, the trade will be considered to be “in the market” if the trader has waited at least four hours to execute a trade in the opposite direction or has executed each side of the trade with a different broker. Trades executed in this manner will not be considered cross trades. The Newfleet cross-trading policy excludes treasury and agency trades because the liquidity in these markets is such that only a few minutes is needed to ensure that the trades have been exposed to the market. Due to the use of separate trading desks, it is possible that inadvertent cross-trades may occur between accounts managed by Newfleet and accounts managed by the other two divisions of VFIA, Seix and Stone Harbor. Potential cross-trades reports are reviewed on a regular basis by compliance personnel from Newfleet, Seix and Stone Harbor to identify any inadvertent cross-trades. The facts and circumstances regarding any inadvertent cross-trades are investigated by compliance and documented. In addition, Newfleet, Seix and Stone Harbor may compete for allocations of newly issued bonds and bank loans for their respective client accounts with similar investment guidelines or investment strategies. Newfleet has a policy of not purchasing or recommending the purchase of securities issued by its parent company, Virtus. This policy also applies to the voting securities of a publicly held company if a director or senior officer of Virtus or its affiliates sits on the board. Restricted security information is available on request. Mutual fund transactions with affiliated broker-dealers, if any, will be executed only pursuant to procedures adopted by the respective Board of Trustees of such mutual funds under the 1940 Act Rules 17e-1 and 10f-3. Cross transactions in mutual funds are executed only in accordance with 1940 Act Rule 17a-7 procedures adopted by each mutual fund’s respective Board of Trustees. Under certain conditions, and upon specific 30      Client requests, purchases of a mutual fund portfolio may be executed through "in-kind" securities purchases in lieu of cash purchases. Each Client request and each portfolio holding is individually evaluated to determine the feasibility and acceptability under the policies and procedures of Newfleet and the relevant mutual fund. To the best of its abilities, Newfleet reviews and monitors each individual situation to ensure that all Clients are adequately protected against conflicts of interest. With respect to voting proxies for any such companies, Newfleet follows the conflicts provisions described in its Proxy Voting Policy designed to eliminate or minimize any such conflict. Newfleet shall maintain records under the conditions described in Rule 31a-2 under the 1940 Act and Rule 204-2 of the Advisers Act that shall be available for examination by representatives of the SEC. Item 12 – Brokerage Practices Newfleet generally has the authority to make all determinations regarding securities to be purchased or sold, the amount of such securities to be purchased or sold, the use of broker-dealers and commissions paid. In placing orders, Newfleet seeks to obtain best execution taking into account factors such as the overall performance and dealer’s spread or mark-up, general execution and operational facilities of the broker or dealer, the stability of the broker or dealer, execution and settlement capabilities, time required to negotiate and execute the trade and research services. While Newfleet generally seeks the best price in placing its orders, an account may not necessarily be paying the lowest price available. Newfleet allocates transactions according to its trade allocation policy. This policy is discussed above in Item 6. Newfleet does not utilize soft dollars and does not “pay-up” for research. Except as described below, Newfleet receives, without cost and unrelated to the execution of securities transactions, a broad range of research services from broker-dealers, including information on the economy, industries, groups of securities and individual companies, statistical information, market data, accounting and legal interpretations, political developments, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and other information which may affect the economy and/or security prices. Newfleet may, however, pay for research in circumstances where 31      it is necessary to comply with non-U.S. regulations related to the execution of transactions, such as the European MIFID II regulation. Newfleet may also pay broker- dealers and their affiliates from its own capital for certain specialized data and services, such as benchmark information, that are also unrelated to the execution of securities transactions. Certain pooled funds that Newfleet manages have entered into selling agreements with broker-dealers. To the extent that a broker-dealer places shares for any pooled fund that Newfleet manages, Newfleet could realize a benefit (i.e. additional fee revenue) if the broker-dealer activity causes the fund’s assets under management to increase. In selecting or recommending broker-dealers, Newfleet does not consider whether Newfleet, an affiliate or any fund managed by Newfleet receives client referrals from such broker-dealer. Furthermore, Newfleet does not select or recommend broker- dealers based upon financial, personal, blood and/or affinity relationships shared between the personnel of such broker-dealers and Newfleet. Certain Newfleet clients may be broker-dealers through which Newfleet may also execute transactions. Newfleet may be viewed as having an incentive to select these broker-dealers to execute client transactions. However, Newfleet has developed procedures that are intended to ensure that Newfleet is complying with its obligation to seek best execution. For example, on a periodic basis, Newfleet will monitor and evaluate the performance and execution capabilities of the broker-dealers through which Newfleet executes trades. Newfleet may accept directed brokerage arrangements, subject to several conditions, including, but not limited to, an understanding that Newfleet retains its obligation to seek best execution and that the client requesting such an arrangement provides Newfleet with targets for multiple broker-dealers. Newfleet generally executes foreign exchange transactions through broker–dealers it selects in its discretion. Newfleet will use a client’s custodian to execute foreign exchange transactions when mandated to by the client, due to local market restrictions or in situations when Newfleet believes the custodian offers best execution. For example, certain clients require all foreign currency transactions to be effected through the client’s designated custodian. A client may also select a custodian who does not permit third party execution in a particular local market. To the extent permitted by applicable law, Newfleet’s compliance policies and 32      procedures, and a client’s investment management agreement and investment guidelines, Newfleet may exercise its discretion to execute “cross trades” between different clients subject to client consent and applicable policies and procedures. Cross trades may benefit clients on both sides of the trade by eliminating the need to pay a spread, mark-up, or commission to a counterparty. However, cross trades also present a potential conflict of interest because Newfleet represents the interests of both the selling account and the buying account in the same transaction. As a result, clients for whom Newfleet executes cross trades bear the risk that one counterparty to the cross trade may be treated more favorably than the other party, particularly in cases where one party pays Newfleet higher management fees. Additionally, there is a risk that the price of a security bought or sold through a cross trade may not be as favorable as it might have been had the trade been executed in the open market. Newfleet has adopted various procedures to seek to address potential conflicts of interest and risks involving cross trades. First, Newfleet always seeks to ensure that internal cross trades are fair and in the best interests of all participating accounts, and that only eligible clients participate. Second, Newfleet receives no additional fee, and seeks best execution for each participating client. Newfleet may also execute cross trades on behalf of clients subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Such transactions will be structured in accordance with the applicable requirements of ERISA. As noted in Item 6 above, Newfleet does periodically aggregate client trades. Clients participating in aggregated orders will generally receive the same average price. In certain instances, Newfleet may need to execute multiple trades in the same fixed- income security through different broker-dealers because a particular broker-dealer may not be able or willing to trade in the quantity or price that Newfleet seeks. In such cases, the aggregation of such orders is not practically possible as most trade orders for fixed-income securities are executed or filled when they are placed and as a result each fixed- income trade order placed with a different broker-dealer is considered a separate order and different accounts will not participate in an average price. 33      Trade Error Policy Newfleet will reimburse Clients for any direct loss resulting from the correction of a guideline breach or trade error where such is the result of an action taken by Newfleet. The account will keep any gains associated with corrective action. Generally, there is no netting of multiple transactions – i.e., gains on some trades cannot be netted with losses in order to reimburse a Client for a loss. Exceptions consist of instances such as wash sale programs, Wrap Programs, and the like. The gain or loss will be determined based on net proceeds paid vs. net proceeds received. It is not Newfleet’s policy to reimburse Clients for passive breaches of investment guidelines, which are those that occur, not because of actions taken or not taken by Newfleet, but rather due to changes to the issuer of a security, such as delisting from an exchange or a downgrade by a rating agency, or those due to changes in market conditions, where values of securities held by a Client increase or decrease. Item 13 – Review of Accounts A record-keeping account is established and maintained in Newfleet’s order management system and the appropriate portfolio accounting system. Newfleet’s portfolio management team regularly reviews client transactions and client accounts to assess consistency with the relevant investment strategy and applicable account restrictions. While the underlying securities including derivative positions within the accounts are continually monitored, there are various reconciliations performed by Operations and Fund Administration that occur daily, monthly and/or quarterly depending on the type of account. Accounts are reviewed in the context of each client's stated investment objectives and guidelines. More frequent reviews may be triggered by material changes in variables such as the client's individual circumstances, or the market, political or economic environment. A Senior Portfolio Manager, with extensive experience, is assigned to each account and is responsible for monitoring and maintaining compliance with client-specific guidelines. Portfolio Managers also perform more frequent informal reviews for accounts on an ongoing basis that include market conditions, portfolio holdings and transactions, cash flows and account performance. Written account and performance reviews are offered to most clients on a quarterly basis. More- frequent reports may be provided upon request. 34      Item 14 – Client Referrals and Other Compensation Newfleet generally does not receive an economic benefit from anyone other than its clients for providing investment advice to its clients. However, as discussed in Item 10, Newfleet and its personnel may provide services to Newfleet’s affiliates, and Newfleet may receive services from its affiliates. Such services may include investment advice for which the providing entity may be compensated directly or indirectly by the receiving entity. As discussed in Item 10, above, Newfleet has third-party promoter arrangements with VP Distributors, LLC (“VPD”), Virtus International Management, LLP (“Virtus International”), and Virtus Global Partners PTE. LTD (“Virtus Singapore”), each of which is an affiliate of Newfleet, whereby Newfleet compensates those entities for referrals in certain circumstances. The compensation paid by Newfleet to VPD, Virtus International and Virtus Singapore for these referral arrangements generally is structured as being all or a portion of any variable compensation paid by the affiliate to its employee(s) relating to assets under management by Newfleet that were referred by such employee(s), and in some cases the compensation also includes a percentage of the affiliate’s costs with respect to employment of the individual(s). With respect to Newfleet’s investment management of certain Irish-domiciled UCITS funds, Newfleet or any of its affiliates providing investment management to such UCITS funds, at its discretion and only where permitted by applicable law, can rebate, or cause to rebate, part or all of the investment management fees charged to any UCITS fund shareholder or use part of such investment management fees to remunerate certain financial intermediaries of such UCITS funds for services provided to UCITS fund shareholders. Additionally, Newfleet or any of its affiliates may enter into arrangements with, and/or make payments from their own assets to, certain intermediaries to enable access to Virtus Funds on platforms made available by such intermediaries or to assist such intermediaries to upgrade existing technology systems or implement new technology systems or programs in order to improve the methods through which the intermediary provides services to Newfleet and its affiliates and/or their clients. Such arrangements or payments may establish contractual obligations on the part of such intermediary to provide Newfleet’s or an affiliate’s fund clients with certain exclusive or preferred access to the use of the subject technology or programs or preferable placement on platforms operated by such intermediary. The services, arrangements and payments described in this paragraph present conflicts of interest because they provide incentives for intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers to recommend, or otherwise make available, Newfleet’s or its affiliates’ strategies or Virtus Funds to their clients in order to receive or continue to benefit from 35      these arrangements from Newfleet or its affiliates. The provision of these services, arrangements and payments described above by Newfleet or its affiliates is only to the extent permitted by applicable law and guidance and is not dependent on the amount of Virtus Funds or strategies sold or recommended by such intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers. Item 15 – Custody VFIA does not have physical custody of either Client funds or securities. Clients receive account statements directly from their broker-dealers or custodians. Clients should carefully review the account statements from their broker-dealers or custodians. Clients should compare the account reports they receive from their adviser with the account statements from their broker-dealers or custodians. Though VFIA does not provide custodial services to Clients, under the SEC’s Custody Rule, VFIA is deemed to have custody in some situations due to the fact that VFIA can in those situations inform the custodian to remit investment advisory fees directly to VFIA. VFIA, through each of its divisions, serves in the capacity of general partner or manager to one or more private funds that are not registered under the Investment Company Act (the “private fund”). The private fund(s) has retained an unaffiliated custodian to be responsible for the custody and safekeeping of the private fund assets. Although VFIA will not have physical custody of such private fund’s assets, the Advisers Act defines custody broadly, and VFIA believes that, like any other private fund manager, VFIA is deemed to have custody of the private fund’s assets by reason of serving in the capacity of general partner or manager. In accordance with applicable custody requirements under the Advisers Act, an accountant registered with and subject to inspection by the Public Company Accounting Oversight Board (“PCAOB”) will conduct an annual audit of the private fund and investors in the private fund will receive audited financial statements annually. Item 16 – Investment Discretion Newfleet generally manages accounts on a discretionary basis where Newfleet has full authority in determining which securities are purchased or sold. Newfleet exercises its investment discretion consistent with its investment policies, as well as with any investment guidelines or restrictions adopted by a client and accepted by Newfleet. 