Virtus Opportunities Trust

Sector

Percentage of Total
Investments

Financials

Multi-Sector Intermediate Bond Fund

Financials

Senior Floating Rate

Consumer Discretionary

Wealth Masters Fund

Consumer Discretionary

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 100 F Street, NE, Washington, DC 20549. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

This report is not authorized for distribution to prospective investors in the Funds presented in this book unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, each Fund’s record and other pertinent information.

Whenever you have questions about your account, or require additional information, please visit us on the Web at www.virtus.com or call our shareowner service group toll-free at 1-800-243-1574.

Performance data quoted represents past results. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of a Virtus Opportunities Trust Fund (each, a “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares; and (2) ongoing costs, including investment advisory fees, distribution and service fees, and other expenses. Class I shares are sold without sales charges. For further information regarding applicable sales charges, see Note 1 in the Notes to Financial Statements. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given for your Fund under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Hypothetical Example for Comparison Purposes

The second section of the accompanying table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not your Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in your Fund and other funds. To do so, compare these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of the other funds.

Please note that the expenses shown in the accompanying table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges or contingent deferred sales charges. Therefore, the second section of the accompanying table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. The calculations assume no shares were bought or sold during the period. Your actual costs may have been higher or lower, depending on the amount of your investment and the timing of any purchases or redemptions.


Expense Table
	Beginning Account Value April 1, 2013		Ending Account Value September 30, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Bond Fund
Actual
Class A	$	1,000.00	$	979.30		0.85	%	$	4.22
Class B		1,000.00		976.10		1.60			7.93
Class C		1,000.00		976.10		1.60			7.93
Class I		1,000.00		980.80		0.60			2.98
Hypothetical (5% return before expenses)
Class A		1,000.00		1,020.75		0.85			4.32
Class B		1,000.00		1,016.95		1.60			8.12
Class C		1,000.00		1,016.95		1.60			8.12
Class I		1,000.00		1,022.02		0.60			3.05
CA Tax-Exempt Bond Fund
Actual
Class A	$	1,000.00	$	967.50		0.85	%	$	4.19
Class I		1,000.00		968.70		0.60			2.96
Hypothetical (5% return before expenses)
Class A		1,000.00		1,020.75		0.85			4.32
Class I		1,000.00		1,022.02		0.60			3.05
Disciplined Equity Style Fund
Actual
Class A	$	1,000.00	$	1,120.40		1.60	%	$	8.50
Class C		1,000.00		1,117.10		2.35			12.47
Class I		1,000.00		1,122.20		1.35			7.18
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.95		1.60			8.12
Class C		1,000.00		1,013.14		2.35			11.93
Class I		1,000.00		1,018.22		1.35			6.85
Disciplined Select Bond Fund
Actual
Class A	$	1,000.00	$	955.70		1.40	%	$	6.86
Class C		1,000.00		954.10		2.15			10.53
Class I		1,000.00		957.90		1.15			5.64
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.96		1.40			7.11
Class C		1,000.00		1,014.15		2.15			10.91
Class I		1,000.00		1,019.23		1.15			5.84
Disciplined Select Country Fund
Actual
Class A	$	1,000.00	$	1,083.10		1.70	%	$	8.88
Class C		1,000.00		1,079.40		2.45			12.77
Class I		1,000.00		1,084.90		1.45			7.58
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.44		1.70			8.63
Class C		1,000.00		1,012.63		2.45			12.44
Class I		1,000.00		1,017.71		1.45			7.36
Herzfeld Fund
Actual
Class A	$	1,000.00	$	983.20		1.60	%	$	7.95
Class C		1,000.00		980.00		2.35			11.66
Class I		1,000.00		984.20		1.35			6.72
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.95		1.60			8.12
Class C		1,000.00		1,013.14		2.35			11.93
Class I		1,000.00		1,018.22		1.35			6.85


Expense Table
	Beginning Account Value April 1, 2013		Ending Account Value September 30, 2013		Annualized Expense Ratio			Expenses Paid During Period*
High Yield Fund
Actual
Class A	$	1,000.00	$	997.60		1.15	%	$	5.76
Class B		1,000.00		993.90		1.90			9.50
Class C		1,000.00		993.90		1.90			9.50
Class I		1,000.00		998.90		0.90			4.51
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.23		1.15			5.84
Class B		1,000.00		1,015.42		1.90			9.65
Class C		1,000.00		1,015.42		1.90			9.65
Class I		1,000.00		1,020.50		0.90			4.57
Low Volatility Equity Fund**
Actual
Class A	$	1,000.00	$	1,024.00		1.55	%	$	4.73
Class C		1,000.00		1,021.00		2.30			7.00
Class I		1,000.00		1,025.00		1.30			3.97
Hypothetical (5% return before expenses since inception)
Class A		1,000.00		1,010.36		1.55			4.71
Class C		1,000.00		1,008.08		2.30			6.98
Class I		1,000.00		1,011.12		1.30			3.95
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.20		1.55			7.87
Class C		1,000.00		1,013.39		2.30			11.68
Class I		1,000.00		1,018.47		1.30			6.60
Multi-Sector Intermediate Bond Fund
Actual
Class A	$	1,000.00	$	984.40		1.10	%	$	5.47
Class B		1,000.00		980.70		1.85			9.19
Class C		1,000.00		980.90		1.85			9.19
Class I		1,000.00		985.70		0.85			4.23
Hypothetical (5% return before expenses)
Class A		1,000.00		1,019.48		1.10			5.58
Class B		1,000.00		1,015.68		1.85			9.39
Class C		1,000.00		1,015.68		1.85			9.39
Class I		1,000.00		1,020.75		0.85			4.32
Senior Floating Rate Fund
Actual
Class A	$	1,000.00	$	1,009.10		1.20	%	$	6.04
Class C		1,000.00		1,006.30		1.95			9.81
Class I		1,000.00		1,011.40		0.95			4.79
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.98		1.20			6.09
Class C		1,000.00		1,015.17		1.95			9.90
Class I		1,000.00		1,020.25		0.95			4.82
Wealth Masters Fund
Actual
Class A	$	1,000.00	$	1,149.90		1.45	%	$	7.81
Class C		1,000.00		1,144.90		2.20			11.83
Class I		1,000.00		1,151.60		1.20			6.47
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.71		1.45			7.36
Class C		1,000.00		1,013.90		2.20			11.17
Class I		1,000.00		1,018.98		1.20			6.09

Represents shares of foreign companies traded in U.S. dollars on U.S. exchanges that are held by a U.S. bank or a trust. Foreign companies use ADRs in order to make it easier for Americans to buy their shares.

The Barclays California Municipal Bond Index measures long term investment grade, tax-exempt and fixed rate bonds issued in California. The index is calculated on a total return basis. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The Barclays U.S. High Yield 2% Issuer Capped Bond Index is a market capitalization-weighted index that measures fixed rate non-investment grade debt securities of U.S. and non-U.S. corporations. No single issuer accounts for more than 2% of market cap. The index is calculated on a total return basis. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The Barclays U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The central bank of the United States, responsible for controlling the money supply, interest rates and credit with the goal of keeping the U.S. economy and currency stable. Governed by a seven-member board, the system includes 12 regional Federal Reserve Banks, 25 branches and all national and state banks that are part of the system.

Herzfeld Composite Index (60% MSCI AC World Index (net)/40% Barclays U.S. Aggregate Bond Index)

The composite index consists of 60% MSCI AC World Index (net) and 40% Barclays U.S. Aggregate Bond Index. The MSCI AC World Index (net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The Barclays U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. The indexes are unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

The MSCI AC World Index (net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The MSCI EAFE^® Index (net) is a free float-adjusted market capitalization-weighted index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

A bond which pays interest in the form of additional bonds, or preferred stock which pays dividends in the form of additional preferred stock.

A government monetary policy occasionally used to increase the money supply by buying government securities or other securities from the market. Quantitative easing increases the money supply by flooding financial institutions with capital in an effort to promote increased lending and liquidity.

A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties.

The Russell 3000^® Index is a market capitalization-weighted index that measures the performance of the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The S&P 500^® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The S&P/LSTA Leveraged Loan Index is a daily total return index that uses LSTA/LPC Mark-to-Market Pricing to calculate market value change. On a real-time basis, the Index tracks the current outstanding balance and spread over LIBOR for fully funded term loans. The facilities included in the Index represent a broad cross section of leveraged loans syndicated in the United States, including dollar-denominated loans to overseas issuers. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

An ADR which is issued with the cooperation of the company whose stock will underlie the ADR. Sponsored ADRs generally carry the same rights normally given to stockholders, such as voting rights. ADRs must be sponsored to be able to trade on a major U.S. exchange such as the New York Stock Exchange (NYSE).

Securities purchased on a when-issued or forward commitment basis are also known as delayed delivery transactions. Delayed delivery transactions involve a commitment by a Fund to purchase or sell a security at a future date, ordinarily up to 90 days later. When-issued or forward commitments enable a Fund to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates.

The Fund is diversified and has an investment objective of high total return from both current income and capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 0.17%, Class B shares returned -0.50%, Class C shares returned -0.51%, and Class I shares returned 0.49%. For the same period, the Barclays U.S. Aggregate Bond Index, which serves as the broad-based and style-specific benchmark index appropriate for comparison, returned -1.68%.

All performance figures assume reinvestment of distributions and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

How did the market perform during the Fund’s fiscal year?

Most fixed income spread sectors (the non-governmental sectors of the fixed income markets) outperformed U.S. Treasuries during the Fund’s fiscal year. The overall economic picture continued to be supportive of spread sectors as growth expectations remained positive but subdued enough to likely keep inflation at low levels and the Fed from raising short-term interest rates in the immediate future. Spread sectors were also supported by an overall improvement in the U.S. macroeconomic environment, positive credit fundamentals, and continued demand for spread product.

Despite the rally, there were periods of volatility during the year as headwinds still exist. Various factors, including uncertainty surrounding the impact of the U.S. presidential elections, the “fiscal cliff,” and the effects of subsequent tax increases and sequestration, resulted in periods of weakness. Despite resolution of these issues, ambiguity remains relative to the Fed’s hint at the possibility of tapering bond purchases by the end of the year (which would mark the beginning of the end of quantitative easing), the looming U.S. debt ceiling debate, and overall global growth concerns.

Over the last 12 months, yields increased across the U.S. Treasury curve and the curve steepened.

What factors affected the Fund’s performance during its fiscal year?

The outperformance of fixed income spread sectors relative to U.S. Treasuries was the key driver of the Fund’s strong performance for the year.

Among fixed income sectors, the Fund’s allocation to corporate high yield securities, high yield bank loans, non-agency commercial mortgage-backed securities, and corporate high quality securities were significant positive contributors to performance for the fiscal year.

The Fund’s non-U.S. dollar allocation detracted from performance as did its Yankee bonds to a lesser extent.

The preceding information is the opinion of portfolio management. Any such opinions are subject to change at any time based upon market or other conditions and should not be relied upon as investment advice. Past performance is no guarantee of future results, and there is no guarantee that market forecasts will be realized.

There is no guarantee that the Fund will meet its objective.

Debt securities are subject to various risks, the most prominent of which are credit and interest rate risk. The issuer of a security may fail to make payments in a timely manner. Values of debt securities may rise and fall in response to changes in interest rates. This risk may be enhanced with longer-term maturities. Changes in interest rates can cause both extension and prepayment risks for asset and mortgage-backed securities. These securities are also subject to risks associated with the repayment of underlying collateral. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. There is a greater level of credit risk and price volatility involved with high-yield securities than investment grade securities.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁵: A Shares: Gross 1.03%, Net 0.85%; B Shares: Gross 1.78%, Net 1.60%; C Shares: Gross 1.78%, Net 1.60%; I Shares: Gross 0.78%, Net 0.60%.

All returns represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above table and graph below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of shares. Please visit Virtus.com for performance data current to the most recent month-end.

This chart assumes an initial investment of $10,000 made on September 30, 2003, for Class A, Class B, Class C, and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective to obtain a high level of current income exempt from California state and local income taxes, as well as federal income tax, consistent with the preservation of capital.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned -2.12% and Class I shares returned -1.88%. For the same period, the Barclays U.S. Aggregate Bond Index, a broad-based fixed income index, returned -1.68%, and the Barclays California Municipal Bond Index, the Fund’s style-specific benchmark appropriate for comparison, returned -1.37%.

How did the market perform during the Fund’s fiscal year?

The municipal bond market experienced weak absolute performance over the past 12 months as municipal interest rates increased by 0.70% in 10 years and by over 1.25% in 30 years.

The pressure from rising U.S. Treasury yields, headline news surrounding Detroit’s bankruptcy filing, and Puerto Rico’s growing fiscal challenges resulted in significant outflows from open-end municipal bond mutual funds as their net asset values turned negative.

According to the Investment Company Institute, open-end municipal bond mutual funds have experienced over $48 billion in outflows since March 2013. This constant wave of outflows has driven municipal yields higher as mutual funds are forced to sell securities to meet investor redemptions. Municipal bond fund outflows over the past seven months now exceed the $44 billion-plus of outflows from November 2010 to May 2012 induced by the comments of Wall Street banking analyst Meredith Whitney.

Detroit’s bankruptcy filing in late July cast a shadow of concern over the municipal bond market and was a likely cause for some of the outflows. Decades of job losses and a decreasing population amounted to a crisis that can only be solved by declaring bankruptcy, according to the city’s emergency manager Kevyn Orr. Detroit currently owes about $20 billion, with $9.5 billion representing pension and healthcare-related obligations.

Puerto Rico, with approximately $70 billion of outstanding debt, is another large municipal issuer that has been in the news recently. The island’s fundamental credit profile remains very weak and is likely to remain so for the foreseeable future in light of persistent budget deficits, high unemployment, extremely low pension fund levels, and high debt servicing requirements. As a result of our continued negative view on Puerto Rico’s credit profile, exposure has been eliminated.

While there have been plenty of negative news reports surrounding Detroit’s bankruptcy filing and Puerto Rico’s growing credit problems, we don’t believe they paint an accurate picture of the broader credit profile of the municipal market. Municipal bonds remain one of the lowest risk asset classes, with credit metrics for the vast majority of municipalities continuing to improve as the economy recovers and tax revenues rebound. State revenue growth continues to improve following the recession, and while revenues are not quite back to pre-recession levels, the credit profile of many municipalities is meaningfully better. Specifically, California is expected to experience its first budget surplus in many years, mostly the result of increased revenues from higher sales and income taxes and effective austerity measures. As such, we do not expect default risk to become a systemic problem for the municipal bond sector. Underfunded pensions will likely be an ongoing challenge for municipalities and continues to be a concern that we will monitor closely.

Entering the fourth quarter of 2013, the municipal market is keeping a close eye on the Fed’s plan for tapering asset purchases, news out of Detroit on its bankruptcy proceedings, and Puerto Rico’s fiscal condition and ability to finance its ongoing budget deficits. Expectations for the remainder of the year are for continued levels of manageable supply, slowing but continued demand for tax-exempt income, improving municipal credit fundamentals, and minimal disruption expected by tax reform discussions.

September’s rebound in the municipal market helped mitigate the decline of the prior four months and gave reason for optimism. Should fund outflows moderate and reverse while the new bond supply remains light, the market could experience positive momentum going forward. If the municipal market fails to return to positive territory during the fourth quarter of 2013, it would be only the fourth year that the Barclays Municipal Bond Index posted a negative return since 1983.

What factors affected the Fund’s performance during its fiscal year?

The relative performance of the Fund benefited from the portfolio’s lower exposure to long maturity bonds and the sale of Puerto Rico municipal bond exposure in February.

The Fund’s exposure to discount coupon bonds, and a higher quality focus earlier in the year negatively impacted its relative performance.

There is no guarantee that the Fund will meet its objective.

Debt securities are subject to various risks, the most prominent of which are credit and interest rate risk. The issuer of a security may fail to make payments in a timely manner. Values of debt securities may rise and fall in response to changes in interest rates. This risk may be enhanced with longer-term maturities. A fund that focuses its investments in a particular geographic location will be highly sensitive to financial, economic, political, and other developments affecting the fiscal stability of that location. Events negatively impacting a municipal security, or the municipal bond market in general, may cause the fund to decrease in value. A portion of income may be subject to some state and/or local taxes and, for certain investors, a portion may be subject to the federal alternative minimum tax.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.
General Revenue	20	%
General Obligation	20
Pre-Refunded	17
Transportation Revenue	9
Water & Sewer Revenue	9
Medical Revenue	6
Development Revenue	6
Other (includes short-term investments)	13

Total	100	%

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.05%, Net 0.85%; I Shares: Gross 0.80%, Net 0.60%.

This chart assumes an initial investment of $10,000 made on September 30, 2003 for Class A shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of seeking capital appreciation.

For the fiscal period December 18, 2012 (inception date) through September 30, 2013, the Fund’s Class A shares at NAV returned 25.75%*, Class C shares returned 25.02%*, and Class I shares returned 25.96%.* For the same period, the S&P 500^® Index, a broad-based equity index, returned 18.18%*, and the Russell 3000^® Index the Fund’s style-specific benchmark appropriate for comparison returned 19.94%*.

* Returns less than 1 year are not annualized.

How did the market perform during the Fund’s fiscal period?

Amid growing concerns over slowing economic growth in European and emerging countries, U.S. investors seemed to focus domestically, especially on companies with domestic revenue and growth opportunities. This led to large rallies in small-capitalization securities and the relative outperformance of growth versus value equities.

The broad market rallied significantly throughout the year, pulling back only slightly in the second quarter on concerns over a tapering of the Federal Reserve’s quantitative easing programs.

Despite concerns about growth abroad and Fed tapering, as of September 30, 2013, the Russell 3000^® Index returned 19.94% since the Fund’s inception on December 18, 2012.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 2.09%, Net 1.83%; C Shares: Gross 2.84%, Net 2.58%; I Shares: Gross 1.84%, Net 1.58%.

This chart assumes an initial investment of $10,000 made on December 18, 2013 (inception date of the Fund), for Class A, Class C, and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of high total return from current income and capital appreciation.

For the fiscal period December 18, 2012 (inception date) through September 30, 2013, the Fund’s Class A shares at NAV returned -4.53%*, Class C shares returned -4.95%*, and Class I shares returned -4.28%.* For the same period, the Barclays U.S. Aggregate Bond Index, a broad-based fixed income index, returned -1.47%*.

* Returns less than 1 year are not annualized.

How did the market perform during the Fund’s fiscal period?

2013 proved to be a difficult year for fixed income securities due to concerns about rising U.S. interest rates.

The second quarter, in particular, was a rates-driven quarter, with 10-year Treasury rates climbing to near two-year highs on speculation of future tapering of bond purchases by the Fed. 7-Year Treasuries climbed 0.73%, while in comparison, 20-year Treasuries only rose 0.52%.

Inflation-protected instruments were hit particularly hard across the entire yield curve, with 20-year TIPS rising the least, at 0.96%.

What factors affected the Fund’s performance during its fiscal period?

There were few positions of safety over the year for the portfolio to move into. Duration, expressed in years, measures how sensitive a bond (or bond portfolio) is to interest rate changes. The higher a bond’s duration, the more sensitive it is to a rate change. When interest rates rise, bond prices go down. The Fund tactically reallocated towards the lowest duration position – credit-based securities – in the second quarter of 2013 and was able to avoid the majority of significant losses in Treasury Inflation-Protected Securities (TIPS).

At the end of the fiscal year, the Fund’s benchmark, the Barclays U.S. Aggregate Bond Index returned -1.47% since the Fund’s inception on December 18, 2012. As of this writing, the effective duration for the Index is approximately five years, while the approximate duration for the Fund is seven to ten years (depending on portfolio construction). Due to the Fund’s higher duration, it closed out the fiscal year underperforming the benchmark.

The preceding information is the opinion of portfolio management. Any such opinions are subject to change at any time based on market or other conditions and should not be relied upon as investment advice. Past performance is no guarantee of future results and there is no guarantee that market forecasts will be realized.

There is no guarantee that the Fund will meet its objectives.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.
Exchange Traded Funds	99	%
Other (includes short-term investments)	1

Total	100	%

Debt securities are subject to various risks, the most prominent of which are credit and interest rate risk. The issuer of a security may fail to make payments in a timely manner. Values of debt securities may rise and fall in response to changes in interest rates. This risk may be enhanced with longer-term maturities. The value of an ETF may be more volatile than the underlying portfolio of securities the ETF is designed to track. The costs of owning the ETF may exceed the cost of investing directly in the underlying securities. There is a greater level of credit risk and price volatility involved with high yield securities than investment grade securities. Securities in the fund may go up or down in response to the prospects of individual companies and general economic conditions. Price changes may be short or long term. U.S. government securities may be subject to price fluctuations. An agency may default on an obligation not backed by the United States. Any guarantee on U.S. government securities does not apply to the value of the fund’s shares

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.81%, Net 1.59%; C Shares: Gross 2.56%, Net 2.34%; I Shares: Gross 1.56%, Net 1.34%.

This chart assumes an initial investment of $10,000 made on December 18, 2012 (inception date of the Fund), for Class A, Class C, and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of seeking capital appreciation.

For the fiscal period December 18, 2012 (inception date) through September 30, 2013, the Fund’s Class A shares at NAV returned 13.40%*, Class C shares returned 12.80%*, and Class I shares returned 13.70%.* For the same period, S&P 500^® Index, a broad-based equity index, returned 18.18%*, and the MSCI EAFE^® Index (net), the Fund’s style-specific benchmark appropriate for comparison, returned 16.31%*.

* Returns less than 1 year are not annualized.

How did the market perform during the Fund’s fiscal period?

Despite fourth quarter 2012 concerns over potentially slowing growth in Europe and reduced economic growth forecasts for emerging markets, the MSCI EAFE^® Index (net) posted double-digit returns from the Fund’s inception on December 18, 2012 through the end of its fiscal year on September 30, 2013.

International equities diverged from U.S. equities in the second quarter of 2013, with the S&P 500^® Index gaining 2.9%, while the MSCI EAFE^® Index (net) lost 1.0%. This divergence corrected in the third quarter of 2013, with the MSCI EAFE^® Index (net) posting an 11.56% return and the S&P 500^® Index only gaining 5.25% as the Fed and U.S. Congress introduced more uncertainty into the market.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 2.50%, Net 2.21%; C Shares: Gross 3.25%, Net 2.96%; I Shares: Gross 2.25%, Net 1.96%.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of seeking capital appreciation and current income.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 5.10%, Class C shares returned 4.36%, and Class I shares returned 5.41%. For the same period, the MSCI AC World Index (net), a broad-based fixed equity index returned 17.73%, the Barclays U.S. Aggregate Bond Index returned -1.68% and the Herzfeld Fund Composite Index the Fund’s style specific benchmark appropriate for comparison returned 9.66%.

How did the markets perform during the Fund’s fiscal year?

The Herzfeld Fund invests in all types of closed-end funds, including those that focus on equity and bond markets as well as funds that invest domestically and globally. There was a divergence in performance of these categories over the course of the fiscal year, which was in line with performance of the underlying sectors. From September 2012 through mid-May 2013, both equity and bond categories turned in strong performances.

On May 22, 2013, Federal Reserve Chairman Ben Bernanke’s comments that the Fed’s policy of open market bond purchases may be tapered before year-end turned out to be a pivotal market event. Fear that interest rates were poised to rise caused widespread selling in fixed income markets and pressure on the net asset values (NAVs) and share prices of closed-end income funds.

Investors redeemed bond-specialist open-end mutual funds as long-term yields rose. Selling by mutual funds to raise cash to meet these redemptions further exacerbated pressure on underlying bond markets.

What factors affected the Fund’s performance during its fiscal year?

One of the Fund’s primary investment themes is to take advantage of inefficiencies in the closed-end

fund market. Portfolio holdings are added when discounts are wider than the average discount for all closed-end funds, similar closed-end funds, and/or wider than the average discount for a particular closed-end fund. Turbulence in underlying markets during the latter part of the Fund’s fiscal year resulted in underperformance; however, it provided opportunities to add positions at attractive valuations to potentially benefit when valuations recover.

The average valuation of all closed-end funds as measured by premiums and discounts widened by 7.10 percentage points, from an average premium of 0.38% on September 30, 2012 to a discount of 6.72% on September 30, 2013.

The average discount of the bond fund category widened even more dramatically, by 9.27 percentage points, from an average premium of 3.24% to an average discount of 6.03%.

Equity markets were also impacted by the negative sentiment surrounding the bond market correction, and they experienced additional volatility between June and September. Discounts for all closed-end equity categories widened over the course of the fiscal year. In particular, the average discount of specialized equity funds, many of which focus on providing income, widened by 4.61 percentage points from a discount of -3.3% as of September 30, 2012 to a discount of 7.94% as of September 30, 2013.

Approximately three-quarters of all closed-end funds use leverage. The primary reason they do so is to boost earnings and distributions to common shareholders; however, leverage also has the effect of magnifying changes in NAV. This means that closed-end funds tend to outperform in rising markets and underperform in falling markets. Over the past fiscal year, leverage resulted in the closed-end bond funds in the portfolio underperforming underlying bond markets, in general.

A combination of discounts widening and negative share price returns for the majority of closed-end funds in our investment universe made it difficult for the Fund to keep pace with its benchmark.

The Fund had a particularly large cash position of 36% in mid-March 2013 and coming into the bond

market declines. This available cash was used to buy into market weakness and discount widening.

The Fund was overweight equity closed-end funds versus bond-specialist funds earlier in the year, which helped performance. After February, a larger portion of available cash was deployed into bond fund holdings. The shift in allocations is summarized here:



	February 28, 2013			May 31, 2013			September 30, 2013
Equity Funds		52	%		57	%		58	%
Bond Funds		21	%		30	%		28	%
Cash		27	%		13	%		14	%

The Fund took advantage of corporate actions for underlying holdings during the year. For instance, the Fund participated in tender offers for five holdings in the portfolio. Tender offers for closed-end funds typically allow shareholders to submit their holding in exchange for a price at or close to NAV. The number of shares accepted for payment varies depending on the terms of the offer and overall level of participation.

The Fund also participated in two rights offerings during the period, another type of corporate action. Rights offerings permit shareholders to buy additional shares of a fund at a specified discount to the market price and/or NAV per share. This allowed the Fund to buy shares at attractive entry prices, typically at wider discounts than the average for that particular fund. In addition, while not participating in other ongoing rights offerings, the Fund was able to purchase funds whose share prices were under pressure from rights offerings.

The percentage of the Fund allocated to closed-end bond fund holdings was increased aggressively following the bond market downturn in May. To a certain extent, the Fund suffered from being too early in entering those sectors of the market as prices of bond funds continued to decline and discounts continued to widen.

Closed-end municipal bond funds were added to the portfolio in late May and accounted for approximately 5.2% of holdings as of September 30, 2013. Both underlying municipal bonds and closed-end municipal bond funds continue to be out-of-favor, putting pressure on share prices.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

A defensive allocation of a precious metals-specialist fund was a drag on performance over the entire fiscal period.

Our holdings in emerging market economies were also hard hit after Fed Chairman Bernanke’s Congressional testimony on May 22, 2013. For instance, our equity allocations to funds specializing in Thailand, Indonesia, and Singapore, which comprised 4.75% of the Fund before that date, lagged the MSCI AC World Index (net). Our fixed income allocations to the Asian and emerging market debt funds, which comprised 4.28% of the Fund prior to that date, underperformed our fixed income benchmark, the Barclays U.S. Aggregate Bond Index.

Closed-end fund investors tend to overreact to negative news. This has resulted in sustained wide discounts since late May, and we expect discount levels to remain under pressure through 2013 year-end. Seasonal factors related to repositioning of investors’ portfolios for tax purposes typically result in the widest discounts occurring at or near calendar year-ends. We expect this will continue to put pressure on performance through calendar year 2013.

The preceding information is opinion of portfolio management. Any such opinions are subject to change at any time based on market or other conditions and should not be relied upon as investment advice. Past performance is no guarantee of future results and there is no guarantee that market forecasts will be realized.

There is no guarantee that the Fund will meet its objectives.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.
Fixed Income Funds	28	%
Equity Funds	28
International Equity Funds	23
International Fixed Income Funds	3
Municipal Bond Funds	5
Convertible Funds	4
Other (includes short-term investments)	9

Total	100	%

Closed-end funds may trade at a discount from their net asset values, which may affect whether the fund will realize gains or losses. They may also employ leverage, which may increase volatility. The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. Debt securities are subject to various risks, the most prominent of which are credit and interest rate risk. The issuer of a security may fail to make payments in a timely manner. Values of debt securities may rise and fall in response to changes in interest rates. This risk may be enhanced with longer-term maturities. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. U.S. government securities may be subject to price fluctuations. An agency may default on an obligation not backed by the United States. Any guarantee on U.S. government securities does not apply to the value of the fund’s shares. Because the fund can invest in other funds, it indirectly bears its proportionate share of the operating expenses and management fees of the underlying fund(s). For additional information on these and other risk considerations, please see the fund’s prospectus.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 2.84%, Net 2.58%; C Shares: Gross 3.59%, Net 3.33%; I Shares: Gross 2.59%, Net 2.33%.

This chart assumes an initial investment of $10,000 made on September 5, 2012 (inception date of the Fund), for Class A, Class C, and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has a primary investment objective of high current income and a secondary objective of capital growth.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 5.98%, Class B shares returned 5.06%, and Class C shares returned 5.00%. Class I shares returned 6.25%. For the fiscal year ended September 30, 2013, the Barclays U.S. Aggregate Bond Index, a broad-based fixed income index, returned -1.68%, and the Barclays U.S. High-Yield 2% Issuer Capped Bond Index, the Fund‘s style-specific index appropriate for comparison, returned 7.14%.

How did the market perform during the Fund’s fiscal year?

High yield was the best-performing fixed income sector over the past year among the 14 sectors that we focus on. The high yield sector benefited from a benign credit environment, low default rate, the lack of a maturity wall, and massive liquidity being pumped into the global economy by large global central banks.

Although interest rates have risen over the year, their rise has been tempered by the excessive political bickering in Washington D.C. and the Fed not reigning in the effects from its latest quantitative easing (QE) program. The high yield sector has continued to be viewed by investors as the best place to invest if income is a priority.

Investors were rewarded by taking credit risk over the past year as CCC-rated bonds handily outpaced single-B’s and even more so BB’s. In general, the lack of a downturn in credit quality and lower duration of CCC’s helped spur the outperformance.

Fundamentals have remained strong within the high yield sector as the default rate has stayed well below the historical average. Technicals have been mixed, with issuance continuing at the torrid pace of the last 18-24 months despite large negative outflows that permeated the asset class for much of 2013.

What factors affected the Fund’s performance during its fiscal year?

The outperformance of the high yield sector contributed to the positive return for the Fund for the fiscal year.

Positive contributors to the Fund during the year were issue selection within the high yield sector, as well as some of our deliberate overweights and underweights within certain industries.

An overweight that helped performance was the aerospace/defense industry, while three underweights (media-cable, health care, and pipelines) also made positive performance contributions. The out-of-index bet on asset-backed securities was also another positive contributor.

Detractors from performance were two-fold: 1) looking outside of the benchmark for alpha, with a bet on emerging markets and residential mortgage-backed securities, and 2) poor issue selection within the banking, supermarkets, and independent energy industries.

There is no guarantee that the Fund will meet its objectives.

Debt securities are subject to various risks, the most prominent of which are credit and interest rate risk. The issuer of a security may fail to make payments in a timely manner. Values of debt securities may rise and fall in response to changes in interest rates. This risk may be enhanced with longer-term maturities. There is a greater level of credit risk and price volatility involved with high-yield securities than investment grade securities. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.31%, Net 1.15% B Shares: Gross 2.06%, Net 1.90% C Shares: Gross 2.06%, Net 1.90% Class I: Gross 1.06% Net 0.90%.

This chart assumes an initial investment of $10,000 made on September 30, 2003, for Class A, Class B, and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective to maximize current income while preserving capital.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 2.59%, Class B shares returned 1.83%, Class C shares returned 1.90%, and Class I shares returned 2.85%. For the same period, the Barclays U.S. Aggregate Bond Index, which is both the Fund’s broad-based and style-specific fixed income index, returned -1.68%.

How did the market perform during the Fund’s fiscal year?

Over the last 12 months, yields increased across the U.S. Treasury curve and the curve steepened.

What factors affected the Fund’s performance during its fiscal year?

The outperformance of fixed income spread sectors relative to U.S. Treasuries was the key driver of the Virtus Multi-Sector Intermediate Bond Fund’s strong performance for the fiscal year.

Among fixed income sectors, the Fund’s allocation to corporate high yield securities, high yield bank loans, corporate high quality, non-agency commercial mortgage-backed securities, and non-agency residential mortgage-backed securities were all significant positive contributors to performance for the fiscal year.

During the fiscal year, the Fund’s allocation to the non-U.S. dollar sector detracted from performance, as did our higher quality bias in the corporate high yield sector as lower quality outperformed.

There is no guarantee that the Fund will meet its objective.

Debt securities are subject to various risks, the most prominent of which are credit and interest rate risk. The issuer of a security may fail to make payments in a timely manner. Values of debt securities may rise and fall in response to changes in interest rates. This risk may be enhanced with longer-term maturities. There is a greater level of credit risk and price volatility involved with high-yield securities than investment grade securities. Changes in interest rates can cause both extension and prepayment risks for asset-backed securities and mortgage-backed securities. These securities are also subject to risks associated with the repayment of underlying collateral. There may be no ready market for loan participation interests. The fund may have to sell the interests at a substantial discount. Such interests are subject to the credit risk of the underlying corporate borrower. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: 1.13%, B Shares: 1.88%, C Shares: 1.88%, I Shares: 0.88%.

The index is unmanaged and not available for direct investment; therefore, its performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of high total return from both current income and capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 4.84%, Class C shares returned 4.15%, and Class I shares returned 5.21%. For the same period, the Barclays U.S. Aggregate Bond Index, a fixed income index, returned -1.68%, and the S&P/LSTA Leveraged Loan Index, the Fund’s style-specific benchmark, returned 5.00%.

How did the market perform during the Fund’s fiscal year?

The U.S. leveraged bank loan market, as represented by the S&P/LSTA Leveraged Loan Index, returned 5.0% for the fiscal year ended September 30, 2013, outperforming most other fixed income sectors with the exception of high yield. A combination of factors led to the strong relative performance of bank loans, including strong technicals due to broad demand for the asset class, a strong credit environment with below-average defaults, and rising U.S. Treasury rates.

Within the bank loan market, lower quality rating tiers outperformed over the past year as a result of very liquid capital markets, strong fundamentals, and robust demand from CLOs (collateralized bond obligations) and retail investors. Specifically, distressed, CCC/Split-CCC, not rated, and single-B loans outperformed the index, while BB loans underperformed the index.

Bank loans have performed very well over the past year given investors’ increased concern over rising interest rates and in an environment where the 10 year Treasury yield increased by 0.98% from near-record lows to 2.61% as of September 30, 2013. Bank loan market fundamentals remain strong as defaults have risen modestly to the 2.5% range but remain below the long-term average of 3.2%. Technicals have improved over the past year due

to a combination of strong retail fund flows, growing CLO demand, and modest net new issuance.

What factors affected the Fund’s performance during its fiscal year?

The positive return of the U.S. leveraged bank loan market contributed to the positive return for the Fund during the year.

Overall, positive issue selection relative to the index benefited performance. Specifically, the Fund’s issue selection within the wireless, information technology, aerospace, and energy sectors helped performance. Issue selection within the diversified media, consumer durables, and financial sectors detracted from performance.

Also making positive contributions to performance were the Fund’s out-of-index sector allocation to high yield and remaining fully invested. Security selection in the CCC and not rated credit tiers and an overweight to the split-B credit tier relative to the index contributed positively to performance.

An underweight to the distressed credit tier and selection within the split BB credit tier detracted from Fund performance relative to the index.

There is no guarantee that the Fund will meet its objective.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.24%, Net 1.20%; C Shares: Gross 1.99%, Net 1.95%; I Shares: Gross 0.99%, Net 0.95%.

This chart assumes an initial investment of $10,000 made on January 31, 2008 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of seeking capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 30.09%, Class C shares returned 29.11%, and Class I shares returned 30.37%. For the same period, the S&P 500^® Index, a broad-based equity index, and the Fund’s style-specific benchmark, returned 19.34%.

How did the markets perform during the Fund’s fiscal year?

During the 12-month fiscal period, the broader equity markets appreciated considerably, with the S&P 500^® Index (“S&P”) returning 19.34%. However, the S&P components, by and large, did not experience improvements in their operating results commensurate with their stock price appreciation.

In the first half of 2013, the 20 largest companies in the S&P generated revenues, on average, approximately 2.5% higher than in the prior year. Many of these companies have operating margins at or near their historic peaks, following cutbacks made in the wake of the financial crisis of 2008. Therefore, one must question whether the underlying companies have the revenue growth or margin expansion potential necessary for the S&P to deliver satisfactory returns going forward.

What factors affected the Fund’s performance during its fiscal year?

The Virtus Wealth Masters Fund is designed to track the Horizon Kinetics ISE Wealth Index (“Wealth Index”). The Wealth Index is composed of publicly-listed companies owned and operated by the wealthiest, most successful investors, business executives, and entrepreneurs in the United States (“owner-operators”). The Fund allows investors to readily leverage the business acumen of the highly-skilled individuals represented in the Wealth Index.

The Fund’s outperformance relative to its benchmark is largely explained by the predictive variables underlying the construction of the Wealth Index. The main criteria for inclusion in the Wealth Index are that the companies must have a wealthy individual in a decision-making role who must also own a significant vested interest in the common equity of the company. This provides an element of risk control to the Fund’s strategy; management’s equity stake suggests that the interests of company management are aligned with the interests of the common equity shareholders.

By virtue of an owner-operator’s significant personal capital at risk, he or she generally enjoys greater freedom of action and an enhanced ability to focus on building long-term business value (e.g., shareholders’ equity). The owner-operator’s main avenue to personal wealth is derived from the long-term appreciation of common equity shares, not from the stock option grants, bonuses, or salary increases resulting from meeting short-term financial targets that typically serve as incentives for non- owner-operators.

The Wealth Index is rebalanced quarterly, and uses an equal-weighting methodology. At the sector level, the Fund was overweight in consumer discretionary stocks relative to the benchmark, which contributed to outperformance.

At the stock level, the five largest contributors to performance, and their owner-operators, were Tesla Motors, Inc. (Elon Musk), Nike, Inc. (Philip Knight), Starz LLC (John Malone), OPKO Health, Inc. (Phillip Frost), and Pharmacyclics, Inc. (Robert Duggan).

The five largest detractors from performance were NovaGold Resources, Inc. (Thomas Kaplan), Apollo Group, Inc. (Peter Sperling), American Eagle Outfitters, Inc. (Jay Schottenstein), Broadcom Corp. (Henry Samueli), and RealPage, Inc. (Stephen Winn).

There is no guarantee the fund will meet its objective.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.
Consumer Discretionary	37	%
Financials	16
Information Technology	16
Industrials	9
Health Care	6
Energy	5
Materials	5
Other (includes short-term investments)	6

Total	100	%

The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund. The performance of the fund and its index may vary somewhat due to factors such as fund flows, transaction costs, and timing differences associated with additions to and deletions from its index.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.68%, Net 1.45%; C Shares: Gross 2.43%, Net 2.20%; I Shares: Gross 1.43%, Net 1.20%.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.


