What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2022-02-25 compared with 2021-02-26 · 106 added, 100 removed, 148 unchanged (58% of the section changed)

2 unchanged sentences

We provide investment management and related services to individuals and institutions.

We use a multi-manager, multi-style approach, offering investment strategies from affiliated managers, each having its own distinct investment style, autonomous investment process and individual brand.

By offering a broad array of products, we believe we can appeal to a greater number of investors and have offerings across market cycles and through changes in investor preferences.

Our earnings are primarily driven by asset-based fees charged for services relating to these various products, including investment management, fund administration, distribution and shareholder services.

We offer investment strategies for individual and institutional investors in different product structures and through multiple distribution channels.

Our investment strategies are available in a diverse range of styles and disciplines, managed by a collection of differentiated investment managers.

We have offerings in various asset classes (equity, fixed income and alternative), geographies (domestic, international and emerging) market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental, quantitative and thematic).

We offer investment strategies for individual and institutional investors in different investment products and through multiple distribution channels.

Our investment strategies are available in a diverse range of styles and disciplines, managed by differentiated investment managers.

We have offerings in various asset classes (equity, fixed income, multi-asset and alternative), geographies (domestic, global, international and emerging), market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental, quantitative and specialty).

Our retail products include open-end funds and exchange traded funds ("ETFs") as well as closed-end funds and retail separate accounts.

5 unchanged sentences

We provide our affiliated managers with distribution, operational and administrative support, thereby allowing each manager to focus primarily on investment management.

We also use the investment management services of select unaffiliated managers to sub-advise certain of our open-end funds and ETFs.

We also use the investment management services of select unaffiliated managers to sub-advise certain of our open- and closed-end funds, ETFs and retail separate accounts.

We monitor our managers' services by assessing their performance, style and consistency and the discipline with which they apply their investment process.

2 unchanged sentences

(in billions)

Ceredex Value Advisors Open-end funds and institutional accounts Value Equity Strategies

Ceredex Value Advisors Open-end funds, institutional and intermediary-sold managed accounts

large-, mid- and small-cap domestic equities

Duff & Phelps Investment Management Closed- and open-end funds and institutional accounts Income Focused Strategies

global listed infrastructure, domestic, international real estate and energy

Kayne Anderson Rudnick Investment Management Open-end funds, institutional accounts, intermediary-sold managed accounts and private client accounts Quality-Oriented Equity Strategies

Duff & Phelps Investment Management Open- and closed-end funds, ETFs and intermediary-sold managed accounts

Income Focused Equities

global listed infrastructure, domestic, global, real asset and international real estate and energy

Kayne Anderson Rudnick Investment Management Intermediary-sold managed accounts, open-end funds, institutional accounts and private client accounts

Quality-Oriented Equity

small- to large-cap, including domestic, global, long/short, global dividend, international and emerging market strategies

Newfleet Asset Management Open- and closed-end funds, structured products, institutional accounts, ETFs and intermediary-sold managed accounts

Multi-Sector Fixed Income

multi-sector, enhanced core and dedicated sector strategies such as bank loans and high yield

NFJ Investment Group Intermediary-sold managed accounts, open- and closed-end funds, and institutional accounts

Global Value Equity

small- to large-cap, including domestic, global, international and emerging market strategies

Newfleet Asset Management Closed- and open-end funds, ETFs, institutional, private client accounts and structured products Multi-Sector Fixed Income Strategies

multi-sector, enhanced core strategies and dedicated sector strategies such as bank loans and high yield

Seix Investment Advisors Open-end funds, institutional, ETFs and structured products Investment Grade and Leveraged Finance Fixed Income Strategies

Seix Investment Advisors Institutional, open-end funds, structured products, intermediary-sold managed accounts, private client accounts and ETFs

Investment Grade and Leveraged Finance Fixed Income

high yield, bank loans, investment grade taxable, non-taxable and multi-sector strategies

Silvant Capital Management Open-end funds and institutional Growth Equity Strategies

Silvant Capital Management Institutional accounts, open-end funds and private client accounts

Growth Equity

including large-cap and small-cap

Sustainable Growth Advisers Institutional and private client accounts and open-end funds Global Growth Equity Strategies

Sustainable Growth Advisers Institutional accounts, intermediary-sold managed accounts, open-end funds and private client accounts

Global Growth Equity

large-cap growth strategies, including domestic, global, international and emerging markets

As of December 31, 2020, $10.5 billion in assets under management were managed by unaffiliated managers including an unaffiliated manager in which the Company holds a minority interest.