36      Generally, investment agreements between Newfleet and its clients are established at the time the account is opened, detail investment objectives and guidelines, and grant full discretionary authority over securities purchases and sales, subject to those investment objectives and guidelines. Newfleet may select brokers or dealers that provide research or other transaction- related services and may cause a client to pay such broker-dealer commissions for effecting transaction in excess of commissions other broker-dealers may have charged. Newfleet will consider the full range and quality of a broker’s or dealer’s services, including, among other things, the value of research provided, execution capability, commission rate, financial responsibility, market making capabilities, efficiency, confidentiality, responsiveness, and other factors it deems appropriate. The Board of Directors, Managers or Trustees of each registered investment company sub- advised by Newfleet, establishes guidelines regarding investment strategy, and restrictions. Such guidelines can be found in each fund’s prospectus. Newfleet complies with these guidelines in its exercise of investment discretion on behalf of each fund. Class Action Lawsuits Newfleet is not responsible for exercising client’s rights to participate in the proceeds of class action lawsuits affecting securities they own or have owned. Newfleet will generally not notify clients regarding class action lawsuits and will not transmit proof of claim forms to clients except upon client request. Item 17 – Voting Client Securities Newfleet will accept proxy voting responsibility at the request of a Client. Once Newfleet accepts proxy voting responsibility, generally a Client will be allowed to request to vote its proxies on a particular solicitation and Newfleet will (if operationally possible) attempt to comply with the request. Where Newfleet is responsible to vote proxies for a Client, VFIA has a Proxy Committee (“Proxy Committee”) and is responsible for establishing policies and procedures designed to enable Newfleet to ethically and effectively discharge its fiduciary obligation to vote all applicable proxies on behalf of all discretionary Client accounts and funds. Annually (or more often as needed), the Proxy Committee will review, reaffirm and/or amend guidelines, strategies and proxy policies for all domestic and international Client accounts, Funds and product lines. 37      Newfleet’s policy is to vote all shares per the VFIA Proxy Policy unless the Client chooses a custom policy. In the case that a ballot item is not covered under the policy or is coded as case-by-case in VFIA’s policy, a research analyst or portfolio manager will review the available information and along with his/her knowledge of the company, will make a vote recommendation to the Proxy Committee. The Proxy Committee members consider the information and recommendation and vote on that ballot item. As reflected in the VFIA Proxy Policy, the Proxy Committee will affirmatively vote proxies for proposals that it interprets are deemed to be in the best economic interest of its Clients as shareholders and beneficiaries to those actions. Due to its diversified Client base, numerous product lines and affiliations, the Proxy Committee may determine a potential conflict exists in connection with a proxy vote based on the SEC guidelines. In such instances, the Proxy Committee will review the potential conflict to determine if it is material. Examples of material conflicts of interest which may arise could include those where the shares to be voted involve: 1. An issuer having substantial and numerous banking, investment, or other financial relationships with Newfleet, Seix, or Stone Harbor; and 2. A senior officer of Newfleet, Seix, or Stone Harbor serving on the board of a publicly held company. Although VFIA utilizes a pre-determined proxy voting policy, occasions may arise in which a conflict of interest could be deemed to be material. In this case, the Proxy Committee will determine the most fair and reasonable procedure to be followed in order to properly address all conflict concerns. The Proxy Committee may retain an independent fiduciary to vote the securities. Although VFIA does its best to alleviate or diffuse known conflicts, there is no guarantee that all situations have been or will be mitigated through Proxy Policy incorporation. VFIA utilizes the services of Institutional Shareholder Services, as its agent to provide certain administrative, clerical functional recordkeeping and support services related to VFIA’s proxy voting processes/procedures, which include, but are not limited to: 1. The collection and coordination of proxy material from each custodian for each Newfleet Client’s account(s); 38      2. The facilitation of the mechanical act of proxy voting, reconciliation, and disclosure for each Newfleet Client’s accounts(s), in accordance with VFIA’s Proxy Policies and the Proxy Committee’s direction; and 3. Required recordkeeping and voting record retention of all Newfleet proxy voting on behalf of Newfleet Clients. A complete copy of VFIA’s current Proxy Voting Policies & Procedures is available by sending a written request to Newfleet Asset Management, Attn: Compliance Department, One Financial Plaza, 20th Floor Hartford, CT 06103. Email requests may be sent to: James.Sena@virtus.com Item 18 – Financial Information VFIA has no financial commitment or condition that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding. 39     

Stone Harbor Investment Partners is a division of Virtus Fixed Income Advisers, LLC, an SEC registered investment adviser. Principle Office: 31 West 52nd Street, 17th floor New York, NY 10019 212-548-1200 www.shipemd.com March 26, 2025 This Brochure provides information about the qualifications and business practices of Stone Harbor Investment Partners (“Stone Harbor”), a division of Virtus Fixed Income Advisers, LLC (“VFIA”), an SEC registered investment adviser. Registration as an investment adviser does not imply any level of skill or training. If you have any questions about the contents of this Brochure, please contact us at 212-548-1200. The information in this Brochure has not been approved or verified by the United States Securities and Exchange Commission (“SEC”) or by any state securities authority. Registration of an investment adviser does not imply a certain level of skill or training. The oral and written communications of an adviser provide you with information about which you determine to hire or retain an adviser. Additional information about Stone Harbor and VFIA is also available on the SEC’s website at www.adviserinfo.sec.gov.  Item 2 – Material Changes The SEC adopted “Amendments to Form ADV” in July 2010. This Brochure, dated March 26, 2025, was prepared according to the SEC’s requirements and rules. This Item is used to provide a summary of new or updated material information since the last update of the Stone Harbor Investment Partners Brochure on March 27, 2024. Effective January 2024, the Emerging Markets Debt team of Newfleet Asset Management, also a division of VFIA, joined Stone Harbor. All emerging market debt portfolio assets, strategy and resources previously managed at Newfleet have been fully integrated into Stone Harbor. Effective October 2024 Jeffrey Scott departed the firm and Chief Compliance Officer (“CCO”) responsibilities for Stone Harbor were transitioned to Deirdre Dillon. Ms. Dillon has served as CCO for VFIA since 2022. In December 2024 Peter Wilby, a co-founder of Stone Harbor, retired from the firm and the industry. Other employee changes for 2024 include the departure of the following portfolio managers: David Griffiths (passed away), David Oliver (retired), Kumaran Damodaran (pursuing other opportunities), and Daniel Senecal (rejoined Newfleet Asset Management, another division of VFIA). During 2024 Stone Harbor launched the Emerging Markets Climate Impact Debt strategy. The strategy is available as a separately managed account or via a UCITS fund (the Stone Harbor Emerging Markets Climate Impact Debt Fund) an Article 9 financial product pursuant to SFDR. The Stone Harbor Emerging Markets Corporate Debt Fund, another UCITS fund, was uplifted from an Article 6 to an Article 8 financial product pursuant to the SFDR. Additional changes include: Item 4: Stone Harbor now offers no fee completion funds to certain wrap and separately managed accounts. Item 7: Privacy Policy is now at the VFIA level. Item 10: Certain Virtus affiliates were restructured and renamed. Item 11: Virtus Insider Trading Policy was updated. The scope of people considered “insiders” was broadened and the trading capability of both “insiders” and “Restricted Insiders” were defined. Page 2 of 42 | Part 2A of Form ADV, the Brochure  Item 17: Proxy Voting Policy is now at the VFIA level. Stone Harbor now uses a third- party service provider Institutional Shareholder Services, for proxy voting services. Page 3 of 42 | Part 2A of Form ADV, the Brochure  Item 3 – Table of Contents Item 2 – Material Changes ....................................................................................................... 2 Item 3 – Table of Contents ...................................................................................................... 3 Item 4 – Advisory Business ..................................................................................................... 4 Item 5 – Fees and Compensation ........................................................................................... 6 Item 6 – Performance-Based Fees and Side-By-Side Management ................................... 7 Item 7 – Types of Clients ......................................................................................................... 9 Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss .............................. 10 Item 9 – Disciplinary Information ........................................................................................... 26 Item 10 – Other Financial Industry Activities and Affiliations .............................................. 26 Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading .......................................................................................................................................... 30 Item 12 – Brokerage Practices .............................................................................................. 35 Item 13 – Review of Accounts ............................................................................................... 37 Item 14 – Client Referrals and Other Compensation ........................................................... 38 Item 15 – Custody .................................................................................................................. 39 Item 16 – Investment Discretion ............................................................................................ 39 Item 17 – Voting Client Securities ......................................................................................... 40 Item 18 – Financial Information ............................................................................................. 41 Page 4 of 42 | Part 2A of Form ADV, the Brochure  Item 4 – Advisory Business Stone Harbor is a boutique fixed income manager, specializing in emerging markets debt strategies. Stone Harbor’s investment teams and strategies were originally formed in the 1990s at Stone Harbor’s predecessor firm(s) – Salomon Brothers/Citigroup Asset Management. In 2006, founding members of the Stone Harbor investment team spun out of Citigroup and founded Stone Harbor as an independent fixed income investment manager focused on global credit and emerging markets debt strategies for institutional investors. Stone Harbor became a wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”) as of January 1, 2022. Virtus, a publicly traded firm (NYSE: VRTS), is a partnership of boutique investment managers committed to the long-term success of individual and institutional investors. Virtus provides investment management products and services through its affiliated managers and select sub-advisers, each with a distinct investment style, autonomous investment process, and individual brand. On July 1, 2022, Virtus reorganized its three fixed income subsidiaries to operate as separate divisions under a single legal entity named Virtus Fixed Income Advisers, LLC. VFIA is an indirect wholly owned subsidiary of Virtus and is an SEC registered investment adviser. The three divisions of VFIA, including Stone Harbor, maintain their distinct investment process and philosophy, portfolio management teams, investment culture and brand. They operate under the d/b/a names of: Stone Harbor Investment Partners (“Stone Harbor”) Newfleet Asset Management (“Newfleet”) Seix Investment Advisors (“Seix”) This Brochure provides information about Stone Harbor. Two other brochures are available upon request which provide information about Newfleet and Seix. Stone Harbor primarily provides investment management advice with respect to emerging markets debt securities, including but not limited to debt securities issued by the US or foreign governments (in external (typically USD/EUR/JPY) or local currency), foreign governmental agencies or supranational organizations, corporate debt securities, Brady bonds, Euro bonds, repurchase agreements and reverse repurchase agreements, forward contracts, currency transactions, Rule 144A securities, senior and subordinated loans and loan participations and, fixed and floating rate securities, fixed and floating rate commercial loans, distressed debt, payment in-kind securities (PIKS), zero-coupon bonds, inflation protected securities, step-up securities and derivative instruments (such as options, swaps, credit default swaps, interest rate swaps, credit linked notes, interest only (IOs) and principal only (POs) investments, structured instruments and derivatives Page 5 of 42 | Part 2A of Form ADV, the Brochure  thereof). Stone Harbor also provides advice in connection with common stocks, preferred stock, debentures, notes, commercial paper, certificates representing securities (such as American Depository Receipts, Global Depository Receipts, and European Depository Receipts), closed-end funds, exchange traded funds, private issues, equipment trust certificates, municipal securities, and real estate investment trusts. Stone Harbor may purchase securities on a when-issued, delayed delivery or forward basis. Stone Harbor may make use of derivative securities (including options on securities, securities indices or currencies, forward currency contracts, and interest rate, currency, or credit default swaps) for the purposes of reducing risk and/or obtaining efficient investment exposure. In general, Stone Harbor enters into derivatives transactions on an incidental basis to the fixed income strategy which it is implementing; however, Stone Harbor may seek active exposure through derivatives from time to time in its implementation of certain strategies. Stone Harbor focuses on building long-term value for its clients through its emerging markets debt strategies. Stone Harbor seeks to tailor the investment guidelines and restrictions of separately managed accounts in order to satisfy each client’s credit strategy requirements. Clients may impose restrictions or limitations on securities, including, but not limited to, limitations by asset class, benchmark, credit rating, or country weighting. Stone Harbor also serves as an adviser and sub-adviser to US and non-US pooled investment vehicles that have investment guidelines that are not subject to specific requirements of underlying fund investors. Stone Harbor acts as manager for Wrap Programs. Wrap accounts are managed in a similar fashion as separately managed Client accounts with certain differences. Due to the smaller size of Wrap accounts and regulatory restrictions, they are not eligible to participate in privately offered securities (Rule 144A bonds) while most of the separately managed accounts are eligible. Further, Wrap accounts cannot participate in the vast majority of newly issued bond offerings due to the underlying wrap sponsor being in the underwriting syndicate for the newly issued bonds. Stone Habor receives a portion of the Wrap fee for its services. Stone Harbor may not be provided with sufficient information by the underlying wrap sponsor to perform an assessment as to the suitability of Stone Harbor’s services for the client. Stone Harbor will rely on the wrap sponsor who, within its fiduciary duty, must determine not only the suitability of Stone Harbor’s services for the client, but also the suitability of the wrap program for the client. Stone Harbor operates as a sub-adviser to no fee completion funds available to Separately Managed Accounts and Wrap accounts. As of December 31, 2024, Stone Harbor managed approximately $6,880,199,171 in total gross assets (total managed assets). Of this figure, approximately $166,272,915 constituted assets managed for non-discretionary client accounts. The total assets under management of VFIA inclusive of all divisions (Stone Harbor, Newfleet and Seix) was $32,840,598,185 (discretionary) and $166,272,915 (non-discretionary), as of December 31, 2024. Stone Harbor’s assets under management includes the emerging markets debt allocations of strategies which are managed another division of VFIA. Stone Page 6 of 42 | Part 2A of Form ADV, the Brochure  Harbor is responsible for the management of the emerging markets debt allocations. All descriptions in this brochure of Stone Harbor’s practices are qualified in their entirety with respect to each separately managed account or pooled investment vehicle by the applicable investment advisory agreement or offering and organizational documents, respectively, governing such account or vehicle. Item 5 – Fees and Compensation In general, all fees are subject to negotiation based on the circumstances of the client and other factors, including but not limited to the type and size of the account and the type of advisory and client-related services to be provided to the account. Stone Harbor’s portfolio management fees generally range from 0.15% to 1.50% per annum of assets under management. In addition, from time to time, consistent with applicable laws and regulations including Rule 205-3 promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), Stone Harbor may negotiate incentive (performance-based) fee arrangements in addition to (or in lieu of) asset-based management fees. Stone Harbor’s fees typically are based on the value and performance of the assets held in the client account. Stone Harbor generally does not price securities or other assets for purposes of determining fees. However, to the extent permitted by applicable laws, Stone Harbor may be charged with the responsibility to, or