	PAR VALUE			VALUE
MUNICIPAL BONDS—0.4%

Georgia—0.3%
Rockdale County Water & Sewerage Authority, Taxable 3.060%, 7/1/24	$	255		$	238


Michigan—0.1%
City of Flat Rock Finance Authority, Taxable Series A, 6.750%, 10/1/16		65			68
TOTAL MUNICIPAL BONDS (Identified Cost $321)					306

FOREIGN GOVERNMENT SECURITIES—5.3%
Bolivarian Republic of Venezuela
RegS 12.750%, 8/23/22⁽⁴⁾		245			245
RegS 8.250%, 10/13/24⁽⁴⁾		125			95
Commonwealth of Australia New South Wales Treasury Corp. Series 17 5.500%, 3/1/17		190	^AUD		190
Commonwealth of New Zealand Series 415, 6.000%, 4/15/15		120	^NZD		104
Federation of Russia Series 6207 8.150%, 2/3/27		10,050	^RUB		325
Hellenic Republic
2.000%, 2/24/23⁽²⁾		130	^EUR		110
2.000%, 2/24/27⁽²⁾		185	^EUR		134
Kingdom of Morocco 144A 4.250%, 12/11/22⁽³⁾		270			246
Kingdom of Norway Series 21 Treasury Bill, 0.000%, 12/18/13		1,150	^NOK		191
Mongolia 144A 5.125%, 12/5/22⁽³⁾		200			171
Republic of Colombia 4.375%, 3/21/23		490,000	^COP		232
Republic of Croatia 144A 6.375%, 3/24/21⁽³⁾		280			289
Republic of Indonesia
Series FR-30, 10.750%, 5/15/16		1,745,000	^IDR		163
Series FR63, 5.625%, 5/15/23		1,478,000	^IDR		103
Republic of Peru 144A 7.840%, 8/12/20⁽³⁾		575	^PEN		239
Republic of Philippines 4.950%, 1/15/21		6,000	^PHP		149
Republic of Portugal Treasury Obligation 4.950%, 10/25/23		130	^EUR		154
Republic of Turkey 9.000%, 3/8/17		340	^TRY		170
Republic of Uruguay 4.375%, 12/15/28⁽¹¹⁾		5,089	^UYU		248


	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—continued
United Mexican States
Series M, 6.000%, 6/18/15		6,990	^MXN	$	553
4.750%, 3/8/44	$	515			466
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $4,991)					4,577

MORTGAGE-BACKED SECURITIES—21.7%

Agency—7.9%
FHLMC
7.500%, 4/1/14		1			1
7.000%, 4/1/16		6			6
7.000%, 1/1/33		94			110
5.000%, 12/1/35		54			60
FNMA
7.000%, 5/1/14		1			1
6.000%, 10/1/14		21			21
6.500%, 6/1/16		34			36
6.000%, 7/1/17		21			22
5.500%, 9/1/17		44			46
5.000%, 4/1/20		134			142
5.000%, 8/1/21		41			43
6.000%, 5/1/29		58			64
6.500%, 5/1/30		2			3
7.500%, 3/1/31		47			55
7.000%, 7/1/31		40			45
7.000%, 9/1/31		53			60
6.500%, 3/1/32		42			46
5.500%, 4/1/36		118			129
5.500%, 9/1/36		348			380
6.000%, 9/1/37		32			35
6.000%, 1/1/38		65			72
6.000%, 2/1/38		66			73
6.000%, 3/1/38		351			390
6.000%, 7/1/38		852			941
6.000%, 8/1/38		172			191
6.000%, 8/1/38		330			361
6.000%, 8/1/38		640			702
6.000%, 8/1/38		38			41
5.000%, 6/1/39		1,110			1,213
5.000%, 9/1/39		275			298
5.500%, 9/1/39		572			624
4.500%, 9/1/40		407			440
GNMA
8.500%, 11/15/22		—	⁽¹⁰⁾		—	⁽¹⁰⁾
6.500%, 9/15/28		57			63
7.500%, 9/15/29		87			100

					6,814


Non-Agency—13.8%
A-10 Securitization LLC 13-1, B 144A 4.120%, 11/15/25⁽³⁾		260			258
Banc of America (Merrill Lynch) Commercial Mortgage, Inc. 05-2, B 5.291%, 7/10/43⁽²⁾		440			460
Banc of America Funding Corp. 04-B, 2A1 5.452%, 11/20/34⁽²⁾		150			148


	PAR VALUE		VALUE
Non-Agency—continued
Banc of America Mortgage Securities, Inc. 05-3, 1A15 5.500%, 4/25/35	$	213	$	218
Bayview Commercial Asset Trust 08-1, A2A, 144A 1.179%, 1/25/38⁽²⁾⁽³⁾		244		241
BCAP LLC Trust 06-RR1, PE 5.000%, 11/25/36		500		500
Bear Stearns Commercial Mortgage Securities, Inc.
06-PW13, AM 5.582%, 9/11/41⁽²⁾		235		257
07-T28, A3 5.793%, 9/11/42		904		920
07- PW15, RAM 5.363%, 2/11/44		250		254
Citigroup – Deutsche Bank Commercial Mortgage Trust 06-CD2, A3 5.547%, 1/15/46⁽²⁾		1,335		1,381
Countrywide Home Loan Mortgage Pass-Through-Trust 04-6, 1A2 2.695%, 5/25/34⁽²⁾		486		479
Credit Suisse Commercial Mortgage Trust 13-IVR3, A2, 144A 3.000%, 5/25/43⁽²⁾⁽³⁾		262		243
Credit Suisse First Boston Mortgage Securities Corp. 04-CF2, 1M1, 144A 5.250%, 1/25/43⁽²⁾⁽³⁾		235		254
Extended Stay America Trust 13-ESH7, A27, 144A 2.958%, 12/5/31⁽³⁾		270		264
Goldman Sachs Mortgage Securities Corp. II 07-GG10, A4 5.993%, 8/10/45⁽²⁾		950		1,054
Greenwich Capital Commercial Funding Corp. 07-GG9, A4 5.444%, 3/10/39		145		161
JPMorgan Chase Commercial Mortgage Securities Trust
10-CNTR, A1, 144A 3.300%, 8/5/32⁽³⁾		419		438
06-LDP7, AM 6.056%, 4/15/45⁽²⁾		475		522
JPMorgan Chase Mortgage Trust 04-A4, 2A1 2.463%, 9/25/34⁽²⁾		374		378
Morgan Stanley Capital I Trust
07-T27, A4 5.816%, 6/11/42⁽²⁾		565		638
05-IQ10, A4B 5.284%, 9/15/42⁽²⁾		855		905
08-T29, A4 6.459%, 1/11/43⁽²⁾		650		756
07-IQ14, A4 5.692%, 4/15/49⁽²⁾		300		333
07-IQ14, AM 5.875%, 4/15/49⁽²⁾		190		194
Motel 6 Trust 12-MTLB, D, 144A 3.781%, 10/5/25⁽³⁾		270		262


	PAR VALUE		VALUE
Non-Agency—continued
SMA Issuer I LLC 12-LV1, A, 144A 3.500%, 8/20/25⁽³⁾	$	68	$	68
Washington Mutual Mortgage Pass-Through Certificates 03-S11, 3A5 5.950%, 11/25/33		341		359

				11,945
TOTAL MORTGAGE-BACKED SECURITIES
(Identified Cost $18,373)				18,759

ASSET-BACKED SECURITIES—4.4%
Avis Budget Rental Car Funding LLC (AESOP) 12-3A, A, 144A 2.100%, 3/20/19⁽³⁾		375		374
Centre Point Funding LLC 12-2A, 1, 144A 2.610%, 8/20/21⁽³⁾		432		434
Countrywide Asset-Backed Certificates 05-1, AF5A 5.497%, 7/25/35⁽²⁾		317		306
Fairway Outdoor Funding LLC 12-1A, A2, 144A 4.212%, 10/15/42⁽³⁾		156		156
GSAA Home Equity Trust 05-12, AF3W 4.999%, 9/25/35⁽²⁾		258		256
Orange Lake Timeshare Trust 12-AA, A 144A 3.450%, 3/10/27⁽³⁾		125		129
Santander Drive Auto Receivables Trust
12-2, D 3.870%, 2/15/18		500		516
13-1, D 2.270%, 1/15/19		215		210
Security National Mortgage Loan Trust 04-1A, AF3, 144A 6. 420%, 6/25/32⁽²⁾⁽³⁾		299		241
Sierra Timeshare Receivables Funding, LLC 12-3A, A 144A 1.870%, 8/20/29⁽³⁾		315		316
Silverleaf Finance XV LLC 12-D, A 144A 3.000%, 3/17/25⁽³⁾		177		178
TAL Advantage I LLC 13-1A, A 144A 2.830%, 2/22/38⁽³⁾		283		273
Tidewater Auto Receivables Trust 12-AA, B 144A 2.430%, 4/15/19⁽³⁾		215		214
Westgate Resorts LLC 12-2A, A 144A 3.000%, 1/20/25⁽³⁾		233		234
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $3,877)				3,837

CORPORATE BONDS—55.4%

Consumer Discretionary—6.3%
Activision Blizzard, Inc. 144A 6.125%, 9/15/23⁽³⁾		220		222


	PAR VALUE		VALUE
Consumer Discretionary—continued
American Axle & Manufacturing, Inc. 6.250%, 3/15/21	$	220	$	228
Bon-Ton Department Stores, Inc. (The) 8.000%, 6/15/21		165		155
Boyd Gaming Corp. 9.000%, 7/1/20		200		218
Brookfield Residential Properties, Inc. 144A 6.500%, 12/15/20⁽³⁾		215		217
Claire’s Stores, Inc. 144A 9.000%, 3/15/19⁽³⁾		210		234
Clear Channel Communications, Inc. 144A 9.000%, 12/15/19		90		89
Clear Channel Worldwide Holdings, Inc. Series B 7.625%, 3/15/20		175		182
Dana Holding Corp. 5.375%, 9/15/21		205		202
General Motors Co. 144A 3.500%, 10/2/18⁽³⁾		175		175
Hilton Worldwide Finance LLC (Hilton Worldwide Finance Corp.) 144A 5.625%, 10/15/21⁽³⁾		220		221
Hot Topic, Inc. 144A 9.250%, 6/15/21⁽³⁾		100		103
Isle of Capri Casinos, Inc. 5.875%, 3/15/21		210		198
KOC Holding AS 144A 3.500%, 4/24/20⁽³⁾		200		170
Landry’s, Inc. 144A 9.375%, 5/1/20⁽³⁾		260		276
Live Nation Entertainment, Inc. 144A 7.000%, 9/1/20⁽³⁾		185		194
Meritor, Inc. 6.750%, 6/15/21		170		169
MGM Resorts International 6.750%, 10/1/20		215		226
Mohegan Tribal Gaming Authority 144A 9.750%, 9/1/21⁽³⁾		155		163
PNK Finance Corp. 144A 6.375%, 8/1/21⁽³⁾		175		179
QVC, Inc. 144A 4.375%, 3/15/23		265		247
Seminole Hard Rock Entertainment, Inc. (Seminole Hard Rock International LLC) 144A 5.875%, 5/15/21⁽³⁾		65		62
ServiceMaster Co. 7.000%, 8/15/20		160		152
Six Flags Entertainment Corp. 144A 5.250%, 1/15/21⁽³⁾		235		224
Station Casinos LLC 7.500%, 3/1/21		230		244
Taylor Morrison Communities, Inc. 144A 5.250%, 4/15/21⁽³⁾		265		248


	PAR VALUE		VALUE
Consumer Discretionary—continued
Toll Brothers Finance Corp. 6.750%, 11/1/19	$	180	$	200
United Artists Theatre Circuit, Inc. Series BD-1 9.300%, 7/1/15⁽⁵⁾⁽⁶⁾		10		10
Wyndham Worldwide Corp. 5.625%, 3/1/21		235		254

				5,462


Consumer Staples—1.3%
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21⁽³⁾		145		154
CVS Pass-Through-Trust 144A 7.507%, 1/10/32⁽³⁾		245		296
Flowers Foods, Inc. 4.375%, 4/1/22		275		272
Ingles Markets, Inc. 144A 5.750%, 6/15/23⁽³⁾		170		165
Reynolds American, Inc. 3.250%, 11/1/22		295		272

				1,159


Energy—5.6%
Calumet Specialty Products Partners LP (Calumet Finance Corp.) 9.625%, 8/1/20		160		178
CHC Helicopter SA 9.250%, 10/15/20		160		171
Chesapeake Energy Corp. 5.375%, 6/15/21		215		215
Compagnie Generale de Geophysique-Veritas 6.500%, 6/1/21		200		205
Ecopetrol SA 5.875%, 9/18/23		135		140
El Paso Pipeline Partners Operating Co. LLC 7.500%, 11/15/40		505		618
EPL Oil & Gas, Inc. 8.250%, 2/15/18		280		297
Gazprom OAO (Gaz Capital SA) 144A 3.850%, 2/6/20⁽³⁾⁽⁹⁾		430		410
Novatek OAO (Novatek Finance Ltd.) 144A 4.422%, 12/13/22⁽³⁾⁽⁹⁾		285		262
Petrobras International Finance Co. 5.375%, 1/27/21		515		517
Petroleos de Venezuela SA RegS 8.500%, 11/2/17⁽⁴⁾		310		282
Petroleos Mexicanos 3.500%, 1/30/23		355		323
Petropower I Funding Trust 144A 7.360%, 2/15/14⁽³⁾⁽⁶⁾		11		11
Phillips 66 5.875%, 5/1/42		340		357


	PAR VALUE			VALUE
Energy—continued
QGOG Constellation SA 144A 6.250%, 11/9/19⁽³⁾	$	220		$	209
Regency Energy Partners LP (Regency Energy Finance Corp.) 144A 4.500%, 11/1/23⁽³⁾		200			182
Weatherford International Ltd. 4.500%, 4/15/22		310			307
Williams Cos., Inc. (The) 3.700%, 1/15/23		200			181

					4,865


Financials—24.0%
Air Lease Corp. 4.750%, 3/1/20		215			211
Aircastle Ltd.
6.250%, 12/1/19		225			239
7.625%, 4/15/20		200			222
Akbank TAS 144A 7.500%, 2/5/18⁽³⁾		375	^TRY		169
Alfa Bank OJSC (Alfa Bond Issuance plc) RegS 7.875%, 9/25/17⁽⁴⁾⁽⁹⁾		250			276
Allstate Corp. (The) 5.750%, 8/15/53⁽²⁾		310			302
ALROSA Finance SA 144A 7.750%, 11/3/20⁽³⁾		240			268
Avis Budget Car Rental LLC 5.500%, 4/1/23		265			246
Banco de Credito e Inversiones 144A 4.000%, 2/11/23⁽³⁾		275			251
Banco Santander Brasil SA 144A 8.000%, 3/18/16⁽³⁾		415	^BRL		173
Banco Santander Chile 144A 3.875%, 9/20/22⁽³⁾		450			416
Banco Votorantim SA 144A 7.375%, 1/21/20⁽³⁾		300			311
Bancolombia SA 5.125%, 9/11/22		260			237
Bank of America Corp.
5.750%, 8/15/16		250			276
5.625%, 7/1/20		235			263
Bank of India
144A 3.250%, 4/18/18⁽³⁾		265			253
144A 3.625%, 9/21/18⁽³⁾		265			251
Barclays Bank plc 144A 6.050%, 12/4/17⁽³⁾		250			278
Capital One Financial Corp. 6.150%, 9/1/16		455			507
Carlyle Holdings Finance LLC 144A 3.875%, 2/1/23⁽³⁾		270			264
Chubb Corp. (The) 6.375%, 3/29/67⁽²⁾		250			268
Corporate Office Properties LP 3.600%, 5/15/23		265			240
CPG Merger Sub LLC 144A 8.000%, 10/1/21⁽³⁾		70			72
Denali Borrower LLC (Denali Finance Corp.) 144A 5.625%, 10/15/20⁽³⁾		215			209


	PAR VALUE		VALUE
Financials—continued
Developers Diversified Realty Corp. 7.875%, 9/1/20	$	540	$	662
Development Bank of Kazakhstan JSC 144A 4.125%, 12/10/22⁽³⁾		290		268
Digital Realty Trust LP 5.250%, 3/15/21		625		657
DuPont Fabros Technology LP 144A 5.875%, 9/15/21⁽³⁾		175		176
ESAL GmbH 144A 6.250%, 2/5/23⁽³⁾		200		178
Ford Motor Credit Co. LLC 5.750%, 2/1/21		235		260
General Electric Capital Corp. 4.650%, 10/17/21		95		101
General Motors Financial Co., Inc. 144A 4.750%, 8/15/17⁽³⁾		220		229
Genworth Holdings, Inc. 4.900%, 8/15/23		320		321
Goldman Sachs Group, Inc. (The) Series D,
6.000%, 6/15/20		360		409
5.750%, 1/24/22		500		555
Hutchison Whampoa International Ltd. Series 12, 144A 6.000%, 5/29/49^(3)(7)(8)		310		326
ING US, Inc. 5.650%, 5/15/53⁽²⁾		210		193
Intelsat Jackson Holdings SA 144A 6.625%, 12/15/22⁽³⁾		175		175
International Lease Finance Corp. 6.250%, 5/15/19		240		253
Intesa San Paolo SpA 3.125%, 1/15/16		215		215
Itau Unibanco Holding SA 144A 5.125%, 5/13/23⁽³⁾		295		271
Jefferies Group LLC 6.875%, 4/15/21		60		67
JPMorgan Chase & Co. 3.250%, 9/23/22		480		453
Kazakhstan Temir Zholy Finance BV 144A 6.950%, 7/10/42⁽³⁾		215		217
KeyCorp 5.100%, 3/24/21		205		226
Korea Finance Corp. 4.625%, 11/16/21		200		211
Legg Mason, Inc. 5.500%, 5/21/19		240		261
Level 3 Financing, Inc. 7.000%, 6/1/20		160		162
Liberty Mutual Group, Inc. 144A 4.250%, 6/15/23⁽³⁾		245		239
Lincoln National Corp. 4.200%, 3/15/22		530		543


	PAR VALUE		VALUE
Financials—continued
Lukoil International Finance BV 144A 4.563%, 4/24/23⁽³⁾	$	275	$	256
Macquarie Bank Ltd. 144A 6.625%, 4/7/21⁽³⁾		15		16
Macquarie Group Ltd. 144A 6.250%, 1/14/21⁽³⁾		210		228
Morgan Stanley
5.550%, 4/27/17		330		366
4.100%, 5/22/23		155		145
6.375%, 7/24/42		435		492
Nationstar Mortgage LLC 6.500%, 8/1/18		110		111
Nordea Bank AB 144A 4.250%, 9/21/22⁽³⁾		265		262
Phosagro OAO (Phosagro Bond Funding Ltd.) 144A 4.204%, 2/13/18⁽³⁾⁽⁹⁾		265		260
PKO Finance AB 144A 4.630%, 9/26/22⁽³⁾⁽⁹⁾		255		250
Prudential Financial, Inc.
5.875%, 9/15/42⁽²⁾		190		186
5.200%, 3/15/44⁽²⁾⁽⁸⁾		770		698
Russian Agricultural Bank OJSC (RSHB Capital SA) 144A 5.298%, 12/27/17⁽³⁾		220		226
Sberbank of Russia (Sberbank Capital SA)
144A 4.950%, 2/7/17⁽³⁾⁽⁹⁾		200		211
144A 5.125%, 10/29/22⁽³⁾⁽⁹⁾		320		298
Schaeffler Holding Finance BV PIK Interest Capitalization, 144A 6.875%, 8/15/18⁽³⁾⁽¹⁰⁾		200		211
SLM Corp. 5.500%, 1/25/23		225		206
Spansion LLC 7.875%, 11/15/17		170		178
Sun Merger Sub, Inc. 144A 5.875%, 8/1/21⁽³⁾		90		91
TMK OAO Via (TMK Capital) SA 144A 6.750%, 4/3/20⁽³⁾⁽⁹⁾		210		200
Turkiye Garanti Bankasi AS 144A 5.250%, 9/13/22⁽³⁾		305		281
UBS AG 7.625%, 8/17/22		500		553
UPCB Finance Ltd. Series VI 144A 6.875%, 1/15/22⁽³⁾		165		176
Ventas Realty LP (Ventas Capital Corp.) 3.250%, 8/15/22		250		234
VTB Bank OJSC (VTB Capital SA) 144A 6.000%, 4/12/17⁽³⁾⁽⁹⁾		500		526
Yapi ve Kredi Bankasi AS 144A 4.000%, 1/22/20⁽³⁾		270		241

				20,732


	PAR VALUE		VALUE
Health Care—1.8%
Cardinal Health, Inc. 3.200%, 3/15/23	$	130	$	121
HCA, Inc. 6.500%, 2/15/20		160		174
inVentiv Health, Inc. 144A 9.000%, 1/15/18⁽³⁾		110		111
MPH Intermediate Holding Co. 2 PIK Interest Capitalization, 144A 8.375%, 8/1/18⁽³⁾⁽¹⁰⁾		90		92
Mylan, Inc. 144A 3.125%, 1/15/23⁽³⁾		325		296
Tenet Healthcare Corp.
144A 6.000%, 10/1/20⁽³⁾		55		57
4.500%, 4/1/21		335		315
144A 8.125%, 4/1/22⁽³⁾		220		230
Valeant Pharmaceuticals International, Inc. Escrow Corp.
144A 6.750%, 8/15/18⁽³⁾		130		140
144A 7.500%, 7/15/21⁽³⁾		25		27

				1,563


Industrials—6.1%
AAR Corp. 144A 7.250%, 1/15/22⁽³⁾		190		199
ADT Corp. (The) 144A 6.250%, 10/15/21⁽³⁾		260		264
Ahern Rentals, Inc. 144A 9.500%, 6/15/18⁽³⁾		160		169
Air Canada 144A 6.750%, 10/1/19⁽³⁾		260		259
Air Canada Pass-Through-Trust 13-1, B 144A 5.375%, 5/15/21⁽³⁾		101		97
America West Airlines Pass-Through-Trust 00-1, G 8.057%, 7/2/20		238		258
American Airlines Pass-Through-Trust 13-1, A 144A 4.000%, 7/15/25⁽³⁾		210		197
Automotores Gildemeister SA 144A 6.750%, 1/15/23⁽³⁾		215		169
Bombardier, Inc. 144A 6.125%, 1/15/23⁽³⁾		215		216
Builders FirstSource, Inc. 144A 7.625%, 6/1/21⁽³⁾		155		155
Carpenter Technology Corp. 4.450%, 3/1/23		250		245
Continental Airlines Pass-Through-Trust
97-4, A 6.900%, 1/2/18		261		274
99-1, A 6.545%, 2/2/19		414		450
00-1, A1 8.048%, 11/1/20		457		519
Delta Air Lines Pass-Through-Trust 12-1A, 1A 4.750%, 5/7/20		333		349
Nielsen Co. (The) 144A 5.500%, 10/1/21⁽³⁾		220		221


	PAR VALUE			VALUE
Industrials—continued
Northwest Airlines Pass-Through-Trust 02-1, G2 6.264%, 11/20/21	$	356		$	367
Odebrecht Finance Ltd. 144A 8.250%, 4/25/18⁽³⁾		320	^BRL		120
Rexel SA 144A 5.250%, 6/15/20⁽³⁾		210			206
Sappi Papier Holding GmbH 144A 7.750%, 7/15/17⁽³⁾		200			209
Spirit Aerosystems, Inc. 6.750%, 12/15/20		205			216
TransDigm, Inc. 144A 7.500%, 7/15/21⁽³⁾		145			157

					5,316


Information Technology—2.2%
Ceridian Corp. 144A 11.000%, 3/15/21⁽³⁾		5			6
Dun & Bradstreet Corp. (The) 4.375%, 12/1/22		270			265
EarthLink, Inc. 8.875%, 5/15/19		165			160
First Data Corp.
11.250%, 3/31/16		198			199
144A 8.250%, 1/15/21⁽³⁾		260			270
144A 11.750%, 8/15/21⁽³⁾		420			407
Freescale Semiconductor, Inc. 144A 5.000%, 5/15/21⁽³⁾		150			143
Xerox Corp. 4.500%, 5/15/21		425			442

					1,892


Materials—5.0%
Alpek SA de C.V. 144A 5.375%, 8/8/23⁽³⁾		310			307
Cemex SAB de CV 144A 5.875%, 3/25/19⁽³⁾		265			255
Eldorado Gold Corp. 144A 6.125%, 12/15/20⁽³⁾		95			92
EuroChem Mineral & Chemical Co. OJSC 144A 5.125%, 12/12/17⁽³⁾⁽⁹⁾		275			275
Gerdau Holdings, Inc.
144A 7.000%, 1/20/20⁽³⁾		100			106
144A 4.750%, 4/15/23⁽³⁾		315			280
Hexion U.S. Finance Corp.
144A 8.875%, 2/1/18		130			135
6.625%, 4/15/20		130			131
Ineos Finance plc 144A 8.375%, 2/15/19⁽³⁾		200			221
Inversiones CMPC SA 144A 4.375%, 5/15/23⁽³⁾		375			349
NewMarket Corp. 4.100%, 12/15/22		288			279
Nufarm Australia Ltd. 144A 6.375%, 10/15/19⁽³⁾		305			307
Reynolds Group Issuer, Inc.
9.000%, 4/15/19		135			142
8.250%, 2/15/21		140			142


	PAR VALUE		VALUE
Materials—continued
Tronox Finance LLC 144A 6.375%, 8/15/20	$	160	$	159
Turkiye Sise Ve Cam Fabrikalari AS 144A 4.250%, 5/9/20⁽³⁾		320		278
United States Steel Corp. 6.875%, 4/1/21		265		270
Vale Overseas Ltd. 4.375%, 1/11/22		330		318
Vedanta Resources plc 144A 9.500%, 7/18/18⁽³⁾		215		237

				4,283


Telecommunication Services—2.2%
AT&T, Inc. 3.875%, 8/15/21		425		430
CenturyLink, Inc. Series S, 6.450%, 6/15/21		245		245
Cincinnati Bell, Inc. 8.375%, 10/15/20		210		224
Frontier Communications Corp. 7.125%, 1/15/23		220		222
Koninklijke KPN NV 144A 7.000%, 3/28/73^(2)(3)(8)		210		212
Telefonica Emisiones SAU 4.570%, 4/27/23		225		216
Windstream Corp. 7.750%, 10/15/20		330		342

				1,891


Utilities—0.9%
Abu Dhabi National Energy Co. 144A 2.500%, 1/12/18⁽³⁾		270		265
Electricite de France SA 144A 5.250%, 12/29/49^(2)(3)(7)(8)		280		265
Israel Electric Corp. Ltd. 144A 5.625%, 6/21/18⁽³⁾		250		258

				788
TOTAL CORPORATE BONDS (Identified Cost $48,625)				47,951

CONVERTIBLE BONDS—0.4%
General Electric Capital Corp. Series A 7.125%, 12/15/49⁽²⁾⁽⁷⁾		290		315
TOTAL CONVERTIBLE BONDS (Identified Cost $290)				315

LOAN AGREEMENTS⁽²⁾—8.7%

Consumer Discretionary—1.3%
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.) Tranche B-6, 5.429%, 1/28/18		192		174
CBAC Borrower LLC Tranche B, 8.250%, 7/2/20		49		51


	PAR VALUE		VALUE
Consumer Discretionary—continued
Clear Channel Communications, Inc.
Tranche B, 3.829%, 1/29/16	$	190	$	180
Tranche D, 6.929%, 1/30/19		45		42
EB Sports Corp. 11.500%, 12/31/15		170		169
Peppermill Casinos, Inc. Tranche B, 7.250%, 11/9/18		215		220
Shingle Springs Tribal Gaming Authority 6.250%, 8/29/19		116		116
Tribune Co. Tranche B, 4.000%, 12/31/19		71		71
TWCC Holding Corp. Second Lien, 7.000%, 6/26/20		82		84

				1,107


Consumer Staples—0.6%
AdvancePierre Foods, Inc. Second Lien, 9.500%, 10/10/17		210		214
Hostess Brands Acquisition LLC Tranche B, 6.750%, 4/9/20		178		183
Rite Aid Corp.
Tranche 1, Second Lien, 5.750%, 8/21/20		14		14
Tranche 2, 4.875%, 6/21/21		145		146

				557


Energy—0.6%
Fieldwood Energy LLC 7.125%, 9/30/20		111		111
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		220		216
SES International Holdings Ltd. (Saxon) 5.500%, 2/15/19		178		179

				506


Financials—0.4%
Altisource Portfolio Solutions S.A.R.L Tranche B, 5.750%, 11/27/19		120		121
Capital Automotive LP Second Lien, 6.000%, 4/30/20		24		25
Nuveen Investments, Inc. Tranche B, Second Lien 6.500%, 2/28/19		215		214

				360


	PAR VALUE		VALUE
Health Care—0.9%
Ardent Medical Services, Inc.
First Lien, 6.750%, 7/2/18	$	68	$	69
Second Lien, 11.000%, 1/2/19		79		81
INC Research, LLC 6.000%, 7/12/18		78		78
InVentiv Health, Inc. (Ventive Health, Inc.) 7.500%, 8/4/16		110		107
MMM Holdings, Inc. 9.750%, 12/12/17		64		64
MSO of Puerto Rico, Inc. 9.750%, 12/12/17		46		47
Rural/Metro Operating Co. LLC First Lien, 5.750%, 6/30/18		104		100
Surgery Center Holdings, Inc. First Lien 6.000%, 4/11/19		112		112
United Surgical Partners International, Inc. Tranche B, 4.750%, 4/3/19		80		80

				738


Industrials—2.1%
Alliance Laundry Systems LLC Second Lien, 9.500%, 12/10/19		25		25
Aluma Systems, Inc. (Brand Energy & Infrastructure) Tranche 1, 6.250%, 10/23/18		31		31
American Airlines, Inc. Tranche B, 4.750%, 6/27/19		191		190
AWAS Finance Luxemborg S.A. Tranche 2012, 3.500%, 7/16/18		77		77
Brand Energy & Infrastructure Services, Inc.
Tranche B-1, First Lien, 6.250%, 10/23/18		128		128
Second Lien, 11.000%, 10/23/19		105		108
Ceridian Corp. Tranche 2013, 4.429%, 8/14/15		247		247
CHG Buyer Corp. Second Lien, 9.000%, 11/19/20		64		65
Commercial Barge Line Co. First Lien 7.500%, 9/22/19		264		257
Hawker Beechcraft Acquisition Company LLC 5.750%, 2/14/20		215		217
International Equipment Solutions (IES Global B.V.) 6.750%, 8/16/19		94		93
McJunkin Red Man Corp. 6.000%, 11/8/19		155		157
Navistar, Inc. Tranche B, 5.750%, 8/17/17		149		151


	PAR VALUE		VALUE
Industrials—continued
SESAC Holding Co. II LLC First Lien, 6.000%, 2/7/19	$	96	$	97

				1,843


Information Technology—1.9%
Alcatel-Lucent U.S.A., Inc. 5.750%, 1/30/19		225		227
Allflex Holdings III, Inc. Second Lien, 8.000%, 7/19/21		109		111
Blue Coat Systems, Inc.
4.500%, 5/31/19		273		274
Second Lien 9.500%, 6/28/20		138		139
IPC Systems, Inc. Tranche C, First Lien, 7.750%, 7/31/17		163		160
Kronos, Inc. Second Lien, 9.750%, 4/30/20		110		114
Riverbed Technology, Inc. 4.000%, 12/18/19		62		63
RP Crown Parent LLC First Lien 6.750%, 12/21/18		152		154
SCS Holdings I, Inc. (Sirius Computer Solutions, Inc.) 7.000%, 12/7/18		103		104
Sorenson Communications, Inc. 9.500%, 10/31/14		159		161
Spansion LLC 5.250%, 12/13/18		68		69
Wall Street Systems Holdings, Inc. Second Lien, 9.250%, 10/25/20		110		111

				1,687


Materials—0.7%
Fortescue Metals Group Ltd. (FMG Resources Ltd.) 2006, 5.250%, 10/18/17		282		284
Houghton International, Inc. Holding Corp. (HII Holding Corp.) Second Lien, 9.500%, 12/21/20		110		111
Noranda Aluminum Acquisition Corp. Tranche B, 5.750%, 2/28/19		153		144
Tronox Pigments B.V. 4.500%, 3/19/20		57		57

				596


Telecommunication Services—0.2%
Integra Telecom Holdings, Inc. Tranche B, 5.250%, 2/22/19		160		162
TOTAL LOAN AGREEMENTS (Identified Cost $7,505)				7,556


	SHARES			VALUE
PREFERRED STOCK⁽²⁾—2.6%

Financials—2.6%
Bank of America Corp. Series U, 5.20%	$	150,000	⁽¹²⁾	$	132
Citigroup Capital XIII 7.875%,		16,200			445
Fifth Third Bancorp 5.10%		285,000	⁽¹²⁾		249
General Electric Capital Corp. Series C, 5.25%		300,000	⁽¹²⁾		278
JPMorgan Chase & Co. Series Q, 5.15%		255,000	⁽¹²⁾		224
JPMorgan Chase & Co. Series 1 7.90%		280,000	⁽¹²⁾		304
PNC Financial Services Group, Inc. (The) Series R, 4.85%		215,000	⁽¹²⁾		185
Wells Fargo & Co. Series K, 7.98%		230,000	⁽¹²⁾		253
Zions Bancorporation 6.95%		8,800			224
TOTAL PREFERRED STOCK (Identified Cost $2,377)					2,294
TOTAL LONG TERM INVESTMENTS—98.9%
(Identified Cost $86,359)					85,595

SHORT-TERM INVESTMENTS—0.7%

Money Market Mutual Funds—0.7%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		640,531			641
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $641)					641
TOTAL INVESTMENTS—99.6% (Identified Cost $87,000)					86,236	⁽¹⁾
Other assets and liabilities, net—0.4%					313

NET ASSETS—100.0%				$	86,549

Abbreviations:

FHLMC

Federal Home Loan Mortgage Corporation (“Freddie Mac”).

FNMA	Federal National Mortgage Association (“Fannie Mae”).

GNMA	Government National Mortgage Association (“Ginnie Mae”)

PIK	Payment-in-Kind Security

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2013.

⁽³⁾	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2013, these securities amounted to a value of $26,750 or 30.9% of net assets.

⁽⁴⁾	Regulation S security. Security is offered and sold outside of the United States, therefore, it is exempt from registration with the SEC under rules 903 and 904 of the Securities Act of 1933.

⁽⁵⁾	Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a level 3 security in the disclosure table located after the Schedule of Investments.

⁽⁶⁾	Illiquid security.

⁽⁷⁾	No contractual maturity date

⁽⁸⁾	Interest payments may be deferred.

⁽⁹⁾	This note was issued for the sole purpose of funding a loan agreement between the issuer and the borrower. As the credit risk for this security lies solely with the borrower, the name represented here is that of the borrower.

⁽¹⁰⁾	100% of the income received was in cash.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

Securities held by the Fund with an end of period market value of $445 was transferred from level 2 into level 1 since starting to use an exchange price.

The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value.