Westchester Capital Management Open-end funds and institutional accounts

merger arbitrage, multi-strategy and credit event

Our select unaffiliated subadvisers and their respective assets under management, products and strategies as of December 31, 2021 were as follows:

Unaffiliated Subadviser Products Strategies Assets

(in billions)

Allianz Global Investors Open- and closed-end funds and intermediary-sold managed accounts Various

domestic, global and international equity, fixed income, multi-asset and specialty

Vontobel Asset Management, Inc.

Open-end funds Global Growth Equity

international and global equity

Zevenbergen Capital Investments (1) Open-end funds High Growth Equity

domestic all-cap equity

Other Open-end funds and ETFs Various

domestic, international, global and specialty equity

(1) We hold a minority interest in this subadviser.

Our Investment Products

2 unchanged sentences

December 31, 2021

Fund assets (in billions)

Products (in billions)

Open-end funds (1) $ 77.2

4 unchanged sentences

Structured products 3.7

Total Long-Term 130.7

Liquidity (1) 1.5

Total Assets Under Management $ 187.2

(1) Represents assets under management in liquidity strategies, including in certain open-end funds and institutional accounts.

(1) Represents assets under management of U.S.

funds, global funds and variable insurance funds.

Open-End Funds

Our open-end mutual funds are offered in a variety of asset classes (domestic and international equity, taxable and non-taxable fixed income, and alternative investments), market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental, quantitative and thematic).

Our offshore funds are offered in select investment strategies to non-U.S.

Summary information about our open-end funds as of December 31, 2020 were as follows:

Asset Class Number of Funds Offered Total Assets Advisory Fee

Our open-end mutual funds are offered in a variety of asset classes (domestic, global and international equity, taxable and non-taxable fixed income, multi-asset and alternative investments), market capitalizations (large, mid and small), styles (growth, core and value) and investment approaches (fundamental, quantitative and specialty).

Our global funds are offered in select investment strategies to non-U.S.

Summary information about our open-end funds as of December 31, 2021 was as follows:

Asset Class Number of Funds Total Assets

(in millions)

1 unchanged sentence

Fixed Income 29 17,180 1.85 - 0.21

International/Global Equity 15 12,054 1.20-0.65

Alternatives 9 1,303 1.30-0.55

International Equity 13 9,194 1.20 - 0.60

Multi-Asset 4 8,600 0.75 - 0.45

Alternative 12 6,422 1.25 - 0.55

Specialty Equity 6 5,148 0.95 - 0.68

Global Equity 8 1,637 1.85 - 0.65

Total Open-End Funds 99 $ 77,227

1 unchanged sentence

The percentages listed represent the range of management advisory fees paid by the funds, from the highest to the lowest.

The range indicated includes the impact of breakpoints at which management advisory fees for certain of the funds in each fund type decrease as assets in the funds increase.

The range indicated includes the impact of breakpoints at which management advisory fees for certain of the funds in each fund type decrease as assets in such funds increase.

Subadvisory fees paid on funds managed by unaffiliated subadvisers are not reflected in the percentages listed.

Closed-End Funds

Our closed-end funds are offered in a variety of asset classes and various strategies such as infrastructure, energy and global multi-sector.

Our closed-end funds are offered in a variety of asset classes such as equity, fixed income and multi-asset and options.

We managed the following closed-end funds as of December 31, 2021, each of which is traded on the New York Stock Exchange:

Fund Type/Name Total Assets Advisory

Asset Class Number of Funds Total Assets

(in millions)

DNP Select Income Fund Inc.

$ 3,807 0.60-0.50 (1)

Virtus Total Return Fund Inc.

Duff & Phelps Utility and Infrastructure Fund Inc.

Duff & Phelps Select MLP and Midstream Energy Fund Inc.

Duff & Phelps Utility and Corporate Bond Trust Inc.

Virtus Global Multi-Sector Income Fund 196 0.95 (2)

DTF Tax-Free Income, Inc.