have a role in, determining asset values with respect to accounts from time to time. For example, Stone Harbor may be required to price a portfolio holding, in accordance with applicable valuation procedures, when a market price is not readily available or when Stone Harbor has reason to believe that the market price is unreliable. To the extent Stone Harbor’s fees are based on the value or performance of client accounts, Stone Harbor would benefit by receiving a fee based on the impact, if any, of an increased value of assets in an account. When pricing a security, Stone Harbor attempts, in good faith and in accordance with applicable laws, to determine the fair value of the security or other assets in question. Stone Harbor generally relies on prices provided by a third-party pricing source or a broker-dealer for valuation purposes. Fees are generally payable either monthly or quarterly in arrears. The specific manner in which fees are charged by Stone Harbor is established in a client’s written agreement with Stone Harbor. Stone Harbor does not deduct fees from client accounts. Stone Harbor generally sends an invoice on a monthly or quarterly basis to clients or their custodians. In certain cases, a client will send payment directly to Stone Harbor based upon its or its custodian’s calculation of the fee amount due. Stone Harbor’s fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which shall be incurred by the client. Please see Item 12 for further discussion of Stone Harbor’s brokerage practices. Clients may incur certain charges imposed by custodians, brokers, and other third parties such as fees charged by managers, custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire Page 7 of 42 | Part 2A of Form ADV, the Brochure  transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds and other commingled funds also charge internal management and other fees, which are disclosed in a fund’s prospectus. The charges, commissions, fees, and expenses described in the preceding paragraph are exclusive of and in addition to Stone Harbor’s fees, and Stone Harbor will not receive any portion of these charges, commissions, fees, and expenses. In certain instances, Stone Harbor may allocate all or a portion of a client’s account to a commingled fund for which Stone Harbor or an affiliate of Stone Harbor serves as the investment manager or sub-adviser and receives a management fee. Stone Harbor may receive a higher management fee for investment management services that it provides to Virtus Stone Harbor funds than it receives for separately managed accounts implementing a similar strategy, which poses a conflict of interest to Stone Harbor when making such allocation decisions. However, should any assets of a client’s separately managed account be invested by Stone Harbor in a Virtus Stone Harbor fund at any time, the fee paid by the client’s separately managed account shall be reduced to reflect that client account’s pro rata share of the investment management fee paid by such fund to Stone Harbor. Stone Harbor also faces a conflict of interest from investing its separately managed account client assets in Virtus Stone Harbor funds to the extent that Stone Harbor receives any other benefit from such allocations. Potential benefits include improved marketability of the vehicles that Stone Harbor manages as a result of having greater assets under management, and improved name or brand recognition. Moreover, as further described below in Item 7, Stone Harbor faces a conflict of interest to the extent that certain portfolio managers or related persons hold shares in such Virtus Stone Harbor funds, as increasing the assets managed by a fund could contribute to greater economies of scale and could enable the fund to meet minimum purchase or sale amounts for certain investment opportunities more easily. Stone Harbor does not generally permit or require clients to pay fees in advance. However, if a client and Stone Harbor agree to a fee arrangement that entitles Stone Harbor to receive fees in advance, then upon termination of the applicable investment advisory contract (or partial redemption of an investment), fees will be rebated to the client (or underlying fund investor if applicable) on a pro-rated basis so that the client only pays fees for the period during which Stone Harbor actually provided advisory services. Neither Stone Harbor nor any of its supervised persons accepts compensation for the sale of securities or other investment products, such as asset-based sales charges or service fees from the sale of mutual funds. Item 6 – Performance-Based Fees and Side-By-Side Management As discussed in Item 5 above, Stone Harbor may negotiate incentive (performance- based) fee arrangements or may charge a combination of performance-based and asset- based fees. Performance-based fee arrangements may be viewed as creating an incentive for Stone Harbor to recommend investments which may be riskier or more speculative than those Page 8 of 42 | Part 2A of Form ADV, the Brochure  which would be recommended under a different fee arrangement. Performance fee arrangements also create an incentive for an investment manager to favor performance fee accounts over other accounts in the allocation of investment opportunities because strong investment returns increase the performance-based fee paid to the investment manager, whereas the investment manager would receive an asset-based fee regardless of the performance of the account, although performance may affect the level of assets and, consequently, the asset-based fee. Notwithstanding the type of fee, fee arrangements generally create an incentive to favor higher fee paying accounts over other accounts in the allocation of investment opportunities. However, Stone Harbor has adopted and implemented procedures designed to ensure that all clients are treated fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Stone Harbor’s allocation decisions may vary from transaction to transaction and will depend upon factors including, but not limited to, investment guidelines and restrictions, the type of investment, the amount of securities purchased or sold, minimum order size, the size of the account, and the size of an existing position in a client account, and considerations related to any applicable dual-hatting arrangements. Investment team members of at least one VFIA division serve as portfolio managers and traders of at least one registered investment company advised by another registered Virtus investor adviser. Such personnel will use a rotation method of allocating trades for accounts / funds of these advisers. Stone Harbor may base its allocations on factors including but not limited to achieving certain positions by percentage, cash position, country weightings, relative value and position maintenance. Such decisions are not based upon fee structure. In addition, the VFIA compliance team regularly monitors all portfolios for compliance with the firm’s trade allocation policy. Even though Stone Harbor’s trade allocation policy is to treat all clients fairly and equitably over time, there is no guarantee this will occur because market events may intervene. In addition, Stone Harbor makes investment decisions for each account independently from those of other accounts managed by Stone Harbor and may give competing or conflicting advice to different clients. Moreover, because of different investment objectives or legal and regulatory requirements in a client’s jurisdiction, a particular security may be purchased for one or more accounts when one or more other accounts are selling the same security. Thus, at any particular time, two or more accounts may seek to purchase or sell the same securities. If such securities are not available in sufficient quantities, or if Stone Harbor is otherwise unable to purchase or sell all of such securities, then Stone Harbor will allocate transactions in such securities among applicable accounts in a manner that Stone Harbor deems fair and equitable to all. In addition, Stone Harbor may aggregate client trades in these circumstances. More information about the trade allocation and trade aggregation policies of Stone Harbor and VFIA can be found in Item 12. Item 7 – Types of Clients Page 9 of 42 | Part 2A of Form ADV, the Brochure  Stone Harbor primarily provides portfolio management services to a wide variety of U.S. and non-U.S. institutional accounts, including, but not limited to, retirement plans including pension and profit sharing plans, state and municipal government entities, supranational organizations, charitable organizations, multi-employer unions, corporations and other business entities. In addition, Stone Harbor is the investment adviser or sub-adviser to various pooled investment vehicles including U.S. registered investment companies (open- end, closed-end funds and ETFs), collective investment trusts, private funds, and registered offshore funds such as Irish UCITS and Irish qualifying investor alternative investment funds. Stone Harbor also acts as investment manager for Clients in wrap-fee programs. In particular, Stone Harbor serves as investment adviser or sub-adviser to one or more investment companies (or certain series of mutual funds therein) or other pooled investment vehicles within the following fund complexes (as of the date of this document; not intended to be a complete list): • Virtus Opportunities Trust • Virtus Stone Harbor Emerging Markets Income Fund • Virtus Stone Harbor Emerging Markets High Yield Bond ETF • Stone Harbor Investment Funds plc • Stone Harbor Global Funds plc • Stone Harbor Collective Investment Trust • Dunham International Opportunity Bond Fund Stone Harbor’s clients may use the services of investment consultants who have introduced those clients and other clients to Stone Harbor. Stone Harbor may purchase products or services, such as portfolio analytics or access to databases from such investment consultants or may pay to attend conferences hosted by such investment consultants. In these circumstances, a consultant may have a conflict of interest in recommending the investment advisory services of Stone Harbor to clients because the consultant has received revenue from Stone Harbor in connection with other aspects of the consultant business. Stone Harbor generally requires that a client invest at least $25 million to open and maintain a separately managed account. Stone Harbor may, in its full discretion, waive an account minimum or increase an account minimum to open and maintain a separately managed account. Each pooled investment vehicle for which Stone Harbor serves as an adviser or sub-adviser maintains separate account opening and maintenance requirements, such as minimum investment amounts and one or more investor sophistication requirements. These requirements are generally set forth in each such pooled investment vehicle’s offering documents. Stone Harbor’s portfolio managers and other personnel and affiliates may invest in the pooled investment vehicles that Stone Harbor manages. In certain cases, portfolio managers or related persons may hold shares of and/or may have provided seed capital for pooled investment vehicles that Stone Harbor has established, and which are offered to external investors. Such arrangements may be viewed as creating an incentive for portfolio managers to favor the pooled investment vehicles in which their own or other Page 10 of 42 | Part 2A of Form ADV, the Brochure  employee or related person assets are invested over other accounts in the allocation of investment opportunities. However, Stone Harbor has adopted and implemented procedures designed to ensure that all clients are treated fairly and equally, and to prevent this conflict from influencing the allocation of investment opportunities among clients. Please refer to Item 6 above for additional information about Stone Harbor’s allocation decisions. Privacy Policy Stone Harbor’s goal is to protect non-public personal client information. Stone Harbor does not disclose or share any non-public personal client information with anyone (including affiliates), except as permitted by or disclosed to the client, required by law or otherwise provided in VFIA’s Privacy Policies and Procedures. As a division of a registered investment adviser, Stone Harbor is subject to the requirements of Regulation S-P, which seeks to prevent the disclosure of certain non-public client information to third parties, and requires that Stone Harbor establish administrative, technical and physical safeguards that are reasonably designed to: (1) ensure the security and confidentiality of client records and information; (2) protect against any anticipated threats or hazards to the security or integrity of client records and information; and (3) protect against unauthorized access to or use of client records or information that could result in substantial harm or inconvenience to any client. Regulation S-P applies to non-public personal information about natural persons who obtain financial products or services primarily for personal, family or household purposes from certain types of institutions, including investment advisers. Regulation S-P does not apply to information about companies or institutions or about natural persons who obtain financial products or services primarily for business, commercial or agricultural purposes. In addition, Stone Harbor complies with the requirements of the European Union General Data Protection Regulation (“GDPR”), and therefore processes “personal data” (as defined by GDPR) in a manner that ensures the security, confidentiality, and integrity of the personal data by implementing appropriate technical and organizational measures. Item 8 – Methods of Analysis, Investment Strategies and Risk of Loss Stone Harbor offers several principal investment strategies as described below. Any particular client account may utilize one or more of these investment strategies. Stone Harbor may, pursuant to client instruction, manage variations of these principal investment strategies, such as a “concentrated”, “opportunistic” / “focused” or “restricted” version of a particular strategy, or variations which apply ratings restrictions. Stone Harbor may also implement versions of these strategies which exclude or overweight certain industries due to client directions related to sustainability and responsible investment. In addition to managing portfolios according to client directed criteria related to sustainability, Stone Harbor offers ESG enhanced strategies as noted below. Investing in securities and other financial instruments involves the risk of loss, including principal, which clients should be prepared to bear. While Stone Harbor seeks to achieve each client’s stated investment objective, there is no guarantee that it will succeed. This section provides more information about the material risks that may apply to a client account depending on its investment strategy. The results of Stone Harbor’s investment activity may differ significantly between clients. Stone Harbor may give Page 11 of 42 | Part 2A of Form ADV, the Brochure  competing or conflicting advice to different clients. ESG Policy Stone Harbor engages in fundamental analysis that integrates a review of ESG factors to evaluate the creditworthiness of issuers in which it may invest on behalf of its clients. As set forth in their respective investment policies and investment guidelines, certain managed accounts and pooled funds may apply additional investment criteria to meet certain regulatory requirements, filings and disclosures to further ensure that these portfolios promote specific sustainability characteristics and practices. Stone Harbor believes that sustainability factors are critical elements of thorough fundamental credit analysis. Stone Harbor considers engagement with issuers and policymakers to be an important component of such analysis, and an important aspect of its fiduciary responsibility to clients. Through its investment decision making and active engagement as a market participant, Stone Harbor aims to create incentives for corporate and sovereign issuers to improve their ESG performance and thereby ultimately support their economic development and financial results. Although ESG factors cover a broad range of topics, Stone Harbor has identified certain key sustainability risks that it believes are important to consider when conducting credit analysis. In our assessment of the sustainability risk of a particular sovereign credit, our ESG research draws on a variety of inputs, both quantitative and qualitative. Stone Harbor has developed a proprietary ESG scoring methodology that utilizes data, from multiple external sources for specific factors that impact sovereign issuers (e.g. greenhouse gas emissions, corruption, civil rights, etc.), and complements our traditional credit analysis. For managed accounts and pooled funds that require sustainable investments consistent with the definition outlined in SFDR Article 2 [17], Stone Harbor has developed a proprietary sustainable methodology for identifying corporate debt securities that are required to pass four independent tests: (1) Investment contributes to an Environmental and/or Social Objective, (2) Investment does no significant harm to any of those objectives, (3) Issuer follows good governance practices, (4) Additional safeguards. The process followed to make this assessment is subject to robust oversight to ensure that regulatory standards are met. It also includes steps to ensure ongoing compliance with the requirements. Further information on the ESG factors considered by Stone Harbor in respect of the portfolios it manages can be found in its ESG Policy Statement available on this website and in the relevant prospectus. Emerging Markets Debt Strategies Emerging markets debt strategies are offered in dedicated and blended separately managed accounts and commingled funds managed by Stone Harbor, as well as within strategies