	PAR VALUE		VALUE
MUNICIPAL TAX-EXEMPT BONDS⁽²⁾—97.0%

Development Revenue—5.9%
Hercules Redevelopment Agency, Tax-Allocation (AMBAC Insured) 5.000%, 8/1/29	$	500	$	375
San Diego Redevelopment Agency,
Tax Allocation Series B (AMBAC Insured) 5.350%, 9/1/24		1,000		1,001
Tax Allocation Series A (AMBAC Insured) 4.750%, 9/1/30		500		476
Santa Clara Redevelopment Agency, Bayshore North Project (NATL Insured) 5.000%, 6/1/22		1,000		1,004

				2,856


General Obligation—19.5%
Brea Olinda Unified School District, Series A (NATL, FGIC Insured) 6.000%, 8/1/15		150		165
Contra Costa Community College District, 4.000%, 8/1/28		245		247
Los Alamitos Unified School District, School Facilities Improvement Dist #1, 2008 Election-Series E 5.250%, 8/1/39		250		264
Los Angeles Unified School District, 2002 Election Series C (AGM Insured) 5.000%, 7/1/24		500		545
Series A-1 (NATL Insured) 4.500%, 1/1/28		750		777
Norwalk—La Mirada Unified School District, 2002 Election Series D (AGM Insured) 0.000%, 8/1/33		1,475		517
Placer Union High School District, (AGM Insured) 0.000%, 8/1/32		1,500		541
Rancho Santiago Community College District, 2002 Election Series C (AGM Insured) 0.000%, 9/1/27		1,200		618
Riverside Unified School District, Series C (AGM Insured) 5.000%, 8/1/32		375		398
Ross Valley School District, 2010 Election Series B 5.000%, 8/1/37		500		522
San Diego Community College District,
Election of 2002 5.000%, 8/1/32		250		271
Election of 2006 5.000%, 8/1/43		100		104
San Diego Unified School District, 1998 Election, Series C2 (AGM Insured) 5.500%, 7/1/25		225		270


	PAR VALUE		VALUE
General Obligation—continued
San Rafael City High School District, 2002 Election Series B (NATL, FGIC Insured) 0.000%, 8/1/26	$	1,000	$	547
Sequoia Union High School District, 4.000%, 7/1/26		250		258
State of California,
5.500%, 3/1/26		500		560
5.000%, 2/1/27		290		328
5.000%, 6/1/32		575		590
5.000%, 9/1/32		300		314
5.000%, 11/1/32		250		257
4.500%, 10/1/36		605		575
5.000%, 12/1/37		275		279
6.000%, 4/1/38		250		285
5.000%, 2/1/43		250		256

				9,488


General Revenue—19.5%
Anaheim Public Financing Authority, Series C (AGM Insured) 6.000%, 9/1/16		1,515		1,665
City of Pomona, Certificates of Participation, (AMBAC Insured) 5.500%, 6/1/28		1,000		1,010
Golden State Tobacco Securitization Corp.,
Enhanced Asset, Series A 5.000%, 6/1/29		500		511
Series A-1 5.125%, 6/1/47		1,250		869
Los Angeles County Public Works Financing Authority, Series A (AGM Insured) 5.500%, 10/1/18		235		261
North City West School Facilities Financing Authority, Series B (AMBAC Insured) 5.250%, 9/1/19		1,000		1,154
Sacramento Area Flood Control Agency, (BHAC Insured) 5.500%, 10/1/28		350		384
5.000%, 10/1/37		750		776
South Bay Regional Public Communications Authority, Hawthorne Projects, Series B (ACA Insured) 4.750%, 1/1/31		535		474
State of California Public Works Board, Judicial Council Projects, Series A 5.000%, 3/1/29		115		121
Department of General Services, Buildings 8&9 6.125%, 4/1/29		500		576
Capital Projects, Series G-1 5.750%, 10/1/30		550		608
Department of Forestry & Fire Protection, Series E 5.000%, 11/1/32		500		520


	PAR VALUE		VALUE
General Revenue—continued
Judicial Council Projects, Series A 5.000%, 3/1/38	$	300	$	301
Ventura County Public Financing Authority, Series A 5.000%, 11/1/25		250		278

				9,508


Higher Education Revenue—4.6%
California Educational Facilities Authority, University of Southern California, Series A 5.000%, 10/1/23		250		301
Pomona College, Series A 5.000%, 7/1/45		500		519
California State University, Series A (NATL, FGIC Insured) 5.250%, 11/1/38		635		667
University of California, Series D (NATL, FGIC Insured) 5.000%, 5/15/28		710		755

				2,242


Medical Revenue—6.0%
California Health Facilities Financing Authority,
Stanford Hospital and Clinics, Series A 5.000%, 11/15/13		125		126
Cedars-Sinai Medical Center, 5.000%, 11/15/34		500		504
Providence Health & Services, Series C 6.500%, 10/1/38		295		333
Kaiser Permanente, Series A 5.250%, 4/1/39		500		504
California Statewide Communities Development Authority,
Sutter Health, Series B, (AMBAC Insured) 5.000%, 11/15/38		205		206
St. Joseph Health System, (FGIC Insured) 5.750%, 7/1/47		500		530
San Benito Health Care District, (CA MTG Insured) 4.000%, 3/1/18		140		151
University of California, Regents Medical, Series A 4.750%, 5/15/31		550		556

				2,910


Natural Gas Revenue—2.0%
Roseville Natural Gas Financing Authority,
5.000%, 2/15/24		750		783
5.000%, 2/15/27		195		195

				978


	PAR VALUE		VALUE
Power Revenue—5.1%
Imperial Irrigation District, Series B 5.000%, 11/1/36	$	300	$	307
Northern California Power Agency, Hydroelectric Project No 1 5.000%, 7/1/32		200		209
Sacramento Municipal Utility District, Cosumnes Project (NATL Insured) 4.750%, 7/1/26		500		519
Series X 5.000%, 8/15/26		350		385
Series B 5.000%, 8/15/29		250		271
Series A 5.000%, 8/15/37		250		259
Southern California Public Power Authority, Windy Project Series 1, 5.000%, 7/1/28		500		543

				2,493


Pre-Refunded—16.4%
California Health Facilities Financing Authority, Providence Health & Services, Series C (Pre-refunded 10/1/18 @100) 6.500%, 10/1/18		5		6
California Infrastructure & Economic Development Bank, Bay Area Toll Bridges (Pre-refunded 7/1/26 @100) (AMBAC Insured) 5.125%, 7/1/37		755		921
City of Stockton, O’Connors Woods Project Series A (Pre-refunded 9/20/17 @ 100) (GNMA Collateralized) 5.600%, 3/20/28		170		171
Contra Costa County Home Mortgage, (GNMA Collateralized) 7.500%, 5/1/14⁽³⁾⁽⁴⁾		550		573
Metropolitan Water District of Southern California,
Series A, (Pre-refunded 4/1/22 @100) 5.000%, 10/1/33		330		357
Series B-1 (Pre-refunded 10/1/13 @100) (NATL, FGIC Insured) 5.000%, 10/1/36		140		140
Northern California Power Agency, Series A (Pre-refunded 7/1/21 @100) (AMBAC Insured) 7.500%, 7/1/23		195		256
Riverside County Single Family, Series A (GNMA Collateralized) 7.800%, 5/1/21⁽³⁾		4,000		5,532

				7,956


Transportation Revenue—9.0%
Bay Area Toll Authority,
Series F-1 5.000%, 4/1/34		500		518


	PAR VALUE		VALUE
Transportation Revenue—continued
Series F-1 5.125%, 4/1/39	$	580	$	603
City of Long Beach Airport, Series A 5.000%, 6/1/30		200		206
City of Los Angeles, International Airport, Series A 5.000%, 5/15/40		510		518
Contra Costa Transportation Authority, Series B 5.000%, 3/1/29		320		352
Imperial County Transportation Authority, Series E 4.000%, 6/1/20		500		534
San Diego County Regional Airport Authority,
Senior Series A 5.000%, 7/1/23		200		234
Subordinate Series A 5.000%, 7/1/40		250		248
Series B 5.000%, 7/1/40		500		496
San Francisco City & County Airports Community-San Francisco International Airport, 2nd Series B 5.000%, 5/1/43		150		153
San Francisco Municipal Transportation Agency, Subordinate Series A 5.000%, 3/1/42		500		510

				4,372


Water & Sewer Revenue—9.0%
Alameda County Water District Financing Authority, 3.500%, 6/1/41		365		279
California State Department of Water Resources,
Central Valley Projects Series AE 5.000%, 12/1/28		35		39
Series AN 5.000%, 12/1/35		235		252
City of Manteca Water Revenue, 5.000%, 7/1/27		380		417
City of San Francisco Public Utilities Commission Water Revenue,
Series C 4.000%, 11/1/32		250		248
Series A 4.500%, 11/1/35		225		229
City of Santa Rosa Wastewater Revenue, Series A 5.000%, 9/1/33		500		522
Contra Costa Water District, Series R 5.000%, 10/1/43		400		415
East Bay Municipal Utility District, Subordinate Series A, (NATL Insured) 5.000%, 6/1/35		500		519
Ross Valley Public Financing Authority, Sanitary District #1, (AGM Insured) 5.000%, 10/1/33		225		237


	PAR VALUE		VALUE
Water & Sewer Revenue—continued
Sacramento Suburban Water District, Series A 5.000%, 11/1/25	$	250	$	281
San Diego County Water Authority, Ref 5.000%, 5/1/31		250		271
Santa Margarita-Dana Point Authority, Water Districts Improvements, Districts 2,3,4, Series A 5.125%, 8/1/38		630		660

				4,369
TOTAL MUNICIPAL TAX-EXEMPT BONDS
(Identified Cost $46,075)				47,172
TOTAL LONG TERM INVESTMENTS—97.0%
(Identified Cost $46,075)				47,172
TOTAL INVESTMENTS—97.0%
(Identified Cost $46,075)				47,172	⁽¹⁾
Other assets and liabilities, net—3.0%				1,466

NET ASSETS—100.0%			$	48,638

Abbrevations

ACA	American Capital Access Financial Guarantee Corp.

AGM	Assured Guaranty Municipal Corp.

AMBAC

American Municipal Bond Assurance Corp.

BHAC	Berkshire Hathaway Assurance Corp.

CA MTG

California Mortgage Guarantee Program

FGIC	Financial Guaranty Insurance Company

GNMA	Government National Mortgage Association (“Ginnie Mae”)

NATL	National Public Finance Guarantee Corp.

Footnote Legend

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾

At September 30, 2013, the concentration of the Fund’s investments by state or territory determined as a percentage of net assets is as follows: California 100%. At September 30, 2013, 52.2% of the securities in the portfolio are backed by insurance of financial institutions and financial guaranty assurance agencies. Insurers with a concentration greater than 10% of net assets are as follows: NATL 15.1%, AMBAC 12.4% and GNMA 13.1%.

⁽³⁾	Escrowed to maturity.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—100.6%
iShares MSCI Australia Index Fund		3,970	$	100
iShares MSCI France Index Fund		4,220		113
iShares MSCI Germany Index Fund		4,150		115
iShares MSCI Hong Kong Index Fund		2,080		42
iShares MSCI Italy Index Fund Capped		1,850		26
iShares MSCI Japan Index Fund		24,180		288
iShares MSCI Netherlands Investable Market Index Fund		1,560		37
iShares MSCI Spain Index Fund Capped		1,050		37
iShares MSCI Sweden Index Fund		1,130		39
iShares MSCI Switzerland Index Fund Capped		4,110		129
iShares MSCI United Kingdom Index Fund		13,960		274
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $1,072)				1,200
TOTAL LONG TERM INVESTMENTS—100.6%
(Identified Cost $1,072)				1,200

SHORT-TERM INVESTMENTS—0.7%

Money Market Mutual Funds—0.7%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		8,255		8
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $8)				8
TOTAL INVESTMENTS—101.3%
(Identified Cost $1,080)				1,208	⁽¹⁾
Other assets and liabilities, net—(1.3)%				(15	)

NET ASSETS—100.0%			$	1,193


	SHARES		VALUE
CLOSED-END FUNDS—92.7%

Convertible Funds—7.9%
Advent Claymore Convertible Securities and Income Fund		16,125	$	283
AllianzGI Equity & Convertible Income Fund		6,982		130
Putnam High Income Securities Fund		44,103		347

				760


Equity Funds—27.7%
Adams Express Co.		24,149		299
Advent Claymore Enhanced Growth & Income Fund		3,708		36
Alpine Total Dynamic Dividend Fund		102,204		411
ASA Gold and Precious Metals Ltd.		4,500		60
BlackRock Enhanced Equity Dividend Trust		8,000		60
Boulder Growth & Income Fund, Inc.		10,000		76
Cohen & Steers Infrastructure Fund, Inc.		13,500		267
Cohen & Steers REIT and Preferred Income Fund, Inc.		12,491		194
Dividend and Income Fund		3,000		43
Gabelli Healthcare & WellnessRx Trust (The)		16,945		169
General American Investors Co., Inc.		8,328		284
Liberty All Star Equity Fund		38,225		207
LMP Capital and Income Fund, Inc.		4,666		69
Nuveen Real Asset Income and Growth Fund		12,033		225
Petroleum & Resources Corp.		8,154		221
Tri-Continental Corp.		2,500		46

				2,667


Income Funds—24.5%
AllianceBernstein Income Fund		12,000		85
American Select Portfolio		38,543		370
Avenue Income Credit Strategies Fund		147		3
BlackRock Build America Bond Trust		7,000		132
BlackRock Credit Allocation Income Trust IV		16,768		219
First Trust Mortgage Income Fund		20,300		312
Guggenheim Build America Bonds Managed Duration Trust		6,099		122
Montgomery Street Income Securities, Inc.		5,300		83
Morgan Stanley Income Securities, Inc.		10,278		171
Nuveen Build America Bond Opportunity Fund		5,250		97
Pimco Dynamic Income Fund		15,500		445
Putnam Master Intermediate Income Trust		8,600		42
Putnam Premier Income Trust		41,145		216
Western Asset/Claymore Inflation-Linked Opportunities & Income Fund		5,000		58

				2,355


	SHARES		VALUE
Hybrid Fund—0.7%
Calamos Global Dynamic Income Fund		8,000	$	68


International Equity Funds—23.3%
Aberdeen Indonesia Fund, Inc. (The)		3,900		39
Alpine Global Dynamic Dividend Fund		69,333		330
BlackRock International Growth and Income Trust		17,000		131
Brookfield Global Listed Infrastructure Income Fund, Inc.		2,000		41
Clough Global Allocation Fund		452		7
Clough Global Opportunities Fund		5,000		64
Delaware Enhanced Global Dividend and Income Fund		9,000		107
Japan Equity Fund, Inc.		55,884		381
Japan Smaller Capitalization Fund, Inc.		33,077		300
JF China Region Fund, Inc.		3,112		46
Korea Fund, Inc. (The)⁽²⁾		5,918		230
Macquarie Global Infrastructure Total Return Fund, Inc.		3,900		84
Morgan Stanley Asia Pacific Fund, Inc.		3,981		67
New Germany Fund, Inc. (The)		4,320		89
Singapore Fund, Inc. (The)		5,100		66
Templeton Dragon Fund, Inc.		4,400		115
Thai Fund, Inc. (The)		7,463		148

				2,245


International Income Funds—3.4%
Aberdeen Asia-Pacific Income Fund, Inc.		7,034		43
Morgan Stanley Emerging Markets Domestic Debt Fund, Inc.		17,685		249
Nuveen Diversified Currency Opportunities Fund		3,850		40

				332


Municipal Bond Funds—5.2%
Nuveen Dividend Advantage Municipal Fund 3		16,000		203
Nuveen Dividend Advantage Municipal Income Fund		20,434		259
Nuveen Municipal Market Opportunity Fund, Inc.		3,000		37

				499
TOTAL CLOSED-END FUNDS (Identified Cost $9,178)				8,926

RIGHTS—0.0%
Brookfield Global Listed Infrastructure Income Fund, Inc.⁽²⁾		2,000		1
TOTAL RIGHTS (Identified Cost $0)				1
TOTAL LONG TERM INVESTMENTS—92.7%
(Identified cost $9,178)				8,927


	SHARES		VALUE
SHORT-TERM INVESTMENTS—7.3%

Money Market Mutual Funds—7.3%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		698,571	$	699
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $699)				699
TOTAL INVESTMENTS—100.0%
(Identified Cost $9,877)				9,626	⁽¹⁾
Other assets and liabilities, net—0.0%				(2	)

NET ASSETS—100.0%			$	9,624

Abbreviations:

REIT	Real Estate Investment Trust

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013		Level 1 Quoted Prices
Equity Securities:
Closed-End Funds	$	8,926	$	8,926
Rights		1		1
Short-Term Investments		699		699

Total Investments	$	9,626	$	9,626

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.


	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES—1.4%

Non-Agency—1.4%
Goldman Sachs Mortgage Pass-Through-Securities Mortgage Loan Trust 05-RP1, 1A3 144A 8.000%, 1/25/35⁽³⁾	$	217	$	232
MASTR Reperforming Loan Trust 05-1, 1A5 144A 8.000%, 8/25/34⁽³⁾		291		304
Structured Adjustable Rate Mortgage Loan Trust 07-5, 2A1 4.748%, 6/25/37⁽²⁾		832		700
TOTAL MORTGAGE-BACKED SECURITIES (Identified Cost $1,166)				1,236

ASSET-BACKED SECURITIES—0.6%
Residential Funding Mortgage Securities II Home Loan Trust 06-H11, M1 6.010%, 2/25/36⁽²⁾		200		199
Security National Mortgage Loan Trust 04-1A, AF3, 144A 6.420%, 6/25/32⁽²⁾⁽³⁾		267		216
Terwin Mortgage Trust 04-15AL, A1 144A 5.775%, 7/25/34⁽²⁾⁽³⁾		135		129
TOTAL ASSET-BACKED SECURITIES (Identified Cost $557)				544

CORPORATE BONDS—80.5%

Consumer Discretionary—20.3%
Activision Blizzard, Inc.
144A 5.625%, 9/15/21⁽³⁾		250		251
144A 6.125%, 9/15/23⁽³⁾		260		262
Allison Transmission, Inc. 144A 7.125%, 5/15/19⁽³⁾		475		507
American Axle & Manufacturing, Inc. 6.250%, 3/15/21		275		285
Bon-Ton Department Stores, Inc. (The) 8.000%, 6/15/21		345		324
Boyd Gaming Corp. 9.000%, 7/1/20		500		545
Brookfield Residential Properties, Inc. 144A 6.500%, 12/15/20⁽³⁾		385		389
Caesars Entertainment Operating Co, Inc. 9.000%, 2/15/20		500		472
CCO Holdings LLC 5.250%, 9/30/22		250		232
CCO Holdings LLC (CCO Holdings Capital Corp.) 6.500%, 4/30/21		280		287
Chrysler Group LLC (Chrysler Group, Inc.) 8.250%, 6/15/21		200		225


	PAR VALUE		VALUE
Consumer Discretionary—continued
Cequel Communications Holdings I LLC 144A 6.375%, 9/15/20⁽³⁾	$	650	$	666
Claire’s Stores, Inc.
144A 9.000%, 3/15/19⁽³⁾		335		373
144A 7.750%, 6/1/20⁽³⁾		250		246
Clear Channel Communications, Inc. 144A 9.000%, 12/15/19		493		486
Clear Channel Worldwide Holdings, Inc. Series B 7.625%, 3/15/20		550		571
General Motors Co. 144A 3.500%, 10/2/18⁽³⁾		265		266
Hilton Worldwide Finance LLC (Hilton Worldwide Finance Corp.) 144A 5.625%, 10/15/21⁽³⁾		440		442
Hot Topic, Inc. 144A 9.250%, 6/15/21⁽³⁾		260		268
Isle of Capri Casinos, Inc. 5.875%, 3/15/21		390		368
Landry’s, Inc. 144A 9.375%, 5/1/20⁽³⁾		355		376
Live Nation Entertainment, Inc. 144A 7.000%, 9/1/20⁽³⁾		325		341
Meritor, Inc. 6.750%, 6/15/21		445		443
MGM Resorts International 6.750%, 10/1/20		760		800
Mohegan Tribal Gaming Authority 144A 9.750%, 9/1/21⁽³⁾		450		472
Nara Cable Funding Ltd. 144A 8.875%, 12/1/18⁽³⁾		340		360
Pinnacle Entertainment, Inc. 7.500%, 4/15/21		500		546
PNK Finance Corp. 144A 6.375%, 8/1/21⁽³⁾		540		553
Quiksilver, Inc. 144A 10.000%, 8/1/20⁽³⁾		200		211
Regal Entertainment Group 5.750%, 6/15/23		500		474
Rent-A-Center, Inc.
6.625%, 11/15/20		250		264
144A 4.750%, 5/1/21⁽³⁾		175		164
Sally Holdings LLC 5.750%, 6/1/22		300		302
Seminole Hard Rock Entertainment, Inc. (Seminole Hard Rock International LLC) 144A 5.875%, 5/15/21⁽³⁾		290		279
ServiceMaster Co. 7.000%, 8/15/20		265		252
Sinclair Television Group, Inc. 5.375%, 4/1/21		560		535
Sirius XM Radio, Inc. 144A 4.250%, 5/15/20⁽³⁾		565		530
Six Flags Entertainment Corp. 144A 5.250%, 1/15/21⁽³⁾		365		349


	PAR VALUE		VALUE
Consumer Discretionary—continued
Sonic Automotive, Inc. 5.000%, 5/15/23	$	300	$	276
Taylor Morrison Communities, Inc. 144A 5.250%, 4/15/21⁽³⁾		560		524
UCI International, Inc. 8.625%, 2/15/19		480		492
United Artists Theatre Circuit, Inc.
Series 95-A 9.300%, 7/1/15⁽⁵⁾⁽⁶⁾		110		112
Series BD-1 9.300%, 7/1/15⁽⁵⁾⁽⁶⁾		124		126
Series AW-0 9.300%, 7/1/15⁽⁵⁾⁽⁶⁾		1		1
Series BE-9 9.300%, 7/1/15⁽⁵⁾⁽⁶⁾		4		4
Univision Communications, Inc.
144A 6.875%, 5/15/19⁽³⁾		215		231
144A 8.500%, 5/15/21⁽³⁾		365		401
Valassis Communication, Inc. 6.625%, 2/1/21		885		878
William Carter Co. (The) 144A 5.250%, 8/15/21⁽³⁾		355		357

				18,118


Consumer Staples—2.1%
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21⁽³⁾		190		202
Ingles Markets, Inc. 144A 5.750%, 6/15/23⁽³⁾		550		532
Rite Aid Corp. 144A 6.750%, 6/15/21⁽³⁾		500		522
SUPERVALU, Inc. 144A 6.750%, 6/1/21⁽³⁾		300		287
Vector Group Ltd. 7.750%, 2/15/21		300		312

				1,855


Energy—7.9%
Alta Mesa Holdings LP 9.625%, 10/15/18		275		291
Atlas Pipeline Partners LP 144A 6.625%, 10/1/20⁽³⁾		255		261
Calumet Specialty Products Partners LP (Calumet Finance Corp.) 9.625%, 8/1/20		200		222
CHC Helicopter SA 9.250%, 10/15/20		280		299
Chesapeake Energy Corp.
6.625%, 8/15/20		260		281
5.375%, 6/15/21		855		857
Compagnie Generale de Geophysique-Veritas 6.500%, 6/1/21		235		241
Energy Transfer Equity LP 7.500%, 10/15/20		275		296


	PAR VALUE		VALUE
Energy—continued
Energy XXI Gulf Coast, Inc. 144A 7.500%, 12/15/21⁽³⁾	$	500	$	495
EP Energy LLC 9.375%, 5/1/20		415		469
EV Energy Partners LP 8.000%, 4/15/19		125		126
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16⁽³⁾		100		105
Forest Oil Corp. 7.250%, 6/15/19		350		352
Gulfmark Offshore, Inc. 6.375%, 3/15/22		400		402
Linn Energy LLC 7.750%, 2/1/21		490		495
Memorial Production Partners LP 7.625%, 5/1/21		290		282
Parker Drilling Co. 144A 7.500%, 8/1/20⁽³⁾		275		276
QEP Resources, Inc. 6.875%, 3/1/21		365		390
Quicksilver Resources, Inc. 7.125%, 4/1/16		200		191
Sabine Pass Liquefaction LLC 144A 5.625%, 2/1/21⁽³⁾		285		280
Targa Resources Partners LP 6.375%, 8/1/22		420		439

				7,050


Financials—11.3%
Aircastle Ltd. 7.625%, 4/15/20		240		266
Alfa Bank OJSC 144A 7.500%, 9/26/19⁽³⁾⁽⁷⁾		200		208
Ally Financial, Inc. 4.750%, 9/10/18		350		349
Avis Budget Car Rental LLC 5.500%, 4/1/23		385		358
Banco ABC Brasil SA 144A 7.875%, 4/8/20⁽³⁾		310		312
CNL Lifestyle Properties, Inc. 7.250%, 4/15/19		500		515
Country Garden Holdings Co., Ltd. 144A 7.250%, 4/4/21⁽³⁾		200		199
CPG Merger Sub LLC 144A 8.000%, 10/1/21⁽³⁾		90		92
Denali Borrower LLC (Denali Finance Corp.) 144A 5.625%, 10/15/20⁽³⁾		280		272
DuPont Fabros Technology LP 144A 5.875%, 9/15/21⁽³⁾		305		307
E*TRADE Financial Corp. 6.375%, 11/15/19		265		284
Glen Meadow Pass-Through Trust 144A 6.505%, 2/12/67⁽²⁾⁽³⁾		480		446
GRD Holdings III Corp. 144A 10.750%, 6/1/19⁽³⁾		320		341


	PAR VALUE		VALUE
Financials—continued
Griffey Intermediate, Inc. 144A 7.000%, 10/15/20⁽³⁾	$	300	$	228
ING US, Inc. 5.650%, 5/15/53⁽²⁾		570		523
Intelsat Jackson Holdings SA 144A 6.625%, 12/15/22⁽³⁾		510		509
International Lease Finance Corp.
3.875%, 4/15/18		300		290
6.250%, 5/15/19		455		480
5.875%, 8/15/22		840		827
iStar Financial, Inc. 4.875%, 7/1/18		335		327
Landry’s Holdings II, Inc. 144A 10.250%, 1/1/18⁽³⁾		175		184
Level 3 Financing, Inc. 7.000%, 6/1/20		200		203
Michaels FinCo Holdings LLC (Michaels FinCo, Inc.) PIK Interest Capitalization, 144A 7.500%, 8/1/18⁽³⁾⁽⁸⁾		255		259
Nationstar Mortgage LLC
6.500%, 8/1/18		130		131
6.500%, 7/1/21		275		265
SLM Corp. 5.500%, 1/25/23		330		302
Spansion LLC 7.875%, 11/15/17		255		267
Springleaf Finance Corp. 6.500%, 9/15/17		300		310
TMK OAO Via (TMK Capital) SA 144A 6.750%, 4/3/20⁽³⁾⁽⁷⁾		335		319
UPCB Finance Ltd.
Series V 144A 7.250%, 11/15/21⁽³⁾		250		274
Series VI 144A 6.875%, 1/15/22⁽³⁾		150		160
WideOpenWest Finance LLC 10.250%, 7/15/19		265		289

				10,096


Health Care—7.2%
Alere, Inc. 144A 6.500%, 6/15/20⁽³⁾		415		414
HCA, Inc.
6.500%, 2/15/20		775		842
7.500%, 2/15/22		415		457
Health Management Associates, Inc. 7.375%, 1/15/20		250		275
IASIS Healthcare LLC 8.375%, 5/15/19		590		615
inVentiv Health, Inc. 144A 9.000%, 1/15/18⁽³⁾		335		338
MPH Intermediate Holding Co. 2 PIK Interest Capitalization, 144A 8.375%, 8/1/18⁽³⁾⁽⁸⁾		165		170
Par Pharmaceutical Cos., Inc. 144A 7.375%, 10/15/20⁽³⁾		350		364


	PAR VALUE			VALUE
Health Care—continued
Symbion, Inc. 8.000%, 6/15/16	$	320		$	339
Tenet Healthcare Corp.
144A 6.000%, 10/1/20⁽³⁾		100			102
4.500%, 4/1/21		650			612
144A 8.125%, 4/1/22⁽³⁾		435			455
United Surgical Partners International, Inc. 9.000%, 4/1/20		500			551
Universal Hospital Services, Inc. 7.625%, 8/15/20		300			311
Valeant Pharmaceuticals International, Inc. Escrow Corp.
144A 6.750%, 8/15/18⁽³⁾		215			231
144A 7.500%, 7/15/21⁽³⁾		40			43
144A 7.250%, 7/15/22⁽³⁾		300			321

					6,440


Industrials—8.9%
AAR Corp. 144A 7.250%, 1/15/22⁽³⁾		285			299
ADS Tactical, Inc. 144A 11.000%, 4/1/18⁽³⁾		245			223
ADS Waste Holdings, Inc. 144A 8.250%, 10/1/20⁽³⁾		250			265
ADT Corp. (The) 144A 6.250%, 10/15/21⁽³⁾		530			539
Ahern Rentals, Inc. 144A 9.500%, 6/15/18⁽³⁾		300			317
Air Canada 144A 6.750%, 10/1/19⁽³⁾		310			309
America West Airlines Pass-Through-Trust 00-1, G 8.057%, 7/2/20		58			63
Ashton Woods USA LLC (Ashton Woods Finance Co.) 144A 6.875%, 2/15/21⁽³⁾		340			334
Bharti Airtel International Netherlands BV 144A 5.125%, 3/11/23⁽³⁾		275			249
Bombardier, Inc. 144A 6.125%, 1/15/23⁽³⁾		565			568
Builders FirstSource, Inc. 144A 7.625%, 6/1/21⁽³⁾		445			446
Dycom Investments, Inc. 7.125%, 1/15/21		250			263
DynCorp International, Inc. 10.375%, 7/1/17		460			476
Hellenic Railways 5.460%, 1/30/14		225	^EUR		294
Iron Mountain, Inc. 5.750%, 8/15/24		425			385
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		400			437
Nielsen Co. (The) 144A 5.500%, 10/1/21⁽³⁾		350			351
Rexel SA 144A 5.250%, 6/15/20⁽³⁾		335			328


	PAR VALUE		VALUE
Industrials—continued
Sappi Papier Holding GmbH 144A 7.750%, 7/15/17⁽³⁾	$	250	$	261
Spectrum Brands Escrow Corp. 144A 6.375%, 11/15/20⁽³⁾		385		402
Spirit Aerosystems, Inc. 6.750%, 12/15/20		315		331
TransDigm, Inc. 144A 7.500%, 7/15/21⁽³⁾		485		524
United Rentals North America, Inc. 7.375%, 5/15/20		295		319

				7,983


Information Technology—4.4%
Ceridian Corp. 144A 11.000%, 3/15/21⁽³⁾		40		47
CoreLogic, Inc. 7.250%, 6/1/21		1,000		1,070
EarthLink, Inc. 144A 7.375%, 6/1/20⁽³⁾		510		500
First Data Corp.
11.250%, 3/31/16		976		981
144A 11.750%, 8/15/21⁽³⁾		1,150		1,115
Softbank Corp. 144A 4.500%, 4/15/20⁽³⁾		200		192

				3,905


Materials—8.3%
Ardagh Packaging Finance plc 144A 9.125%, 10/15/20⁽³⁾		275		292
Calumet Specialty Products Partners LP 9.375%, 5/1/19		230		254
Cascades, Inc. 7.875%, 1/15/20		880		933
Cemex SAB de CV
144A 9.500%, 6/15/18⁽³⁾		225		250
144A 5.875%, 3/25/19⁽³⁾		400		385
Eldorado Gold Corp. 144A 6.125%, 12/15/20⁽³⁾		190		184
EuroChem Mineral & Chemical Co. OJSC 144A 5.125%, 12/12/17⁽³⁾⁽⁷⁾		235		235
Evraz Group SA 144A 6.500%, 4/22/20⁽³⁾		325		300
FMG Resources Property Ltd. 144A 6.000%, 4/1/17⁽³⁾		300		309
Hexion U.S. Finance Corp.
144A 8.875%, 2/1/18		300		312
6.625%, 4/15/20		215		216
Ineos Finance plc
144A 8.375%, 2/15/19⁽³⁾		140		155
144A 7.500%, 5/1/20⁽³⁾		220		237
Libbey Glass, Inc. 6.875%, 5/15/20		450		482
Pactiv LLC 8.125%, 6/15/17		265		278


	PAR VALUE		VALUE
Materials—continued
Reynolds Group Issuer, Inc.
8.500%, 5/15/18	$	400	$	420
9.000%, 4/15/19		275		290
8.250%, 2/15/21		270		273
Sappi Papier Holding GmbH 144A 6.625%, 4/15/21⁽³⁾		500		470
Tronox Finance LLC 144A 6.375%, 8/15/20		335		333
United States Steel Corp. 6.875%, 4/1/21		340		346
Vedanta Resources plc 144A 9.500%, 7/18/18⁽³⁾		395		436

				7,390


Telecommunication Services—8.3%
CenturyLink, Inc. Series V 5.625%, 4/1/20		600		589
Cincinnati Bell, Inc. 8.375%, 10/15/20		280		298
Clearwire Communications LLC 144A 12.000%, 12/1/15⁽³⁾		300		315
Frontier Communications Corp. 7.125%, 1/15/23		480		483
Hughes Satellite Systems Corp. 7.625%, 6/15/21		250		271
Intelsat Luxembourg SA 144A 7.750%, 6/1/21⁽³⁾		855		888
MetroPCS Wireless, Inc. 6.625%, 11/15/20		310		322
RCN Telecom Services LLC 144A 8.500%, 8/15/20⁽³⁾		500		490
SBA Telecommunications, Inc. 5.750%, 7/15/20		315		314
Sprint Capital Corp.
6.900%, 5/1/19		265		274
6.875%, 11/15/28		520		467
Sprint Communications, Inc. 6.000%, 11/15/22		270		250
Sprint Corp. 144A 7.250%, 9/15/21⁽³⁾		870		881
Verizon Communications, Inc. 3.650%, 9/14/18		90		95
Vimpel Communications OJSC 144A 7.748%, 2/2/21⁽³⁾⁽⁷⁾		200		216
Wind Acquisition Finance S.A.
144A 11.750%, 7/15/17⁽³⁾		300		319
144A 7.250%, 2/15/18⁽³⁾		370		385
Windstream Corp. 144A 7.750%, 10/1/21⁽³⁾		540		560

				7,417


Utilities—1.9%
AES Corp. (The) 7.375%, 7/1/21		500		552
AmeriGas Partners LP 7.000%, 5/20/22		200		209


	PAR VALUE		VALUE
Utilities—continued
Calpine Corp. 144A 7.500%, 2/15/21⁽³⁾	$	295	$	315
Energy Future Intermediate Holding Co. LLC ( Energy Future Intermediate Holding Finance, Inc.) 10.000%, 12/1/20		250		265
Texas Competitive Electric Holdings Co., LLC (Texas Competitive Holdings Finance, Inc.) 144A 11.500%, 10/1/20⁽³⁾		500		348

				1,689
TOTAL CORPORATE BONDS (Identified Cost $71,343)				71,943

LOAN AGREEMENTS⁽²⁾—13.4%

Consumer Discretionary—4.3%
BJ’s Wholesale Club, Inc. Second Lien, 9.750%, 3/26/20		85		87
CBAC Borrower LLC Tranche B, 8.250%, 7/2/20		142		147
Clear Channel Communications, Inc.
Tranche B, 3.829%, 1/29/16		653		617
Tranche D, 6.929%, 1/30/19		514		478
Cumulus Media Holdings, Inc. Second Lien, 7.500%, 9/16/19		315		320
EB Sports Corp. 11.500%, 12/31/15		310		309
Granite Broadcasting Corp. Tranche B First Lien 6.750%, 5/23/18		300		302
Landry’s, Inc. (Landry’s Restaurant, Inc.) Tranche B, 4.750%, 4/24/18		391		394
Merrill Communications LLC Tranche B, 7.875%, 3/8/18		279		281
Peppermill Casinos, Inc. Tranche B, 7.250%, 11/9/18		337		344
Shingle Springs Tribal Gaming Authority 6.250%, 8/29/19		173		173
Transtar Holding Co. Second Lien, 9.750%, 10/9/19		200		204
TWCC Holding Corp. Second Lien, 7.000%, 6/26/20		202		208

				3,864


Consumer Staples—1.1%
AdvancePierre Foods, Inc. Second Lien, 9.500%, 10/10/17		290		296


	PAR VALUE		VALUE
Consumer Staples—continued
Crossmark Holdings, Inc. Second Lien, 8.750%, 12/21/20	$	190	$	190
Hostess Brands Acquisition LLC Tranche B, 6.750%, 4/9/20		262		269
Rite Aid Corp. Tranche 2, 4.875%, 6/21/21		180		181

				936


Energy—0.9%
Fieldwood Energy LLC 7.125%, 9/30/20		276		275
NGPL Pipeco LLC 6.750%, 9/15/17		250		225
Sabine Oil & Gas LLC Second Lien, 8.750%, 12/31/18		285		287

				787


Financials—0.3%
Lonestar Intermediate Super Holdings LLC 11.000%, 9/2/19		92		97
Nuveen Investments, Inc. Tranche B, Second Lien 6.500%, 2/28/19		191		190

				287


Health Care—0.9%
American Renal Holdings, Inc. Second Lien, 8.500%, 3/20/20		292		288
Ardent Medical Services, Inc.
First Lien, 6.750%, 7/2/18		166		167
Second Lien, 11.000%, 1/2/19		120		123
MMM Holdings, Inc. 9.750%, 12/12/17		102		102
MSO of Puerto Rico, Inc. 9.750%, 12/12/17		74		75

				755


Industrials—1.0%
Alliance Laundry Systems LLC Second Lien, 9.500%, 12/10/19		59		60
Brand Energy & Infrastructure Services, Inc. Second Lien, 11.000%, 10/23/19		255		262
CHG Buyer Corp. Second Lien, 9.000%, 11/19/20		153		156
International Equipment Solutions (IES Global B.V.) 6.750%, 8/16/19		328		325
SESAC Holding Co. II LLC First Lien, 6.000%, 2/7/19		101		102

				905


	PAR VALUE		VALUE
Information Technology—3.3%
Alcatel-Lucent U.S.A., Inc. 5.750%, 1/30/19	$	246	$	248
Allflex Holdings III, Inc. Second Lien, 8.000%, 7/19/21		193		196
Avaya, Inc. Tranche B-3, 4.762%, 10/26/17		309		278
Blue Coat Systems, Inc. Second Lien 9.500%, 6/28/20		445		448
Deltek, Inc. Second Lien, 10.000%, 10/10/19		268		270
IPC Systems, Inc. Tranche C, First Lien, 7.750%, 7/31/17		277		272
Kronos, Inc. Second Lien, 9.750%, 4/30/20		260		270
RP Crown Parent LLC Second Lien, 11.250%, 12/21/19		415		424
Sorenson Communications, Inc. 9.500%, 10/31/14		279		282
Wall Street Systems Holdings, Inc. Second Lien, 9.250%, 10/25/20		275		277

				2,965


Materials—0.9%
Essar Steel Algoma, Inc. (Algoma Steel, Inc.) Second Lien, 8.750%, 9/19/14		416		424
Houghton International, Inc. Holding Corp. (HII Holding Corp.) Second Lien, 9.500%, 12/21/20		370		372

				796


Telecommunication Services—0.7%
Hawaiian Telcom Communications, Inc. 5.000%, 6/6/19		248		248
Integra Telecom Holdings, Inc. Second Lien, 9.750%, 2/21/20		126		130
Securus Technologies Holdings, Inc. (Securus Technologies, Inc.) Second Lien 9.000%, 4/30/21		285		281

				659
TOTAL LOAN AGREEMENTS (Identified Cost $11,790)				11,954


	SHARES			VALUE
PREFERRED STOCK⁽²⁾—1.1%

Financials—1.1%
Citigroup, Inc. Series D 5.350%		510,000	⁽⁴⁾	$	446
GMAC Capital Trust I Series 2 8.125%		20,800	⁽⁴⁾		556
TOTAL PREFERRED STOCK (Identified Cost $1,032)					1,002
TOTAL LONG TERM INVESTMENTS—97.0%
(Identified Cost $85,888)					86,679

SHORT-TERM INVESTMENTS—3.6%

Money Market Mutual Funds—3.6%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		3,223,808			3,224
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $3,224)					3,224
TOTAL INVESTMENTS—100.6%
(Identified Cost $89,112)					89,903	⁽¹⁾
Other assets and liabilities, net—(0.6)%					(503	)

NET ASSETS—100.0%				$	89,400

Abbreviations:

PIK	Payment-in-Kind Security

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2013.

⁽³⁾	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2013, these securities amounted to a value of $34,446 or 38.5% of net assets.

⁽⁴⁾	Value shown as par.

⁽⁵⁾	Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a Level 3 security in the disclosure table located after the Schedule of Investments.

⁽⁶⁾	Illiquid security.

⁽⁷⁾	This note was issued for the sole purpose of funding a loan agreement between the issuer and the borrower. As the credit risk for this security lies solely with the borrower, the name represented here is that of the borrower.

⁽⁸⁾	100% of the income received was in cash.

Foreign Currencies

EUR	European Currency Unit

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

Securities with an end of period market value of $556 were transferred from level 2 into level 1 since starting to use an exchange price.

The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013			Level 1 Quoted Prices
Equity Securities:
Exchange-Traded Funds	$	1,587		$	1,587
Purchased Options		4			4
Short-Term Investments		9			9

Total Investments before Written Options		1,600			1,600

Written Options		(—⁽¹	⁾)		(—⁽¹	⁾)

Liabilities	$	(—⁽¹	⁾)	$	(—⁽¹	⁾)

⁽¹⁾	Amount less than $500

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.