Multi-Asset 5 $ 8,171 1.00 - 0.50

Fixed Income 5 2,210 0.95 - 0.50

Equity 1 946 1.25

Alternatives 1 741 1.00

Total Closed-End Funds $ 12,068

(1) Percentage of average weekly net assets.

A range indicates that the fund has breakpoints at which management advisory fees decrease as assets in the fund increase.

(2) Percentage of average daily net assets of each fund.

(1) Percentage of average weekly or daily net assets.

The percentages listed represent the range of management advisory fees paid by the funds, from the highest to the lowest.

The range indicated includes the impact of breakpoints at which management advisory fees for certain of the funds in each fund type decrease as assets in such funds increase.

Subadvisory fees paid on funds managed by unaffiliated subadvisers are not reflected in the percentages listed.

Exchange Traded Funds

1 unchanged sentence

We managed the following ETFs as of December 31, 2021:

ETF Name Total Assets Advisory

Asset Class Number of Funds Total Assets

(in millions)

Virtus InfraCap U.S.

Preferred Stock ETF $ 225 0.140

Virtus Real Asset Income ETF 152 0.033

InfraCap MLP ETF 147 0.075

InfraCap REIT Preferred ETF 59 0.075

Virtus Reaves Utilities ETF 30 0.490

Virtus Terranova U.S.

Quality Momentum ETF 92 0.290

Virtus LifeSci Biotech Clinical Trials ETF 47 0.450

Virtus LifeSci Biotech Products ETF 29 0.450

Virtus WMC International Dividend ETF 5 0.280

Virtus Newfleet Multi-Sector Bond ETF 18 0.700

Virtus Newfleet Dynamic Credit ETF 6 0.550

Virtus Seix Senior Loan ETF 6 0.570

Virtus Private Credit Strategy ETF 21 0.467

Fixed Income 5 $ 650 0.57 - 0.14

Alternative 4 596 0.75 - 0.33

Equity 5 204 0.66 - 0.28

Multi-Asset 1 29 0.47

Total ETFs $ 1,479

(1) Percentage of average daily net assets of each fund.

(1) Percentage of average daily net assets.

The percentages listed represent the range of management advisory fees paid by the funds, from the highest to the lowest.

Subadvisory fees paid on funds managed by unaffiliated subadvisers are not reflected in the percentages listed.

2 unchanged sentences

Intermediary-sold managed accounts are individual investment accounts that are primarily contracted through intermediaries as part of investment programs offered to retail investors.

Summary information about our intermediary-sold managed accounts as of December 31, 2020 were as follows:

Summary information about our intermediary-sold managed accounts as of December 31, 2021 was as follows:

Asset Class Total Assets

(in millions)

Domestic equity $ 21,489

International equity 329

Investment grade 244

Domestic $ 34,373

Specialty 131

International 130

Leveraged finance 1,946

Investment grade 226

Multi-Asset 286

Alternative 1

7 unchanged sentences

Multi-Asset $ 6,777

Fixed Income 103

Investment grade 88

Leveraged finance 2

Total Private Client Accounts $ 6,917

5 unchanged sentences

(in millions)

Domestic equity $ 19,664

International equity 8,738

Domestic $ 24,291

International 1,390

Investment grade 5,152

Multi-sector 1,053

Leveraged finance 2,019

3 unchanged sentences

Structured Products

We act as collateral manager for structured finance products that primarily consist of collateralized loan obligations ("CLOs").

We managed the following structured products as of December 31, 2020:

Fund Name Inception Total Assets

(in millions)

Mountain View CLO IX Ltd.

Mountain View CLO 2017-1 Ltd.

Mountain View CLO 2016-1 Ltd.

Mountain View CLO XV Ltd.

Mountain View CLO 2017-2 Ltd.

Mountain View CLO XIV Ltd.

Mountain View CLO 2013-1 Ltd.

Mountain View CLO X Ltd.

Newfleet CLO 2016-1 Ltd.

Mountain View CLO 2014-1 Ltd.

Broderick CDO 1 Ltd.

Total Structured Products $ 4,060

We act as collateral manager for structured finance products of 11 collateralized loan obligations ("CLOs") with aggregate assets of $3.7 billion having a range of fees (senior plus subordinate) from 0.35% to 0.14%.