managed by Newfleet Asset Management, another division of VFIA. Emerging Markets Debt (Hard Currency Sovereign) The Emerging Markets Debt strategy seeks to achieve attractive risk-adjusted returns by investing in a diversified portfolio of emerging markets hard currency sovereign and quasi- Page 12 of 42 | Part 2A of Form ADV, the Brochure  sovereign credits with tactical allocations to emerging markets local currency and corporate hard currency debt. Stone Harbor believes the emerging debt markets offer attractive long-term return opportunities due to the secular trend of improving credit quality in many emerging markets countries, coupled with significant inefficiencies in these markets. In addition, emerging markets debt has a relatively low historical correlation with other major asset classes, suggesting that significant benefits may be derived from a diversified portfolio. Stone Harbor regularly monitors the entire emerging markets debt universe for opportunities to capitalize on market inefficiencies, seeking to enhance our portfolios’ long-term performance. Stone Harbor believes attractive risk-adjusted returns can be achieved in the emerging debt markets through superior country selection based on fundamental analysis, quantitative fixed income analysis focusing on market inefficiencies among sectors and securities in each country and a focus on reducing risk through active management. In addition, Stone Harbor believes that attractive risk- adjusted returns can be achieved through its disciplined investment process. This strategy may be implemented either as a broad portfolio that invests in both investment grade and non-investment grade debt instruments of emerging markets issuers, or as a dedicated portfolio of investment grade instruments or a portfolio of non-investment grade debt instruments, based on client guidelines. Emerging Markets Local Currency Debt The Emerging Markets Debt Local Currency strategy seeks to achieve attractive risk- adjusted returns by investing in a diversified portfolio of emerging market credits in various local currency denominations. Stone Harbor believes the local currency emerging debt markets, primarily sovereign-debt, offer attractive long-term return opportunities due to the secular trend of improving credit quality in many emerging markets countries, coupled with significant inefficiencies in the local currency markets. In addition, emerging markets local currency debt has a relatively low correlation with other major asset classes, suggesting that benefits may be derived from a diversified portfolio. Stone Harbor believes mandates with the broadest degree of allocation ranges present the greatest opportunity to generate alpha. A typical emerging markets debt local currency portfolio would permit investments in any country meeting the World Bank definition of an emerging or “low income” country or which are included in the J.P. Morgan GBI-EM Global Diversified bond index. Stone Harbor’s strives to outperform the strategy benchmark’s return with a level of volatility similar to the benchmark. Stone Harbor actively monitors the emerging markets universe for improving credit quality opportunities and undervalued currencies with high real return potential. This strategy may be implemented either as a broad portfolio that invests in both investment grade and non-investment grade debt instruments of emerging markets issuers, or as a dedicated portfolio of investment grade instruments or a portfolio of non-investment grade debt instruments, based on client guidelines. Page 13 of 42 | Part 2A of Form ADV, the Brochure  Emerging Markets Debt Global Allocation The Emerging Markets Debt Global Allocation (or Blended) strategies seek to achieve attractive risk-adjusted returns by actively allocating across the broad universe of hard and local currency emerging markets sovereign debt and emerging markets hard currency corporate debt. Stone Harbor believes that this combination offers attractive long-term opportunities for the following reasons: long term historical correlations between hard currency and local currency debt are relatively low; investor concentration in domestic bond and external debt markets is limited; and the range and variability of returns provides opportunities for exploiting relative value both within and between sectors. Stone Harbor believes the investment process enables the portfolio managers to determine optimal weightings of local and external debt by combining Stone Harbor’s overall market view with fundamental country analysis and quantitative and technical sector and security analysis. The EMD investment team weighs these factors in the context of Stone Harbor’s assessment of risk momentum, growth trends and the long- term investment outlook. Periodic meetings of the EMD investment team along with Stone Harbor’s asset allocation meetings help enable the portfolio managers to regularly reassess and recalibrate tactical asset allocation decisions based on changing market conditions and relative value. Stone Harbor believes that strong risk-adjusted returns can be achieved through its disciplined investment process and experience in tactical asset allocation. This strategy may be implemented either as a broad portfolio that invests in both investment grade and non-investment grade debt instruments of emerging markets issuers, or as a dedicated portfolio of investment grade instruments or a portfolio of non-investment grade debt instruments, based on client guidelines. Emerging Markets Corporate Debt The Emerging Markets Corporate Debt strategy seeks to achieve attractive risk-adjusted returns by investing in a diversified portfolio of emerging market corporate credits. Stone Harbor believes the emerging debt corporate markets offer attractive long-term return opportunities due to the growth of corporate issuance and improving credit quality in many emerging markets countries, coupled with significant inefficiencies in these markets. Stone Harbor believes attractive risk-adjusted returns can be achieved in the emerging debt corporate markets through 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 Stone Harbor’s analysis of the issuer’s credit quality paired with an assessment of valuation. Stone Harbor 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. Stone Harbor generally allocates investments across a broad range of issuers, industries, and countries, which may help to reduce risk. Page 14 of 42 | Part 2A of Form ADV, the Brochure  This strategy may be implemented either as a broad portfolio that invests in both investment grade and non-investment grade debt instruments of emerging markets corporate issuers, or as a dedicated portfolio of investment grade instruments or a portfolio of non- investment grade debt instruments, based on client guidelines. The strategy is also offered as a UCITS fund, an Article 8 financial product pursuant to the SFDR. Emerging Markets Debt Total Return The Emerging Markets Debt Total Return strategy seeks to achieve attractive risk- adjusted returns by investing in a diversified portfolio of emerging market credits using derivatives, local currencies, and leverage. The strategy attempts to enhance returns by asset allocation within the account or by allowing the use of leverage through borrowing, including loans from certain financial institutions and the use of reverse repurchase agreements. Stone Harbor’s Emerging Markets Debt Total Return strategy utilizes the same emerging markets debt investment philosophy and process as the traditional Emerging Markets Debt Global Allocation strategy and includes all emerging markets debt sectors in its investable universes (i.e. hard, local, and corporate debt). In addition, subject to client investment guidelines, Stone Harbor may invest a portion of assets under management in emerging markets equity, primarily via either single country or regional exchange-traded funds (ETFs). Emerging Markets Explorer Based on Stone Harbor’s research and long experience in the emerging markets, the Emerging Markets Debt portfolio management team has developed a number of opportunistic/focused and total return strategies, including the Emerging Markets Explorer strategy, which takes a concentrated, high conviction, unconstrained approach to investing in emerging markets debt. Stone Harbor’s Emerging Markets Explorer strategy is a total return strategy that includes all emerging markets debt sectors in its investable universes (i.e. hard, local, and corporate debt, along with currency forwards) and can be managed with or without leverage, subject to client preference. We believe that opportunities in this strategy may include improving credit stories, monetary policy cycles, FX valuation themes and technically-related undervalued credit. Stone Harbor believes that credit analysis, specifically seeking to avoid default losses, is increasingly important in a low yield environment, and Stone Harbor’s portfolio managers perform rigorous credit analysis to identify suitable investments over a credit cycle. Country and currency decisions are based on our disciplined investment process, which includes an assessment of macroeconomic fundamentals, policies and politics, as well as the attractiveness of spreads, currencies and interest rates. Corporate investment decisions combine judgments of the relative attractiveness of industries with the credit fundamentals of individual companies. implementing The Emerging Markets Explorer strategy generally results in unconstrained portfolios of Stone Harbor’s high conviction investments in an effort to generate superior risk-adjusted returns. Portfolios the Emerging Markets Explorer or other opportunistic/focused strategies generally are benchmark agnostic and can also be tailored to a low-volatility approach by hedging currency risk to client preferences. Page 15 of 42 | Part 2A of Form ADV, the Brochure  Sustainable Emerging Markets Debt Strategies Sustainable Debt Strategies: Stone Harbor offers two specific strategies that incorporate sustainable objectives to various degrees alongside the investment objectives of the traditional strategies and integrated with the Stone Harbor fundamental investment process. The primary investment objective of the Emerging Markets Climate Impact Debt strategy is to generate a total return (i.e., capital appreciation), while addressing climate change risk in EM. The strategy invests in sustainable debt issued with proceeds dedicated to green activities, assets, projects or expenditures - with social bonds also permissible - of predominantly EM corporate issuers in hard currency, with exposure to sovereign and quasi-sovereign issuers permissible. The resulting portfolio of green, social, sustainability and sustainability-linked bonds finance these activities in the most impactful way. The strategy’s sustainable objective is to promote the transition towards an environmentally and socially sustainable economy. The primary investment objective of the ESG Emerging Markets Debt Blend strategy is to aim to generate a total return (i.e., capital appreciation). The generation of high current income is a secondary objective. The strategy invests broadly across the hard currency sovereign and corporate debt universe, and the local currency debt instruments, in a blended approach. The Emerging Markets Climate Impact Debt strategy is also offered as a UCITS fund, an Article 9 financial product pursuant to the SFDR. The ESG Emerging Markets Debt Blend strategy is also offered as a UCITS fund, an Article 8 financial product pursuant to the SFDR. RISKS Credit Risk (Credit Risk is applicable to all strategies.) Credit risk is the risk that an issuer of, for example, a fixed income security, leveraged loan or preferred stock, or the counterparty to a derivatives contract, will be unable to make interest, principal, dividend, or other payments when due. In general, lower rated (including defaulted) securities and leveraged loans carry a greater degree of credit risk. If rating agencies lower their ratings of securities in a client’s portfolio, the value of those obligations could decline. In addition, the underlying revenue source for a fixed income security, a preferred stock or a derivatives contract may be insufficient to pay dividends, interest, principal, or other required payments in a timely manner. Page 16 of 42 | Part 2A of Form ADV, the Brochure  Because a significant primary source of income for a client is the dividend, interest, principal and other payments on the fixed-income securities, preferred stocks, and derivatives in which it invests, any default by an issuer of such an instrument could have a negative impact on a client’s ability to receive dividends. Even if the issuer does not actually default, adverse changes in the issuer’s financial condition may negatively affect its credit rating or presumed creditworthiness. These developments would adversely affect the market value of the issuer’s obligations or the value of credit derivatives if Stone Harbor has sold credit protection. Interest Rate Risk (Interest Rate Risk is applicable to all strategies.) Interest rate risk is the risk that investments will decline in value because of changes in market interest rates. When interest rates rise the market value of fixed-income securities generally will fall. Stone Harbor’s investment in such securities means that the price of certain securities may decline if market interest rates rise. Global interest rates are currently high relative to levels experienced over more than a decade. During periods of declining interest rates, an issuer of fixed-income securities may exercise its option to redeem or prepay securities prior to maturity, which could result in Stone Harbor having to reinvest in lower yielding fixed-income securities or other types of securities. This is known as call or prepayment risk. During periods of rising interest rates, the average life of certain types of securities may be extended because of slower than expected payments. This may lock in a below market yield, increase the security’s duration, and reduce the value of the security. This is known as extension risk. Investments in debt securities with long-term maturities may experience significant price declines if long-term interest rates increase. This is known as maturity risk. Duration Risk (Duration Risk is applicable to all strategies.) Duration is the measure of the expected life of a fixed income instrument that is used to determine the sensitivity of a security’s price to changes in interest rates. As duration increases, volatility increases as applicable interest rates change. Liquidity Risk (Liquidity Risk is applicable to all strategies.) Liquidity risk is the risk that the investment will be sold at a price below its fair value, where that fair value is indicated by a recent transaction in the market. The primary measure of liquidity is the spread between the bid and asked price by a broker. Generally, the wider the spread, the greater the liquidity risk. Stone Harbor may invest client assets in investments that may be or may become illiquid. Low trading volume, lack of a market maker, large position size, or legal restrictions may limit or prevent the firm from selling particular securities or closing derivative positions at the desired time or price. Derivatives, bank loans and securities that involve substantial interest rate or credit risk tend to involve greater liquidity risk. In addition, liquidity risk tends to increase to the extent that the sale of the securities is restricted by law or by contract, such as Rule 144A and Regulation S securities. The illiquidity of a client portfolio may increase when liquidity is most needed, Page 17 of 42 | Part 2A of Form ADV, the Brochure  such as during periods of market turmoil or high redemptions. Counterparty Risk (Counterparty Risk is applicable to all strategies.) Counterparty risk is the risk that the other party to the contract will not fulfill its contractual obligations, which may cause losses or additional costs to the strategy. As a by-product of investing, counterparty exposure is an unavoidable risk for Stone Harbor’s client accounts. Stone Harbor seeks to preserve the ability of clients to take advantage of investment opportunities while prudently mitigating counterparty risk through counterparty selection and monitoring, trading discipline and dedicated operational functions that traders oversee confirmation of trades, collateral management, and pricing. Our generally execute transactions only with approved counterparties. Stone Harbor periodically reviews trading counterparties. We believe these reviews reduce the risk that a counterparty default will have a major impact on client accounts; however, such reviews cannot guarantee that investment losses associated with a counterparty default will be averted. Managed Portfolio Risk (Managed Portfolio Risk is applicable to all strategies.) As actively managed portfolios, the value of a portfolio’s investments could decline because the financial condition of an issuer may change (due to factors such as management performance, reduced demand or overall market changes), financial markets may fluctuate, or overall prices may decline, or Stone Harbor’s investment techniques could fail to achieve the stated investment objective for a given strategy. Corporate Debt Risk (Corporate Debt Risk is primarily applicable to the Emerging Markets Corporate Debt Investment Grade, Emerging Markets Broad Corporate Debt, Emerging Markets Corporate Debt High Yield, Emerging Markets Total Return, FOCUS (unconstrained) Emerging Markets Corporate Debt and Emerging Markets Sustainable Debt strategies.) Stone Harbor may invest in debt securities of non-governmental issuers. Like all debt securities, corporate debt securities generally represent an issuer’s obligation to repay to the investor (or lender) the amount borrowed plus interest over a specified time period. A typical corporate bond