	PAR VALUE			VALUE
MUNICIPAL BONDS—0.2%

Kentucky—0.1%
Commonwealth of Kentucky Taxable 3.165%, 4/1/18	$	417		$	430


Michigan—0.0%
Tobacco Settlement Finance Authority Taxable Series 06-A, 7.309%, 6/1/34		145			114


Virginia—0.1%
Tobacco Settlement Financing Corp. Taxable Series 07-A1, 6.706%, 6/1/46		335			232
TOTAL MUNICIPAL BONDS (Identified Cost $876)					776

FOREIGN GOVERNMENT SECURITIES—11.0%
Argentine Republic PIK Interest Capitalization 5.77%-Interest, 2.51%-Capitalization, 12/31/33⁽¹²⁾		2,091			1,349
Bolivarian Republic of Venezuela
RegS 7.000%, 12/1/18⁽⁴⁾		510			429
RegS 12.750%, 8/23/22⁽⁴⁾		485			485
RegS 8.250%, 10/13/24⁽⁴⁾		1,110			841
9.250%, 9/15/27		360			294
9.375%, 1/13/34		2,145			1,705
Commonwealth of Australia
Series 125 6.250%, 6/15/14		675	^AUD		647
New South Wales Treasury Corp. Series 17 5.500%, 3/1/17		610	^AUD		612
Commonwealth of Canada 2.000%, 3/1/14		4,460	^CAD		4,348
Commonwealth of New Zealand Series 415, 6.000%, 4/15/15		2,010	^NZD		1,743
Federation of Russia 144A 7.850%, 3/10/18⁽³⁾		60,000	^RUB		1,918
Series 6207 8.150%, 2/3/27		45,960	^RUB		1,485
Federative Republic of Brazil 8.500%, 1/5/24		4,990	^BRL		2,034
Hellenic Republic
2.000%, 2/24/23⁽²⁾		580	^EUR		490
2.000%, 2/24/27⁽²⁾		1,210	^EUR		877
Kingdom of Morocco 144A 4.250%, 12/11/22⁽³⁾		1,030			938
Kingdom of Norway Series 21 Treasury Bill, 0.000%, 12/18/13		7,800	^NOK		1,293
Mongolia
144A 4.125%, 1/5/18⁽³⁾		450			413
144A 5.125%, 12/5/22⁽³⁾		825			705
Provincia de Bueno Aires Series GDP, 144A 10.875%, 1/26/21⁽³⁾		500			405


	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—continued
Provincia de Neuquen 144A 7.875%, 4/26/21⁽³⁾	$	590		$	561
Republic of Colombia
12.000%, 10/22/15		925,000	^COP		554
4.375%, 3/21/23		1,867,000	^COP		884
Republic of Costa Rica 144A 4.375%, 4/30/25⁽³⁾		520			456
Republic of Croatia 144A 6.375%, 3/24/21⁽³⁾		1,045			1,079
Republic of Iceland 144A 5.875%, 5/11/22⁽³⁾		925			951
Republic of Indonesia
Series FR-30, 10.750%, 5/15/16		7,010,000	^IDR		654
Series FR63, 5.625%, 5/15/23		6,141,000	^IDR		429
Republic of Korea Treasury Bond, Series 1312, 3.000%, 12/10/13		895,000	^KRW		833
Republic of Peru
144A 7.840%, 8/12/20⁽³⁾		1,065	^PEN		443
RegS 6.900%, 8/12/37⁽⁴⁾		2,010	^PEN		753
Republic of Philippines 4.950%, 1/15/21		32,000	^PHP		796
Republic of Portugal Treasury Obligation 4.950%, 10/25/23		520	^EUR		615
Republic of Serbia 144A 5.250%, 11/21/17⁽³⁾		700			698
Republic of Slovak 144A 4.375%, 5/21/22⁽³⁾		850			877
Republic of South Africa
Series R206, 7.500%, 1/15/14		11,845	^ZAR		1,187
Series R208, 6.750%, 3/31/21		6,720	^ZAR		645
Republic of Turkey 9.000%, 3/5/14		2,090	^TRY		1,040
Republic of Uruguay 4.375%, 12/15/28		17,500	^UYU(10)		986
United Mexican States Series M, 6.000%, 6/18/15		30,592	^MXN		2,423
Series M, 6.500%, 6/9/22		30,825	^MXN		2,438
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $44,696)					42,313

MORTGAGE-BACKED SECURITIES—8.4%

Non-Agency—8.4%
A-10 Securitization LLC 13-1, B 144A 4.120%, 11/15/25⁽³⁾		1,100			1,091
Banc of America Alternative Loan Trust 03-2, CB3 5.750%, 4/25/33		1,141			1,230


	PAR VALUE		VALUE
Non-Agency—continued
Banc of America Funding Corp. 06-2, 3A1 6.000%, 3/25/36	$	469	$	467
Bear Stearns Commercial Mortgage Securities, Inc.
06-T22, AM 5.764%, 4/12/38⁽²⁾		900		972
06-PW12, AM 5.895%, 9/11/38⁽²⁾		650		707
05-PW10, AM 5.449%, 12/11/40⁽²⁾		895		959
06-PW13, AM 5.582%, 9/11/41⁽²⁾		1,360		1,487
07-PW18, AM 6.084%, 6/11/50⁽²⁾		1,525		1,698
Chase Mortgage Finance Corp. 07-A1, 10A1 2.875%, 2/25/37⁽²⁾		712		653
Countrywide Alternative Loan Trust 04-22CB, 1A1 6.000%, 10/25/34		265		271
04-24CB, 1A1 6.000%, 11/25/34		158		158
Credit Suisse Commercial Mortgage Trust 07-C2, A3 5.542%, 1/15/49⁽²⁾		1,555		1,723
Credit Suisse First Boston Mortgage Securities Corp. 04-CF2, 1M1, 144A 5.250%, 1/25/43⁽²⁾⁽³⁾		1,042		1,130
Extended Stay America Trust 13-ESHM, M 144A 7.625%, 12/5/19⁽³⁾		1,510		1,545
Goldman Sachs Mortgage Pass-Through-Securities Mortgage Loan Trust
05-RP1, 1A3 144A 8.000%, 1/25/35⁽³⁾		1,231		1,315
06-RP1, 1A4 144A 8.500%, 1/25/36⁽³⁾		909		976
Goldman Sachs Mortgage Securities Corp. II 07-GG10, A4 5.993%, 8/10/45⁽²⁾		750		832
JPMorgan Chase Commercial Mortgage Securities Trust
10-CNTR, A2, 144A 4.311%, 8/5/32⁽³⁾		750		789
06-LDP7, AM 6.056%, 4/15/45⁽²⁾		1,500		1,648
Lehman Brothers – UBS Commercial Mortgage Trust 07-C7, A3 5.866%, 9/15/45⁽²⁾		456		510
Lehman Brothers Commercial Mortgage Trust 07-C3, A4 6.081%, 7/15/44⁽²⁾		500		564


	PAR VALUE		VALUE
Non-Agency—continued
MASTR Alternative Loan Trust 04-6, 10A1 6.000%, 7/25/34	$	636	$	657
MASTR Reperforming Loan Trust 05-1, 1A5 144A 8.000%, 8/25/34⁽³⁾		775		809
Merrill Lynch Mortgage Investors, Inc. 98-C1, C 6.750%, 11/15/26⁽²⁾		1,260		1,437
Merrill Lynch Mortgage Trust 06-C1, AM 5.872%, 5/12/39		715		774
Morgan Stanley Capital I Trust
05-HQ5, A3 5.007%, 1/14/42		8		8
07-IQ14, AM 5.875%, 4/15/49⁽²⁾		800		816
Motel 6 Trust 12-MTLB, D, 144A 3.781%, 10/5/25⁽³⁾		1,075		1,042
Nomura Asset Acceptance Corp. 04-R1, A1, 144A 6.500%, 3/25/34⁽³⁾		1,521		1,603
Residential Funding Mortgage Securities I, Inc. 05-S1, 1A2 5.500%, 2/25/35		1,602		1,607
SunTrust Adjustable Rate Mortgage Loan Trust 07-S1, 5A1 4.689%, 1/25/37⁽²⁾		760		745
Wachovia Bank Commercial Mortgage Trust
06-C25, AM 5.915%, 5/15/43⁽²⁾		1,125		1,219
07-C32, A3 5.936%, 6/15/49⁽²⁾		360		401
Washington Mutual Commercial Mortgage Securities Trust 06-SL1, A, 144A 5.424%, 11/23/43⁽²⁾⁽³⁾		278		274
TOTAL MORTGAGE-BACKED SECURITIES
(Identified Cost $30,819)				32,117

ASSET-BACKED SECURITIES—3.9%
AABS Ltd. 13-1, A 4.875%, 1/10/38		671		673
Cheesecake Factory Holdings, Inc. 13-1A, A2, 144A 4.474%, 3/20/43⁽³⁾		615		614
Conseco Financial Corp. 01-3, A4 6.910%, 5/1/33⁽²⁾		461		520
Countrywide Asset-Backed Certificates
05-1, AF5A 5.497%, 7/25/35⁽²⁾		1,220		1,178


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES—(continued)
05-12, 1A4 5.323%, 2/25/36⁽²⁾	$	1,150	$	1,174
Dominos Pizza Master Issuer LLC 12-1A, A2, 144A 5.216%, 1/25/42⁽³⁾		1,222		1,312
Drug Royalty LP II 12-1, A2, 144A 4.474%, 1/15/25⁽³⁾		520		522
Fairway Outdoor Funding LLC 12-1A, A2, 144A 4.212%, 10/15/42⁽³⁾		581		579
GMAC Mortgage Corp. Loan Trust 06-HLTV, A4 5.810%, 10/25/29		655		653
GSAA Home Equity Trust 05-12, AF3W 4.999%, 9/25/35⁽²⁾		1,156		1,149
IndyMac Manufactured Housing Contract 98-1, A3 6.370%, 9/25/28		331		342
Origen Manufactured Housing Contract Trust 04-B, M1 5.730%, 11/15/35⁽²⁾		628		662
Popular ABS Mortgage Pass-Through-Trust 05-5, AF3 4.895%, 11/25/35⁽²⁾		227		223
Residential Asset Mortgage Trust 04-RZ1, M1 4.820%, 3/25/34⁽²⁾		1,081		1,061
Residential Funding Mortgage Securities II Home Loan Trust
03-HS3, AI4 5.050%, 9/25/33⁽²⁾		731		762
07-HI1, A3 5.720%, 3/25/37		740		744
Security National Mortgage Loan Trust 04-1A, AF3, 144A 6.420%, 6/25/32⁽²⁾⁽³⁾		1,303		1,051
TAL Advantage I LLC 12-1A, A 144A 3.860%, 5/20/27⁽³⁾		867		875
Terwin Mortgage Trust 04-15AL, A1 144A 5.775%, 7/25/34⁽²⁾⁽³⁾		391		373
Trip Rail Master Funding LLC 11-1A, A1A, 144A 4.370%, 7/15/41⁽³⁾		319		337
TOTAL ASSET-BACKED SECURITIES (Identified Cost $14,603)				14,804

CORPORATE BONDS—59.8%

Consumer Discretionary—7.6%
Activision Blizzard, Inc. 144A 6.125%, 9/15/23⁽³⁾		435		438


	PAR VALUE			VALUE
Consumer Discretionary—continued
American Axle & Manufacturing, Inc. 6.250%, 3/15/21	$	900		$	931
Arcelik AS 144A 5.000%, 4/3/23⁽³⁾		540			466
Arcos Dorados Holdings, Inc. 144A 10.250%, 7/13/16⁽³⁾		1,125	^BRL		503
Bon-Ton Department Stores, Inc. (The) 8.000%, 6/15/21		880			827
Boyd Gaming Corp. 9.000%, 7/1/20		870			948
Brookfield Residential Properties, Inc. 144A 6.500%, 12/15/20⁽³⁾		1,065			1,076
Cencosud SA 144A 4.875%, 1/20/23⁽³⁾		535			507
Claire’s Stores, Inc. 144A 9.000%, 3/15/19⁽³⁾		975			1,085
Clear Channel Communications, Inc.
144A 9.000%, 12/15/19		54			53
9.000%, 3/1/21		500			486
Clear Channel Worldwide Holdings, Inc. Series B 7.625%, 3/15/20		1,085			1,126
Dana Holding Corp. 5.375%, 9/15/21		1,250			1,234
Gateway Casinos & Entertainment Ltd. 144A 8.875%, 11/15/17⁽³⁾		200	^CAD		208
General Motors Co. 144A 3.500%, 10/2/18⁽³⁾		660			662
Hilton Worldwide Finance LLC (Hilton Worldwide Finance Corp.) 144A 5.625%, 10/15/21⁽³⁾		970			974
Hot Topic, Inc. 144A 9.250%, 6/15/21⁽³⁾		595			614
International Game Technology 7.500%, 6/15/19		580			678
Isle of Capri Casinos, Inc. 5.875%, 3/15/21		1,320			1,244
KOC Holding AS 144A 3.500%, 4/24/20⁽³⁾		830			707
Landry’s, Inc. 144A 9.375%, 5/1/20⁽³⁾		475			504
Live Nation Entertainment, Inc. 144A 7.000%, 9/1/20⁽³⁾		1,055			1,106
Meritor, Inc. 6.750%, 6/15/21		960			955
Mohegan Tribal Gaming Authority 144A 9.750%, 9/1/21⁽³⁾		1,000			1,050
Nara Cable Funding Ltd. 144A 8.875%, 12/1/18⁽³⁾		550			583
ONO Finance II plc 144A 10.875%, 7/15/19⁽³⁾		150			161


	PAR VALUE		VALUE
Consumer Discretionary—continued
Pittsburgh Glass Works LLC 144A 8.500%, 4/15/16⁽³⁾	$	650	$	671
PNK Finance Corp. 144A 6.375%, 8/1/21⁽³⁾		1,035		1,061
Rent-A-Center, Inc. 144A 4.750%, 5/1/21⁽³⁾		360		337
River Rock Entertainment Authority (The) 9.000%, 11/1/18		198		161
Seminole Hard Rock Entertainment, Inc. (Seminole Hard Rock International LLC) 144A 5.875%, 5/15/21⁽³⁾		310		298
ServiceMaster Co. 7.000%, 8/15/20		700		665
Sinclair Television Group, Inc. 5.375%, 4/1/21		1,155		1,103
Sirius XM Radio, Inc. 144A 4.250%, 5/15/20⁽³⁾		1,185		1,111
Six Flags Entertainment Corp. 144A 5.250%, 1/15/21⁽³⁾		1,140		1,089
Station Casinos LLC 7.500%, 3/1/21		970		1,031
Taylor Morrison Communities, Inc. 144A 5.250%, 4/15/21⁽³⁾		1,410		1,318
Toll Brothers Finance Corp. 6.750%, 11/1/19		465		516
Virgin Media Secured Finance plc 144A 5.375%, 4/15/21⁽³⁾		415		407
Yankee Candle Co. Holdings LLC PIK Interest Capitalization 10.250%, 2/15/16⁽¹³⁾		440		451

				29,345


Consumer Staples—0.4%
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21⁽³⁾		550		586
Ingles Markets, Inc. 144A 5.750%, 6/15/23⁽³⁾		975		943

				1,529


Energy—8.5%
Afren plc 144A 11.500%, 2/1/16⁽³⁾		475		547
Alta Mesa Holdings LP 9.625%, 10/15/18		775		822
Atlas Pipeline Partners LP 144A 6.625%, 10/1/20⁽³⁾		495		507
Calumet Specialty Products Partners LP (Calumet Finance Corp.) 9.625%, 8/1/20		295		327


	PAR VALUE		VALUE
Energy—continued
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18	$	686	$	751
CHC Helicopter SA 9.250%, 10/15/20		725		776
Chesapeake Energy Corp. 5.375%, 6/15/21		1,050		1,053
Compagnie Generale de Geophysique-Veritas 6.500%, 6/1/21		725		743
Ecopetrol SA 5.875%, 9/18/23		235		244
EP Energy LLC 9.375%, 5/1/20		840		949
EPL Oil & Gas, Inc. 8.250%, 2/15/18		1,120		1,187
EV Energy Partners LP 8.000%, 4/15/19		325		327
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16⁽³⁾		460		485
Frontier Oil Corp. 6.875%, 11/15/18		210		227
Gazprom OAO (Gaz Capital SA)
144A 8.146%, 4/11/18⁽³⁾		460		533
144A 3.850%, 2/6/20⁽³⁾⁽⁹⁾		1,115		1,062
144A 6.510%, 3/7/22⁽³⁾⁽⁹⁾		315		337
Gulfmark Offshore, Inc. 6.375%, 3/15/22		960		965
Linn Energy LLC
6.500%, 5/15/19		512		494
144A 6.750%, 11/1/19⁽³⁾		450		426
Lukoil International Finance BV 144A 7.250%, 11/5/19⁽³⁾		525		597
Memorial Production Partners LP 7.625%, 5/1/21		980		953
MIE Holdings Corp. 144A 9.750%, 5/12/16⁽³⁾		550		567
Novatek OAO (Novatek Finance Ltd.) 144A 4.422%, 12/13/22⁽³⁾⁽⁹⁾		1,105		1,014
Parker Drilling Co. 144A 7.500%, 8/1/20⁽³⁾		1,075		1,079
Petrobras International Finance Co. 5.375%, 1/27/21		500		502
Petroleos de Venezuela SA
Series 2014 4.900%, 10/28/14		1,005		948
RegS 5.250%, 4/12/17⁽⁴⁾		375		302
RegS 8.500%, 11/2/17⁽⁴⁾		5,110		4,642
Petroleos Mexicanos 5.500%, 6/27/44		650		590
Petropower I Funding Trust 144A 7.360%, 2/15/14⁽³⁾⁽⁵⁾		64		63
Plains Exploration & Production Co. 6.875%, 2/15/23		995		1,072
QEP Resources, Inc. 6.875%, 3/1/21		480		512


	PAR VALUE			VALUE
Energy—continued
QGOG Constellation SA 144A 6.250%, 11/9/19⁽³⁾	$	1,000		$	953
Regency Energy Partners LP (Regency Energy Finance Corp.) 144A 4.500%, 11/1/23⁽³⁾		1,160			1,056
Rosneft Finance SA RegS 7.500%, 7/18/16⁽⁴⁾		1,165			1,302
Rosneft Oil Co. ( Rosneft International Finance Ltd.) 144A 4.199%, 3/6/22⁽³⁾⁽⁵⁾		300			277
Sabine Pass Liquefaction LLC 144A 5.625%, 2/1/21⁽³⁾		915			900
Targa Resources Partners LP 6.375%, 8/1/22		787			822
Teekay Corp. 8.500%, 1/15/20		300			323
Venoco, Inc. 8.875%, 2/15/19		225			228
Weatherford International Ltd. 9.625%, 3/1/19		318			400
Zhaikmunai LP 144A 7.125%, 11/13/19⁽³⁾		790			832

					32,696


Financials—21.7%
ADCB Finance Cayman Ltd. 144A 4.750%, 10/8/14⁽³⁾		560			577
Air Lease Corp. 4.750%, 3/1/20		1,095			1,076
Aircastle Ltd. 7.625%, 4/15/20		1,840			2,042
Akbank TAS 144A 7.500%, 2/5/18⁽³⁾		1,565	^TRY		704
Alfa Bank OJSC (Alfa Bond Issuance plc) RegS 7.875%, 9/25/17⁽⁴⁾⁽⁹⁾		755			835
Allstate Corp. (The) 5.750%, 8/15/53⁽²⁾		1,455			1,419
Ally Financial, Inc. 4.750%, 9/10/18		585			583
ALROSA Finance SA 144A 7.750%, 11/3/20⁽³⁾		1,065			1,188
Avis Budget Car Rental LLC 5.500%, 4/1/23		1,325			1,232
Banco ABC Brasil SA 144A 7.875%, 4/8/20⁽³⁾		1,025			1,030
Banco Bilbao Vizcaya Argentaria Bancomer SA
144A 6.500%, 3/10/21⁽³⁾		425			442
144A 6.750%, 9/30/22⁽³⁾		1,000			1,035
Banco Bradesco SA 144A 5.900%, 1/16/21⁽³⁾		1,150			1,150
Banco de Credito del Peru 144A 4.250%, 4/1/23⁽³⁾		657			583


	PAR VALUE			VALUE
Financials—continued
Banco do Brasil SA 144A 5.375%, 1/15/21⁽³⁾	$	600		$	577
Banco Internacional del Peru SAA 144A 5.750%, 10/7/20⁽³⁾		1,060			1,049
Banco Santander Brasil SA 144A 8.000%, 3/18/16⁽³⁾		900	^BRL		376
Banco Santander Chile 144A 3.875%, 9/20/22⁽³⁾		945			874
Banco Votorantim SA 144A 7.375%, 1/21/20⁽³⁾		1,660			1,722
Bancolombia SA 5.125%, 9/11/22		1,015			926
Bank of Georgia JSC 144A 7.750%, 7/5/17⁽³⁾		515			530
Bank of India
144A 3.250%, 4/18/18⁽³⁾		1,150			1,099
144A 3.625%, 9/21/18⁽³⁾		1,125			1,065
Barclays Bank plc 144A 5.926%,^(2)(3)(7)(8)		600			621
Braskem Finance Ltd. 144A 5.750%, 4/15/21⁽³⁾		500			490
Brazil Loan Trust 1 144A 5.477%, 7/24/23⁽³⁾		1,050			1,079
Chubb Corp. (The) 6.375%, 3/29/67⁽²⁾		680			729
City National Corp. 5.250%, 9/15/20		475			511
CorpGroup Banking SA 144A 6.750%, 3/15/23⁽³⁾		1,075			919
CPG Merger Sub LLC 144A 8.000%, 10/1/21⁽³⁾		310			317
Credit Bank of Moscow 144A 7.700%, 2/1/18⁽³⁾⁽⁹⁾		245			253
Denali Borrower LLC (Denali Finance Corp.) 144A 5.625%, 10/15/20⁽³⁾		955			929
Development Bank of Kazakhstan JSC 144A 4.125%, 12/10/22⁽³⁾		1,090			1,006
DuPont Fabros Technology LP 144A 5.875%, 9/15/21⁽³⁾		575			578
E*TRADE Financial Corp. 6.375%, 11/15/19		840			899
ESAL GmbH 144A 6.250%, 2/5/23⁽³⁾		1,110			985
Eurasian Development Bank 144A 4.767%, 9/20/22⁽³⁾		925			865
Fidelity National Financial, Inc. 5.500%, 9/1/22		240			253
Fifth Third Capital Trust IV 6.500%, 4/15/37⁽²⁾		800			796


	PAR VALUE		VALUE
Financials—continued
First Niagara Financial Group, Inc. 6.750%, 3/19/20	$	1,160	$	1,345
Ford Motor Credit Co. LLC
8.125%, 1/15/20		650		811
5.750%, 2/1/21		275		305
General Motors Financial Co., Inc. 144A 4.750%, 8/15/17⁽³⁾		900		936
Genworth Holdings, Inc. 4.900%, 8/15/23		1,510		1,517
Glen Meadow Pass-Through Trust 144A 6.505%, 2/12/67⁽²⁾⁽³⁾		970		902
GRD Holdings III Corp. 144A 10.750%, 6/1/19⁽³⁾		520		554
HBOS plc 144A 6.750%, 5/21/18⁽³⁾		115		128
Hertz Corp. (The) 5.875%, 10/15/20		865		895
HSBC Finance Corp. 6.676%, 1/15/21		500		571
Hutchison Whampoa International Ltd. Series 12, 144A 6.000%^(2)(3)(7)(8)		1,130		1,188
ING US, Inc. 5.650%, 5/15/53^(2)(3)(8)		1,210		1,110
International Lease Finance Corp. 6.250%, 5/15/19		1,399		1,476
Intesa San Paolo SpA 3.125%, 1/15/16		875		874
Itau Unibanco Holding SA 144A 5.125%, 5/13/23⁽³⁾		1,085		996
Jefferies Group LLC
8.500%, 7/15/19		500		605
6.875%, 4/15/21		160		177
Kazakhstan Temir Zholy Finance BV 144A 6.950%, 7/10/42⁽³⁾		795		802
Korea Finance Corp. 4.625%, 11/16/21		700		739
Landry’s Holdings II, Inc. 144A 10.250%, 1/1/18⁽³⁾		425		447
Level 3 Financing, Inc. 7.000%, 6/1/20		935		949
Lincoln National Corp. 6.050%, 4/20/67⁽²⁾⁽⁸⁾		300		294
Lloyds TSB Bank plc 144A 6.500%, 9/14/20⁽³⁾		750		828
Lukoil International Finance BV 144A 4.563%, 4/24/23⁽³⁾		495		460
Macquarie Bank Ltd. 144A 6.625%, 4/7/21⁽³⁾		189		206
Macquarie Group Ltd.
144A 7.625%, 8/13/19⁽³⁾		500		589
144A 6.250%, 1/14/21⁽³⁾		675		733


	PAR VALUE			VALUE
Financials—continued
Michaels FinCo Holdings LLC (Michaels FinCo, Inc.) PIK Interest Capitalization, 144A 7.500%, 8/1/18⁽³⁾⁽¹³⁾	$	855		$	870
Morgan Stanley
144A 10.090%, 5/3/17⁽³⁾		2,400	^BRL		1,045
4.100%, 5/22/23		710			663
Nationstar Mortgage LLC
6.500%, 8/1/18		595			601
6.500%, 7/1/21		1,000			963
Nordea Bank AB 144A 4.250%, 9/21/22⁽³⁾		1,360			1,345
Phosagro OAO (Phosagro Bond Funding Ltd.) 144A 4.204%, 2/13/18⁽³⁾⁽⁹⁾		875			860
PKO Finance AB 144A 4.630%, 9/26/22⁽³⁾⁽⁹⁾		1,315			1,291
Progressive Corp. (The) 6.700%, 6/15/37⁽²⁾		1,200			1,284
Prudential Financial, Inc.
5.875%, 9/15/42⁽²⁾		2,155			2,112
5.200%, 3/15/44⁽²⁾⁽⁸⁾		220			200
Reliance Holdings USA, Inc. 144A 5.400%, 2/14/22⁽³⁾		1,000			1,003
Royal Bank of Scotland Group plc (The)
6.400%, 10/21/19		370			423
5.625%, 8/24/20		750			828
7.648%, 8/29/49^(2)(7)(8)		550			569
Russian Agricultural Bank OJSC (RSHB Capital SA)
144A 6.299%, 5/15/17⁽³⁾		380			407
144A 5.298%, 12/27/17⁽³⁾		515			529
Santander U.S. Debt S.A.U. 144A 3.724%, 1/20/15⁽³⁾		800			811
Sberbank of Russia (Sberbank Capital SA)
144A 6.125%, 2/7/22⁽³⁾⁽⁹⁾		1,800			1,886
144A 5.125%, 10/29/22⁽³⁾⁽⁹⁾		990			923
Schaeffler Finance BV 144A 4.750%, 5/15/21⁽³⁾		467			455
Schaeffler Holding Finance BV PIK Interest Capitalization, 144A⁽¹³⁾6.875%, 8/15/18⁽³⁾		255			268
SLM Corp. 5.500%, 1/25/23		1,495			1,369
Sovereign Bank 8.750%, 5/30/18		400			477
Spansion LLC 7.875%, 11/15/17		750			786
Sun Merger Sub, Inc. 144A 5.875%, 8/1/21⁽³⁾		525			534
SunTrust Bank, Inc. 5.400%, 4/1/20		250			272
Telecom Italia Capital SA 7.175%, 6/18/19		500			550
TMK OAO Via (TMK Capital) SA 144A 6.750%, 4/3/20⁽³⁾⁽⁹⁾		1,130			1,076


	PAR VALUE		VALUE
Financials—continued
Turkiye Garanti Bankasi AS 144A 5.250%, 9/13/22⁽³⁾	$	985	$	906
UPCB Finance Ltd. Series VI 144A 6.875%, 1/15/22⁽³⁾		665		708
Vnesheconombank (VEB Finance plc) 144A 6.800%, 11/22/25⁽³⁾⁽⁹⁾		500		529
VTB Bank OJSC (VTB Capital SA) 144A 6.000%, 4/12/17⁽³⁾⁽⁹⁾		1,655		1,742
Webster Financial Corp. 5.125%, 4/15/14		205		209
Yapi ve Kredi Bankasi AS 144A 4.000%, 1/22/20⁽³⁾		1,080		964

				83,239


Health Care—1.6%
HCA, Inc. 6.500%, 2/15/20		990		1,075
inVentiv Health, Inc. 144A 9.000%, 1/15/18⁽³⁾		460		465
MPH Intermediate Holding Co. 2 PIK Interest Capitalization, 144A 8.375%, 8/1/18⁽³⁾⁽¹³⁾		490		504
Symbion, Inc. 8.000%, 6/15/16		740		784
Tenet Healthcare Corp.
4.750%, 6/1/20		1,150		1,113
144A 6.000%, 10/1/20⁽³⁾		180		184
4.500%, 4/1/21		470		442
144A 8.125%, 4/1/22⁽³⁾		770		806
Valeant Pharmaceuticals International, Inc. Escrow Corp.
144A 6.750%, 8/15/18⁽³⁾		710		763
144A 7.500%, 7/15/21⁽³⁾		130		141

				6,277


Industrials—8.6%
AAR Corp. 144A 7.250%, 1/15/22⁽³⁾		1,135		1,189
ADS Tactical, Inc. 144A 11.000%, 4/1/18⁽³⁾		600		546
ADT Corp. (The) 144A 6.250%, 10/15/21⁽³⁾		1,130		1,148
Ahern Rentals, Inc. 144A 9.500%, 6/15/18⁽³⁾		925		978
Air Canada 144A 6.750%, 10/1/19⁽³⁾		1,050		1,046
Air Canada Pass-Through-Trust 13-1, B 144A 5.375%, 5/15/21⁽³⁾		542		523
America West Airlines Pass-Through-Trust 00-1, G 8.057%, 7/2/20		711		772
American Airlines Pass-Through-Trust 13-1, A 144A 4.000%, 7/15/25⁽³⁾		1,200		1,125


	PAR VALUE			VALUE
Industrials—continued
Ashton Woods USA LLC (Ashton Woods Finance Co.) 144A 6.875%, 2/15/21⁽³⁾	$	1,100		$	1,081
Atlas Air Pass-Through-Trust
98-1, A 7.380%, 1/2/18		441			454
99-1, A1 7.200%, 1/2/19		594			619
00-1, A 8.707%, 1/2/19		215			228
Automotores Gildemeister SA
144A 8.250%, 5/24/21⁽³⁾		730			631
144A 6.750%, 1/15/23⁽³⁾		300			236
AWAS Aviation Capital Ltd. 144A 7.000%, 10/17/16⁽³⁾		993			1,027
Bharti Airtel International Netherlands BV 144A 5.125%, 3/11/23⁽³⁾		880			796
Bombardier, Inc. 144A 6.125%, 1/15/23⁽³⁾		1,305			1,312
Builders FirstSource, Inc. 144A 7.625%, 6/1/21⁽³⁾		940			942
Carpenter Technology Corp. 5.200%, 7/15/21		600			627
Continental Airlines Pass-Through-Trust 98-1, A 6.648%, 9/15/17		212			223
97-4, A 6.900%, 1/2/18		407			427
99-1, A 6.545%, 2/2/19		712			775
00-1, A1 8.048%, 11/1/20		849			964
01-1, A1 6.703%, 6/15/21		239			256
DP World Ltd. 144A 6.850%, 7/2/37⁽³⁾		400			402
Embraer SA 5.150%, 6/15/22		1,040			1,009
Hellenic Railways 5.460%, 1/30/14		1,200	^EUR		1,567
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		625			683
Nielsen Co. (The) 144A 5.500%, 10/1/21⁽³⁾		935			939
Northwest Airlines Pass-Through-Trust 02-1, G2 6.264%, 11/20/21		860			887
Odebrecht Finance Ltd. 144A 8.250%, 4/25/18⁽³⁾		650	^BRL		243
Rexel SA 144A 5.250%, 6/15/20⁽³⁾		1,130			1,107
Sappi Papier Holding GmbH
144A 7.750%, 7/15/17⁽³⁾		650			679
144A 8.375%, 6/15/19⁽³⁾		440			461
Spirit Aerosystems, Inc. 6.750%, 12/15/20		1,225			1,289
Steelcase, Inc. 6.375%, 2/15/21		675			751
TransDigm, Inc. 144A 7.500%, 7/15/21⁽³⁾		640			691


	PAR VALUE		VALUE
Industrials—continued
U.S. Airways Pass-Through-Trust
01-1G 7.076%, 3/20/21	$	1,679	$	1,754
11-1 A 7.125%, 10/22/23		660		725
12-1A 5.900%, 10/1/24		499		522
UAL Pass-Through-Trust 09-2 9.750%, 1/15/17		402		457
Voto-Votorantim Ltd. 144A 6.750%, 4/5/21⁽³⁾		750		803

				32,894


Information Technology—2.2%
Ceridian Corp. 144A 11.000%, 3/15/21⁽³⁾		40		47
Digicel Ltd. 144A 8.250%, 9/1/17⁽³⁾		848		883
EarthLink, Inc.
8.875%, 5/15/19		225		218
144A 7.375%, 6/1/20⁽³⁾		450		441
Equinix, Inc. 4.875%, 4/1/20		465		453
First Data Corp.
144A 8.250%, 1/15/21⁽³⁾		1,090		1,131
144A 11.750%, 8/15/21⁽³⁾		2,370		2,299
Freescale Semiconductor, Inc. 144A 5.000%, 5/15/21⁽³⁾		940		898
NCR Corp. 4.625%, 2/15/21		1,035		975
QVC, Inc. 5.125%, 7/2/22		240		236
VeriSign, Inc. 144A 4.625%, 5/1/23⁽³⁾		810		765

				8,346


Materials—5.6%
Alpek SA de C.V. 144A 5.375%, 8/8/23⁽³⁾		1,460		1,445
Calumet Specialty Products Partners LP 9.375%, 5/1/19		763		841
Cascades, Inc. 7.875%, 1/15/20		1,100		1,166
Cemex SAB de CV 144A 9.500%, 6/15/18⁽³⁾		976		1,086
Eldorado Gold Corp. 144A 6.125%, 12/15/20⁽³⁾		455		441
EuroChem Mineral & Chemical Co. OJSC 144A 5.125%, 12/12/17⁽³⁾⁽⁹⁾		550		550
FMG Resources Property Ltd. 144A 8.250%, 11/1/19⁽³⁾		650		703
Gerdau Holdings, Inc.
144A 7.000%, 1/20/20⁽³⁾		1,075		1,145
144A 4.750%, 4/15/23⁽³⁾		590		525
Hexion U.S. Finance Corp.
144A 8.875%, 2/1/18		595		619
6.625%, 4/15/20		580		583
Huntsman International LLC 4.875%, 11/15/20		440		419


	PAR VALUE			VALUE
Materials—continued
Ineos Finance plc 144A 8.375%, 2/15/19⁽³⁾	$	705		$	780
Mexichem SAB de CV 144A 4.875%, 9/19/22⁽³⁾		485			470
NewMarket Corp. 4.100%, 12/15/22		1,174			1,136
Nufarm Australia Ltd. 144A 6.375%, 10/15/19⁽³⁾		1,160			1,166
Reynolds Group Issuer, Inc. 8.250%, 2/15/21		1,670			1,691
Sappi Papier Holding GmbH 144A 6.625%, 4/15/21⁽³⁾		970			912
Severstal OAO (Steel Capital SA) 144A 6.700%, 10/25/17⁽³⁾⁽⁹⁾		425			455
Tronox Finance LLC 144A 6.375%, 8/15/20		865			861
Turkiye Sise Ve Cam Fabrikalari AS 144A 4.250%, 5/9/20⁽³⁾		695			604
United States Steel Corp. 6.875%, 4/1/21		1,360			1,384
Vale Overseas Ltd. 4.375%, 1/11/22		1,355			1,306
Vedanta Resources plc 144A 9.500%, 7/18/18⁽³⁾		945			1,042

					21,330


Telecommunication Services—2.4%
America Movil SAB de CV Series 12 6.450%, 12/5/22		5,000	^MXN		358
CenturyLink, Inc. Series T 5.800%, 3/15/22		750			711
Frontier Communications Corp. 7.125%, 1/15/23		945			952
Intelsat Luxembourg SA 144A 7.750%, 6/1/21⁽³⁾		675			701
Koninklijke KPN NV 144A 7.000%, 3/28/73^(2)(3)(8)		885			892
SBA Telecommunications, Inc. 5.750%, 7/15/20		820			818
Sprint Communications, Inc. 6.000%, 11/15/22		1,305			1,207
Telefonica Emisiones, S.A.U. 5.462%, 2/16/21		975			999
Wind Acquisition Finance S.A. 144A 11.750%, 7/15/17⁽³⁾		850			904
Windstream Corp. 7.750%, 10/15/20		1,530			1,587

					9,129


	PAR VALUE		VALUE
Utilities—1.1%
AmeriGas Partners LP 7.000%, 5/20/22	$	450	$	470
Calpine Corp. 144A 7.500%, 2/15/21⁽³⁾		810		865
Electricite de France SA 144A 5.250%, 12/29/49^(2)(3)(9)		1,360		1,286
Enel SpA 144A 8.750%, 9/24/73⁽²⁾⁽³⁾		375		380
Israel Electric Corp. Ltd. 144A 5.625%, 6/21/18⁽³⁾		500		517
NRG Energy, Inc.
7.625%, 1/15/18		105		117
7.625%, 5/15/19		680		721
6.625%, 3/15/23		75		74
Texas Competitive Electric Holdings Co., LLC Series A 10.250%, 11/1/15		200		6

				4,436
TOTAL CORPORATE BONDS (Identified Cost $229,723)				229,221

LOAN AGREEMENTS⁽²⁾—12.1%

Consumer Discretionary—2.5%
Advantage Sales & Marketing, Inc. Second Lien, 8.250%, 6/17/18		351		356
Affinity Gaming LLC (Herbst Gaming LLC). 5.500%, 11/9/17		568		578
BJ’s Wholesale Club, Inc. Second Lien, 9.750%, 3/26/20		208		213
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.) Tranche B-6, 5.429%, 1/28/18		1,084		986
CBAC Borrower LLC Tranche B, 8.250%, 7/2/20		292		302
Clear Channel Communications, Inc.
Tranche B, 3.829%, 1/29/16		1,080		1,020
Tranche D, 6.929%, 1/30/19		348		324
Cumulus Media Holdings, Inc. Second Lien, 7.500%, 9/16/19		484		492
EB Sports Corp. 11.500%, 12/31/15		625		623
Granite Broadcasting Corp. Tranche B First Lien 6.750%, 5/23/18		1,141		1,148
Landry’s, Inc. (Landry’s Restaurant, Inc.) Tranche B, 4.750%, 4/24/18		1,075		1,085


	PAR VALUE		VALUE
Consumer Discretionary—continued
Peppermill Casinos, Inc. Tranche B, 7.250%, 11/9/18	$	1,064	$	1,085
Shingle Springs Tribal Gaming Authority 6.250%, 8/29/19		665		665
Transtar Holding Co. Second Lien, 9.750%, 10/9/19		380		388
TWCC Holding Corp. Second Lien, 7.000%, 6/26/20		448		461

				9,726


Consumer Staples—0.2%
AdvancePierre Foods, Inc. Second Lien, 9.500%, 10/10/17		655		668


Energy—0.9%
Fieldwood Energy LLC 7.125%, 9/30/20		616		615
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		556		547
NGPL Pipeco LLC 6.750%, 9/15/17		497		446
Samson Investment Co. Second Lien, 6.000%, 9/25/18		734		736
SES International Holdings Ltd. (Saxon) 5.500%, 2/15/19		912		916

				3,260


Financials—0.7%
Altisource Portfolio Solutions S.A.R.L Tranche B, 5.750%, 11/27/19		531		536
Capital Automotive LP Second Lien, 6.000%, 4/30/20		106		109
iPayment, Inc . 6.750%, 5/8/17		577		558
Lonestar Intermediate Super Holdings LLC 11.000%, 9/2/19		108		113
Nuveen Investments, Inc. Tranche B, Second Lien 6.500%, 2/28/19		1,144		1,140

				2,456


Health Care—1.0%
American Renal Holdings, Inc. Second Lien, 8.500%, 3/20/20		909		898
Ardent Medical Services, Inc.
First Lien, 6.750%, 7/2/18		344		346


	PAR VALUE		VALUE
Health Care—continued
Second Lien, 11.000%, 1/2/19	$	289	$	296
INC Research, LLC 6.000%, 7/12/18		343		345
InVentiv Health, Inc. (Ventive Health, Inc.) 7.500%, 8/4/16		583		566
MMM Holdings, Inc. 9.750%, 12/12/17		314		316
MSO of Puerto Rico, Inc. 9.750%, 12/12/17		228		230
Rural/Metro Operating Co. LLC First Lien, 5.750%, 6/30/18		701		668
Surgery Center Holdings, Inc. First Lien 6.000%, 4/11/19		304		305

				3,970


Industrials—2.7%
Alliance Laundry Systems LLC Second Lien, 9.500%, 12/10/19		93		94
Aluma Systems, Inc. (Brand Energy & Infrastructure) Tranche 1, 6.250%, 10/23/18		190		191
American Airlines, Inc. Tranche B, 4.750%, 6/27/19		1,028		1,024
AWAS Finance Luxemborg S.A. Tranche 2012, 3.500%, 7/16/18		617		619
Brand Energy & Infrastructure Services, Inc. Tranche B-1, First Lien, 6.250%, 10/23/18		791		796
Second Lien, 11.000%, 10/23/19		395		405
Brock Holdings Ill, Inc. Second Lien, 10.000%, 3/16/18		285		290
Ceridian Corp. Tranche 2013, 4.429%, 5/9/17		1,296		1,298
CHG Buyer Corp. Second Lien, 9.000%, 11/19/20		244		250
Commercial Barge Line Co. First Lien 7.500%, 9/22/19		1,124		1,096
Hawker Beechcraft Acquisition Company LLC 5.750%, 2/14/20		1,145		1,156
Husky Injection Molding 4.250%, 7/2/18		535		536
International Equipment Solutions (IES Global B.V.) 6.750%, 8/16/19		640		634


	PAR VALUE		VALUE
Industrials—continued
McJunkin Red Man Corp. 7.000%, 11/8/19	$	700	$	705
Navistar, Inc. Tranche B, 5.750%, 8/17/17		729		740
SESAC Holding Co. II LLC First Lien, 6.000%, 2/7/19		392		395

				10,229


Information Technology—3.2%
Alcatel-Lucent U.S.A., Inc. 5.750%, 1/30/19		851		858
Allflex Holdings III, Inc. Second Lien, 8.000%, 7/19/21		599		609
Applied Systems, Inc. Second Lien, 8.250%, 6/8/17		333		336
Avaya, Inc. Tranche B-3, 4.762%, 10/26/17		613		551
Blue Coat Systems, Inc.
4.500%, 5/31/19		1,070		1,076
Second Lien 9.500%, 6/28/20		985		992
Deltek, Inc.
First Lien, 5.000%, 10/10/18		774		777
Second Lien, 10.000%, 10/10/19		638		644
IPC Systems, Inc. Tranche C, First Lien, 7.750%, 7/31/17		1,044		1,024
Kronos, Inc. Second Lien, 9.750%, 4/30/20		605		628
Novell, Inc. (Attachmate Corp.) First Lien, 7.250%, 11/22/17		515		517
RP Crown Parent LLC First Lien 6.750%, 12/21/18		705		711
SCS Holdings I, Inc. (Sirius Computer Solutions, Inc.) 7.000%, 12/7/18		477		484
Smart Modular Technologies (Global), Inc. 8.250%, 8/26/17		240		219
Sorenson Communications, Inc. 9.500%, 10/31/14		701		709
Spansion LLC 5.250%, 12/13/18		320		323
SRA International, Inc. 6.500%, 7/20/18		490		486
Vision Solutions, Inc. 6.000%, 7/23/16		376		377
Wall Street Systems Holdings, Inc. First Lien, 5.750%, 10/25/19		397		399
Second Lien, 9.250%, 10/25/20		407		410

				12,130


	PAR VALUE			VALUE
Materials—0.8%
AZ Chem US, Inc. 5.250%, 12/22/17	$	589		$	595
Fortescue Metals Group Ltd. (FMG Resources Ltd.) 2006, 5.250%, 10/18/17		325			326
Houghton International, Inc. Holding Corp. (HII Holding Corp.) Second Lien, 9.500%, 12/21/20		630			634
Noranda Aluminum Acquisition Corp. Tranche B, 5.750%, 2/28/19		1,313			1,238
Tronox Pigments B.V. 4.500%, 3/19/20		234			236

					3,029


Telecommunication Services—0.1%
Securus Technologies Holdings, Inc. (Securus Technologies, Inc.) Second Lien 9.000%, 4/30/21		480			473


Utilities—0.1%
Texas Compeptitive Electric Holdings Co. LLC 2017 Extended, 4.766%, 10/10/17		375			253
TOTAL LOAN AGREEMENTS (Identified Cost $45,943)					46,194

	SHARES
PREFERRED STOCK—3.4%

Financials—3.2%
Ally Financial, Inc.⁽³⁾ 7.00%		321			307
Ally Financial, Inc.⁽²⁾ 8.50%		20,000	⁽¹¹⁾		536
Banco Bilbao Vizcaya Argentaria S.A. International S.A. Unipersonal 5.919%⁽²⁾		675,000	⁽¹¹⁾		607
Banco do Brasil S.A. 144A 8.500%⁽²⁾⁽³⁾		600,000	⁽¹¹⁾		666
Bank of America Corp. Series U, 5.20%⁽²⁾		330,000	⁽¹¹⁾		290
Bank of America Corp. Series K, 8.000%⁽²⁾		375,000	⁽¹¹⁾		408
Citigroup Capital XVII Series E 6.350%		44,460	⁽¹¹⁾		1,106
Citigroup, Inc. Series D 5.350%⁽²⁾		1,210,000	⁽¹¹⁾		1,057
Fifth Third Bancorp 5.10%⁽²⁾		775,000	⁽¹¹⁾		676


	SHARES			VALUE
Financials—continued
General Electric Capital Corp. Series C 5.25%⁽²⁾		600,000	⁽¹¹⁾	$	556
General Electric Capital Corp. Series B 6.25%⁽²⁾		700,000	⁽¹¹⁾		707
JPMorgan Chase & Co. Series Q, 5.15%⁽²⁾		1,595,000	⁽¹¹⁾		1,404
JPMorgan Chase & Co. Series 1 7.90%⁽²⁾		247,000	⁽¹¹⁾		268
PNC Financial Services Group, Inc. Series K, 4.483% (The)⁽²⁾		350,000	⁽¹¹⁾		348
PNC Financial Services Group, Inc. Series R, 4.85% (The)⁽²⁾		965,000	⁽¹¹⁾		830
U.S. Bancorp Series G 6.00%⁽²⁾		22,600	⁽¹¹⁾		609
Wells Fargo & Co. Series K, 7.98%⁽²⁾		950,000	⁽¹¹⁾		1,045
Zions Bancorporation 6.95%⁽²⁾		38,525			982

					12,402


Industrials—0.2%
Seaspan Corp. Series C, 9.50%		20,000			542
TOTAL PREFERRED STOCK (Identified Cost $13,146)					12,944

COMMON STOCKS—0.0%

Consumer Discretionary—0.0%
Mark IV Industries		446			18


Industrials—0.0%
Velo Holdings, Inc.⁽⁵⁾⁽⁶⁾		12,667			0
TOTAL COMMON STOCKS (Identified Cost $4)					18
TOTAL LONG TERM INVESTMENTS—98.8%
(Identified Cost $379,810)					378,387

SHORT-TERM INVESTMENTS—0.1%

Money Market Mutual Funds—0.1%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		572,830		$	573
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $573)					573
TOTAL INVESTMENTS—98.9%
(Identified Cost $380,383)					378,960	⁽¹⁾
Other assets and liabilities, net—1.1%					4,145

NET ASSETS—100.0%				$	383,105

Abbreviations:

PIK	Payment-in-Kind Security

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2013.