Other Fee Earning Assets

Other fee earning assets include assets for which we provide services for an asset-based fee but do not serve as the investment adviser.

Other fee earning assets are not included in our assets under management.

At December 31, 2021, we had $3.8 billion of other fee earning assets.

Our Investment Management, Administration and Shareholder Services

13 unchanged sentences

Investment Management Fees

We provide investment management services pursuant to investment management agreements through our affiliated investment advisers (each an "Adviser").

With respect to our funds, the Adviser provides overall investment management services, pursuant to agreements with the funds.

We provide investment management services through our affiliated investment advisers (each an "Adviser") pursuant to investment management agreements.

We earn fees based on each fund's average daily or weekly net assets with most fee schedules providing for rate declines or "breakpoints" as asset levels increase to certain thresholds.

For funds managed by subadvisers, the day-to-day investment management of the fund's portfolio is performed by the subadviser, which receives a management fee based on a percentage of the Adviser's management fee.

Each fund bears all expenses associated with its operations.

In some cases, to the extent total fund expenses exceed a specified percentage of a fund's average net assets, the Adviser has agreed to reimburse the funds for such excess expenses.

Each fund bears all expenses associated with its

In some cases, to the extent total fund expenses exceed a specified percentage of a fund's average net assets, the Adviser has agreed to reimburse the fund's expenses in excess of that level.

For retail separate accounts and institutional accounts, investment management fees are negotiated and based primarily on portfolio size and complexity, individual client requests and investment strategy capacity, as appropriate.

In certain instances, institutional fees may include performance related fees.

Generally, we are entitled to performance related fees only if the returns on the portfolios exceed agreed upon periodic or cumulative return targets, primarily benchmark indices.

In certain instances, institutional fees may include performance related fees, generally earned if the returns on the portfolios exceed agreed upon periodic or cumulative return targets, primarily benchmark indices.

Fees for structured finance products, for which we act as the collateral manager, consist of senior, subordinated and, in certain instances, incentive management fees.

2 unchanged sentences

Administration Fees

We provide various administrative fund services to our open-end mutual funds, ETFs and certain of our closed-end funds.

We provide various administrative services to our open-end mutual funds, ETFs and the majority of our closed-end funds.

We earn fees based on each fund's average daily or weekly net assets.

10 unchanged sentences

Our sales efforts are supported by regional sales professionals, a national account relationship group and separate teams for ETFs and the retirement and insurance channels.

Our retail separate accounts are distributed through financial intermediaries and directly to private clients by teams at our affiliated managers.

Our retail separate accounts are distributed through financial intermediaries and directly to private clients by teams at our affiliated investment managers.

Our institutional services are marketed through relationships with consultants as well as directly to clients.

2 unchanged sentences

We operate a broker-dealer that is registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is a member of the Financial Industry Regulatory Authority ("FINRA").

Our broker-dealer serves as the principal underwriter and distributor of our open-end mutual funds and ETFs under sales agreements with unaffiliated financial intermediaries, provides market advisory services to sponsors of retail separate accounts, and is also a program manager and distributor of a qualified tuition plan under Section 529 of the Internal Revenue Code ("529 Plan").

Our broker-dealer is subject to the net capital rule of the Securities and Exchange Commission (the "SEC"), which is designed to enforce minimum standards regarding the general financial condition and liquidity of broker-dealers.

7 unchanged sentences

Each open-end mutual fund, closed-end fund and ETF is registered with the SEC under the Investment Company Act of 1940, as amended (the "Investment Company Act").

Our offshore funds are subject to regulation by the Central Bank of Ireland (the "CBI"), and the funds and each investment manager and sub-investment manager are also registered with the CBI.

Our global funds are registered with and subject to regulation by the Central Bank of Ireland.

The financial services industry is highly regulated, and failure to comply with related laws and regulations can result in the revocation of registrations, the imposition of censures or fines and the suspension or expulsion of a firm and/or its employees from the industry.

Most aspects of our investment management business are subject to various U.S.

federal and state laws and regulations.

All of our U.S.-domiciled open-end mutual funds are generally available for sale and are qualified in all 50 states, Washington, D.C., Puerto Rico, Guam and the U.S.