specifies a fixed date when the amount borrowed (principal) is due in full, known as the maturity date, and specifies dates when periodic interest (coupon) payments will be made over the life of the security. Corporate debt securities come in many varieties and may differ in the way that interest is calculated, the amount and frequency of payments, the type of collateral, if any, and the presence of special features (e.g., conversion rights). Stone Harbor’s investments in corporate debt securities may include, but are not limited to, senior, junior, secured and unsecured bonds, notes and other debt securities, and may be fixed rate, floating rate, zero coupon and inflation linked, among other things. Stone Harbor may invest in convertible bonds and warrant structures, which are fixed income securities with Page 18 of 42 | Part 2A of Form ADV, the Brochure  imbedded warrants that are exercisable into other debt or equity securities. Upon conversion of such securities into equity securities, the equity securities will be sold. Prices of corporate debt securities fluctuate and, in particular, are subject to several key risks including, but not limited to, interest-rate risk, credit risk, prepayment risk and spread risk. The market value of a corporate bond may be affected by the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the market place. There is a risk that the issuers of the corporate debt securities in which Stone Harbor may invest may not be able to meet their obligations on interest or principal payments at the time called for by an instrument. High Yield Securities Risk (High Yield Securities Risks are primarily applicable to dedicated Emerging Markets Sovereign and Corporate Debt strategies but can also be applicable to Emerging Markets Local Currency Debt, Emerging Markets Blended and Asset Allocation strategies, Emerging Markets Debt Total Return, FOCUS (unconstrained) strategies, and Emerging Markets Sustainable Debt strategies.) Stone Harbor’s investments in fixed-income securities and preferred stocks of below investment grade quality (commonly referred to as “high yield” or “junk bonds”), if any, are predominantly speculative because of the credit risk of their issuers. While offering a greater potential opportunity for capital appreciation and higher yields, such below investment grade securities entail greater potential price volatility and may be less liquid than higher-rated securities. Issuers of below investment grade quality securities are more likely to default on their payments of interest and principal owed to a client, and such defaults will reduce the client’s account value and income distributions. The prices of these lower quality securities are more sensitive to negative developments than higher rated securities. Adverse business conditions, such as a decline in the issuer’s revenues or an economic downturn, generally lead to a higher non-payment rate. In addition, such a security may lose significant value before a default occurs as the market adjusts to expected higher non-payment rates. Foreign Securities Risk (Foreign Securities Risks are primarily applicable to Emerging Markets Local Currency Debt and Emerging Markets Blended and Asset Allocation Strategies, but can also be applicable to Emerging Markets Debt, Emerging Markets Debt Total Return, FOCUS (unconstrained) strategies and Emerging Markets Sustainable Debt strategies.) Investing in foreign securities involves certain special considerations that are not typically associated with investments in the securities of U.S. issuers. Foreign issuers are not generally subject to uniform accounting, auditing and financial reporting standards and may have policies that are not comparable to those of domestic issuers. As a result, there may be less information available about foreign issuers than about domestic issuers. Securities of some foreign issuers may be less liquid and more volatile than securities of comparable domestic issuers. Page 19 of 42 | Part 2A of Form ADV, the Brochure  There is generally less government supervision and regulation of securities markets, brokers, and issuers than in the United States. In addition, with regard to certain foreign countries, there is a possibility of expropriation or confiscatory taxation, political and social instability, or diplomatic developments, which could affect the value of investments in those countries. The costs of investing in foreign countries frequently are higher than the costs of investing in the United States. Although Stone Harbor endeavors to achieve the most favorable execution costs in portfolio transactions, trading costs in non-U.S. securities markets are generally higher than trading costs in the United States. Investments in securities of foreign issuers often will be denominated in foreign currencies. Accordingly, the value of a client’s assets, as measured in U.S. dollars, may be affected favorably or unfavorably by changes in currency exchange rates and in exchange control regulations. A client may incur costs in connection with conversions between various currencies. Certain foreign governments levy withholding or other taxes on dividend and interest income. Although in some countries a portion of these taxes are recoverable, the non- recovered portion of foreign withholding taxes will reduce the income received from investments in such countries. From time to time, Stone Harbor may have invested in certain sovereign debt obligations that are issued by, or certain companies that operate in or have dealings with, countries that become subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. Investments in such countries may be adversely affected because, for example, the credit rating of the sovereign debt security may be lowered due to the country’s instability or unreliability or the company may suffer damage to its reputation if it is identified as a company which operates in, or has dealings with, such countries. As an investor in such companies, a client will be indirectly subject to those risks. Investments in Emerging Market Countries Risk (Risks associated with Investments in Emerging Markets are applicable to Emerging Markets Debt, Emerging Markets Local Currency Debt, Emerging Markets Corporate Debt, Emerging Markets Blended and Asset Allocation, Emerging Markets Debt Total Return, FOCUS (unconstrained) strategies and Emerging Markets Sustainable Debt strategies.) Investing in the securities of issuers located in emerging market countries involves special considerations not typically associated with investing in the securities of other foreign or U.S. issuers. Such considerations may include heightened risks of expropriation and/or nationalization, armed conflict, confiscatory taxation, restrictions on transfers of assets, lack of uniform accounting and auditing standards, less publicly available financial and other information, and potential difficulties in enforcing contractual obligations. The economies of individual emerging market countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, Page 20 of 42 | Part 2A of Form ADV, the Brochure  rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Governments of many emerging market countries have exercised and continue to exercise substantial influence over many aspects of the private sector, including ownership or control of companies. Accordingly, government actions could have a significant effect on economic conditions in an emerging market country and on market conditions, prices and yields of securities in a client’s portfolio. Moreover, the economies of developing countries generally are heavily dependent upon international trade and, consequently, have been and may continue to be adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. With regard to any emerging market country, there is the possibility of nationalization, expropriation or confiscatory taxation, political changes, government regulation, overburdened and obsolete or unseasoned financial systems, environmental problems, less developed legal systems, economic or social instability or diplomatic developments (including war), which could affect adversely the economies of such countries or the value of a client’s investments in those countries. It also may be difficult to obtain and enforce a judgment in a court outside of the United States. In addition, the economies of emerging market countries have become more interrelated in recent years, which may vitiate any attempt by Stone Harbor to reduce risk through geographic diversification of its portfolio investments. Investments in emerging market countries may entail purchasing securities issued by or on behalf of entities that are insolvent, bankrupt, in default or otherwise engaged in an attempt to reorganize or reschedule their obligations or in entities that have little or no proven credit rating or credit history. In any such case, the issuer’s poor or deteriorating financial condition may increase the likelihood that a client will experience losses or diminution in available gains due to bankruptcy, insolvency, or fraud. Investments in emerging market countries may also be exposed to an extra degree of custodial and/or market risk, especially where the securities purchased are not traded on an official exchange or where ownership records regarding the securities are maintained by an unregulated entity (or even the issuer itself). Sovereign Debt Obligations Risk (Risks associated with investments in Sovereign Debt Obligations are primarily applicable to Emerging Markets Debt, Emerging Markets Local Currency Debt, Emerging Markets Corporate Debt, Emerging Markets Blended and Asset Allocation strategies, Emerging Markets Debt Total Return, FOCUS (unconstrained), and Emerging Markets Sustainable Debt strategies.) Investments in emerging market countries’ government debt obligations involve special risks. Certain emerging market countries have historically experienced, and may continue Page 21 of 42 | Part 2A of Form ADV, the Brochure  to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. The issuer or governmental authority that controls the repayment of an emerging country’s debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A 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 and, in the case of a government issuer, 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 government debtor’s policy towards the International Monetary Fund and the political constraints to which a government debtor may be subject. Government debtors may default on their debt and may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. The commitment on the part of these governments, agencies, and others to make such disbursements may be conditioned on a debtor’s implementation of economic reforms and/or economic performance and the timely service of such debtor’s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties’ commitments to lend funds to the government debtor, which may further impair such debtor’s ability or willingness to service its debts on a timely basis. Holders of government debt, including a client of Stone Harbor, may be requested to participate in the rescheduling of such debt and to extend further loans to government debtors. Restructuring arrangements may include reducing and rescheduling interest and principal payments by negotiating new or amended credit agreements and obtaining new credit to finance interest payments. As a result of the foregoing, a government obligor may default on its obligations. If such an event occurs, Stone Harbor may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government debt securities to obtain recourse may be subject to the political climate in the relevant country. In addition, the holders of more senior fixed income securities, such as commercial bank debt, may contest payments to the holders of other foreign government debt securities in the event of default under their commercial bank loan agreements. Investments in emerging market countries’ government debt securities involve currency risk. Foreign Currency Risk (Risks associated with Foreign Currency are primarily applicable to Emerging Markets Local Currency Debt and Emerging Markets Blended and Asset Allocation strategies, but can also be applicable to Emerging Markets Debt, Emerging Markets Corporate Debt, Emerging Markets Debt Total Return, FOCUS (unconstrained) strategies and Emerging Page 22 of 42 | Part 2A of Form ADV, the Brochure  Markets Sustainable Debt strategies.) Stone Harbor may invest client assets in securities that are not denominated in U.S. dollars. As a result, a client is subject to the risk that those currencies will decline in value relative to the value of the U.S. dollar. The values of the currencies of the emerging market countries in which Stone Harbor may invest may be subject to a high degree of fluctuation due to changes in interest rates, the effects of the monetary policies of the United States, foreign governments, central banks or supranational entities, the imposition of currency controls or other national or global political or economic developments. Therefore, a client’s exposure to foreign currencies may result in losses to the client. In addition to changes in the value of clients’ portfolio investments resulting from currency fluctuations, a client may incur costs in connection with conversions between various currencies. Foreign exchange dealers realize a profit based on the difference between the prices at which they are buying and selling various currencies. Stone Harbor will conduct its foreign currency exchange transactions either on a spot (i.e., cash) basis at the spot rate prevailing in the foreign currency exchange market or in the derivatives markets, including through entering into forward, futures or options contracts to purchase or sell foreign currencies. Currency exchange rates may be negatively impacted by rates of inflation, interest rate levels, balance of payments and governmental surpluses or deficits in the emerging market countries in which Stone Harbor invests. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain emerging market countries. Governments that issue obligations may engage in certain techniques to control the value of their local currencies. Such techniques include central bank intervention, imposition of regulatory controls or the imposition of taxes that may impact the exchange rates of the local currencies in which the debt securities are denominated. Emerging market countries may also issue a new currency to replace an existing currency or may devalue their currencies. The liquidity and market values of the investments of Stone Harbor clients in emerging markets may be impacted by such government actions. Stone Harbor may, from time to time, seek to protect the value of some portion or all of its portfolio holdings against currency risks by engaging in currency hedging transactions. Such transactions may include entering into forward currency exchange contracts, currency futures contracts and options on such futures contracts, the use of other derivatives, as well as purchasing put or call options on currencies, in U.S. or foreign markets. Currency hedging involves special risks, including possible default by the other party to the transaction, illiquidity and, to the extent Stone Harbor view as to certain market movements is incorrect, the risk that the use of hedging could result in losses greater than if they had not been used. In addition, in certain countries in which Stone Harbor may invest, currency hedging opportunities may not be available. Derivatives Risk Page 23 of 42 | Part 2A of Form ADV, the Brochure  (Derivatives Risks are generally applicable to all of the strategies.) The value of a derivative instrument depends largely on (and is derived from) the value of an underlying security, currency, commodity, interest rate, index or other asset (each referred to as an underlying asset). In addition to risks relating to the underlying assets, the use of derivatives may include other, possibly greater, risks, including counterparty, leverage and liquidity risks. Counterparty risk is the risk that the counterparty to the derivative contract will default on its obligation to pay the amount owed or otherwise perform under the derivative contract. Derivatives create leverage risk because they do not require payment up front equal to the economic exposure created by owning the derivative. As a result, an adverse change in the value of the underlying asset could result in sustaining a loss that is substantially greater than the amount invested in the derivative, which may make the returns more volatile and increase the risk of loss. Derivative instruments may also be less liquid than more traditional investments and the strategy may be unable to sell or close out its derivative positions at a desirable time or price. This risk may be more acute under adverse market conditions, during which the strategy may be most in need of liquidating its derivative positions. In addition, derivatives used for hedging or to gain or limit exposure to a particular market segment may not provide the expected benefits, particularly during adverse market conditions. Structured Notes (The risks associated with Structured Notes are primarily applicable to Emerging Markets Debt, Emerging Markets Local Currency Debt, Emerging Markets Corporate Debt, Emerging Markets Blended and Asset Allocation strategies, Emerging Markets Debt Total Return, FOCUS (unconstrained) strategies, and Emerging Markets Sustainable Debt strategies.) Structured notes are derivative debt instruments with principal and/or interest payments linked to the value of an underlying reference instrument. Structured notes for which the reference instrument is a bond or other debt instrument are often called “credit linked notes.” Investments in structured notes involve certain risks, including the risk that the issuer may be unable or unwilling to satisfy its obligations to pay principal or