⁽³⁾	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2013, these securities amounted to a value of $150,529 or 39.3% of net assets.

⁽⁴⁾	Regulation S security. Security is offered and sold outside of the United States, therefore, it is exempt from registration with the SEC under rules 903 and 904 of the Securities Act of 1933.

⁽⁵⁾	Illiquid security.

⁽⁶⁾	Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a Level 3 security in the disclosure table located after the Schedule of Investments.

⁽⁷⁾	No contractual maturity date

⁽⁸⁾	Interest payments may be deferred.

⁽⁹⁾	This note was issued for the sole purpose of funding a loan agreement between the issuer and the borrower. As the credit risk for this security lies solely with the borrower, the name represented here is that of the borrower.

⁽¹⁰⁾	Principal amount is adjusted pursuant to the change in the local inflation index.

⁽¹¹⁾	Value shown as par value.

⁽¹²⁾	69.7% of the income received was in cash and 30.3% in PIK.

⁽¹³⁾	100% of the income received was in cash.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

Securities with an end of period market value of $1,948 were transferred from level 2 into level 1 since starting to use an exchange price.

The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value.


	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—0.0%
Bolivarian Republic of Venezuela RegS 5.750%, 2/26/16⁽⁴⁾	$	525		$	475
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $505)					475

MORTGAGE-BACKED SECURITIES—0.4%

Non-Agency—0.4%
Extended Stay America Trust 13-ESHM, M 144A 7.625%, 12/5/19⁽³⁾		2,375			2,429
Residential Asset Securitization Trust 13-LT2, A, 144A 2.833%, 5/22/28⁽³⁾		1,237			1,236
TOTAL MORTGAGE-BACKED SECURITIES
(Identified Cost $3,734)					3,665

ASSET-BACKED SECURITIES—0.4%
AABS Ltd. 13-1, A 4.875%, 1/10/38⁽²⁾		791			793
Drug Royalty LP II 12-1, A2, 144A 4.474%, 1/15/25⁽³⁾		874			878
New Century Home Equity Loan Trust 05-A, A4W 5.035%, 8/25/35⁽²⁾		909			860
Security National Mortgage Loan Trust 04-1A, AF3, 144A 6.420%, 6/25/32⁽²⁾⁽³⁾		1,239			999
Terwin Mortgage Trust 04-15AL, A1 144A 5.775%, 7/25/34⁽²⁾⁽³⁾		566			540
TOTAL ASSET-BACKED SECURITIES
(Identified Cost $4,174)					4,070

CORPORATE BONDS—8.5%

Consumer Discretionary—1.8%
Boyd Gaming Corp. 9.125%, 12/1/18		1,150			1,256
CCO Holdings LLC 5.250%, 9/30/22		2,000			1,860
Cequel Communications Holdings I LLC 144A 6.375%, 9/15/20⁽³⁾		1,000			1,025
Clear Channel Communications, Inc. 144A 9.000%, 12/15/19		1,000			985
Dish DBS Corp. 4.250%, 4/1/18		1,000			1,006
Gateway Casinos & Entertainment Ltd. 144A 8.875%, 11/15/17⁽³⁾		140	^CAD		146
Isle of Capri Casinos, Inc. 5.875%, 3/15/21		830			782
Landry’s, Inc. 144A 9.375%, 5/1/20⁽³⁾		950			1,007
MGM Resorts International 7.625%, 1/15/17		500			561


	PAR VALUE		VALUE
Consumer Discretionary—continued
Nara Cable Funding Ltd. 144A 8.875%, 12/1/18⁽³⁾	$	525	$	557
ONO Finance II plc 144A 10.875%, 7/15/19⁽³⁾		315		337
Pittsburgh Glass Works LLC 144A 8.500%, 4/15/16⁽³⁾		225		232
ServiceMaster Co. 7.000%, 8/15/20		745		708
Sinclair Television Group, Inc. 5.375%, 4/1/21		1,870		1,786
Sirius XM Radio, Inc. 144A 4.250%, 5/15/20⁽³⁾		1,800		1,688
Taylor Morrison Communities, Inc. 144A 5.250%, 4/15/21⁽³⁾		750		701
Univision Communications, Inc. 144A 6.875%, 5/15/19⁽³⁾		1,135		1,220
Virgin Media Secured Finance plc 144A 5.375%, 4/15/21⁽³⁾		500		490
Yankee Candle Co. Holdings LLC PIK Interest Capitalization 10.250%, 2/15/16⁽⁸⁾		605		620

				16,967


Consumer Staples—0.4%
Chiquita Brands International, Inc. 144A 7.875%, 2/1/21⁽³⁾		1,400		1,491
Hawk Acquisition Sub, Inc. 144A 4.250%, 10/15/20⁽³⁾		2,170		2,075

				3,566


Energy—1.0%
Alta Mesa Holdings LP 9.625%, 10/15/18		750		795
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18		450		493
Chesapeake Energy Corp. 5.375%, 6/15/21		1,535		1,539
Compagnie Generale de Geophysique-Veritas 7.750%, 5/15/17		546		563
EPL Oil & Gas, Inc. 8.250%, 2/15/18		1,250		1,325
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16⁽³⁾		100		105
Hercules Offshore, Inc. 144A 7.125%, 4/1/17⁽³⁾		750		802
Linn Energy LLC 144A 6.750%, 11/1/19⁽³⁾		500		474
Memorial Production Partners LP 7.625%, 5/1/21		1,350		1,313
Petroleos de Venezuela SA RegS 8.500%, 11/2/17⁽⁴⁾		815		740


	PAR VALUE			VALUE
Energy—continued
Venoco, Inc. 8.875%, 2/15/19	$	875		$	886

					9,035


Financials—1.8%
Air Lease Corp.
5.625%, 4/1/17		1,165			1,241
4.750%, 3/1/20		765			752
Aircastle Ltd. 6.250%, 12/1/19		1,190			1,264
Ally Financial, Inc. 4.750%, 9/10/18		1,400			1,395
Avis Budget Car Rental LLC 4.875%, 11/15/17		455			466
Banco Santander Brasil SA 144A 8.000%, 3/18/16⁽³⁾		1,300	^BRL		542
Denali Borrower LLC (Denali Finance Corp.) 144A 5.625%, 10/15/20⁽³⁾		1,215			1,182
International Lease Finance Corp. 3.875%, 4/15/18		2,290			2,213
iStar Financial, Inc. 4.875%, 7/1/18		1,415			1,380
Level 3 Financing, Inc. 7.000%, 6/1/20		1,105			1,122
Michaels FinCo Holdings LLC (Michaels FinCo, Inc.) PIK Interest Capitalization, 144A 7.500%, 8/1/18⁽³⁾⁽⁸⁾		1,555			1,582
Nationstar Mortgage LLC
6.500%, 8/1/18		835			843
6.500%, 7/1/21		1,295			1,246
Schaeffler Holding Finance BV PIK Interest Capitalization, 144A 6.875%, 8/15/18⁽³⁾⁽⁸⁾		335			353
SLM Corp.
4.625%, 9/25/17		315			320
5.500%, 1/25/23		1,020			934
Spansion LLC 7.875%, 11/15/17		275			288

					17,123


Health Care—0.5%
Community Health Systems, Inc. (CHS) 5.125%, 8/15/18		1,055			1,076
inventive Health, Inc. 144A 9.000%, 1/15/18⁽³⁾		315			318
MPH Intermediate Holding Co. 2 PIK Interest Capitalization, 144A 8.375%, 8/1/18⁽³⁾⁽⁸⁾		570			586
Tenet Healthcare Corp.
144A 6.000%, 10/1/20⁽³⁾		435			446
4.500%, 4/1/21		1,000			941
Valeant Pharmaceuticals International, Inc. Escrow Corp. 144A 6.750%, 8/15/18⁽³⁾		965			1,037

					4,404


	PAR VALUE		VALUE
Industrials—0.8%
Air Canada 144A 6.750%, 10/1/19⁽³⁾	$	965	$	961
Atlas Air Pass-Through-Trust 98-1, A 7.380%, 1/2/18		639		658
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		1,075		1,175
Rexel SA 144A 5.250%, 6/15/20⁽³⁾		1,230		1,205
Sappi Papier Holding GmbH 144A 7.750%, 7/15/17⁽³⁾		670		700
Spectrum Brands Escrow Corp. 144A 6.375%, 11/15/20⁽³⁾		715		747
U.S. Airways Pass-Through-Trust 98-1 6.850%, 1/30/18		633		662
United Rentals North America, Inc. 7.375%, 5/15/20		1,000		1,083

				7,191


Information Technology—0.7%
Ceridian Corp. 144A 11.000%, 3/15/21⁽³⁾		55		64
Equinix, Inc. 4.875%, 4/1/20		580		566
First Data Corp.
11.250%, 3/31/16		2,291		2,302
144A 8.250%, 1/15/21⁽³⁾		1,015		1,053
144A 11.750%, 8/15/21⁽³⁾		2,540		2,464

				6,449


Materials—1.5%
Ardagh Packaging Finance plc 144A 7.375%, 10/15/17⁽³⁾		1,200		1,289
Calumet Specialty Products Partners LP 9.375%, 5/1/19		433		477
Cemex SAB de CV
144A 9.500%, 6/15/18⁽³⁾		1,499		1,668
144A 5.875%, 3/25/19⁽³⁾		815		784
FMG Resources Property Ltd. 144A 8.250%, 11/1/19⁽³⁾		750		812
Hexion U.S. Finance Corp.
144A 8.875%, 2/1/18		1,375		1,430
6.625%, 4/15/20		1,370		1,377
Huntsman International LLC 4.875%, 11/15/20		890		848
Reynolds Group Issuer, Inc.
9.000%, 4/15/19		1,500		1,582
5.750%, 10/15/20		940		948


	PAR VALUE		VALUE
Materials—continued
Sealed Air Corp. 144A 6.500%, 12/1/20⁽³⁾	$	225	$	237
Tronox Finance LLC 144A 6.375%, 8/15/20		1,000		995
United States Steel Corp. 6.875%, 4/1/21		1,235		1,257
Vedanta Resources plc 144A 9.500%, 7/18/18⁽³⁾		685		755

				14,459


Telecommunication Services—0.2%
Intelsat Luxembourg SA 144A 7.750%, 6/1/21⁽³⁾		1,230		1,278
TOTAL CORPORATE BONDS (Identified Cost $80,691)				80,472

LOAN AGREEMENTS⁽²⁾—93.3%

Consumer Discretionary—25.8%
99 Cents Only Stores Tranche B-1, 5.250%, 1/11/19		979		983
Academy Ltd. 4.500%, 8/3/18		1,572		1,581
Acosta, Inc. Tranche D, 5.000%, 3/2/18		1,957		1,964
Acquisitions Cogeco Cable II LP (Atlantic Broadband (Penn) Holdings, Inc.) Tranche B, 3.250%, 11/30/19		901		893
Advantage Sales & Marketing, Inc. First Lien, 4.250%, 12/18/17		2,591		2,605
Second Lien, 8.250%, 6/17/18		570		578
Affinia Group, Inc. Tranche B-2, 4.750%, 4/25/20		670		673
Affinity Gaming LLC (Herbst Gaming LLC). 5.500%, 11/9/17		1,019		1,037
Allison Transmission Tranche B-3, 3.750%, 8/23/19		1,179		1,181
Armstrong World Industries, Inc. Tranche B, 3.500%, 3/15/20		3,980		3,969
August Holding Co. (U.S.) Tranche B-1, First Lien 5.000%, 4/27/18		917		919
(Luxemborg / U.K.) Tranche B-1, First Lien, 5.000%, 4/27/18		1,068		1,069
Bally Technologies, Inc. 0.000%, 8/21/20⁽⁷⁾		6,000		6,004
BJ’s Wholesale Club, Inc.
First Lien, 4.250%, 9/26/19		1,988		1,985
Second Lien, 9.750%, 3/26/20		315		322


	PAR VALUE		VALUE
Consumer Discretionary—continued
Boyd Gaming Corp. Tranche B, 4.000%, 8/14/20	$	5,047	$	5,050
Bright Horizons Family Solutions LLC (Bright Horizons Family Solutions, Inc.) Tranche B, 4.000%, 1/30/20		1,489		1,490
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.)
Tranche B-4, 9.500%, 10/31/16		1,540		1,540
Tranche B-6, 5.429%, 1/28/18		5,822		5,295
Cannery Casino Resorts LLC First Lien, 6.000%, 10/2/18		887		885
CBAC Borrower LLC Tranche B, 8.250%, 7/2/20		1,854		1,914
Cequel Communications LLC 3.500%, 2/14/19		1,773		1,774
Charter Communications Operations LLC
Tranche E, 3.000%, 7/1/20		4,412		4,372
Tranche F, 3.000%, 12/31/20		5,306		5,260
Chrysler Group LLC Tranche B, 4.250%, 5/24/17		3,695		3,729
Clear Channel Communications, Inc.
Tranche B, 3.829%, 1/29/16		2,000		1,889
Tranche D, 6.929%, 1/30/19		10,933		10,162
CSC Holdings, Inc. (CSC Holdings, Inc. (Cablevision)) Tranche B, 2.679%, 4/17/20		4,168		4,128
Cumulus Media Holdings, Inc.
First Lien, 4.500%, 9/17/18		1,816		1,830
Second Lien, 7.500%, 9/16/19		1,968		2,002
Dave & Buster’s, Inc. 4.500%, 6/1/16		1,395		1,401
EB Sports Corp. 11.500%, 12/31/15		1,000		997
Entercom Radio LLC Tranche B-1, 6.000%, 11/23/18		2,218		2,235
Federal-Mogul Corp.
Tranche B, 2.118%, 12/29/14		5,929		5,838
Tranche C, 2.118%, 12/28/15		3,027		2,980
Fram Group Holdings, Inc. (Prestone Holdings, Inc.)
First Lien, 6.500%, 7/31/17		950		935
Second Lien, 10.500%, 1/29/18		500		486


	PAR VALUE			VALUE
Consumer Discretionary—continued
Gateway Casinos & Entertainment Ltd. Tranche B, 7.500%, 5/12/16		808	^CAD	$	786
General Nutrition Centers, Inc. Tranche B, 3.750%, 3/2/18	$	1,746			1,753
Getty Images, Inc. 4.750%, 10/18/19		2,910			2,614
Granite Broadcasting Corp. Tranche B First Lien 6.750%, 5/23/18		2,265			2,280
Great Wolf Resorts 4.500%, 8/6/20		2,993			2,987
Harbor Freight Tools 4.750%, 7/26/19		1,489			1,503
Hilton Worldwide, Inc. (Hilton Hotels Corp.) Tranche B-2 0.000%, 9/23/20⁽⁷⁾		11,513			11,511
Hubbard Radio LLC Tranche 1, 4.500%, 4/29/19		2,044			2,052
KAR Auction Services, Inc. 3.750%, 5/19/17		2,613			2,625
Landry’s, Inc. (Landry’s Restaurant, Inc.) Tranche B, 4.750%, 4/24/18		2,713			2,736
Las Vegas Sands LLC
Tranche DD-I, 1.680%, 5/23/14		64			64
Non-Extended Tranche B, 1.680%, 5/23/14		311			311
Extended Tranche B, 2.680%, 11/23/16		1,041			1,041
Extended Tranche DD-I, 2.680%, 11/23/16		210			210
Laureate Education, Inc.
Series 2018, 5.250%, 6/15/18		1,986			1,993
0.000%, 6/16/18⁽⁷⁾		1,000			1,003
Leslie’s Poolmart, Inc. 5.250%, 10/16/19		2,307			2,322
Liberty Cablevision of Puerto Rico LLC Tranche B, First Lien, 6.000%, 6/9/17		978			984
Live Nation Entertainment 3.500%, 8/17/20		3,394			3,383
MCC LLC (Mediacom Broadband Group)
Tranche G, 4.000%, 1/20/20		990			993
Tranche H, 3.250%, 1/29/21		1,995			1,978
Media General, Inc. 0.500%, 7/31/20		5,000			5,019
Merrill Communications LLC Tranche B, 8.500%, 3/8/18		1,716			1,729
Metaldyne LLC 5.000%, 12/18/18		993			1,000
MGM Resorts International (MGM Grand Detroit LLC)
Tranche A, 2.929%, 12/20/17		1,985			1,985


	PAR VALUE		VALUE
Consumer Discretionary—continued
Tranche B, 3.500%, 12/20/19	$	4,861	$	4,851
Michaels Stores, Inc. Tranche B, 3.750%, 1/28/20		3,990		3,996
Neiman Marcus Group, Inc. (The) 4.000%, 5/16/18		1,901		1,902
Nine Entertainment Group Ltd. (PBL Media Group Limited) Tranche B, 3.500%, 2/5/20		3,483		3,469
Oceania Cruises, Inc. 6.750%, 7/2/20		3,000		3,029
Party City Holdings, Inc. 4.250%, 7/27/19		2,980		2,978
Peninsula Gaming LLC Tranche B, 4.250%, 11/20/17		986		991
Penn National Gaming, Inc. Tranche B, 3.750%, 7/16/18		1,790		1,794
Peppermill Casinos, Inc. Tranche B, 7.250%, 11/9/18		2,313		2,360
Phillips-Van Heusen Corp. Tranche B, 3.250%, 2/13/20		4,035		4,031
Pinnacle Entertainment, Inc. 3.750%, 8/13/20		5,647		5,651
Radio One, Inc. 7.500%, 3/31/16		594		608
Remy International, Inc. Tranche B, 4.250%, 3/5/20		1,985		1,994
Salem Communications Corp. 4.500%, 3/13/20		973		977
Scientific Games International, Inc.
Tranche B-1, 3.190%, 6/30/15		1,983		1,967
3.180%, 5/22/20		3,725		3,694
Seminole Hard Rock Entertainment, Inc. (Seminole Hard Rock International LLC) Tranche B, 3.500%, 5/14/20		964		963
Seminole Tribe of Florida 3.000%, 4/29/20		3,709		3,706
ServiceMaster Co. (The)
Tranche C, 4.250%, 1/31/17		1,613		1,575
Tranche B, 4.440%, 1/31/17		1,918		1,880
Seven Sea Cruises S. DE R.L. Tranche B-1, 4.750%, 12/21/18		2,718		2,745
Shingle Springs Tribal Gaming Authority 6.250%, 8/29/19		1,755		1,755
Sports Authority, Inc. (The) Tranche B, 7.500%, 11/16/17		1,070		1,076


	PAR VALUE		VALUE
Consumer Discretionary—continued
SRAM LLC First Lien, 5.250%, 4/10/20	$	2,811	$	2,776
Station Casinos LLC Tranche B, 5.000%, 3/2/20		2,420		2,448
TI Group Auto Systems LLC 5.500%, 3/28/19		1,576		1,595
Tower Automotive Holdings 4.750%, 4/23/20		1,374		1,378
Transtar Holding Co.
First Lien, 5.500%, 10/9/18		990		997
Second Lien, 9.750%, 10/9/19		460		469
Tribune Co. Tranche B, 4.000%, 12/31/19		1,044		1,046
TWCC Holding Corp. Second Lien, 7.000%, 6/26/20		3,524		3,625
UCI International, Inc. (United Components) 5.500%, 7/26/17		1,240		1,248
Univision Communications, Inc.
4.000%, 3/1/20		7,210		7,139
First Lien, 4.500%, 3/1/20		5,102		5,089
Veyance Technologies, Inc. 5.250%, 9/8/17		1,990		1,988
Virgin Media Investment Holdings Ltd. Tranche B, 3.500%, 6/8/20		3,847		3,831
WideOpenWest Finance LLC
Tranche B-1, 4.250%, 7/17/17		286		287
Tranche B, 4.750%, 4/1/19		2,098		2,116
Yankee Cable Acquisition LLC 5.250%, 3/1/20		927		933
Zuffa LLC 4.500%, 2/25/20		3,684		3,691

				245,465


Consumer Staples—7.4%
AdvancePierre Foods, Inc.
First Lien, 5.750%, 7/10/17		1,082		1,089
Second Lien, 9.500%, 10/10/17		1,035		1,056
American Rock Salt Co. LLC 5.500%, 4/25/17		1,201		1,202
Aramark Corp. Tranche D, 4.000%, 9/9/19		4,457		4,471
CIH International S.A R.L. 2.750%, 5/1/20		5,985		5,955
Crossmark Holdings, Inc.
First Lien, 4.500%, 12/20/19		3,021		2,993
Second Lien, 8.750%, 12/21/20		520		520
Del Monte Corp. 4.000%, 3/8/18		3,446		3,439


	PAR VALUE		VALUE
Consumer Staples—continued
Dole Food Co., Inc. Tranche B, 3.750%, 4/1/20	$	3,980	$	3,982
Heinz (H.J.) Co.
Tranche B-1, 3.250%, 6/7/19		1,726		1,729
Tranche B-2, 3.500%, 6/5/20		12,203		12,257
Hostess Brands Acquisition LLC Tranche B, 6.750%, 4/9/20		4,047		4,162
Pinnacle Foods Finance 3.250%, 4/29/20		4,000		3,965
Pinnacle Foods Finance LLC Tranche G, 3.250%, 4/29/20		6,667		6,618
Revlon Consumer Prods Corp. 4.000%, 8/19/19		1,000		1,000
Revlon Consumer Products Corp. 4.000%, 11/20/17		1,605		1,609
Rite Aid Corp.
Tranche 6, 4.000%, 2/21/20		5,970		5,970
Tranche 1, Second Lien, 5.750%, 8/21/20		101		104
Tranche 2, 4.875%, 6/21/21		1,417		1,425
Smart & Final, Inc. First Lien, 4.500%, 11/15/19		1,986		1,987
Spectrum Brands, Inc. 3.500%, 8/13/19		2,000		2,003
Supervalu, Inc. 5.000%, 3/21/19		977		976
Yankee Candle Co., Inc. (The) 6.250%, 4/2/19		1,805		1,808

				70,320


Energy—2.3%
Buffalo Gulf Coast Terminals LLC 5.250%, 10/31/17		654		660
Chesapeake Energy Corp. 5.750%, 12/2/17		2,910		2,966
CITGO Petroleum Corp. Tranche C, 9.000%, 6/24/17		199		204
Energy Transfer Equity LP 3.750%, 3/24/17		900		905
EP Energy LLC (Everest Acquisition LLC)
Tranche B-3, 3.500%, 5/24/18		567		567
Tranche B-2, 4.500%, 4/30/19		732		734
Fieldwood Energy LLC
7.125%, 9/28/18		440		441
7.125%, 9/30/20		1,508		1,506
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		1,921		1,889
MEG Energy Corp. 3.750%, 3/31/20		3,476		3,490


	PAR VALUE		VALUE
Energy—continued
NGPL Pipeco LLC 6.750%, 9/15/17	$	1,103	$	989
Quicksilver Resources. Inc. Second Lien, 7.000%, 6/21/19		2,250		2,171
Sabine Oil & Gas LLC Second Lien, 8.750%, 12/31/18		1,290		1,299
Samson Investment Co. Second Lien, 6.000%, 9/25/18		1,262		1,266
SES International Holdings Ltd. (Saxon) 5.500%, 2/15/19		1,522		1,528
Tesoro Corp. 2.511%, 5/30/16		995		997

				21,612


Financials—7.0%
AGFS Funding 0.000%, 9/25/19⁽⁷⁾		1,617		1,620
AlixPartners LLP 5.000%, 7/10/20		3,000		3,041
Altisource Portfolio Solutions S.A.R.L Tranche B, 5.750%, 11/27/19		1,988		2,007
Asurion LLC 3.500%, 7/8/20		1,499		1,453
Asurion LLC (Asurion Corp.) Tranche B-1, 4.500%, 5/24/19		3,279		3,255
Capital Automotive LP
Tranche B-1, 4.000%, 4/10/19		1,564		1,569
Second Lien, 6.000%, 4/30/20		1,185		1,215
Clipper Acquisitions Corp. 4.000%, 2/6/20		1,006		1,012
GEO Group, Inc. (The) 3.250%, 4/3/20		3,990		4,020
Guggenheim Partners LLC 4.000%, 7/22/20		3,000		3,012
Home Loan Servicing Solutions Ltd. 4.500%, 6/26/20		3,990		4,035
iPayment, Inc . 6.750%, 5/8/17		927		897
iStar Financial, Inc.
Tranche A-2, 7.000%, 3/19/17		468		481
4.500%, 10/15/17		4,062		4,079
Lonestar Intermediate Super Holdings LLC 11.000%, 9/2/19		300		314
MIP Delaware LLC Tranche B-1, 4.000%, 3/9/20		1,406		1,414
National Financial Partners 5.250%, 7/1/20		2,993		3,020
Nuveen Investments, Inc.
Tranche B, First Lien 4.179%, 5/13/17		3,925		3,885
Tranche B, Second Lien 6.500%, 2/28/19		4,292		4,276


	PAR VALUE		VALUE
Financials—continued
Ocean Rig 6.000%, 3/31/21	$	3,000	$	3,036
Re/Max International, Inc. 4.000%, 7/31/20		1,247		1,243
Realogy Corp.
Extended LOC, 4.40%, 10/10/16		445		448
Tranche B, 4.500%, 3/5/20		7,527		7,585
RPI Finance Trust 4.000%, 11/9/18		1,319		1,324
Springleaf Financial Funding Co. 5.500%, 5/10/17		284		284
Starwood Property Trust, Inc. 3.500%, 4/17/20		3,582		3,577
Trans Union LLC 4.250%, 2/8/19		1,500		1,508
Walter Investment Management Corp. Tranche B, 5.750%, 11/28/17		2,805		2,833

				66,443


Health Care—10.5%
Alere, Inc. (IM U.S. Holdings LLC)
Tranche B, 4.250%, 6/30/17		1,642		1,653
Tranche B-1, 4.250%, 6/30/17		983		989
Alkermes, Inc. First Lien, 3.500%, 9/25/19		992		989
American Renal Holdings, Inc.
Tranche B, First Lien, 4.500%, 8/20/19		1,529		1,518
Second Lien, 8.500%, 3/20/20		1,860		1,837
AMN Healthcare, Inc. Tranche B, 3.750%, 4/5/18		1,476		1,485
Aptalis Pharma, Inc. (Axcan Intermediate Holdings, Inc.) Tranche B-1, 5.500%, 2/10/17		1,016		1,018
Ardent Medical Services, Inc.
First Lien, 6.750%, 7/2/18		860		866
Second Lien, 11.000%, 1/2/19		375		384
Biomet 0.000%, 7/25/17⁽⁷⁾		2,985		3,002
BSN Medical Luxembourg Holding, S.A.R.L. (P&F Capital) 4.000%, 8/28/19		2,000		2,009
Capsugel Holdings U.S., Inc. 3.500%, 8/1/18		4,777		4,759
Catalent Pharma Solutions, Inc. (Cardinal Health 409, Inc.)
Tranche 1, 3.679%, 9/15/16		962		966
Tranche 2, 4.250%, 9/15/17		262		264


	PAR VALUE		VALUE
Health Care—continued
Community Health Systems, Inc. Extended, 3.761%, 1/25/17	$	3,275	$	3,279
ConvaTec, Inc. 4.000%, 12/22/16		1,598		1,610
CRC Health Corp. Tranche B-2, 4.679%, 11/16/15		1,439		1,446
DaVita, Inc. Tranche B-2 4.000%, 11/1/19		3,020		3,036
Drumm Investors LLC (Golden Living) 5.000%, 5/4/18		1,709		1,642
Emdeon, Inc. Tranche B-2, 3.750%, 11/2/18		3,055		3,056
Grifols, Inc. Tranche B, 4.250%, 6/1/17		972		979
HCA, Inc. Tranche B-4, 2.929%, 5/1/18		5,326		5,321
Health Management Associates, Inc. Tranche B, 3.500%, 11/16/18		3,301		3,304
Hologic, Inc. Tranche B, 3.750%, 8/1/19		2,946		2,956
Iasis Healthcare LLC Tranche B-2, 4.500%, 5/3/18		2,012		2,018
INC Research, LLC 6.000%, 7/12/18		556		560
InVentiv Health, Inc. (Ventive Health, Inc.) 7.500%, 8/4/16		1,177		1,142
Kinetic Concepts, Inc.
Tranche D-2, 4.000%, 11/4/16		947		952
Tranche D-1, 4.500%, 5/4/18		583		587
MedAssets, Inc. Tranche B, 4.000%, 12/13/19		155		156
MMM Holdings, Inc. 9.750%, 12/12/17		468		471
MSO of Puerto Rico, Inc. 9.750%, 12/12/17		340		342
Multiplan, Inc. Tranche B-1, 4.000%, 8/26/17		4,448		4,461
National Mentor Holdings, Inc. 6.500%, 2/9/17		975		987
NBTY, Inc. Tranche B-2, 3.500%, 10/1/17		2,782		2,789
Par Pharmaceutical Cos, Inc. (Par Pharmaceutical, Inc.) Tranche B-1, 4.250%, 9/30/19		1,369		1,366
Pharmaceutical Product Development, Inc. (Jaguar Holdings LLC) 4.250%, 12/5/18		1,985		1,992
PRA Holdings, Inc. 0.000%, 9/23/20⁽⁷⁾		3,000		2,990
Quintiles Transnational Corp. Tranche B-2, 4.000%, 6/8/18		1,461		1,467
Rural/Metro Operating Co. LLC First Lien, 5.750%, 6/30/18		1,997		1,903


	PAR VALUE		VALUE
Health Care—continued
Rural/Metro, Inc. 11.000%, 3/1/14	$	1,001	$	1,006
Select Medical Corp. Series C, Tranche B, 4.000%, 6/1/18		995		1,001
Sheridan Holdings, Inc. First Lien, 4.500%, 6/29/18		1,854		1,862
Surgery Center Holdings, Inc. First Lien 6.000%, 4/11/19		1,297		1,300
Surgical Care Affiliates LLC 4.250%, 6/29/18		3,465		3,475
U.S. Renal Care, Inc. First Lien, 5.250%, 7/3/19		2,482		2,513
United Surgical Partners International, Inc. Tranche B, 4.750%, 4/3/19		2,100		2,114
Valeant Pharmaceuticals International, Inc. 4.500%, 8/5/20		4,963		4,999
Valeant Pharmaceuticals International, Inc. Escrow Corp.
Series D2, Tranche B, 3.750%, 2/13/19		3,499		3,501
Series C2, Tranche B 3.750%, 12/11/19		1,022		1,026
Vanguard Health Holding Company II LLC Tranche B, 3.750%, 1/29/16		2,128		2,130
VWR Funding, Inc.
Tranche B-1, 4.179%, 4/3/17		166		166
4.429%, 4/3/17		1,209		1,211
Warner Chilcott Corp.
Tranche B-1, 5.500%, 3/15/18		555		556
(WC Luxco S.A.R.L.) Tranche B-3, 5.500%, 3/15/18		437		438
Tranche B-1, 5.500%, 3/15/18		242		242

				100,091


Industrials—11.6%
ADS Waste Holdings Tranche B, 4.250%, 10/9/19		3,082		3,086
Air Canada 0.000%, 9/20/19⁽⁷⁾		4,265		4,267
Allegion 0.000%, 12/25/20⁽⁷⁾		3,000		3,010
Alliance Laundry Systems LLC
First Lien, 4.250%, 12/10/18		2,424		2,432
Second Lien, 9.500%, 12/10/19		110		111
Altegrity, Inc. (U.S. Investigations Services, Inc.) 5.000%, 2/21/15		1,138		1,114


	PAR VALUE		VALUE
Industrials—continued
Aluma Systems, Inc. (Brand Energy & Infrastructure) Tranche 1, 6.250%, 10/23/18	$	247	$	249
American Airlines, Inc. Tranche B, 4.750%, 6/27/19		7,637		7,603
Apex Tool Group LLC Tranche B, 4.500%, 1/31/20		2,985		2,995
Avis Budget Car Rental LLC 3.000%, 3/15/19		2,814		2,810
AWAS Finance Luxemborg S.A. Tranche 2012, 3.500%, 7/16/18		1,075		1,079
Brand Energy & Infrastructure Services, Inc.
Tranche B-1, First Lien, 6.250%, 10/23/18		1,031		1,037
Second Lien, 11.000%, 10/23/19		465		477
Brickman Group Holdings, Inc.
Tranche B-2, 3.259%, 10/14/16		700		704
Tranche B-3, 4.000%, 9/28/18		2,383		2,389
Brock Holdings Ill, Inc.
First Lien, 6.750%, 3/16/17		823		828
Second Lien, 10.000%, 3/16/18		450		457
Ceridian Corp. Tranche 2013, 4.429%, 5/9/17		6,874		6,889
CHG Buyer Corp.
First Lien, 5.000%, 11/19/19		1,184		1,196
Second Lien, 9.000%, 11/19/20		425		435
Commercial Barge Line Co. First Lien 7.500%, 9/22/19		2,697		2,630
Doncasters Group Ltd. (Doncasters US LLC) Tranche B, 5.500%, 4/9/20		1,648		1,658
Douglas Dynamics LLC 5.750%, 4/18/18		896		901
Ducommun, Inc. Tranche B-1, 4.750%, 6/28/17		1,475		1,493
DynCorp International, Inc. 6.750%, 7/7/16		944		952
Edwards Ltd. First Lien, 4.750%, 3/26/20		1,711		1,713
Envision Healthcare Corp. (Emergency Medical Services Corp.) 4.000%, 5/25/18		3,722		3,726
Garda Security Group, Inc. Tranche B, 5.750%, 11/13/19		693		696
Hawker Beechcraft Acquisition Company LLC 5.750%, 2/14/20		1,600		1,615