Virgin Islands.

Our offshore funds are sold to both retail investors who are not citizens or residents of the United States or non-U.S.

Our global funds are sold to both retail investors who are not citizens or residents of the United States or are non-U.S.

institutional clients.

Most aspects of our investment management business, including the business of the unaffiliated subadvisers, are subject to various U.S.

federal and state laws and regulations.

Our officers, directors and employees may, from time to time, own securities that are also held by one or more of our funds.

3 unchanged sentences

Human Capital

We believe our value as a company derives from the talents and diversity of our employees.

We foster a dynamic, entrepreneurial, and collaborative environment where talented people excel and are recognized and rewarded for their contributions.

We are committed to creating and maintaining an equitable, welcoming and inclusive environment that promotes respect for every employee.

As of December 31, 2020, we employed 581 employees and operated offices in seven states.

As of December 31, 2021, we employed 668 employees and we operate offices in the United States and United Kingdom.

We strive to attract and retain talented individuals by creating an environment of excellence and opportunity that serves as a foundation for all employees to reach their potential and make meaningful contributions to the organization.

▪ We engage with employees in all areas of the organization to raise the awareness of, and advance, our diversity and inclusion efforts and ensure the greatest alignment of resources with business priorities.

▪ We offer career enhancement opportunities to maximize each employee's potential and develop leaders throughout the organization.

▪ We provide an education assistance program with tuition reimbursement for employees who wish to continue their education to secure increased responsibility and growth within their careers.

We have competitive salaries and offer a comprehensive suite of benefits, including programs that support wellness, financial security, and professional development.

▪ We regularly assess and benchmark our compensation and benefit practices and conduct internal and external pay comparisons to assist us in ensuring that employees are compensated fairly, equitably and competitively.

▪ We offer career enhancement opportunities to maximize each employee's potential and develop leaders throughout the organization.

▪ We provide an education assistance program with tuition reimbursement for employees who wish to continue their education to secure increased responsibility and growth within their careers.

▪ We offer benefits that promote financial and personal security including comprehensive insurance coverage, matching 401(k) employee contributions, an employee stock purchase plan and employee reimbursement of work-related expenses.

3 unchanged sentences

The departure of our key investment personnel could cause us to lose certain client accounts, which could adversely affect our business.

We believe our value as a company derives from the talents and diversity of our employees, and we are committed to creating and maintaining an environment where every employee is treated with dignity and respect.

The collective sum of our individual differences, backgrounds, unique skills, and life experiences creates an environment where employees and the company can achieve the highest levels of performance.

Our programs and practices in:

(i) workforce diversity, (ii) inclusive culture (iii) community participation, (iv) employee involvement, and (v) philanthropy, are designed to help us deliver on our commitment to maintaining an organization that is diverse, equitable, and inclusive for all employees.

▪ We collaborate with organizations, institutions, and referral sources to identify diverse talent pools and increase the diversity of potential candidates.

▪ We prohibit any form of discrimination and have no tolerance for harassment in any form or any behavior that may contribute to a hostile, intimidating, unwelcoming, and/or inaccessible work environment.

▪ We engage with employees across the organization to raise the awareness of and advance our diversity and inclusion efforts.

▪ We and our employees have a rich history of community engagement and philanthropic activities that support the diverse needs of the communities in which we have a business presence.

Available Information

1 unchanged sentence

Reports, proxy statements and other information regarding issuers that file electronically with the SEC, including our filings, are also available to the public on the SEC's website at http://www.sec.gov.

A copy of our Corporate Governance Principles, our Code of Conduct and the charters of our Audit Committee, Compensation Committee, Governance Committee and Risk and Finance Committee are posted on our website at http://ir.virtus.com under "Corporate Governance" and are available in print to any person who requests copies by contacting Investor Relations by email to:

A copy of our Corporate Governance Principles, our Code of Conduct and the charters of our Audit Committee, Compensation Committee, and Governance Committee are posted on our website at http://ir.virtus.com under "Corporate Governance" and are available in print to any person who requests copies by contacting Investor Relations by email to:

investor.relations@virtus.com or by mail to Virtus Investment Partners, Inc., c/o Investor Relations, One Financial Plaza, Hartford, CT 06103.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business