interest, which are separate from and in addition to the risk that the note’s reference instruments may move in a manner that is disadvantageous to the holder of the note. Structured notes are often illiquid and are subject to market risk, liquidity risk and interest rate risk. Structured notes may be more volatile than the underlying reference instrument. Leverage Risk (Risks associated with leverage are primarily applicable to the Emerging Markets Debt Total Return strategy.) Certain client accounts may utilize leverage, typically, but not exclusively, by entering into reverse repurchase agreements or borrowing money. Leveraging is a speculative technique and there are special risks and costs involved. The use of leverage would result in more risk to a client account than if leverage had not been used and can magnify the Page 24 of 42 | Part 2A of Form ADV, the Brochure  effect of any losses. If the income and gains from securities to which a client account has exposure through the use of leverage do not cover the payments due in connection with the leverage used, the return will be less than if such leverage had not been used. As a result, leveraging may cause a client account to set aside or liquidate portfolio assets to satisfy its obligations. Stone Harbor generally is paid its management fees in such circumstances based on the total assets under management (i.e. inclusive of leverage). Because the fees paid to Stone Harbor are higher when a client account is levered, Stone Harbor may be incentivized to lever an account in order to increase fees, which results in a conflict of interests between Stone Harbor and the client. Exchange-Traded Fund Risk (Risks associated with Exchange-Traded Funds are primarily applicable to the Emerging Markets Debt Total Return strategy.) Stone Harbor may gain exposure to emerging markets equity through investments in equity exchange-traded funds (ETFs). Such ETFs are subject to the risks of the underlying emerging markets equity securities in which the ETF invests. For instance, the market price of common stocks and other equity securities may go up or down, sometimes rapidly or unpredictably. Equity securities may decline in value due to factors affecting equity securities markets generally, particular industries represented in those markets, or the issuer itself. In addition, investors in an ETF bear their share of the ETF’s expenses, in addition to any management or performance fees charged by Stone Harbor. Investments in ETFs involve the risk that the ETF’s performance may not track the performance of the index or markets the ETF is designed to track. In addition, ETFs often use derivatives to track the performance of the relevant index and, therefore, investments in those ETFs are also subject to risks associated with investing in derivatives. General Investment and Trading Risks (General investment and trading risks are applicable to all strategies.) All investments present a risk of loss of capital. Supply and demand for securities and other financial instruments change rapidly and are affected by a variety of factors. Such factors include investment-specific price fluctuations as well as macro-economic, market and industry-specific conditions, including, but not limited to, national and international economic conditions, domestic and international financial policies and performance, conditions affecting particular investments (such as the results of operations, financial condition, sales and product lines of corporate issuers), national and international politics, governmental events and changes in interest rates and income tax laws. In addition, events such as political instability, terrorism, natural disasters, and regional and global health epidemics may occur. Stone Harbor may have only limited ability to vary its investment portfolio in response to changing economic, financial, investment and other conditions. No guarantee or representation can be made that Stone Harbor’s investment program will be successful. The market price of securities and other financial instruments selected by Stone Harbor for its client portfolios or funds may go up or down, sometimes unpredictably, and investment results may vary substantially. Page 25 of 42 | Part 2A of Form ADV, the Brochure  Force Majeure Events (Risks associated with force majeure events are applicable to all strategies.) Securities selected for client portfolios by Stone Harbor may be affected by force majeure events (i.e., events beyond the control of the party claiming that the event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemics or other serious public health concerns, war, terrorism, labor strikes, major plant breakdowns, pipeline or electricity line ruptures, failure of technology, defective design and construction, accidents, governmental policies and social instability). Some force majeure events may adversely affect the ability of a party (including Stone Harbor, an issuer, a counterparty or a service provider) to perform its obligations until it is able to remedy the force majeure event. Furthermore, force majeure events that are incapable of or are too costly to cure may have a permanent adverse effect on Stone Harbor, an issuer, a counterparty or a service provider. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a broader negative impact on the world economy and international business activity generally, or in a country in which Stone Harbor has invested specifically. Cybersecurity Risk (Risks associated with cybersecurity apply to all strategies.) In addition to the risks associated to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. A breach in cybersecurity refers to both intentional and unintentional events that may cause an account to lose proprietary information such as misappropriating sensitive information, access to digital systems to obtain client and financial information, corrupting data, or causing operational disruption. Similar adverse consequences could result from cybersecurity incidents affecting counterparties with which we engage in transactions, third-party service providers (e.g. a client account’s custodian), governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. Stone Harbor has in place risk management systems and business continuity plans which are designed to reduce the risks associated with these attacks, although there are inherent limitations in any cybersecurity risk management system or business continuity plan, including the possibility that certain risks have not been identified. Accordingly, there is no guarantee that such efforts will succeed especially since we do not directly control the cybersecurity systems of issuers or third-party service providers. ESG Risks The incorporation of ESG factors may affect a strategy’s investment performance relative to similar strategies that do not apply ESG restrictions or adhere to ESG selection criteria to a lesser degree. In addition, ESG based exclusionary criteria may result in a strategy foregoing opportunities to buy certain securities when it might otherwise be advantageous to do so, and/or selling securities due to their ESG characteristics when it might be disadvantageous to do so. Additionally, a strategy’s adherence to ESG criteria in connection with identifying and selecting fixed income investments, particularly in Page 26 of 42 | Part 2A of Form ADV, the Brochure  emerging market issuers often require subjective analysis, and data availability may be more limited with respect to emerging market issuers than developed country issuers. * * * * Clients should refer to their investment management agreement and related investment guidelines and restrictions for a more detailed discussion of applicable risks. Clients and prospective clients in any pooled investment vehicle or investment company managed by Stone Harbor should also review the relevant prospectus or offering memorandum for additional information about the risks associated with such investment. Item 9 – Disciplinary Information As a registered investment adviser, VFIA is required to disclose all material facts regarding any legal or disciplinary events that would be material to your evaluation of VFIA or the integrity of VFIA’s management. Neither VFIA nor Stone Harbor has been involved in any legal or disciplinary events that would be material to a client’s evaluation of the company or its personnel. Item 10 – Other Financial Industry Activities and Affiliations A. Broker-Dealer Registration Status VFIA is not registered as a broker-dealer and does not have any pending applications for registration. An affiliate of VFIA, VP Distributors, LLC (“VPD”) is a registered broker-dealer. VPD is a limited purpose broker-dealer that serves as principal underwriter and distributor of certain open-end mutual funds and ETFs advised or sub-advised by Virtus affiliates, including Stone Harbor as a division of VFIA. B. Futures Commission Merchant, Commodity Pool Operator, or Commodity Trading Adviser Registration Status VFIA is registered with the Commodity Futures Trading Commission (“CFTC”) as a commodity pool operator (“CPO”) in connection with certain of the pooled investment vehicles for which it serves as investment adviser or sub-adviser. In addition, certain VFIA employees are registered with the CFTC as associated persons and principals of the CPO. Certain of VFIA’s affiliated investment advisers listed below also are registered as commodity pool operators or commodity trading advisors in connection with their management activities. VFIA is not registered as a futures commission merchant or commodity trading adviser. Page 27 of 42 | Part 2A of Form ADV, the Brochure  VFIA does not have any pending applications for registration as a futures commission merchant or commodity trading adviser. C. Material Relationships or Arrangements with Industry Participants VFIA has relationships with its affiliates that you may consider material. These relationships are described below, along with an explanation of how we address what may be considered to be material conflicts of interest. Stone Harbor is a division of VFIA, which is wholly owned by Virtus Partners, Inc. (“VPI”), whose parent company is Virtus. Certain officers and directors of Virtus serve as officers and/or directors of VFIA and Stone Harbor. VFIA is comprised of three divisions: Stone Harbor Investment Partners, Newfleet Asset Management and Seix Investment Advisors. The three divisions of VFIA maintain their distinct investment process and philosophy, portfolio management teams, investment culture and brand, and operate under their “d/b/a” names. Certain VFIA officers serve in the same or similar capacity at each of its three divisions as well as other Virtus affiliates. Certain VFIA officers and employees also serve on the board of directors for various funds that are advised or sub-advised by VFIA or other Virtus affiliated investment advisers. From time to time, portfolio managers and traders employed by VFIA operate in a “dual hatted” capacity in which the individual provides investment management services to more than one investment adviser (such as to more than one division of VFIA and/or to another Virtus affiliated investment adviser). Such personnel are subject to the policies and procedures of each investment adviser and will use a rotation method of allocating trades for accounts / funds that are managed pursuant to a dual- hatting arrangement. In addition, Stone Harbor utilizes the personnel and/or services of one or more of VFIA’s affiliates in the performance of Stone Harbor’s business, including without limitation certain administrative and operational services including trade support services, finance, accounting, compliance, legal and technology, client service, marketing, and human resources. In order to perform certain of these services, certain individuals employed by VFIA’s shared servicing affiliates will have information about the portfolios managed by Stone Harbor including their investments. Certain employees of a related person of Stone Harbor, Virtus International Management, LLP (“Virtus International”), also promote the services of Stone Harbor as well as the products managed by Stone Harbor. Virtus International’s representatives are permitted to introduce Stone Harbor's investment advisory services to institutional entities and sovereign wealth funds and other foreign official institutions within the United Kingdom and in other jurisdictions globally, to the extent permitted by the laws of each applicable jurisdiction. In the Asia-Pacific region, approved persons of Virtus Global Partners Pte. Ltd. (“Virtus Page 28 of 42 | Part 2A of Form ADV, the Brochure  Singapore”) (UEN 201018015Z), which is authorized and regulated by the Monetary Authority of Singapore (“MAS”), are permitted to introduce the investment advisory services of Stone Harbor and certain of its affiliates to institutional entities, sovereign wealth funds, and other foreign official institutions. Certain employees of a related person of Stone Harbor, seconded to Virtus International Fund Management Limited (“VIFM”) (Ref. No. C182357), which is authorized and regulated by the Central Bank of Ireland, carry out sales and marketing activity of certain Irish-domiciled funds to which Stone Harbor is the appointed sub-investment manager, to the extent permitted by applicable law. Global Subsidiaries A description of VFIA’s global subsidiaries follows below. Virtus International Management, LLP (“VIRTUS UK”) is located in the United Kingdom and is a Financial Conduct Authority authorized MiFID trading firm. Virtus International Services Limited is the majority owner of VIRTUS UK, and employs individuals who provide various marketing, operation, portfolio management and other services to VIRTUS UK, VFIA and other Virtus affiliates. The VIRTUS UK portfolio managers are also investment officers of the Stone Harbor or Newfleet division of VFIA. Virtus International Fund Management Limited (the “MANCO”) is incorporated in Ireland as a private limited company. The MANCO is authorized by the Central Bank of Ireland to act as a management company to UCITS funds pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations 2011, as amended, and as a European Union alternative investment fund manager in accordance with the E.U. Directive on Alternative Investment Fund Managers (“AIFMD”) and the AIFMD Regulations. Virtus Global Partners Pte. Ltd. (“Virtus Singapore”) holds a Capital Markets Services License issued by the Monetary Authority of Singapore. Virtus Singapore supports sales and client service in the APAC region and provides certain marketing, fund management and/or portfolio management services to certain Virtus affiliates. VFIA has entered into solicitation or referral arrangements with one or more of its global affiliates. (1) Investment Companies As noted in Item 7 above, Stone Harbor, as a division of VFIA, acts as an adviser or sub- adviser to various investment companies registered under the Investment Company Act of 1940, including multiple Virtus/Stone Harbor investment companies (open-end and closed- end mutual funds) that are distributed by VPD. (Please refer to Item 7 for additional information about these and other investment companies and pooled investment vehicles that Stone Harbor manages.) Other service providers to the Virtus/Stone Harbor mutual funds sub-advised by Stone Harbor include VPD; Virtus Fund Services, LLC (“VFS”), the Page 29 of 42 | Part 2A of Form ADV, the Brochure  Administrator, Fund Accountant and Transfer Agent; and Bank of New York Mellon, the Custodian. VFS may engage other firms to provide administrative, fund accounting and transfer agency services to these Virtus/Stone Harbor mutual funds. (2) Investment Advisers/Broker-Dealers VFIA has material business relationships with Virtus Alternative Investment Advisers, LLC. and Virtus Capital Advisers, LLC (collectively, the “Virtus Advisory Entities”). VFIA, through its Stone Harbor division, has contracted with the Virtus Advisory Entities to sub- advise and provide portfolio management, research and analysis to certain pooled investment vehicles, including Virtus/Stone Harbor mutual funds. Additionally, other divisions of VFIA have entered into solicitation or referral arrangements with Virtus Capital Advisers, LLC. As stated previously, certain VFIA and Stone Harbor officers and employees are also officers and employees of one or more or all affiliates. The following advisers are all subsidiaries of VPI and are affiliates of VFIA: • Kayne Anderson Rudnick AlphaSimplex Group LLC • Ceredex Value Advisors LLC • Duff & Phelps Investment Management Co. Investment Management, LLC, • NFJ Investment Group, LLC • Seix CLO Management LLC • Silvant Capital Management, LLC • Sustainable Growth Advisers, LP • Virtus Alternative Investment Advisers, LLC. • Virtus Advisers, LLC • Virtus Capital Advisers, LLC • Virtus Investment Advisers, LLC. • Westchester Capital Partners, LLC • Westchester Capital Management, LLC VFIA wholly owns the general partner of Seix CLO Management LP. Seix CLO Management LP wholly owns Seix CLO Management LLC, which is a SEC registered investment adviser formed to meet the requirement of the “risk retention” rules promulgated by U.S. federal regulators under the Dodd-Frank Wall Street Reform and Consumer Protection Act signed into federal law on July 21, 2010 (“Dodd-Frank Act”) and the European Union’s regulations regarding risk retention in securitized assets (“EU Risk Retention Rules”). The Dodd-Frank Act risk retention rules no longer apply to open market CLOs as of May 2018. Seix CLO Management LLC acts as collateral manager for two CLOsi and may act as collateral manager for future CLOs. Certain VFIA/Seix officers and employees are also either directors or officers of Seix CLO Management LLC. As noted in Item 7 and in this Item 10 above, VFIA acts as an adviser or sub-adviser to various pooled investment vehicles (not all of which may be