	PAR VALUE		VALUE
Industrials—continued
HD Supply, Inc. 4.500%, 10/12/17	$	3,274	$	3,283
Husky Injection Molding 4.250%, 7/2/18		1,337		1,340
International Equipment Solutions (IES Global B.V.) 6.750%, 8/16/19		3,125		3,096
McJunkin Red Man Corp. 7.000%, 11/8/19		1,167		1,176
Mirion Technologies, Inc. 5.750%, 3/30/18		1,223		1,222
Mirror Bidco, Inc. 5.250%, 12/28/19		620		625
Navistar, Inc. Tranche B, 5.750%, 8/17/17		1,319		1,338
Nielsen Finance LLC Tranche E, 2.932%, 5/1/16		1,648		1,653
OPE USIC Holdings, Inc. 4.750%, 7/10/20		2,993		2,995
Protection One, Inc. 4.250%, 3/21/19		3,173		3,193
Quikrete Co., Inc. 0.000%, 9/26/20⁽⁷⁾		4,000		4,006
Rexnord LLC 4.000%, 8/21/20		5,000		4,949
SESAC Holding Co. II LLC First Lien, 6.000%, 2/7/19		464		468
SI Organization, Inc. (The) Tranche B, 5.500%, 11/22/16		973		951
Spin Holdco, Inc. First Lien, 5.500%, 11/14/19		4,000		4,000
Spotless Holdings 0.000%, 9/24/18⁽⁷⁾		2,000		2,008
Swift Transportation Tranche B-2, 4.000%, 12/21/17		706		710
TransDigm, Inc. Tranche C, 3.750%, 2/28/20		8,005		7,985
US Airways, Inc.
Tranche B-2, 3.500%, 11/23/16		765		767
Tranche B-1, 4.250%, 5/23/19		2,874		2,863
Utex Industries, Inc. First Lien, 4.750%, 4/10/20		1,995		1,995
WCA Waste Corp. (WCA Waste Systems, Inc.) 4.000%, 3/23/18		937		939
WireCo Worldgroup, Inc. 6.000%, 2/15/17		446		448

				110,562


Information Technology—14.3%
Activision Blizzard 0.000%, 7/26/20⁽⁷⁾		6,666		6,671
Alcatel-Lucent U.S.A., Inc. 5.750%, 1/30/19		4,809		4,853
Allflex Holdings III, Inc.
4.250%, 7/17/20		5,000		5,023


	PAR VALUE		VALUE
Information Technology—continued
Second Lien, 8.000%, 7/19/21	$	789	$	801
Applied Systems, Inc.
First Lien, 4.250%, 12/8/16		1,423		1,432
Second Lien, 8.250%, 6/8/17		334		337
Autotrader.com, Inc. Tranche B-1, 4.000%, 12/15/16		1,167		1,181
Avaya, Inc.
Tranche B-3, 4.762%, 10/26/17		1,645		1,477
Tranche B-5, 8.000%, 3/31/18		1,463		1,389
Blue Coat Systems, Inc.
4.500%, 5/31/19		2,851		2,867
Second Lien 9.500%, 6/28/20		3,154		3,178
BMC Software, Inc. 5.000%, 9/10/20		3,461		3,467
CCC Holdings, Inc. 4.000%, 12/20/19		2,690		2,684
CDW LLC 3.500%, 4/29/20		9,327		9,194
Commscope, Inc. Tranche 2, 3.750%, 1/14/18		1,492		1,499
CPI International Acquisition, Inc. (Catalyst Holdings, Inc.) Tranche B, 5.000%, 2/13/17		1,201		1,214
Dell, Inc. 0.000%, 3/24/20⁽⁷⁾		4,750		4,673
Deltek, Inc.
First Lien, 5.000%, 10/10/18		3,384		3,398
Second Lien, 10.000%, 10/10/19		1,529		1,542
Epicor Software Corp. (Eagle Parent Inc.) Tranche B-1, 4.500%, 5/16/18		2,933		2,939
First Data Corp.
Tranche 2017, 4.180%, 3/24/17		4,381		4,350
Tranche 2018, 4.180%, 3/23/18		5,500		5,459
Freescale Semiconductor, Inc. 5.000%, 1/15/21		2,000		2,006
Freescale Seminconductor, Inc. Tranche B-4, 5.000%, 2/28/20		3,920		3,941
Genpact Ltd. 3.500%, 8/30/19		1,236		1,237
Go Daddy Operating Co. LLC Tranche B-1, 4.250%, 12/17/18		4,595		4,599
IMS Health, Inc. Tranche B-1, 3.750%, 9/1/17		2,683		2,686
Infor (U.S.), Inc. (Lawson Software, Inc.)
Tranche B-2, 5.250%, 4/5/18		3,641		3,667


	PAR VALUE		VALUE
Information Technology—continued
Tranche B-3, 3.750%, 6/3/20	$	4,531	$	4,497
Information Resources, Inc. (Symphonyiri Group, Inc.) 5.500%, 9/26/20		1,122		1,125
Interactive Data Corp. 3.750%, 2/11/18		2,380		2,373
ION Trading Technologies S.A.R.L. First Lien, 4.500%, 5/22/20		1,375		1,376
IPC Systems, Inc. Tranche C, First Lien, 7.750%, 7/31/17		1,966		1,927
Ipreo Holdings LLC
Tranche B-2, 6.500%, 8/7/17		963		973
Tranche B-3, 6.500%, 8/7/17		263		266
Kronos, Inc.
First Lien, 4.500%, 10/30/19		391		392
Second Lien, 9.750%, 4/30/20		715		742
Microsemi Corp. 3.750%, 2/19/20		826		827
Mitchell International, Inc. 3.750%, 3/28/16		2,250		2,253
Mmi International Ltd. 7.250%, 11/20/18		1,950		1,891
Moneygram International, Inc. 4.250%, 3/27/20		811		812
Mood Media Corp. First Lien, 7.000%, 5/6/18		1,048		1,052
Novell, Inc. (Attachmate Corp.) First Lien, 7.250%, 11/22/17		1,622		1,628
Oberthur Technologies Finance SAS Tranche B-3, 6.250%, 11/30/18		1,089		1,094
Presidio, Inc. 5.750%, 3/31/17		1,765		1,768
Riverbed Technology, Inc. 4.000%, 12/18/19		285		288
RP Crown Parent LLC
First Lien 6.750%, 12/21/18		2,182		2,202
Second Lien, 11.250%, 12/21/19		1,833		1,873
SCS Holdings I, Inc. (Sirius Computer Solutions, Inc.) 7.000%, 12/7/18		561		571
Smart Modular Technologies (Global), Inc. 8.250%, 8/26/17		480		438
Sophia LP Tranche B, 4.500%, 7/19/18		1,117		1,124
Sorenson Communications, Inc. 9.500%, 10/31/14		1,990		2,012
Spansion LLC 5.250%, 12/13/18		786		793


	PAR VALUE		VALUE
Information Technology—continued
SRA International, Inc. 6.500%, 7/20/18	$	1,226	$	1,216
SSI Investments II Ltd. (Skillsoft) 5.000%, 5/26/17		944		949
SunGard Data Systems, Inc. (Solar Capital Corp.)
Tranche D, 4.500%, 1/31/20		2,510		2,541
Tranche E, 4.000%, 3/8/20		588		591
Syniverse Holdings, Inc. 4.000%, 4/23/19		970		967
Verifone, Inc.
Tranche B, 4.250%, 12/28/18		209		209
4.250%, 10/3/19		1,459		1,464
Vision Solutions, Inc. 6.000%, 7/23/16		662		664
Wall Street Systems Holdings, Inc.
First Lien, 5.750%, 10/25/19		695		698
Second Lien, 9.250%, 10/25/20		497		501
Websense, Inc. 4.500%, 6/25/20		1,496		1,498
Zayo Group LLC (Zayo Capital, Inc.) 4.500%, 7/2/19		2,217		2,222

				135,581


Materials—6.5%
AI Chem & Cy S.C.A.
Tranche B-1, 4.500%, 10/4/19		657		658
Tranche B-2, 4.500%, 10/4/19		341		342
Air Distribution Technologies, Inc. (QS0001 Corp.) First Lien, 5.000%, 11/9/18		411		413
American Builders & Contractors Supply Co., Inc. Tranche B, 3.500%, 4/16/20		6,000		5,965
Arysta LifeScience SPC LLC 4.500%, 5/29/20		2,461		2,461
Avantor Performance Materials Holdings, Inc. 5.250%, 6/24/17		629		630
AZ Chem US, Inc. 5.250%, 12/22/17		903		913
Berlin Packaging, Inc. First Lien, 4.750%, 4/2/19		2,500		2,509
Berry Plastics Group, Inc. Tranche D, 3.500%, 2/8/20		4,627		4,585
CEMEX Espana S.A. Tranche A-1, 4.754%, 2/14/17		894		874


	PAR VALUE		VALUE
Materials—continued
Chemtura Corp. 5.500%, 8/29/16	$	568	$	572
Cyanco Intermediate Corp. 5.500%, 5/1/20		1,311		1,319
Distribution International, Inc. 8.750%, 7/16/19		1,995		1,986
Essar Steel Algoma, Inc. (Algoma Steel, Inc.) Second Lien, 8.750%, 9/19/14		1,931		1,966
Fairmount Minerals Ltd. Tranche B-2, 5.000%, 9/5/19		1,083		1,087
Fortescue Metals Group Ltd. (FMG Resources Ltd.) 2006, 5.250%, 10/18/17		5,009		5,033
General Chemical Corp. 5.750%, 10/6/15		1,154		1,159
Houghton International, Inc. Holding Corp. First Lien, 4.000%, 12/20/19		1,687		1,684
Houghton International, Inc. Holding Corp. (HII Holding Corp.) Second Lien, 9.500%, 12/21/20		630		634
Huntsman International LLC Extended Tranche B, 2.718%, 4/19/17		1,566		1,570
Ineos US Finance LLC 4.000%, 5/4/18		8,186		8,106
JFB Firth Rixson, Inc. 4.250%, 6/30/17		1,985		1,988
Noranda Aluminum Acquisition Corp. Tranche B, 5.750%, 2/28/19		2,275		2,145
Novelis, Inc. 3.750%, 3/10/17		632		634
Pact Group (USA), Inc. 3.750%, 5/29/20		4,789		4,729
PQ Corp. 4.500%, 8/7/17		1,985		1,996
Pro Mach, Inc. 5.000%, 7/6/17		1,474		1,484
Reynolds Group Holdings, Inc. 4.750%, 9/28/18		2,032		2,041
Tronox Pigments B.V. 4.500%, 3/19/20		1,197		1,205
Univar, Inc. Tranche B, 5.000%, 6/30/17		1,361		1,315

				62,003


Telecommunication Services—5.2%
Cincinnati Bell, Inc. 4.000%, 9/10/20		3,250		3,237
Cricket Communications, Inc. Tranche C, 4.750%, 3/8/20		1,995		1,997
Crown Castle Operating Co. 3.250%, 1/31/19		6,982		6,912
Global Tel*link Corp.
First Lien, 5.000%, 5/22/20		2,008		1,983
9.000%, 11/23/20		660		645


	PAR VALUE		VALUE
Telecommunication Services—continued
Grande Communications Networks LLC 4.500%, 5/29/20	$	998	$	997
Hawaiian Telcom Communications, Inc. 5.000%, 6/6/19		1,990		1,998
Integra Telecom Holdings, Inc.
Tranche B, 5.250%, 2/22/19		1,187		1,196
Second Lien, 9.750%, 2/21/20		449		462
Intelsat Jackson Holding S.A. (Intelsat Jackson Holding Ltd.) Tranche B-1, 4.250%, 4/2/18		2,938		2,949
Level 3 Financing, Inc.
Tranche B-III 2019, 4.000%, 8/1/19		1,875		1,876
Tranche B-II 2019, 4.750%, 8/1/19		2,150		2,152
4.000%, 1/15/20		1,000		1,000
Tranche B, 4.000%, 1/15/20		2,388		2,389
LTS Buyer LLC (Sidera Networks, Inc.) Tranche B, 4.500%, 4/13/20		1,995		2,006
Securus Technologies Holdings, Inc. (Securus Technologies, Inc.)
First Lien, 4.750%, 4/30/20		2,400		2,365
Second Lien 9.000%, 4/30/21		685		676
Syniverse Holdings, Inc. 4.000%, 4/23/19		1,440		1,439
Telesat Canada, Inc. Tranche B-2, 3.500%, 3/28/19		3,772		3,758
TW Telecom Holdings, Inc. (Time Warner Telecom Holdings, Inc.) Tranche B, 2.680%, 4/17/20		1,995		2,007
UPC Financing Partnership 4.000%, 1/31/21		3,250		3,259
West Corp. Tranche B-8, 3.750%, 6/30/18		2,532		2,538
Windstream Corp. Tranche B-4, 3.500%, 1/23/20		1,231		1,230

				49,071


Utilities—2.7%
AES Corp. 3.750%, 6/1/18		1,525		1,536
Calpine Construction Finance Co. LP
3.000%, 5/3/20		5,151		5,050
3.250%, 1/31/22		1,995		1,966
Calpine Corp.
4.000%, 4/1/18		1,950		1,955
4.000%, 10/9/19		743		744
InterGen N.V. 5.500%, 6/15/20		2,683		2,681


	PAR VALUE		VALUE
Utilities—continued
NRG Energy, Inc. 2.750%, 7/1/18	$	5,402	$	5,375
Sapphire Power 6.000%, 7/10/18		1,995		2,006
Texas Compeptitive Electric Holdings Co. LLC 2017 Extended, 4.766%, 10/10/17		5,945		4,013

				25,326
TOTAL LOAN AGREEMENTS (Identified Cost $885,276)				886,474

	SHARES
COMMON STOCKS—0.0%

Consumer Discretionary—0.0%
Velo Holdings, Inc.⁽⁵⁾⁽⁶⁾		70,371		0
TOTAL COMMON STOCKS (Identified Cost $0)				0
TOTAL LONG TERM INVESTMENTS—102.6%
(Identified cost $974,380)				975,156

SHORT-TERM INVESTMENTS—6.3%

Money Market Mutual Funds—6.3%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		59,827,609		59,828
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $59,828)				59,828
TOTAL INVESTMENTS—108.9%
(Identified Cost $1,034,208)				1,034,984	⁽¹⁾
Other assets and liabilities, net—(8.9)%				(84,413	)

NET ASSETS—100.0%			$	950,571

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value.


	SHARES		VALUE
COMMON STOCKS—99.7%

Consumer Discretionary—37.1%
Amazon.com, Inc.⁽²⁾		1,068	$	334
AMC Networks, Inc.⁽²⁾		5,005		343
American Eagle Outfitters, Inc.		22,888		320
Apollo Group, Inc. Class A⁽²⁾		16,113		335
AutoNation, Inc.⁽²⁾		6,337		331
Buckle, Inc. (The)		6,302		341
Cabela’s, Inc.⁽²⁾		5,320		335
Cablevision Systems Corp. Class A		19,177		323
Carnival Corp.		9,117		298
CBS Corp. Class B		6,031		333
Central European Media Enterprises Ltd. Class A⁽²⁾		63,602		335
Choice Hotels International, Inc.		7,999		345
Columbia Sportswear Co.		5,643		340
Comcast Corp. Class A		7,624		344
Dick’s Sporting Goods, Inc.		6,415		342
Discovery Communications, Inc. Class A⁽²⁾		4,131		349
DISH Network Corp. Class A		7,151		322
DSW, Inc. Class A		3,968		339
Expedia, Inc.		6,408		332
Family Dollar Stores, Inc.		4,603		331
Federal-Mogul Corp.⁽²⁾		20,217		339
Fossil Group, Inc.⁽²⁾		2,849		331
Gap, Inc. (The)		8,136		328
Garmin Ltd.		7,760		351
Horton (D.R.), Inc.		16,736		325
Host Hotels & Resorts, Inc.		18,552		328
Hyatt Hotels Corp. Class A⁽²⁾		7,416		319
L Brands, Inc.		5,634		344
Las Vegas Sands Corp.		5,195		345
Lennar Corp. Class A		9,617		340
Liberty Global plc Class A⁽²⁾		4,313		342
Liberty Media Corp.⁽²⁾		2,278		335
Liberty Media Corp. – Interactive Class A⁽²⁾		13,815		324
Liberty Ventures Class A⁽²⁾		3,729		329
Madison Square Garden Co. (The)⁽²⁾		5,974		347
Marriott International, Inc.		7,829		329
Marriott Vacations Worldwide Corp.⁽²⁾		7,628		336
MGM Resorts International⁽²⁾		16,971		347
Mohawk Industries, Inc.⁽²⁾		2,595		338
Morningstar, Inc.		4,289		340
News Corp.⁽²⁾		20,294		326
NIKE, Inc. Class B		4,872		354
Nordstrom, Inc.		5,929		333
Penn National Gaming, Inc.⁽²⁾		5,938		329
Penske Automotive Group, Inc.		7,888		337
Ralph Lauren Corp.		2,018		332
Sears Holdings Corp.⁽²⁾		5,785		345
Sears Hometown and Outlet Stores, Inc.⁽²⁾		10,613		337
Starbucks Corp.		4,442		342
Starz – Liberty Capital⁽²⁾		12,544		353
Tesla Motors, Inc.⁽²⁾		1,844		357
Twenty-First Century Fox, Inc.		10,241		343
Under Armour, Inc. Class A⁽²⁾		4,338		345
Urban Outfitters, Inc.⁽²⁾		8,875		326
Viacom, Inc. Class B		4,066		340


	SHARES		VALUE
Consumer Discretionary—continued
Wendy’s Co. (The)		40,154	$	340
Wynn Resorts Ltd.		2,181		345

				19,173


Consumer Staples—5.1%
Boston Beer Co., Inc. (The) Class A⁽²⁾		1,363		333
Brown-Forman Corp. Class B		4,790		326
Dole Food Co., Inc.⁽²⁾		24,750		337
Estee Lauder Cos., Inc. (The) Class A		4,714		329
Harbinger Group, Inc.⁽²⁾		33,712		350
Monster Beverage Corp.⁽²⁾		6,049		316
PriceSmart, Inc.		3,586		342
Tootsie Roll Industries, Inc.		10,697		330

				2,663


Energy—5.3%
Chesapeake Energy Corp.		12,729		330
Continental Resources, Inc.⁽²⁾		3,347		359
CVR Energy, Inc.		8,699		335
Hess Corp.		4,301		333
RPC, Inc.		22,185		343
Transocean Ltd.		7,507		334
W&T Offshore, Inc.		19,147		339
Western Refining, Inc.		11,649		350

				2,723


Financials—16.2%
Altisource Portfolio Solutions SA⁽²⁾		2,426		340
Amtrust Financial Services, Inc.		8,810		344
Berkley (W.R.) Corp.		7,811		335
Berkshire Hathaway, Inc. Class B⁽²⁾		2,867		325

BOK Financial Corp.		5,210		330
Boston Properties, Inc.		3,090		330
Brown & Brown, Inc.		10,320		331
Charles Schwab Corp. (The)		15,881		336
Credit Acceptance Corp.⁽²⁾		3,067		340
Equity Lifestyle Properties, Inc.		9,502		325
Equity Residential		6,026		323
First Citizens BancShares, Inc. Class A		1,654		340
Franklin Resources, Inc.		6,535		330
Greenlight Capital Re Ltd. Class A⁽²⁾		11,893		338
Hilltop Holdings, Inc.⁽²⁾		18,663		345
Howard Hughes Corp. (The)⁽²⁾		3,112		350
Leucadia National Corp.		12,405		338
Loews Corp.		7,123		333
Mercury General Corp.		7,078		342
Ocwen Financial Corp.⁽²⁾		5,902		329
Progressive Corp. (The)		12,518		341
Raymond James Financial, Inc.		7,779		324
Simon Property Group, Inc.		2,238		332
Taubman Centers, Inc.		4,924		332
Vornado Realty Trust		3,915		329

				8,362


Health Care—5.4%
Bruker Corp.⁽²⁾		16,530		341
Cerner Corp.⁽²⁾		6,789		357


	SHARES		VALUE
Health Care—continued
Forest Laboratories, Inc.⁽²⁾		7,616	$	326
Halozyme Therapeutics, Inc.⁽²⁾		34,555		381
MannKind Corp.⁽²⁾⁽³⁾		56,951		325
Opko Health, Inc.⁽²⁾		40,305		355
Pharmacyclics, Inc.⁽²⁾		2,801		388
Teva Pharmaceutical Industries Ltd.		8,960		338

				2,811


Industrials—9.1%
Air Lease Corp.		12,017		332
American Railcar Industries, Inc.		8,696		341
Cintas Corp.		6,591		338
Colfax Corp.⁽²⁾		5,935		335
Covanta Holding Corp.		15,605		334
Danaher Corp.		4,862		337
Fastenal Co.		6,740		339
FedEx Corp.		2,894		330
Grainger (W.W.), Inc.		1,249		327
Illinois Tool Works, Inc.		4,421		337
MSC Industrial Direct Co., Inc. Class A		4,223		344
Navistar International Corp.⁽²⁾		8,865		323
Rollins, Inc.		13,049		346
Werner Enterprises, Inc.		14,449		337

				4,700


Information Technology—16.3%
Amkor Technology, Inc.⁽²⁾		78,661		337
Anixter International, Inc.⁽²⁾		3,838		336
Broadcom Corp. Class A		12,366		322
Dell, Inc.		24,315		335
DST Systems, Inc.		4,404		332
eBay, Inc.⁽²⁾		6,159		344
EchoStar Corp. Class A⁽²⁾		7,741		340
Google, Inc. Class A⁽²⁾		374		328
IAC/InterActiveCorp.		6,319		345
Intuit, Inc.		5,057		335
Marvell Technology Group Ltd.		27,138		312
Mentor Graphics Corp.		14,783		346
Molex, Inc.		8,735		336
National Instruments Corp.		10,877		336
Oracle Corp.		9,933		330
Paychex, Inc.		8,248		335
Pegasystems, Inc.		8,590		342
QUALCOMM, Inc.		4,899		330
Rackspace Hosting, Inc.⁽²⁾		6,299		332
RealPage, Inc.⁽²⁾		14,418		334
Salesforce.com, Inc.⁽²⁾		6,407		333
Syntel Co.		4,269		342
Take-Two Interactive Software, Inc.⁽²⁾		19,885		361
TeleTech Holdings, Inc.⁽²⁾		13,285		333
Yahoo!, Inc.⁽²⁾		10,933		363

				8,419


Materials—5.2%
Airgas, Inc.		3,211		341
Huntsman Corp.		16,443		339
Kronos Worldwide, Inc.		21,308		330
LyondellBasell Industries N.V. Class A		4,632		339

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940 (“1940 Act”), as amended, as an open-end management investment company.

As of the date of this report, 31 funds are offered for sale, of which 11 (each a “Fund”) are reported in this annual report.

All the Funds offer Class A and Class C shares with the exception of the CA Tax-Exempt Bond Fund which does not offer Class C shares. All Funds offer Class I shares. Class B shares are no longer available for purchase by new or existing shareholders, except for existing shareholders through Qualifying Transactions. For more information regarding Qualifying Transactions, refer to each Fund’s prospectus.

Class A shares of the CA Tax-Exempt Bond Fund and Senior Floating Rate Fund are sold with a front-end sales charge of up to 2.75% with some exceptions. Class A shares of the Bond Fund, High Yield Fund, and Multi-Sector Intermediate Bond Fund are sold with a front-end sales charge of up to 3.75% with some exceptions. Class A shares of the Disciplined Equity Style, Disciplined Select Bond, Disciplined Select Country, Herzfeld, Low Volatility Equity and Wealth Masters Funds are sold with a front-end sales charge of up to 5.75% with some exceptions. Generally, Class A shares are not subject to any charges by the Funds when redeemed; however, a 0.50% – 1% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within a certain period following purchases on which a finder’s fee has been paid. The period for which such CDSC applies for the Funds is 18 months. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

Class B shares were generally sold with a CDSC, which declines from 5% to zero depending on the period of time the shares are held. Class C shares are generally sold with a 1% CDSC if applicable if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

Virtus Mutual Funds may impose an annual fee on accounts having balances of less than $2,500. The small account fee may be waived in certain circumstances, as disclosed in the prospectuses and/or statements of additional information. The fees collected will be used to offset certain expenses of the Funds.

Each Class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board approved Rule 12b-1 and/or shareholder servicing plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of each Fund are borne pro rata by the holders of each class of shares.

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

Security valuation procedures for each Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee (“Valuation Committee”) appointed by the Board. The Valuation Committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the Valuation Committee monthly unless changes occur within the period. The Valuation Committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

Each Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

A description of the valuation techniques applied to a Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the valuation committee, are generally categorized as Level 3 in the hierarchy.

these non-U.S. markets. In such cases the Funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.

Debt securities, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For most bond types, the pricing service utilizes matrix pricing that considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type, and current day trade information, as well as dealer-supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured debt instruments such as mortgage-backed and asset-backed securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the valuation committee are generally categorized as Level 3 in the hierarchy.

Listed derivatives such as treasury futures, that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy. Over-the-counter derivative contracts, which include forward currency contracts and equity-linked instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds are valued at their closing NAV determined as of the close of business of the NYSE each business day and are categorized as Level 1 in the hierarchy.

Short-term notes having a maturity of 60 days or less are valued at amortized cost which approximates market and are generally categorized as Level 2 in the hierarchy.

A summary of the inputs used to value the Funds’ net assets by each major security type is disclosed at the end of the Schedule of Investments for each Fund. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The Funds own the following internally fair valued securities and which are categorized as Level 3 in the hierarchy.

The significant unobservable inputs used in the fair value measurement of these corporate bonds are based on comparable liquid assets adjusted for accretion/amortization rate, current yield, current swap rates, and discount rates related to differences in capital structure and liquidity. Significant changes in any of these inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in the observable market assumptions would have direct impacts to the discount rates used related to capital structure and/or liquidity discounts.

Security transactions are recorded on the trade date. Realized gains and losses from sales of securities are determined on the identified cost basis. Dividend income is recognized on the ex-dividend date, or in the case of certain foreign securities, as soon as a Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method.

Dividend income from REIT Investments is recorded using management’s estimate of the income included in distributions received from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

Each Fund is treated as a separate taxable entity. It is the intention of each Fund to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made.

Certain Funds may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. Each Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it invests.

Management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of September 30, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2010 forward (with limited exceptions).

Distributions are recorded by each Fund on the ex-dividend date. For the Bond Fund⁽¹⁾, CA Tax-Exempt Fund, High Yield Fund⁽¹⁾, Multi-Sector Intermediate Bond Fund and Senior Floating Rate Fund income distributions are declared and recorded daily and distributed monthly. Income and capital gain distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

Expenses incurred together by a Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such fund, except where allocation of direct expense to each fund or an alternative allocation method can be more appropriately used.

In addition to the net annual operating expenses that a Fund bears directly, the shareholders of a Fund indirectly bears the pro-rata expenses of the underlying mutual funds in which a Fund invests.

Non-U.S. investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement date of a portfolio transaction is treated as a gain or loss on non-U.S. currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and paid is treated as a gain or loss on foreign currency. The Funds do not isolate that portion of the results of

operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Disclosures on derivative instruments and hedging activities are intended to improve financial reporting for derivative instruments by enhanced disclosure that enables the investors to understand how and why a fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect a fund’s results of operations and financial position. Summarized below is the specific type of derivative instruments used by the Funds.

Futures Contracts: A futures contract is an agreement between two parties to purchase (long) or sell (short) a security at a set price for delivery on a future date. Upon entering into a futures contract, the Fund is required to pledge to the broker an amount of cash and/or securities equal to the “initial margin” requirements of the futures exchange on which the contract is traded. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or payments are known as variation margin and are recorded by the Fund for financial statement purposes on a daily basis as unrealized gains or losses. When the contract expires or is closed, gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed is realized. This is presented in the Statement of Operations as net realized gain (loss) on futures contracts.

A Fund utilizes futures to optimize performance by managing interest rate risk. This permits the fund manager to assemble the portfolio believed to be most attractive while mitigating vulnerability to changes in market interest rates. The potential risks to the Fund are that 1) the use of futures may result in larger losses or smaller gains than the use of more traditional investments, 2) the prices of futures and the price movements of the securities that the future is intended to simulate may not correlate well, 3) the Fund’s success in using futures will be dependent upon the subadviser’s ability to correctly predict such price movements, 4) liquidity of futures can be adversely affected by market factors, and the prices of such securities may move in unexpected ways, and 5) if the Fund cannot close out a futures position, it may be compelled to continue to make daily cash payments to the broker to meet margin requirements, thus increasing transaction costs.

An options contract provides the purchaser with the right, but not the obligation, to buy (call option) or sell (put option) a financial instrument at an agreed upon price. Certain Funds may purchase or write both put and call options on portfolio securities. The Fund is subject to equity price risk in the normal course of pursuing its investment objectives. The Fund may use options contracts to hedge against changes in the values of equities.

When the Fund purchases an option, it pays a premium and an amount equal to that premium is recorded as an asset. When the Fund writes an option, it receives a premium and an amount equal to that premium is recorded as a liability. The asset or liability is adjusted daily to reflect the current market value of the option. Holdings of the Fund designated to cover outstanding written options are noted in the Schedules of Investments. Purchased options are reported as an asset within “Investment securities at value” in the Statement of Assets and Liabilities. Options written are reported as a liability within “Written options outstanding at value”. Changes in value of the purchased option is included in “Net change in unrealized appreciation/(depreciation) on investments” in the Statement of Operations. Changes in value of written options is included in “Net change in unrealized appreciation/(depreciation) on written options”.

If an option expires unexercised, the Fund realizes a gain or loss to the extent of the premium received or paid. If an option is exercised, the premium received or paid is recorded as an adjustment to the proceeds from the sale or the cost basis of the purchase. The difference between the premium and the amount received or paid on effecting a closing purchase or sale transaction is also treated as a realized gain or loss. Gain or loss on purchased options is included in “Net realized gain/(loss) on investments” in the Statement of Operations. Gain or loss on written options is presented separately as “Net realized gain/(loss) on written options” in the Statement of Operations.

The risk in writing call options is that the Fund gives up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing put options is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying options is that the Fund pays a premium whether or not the option is exercised. The use of such instruments may involve certain additional risks as a result of unanticipated movements in the market. Writers (sellers) of options are subject to unlimited risk of loss, as the seller will be obligated to deliver or take delivery of the security at a predetermined price which may, upon exercise of the option, be significantly different from the then-market value.

Certain Funds may engage in when-issued or forward commitment transactions. Securities purchased on a when-issued or forward commitment basis are also known as delayed delivery transactions. Delayed delivery transactions involve a commitment by a Fund to purchase or sell a security at a future date (ordinarily up to 90 days later). When-issued or forward commitments enable a Fund to lock in what is believed to be an

attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. Each Fund records when-issued and delayed delivery securities on the trade date. Each Fund maintains collateral for the securities purchased. Securities purchased on a when-issued or delayed delivery basis begin earning interest on the settlement date.

Certain Funds may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. Loan Agreements are generally non-investment grade, often involve borrowers that are highly leveraged. The Funds may invest in obligations of borrowers who are in bankruptcy proceedings. Loan agreements are typically senior in the corporate capital structure of the borrower. A loan is often administered by a bank or other financial institution (the “lender”) that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. A Fund’s investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. When investing in loan participations, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan participation and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. All loan agreements currently held by the Funds are assignment loans.

A Fund may invest in multiple series or tranches of a loan, which may have varying terms and carry different associated risks. Loan agreements may involve foreign borrowers, and investments may be denominated in foreign currencies. Direct indebtedness of emerging countries involves a risk that the government entities responsible for the repayment of the debt may be unable, or unwilling, to pay the principal and interest when due.

The loan agreements have floating rate loan interests which generally pay interest at rates that are periodically determined by reference to a base lending rate plus a premium. The base lending rates are generally LIBOR (London Interbank Offered Rate), the prime rate offered by one or more US banks or the certificate of deposit rate. When a loan agreement is purchased the Fund may pay an assignment fee. On an ongoing basis, the Funds may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a loan agreement. Prepayment penalty fees are received upon the prepayment of a loan agreement by a borrower. Prepayment penalty, facility, commitment, consent and amendment fees are recorded to income as earned or paid.

Certain Funds may loan securities to qualified brokers through an agreement with Brown Brothers Harriman (“BBH”), as a third party lending agent. Under the terms of agreement, the Fund is required to maintain collateral with a market value not less than 100% of the market value of loaned securities. Collateral is adjusted daily in connection with changes in the market value of securities on loan. Collateral may consist of cash and securities issued by the U.S. Government or its agencies. Cash collateral is invested in a short-term money market fund. Dividends earned on the collateral and premiums paid by the broker are recorded as income by the Fund net of fees and rebates charged by BBH for its services as securities lending agent and in connection with this securities lending program. Lending portfolio securities involves a risk of delay in the recovery of the loaned securities or in the declining value of the collateral.

At September 30, 2013, the Wealth Masters Fund had securities on loan with a market value of $40 and cash collateral of $42 (reported in thousands).

Virtus Investment Advisers, Inc. (the “Adviser”), an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Funds’ investment programs and general operations of the Funds, including oversight of the Funds’ subadvisers.

As compensation for its services to the Funds, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of each Fund:

The subadvisers manage the investments of each Fund for which they are paid a fee by the Adviser. The subadvisers and the Fund(s) they service is as follows:

The Adviser has voluntarily agreed to limit certain Fund’s total expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses, if any), so that such expenses do not exceed the percentages of the Fund’s average daily net asset values as listed below. The Adviser may discontinue these voluntary expense caps at any time.

The Adviser has contractually agreed to limit the following Funds’ total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses):

For certain Funds the Adviser may recapture operating expenses waived or reimbursed under these arrangements, within three fiscal years following the end of the fiscal year in which such waiver or reimbursement occurred. The Fund must pay its ordinary operating expenses before the Adviser is entitled to any reimbursement and must remain in compliance with any applicable expense limitations or if none, the expense limitation in effect at the time of the waiver or reimbursement. All or a portion of the following Adviser reimbursed expenses may be recaptured as follows:

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of each Fund’s shares and has advised the Funds that for the fiscal year (the “period”) ended September 30, 2013, it retained net commissions of $133 Class A shares and deferred sales charges of $20, $2, $82 and $2 for Class A shares, Class B shares, Class C shares and Class I shares respectively.

In addition, each Fund pays VP Distributors distribution and/or service fees under Board approved 12b-1 plan as a percentage of the average daily net assets of each respective class at the annual rates of 0.25% for Class A shares, 1.00% for Class B and 1.00% for Class C shares, Class I shares are not subject to a 12b-1 plan.

Under certain circumstances, shares of certain Virtus Mutual Funds may be exchanged for shares of the same class of certain other Virtus Mutual Funds on the basis of the relative net asset values per share at the time of the exchange. On exchanges with share classes that carry a CDSC, the CDSC schedule of the original shares purchased continues to apply.

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreements and Transfer Agency and Service Agreement to Virtus Fund Services LLC, an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC, served as the Administrator and Transfer Agent to the Funds. For the period of January 1, 2013 to September 30, 2013 Virtus Fund Services LLC, served as the Administrator and Transfer Agent to the Funds.

For the period ended September 30, 2013, the Funds incurred administration fees from the Trust totaling $1,305 which are included in the Statements of Operations.

For the period ended September 30, 2013, the Funds incurred transfer agent fees from the Trust totaling $1,308 which are included in the Statements of Operations. A portion is paid to outside entities that also provide services to the Trust.