listed), including investment companies registered under the Investment Company Act of 1940, collective investment trusts, private funds, and registered offshore funds such as Irish UCITS and Irish qualifying investor funds. Affiliates of VFIA serve in one or more capacities for certain of these funds Page 30 of 42 | Part 2A of Form ADV, the Brochure  as disclosed in the relevant fund offering materials. (3) Private Partnerships VFIA (by and through its divisions), or its affiliates, may serve as, or in a capacity substantially similar to, general partner or managing member of other private funds now or in the future. As stated previously, Stone Harbor, as a division of VFIA, serves in this capacity for one or more private funds. D. Material Conflicts of Interest Relating to Other Investment Advisers Stone Harbor, as a division of VFIA, serves as adviser or sub-adviser to certain of the Virtus mutual funds and other pooled investment vehicles. When appropriate, Stone Harbor may recommend investment in these affiliated mutual funds and investment vehicles. To the extent that a client chooses to invest all or a portion of its account in an affiliated mutual fund and investment vehicles, Stone Harbor does not charge an advisory fee on assets invested in affiliated mutual funds and investment vehicles, in addition to the advisory fees embedded in the mutual funds and investment vehicles which are payable to Stone Harbor. Stone Harbor does not recommend or select other investment advisers for its clients. **************************************** Stone Harbor is aware of and has procedures to manage its fiduciary duties and any potential conflicts that may arise related to providing services through affiliates. Item 11 – Code of Ethics, Participation or Interest in Client Transactions and Personal Trading A. Code of Ethics of VFIA (the firm) We endeavor to ensure that the investment management and overall business of the firm complies with both our firm and Virtus (parent) policies and applicable U.S. federal and state securities laws and regulations. We have adopted the Virtus Code of Conduct and the Code of Ethics (the “Codes”) in accordance with Rule 204A-1 of the Investment Advisers Act of 1940, as amended. The Codes have been reasonably designed to prevent and detect possible conflicts of interest with client trades. Compliance with the Codes is a condition of employment. All of our supervised persons must acknowledge terms of the Codes, annually, or as amended. Any employee found to have engaged in improper or unlawful activity faces appropriate disciplinary action. Each employee is responsible for ensuring that they and those they manage, conduct business professionally and comply with our firm’s policies and procedures. Employees must immediately report (to their supervisor, a compliance officer or corporate legal counsel) their knowledge any wrongdoing or improper conduct. Failure to do so may result in Page 31 of 42 | Part 2A of Form ADV, the Brochure  disciplinary action being taken against that individual. Our reporting procedures are supported by a telephone number and similar on-line reporting technology available 24- hours/day to any employee to confidentially report, or request assistance concerning possible violations of the Codes and other firm policies. This technology and reporting platform is administered by an independent, third- party. Our officers and employees are encouraged to invest in shares of investment products that we and/or our affiliates advise. Subject to limitations described herein and set forth by our Codes, our officers and/or associated personnel may buy, hold, or sell the same investments for their own accounts as are held or to be held or sold for a client account and they may engage in the following: • Recommend that clients buy or sell securities or investment products in which we or a related person have some financial interest; and/or • Buy or sell securities or investment products that our firm and/or our officers and associated personnel or a related person recommends to our clients. Our Codes are designed to prevent and detect conflicts of interest in regard to the above. None of our officers and Access or Advisory persons may buy or sell any security or any option to buy or sell such security, such that they hold or acquire any direct or indirect beneficial ownership as a result of the transaction, if they know at the time of such transaction that such a security or option is being bought, sold, or considered for purchase or sale for a client account, unless one or more of the following conditions exist: • They have no influence or control over the transaction from which they will acquire a beneficial interest; • The transaction is non-volitional on their part or the client’s; • The transaction is a purchase under an automatic dividend reinvestment plan or pursuant to the exercise of rights issues, pro-rata to them and other holders of the same class of the issuer’s securities; or • They have obtained, in advance, approval from someone authorized to grant such approval when circumstances indicate no reasonable likelihood of harm to the client or violation of applicable laws and regulations. Code of Conduct The following highlights some of the provisions of the Virtus Code of Conduct: • Compliance with Applicable Laws, Rules and Regulations • Insider Trading • Conflicts of Interest • Corporate Opportunities • Fair Dealing • Protection and Proper Use of Company Assets • Confidentiality • Recordkeeping Page 32 of 42 | Part 2A of Form ADV, the Brochure  Interaction with Government Officials and Lobbying Information Protection Policies • • Contract Review and Execution • Company Disclosures and Public Communications • • Human Resource Policies • Use of Social Media • Intellectual Property • Designation of Compliance Officers • Seeking Guidance About Requirement of the Code • Reporting Violations • Waivers, Discipline and Penalties Code of Ethics Employees are categorized as either Supervised, Access or Advisory Persons under our Code of Ethics. All Supervised Persons are required to comply with the following: • Instruct their brokers to directly provide our Compliance Department with duplicate copies of brokerage statements and trade confirmations or the electronic equivalent. • Provide Initial Holdings Reports, Quarterly Transaction Reports, and Annual Certification and Holdings Reports, which our Compliance Department reviews for trading activity. • Conduct their personal transactions consistent with the Code of Ethics and in a manner that avoids any actual or potential conflict of interest. In addition to the above, those employees classified as Access Persons are further required to comply with the following: • Pre-clear all non-exempt transactions with respect to which an employee is beneficial owner in order to prevent the employee from buying or selling at the same time as the firm. • Hold all covered securities no less than 30-days. Employees classified as Advisory Persons are further prohibited from directly or indirectly acquiring or disposing of a security on the date of, and within seven calendar days before and after the portfolio(s) associated with that person’s portfolio management activities. Any covered employee not in observance of the above may be subject to a variety of disciplinary actions. Other Related Policies and Procedures We have adopted the Virtus Insider Trading Policy designed to mitigate the risks of our firm and its employees misusing and misappropriating any material non-public information that they may become aware of, either on behalf of our clients or for their own benefit. Personnel Page 33 of 42 | Part 2A of Form ADV, the Brochure  are not to divulge or act upon any material, non-public information, as defined under relevant securities laws and in our Insider Trading Policy. All employees, temporary employees, consultants, independent contractors, and family members are considered “Insiders” under the policy. Employees who have access to earnings information, mergers & acquisitions information and other material non-public information are “Restricted Insiders” subject to trading window closures for Virtus securities. In addition, all Insiders are banned from short selling, derivatives trading or hedging of Virtus securities. In addition to the above, our policies set limitations on and require reporting of gifts, entertainment, business meals, sponsorships, business building and charitable donations, whether given or received. Generally, our employees are prohibited from accepting or providing gifts or other gratuities from clients or individuals seeking to conduct business with us in excess of $250. Employees that are registered representatives of a broker dealer, VP Distributors, LLC, are prohibited from accepting or providing gifts or other gratuities from clients or individuals seeking to conduct business with us in excess of $100. Our personnel may, under certain conditions, be granted permission to serve as directors, trustees, or officers of outside organizations. Prior to doing so, approval must be provided by Compliance. A complete copy of our Code of Conduct and/or our Code of Ethics is available by sending a written request to Virtus Fixed Income Advisers, LLC, Stone Harbor division, Attn: Corporate Compliance, One Financial Plaza, Hartford, CT 06103 or by emailing a request to us at: InvestmentAdviser@virtus.com. B. Participation or Interest in Client Transactions and Personal Trading Subject to the provisions of the Code of Ethics, Stone Harbor’s officers and employees may from time to time acquire or sell for their personal accounts securities which may also be purchased or sold for the accounts of Stone Harbor’s clients. As described below and in Items 5 and 7 above, Stone Harbor has adopted policies and procedures to address conflicts that have the potential to arise as a result of Stone Harbor employees or related persons investing in the same securities that Stone Harbor Stone recommends to its clients. As stated above in Item 7, Stone Harbor’s portfolio managers and other personnel and VFIA affiliates may invest in the pooled investment vehicles that Stone Harbor manages, including providing seed capital for pooled investment vehicles that Stone Harbor has established and which are offered to external investors. Purchases and sales by Stone Harbor employees or related persons of shares in pooled investment vehicles that Stone Harbor manages are reported in accordance with the terms of VFIA’s personal trading policies and procedures. Moreover, Stone Harbor and VFIA’s affiliates act as investment adviser to numerous client Page 34 of 42 | Part 2A of Form ADV, the Brochure  accounts. Stone Harbor employees and VFIA affiliates may invest in securities they also recommend to clients and may give advice and take action with respect to client accounts they manage, or for their own accounts, that may differ from action taken by Stone Harbor or VFIA’s affiliates on behalf of other client accounts. As these situations may represent a potential conflict of interest, Stone Harbor and VFIA’s affiliates have adopted restrictive policies and procedures wherever deemed appropriate to detect and mitigate or prevent potential conflicts of interest. Stone Harbor and its employees are not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling any security that Stone Harbor, VFIA’s affiliates or their respective Access Persons, as defined under the 1940 Act and the Advisers Act, may buy or sell for their own accounts or for the accounts of any other client. Stone Harbor is not obligated to refrain from investing in securities held by client accounts that it manages except to the extent that such investments violate the Code of Ethics adopted by Stone Harbor, and the Virtus mutual funds or any other regulatory or client-imposed restrictions or guidelines. From time to time, Stone Harbor, its officers, directors, and employees may have interests in securities owned by or recommended to Stone Harbor clients. In addition, the existence of intercompany arrangements, business relationships and investment practices between Stone Harbor, its parent company and affiliates create the potential for conflicts of interest. Stone Harbor has adopted restrictive policies and procedures wherever deemed appropriate to detect and mitigate or prevent potential conflicts of interest. Known conflicts and Stone Harbor’s handling of such conflicts are disclosed below. Stone Harbor portfolio management and trading personnel may at times simultaneously purchase or sell the same investments for Stone Harbor clients as they purchase for accounts managed under dual-hatting relationships, or their own or related accounts. Restrictive policies and procedures for information protection, client account access, cross trading, and trade allocations have been implemented. Information sharing restrictions and policies and procedures have been implemented to protect client account information access. Due to the use of separate trading desks, it is possible that inadvertent cross-trades may occur between accounts managed by Stone Harbor and accounts managed by the other two divisions of VFIA, Newfleet and Seix. Potential cross-trades reports are reviewed on a regular basis by compliance personnel from each VFIA division to identify any inadvertent cross-trades. The facts and circumstances regarding any inadvertent cross- trades are investigated by compliance and documented. In addition, each VFIA division may compete for allocations of newly issued bonds and bank loans for their respective client accounts with similar investment guidelines or investment strategies. Seix, Newfleet and Stone Harbor will not share allocations of newly issued bonds and bank loans with each other. Stone Harbor has a policy of not purchasing or recommending the purchase of securities issued by its parent company, Virtus. This policy also applies to the voting securities of a publicly held company if a director or senior officer of Virtus or its affiliates sits on the board. Restricted security information is available on request. Page 35 of 42 | Part 2A of Form ADV, the Brochure  In connection with its investment activities, Stone Harbor may receive information that is not generally available to the public. Stone Harbor is not obligated to make such information available to its clients or to use such information to effect transactions for its clients. Also, at times, Stone Harbor’s partners or employees may come into possession of material, non-public information. Under applicable law, Stone Harbor is prohibited from improperly disclosing or using such information, including for the benefit of a client. As stated above VFIA maintains policies and procedures that preclude trading on the basis of, or taking any other action to take advantage of, material non-public information. These procedures may limit Stone Harbor from being able to purchase or sell securities of the issuer to whom the material, non-public information pertains. Item 12 – Brokerage Practices Stone Harbor generally has the authority to make all determinations regarding securities to be purchased or sold, the amount of such securities to be purchased or sold, the use of broker- dealers and commissions paid. In placing orders, Stone Harbor seeks to obtain best execution taking into account factors such as the overall performance and dealer’s spread or mark-up, general execution and operational facilities of the broker or dealer, the stability of the broker or dealer, execution and settlement capabilities, time required to negotiate and execute the trade and research services. While Stone Harbor generally seeks the best price in placing its orders, an account may not necessarily be paying the lowest price available. Stone Harbor allocates transactions according to its trade allocation policy. This policy is discussed above in Item 6. Stone Harbor does not utilize soft dollars and does not “pay-up” for research. Except as described below, Stone Harbor receives, without cost and unrelated to the execution of securities transactions, a broad range of research services from broker-dealers, including information on the economy, industries, groups of securities and individual companies, statistical information, market data, accounting and legal interpretations, political developments, pricing and appraisal services, credit analysis, risk measurement analysis, performance analysis and other information which may affect the economy and/or security prices. Stone Harbor may, however, pay for research in circumstances where it is necessary to comply with non-U.S. regulations related to the execution of transactions, such as the European MIFID II regulation. Stone Harbor may also pay broker-dealers and their affiliates from its own capital for certain specialized data and services, such as benchmark information, that are also unrelated to the execution of securities transactions. Certain pooled funds that Stone Harbor manages have entered into selling agreements with broker-dealers. To the extent that a broker-dealer places shares for any pooled fund that Stone Harbor manages, Stone Harbor could realize a benefit (i.e. additional fee revenue) if the broker- dealer activity causes the fund’s assets under management to increase. In selecting or recommending broker-dealers, Stone Harbor does not consider whether Stone Harbor, an affiliate or any fund managed by Stone Harbor receives client referrals from such broker-dealer. Furthermore, Stone Harbor does not select or Page 36 of 42 | Part 2A of Form ADV, the Brochure  recommend broker-dealers based upon financial, personal, blood and/or affinity relationships shared between the personnel of such broker-dealers and Stone Harbor. Certain Stone Harbor clients may be broker-dealers through which Stone Harbor may also execute transactions. Stone Harbor may be viewed as having an incentive to select these broker- dealers to execute client transactions. However, Stone Harbor has developed procedures that are intended to ensure that Stone Harbor is complying with its obligation to seek best execution. For example, on a periodic basis, Stone Harbor will monitor and evaluate the performance and execution capabilities of the broker-dealers through which Stone Harbor executes trades. Stone Harbor may accept directed brokerage arrangements, subject to several conditions, including, but not limited to, an understanding that Stone Harbor retains its obligation to seek best execution and that the client requesting such an arrangement provides Stone Harbor with targets for multiple broker-dealers. Stone Harbor generally executes foreign exchange transactions through broker–dealers it selects in its discretion. Stone Harbor will use a client’s custodian to execute foreign exchange transactions when mandated to by the client, due to local market restrictions or in situations when Stone Harbor believes the custodian offers best execution. For example, certain clients require all foreign currency transactions to be effected through the client’s designated custodian. A client may also select a custodian who does not permit third party execution in a particular local market. To the extent permitted by applicable law, Stone Harbor’s compliance policies and procedures, and a client’s investment management agreement and investment guidelines, Stone Harbor may exercise its discretion to execute “cross trades” between different clients subject to client consent and applicable policies and procedures. Cross trades may benefit clients on both sides of the trade by eliminating the need to pay a spread, mark-up, or commission to a counterparty. However, cross trades also present a potential conflict of interest because Stone Harbor represents the interests of both the selling account and the buying account in the same transaction. As a result, clients for whom Stone Harbor executes cross trades bear the risk that one counterparty to the cross trade may be treated more favorably than the other party, particularly in cases where one party pays Stone Harbor higher management fees. Additionally, there is a risk that the price of a security bought or sold through a cross trade may not be as favorable as it might have been had the trade been executed in the open market. Stone Harbor has adopted various procedures to seek to address potential conflicts of interest and risks involving cross trades. First, Stone Harbor always seeks to ensure that internal cross trades are fair and in the best interests of all participating accounts, and that only eligible clients participate. Second, Stone Harbor receives no additional fee, and seeks best execution for each participating client. Stone Harbor may also execute cross trades on behalf of clients subject to the Employee Retirement Income Security Act of 1974 (“ERISA”). Such transactions will be structured in accordance with the applicable requirements of ERISA. Page 37 of 42 | Part 2A of Form ADV, the Brochure  As noted in Item 6 above, Stone Harbor does periodically aggregate client trades. Clients participating in aggregated orders will generally receive the same average price. In certain instances, Stone Harbor may need to execute multiple trades in the same fixed- income security through different broker-dealers because a particular broker-dealer may not be able or willing to trade in the quantity or price that Stone Harbor seeks. In such cases, the aggregation of such orders is not practically possible as most trade orders for fixed-income securities are executed or filled when they are placed and as a result each fixed- income trade order placed with a different broker-dealer is considered a separate order and different accounts will not participate in an average price. Aggregation of trades will not be done across the three divisions of VFIA. As described in Item 13, Stone Harbor’s policy is to reimburse a client for losses resulting from a guideline breach or trade error that exceeds $30. From time to time, custodians or broker counterparties may also make a claim or claim payment in connection with Stone Harbor’s active management of a Client’s account. Claim payments are typically transaction expenses assessed by custodian banks as overdraft charges or by broker counterparties for compensation related to the counterparty’s use of funds. Stone Harbor maintains policies and procedures addressing such claims. Counterparties frequently establish de minimis amounts (typically $500.00) below which they will not reimburse the client for a claim. Stone Harbor has also established a de minimis amount of $500.00 below which it generally will not reimburse the client for a claim, unless Stone Harbor is responsible for the claim. For claims exceeding $500.00 that do not represent trade errors, Stone Harbor may elect, in its sole discretion, to reimburse the client for some or all of the claim amount. Further, the client may elect to pursue recovery of any claim amount directly from the counterparty. Item 13 – Review of Accounts Stone Harbor convenes a monthly investment policy meeting to discuss broad economic and financial trends, and to set global investment policy. Meeting participants include senior investment professionals across all fixed income asset classes. This monthly discussion addresses investment outlook in efforts to develop an investment framework across asset classes, extending over a 12-month period. Meeting participants seek to identify economic scenarios and alternative risk scenarios across the markets in order to determine possible areas of opportunity. In addition, Stone Harbor’s executive officers and portfolio managers meet periodically to review investment selections and opportunities, market developments, adherence to client objectives, and related matters of general relevance to various lines of Stone Harbor’s business. Portfolio managers responsible for a particular strategy monitor and review their respective client accounts periodically with a view to all facets of portfolio management, including client objectives, market diversification, yield and current market activity and trends. The appropriate senior portfolio manager reviews client investment profiles, generally on an annual basis. In addition, Compliance personnel conduct pre- and post-trade screening of accounts for compliance with client investment guidelines and restrictions, as well as with certain Page 38 of 42 | Part 2A of Form ADV, the Brochure  regulatory requirements. In connection with the oversight of client investment guidelines and trading, Compliance personnel and portfolio managers interact on a regular basis. Compliance personnel also help identify scenarios related to client investment guidelines monitoring, as determined by the specific client agreement. Stone Harbor’s clients generally receive annual and either monthly or quarterly written statements regarding their accounts that include details pertaining to the activity, yield and current market value of such accounts during the applicable reporting period. Depending on the nature of services to be provided and the client’s objective, however, Stone Harbor may provide reports to a client on other than a monthly or quarterly and annual basis and may vary the content of those written reports in consultation with that client. For clients with investment consultants, Stone Harbor may also provide reports to such client’s investment consultant in addition to or in lieu of providing reports to the client directly. Stone Harbor also may provide information directly to certain investment consultants about Stone Harbor’s strategies or market outlook in addition to any client specific reporting. As a result, clients who use the services of investment consultants may have access to more information about Stone Harbor and its strategies than clients who do not use the services of investment consultants, which could enable a client to make investment decisions based on information that other clients have not had the opportunity to consider. Clients may also receive monthly statements and confirmations of transactions from the custodian for the client’s account. Finally, investors in the pooled investment vehicles advised by Stone Harbor will receive various periodic and annual written reports as set forth in each such fund’s offering documents, and/or as required by regulation. Error Correction Policy Although Stone Harbor exercises due care in making and implementing its investment decisions and allocating its trades, nonetheless, guideline breaches and trade errors (including certain operational and settlement errors) inadvertently occur from time to time. When a breach or error occurs, Stone Harbor will seek to rectify the breach or error with an objective of putting the client in the position that it would have been in had the breach or error not occurred. Subject to the particular circumstances and applicable legal and contractual requirements, Stone Harbor may take various corrective steps, including but not limited to cancelling the trade, revising an allocation and reimbursing the client account. If the correction of the event of a breach or trade error results in a gain, the client retains the gain. If the client suffers a loss as a result of the breach or trade error that was caused by Stone Harbor, Stone Harbor will reimburse the client. Subject to specific contractual obligations, the client may receive compensation by wire, check or a reduction in the management fee. Stone Harbor generally will not reimburse de minimis losses ($30 or less). Stone Harbor employees escalate all guideline breaches and trade errors to senior management and clients as appropriate. The Chief Compliance Officer and as necessary senior management generally review all guideline breaches and trade errors on a periodic basis. Item 14 – Client Referrals and Other Compensation Page 39 of 42 | Part 2A of Form ADV, the Brochure  As discussed in Item 10, above, Stone Harbor has third-party promoter arrangements with Virtus International Management, LLP (“Virtus International”), and Virtus Global Partners PTE. LTD (“Virtus Singapore”), each of which is an affiliate of Stone Harbor, whereby Stone Harbor compensates those entities for referrals in certain circumstances. The compensation paid by Stone Harbor to Virtus International and Virtus Singapore for these referral arrangements generally is structured as being all or a portion of any variable compensation paid by the affiliate to its employee(s) relating to assets under management by Stone Harbor that were referred by such employee(s), and in some cases the compensation also includes a percentage of the affiliate’s costs with respect to employment of the individual(s). With respect to Stone Harbor’s sub-investment management of certain Irish-domiciled funds, Stone Harbor or any of its affiliates providing investment management to such funds, at its discretion and only where permitted by applicable law, can rebate, or cause to rebate, part or all of the investment management fees charged to any fund shareholder or use part of such investment management fees to remunerate certain financial intermediaries of such funds for services provided to fund shareholders. From time to time, Stone Harbor enters into referral or solicitation arrangements with non- affiliated persons or entities to which Stone Harbor pays fees for the referral of business. Any such arrangements are pursuant to written arrangements consistent with Rule 206(4)- 3 of the Advisers Act. Stone Harbor and/or the solicitation agent will make appropriate disclosures of such arrangements to the client. Any referral or solicitation fees are paid by Stone Harbor – the client does not bear the cost of such referral or solicitation fees, nor is the advisory fee higher than the advisory fee to other clients because of such payments. Item 15 – Custody Except as described in the paragraph below, VFIA does not maintain custody of client accounts. All clients’ accounts are held in custody by unaffiliated broker/dealers, banks, or other institutions. It is Stone Harbor’s understanding that custodians send statements directly to the account owners. Clients should carefully review these statements and should compare these statements to any account information provided by Stone Harbor. Though VFIA does not provide custodial services to Clients, under the SEC’s Custody Rule, VFIA is deemed to have custody in some situations due to the fact that one or more divisions of VFIA has the authority to inform the custodians of certain clients to remit investment advisory fees directly to VFIA. Item 16 – Investment Discretion Stone Harbor generally manages client accounts on a discretionary basis. Stone Harbor usually receives discretionary authority from the client at the outset of an advisory relationship to select the identity and amount of securities to be bought or sold. In all cases, however, such discretion is to be exercised in a manner consistent with the stated investment objectives, guidelines, and restrictions for the particular client account and by Page 40 of 42 | Part 2A of Form ADV, the Brochure  applicable law. For pooled investment vehicles, including, but not limited to, U.S. registered investment companies, collective investment trusts, private funds, and registered offshore funds such as Irish UCITS and Irish qualifying investor funds, Stone Harbor’s authority to trade securities may also be limited by the applicable offering documents (including, in the case of U.S. registered investment companies, the Prospectus and Statement of Additional Information). Investment guidelines and restrictions typically are agreed to by Stone Harbor and the client in writing. Item 17 – Voting Client Securities Stone Harbor will accept proxy voting responsibility at the request of a Client. Once Stone Habor accepts proxy voting responsibility, generally a Client will be allowed to request to vote its proxies on a particular solicitation and Stone Harbor will (if operationally possible) attempt to comply with the request. Where Stone Harbor is responsible to vote proxies for a Client, VFIA has a Proxy Committee (“Proxy Committee”) and is responsible for establishing policies and procedures designed to enable Stone Harbor to ethically and effectively discharge its fiduciary obligation to vote all applicable proxies on behalf of all discretionary Client accounts and funds. Annually (or more often as needed), the Proxy Committee will review, reaffirm and/or amend guidelines, strategies and proxy policies for all domestic and international Client accounts, funds and product lines. Stone Harbor’s policy is to vote all shares per the VFIA Proxy Policy unless the Client chooses a custom policy. In the case that a ballot item is not covered under the policy or is coded as case-by-case in VFIA’s policy, a research analyst or portfolio manager will review the available information and along with his/her knowledge of the company, will make a vote recommendation to the Proxy Committee. The Proxy Committee members consider the information and recommendation and vote on that ballot item. As reflected in the VFIA Proxy Policy, the Proxy Committee will affirmatively vote proxies for proposals that it interprets are deemed to be in the best economic interest of its Clients as shareholders and beneficiaries to those actions. Due to its diversified Client base, numerous product lines and affiliations, the Proxy Committee may determine a potential conflict exists in connection with a proxy vote based on the SEC guidelines. In such instances, the Proxy Committee will review the potential conflict to determine if it is material. Examples of material conflicts of interest which may arise could include those where the shares to be voted involve: 1. An issuer having substantial and numerous banking, investment, or other financial relationships with Seix, Newfleet or Stone Harbor; and 2. A senior officer of Seix, Newfleet or Stone Harbor serving on the board of a publicly held company. Although VFIA utilizes a pre-determined proxy voting policy, occasions may arise in which Page 41 of 42 | Part 2A of Form ADV, the Brochure  a conflict of interest could be deemed to be material. In this case, the Proxy Committee will determine the most fair and reasonable procedure to be followed in order to properly address all conflict concerns. The Proxy Committee may retain an independent fiduciary to vote the securities. Although VFIA does its best to alleviate or diffuse known conflicts, there is no guarantee that all situations have been or will be mitigated through Proxy Policy incorporation. VFIA utilizes the services of Institutional Shareholder Services, as its agent to provide certain administrative, clerical functional recordkeeping and support services related to VFIA’s proxy voting processes/procedures, which include, but are not limited to: 1. The collection and coordination of proxy material from each custodian for each Stone Harbor Client’s account(s); 2. The facilitation of the mechanical act of proxy voting, reconciliation, and disclosure for each Stone Harbor Client’s accounts(s), in accordance with VFIA’s Proxy Policies and the Proxy Committee’s direction; and 3. Required recordkeeping and voting record retention of all Stone Harbor proxy voting on behalf of Stone Harbor Clients. To obtain a copy of the complete proxy voting policies and procedures, or information about how Stone Harbor voted your proxies, please contact: the Chief Compliance Officer at Stone Harbor Investment Partners, 31 West 52nd Street, 17th Floor, New York, NY 10019; or via telephone at (212) 548-1200 for further information, questions and/or concerns regarding VFIA’s Proxy Policy; or to receive a complete copy of the Policy. Item 18 – Financial Information VFIA has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to Clients and has not been the subject of a bankruptcy proceeding. Page 42 of 42 | Part 2A of Form ADV, the Brochure