At September 30, 2013, Virtus and its affiliates, BMO Bankcorp (a minority investor in Virtus) and its affiliates, and the retirement plans of Virtus and its affiliates held shares of the Funds which may be redeemed at any time that aggregated the following:

Purchases and sales of securities (excluding U.S. Government and agency securities, forward currency contracts, futures and short-term securities) during the period ended September 30, 2013, were as follows:

Purchases and sales of long term U.S. Government and agency securities for the Funds during the period ended September 30, 2013, were as follows:

Transactions in shares of capital stock, during the periods ended as indicated below, were as follows:


	Bond Fund												CA Tax-Exempt Bond Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012						Year Ended September 30, 2013						Year Ended September 30, 2013
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT

Class A
Sale of shares		324		$	3,770			610		$	6,882			11		$	143			26		$	323
Reinvestment of distributions		160			1,843			144			1,615			71			902			60			756
Shares repurchased		(1,216	)		(13,984	)		(791	)		(8,902	)		(437	)		(5,505	)		(276	)		(3,502	)

Net Increase / (Decrease)		(732	)	$	(8,371	)		(37	)	$	(405	)		(355	)	$	(4,460	)		(190	)	$	(2,423	)

Class B
Sale of shares		1		$	9			—	⁽¹⁾	$	1			—		$	—			—		$	—
Reinvestment of distributions		1			14			2			18			—			—			—			—
Shares repurchased		(30	)		(333	)		(47	)		(518	)		—			—			—			—

Net Increase / (Decrease)		(28	)	$	(310	)		(45	)	$	(499	)		—		$	—			—		$	—

Class C
Sale of shares		194		$	2,223			243		$	2,678			—		$	—			—		$	—
Reinvestment of distributions		19			211			15			166			—			—			—			—
Shares repurchased		(361	)		(4,072	)		(231	)		(2,549	)		—			—			—			—

Net Increase / (Decrease)		(148	)	$	(1,638	)		27		$	295			—		$	—			—		$	—

Class I
Sale of shares		517		$	6,083			1,509		$	17,183			59		$	744			139		$	1,754
Reinvestment of distributions		83			969			213			2,421			31			391			24			309
Shares repurchased		(1,172	)		(13,566	)		(6,076	)		(71,002	)		(150	)		(1,888	)		(182	)		(2,316	)

Net Increase / (Decrease)		(572	)	$	(6,514	)		(4,354	)	$	(51,398	)		(60	)	$	(753	)		(19	)	$	(253	)


	Disciplined Equity Style Fund						Disciplined Select Bond Fund
	From Inception December 18, 2012 to September 30, 2013						From Inception December 18, 2012 to September 30, 2013
	SHARES			AMOUNT			SHARES			AMOUNT

Class A
Sale of shares		27		$	289			17		$	164
Reinvestment of distributions		—	⁽¹⁾		1			—	⁽¹⁾		2
Shares repurchased		(1	)		(11	)		—			—

Net Increase / (Decrease)		26		$	279			17		$	166

Class B
Sale of shares		—		$	—			—		$	—
Reinvestment of distributions		—			—			—			—
Shares repurchased		—			—			—			—

Net Increase / (Decrease)		—		$	—			—		$	—

Class C
Sale of shares		19		$	207			12		$	119
Reinvestment of distributions		—	⁽¹⁾		1			—	⁽¹⁾		1
Shares repurchased		—	⁽¹⁾		(1	)		—			—

Net Increase / (Decrease)		19		$	207			12		$	120

Class I
Sale of shares		80		$	805			80		$	800
Reinvestment of distributions		1			7			1			10
Shares repurchased		—			—			—			—

Net Increase / (Decrease)		81		$	812			81		$	810


	Disciplined Select Country Fund				Herzfeld Fund
	From Inception December 18, 2012 to September 30, 2013				Year Ended September 30, 2013						From Inception September 5, 2012 to September 30, 2012
	SHARES		AMOUNT		SHARES			AMOUNT			SHARES		AMOUNT

Class A
Sale of shares		15	$	152		270		$	2,890			10	$	103
Reinvestment of distributions		—		—		3			32			—		—
Shares repurchased		—		—		(5	)		(46	)		—		—

Net Increase / (Decrease)		15	$	152		268		$	2,876			10	$	103

Class B
Sale of shares		—	$	—		—		$	—			—	$	—
Reinvestment of distributions		—		—		—			—			—		—
Shares repurchased		—		—		—			—			—		—

Net Increase / (Decrease)		—	$	—		—		$	—			—	$	—

Class C
Sale of shares		10	$	100		481		$	5,140			10	$	100
Reinvestment of distributions		—		—		4			37			—		—
Shares repurchased		—		—		(21	)		(217	)		—		—

Net Increase / (Decrease)		10	$	100		464		$	4,960			10	$	100

Class I
Sale of shares		80	$	800		100		$	1,063			100	$	1,000
Reinvestment of distributions		—		—		4			40			—		—
Shares repurchased		—		—		(35	)		(359	)		—		—

Net Increase / (Decrease)		80	$	800		69		$	744			100	$	1,000


	High Yield Fund												Low Volatility Equity Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012						From Inception June 11, 2013 to September 30, 2013
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES		AMOUNT

Class A
Sale of shares		3,825		$	16,511			3,582		$	14,812			13	$	134
Reinvestment of distributions		1,095			4,758			1,222			5,020			—		—
Shares repurchased		(9,186	)		(39,855	)		(4,246	)		(17,396	)		—		—

Net Increase / (Decrease)		(4,266	)	$	(18,586	)		558		$	2,436			13	$	134

Class B
Sale of shares		—		$	—			9		$	35			—	$	—
Reinvestment of distributions		2			11			4			17			—		—
Shares repurchased		(44	)		(190	)		(47	)		(192	)		—		—

Net Increase / (Decrease)		(42	)	$	(179	)		(34	)	$	(140	)		—	$	—

Class C
Sale of shares		237		$	1,017			264		$	1,077			13	$	127
Reinvestment of distributions		34			144			28			116			—		—
Shares repurchased		(182	)		(780	)		(129	)		(512	)		—		—

Net Increase / (Decrease)		89		$	381			163		$	681			13	$	127

Class I
Sale of shares		1,420		$	6,079			24		$	100			130	$	1,300
Reinvestment of distributions		12			54			—	⁽¹⁾		1			—		—
Shares repurchased		(94	)		(409	)		—			—			—		—

Net Increase / (Decrease)		1,338		$	5,724			24		$	101			130	$	1,300


	Multi-Sector Intermediate Bond Fund												Senior Floating Rate Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012						Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT

Class A
Sale of shares		6,732		$	75,034			8,003		$	85,521			23,426		$	231,001			12,281		$	117,828
Reinvestment of distributions		991			10,979			732			7,902			1,353			13,312			1,078			10,384
Shares repurchased		(8,226	)		(90,501	)		(4,516	)		(48,226	)		(11,539	)		(113,636	)		(10,387	)		(99,529	)

Net Increase / (Decrease)		(503	)	$	(4,488	)		4,219		$	45,197			13,240		$	130,677			2,972		$	28,683

Class B
Sale of shares		1		$	7			3		$	34			—		$	—			—		$	—
Reinvestment of distributions		41			453			35			375			—			—			—			—
Shares repurchased		(231	)		(2,550	)		(186	)		(1,999	)		—			—			—			—

Net Increase / (Decrease)		(189	)	$	(2,090	)		(148	)	$	(1,590	)		—		$	—			—		$	—

Class C
Sale of shares		2,390		$	26,943			3,878		$	42,083			10,676		$	105,397			2,056		$	19,804
Reinvestment of distributions		393			4,385			276			2,996			405			3,992			291			2,806
Shares repurchased		(2,820	)		(31,223	)		(1,341	)		(14,488	)		(2,153	)		(21,218	)		(2,617	)		(25,125	)

Net Increase / (Decrease)		(37	)	$	105			2,813		$	30,591			8,928		$	88,171			(270	)	$	(2,515	)

Class I
Sale of shares		6,255		$	69,805			5,681		$	61,113			35,281		$	347,516			6,486		$	62,017
Reinvestment of distributions		329			3,645			162			1,754			694			6,824			280			2,694
Shares repurchased		(5,280	)		(58,125	)		(1,318	)		(14,122	)		(6,593	)		(64,869	)		(4,858	)		(46,576	)

Net Increase / (Decrease)		1,304		$	15,325			4,525		$	48,745			29,382		$	289,471			1,908		$	18,135


	Wealth Masters Fund
	Year Ended September 30, 2013						From inception September 5, 2012 to September 30, 2012
	SHARES			AMOUNT			SHARES		AMOUNT

Class A
Sale of shares		401		$	4,836			10	$	104
Reinvestment of distributions		—	⁽¹⁾		2			—		—
Shares repurchased		(18	)		(228	)		—		—

Net Increase / (Decrease)		383		$	4,610			10	$	104

Class B
Sale of shares		—		$	—			—	$	—
Reinvestment of distributions		—			—			—		—
Shares repurchased		—			—			—		—

Net Increase / (Decrease)		—		$	—			—	$	—

Class C
Sale of shares		129		$	1,582			10	$	105
Reinvestment of distributions		—	⁽¹⁾		1			—		—
Shares repurchased		(6	)		(74	)		—		—

Net Increase / (Decrease)		123		$	1,509			10	$	105

Class I
Sale of shares		3,347		$	43,746			80	$	800
Reinvestment of distributions		1			12			—		—
Shares repurchased		(17	)		(192	)		—		—

Net Increase / (Decrease)		3,331		$	43,566			80	$	800

The Bond Fund and Low Volatility Equity Fund invested in derivative instruments during the fiscal period.

The Bond Fund invested in derivative instruments during the reporting period in the form of futures contracts. The primary type of risk associated with a futures contract is interest rate risk. The Fund may utilize futures in an effort to optimize performance by managing interest rate risk. This permits the portfolio manager to assemble the portfolio believed to be the most attractive while mitigating vulnerability to changes in market interest rates. For additional information on futures contracts in which the Fund invested in during the reporting period, refer to Note 2G.

For the fiscal year ended September 30, 2013, the Fund’s average volume of derivative activities is as follows:

The Low Volatility Equity Fund invested in derivative instruments during the fiscal period in the form of writing index call options and buying call options on VIX futures. The primary risk associated with call options is that selling index call options may limit the Fund’s opportunity to profit from increases in the value of its equity portfolio, and the risk that buying call options may result in the loss of the premium paid for those options. The Fund invested in writing index call options and buying call options on VIX futures are both used as techniques for limiting the volatility of the Fund’s portfolio. For additional information on call options in which the Fund invested in during the reporting period, refer to Note 2G.

The following is a summary of the Funds’ derivative instrument holdings categorized by primary risk exposure as of September 30, 2013:

As of September 30, 2013, certain Funds had individual shareholder account(s) and/or omnibus shareholder account(s) (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of each such Fund as detailed below:

In countries with limited or developing markets, investments may present greater risks than in more developed markets and the prices of such investments may be volatile. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of these investments and the income they generate, as well as a Fund’s ability to repatriate such amounts.

High-yield/high-risk securities typically entail greater price volatility and/or principal and interest rate risk. There is a greater chance that an issuer will not be able to make principal and interest payments on time. Analysis of the creditworthiness of issuers of high-yield securities may be complex, and as a result, it may be more difficult for the adviser and/or subadviser to accurately predict risk.

Many municipalities insure repayment for their obligations. Although bond insurance reduces the risk of loss due to default by an issuer, such bonds remain subject to the risk that the market may fluctuate for other reasons, and there is no assurance that the insurance company will meet its obligations. Insured securities have been identified in the Schedule of Investments. A real or perceived decline in creditworthiness of a bond insurer can have an adverse impact on the value of insured bonds held in the Funds.

Certain Funds may invest a high percentage of their assets in specific sectors of the market in their pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on a Fund, positive or negative, than if the Fund did not concentrate its investments in such sectors.

At September 30, 2013, the following Fund held securities issued by various companies in specific sectors or countries as detailed below:

Under the Trust’s organizational documents, their trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. Each Trustee has also entered into an indemnification agreement with the Trust. In addition, in the normal course of business the Funds enter into contracts that provide a variety of indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds and that have not occurred. However, the Funds have not had prior claims or losses pursuant to these arrangements and expect the risk loss to be remote.

At September 30, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Funds were as follows:

The Funds have capital loss available to offset future realized capital gains, through the indicated expiration dates shown below:

The Trust may not realize the benefit of these losses to the extent each Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for tax years beginning after December 22, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

For the Period ended September 30, 2013, the following Funds utilized losses deferred in prior years against current year capital gains:

Capital losses realized after October 31 and certain late year ordinary losses may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal period ended September 30, 2013, the Funds deferred and recognized post-October losses as follows:

The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which are disclosed above) consist of the following:

For the period ended September 30, 2013, the CA Tax-Exempt Bond Fund distributed $1,860 of exempt interest dividends.

The differences between the book and tax basis components of distributable earnings relate principally to the timing of recognition of income and gains for federal income tax purposes. Short-term gain distributions reported in the Statements of Changes in Net Assets, if any, are reported as ordinary income for federal tax purposes. Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes.

For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Funds. As of September 30, 2013, the Funds recorded reclassifications to increase (decrease) the accounts as listed below ($ reported in thousands):

On April 30, 2012, the Senior Floating Rate Fund entered into a Credit Agreement (the “Agreement”) with a commercial bank (the “Bank”) that allows the Fund to borrow cash from the Bank, up to a limit of $100,000. Borrowings under the Agreement are collateralized by investments of the Fund. Interest is charged at LIBOR (London Interbank Offered Rate) plus an additional percentage rate on the amount borrowed. Commitment fees are charged on the undrawn balance. Total commitment fees paid and accrued for the period ended September 30, 2013, were $161 and are included in interest expense and fees on the Statement of Operations. The Agreement is renewable by the Fund with the Bank’s consent. The Agreement can also be converted to a 364 day fixed term facility, one time at the Fund’s option. The Bank has the ability to require repayment of outstanding borrowings

under the Agreement upon certain circumstances such as an event of default. From October 1, 2012 to September 30, 2013, the average daily borrowings under the Agreement and the weighted daily average interest rate were $20,000 and 1.111%, respectively. At September 30, 2013, the amount of such outstanding borrowings was as follows:

Investments are generally considered illiquid if they cannot be disposed of within seven days in the ordinary course of business at the approximate amount at which such securities have been valued by a Fund. Additionally, the following information is also considered in determining liquidity: the frequency of trades and quotes for the investment, whether the investment is listed for trading on a recognized domestic exchange and/or whether two or more brokers are willing to purchase or sell the security at a comparable price, the extent of market making activity in the investment and the nature of the market for investment. Illiquid securities are footnoted as such at the end of each Fund’s Schedule of Investments where applicable.

Restricted securities are illiquid securities as defined above, not registered under the Securities Act of 1933 as amended (the “1933 Act”). Generally, 144A securities are excluded from this category, except where defined as illiquid.

Each Fund will bear any costs, including those involved in registration under the 1933 Act, in connection with the disposition of such securities.

At September 30, 2013, the Funds did not hold any illiquid and restricted Securities.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of AUS No. 2011-11 and its impact on the financial statements has not yet been determined.

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issuance, and has determined that there are no subsequent events requiring recognition or disclosure in the financial statements.

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Bond Fund, Virtus CA Tax-Exempt Bond Fund, Virtus Herzfeld Fund, Virtus High Yield Fund, Virtus Multi-Sector Fixed Income Fund, Virtus Senior Floating Rate Fund, Virtus Wealth Masters Fund, Virtus Disciplined Equity Style Fund, Virtus Disciplined Select Bond Fund, Virtus Disciplined Select Country Fund, and Virtus Low Volatility Equity Fund (the “Funds”), at September 30, 2013, the results of each of their operations, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2013 by correspondence with the custodians and brokers, provide a reasonable basis for our opinion.

For the fiscal year ended September 30, 2013, the Funds make the following disclosures for federal income tax purposes. Below is listed the percentages, or the maximum amount allowable, of its ordinary income dividends (“QDI”) to qualify for the lower tax rates applicable to individual shareholders, and the percentage of ordinary income dividends earned by the Funds which qualifies for the dividends received deduction (“DRD”) for corporate shareholders. The Funds designate the amounts below as long-term capital gains dividends (“LTCG”) ($ reported in thousands), or if subsequently different, the amounts will be designated in the next annual report. The actual percentage for the calendar year will be designated in year-end tax statements.

For federal income tax purposes, 100% of the income dividends paid by the CA Tax-Exempt Bond Fund qualify as exempt-interest dividends.

For the period ended September 30, 2013, the Funds are disclosing the following information pursuant to notice requirements of Section 853(a) and 855(d) of the Internal Revenue Code, as amended, and the Treasury Regulations thereunder ($ reported in thousands).

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”) is responsible for determining whether to approve the establishment and continuation of the investment advisory agreement (the “Advisory Agreement”) between the Fund and Virtus Investment Advisers, Inc. (“VIA”) and the subadvisory agreement (the “Subadvisory Agreement“ and together with the Advisory Agreement, the “Agreements”) among the Fund, VIA and Rampart Investment Management Company, LLC (“Rampart”), (the “Subadviser”). At an in-person meeting held on June 3-5, 2013, the Board, including a majority of the Trustees who are not interested persons of the Trust as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Independent Trustees”), considered and approved the establishment of the Agreements, as further discussed below.

In connection with the approval of the Agreements, the Board requested and evaluated information provided by VIA and the Subadviser which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether approval of each of the Agreements would be in the best interests of the Fund and its shareholders.

The Board was separately advised by independent legal counsel throughout the process. For each Agreement, the Board considered all the criteria separately with respect to the Fund and its shareholders. In their deliberations, the Board considered various factors, including those discussed below, none of which were controlling, and each Trustee may have attributed different weights to the various factors. The Board also discussed the proposed approval of the Agreements in private sessions with their independent legal counsel at which no representatives of management were present.

In considering whether to approve the Agreements with respect to the Fund, the Board reviewed and analyzed the factors it deemed relevant, including: (1) the nature, extent and quality of the services to be provided to the Fund by VIA and the Subadviser; (2) applicable comparative model performance information; (3) the level and method of computing the Fund’s advisory and subadvisory fees, and comparisons of the Fund’s proposed advisory fee rates with those of a group of other funds with similar investment objectives; (4) the profitability of VIA under the Advisory Agreement; (5) any “fall-out” benefits to VIA, the Subadviser and their affiliates (i.e., ancillary benefits realized by VIA, the Subadviser or its affiliates from VIA’s or the Subadviser’s relationship with the Fund); (6) possible conflicts of interest; and (7) the terms of the Agreements.

The Trustees received in advance of the meeting information in the form of questionnaires completed by VIA and the Subadviser, each concerning a number of topics, including such company’s investment philosophy, resources, operations and compliance structure. The Trustees also received a presentation by VIA’s senior management personnel, during which among other items, VIA’s history, investment process, investment strategies, personnel, compliance procedures and the firm’s overall performance were reviewed and discussed. The Trustees noted that the Fund is managed using a “manager of managers” structure that generally involves the use of one or more subadvisers to manage some or all of the Fund’s portfolio. Under this structure, VIA is responsible for the management of the Fund’s investment programs and day-to-day operations and for evaluating and selecting subadvisers on an ongoing basis and making any recommendations to the Board regarding hiring, retaining or replacing subadvisers. In considering the Agreement with VIA, the Board considered VIA’s process for supervising and managing the Fund’s subadviser, including (a) VIA’s ability to select and monitor the subadviser; (b) VIA’s ability to provide the services necessary to monitor the subadviser’s compliance with the Fund’s investment objectives, policies and restrictions as well as provide other oversight activities; and (c) VIA’s ability and willingness to identify instances in which a subadviser should be replaced and to carry out the required changes. The Trustees also considered: (a) the experience and capability of VIA’s management and other personnel; (b) the financial condition of VIA, and whether it had the financial wherewithal to provide a high level and quality of services to the Fund; (c) the quality of VIA’s own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services expected to be provided by VIA and its affiliates to the Fund; (e) VIA’s expected supervision of the Fund’s other service providers; and (f) VIA’s risk management processes. It was noted that Virtus Fund Services, LLC, an affiliate of VIA, was expected to serve as administrator and transfer agent and that VP Distributors was expected to serve as distributor to the Fund. The Board also took into account its knowledge of VIA’s management and the quality of the performance of its duties with respect to other Virtus Mutual Funds through Board meetings, discussions and reports during the preceding year, as well as information from the Trust’s Chief Compliance Officer regarding the Fund’s compliance policies and procedures proposed to be established pursuant to Rule 38a-1 under the 1940 Act.

With respect to the services to be provided by the Subadviser, the Board considered information provided to the Board by the Subadviser, including the Subadviser’s Form ADV, as well as a presentation provided by the Subadviser’s senior portfolio management personnel. With respect to the Subadvisory Agreement, the Board noted that the Subadviser would provide portfolio management, compliance with the Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. In considering approval of the Subadvisory Agreement, the Board also considered the Subadviser’s investment management process, including (a) the experience and capability of the Subadviser’s management and other personnel committed by the Subadviser to the Fund; (b) the financial condition of the Subadviser; (c) the quality of the Subadviser’s regulatory and legal compliance policies, procedures and systems; and (d) the Subadviser’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadviser’s risk assessment and monitoring process. The Board noted the Subadviser’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate.

After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services expected to be provided by VIA and the Subadviser were satisfactory and that there was a reasonable basis on which to conclude that each would provide a high quality of investment services to the Fund.

Because the Fund had not commenced operations, the Board could not evaluate prior investment performance for the Fund. The Board reviewed and was satisfied with the model performance information used that was based upon the Funds’ proposed investment strategies.

The Board considered the fees proposed for advisory services as well as the expected total expense levels of the Fund. Among other data provided, the Board noted that the proposed management fee and total expenses for the Fund were within the range of other funds deemed to be comparable to the Fund by management. The Board noted that the Fund was expected to have an expense cap in place to limit the total expenses incurred by the Fund and its shareholders. The Board also noted that the subadvisory fee for the Fund would be paid by VIA out of its advisory fee rather than paid separately by the

Fund. In this regard, the Board took into account management’s discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the expected size of the Fund and the impact on expenses.

The Board concluded that the proposed advisory and subadvisory fees for the Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.

The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the expected profitability of VIA for its management of the Fund, as well as the expected profitability of its affiliates for managing and providing other services to the Fund, such as distribution and administrative services provided to the Fund by a VIA affiliate. In addition to the fees paid to VIA and its affiliates, the Board considered any other benefits derived by VIA or its affiliates from their relationship with the Fund. The Board concluded that the expected profitability to VIA and its affiliates from the Fund was reasonable in light of the quality of the services to be rendered to the Fund by VIA and its affiliates.

In considering the profitability to the Subadviser in connection with its relationship to the Fund, the Board noted that the fees under the Subadvisory Agreement are paid by VIA out of the fees that VIA receives under the Advisory Agreement, so that Fund shareholders are not directly impacted by those fees. In considering the reasonableness of the fees payable by VIA to the affiliated Subadviser, the Board noted that, because the Subadviser is an affiliate of VIA, such profitability might be directly or indirectly shared by VIA. For each of the above reasons, the Board concluded that the profitability to the Subadviser and its affiliates from their relationship with the Fund was not a material factor in approval of the Subadvisory Agreement.

The Board received and discussed information concerning whether VIA should be expected to realize economies of scale as the Fund’s assets grow. The Board noted that expense caps were expected to be implemented for the Fund. The Board also took into account management’s discussion of the Fund’s management fee and subadvisory fee structure. The Board also took into account the expected size of the Fund. The Board noted that VIA and the Fund may realize certain economies of scale if the assets of the Fund were to be materially higher than anticipated, particularly in relationship to certain fixed costs, and that shareholders of the Fund would have an opportunity to benefit from these economies of scale.

For similar reasons as stated above with respect to the Subadviser’s profitability, and based upon the expected size of the Fund to be managed by the Subadviser, the Board concluded that the potential for economies of scale in the Subadviser’s management of the Fund was not a material factor in the approval of the Subadvisory Agreements at this time.

Other Factors. The Board considered other benefits that may be realized by VIA and the Subadviser and their respective affiliates from their relationships with the Fund. Among them, the Board recognized that VP Distributors, LLC, an affiliate of VIA, serves as the distributor for the Trust, and, as such, was expected to receive payments pursuant to Rule 12b-1 from the Fund to compensate it for providing shareholder services and selling activities, which could lead to growth in the Fund’s assets and corresponding benefits from such growth, including economies of scale. The Board also noted that Virtus Fund Services, LLC also was expected to provide administrative and transfer agency services to the Fund. The Board noted management’s discussion of the fact that there were no other direct benefits to the Subadviser or VIA in providing investment advisory services to the Fund, other than the fees to be earned under the Agreements, although there may be certain indirect benefits gained, including to the extent that serving the Fund could provide the opportunity to provide advisory services to additional portfolios of the Trust or certain reputational benefits.

Based on all of the foregoing considerations, the Board, including a majority of the Independent Trustees, determined that approval of each Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Agreements with respect to the Fund.

Information pertaining to the trustees and officers of the Trust as of September 30, 2013, is set forth below. The statement of additional information (SAI) includes additional information about the trustees and is available without charge, upon request, by calling (800) 243-1574. The address of each individual, unless otherwise noted, is 100 Pearl Street, Hartford, CT 06103-4506. There is no stated term of office for trustees of the Trust.

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations thereunder.

* Mr. Aylward is an “interested person,” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus Investment Partners, Inc. (“Virtus”), the ultimate parent company of the Adviser, and various positions with its affiliates, including the Adviser.

Investment Adviser

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103-4506

Principal Underwriter

VP Distributors, LLC

100 Pearl Street

Hartford, CT 06103-4506

Administrator and Transfer Agent

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodian

JPMorgan Chase Bank NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLC

2001 Market Street

Philadelphia, PA 19103-7042

How to Contact Us

Mutual Fund Services 1-800-243-1574

Adviser Consulting Group 1-800-243-4361

Telephone Orders 1-800-367-5877

Text Telephone 1-800-243-1926

Web site http://Virtus.com

This report is not authorized for distribution to prospective investors in the Virtus Multi-Sector Short Term Bond Fund unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, Fund’s record and other pertinent information.

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Virtus Multi-Sector Short Term Bond Fund (the “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class T shares; and (2) ongoing costs, including investment advisory fees, distribution and service fees, and other expenses. Class C shares are sold without a sales charge. Class I shares are sold without a sales charge and do not incur distribution and service fees. For further information regarding applicable sales charges, see Note 1 in the Notes to Financial Statements. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number given in the first section under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

The BofA Merrill Lynch 1–2.99 Year Medium Quality Corporate Bonds Index measures performance of U.S. investment grade corporate bond issues rated “BBB” and “A” by Standard & Poor’s/Moody’s with maturities between one and three years. The index is calculated on a total return basis. The index is unmanaged and not available for direct investment.

The Barclays U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis. The index is unmanaged and not available for direct investment.

The MSCI All Country World Index (net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emer

A bond which pays some or all interest in the form of additional bonds, or preferred stock which pays dividends in the form of additional preferred stock.

A government monetary policy occasionally used to increase the money supply by buying government securities or other securities from the market. Quantitative Easing increases the money supply by flooding financial institutions with capital in an effort to promote increased lending and liquidity.

A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties.

The S&P 500^® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges and is not available for direct investment.

The Fund is diversified and has an investment objective to seek to provide high current income while attempting to limit changes in the Fund’s net asset value per share caused by interest rate changes.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 1.84%; Class B shares returned 1.34%; Class C shares returned 1.56%; Class T shares returned 1.06%; and Class I shares returned 2.09%. For the same period, the Barclays U.S. Aggregate Bond Index, a broad-based fixed income index, returned -1.68%; and the BofA Merrill Lynch 1–2.99 Year Medium Quality Corporate Bonds Index, the Fund’s style-specific index appropriate for comparison, returned 1.93%.

How did the market perform during the Fund’s fiscal year?

Over the last 12 months, yields increased across the U.S. Treasury curve and the curve steepened.

What factors affected the Fund’s performance during its fiscal year?

The outperformance of fixed income spread sectors relative to U.S. Treasuries was the key driver of the Fund’s strong performance for the fiscal year.

Among fixed income sectors, the Fund’s allocations to corporate high yield securities, high yield bank loans, corporate high quality, asset-backed securities, and non-agency residential mortgage-backed securities were all significant positive contributors to performance for the fiscal year.

During the fiscal year the Fund’s allocation to the non-U.S. dollar sector detracted from performance, as did its higher quality bias in the corporate high yield sector as lower quality securities outperformed.

For information regarding the indexes and certain investment terms, see the Key Investment Terms on page 4.

Fund Expense Ratios⁶: A Shares: 1.01%; B Shares: 1.51%; C Shares: 1.26%; T Shares: 1.76%; I Shares: 0.76%.

All returns represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above table and graph below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please visit Virtus.com for performance data current to the most recent month-end.

This chart assumes an initial investment of $10,000 made on September 30, 2003, for Class A, Class B and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.


	PAR VALUE			VALUE
U.S. GOVERNMENT SECURITIES—1.2%
U.S. Treasury Note
0.250%, 4/30/14	$	12,800		$	12,813
1.375%, 9/30/18		70,000			69,967
2.500%, 8/15/23		20,000			19,806
TOTAL U.S. GOVERNMENT SECURITIES
(Identified Cost $102,567)					102,586
MUNICIPAL BONDS—0.1%
Kentucky—0.1%
Commonwealth of Kentucky Taxable 3.165%, 4/1/18		5,868			6,036

Virginia—0.0%
Tobacco Settlement Financing Corp. Taxable Series 07-A1, 6.706%, 6/1/46		4,715			3,264
TOTAL MUNICIPAL BONDS (Identified Cost $10,216)					9,300
FOREIGN GOVERNMENT SECURITIES—7.7%
Argentine Republic PIK Interest Capitalization 5.77% Interest, 2.51% Capitalization, 12/31/33⁽¹⁴⁾		33,322			21,493
Bolivarian Republic of Venezuela
RegS 8.500%, 10/8/14⁽⁵⁾		20,840			20,892
RegS 5.750%, 2/26/16⁽⁵⁾		31,323			28,347
RegS 7.000%, 12/1/18⁽⁵⁾		8,350			7,027
Commonwealth of Australia
Series 125 6.250%, 6/15/14		14,350	^AUD		13,745
New South Wales Treasury Corp. Series 17 5.500%, 3/1/17		10,665	^AUD		10,695
Commonwealth of Canada 2.000%, 3/1/14		103,515	^CAD		100,907


	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES (continued)
Commonwealth of New Zealand Series 415, 6.000%, 4/15/15		40,545	^NZD	$	35,166
Federative Republic of Brazil 12.500%, 1/5/16		92,159	^BRL		44,701
Kingdom of Norway Series 21 Treasury Bill, 0.000%, 12/18/13		134,200	^NOK		22,243
Mongolia 144A 4.125%, 1/5/18⁽⁴⁾	$	16,000			14,680
Provincia de Neuquen 144A 7.875%, 4/26/21⁽⁴⁾		6,151			5,844
Republic of Colombia 12.000%, 10/22/15		27,535,000	^COP		16,495
Republic of Indonesia Series FR-30, 10.750%, 5/15/16		132,050,000	^IDR		12,319
Republic of Korea Treasury Bond, Series 1312, 3.000%, 12/10/13		36,776,000	^KRW		34,249
Republic of Peru 144A 7.840%, 8/12/20⁽⁴⁾		50,140	^PEN		20,841
Republic of Portugal Treasury Obligation 4.450%, 6/15/18		9,500	^EUR		12,059
Republic of Serbia 144A 5.250%, 11/21/17⁽⁴⁾		8,900			8,878
Republic of South Africa Series R206, 7.500%, 1/15/14		310,470	^ZAR		31,108
Republic of Turkey 9.000%, 3/5/14		39,560	^TRY		19,691
Russian Federation
144A 7.850%, 3/10/18⁽⁴⁾		1,005,000	^RUB		32,134
Series 6204 RUB, 7.500%, 3/15/18		740,650	^RUB		23,596
RegS 7.500%, 3/31/30⁽³⁾⁽⁵⁾		1,430			1,685
State of Qatar 144A 3.125%, 1/20/17⁽⁴⁾		12,000			12,540


	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES (continued)
United Mexican States Series M, 6.000%, 6/18/15		1,096,623	^MXN	$	86,841
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $670,856)					638,176
MORTGAGE-BACKED SECURITIES—20.9%
Agency—2.0%
FHLMC
6.000%, 8/1/34	$	608			671
4.000%, 8/1/42		11,157			11,668
FNMA
5.500%, 1/1/17		106			112
6.000%, 5/1/17		34			36
4.500%, 4/1/18		231			245
5.000%, 10/1/19		677			723
5.500%, 2/1/20		232			244
5.500%, 3/1/20		173			182
5.500%, 3/1/20		22			23
5.500%, 3/1/20		128			134
5.500%, 3/1/20		181			191
5.500%, 4/1/20		337			365
5.000%, 6/1/20		855			914
4.000%, 8/1/25		21,820			23,170
3.000%, 6/1/27		1,687			1,749
2.500%, 5/1/28		21,308			21,479
6.000%, 12/1/32		74			82
5.500%, 2/1/33		114			124
5.500%, 5/1/34		571			621
6.000%, 8/1/34		436			483
6.000%, 10/1/34		321			356
6.000%, 10/1/34		369			403
5.500%, 11/1/34		420			456
5.500%, 11/1/34		153			167
6.000%, 11/1/34		671			733
5.500%, 12/1/34		273			297
5.500%, 1/1/35		456			496
6.000%, 1/1/37		617			673
6.000%, 1/1/37		649			714
5.500%, 7/1/37		10			11
6.000%, 7/1/37		163			178
6.000%, 12/1/37		629			686
6.000%, 4/1/38		436			476
4.500%, 4/1/40		14,944			15,958
5.000%, 7/1/40		5,998			6,527
5.000%, 7/1/40		3,407			3,701
5.000%, 8/1/40		22,361			24,352


	PAR VALUE		VALUE
Agency (continued)
4.000%, 10/1/40	$	275	$	288
4.000%, 3/1/41		8,347		8,751
4.500%, 5/1/41		9,710		10,386
3.500%, 4/1/42		14,218		14,496
GNMA
6.500%, 7/15/31		14		16
6.500%, 8/15/31		45		51
6.500%, 11/15/31		25		29
6.500%, 2/15/32		25		28
6.500%, 4/15/32		58		65
6.500%, 4/15/32		54		61
2.586%, 4/16/54		9,667		10,219

				163,790

Non-Agency—18.9%
A10 Securitization LLC 13-1, A, 144A 2.400%, 11/15/25⁽⁴⁾		4,925		4,902
ABN AMRO Mortgage Corp. 02-9, M 5.750%, 12/25/32		1,181		1,170
American General Mortgage Loan Trust 09-1, A7, 144A 5.750%, 9/25/48⁽³⁾⁽⁴⁾		17,220		17,595
Americold LLC Trust 10-ARTA, A1, 144A 3.847%, 1/14/29⁽⁴⁾		11,149		11,672
Banc of America (Merrill Lynch) Commercial Mortgage, Inc. 05-2, B 5.291%, 7/10/43⁽³⁾		10,916		11,417
Banc of America Alternative Loan Trust
03-2, CB3 5.750%, 4/25/33		23,003		24,781
03-10, 2A1 6.000%, 12/25/33		4,776		5,115
Banc of America Commercial Mortgage Trust 07-2, A4 5.793%, 4/10/49⁽³⁾		14,232		15,933


	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
Banc of America Funding Corp.
04-4, 3A1 4.750%, 10/25/19	$	6,007	$	6,142
04-B, 2A1 5.452%, 11/20/34⁽³⁾		1,331		1,319
06-2, 3A1 6.000%, 3/25/36		4,773		4,759
Banc of America Mortgage Securities, Inc.
04-11, 2A1 5.750%, 1/25/35		3,165		3,247
05-3, 2A2 5.500%, 3/25/35		741		740
05-3, 1A15 5.500%, 4/25/35		3,969		4,060
Bank of America (Merrill Lynch) – Deutsche Bank 12-OSI, A2FX, 144A 3.352%, 4/13/29⁽⁴⁾		19,916		20,533
Bank of America Re-Remic Trust 12-CLRN, E, 144A 3.382%, 8/15/17⁽³⁾⁽⁴⁾		7,500		7,546
Bayview Commercial Asset Trust
07-5A, A2, 144A 1.079%, 10/25/37⁽³⁾⁽⁴⁾		18,361		17,332
08-1, A2A, 144A 1.179%, 1/25/38⁽³⁾⁽⁴⁾		17,330		17,062
08-1, A3, 144A 1.679%, 1/25/38⁽³⁾⁽⁴⁾		29,970		26,693
BCAP LLC Trust 06-RR1, PE 5.000%, 11/25/36		3,125		3,122
Bear Stearns Adjustable Rate Mortgage Trust
03-9, 4A1 4.772%, 2/25/34⁽³⁾		11,393		11,425
04-10, 14A1 5.137%, 1/25/35⁽³⁾		2,748		2,723


	PAR VALUE		VALUE
Non-Agency (continued)
05-8, A3, 144A 5.280%, 8/25/35⁽³⁾⁽⁴⁾	$	913	$	928
Bear Stearns Alternate Loan Trust 05-4, 24A1 2.711%, 5/25/35⁽³⁾		19,431		19,382
Bear Stearns Asset Backed Securities Trust 03-AC4. A 5.500%, 9/25/33⁽³⁾		10,769		10,955
Bear Stearns Commercial Mortgage Securities, Inc.
06-T22, AM 5.764%, 4/12/38⁽³⁾		11,600		12,532
06-PW12, AM 5.895%, 9/11/38⁽³⁾		9,250		10,056
06-PW14, AM 5.243%, 12/11/38		10,000		10,889
05-PW10, AM 5.449%, 12/11/40⁽³⁾		14,200		15,217
04-PWR3, A4 4.715%, 2/11/41		3,672		3,690
06-PW13, AM 5.582%, 9/11/41⁽³⁾		3,272		3,578
04-PWR5, A5 4.978%, 7/11/42⁽³⁾		3,925		4,021
07-PW15, RAM 5.363%, 2/11/44		22,100		22,428
07-PW17, A4 5.694%, 6/11/50⁽³⁾		21,890		24,644
07-PW18, A4 5.700%, 6/11/50		16,950		19,128
07-PW18, AM 6.084%, 6/11/50⁽³⁾		12,400		13,804
Citicorp Mortgage Securities, Inc. 07-1,A1 5.500%, 1/25/22		498		501
Citigroup – Deutsche Bank Commercial Mortgage Trust
05-CD1, AM 5.393%, 7/15/44⁽³⁾		6,410		6,891
06-CD2, A4 5.484%, 1/15/46⁽³⁾		2,659		2,861


	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
07-CD4, A4 5.322%, 12/11/49	$	8,480	$	9,376
Citigroup Commercial Mortgage 2.110%, 1/1/18		6,502		6,530
Countrywide Alternative Loan Trust
04-18CB, 1A1 6.000%, 9/25/34		16,444		17,086
04-36CBC, 2A1 5.500%, 2/25/35		8,513		8,312
Countrywide Home Loan Mortgage Pass-Through-Trust
02-35, 1A2 5.000%, 2/25/18		1,433		1,461
03-4, 1A15 5.500%, 4/25/33		2,731		2,847
03-28, A8 5.500%, 8/25/33		1,356		1,388
04-6, 1A2 2.695%, 5/25/34⁽³⁾		2,577		2,537
04-4, A6 5.500%, 5/25/34		1,665		1,719
Credit Suisse Commercial Mortgage Trust
13-IVR3, A2, 144A 3.000%, 5/25/43⁽³⁾⁽⁴⁾		6,258		5,801
07-C2, A3 5.542%, 1/15/49⁽³⁾		12,995		14,399
Credit Suisse First Boston Mortgage Securities Corp.
03-27, 5A3 5.250%, 11/25/33		3,172		3,208
04-8, 7A1 6.000%, 12/25/34		9,252		9,584
05-11, 8A10 5.500%, 12/25/35		3,721		3,838
04-CF2, 1M1, 144A 5.250%, 1/25/43⁽³⁾⁽⁴⁾		3,625		3,929


	PAR VALUE		VALUE
Non-Agency (continued)
Extended Stay America Trust
13-ESH7, A17, 144A 2.295%, 12/5/31⁽⁴⁾	$	29,200	$	28,733
13-ESH7, A27, 144A 2.958%, 12/5/31⁽⁴⁾		8,340		8,152
GMAC Commercial Mortgage Securities, Inc. 04-C3, A4 4.547%, 12/10/41		886		888
GMAC Mortgage Corp. Loan Trust
03-J7 5.500%, 11/25/33		2,425		2,499
04-AR1, 12A 3.296%, 6/25/34⁽³⁾		10,464		10,684
05-AR1, 5A 5.271%, 3/18/35⁽³⁾		4,798		4,780
Goldman Sachs Mortgage Securities Corp. II
07-EOP, G, 144A 2.790%, 3/6/20⁽³⁾⁽⁴⁾		8,870		8,889
07-EOP, H, 144A 3.300%, 3/6/20⁽³⁾⁽⁴⁾		6,238		6,262
07-EOP, J, 144A 4.085%, 3/6/20⁽³⁾⁽⁴⁾		6,400		6,420
05-5F, 2A8 5.500%, 6/25/35		2,970		2,987
07-GG10, A4 5.993%, 8/10/45⁽³⁾		23,995		26,620
Greenwich Capital Commercial Funding Corp. Commercial Mortgage Trust
04-GG1, A7 5.317%, 6/10/36⁽³⁾		5,662		5,716
07-GG11, A4 5.736%, 12/10/49		13,631		15,314
GSR Mortgage Loan Trust
04-15F, 2A2 5.000%, 12/25/34		3,893		4,003


	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
05-AR4, 6A1 5.250%, 7/25/35⁽³⁾	$	8,802	$	8,753
07-1F, 2A2 5.500%, 1/25/37		871		820
Heller Financial Commercial Mortgage Asset 00-PH1, G, 144A 6.750%, 1/17/34⁽⁴⁾		1,910		1,995
JPMorgan Chase Commercial Mortgage Securities Trust
13-ALC, A 144A 1.680%, 7/17/26⁽³⁾⁽⁴⁾		8,700		8,698
10-CNTR, A1, 144A 3.300%, 8/5/32⁽⁴⁾		12,465		13,058
10-CNTR, A2, 144A 4.311%, 8/5/32⁽⁴⁾		4,550		4,790
04-C1, A3 4.719%, 1/15/38		2,770		2,786
06-LDP7, A4 6.056%, 4/15/45⁽³⁾		12,301		13,514
06-LDP7, AM 6.056%, 4/15/45⁽³⁾		22,312		24,517
06-LDP9, A3 5.336%, 5/15/47		20,649		22,708
07-LDPX, AM 5.464%, 1/15/49⁽³⁾		24,049		24,176
07-LD12, A4 5.882%, 2/15/51⁽³⁾		8,029		9,027
JPMorgan Chase Commercial Mortgage SecuritiesTrust 09-IWST, A1, 144A 4.314%, 12/5/27⁽⁴⁾		13,185		14,008
JPMorgan Chase Mortgage Finance Corp. 07-A1, 1A1 2.761%, 2/25/37⁽³⁾		3,970		3,979
JPMorgan Chase Mortgage Trust
03-A2, 3A1 2.105%, 11/25/33⁽³⁾		8,361		8,246


	PAR VALUE		VALUE
Non-Agency (continued)
04-A4, 2A1 2.463%, 9/25/34⁽³⁾	$	5,745	$	5,797
05-A1, 4A1 3.783%, 2/25/35⁽³⁾		1,318		1,326
05-A2, 4A1 5.027%, 4/25/35⁽³⁾		1,621		1,601
05-A4, 3A1 2.343%, 7/25/35⁽³⁾		9,968		9,882
06-A6, 3A3L 5.132%, 10/25/36⁽³⁾		2,171		1,952
JPMorgan Mortgage Trust 06-A4, 3A1 5.222%, 6/25/36⁽³⁾		8,467		7,311
Leaf II Receivables Funding LLC 13-1, C, 144A 3.460%, 9/15/21⁽⁴⁾		6,850		6,850
Lehman Brothers – UBS Commercial Mortgage Trust
04-C7, A6 4.786%, 10/15/29⁽³⁾		10,536		10,768
06-C3, AM 5.712%, 3/15/39⁽³⁾		7,615		8,225
06-C6, A4 5.372%, 9/15/39		13,750		15,120
07-C2, A3 5.430%, 2/15/40		6,495		7,146
07-C6, A4 5.858%, 7/15/40⁽³⁾		17,143		18,823
07-C7, A3 5.866%, 9/15/45⁽³⁾		11,201		12,535
MASTR Adjustable Rate Mortgages Trust 04-12,3A1 2.685%, 11/25/34⁽³⁾		2,956		2,925
MASTR Alternative Loan Trust
04-7, 4A1 4.500%, 7/25/19		6,049		6,196
03-8, 2A1 5.750%, 11/25/33		10,323		10,712
04-6, 10A1 6.000%, 7/25/34		7,916		8,174
04-6, 7A1 6.000%, 7/25/34		7,866		8,075


	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
05-2, 2A1 6.000%, 1/25/35	$	4,834	$	4,897
05-2, 1A1 6.500%, 3/25/35		13,078		13,654
MASTR Asset Securitization Trust
04-6, 4A1 5.000%, 7/25/19		1,894		1,965
05-1, 1A1 5.000%, 5/25/20		1,331		1,373
Merrill Lynch – Countrywide Commercial Mortgage Trust
06-3, A4 5.414%, 7/12/46⁽³⁾		11,700		12,793
06-4, A3 5.172%, 12/12/49⁽³⁾		10,300		11,244
Merrill Lynch Mortgage Investors, Inc. 98-C1, B 6.750%, 11/15/26⁽³⁾		10,000		11,599
Merrill Lynch Mortgage Trust 06-C1, AM 5.872%, 5/12/39⁽³⁾		7,520		8,143
Morgan Stanley Capital I Trust
06-T23, AM 5.987%, 8/12/41⁽³⁾		10,575		11,572
06-IQ12, A4 5.332%, 12/15/43		14,865		16,290
07-IQ14, A4 5.692%, 4/15/49		17,390		19,324
07-IQ14, AM 5.875%, 4/15/49		19,699		20,099
07-LQ14, AMFX 5.877%, 4/15/49		5,000		5,042
07-LQ16, A4 5.809%, 12/12/49		22,735		25,599
Morgan Stanley Mortgage Loan Trust
04-2AR, 3A 2.247%, 2/25/34⁽³⁾		2,358		2,297


	PAR VALUE		VALUE
Non-Agency (continued)
04-2AR, 4A 4.485%, 2/25/34⁽³⁾	$	2,429	$	2,458
Motel 6 Trust 12-MTLB, D, 144A 3.781%, 10/5/25⁽⁴⁾		20,790		20,148
Nomura Asset Acceptance Corp.
04-R1, A1, 144A 6.500%, 3/25/34⁽⁴⁾		13,555		14,287
04-R3, A1, 144A 6.500%, 2/25/35⁽⁴⁾		7,939		8,279
05-WF1, 2A2 4.786%, 3/25/35		4,219		4,306
ORES NPL LLC 12-LV1, A, 144A 4.000%, 9/25/44⁽⁴⁾		2,624		2,625
Residential Accredit Loans, Inc. 03-QS6, A4 4.250%, 3/25/33		3,442		3,521
Residential Asset Mortgage Products, Inc.
04-SL2, A3 7.000%, 10/25/31		3,509		3,760
04-SL1, A8 6.500%, 11/25/31		3,852		3,968
04-SL4, A3 6.500%, 7/25/32		2,210		2,286
Residential Asset Securitization Trust
13-LT2, A, 144A 2.833%, 5/22/28⁽⁴⁾		15,043		15,032
03,A11, A9 5.750%, 11/25/33		4,112		4,242
04-A1, A5 5.500%, 4/25/34		16,596		17,573
04-QS8, A6 5.500%, 6/25/34		7,842		8,082
Residential Funding Mortgage Securities I, Inc.
06-S12, 1A1 5.500%, 12/25/21		2,596		2,693
05-S1, 1A2 5.500%, 2/25/35		2,670		2,679
06-S4, A2 6.000%, 4/25/36		1,459		1,365


	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
S2 Hospitality LLC 12-LV1, A, 144A 4.500%, 4/15/25⁽⁴⁾	$	672	$	672
SBA Tower Trust 144A 4.254%, 4/15/15⁽⁴⁾		13,535		13,789
Sequoia Mortgage Trust 12-3, A1 3.500%, 7/25/42⁽³⁾		667		654
SMA Issuer I LLC 12-LV1, A, 144A 3.500%, 8/20/25⁽⁴⁾		5,950		5,960
Springleaf Mortgage Loan Trust
11-1A, A1, 144A 4.050%, 9/25/41⁽⁴⁾		5,767		5,944
09-1, A6, 144A 5.750%, 9/25/48⁽⁴⁾		13,685		13,726
12-3A, A, 144A 1.570%, 12/25/59⁽⁴⁾		5,073		5,024
Structured Adjustable Rate Mortgage Loan Trust
04-4, 3A4 2.551%, 4/25/34⁽³⁾		4,563		4,501
04-4, 3A2 2.551%, 4/25/34⁽³⁾		4,481		4,468
Structured Asset Securities Corp Assistance Loan Trust 03-AL1, A, 144A 3.357%, 4/25/31⁽⁴⁾		13,155		12,894
Structured Asset Securities Corp. Mortgage Pass-Through Certificates
02-AL1, A3 3.450%, 2/25/32		6,200		6,117
03-21, 2A2 5.250%, 8/25/33		2,682		2,724
03-33H, 1A1 5.500%, 10/25/33		5,547		5,676


	PAR VALUE		VALUE
Non-Agency (continued)
04-21XS, 2A4A 4.900%, 12/25/34⁽³⁾	$	1,800	$	1,808
SunTrust Adjustable Rate Mortgage Loan Trust 07-S1, 5A1 4.689%, 1/25/37⁽³⁾		1,576		1,545
Wachovia Bank Commercial Mortgage Trust
03-C8, D 5.261%, 11/15/35⁽³⁾		5,500		5,513
04-C15, B 4.892%, 10/15/41		14,875		15,346
05-C20, AMFX 5.179%, 7/15/42⁽³⁾		11,936		12,677
06-C25, AM 5.915%, 5/15/43⁽³⁾		18,625		20,183
06-C25, A4 5.915%, 5/15/43⁽³⁾		10,000		10,887
07-C30, A5 5.342%, 12/15/43		39,765		44,001
07-C30, AM 5.383%, 12/15/43		24,070		25,629
07-C31, A4 5.509%, 4/15/47		12,177		13,331
07-31, AM 5.591%, 4/15/47⁽³⁾		34,000		36,525
07-C32, A3 5.936%, 6/15/49⁽³⁾		17,577		19,567
07-C33, A5 6.123%, 2/15/51⁽³⁾		1,265		1,435
Washington Mutual Commercial Mortgage Securities Trust
06-SL1, A, 144A 5.424%, 11/23/43⁽³⁾⁽⁴⁾		6,303		6,224
07-SL3, A, 144A 6.104%, 3/23/45⁽³⁾⁽⁴⁾		1,177		1,195
Washington Mutual Mortgage Pass-Through Certificates
04-CB1, 5A 5.000%, 6/25/19		2,592		2,673


	PAR VALUE		VALUE
MORTGAGE-BACKED SECURITIES (continued)
Non-Agency (continued)
03-AR6, A1 2.440%, 6/25/33⁽³⁾	$	1,602	$	1,624
04-CB1, 2A 5.000%, 6/25/34		4,877		5,107
Wells Fargo Mortgage Backed Securities Trust
06-17, A1 5.500%, 11/25/21		326		330
03-G, A1 2.490%, 6/25/33⁽³⁾		1,817		1,825
03-J, 5A1 2.554%, 10/25/33⁽³⁾		922		920
04-4, A9 5.500%, 5/25/34		3,432		3,572
04-Z, 2A1 2.624%, 12/25/34⁽³⁾		11,201		11,310
04-CC, A1 2.618%, 1/25/35⁽³⁾		4,578		4,563
05-12, 1A1 5.500%, 11/25/35		8,038		8,147
05-14, 2A1 5.500%, 12/25/35		5,607		5,938
06-6, 1A15 5.750%, 5/25/36		792		783
06-16, A5 5.000%, 11/25/36		2,356		2,422
07-16, 1A1 6.000%, 12/28/37		8,704		9,066
07-AR10, 2A1 6.212%, 1/25/38⁽³⁾		6,308		6,228

				1,574,966
TOTAL MORTGAGE-BACKED SECURITIES
(Identified Cost $1,689,284)				1,738,756
ASSET-BACKED SECURITIES—15.8%
1st Financial Bank U.S.A.
10-C, B, 144A 5.190%, 9/17/18⁽⁴⁾		6,000		6,034
10-D, C, 144A 5.920%, 6/17/19⁽⁴⁾		3,000		3,032
AABS Ltd. 13-1, A 4.875%, 1/10/38⁽³⁾		11,955		11,985


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
AmeriCredit Automobile Receivables Trust
10-4, C 2.760%, 5/9/16	$	2,833	$	2,870
11-1, C 2.850%, 8/8/16		800		816
11-2, C 3.190%, 10/12/16		1,500		1,532
10-4, D 4.200%, 11/8/16		7,700		7,972
11-1, D 4.260%, 2/8/17		11,119		11,591
11-5, D 5.050%, 12/8/17		5,010		5,368
12-1, C 2.670%, 1/8/18		4,625		4,769
12-3, C 2.420%, 5/8/18		16,750		17,002
12-3, D 3.030%, 7/9/18		19,762		20,079
12-4, D 2.680%, 10/9/18		7,150		7,161
13-2, D 2.420%, 5/8/19		20,600		20,176
Ameriquest Mortgage Securities, Inc. 03-10, AF6 5.210%, 11/25/33⁽³⁾		2,300		2,392
Asset Backed Funding Certificates 05-AQ1, A6 4.780%, 6/25/35⁽³⁾		5,020		5,167
Avis Budget Rental Car Funding LLC
(AESOP) 11-3A, A, 144A 3.410%, 11/20/16⁽⁴⁾		12,848		13,531
(AESOP) 12-3A, A, 144A 2.100%, 3/20/19⁽⁴⁾		23,085		23,028
(AESOP) 13-1A, A, 144A 1.920%, 9/20/19⁽⁴⁾		18,200		17,835
Bayview Financial Acquisition Trust 07-A, 1A2 6.205%, 5/28/37⁽³⁾		11,697		12,548


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Bayview Financial Mortgage-Pass-Through Trust
06-B, 1A2 5.800%, 4/28/36⁽³⁾	$	330	$	337
06-A, 1A2 5.483%, 2/28/41⁽³⁾		220		224
06-A, 1A4 6.087%, 2/28/41⁽³⁾		15,978		17,140
Beacon Container Finance LLC 12-1A, A, 144A 3.720%, 9/20/27⁽⁴⁾		11,056		11,102
Bush Truck Leasing LLC 11-44, A, 144A 5.000%, 9/25/18⁽⁴⁾		1,358		1,352
BXG Receivables Note Trust
10-A, A, 144A 5.100%, 3/2/26⁽⁴⁾		3,525		3,668
12-A, A, 144A 2.660%, 12/2/27⁽⁴⁾		7,073		6,989
13-A, A, 144A 3.010%, 12/4/28⁽⁴⁾		12,000		12,066
California Republic Auto Receivables Trust
12-1, B, 144A 1.760%, 1/16/18⁽⁴⁾		13,570		13,476
13-1, B, 144A 2.240%, 1/15/19⁽⁴⁾		11,600		11,620
Capital Auto Receivables Asset Trust 13-1, C 1.740%, 10/22/18		5,425		5,339
CarMax Auto Owner Trust 12-1, B 1.760%, 8/15/17		6,190		6,277
CarNow Auto Receivables Trust
12-1A, B, 144A 3.240%, 3/15/16⁽⁴⁾		1,630		1,636
12-1A, C, 144A 4.940%, 3/15/16⁽⁴⁾		3,750		3,808
13-1A, B, 144A 1.970%, 11/15/17⁽⁴⁾		4,570		4,538
13-1A,C, 144A 2.980%, 11/15/17⁽⁴⁾		7,244		7,202


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Centre Point Funding LLC 12-2A, 1, 144A 2.610%, 8/20/21⁽⁴⁾	$	12,296	$	12,368
CFC LLC 13-1A, B, 144A 2.750%, 11/15/18⁽⁴⁾		6,740		6,648
Cheesecake Factory Holdings, Inc. 13-1A, A2, 144A 4.474%, 3/20/43⁽⁴⁾		23,934		23,864
CIT Equipment Collateral 12-VT1, D, 144A 4.120%, 10/21/19⁽⁴⁾		10,000		10,013
Citicorp Residential Mortgage Securities, Inc.
07-1, A6 5.702%, 3/25/37⁽³⁾		4,346		4,517
07-12,A6 5.953%, 6/25/37⁽³⁾		11,001		11,149
07-2, A4 5.953%, 6/25/37⁽³⁾		7,000		6,865
CNH Equipment Trust
12-B, A4 1.160%, 6/15/20		10,000		10,043
12-B, B 1.780%, 6/15/20		4,000		4,043
Conseco Financial Corp.
94-1, A5 7.650%, 4/15/19		244		255
01-3, A4 6.910%, 5/1/33⁽³⁾		13,824		15,613
Countrywide Asset-Backed Certificates
04-10, AF6 4.485%, 12/25/34⁽³⁾		3,291		3,399
04-12, AF6 4.634%, 3/25/35⁽³⁾		1,735		1,779
05-1, AF5A 5.497%, 7/25/35⁽³⁾		13,600		13,132
05-12, 2A3 5.069%, 2/25/36⁽³⁾		3,732		3,871


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Cronos Containers Program Ltd. 12-2A, A, 144A 3.810%, 9/18/27⁽⁴⁾	$	16,002	$	16,156
Direct Capital Funding IV LLC 13-1, D, 144A 4.599%, 10/20/19⁽⁴⁾		3,555		3,542
Dominos Pizza Master Issuer LLC 12-1A, A2, 144A 5.216%, 1/25/42⁽⁴⁾		39,540		42,466
Drug Royalty LP
I 12-1, A2, 144A 5.800%, 7/15/24⁽⁴⁾		5,074		5,207
II 12-1, A1, 144A 4.268%, 1/15/25⁽³⁾⁽⁴⁾		6,334		6,429
II 12-1, A2, 144A 4.474%, 1/15/25⁽⁴⁾		12,026		12,087
DSC Floorplan Master Owner Trust 11-1, A, 144A 3.910%, 3/15/16⁽⁴⁾		8,500		8,560
DT Auto Owner Trust
12-1A, C, 144A 3.380%, 10/16/17⁽⁴⁾		9,975		10,026
13-1A, C, 144A 2.730%, 2/15/19⁽⁴⁾		17,775		17,820
144A 3.060%, 9/16/19⁽⁴⁾		17,000		16,997
Exeter Automobile Receivables Trust
12-1A, C, 144A 5.270%, 10/16/17⁽⁴⁾		8,500		8,777
12-2A, C, 144A 3.060%, 7/16/18⁽⁴⁾		8,050		7,891
13-2A, B 144A 3.090%, 7/16/18⁽⁴⁾		17,820		17,915
13-1A, C, 144A 3.520%, 2/15/19⁽⁴⁾		15,000		14,742
13-1A, D, 144A 5.050%, 10/15/19⁽⁴⁾		5,000		4,808
Fairway Outdoor Funding LLC 12-1A, A2, 144A 4.212%, 10/15/42⁽⁴⁾		13,355		13,312


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Global Science Finance S.R.L. 13-1A, A, 144A 2.980%, 4/17/28⁽⁴⁾	$	23,671	$	22,979
GMAC Mortgage Corp. Loan Trust 06-HLTV, A4 5.810%, 10/25/29		6,498		6,481
Great America Leasing Receivables 13-1, A4, 144A 1.160%, 5/15/18⁽⁴⁾		2,085		2,084
GSAA Home Equity Trust 05-12, AF3W 4.999%, 9/25/35⁽³⁾		16,233		16,125
GSAA Trust 05-1, AF4 5.445%, 11/25/34⁽³⁾		949		1,007
Harley-Davidson Motorcycle Trust 10-1, C 2.590%, 4/15/18		8,500		8,602
Hertz Vehicle Financing LLC
09-2A, A2 144A 5.290%, 3/25/16⁽⁴⁾		5,000		5,270
13-1A, A1, 144A 1.120%, 8/25/17⁽⁴⁾		18,325		18,200
11-1A, A2, 144A 3.290%, 3/25/18⁽⁴⁾		12,290		12,958
Hilton Grand Vacations Trust 13-A, A, 144A 2.280%, 1/25/26⁽⁴⁾		9,532		9,544
Huntington Auto Trust 12-2, R, 144A 0.000%, 5/15/19⁽⁴⁾		75,344		3,202
Hyundai Auto Receivables Trust 12-B, C 1.950%, 10/15/18		10,000		10,103
IMC Home Equity Loan Trust 97-5, A9 7.310%, 11/20/28		4,477		4,502


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
IndyMac Manufactured Housing Contract 98-1, A3 6.370%, 9/25/28	$	1,359	$	1,404
Leaf II Receivables Funding LLC 12-1, D, 144A 4.680%, 9/15/20⁽⁴⁾		5,859		5,772
Lehman Brothers Manufactured Housing Contract Trust 01-B, A3 4.350%, 4/15/40		5,888		6,074
Marriott Vacation Club Owner Trust
12-1A, A 144A 2.510%, 5/20/30⁽⁴⁾		18,677		18,838
10-1A, A 144A 3.540%, 10/20/32⁽⁴⁾		927		959
10-1A, B 144A 4.520%, 10/20/32⁽⁴⁾		1,808		1,891
Master Credit Card Trust 12-2A, A 144A 0.780%, 4/21/17⁽⁴⁾		14,460		14,417
Miramax LLC 11-1A, A 144A 6.250%, 10/20/21⁽⁴⁾		11,888		12,354
MMCA Auto Owner Trust 11-A, B 144A 2.720%, 10/17/16⁽⁴⁾		3,500		3,563
Nations Equipment Finance Funding I LLC
13-1A, B 144A 3.818%, 5/20/21⁽⁴⁾		4,000		3,992
13-1A, C 144A 5.500%, 5/20/21⁽⁴⁾		7,833		7,532
New Century Home Equity Loan Trust 05-A, A4W 5.035%, 8/25/35⁽³⁾		18,180		17,201
Orange Lake Timeshare Trust
12-AA, A 144A 3.450%, 3/10/27⁽⁴⁾		7,876		8,101


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
12-AA, B 144A 4.870%, 3/10/27⁽⁴⁾	$	741	$	758
Popular ABS Mortgage Pass-Through-Trust 05-5, AF3 4.895%, 11/25/35⁽³⁾		10,214		10,058
Rental Car Finance Corp. 11-1A, B1 144A 4.380%, 2/25/16⁽⁴⁾		4,000		4,111
Residential Asset Mortgage Products, Inc. 03-RS8, AI7 5.015%, 9/25/33⁽³⁾		1,598		1,626
Residential Funding Mortgage Securities II Home Loan Trust
06-HI2, A3 5.790%, 2/25/36		5,991		6,077
06-H11, M1 6.010%, 2/25/36⁽³⁾		6,661		6,626
07-HI1, A3 5.720%, 3/25/37		18,394		18,493
Santander Drive Auto Receivables Trust
11-2, B 2.660%, 1/15/16		9,560		9,615
10-B, C 144A 3.020%, 10/17/16⁽⁴⁾		15,530		15,684
12-4, C 2.940%, 12/15/17		5,170		5,272
12-2, D 3.870%, 2/15/18		31,045		32,014
12-6, C 1.940%, 3/15/18		9,645		9,576
12-5, C 2.700%, 8/15/18		4,850		4,881
12-6, D 2.520%, 10/15/18		17,455		17,259
13-1, D 2.270%, 1/15/19		13,305		13,008
13-3, C 1.810%, 4/15/19		15,400		15,130


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
Security National Mortgage Loan Trust 06-3A, A1 144A 0.459%, 1/25/37⁽³⁾⁽⁴⁾	$	2,393	$	2,331
Sierra Timeshare Receivables Funding, LLC
07-2A, A1 144A 5.370%, 9/20/19⁽⁴⁾		981		986
10-3A, B 144A 4.440%, 11/20/25⁽⁴⁾		5,190		5,333
11-1A, B 144A 4.230%, 4/20/26⁽⁴⁾		5,440		5,585
12-2A, B 144A 3.420%, 3/20/29⁽⁴⁾		6,977		7,066
12-3A, A 144A 1.870%, 8/20/29⁽⁴⁾		11,041		11,044
13-1A, A 144A 1.590%, 11/20/29⁽⁴⁾		10,285		10,256
Silverleaf Finance XV LLC 12-D, A 144A 3.000%, 3/17/25⁽⁴⁾		15,907		16,041
SLM Corp.
12-B, A2 144A 3.480%, 10/15/30⁽⁴⁾		12,000		12,579
12-C, A2 144A 3.310%, 10/15/46⁽⁴⁾		11,700		12,149
SNAAC Auto Receivables Trust 12-1A, A 144A 1.780%, 6/15/16⁽⁴⁾		770		772
Soundview Home Loan Trust 05-OPT4, 2A3 0.439%, 12/25/35⁽³⁾		10,824		10,376
Structured Asset Investment Loan Trust 2005-He1 05-HE1, M1 0.649%, 7/25/35⁽³⁾		5,700		5,244
Structured Asset Securities Corp.
01-SB1, A2 3.375%, 8/25/31		3,162		3,107
05-S7, A2 144A 0.479%, 12/25/35⁽³⁾⁽⁴⁾		7,037		6,717


	PAR VALUE		VALUE
ASSET-BACKED SECURITIES (continued)
SVO VOI Mortgage Corp.
10-AA, A 144A 3.650%, 7/20/27⁽⁴⁾	$	6,408	$	6,598
12-AA, A 144A 2.000%, 9/20/29⁽⁴⁾		12,395		12,335
TAL Advantage I LLC
12-1A, A 144A 3.860%, 5/20/27⁽⁴⁾		14,560		14,705
13-1A, A 144A 2.830%, 2/22/38⁽⁴⁾		11,818		11,431
Terwin Mortgage Trust 04-15AL, A1 144A 5.775%, 7/25/34⁽³⁾⁽⁴⁾		7,461		7,118
Textainer Marine Containers Ltd. 13-1A, A 144A 3.900%, 9/20/38⁽⁴⁾		20,000		20,164
Tidewater Auto Receivables Trust 12-AA, B 144A 2.430%, 4/15/19⁽⁴⁾		7,488		7,460
Trinity Rail Leasing LP 03-1A, A 144A 5.640%, 10/12/26⁽⁴⁾		4,788		5,250
Trip Rail Master Funding LLC 11-1A, A1A, 144A 4.370%, 7/15/41⁽⁴⁾		15,504		16,385
U-Haul S Fleet LLC 10-BT1A, 1 144A 4.899%, 10/25/17⁽⁴⁾		23,778		24,937
VFC LLC 13-1, A 144A 3.130%, 3/20/26⁽⁴⁾		9,260		9,274
Volvo Financial Equipment LLLC 13-1A, B 144A 1.240%, 8/15/19⁽⁴⁾		15,835		15,658
Wachovia Asset Securitization Issuance II LLC 07-HE2A, A 144A 0.309%, 7/25/37⁽³⁾⁽⁴⁾		12,569		10,659
Westgate Resorts LLC
12-2A, A 144A 3.000%, 1/20/25⁽⁴⁾		1,054		1,056


	PAR VALUE			VALUE
ASSET-BACKED SECURITIES (continued)
13-1A, A 144A 2.250%, 8/20/25⁽⁴⁾	$	12,683		$	12,608
TOTAL ASSET-BACKED SECURITIES (Identified Cost $1,307,428)					1,314,523
CORPORATE BONDS—36.7%
Consumer Discretionary—1.8%
Arcos Dorados Holdings, Inc. 144A 10.250%, 7/13/16⁽⁴⁾		14,225	^BRL		6,354
Boyd Gaming Corp.
9.125%, 12/1/18		2,425			2,649
9.000%, 7/1/20		5,350			5,832
CCO Holdings LLC 7.375%, 6/1/20		6,700			7,270
Claire’s Stores, Inc. 144A 9.000%, 3/15/19⁽⁴⁾		4,070			4,528
Daimler Finance North America LLC
144A 2.625%, 9/15/16⁽⁴⁾		11,000			11,341
144A 1.875%, 1/11/18⁽⁴⁾		7,100			7,031
Dana Holding Corp. 6.500%, 2/15/19		3,973			4,241
General Motors Co. 144A 3.500%, 10/2/18⁽⁴⁾		8,000			8,020
Hyatt Hotels Corp. 3.875%, 8/15/16		7,000			7,441
Hyundai Motor Manufacturing 144A 4.500%, 4/15/15⁽⁴⁾		6,000			6,259
International Game Technology 7.500%, 6/15/19		1,115			1,304
KOC Holding AS 144A 3.500%, 4/24/20⁽⁴⁾		13,595			11,576
MGM Resorts International 6.750%, 10/1/20		6,500			6,841


	PAR VALUE		VALUE
Consumer Discretionary (continued)
Nara Cable Funding Ltd. 144A 8.875%, 12/1/18⁽⁴⁾	$	4,885	$	5,178
ONO Finance II plc 144A 10.875%, 7/15/19⁽⁴⁾		1,035		1,107
Penn National Gaming, Inc. 8.750%, 8/15/19		6,615		7,277
Pittsburgh Glass Works LLC 144A 8.500%, 4/15/16⁽⁴⁾		4,135		4,269
ServiceMaster Co. 7.000%, 8/15/20		5,755		5,467
Sirius XM Radio, Inc. 144A 4.250%, 5/15/20⁽⁴⁾		20,955		19,645
Toll Brothers Finance Corp. 6.750%, 11/1/19		10,036		11,140
Wyndham Worldwide Corp. 2.500%, 3/1/18		2,960		2,931

				147,701

Consumer Staples—0.4%
Hawk Acquisition Sub, Inc. 144A 4.250%, 10/15/20⁽⁴⁾		20,949		20,032
Sigma Alimentos SA de CV 144A 5.625%, 4/14/18⁽⁴⁾		12,490		13,396

				33,428

Energy—3.4%
Afren plc 144A 11.500%, 2/1/16⁽⁴⁾		4,790		5,520
Alta Mesa Holdings LP 9.625%, 10/15/18		8,150		8,639
Calumet Specialty Products Partners LP (Calumet Finance Corp.) 9.625%, 8/1/20		8,130		9,024


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Energy (continued)
Carrizo Oil & Gas, Inc. 8.625%, 10/15/18	$	7,271	$	7,962
Compagnie Generale de Geophysique-Veritas 7.750%, 5/15/17		2,334		2,407
EP Energy LLC (Everest Acquisition Finance, Inc.) 6.875%, 5/1/19		4,000		4,290
Frontier Oil Corp. 6.875%, 11/15/18		2,550		2,754
Gazprom OAO (Gaz Capital SA)
144A 4.950%, 5/23/16⁽⁴⁾⁽⁶⁾		5,000		5,275
144A 6.212%, 11/22/16⁽⁴⁾		10,405		11,394
144A 8.146%, 4/11/18⁽⁴⁾		2,880		3,337
144A 6.510%, 3/7/22⁽⁴⁾⁽⁶⁾		3,235		3,461
Hercules Offshore, Inc. 144A 7.125%, 4/1/17⁽⁴⁾		7,250		7,748
Kinder Morgan Energy Partners LP 6.850%, 2/15/20		2,545		3,015
Linn Energy LLC 144A 6.750%, 11/1/19⁽⁴⁾		12,500		11,844
Lukoil International Finance BV 144A 6.375%, 11/5/14⁽⁴⁾		4,900		5,168
Midcontinent Express Pipeline LLC 144A 6.700%, 9/15/19⁽⁴⁾		7,500		7,718
MIE Holdings Corp. 144A 9.750%, 5/12/16⁽⁴⁾		2,985		3,075
Petroleos de Venezuela SA
RegS 8.000%, 11/17/13⁽⁵⁾		10,000		10,025


	PAR VALUE		VALUE
Energy (continued)
Series 2014 4.900%, 10/28/14	$	16,540	$	15,605
RegS 8.500%, 11/2/17⁽⁵⁾		80,300		72,953
Plains Exploration & Production Co. 6.500%, 11/15/20		13,200		14,181
Pride International, Inc. 8.500%, 6/15/19		4,065		5,156
QGOG Constellation SA 144A 6.250%, 11/9/19⁽⁴⁾		7,925		7,549
Quicksilver Resources, Inc. 7.125%, 4/1/16		1,600		1,528
Rosneft Finance SA RegS 7.500%, 7/18/16⁽⁵⁾		13,235		14,790
Rosneft Oil Co. 144A 3.149%, 3/6/17⁽⁴⁾⁽⁶⁾		10,800		10,800
Sabine Pass Liquefaction LLC 144A 5.625%, 2/1/21⁽⁴⁾		8,000		7,870
Sinopec Capital 2013 Ltd. 144A 1.875%, 4/24/18⁽⁴⁾		11,750		11,413
Venoco, Inc. 8.875%, 2/15/19		5,675		5,746
Weatherford International Ltd. 9.625%, 3/1/19		4,110		5,176

				285,423

Financials—18.1%
Abbey National Treasury Services plc 144A 3.875%, 11/10/14⁽⁴⁾		11,599		11,969
ABN AMRO Bank N.V.
144A 3.000%, 1/31/14⁽⁴⁾		9,000		9,067
144A 4.250%, 2/2/17⁽⁴⁾		4,425		4,727


	PAR VALUE			VALUE
CORPORATE BONDS (continued)
Financials (continued)
ADCB Finance Cayman Ltd. 144A 4.750%, 10/8/14⁽⁴⁾	$	5,290		$	5,449
Air Lease Corp.
5.625%, 4/1/17		6,370			6,784
4.750%, 3/1/20		16,710			16,418
Aircastle Ltd. 6.250%, 12/1/19		10,400			11,050
Akbank TAS
144A 5.125%, 7/22/15⁽⁴⁾		8,900			9,167
144A 7.500%, 2/5/18⁽⁴⁾		12,140	^TRY		5,464
Alfa Bank OJSC (Alfa Bond Issuance plc) RegS 7.875%, 9/25/17⁽⁵⁾⁽⁶⁾		19,275			21,313
Allstate Corp. 6.125%, 5/15/37⁽³⁾		4,730			4,931
Ally Financial, Inc. 4.750%, 9/10/18		8,450			8,423
American International Group, Inc.
2.375%, 8/24/15		5,825			5,953
5.850%, 1/16/18		7,300			8,302
3.375%, 8/15/20		10,020			10,028
American Tower Trust I 144A 1.551%, 3/15/18⁽⁴⁾		6,900			6,729
Anglo American Capital plc 144A 9.375%, 4/8/19⁽⁴⁾		1,950			2,442
Associated Banc Corp. 5.125%, 3/28/16		8,635			9,325
Assurant, Inc. 5.625%, 2/15/14		4,060			4,137
Aviation Capital Group Corp. 144A 3.875%, 9/27/16⁽⁴⁾		4,880			4,929
Avis Budget Car Rental LLC 4.875%, 11/15/17		13,470			13,807


	PAR VALUE			VALUE
Financials (continued)
Banco Bradesco SA
144A 4.125%, 5/16/16⁽⁴⁾	$	7,000		$	7,280
144A 4.500%, 1/12/17⁽⁴⁾		13,000			13,455
Banco Continental SA Via Continental Senior Trustees II Cayman Ltd. 144A 5.750%, 1/18/17⁽⁴⁾⁽⁶⁾		10,000			10,637
Banco de Credito del Peru 144A 4.750%, 3/16/16⁽⁴⁾		14,800			15,466
Banco Santander Brasil SA
144A 4.500%, 4/6/15⁽⁴⁾		7,500			7,669
144A 8.000%, 3/18/16⁽⁴⁾		28,335	^BRL		11,826
144A 4.625%, 2/13/17⁽⁴⁾		9,300			9,579
Banco Santander Chile 144A 2.133%, 6/7/18⁽³⁾⁽⁴⁾		5,300			5,326
Banco Votorantim SA 144A 5.250%, 2/11/16⁽⁴⁾		10,500			10,815
Bangkok Bank plc 144A 2.750%, 3/27/18⁽⁴⁾		16,550			16,299
Bank of America Corp.
2.000%, 1/11/18		14,905			14,661
5.490%, 3/15/19		2,868			3,130
Bank of Georgia JSC 144A 7.750%, 7/5/17⁽⁴⁾		5,810			5,984
Bank of India
144A 3.250%, 4/18/18⁽⁴⁾		24,470			23,381
144A 3.625%, 9/21/18⁽⁴⁾		20,380			19,292
Barclays Bank plc
5.200%, 7/10/14		1,610			1,666
144A 6.050%, 12/4/17⁽⁴⁾		13,130			14,587
144A 5.926%^(3)(4)(7)(8)		3,773			3,905


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Financials (continued)
BBVA Banco Continental SA 144A 3.250%, 4/8/18⁽⁴⁾	$	8,270	$	8,084
BioMed Realty LP 3.850%, 4/15/16		9,375		9,831
Brazil Loan Trust 1 144A 5.477%, 7/24/23⁽⁴⁾		21,035		21,613
Capital One Financial Corp. 6.150%, 9/1/16		5,364		5,975
Chubb Corp. (The) 6.375%, 3/29/67⁽³⁾		8,205		8,800
Citigroup, Inc.
0.528%, 6/9/16⁽³⁾		3,400		3,319
5.500%, 2/15/17		23,460		25,691
2.500%, 9/26/18		10,000		9,947
CNA Financial Corp. 5.850%, 12/15/14		7,575		8,010
CNH Capital LLC 3.625%, 4/15/18		20,225		20,225
Comerica Bank
Series A1 5.700%, 6/1/14		1,900		1,959
4.800%, 5/1/15		1,828		1,923
5.750%, 11/21/16		5,940		6,716
Countrywide Financial Corp. 6.250%, 5/15/16		9,110		10,076
Denali Borrower LLC (Denali Finance Corp.) 144A 5.625%, 10/15/20⁽⁴⁾		5,500		5,349
Discover Bank 8.700%, 11/18/19		1,750		2,214
DNB Bank ASA 144A 3.200%, 4/3/17⁽⁴⁾		24,700		25,890
E*TRADE Financial Corp. 6.375%, 11/15/19		10,155		10,866
Fifth Third Bancorp 4.500%, 6/1/18		6,745		7,293
Fifth Third Bank 4.750%, 2/1/15		750		786


	PAR VALUE		VALUE
Financials (continued)
First Tennessee Bank N.A. 5.650%, 4/1/16	$	15,664	$	16,883
Ford Motor Credit Co. LLC
4.207%, 4/15/16		10,000		10,600
5.000%, 5/15/18		10,000		10,958
General Electric Capital Corp. 0.646%, 5/5/26⁽³⁾		8,000		7,361
General Motors Financial Co., Inc. 144A 4.750%, 8/15/17⁽⁴⁾		17,940		18,658
Genworth Holdings, Inc.
7.200%, 2/15/21		5,000		5,770
7.625%, 9/24/21		8,750		10,345
Glen Meadow Pass-Through Trust 144A 6.505%, 2/12/67⁽⁴⁾		10,345		9,621
Goldman Sachs Group, Inc. (The)
5.625%, 1/15/17		14,000		15,424
2.900%, 7/19/18		8,200		8,268
7.500%, 2/15/19		2,451		2,962
HBOS plc 144A 6.750%, 5/21/18⁽⁴⁾		685		761
HCP, Inc.
3.750%, 2/1/16		8,000		8,424
3.750%, 2/1/19		4,940		5,117
Health Care REIT, Inc.
4.700%, 9/15/17		8,565		9,322
4.125%, 4/1/19		4,100		4,319
Healthcare Realty Trust, Inc. 6.500%, 1/17/17		3,000		3,367
Hertz Corp. (The)
144A 4.250%, 4/1/18⁽⁴⁾		3,030		2,992
5.875%, 10/15/20		9,420		9,750
HSBC USA, Inc. 2.625%, 9/24/18		19,485		19,749
Huntington Bancshares, Inc. 7.000%, 12/15/20		3,390		4,018


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Financials (continued)
Huntington National Bank (The) 4.900%, 1/15/14	$	1,400	$	1,411
Hutchison Whampoa International Ltd. Series 12, 144A 6.000%,^(3)(4)(7)(8)		13,210		13,887
Hyundai Capital Services, Inc.
144A 6.000%, 5/5/15⁽⁴⁾		4,975		5,310
144A 3.750%, 4/6/16⁽⁴⁾		500		525
144A 2.125%, 10/2/17⁽⁴⁾		2,940		2,933
ICICI Bank RegS 4.700%, 2/21/18⁽⁵⁾		13,000		12,931
ING Bank NV
144A 2.375%, 6/9/14⁽⁴⁾		5,000		5,053
144A 1.375%, 3/7/16⁽⁴⁾		9,000		8,957
ING US, Inc. 2.900%, 2/15/18		25,620		25,730
International Lease Finance Corp.
3.875%, 4/15/18		12,835		12,402
5.875%, 4/1/19		5,800		6,040
Intesa San Paolo SpA 3.125%, 1/15/16		12,190		12,174
iStar Financial, Inc. 4.875%, 7/1/18		12,250		11,944
Jefferies Group, Inc. 5.125%, 4/13/18		6,541		7,020
JPMorgan Chase & Co. 6.125%, 6/27/17		8,850		10,056
Kazkommerts Bank International BV 144A 7.875%, 4/7/14⁽⁴⁾		4,135		4,208
KeyBank N.A.
5.800%, 7/1/14		1,450		1,504
7.413%, 5/6/15		3,000		3,273
4.950%, 9/15/15		1,295		1,384


	PAR VALUE			VALUE
Financials (continued)
Korea Development Bank 144A 3.500%, 8/22/17⁽⁴⁾	$	9,750		$	10,233
Legg Mason, Inc. 5.500%, 5/21/19		13,868			15,108
Level 3 Financing, Inc. 7.000%, 6/1/20		4,065			4,126
Lincoln National Corp.
8.750%, 7/1/19		15,040			19,493
6.050%, 4/20/67⁽³⁾⁽⁸⁾		2,885			2,827
Lukoil International Finance Bv 144A 3.416%, 4/24/18⁽⁴⁾		6,000			5,962
Manufacturers & Traders Trust Co. 5.629%, 12/1/21⁽³⁾		5,000			5,130
MetLife, Inc. 6.750%, 6/1/16		910			1,043
Metropolitan Life Global Funding I 144A 1.700%, 6/29/15⁽⁴⁾		13,770			13,957
Michaels FinCo Holdings LLC PIK Interest Capitalization, 144A 7.500%, 8/1/18^(4)(13)		6,550			6,665
Morgan Stanley
5.550%, 4/27/17		10,200			11,305
144A 10.090%, 5/3/17⁽⁴⁾		22,595	^BRL		9,838
Nationstar Mortgage LLC 6.500%, 8/1/18		7,070			7,141
Nordea Bank AB 144A 2.125%, 1/14/14⁽⁴⁾		5,000			5,025
ORIX Corp. 5.000%, 1/12/16		5,228			5,579
Penske Truck Leasing Co. LP (PTL Finance Corp.) 144A 2.875%, 7/17/18⁽⁴⁾		8,505			8,501


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Financials (continued)
Phosagro OAO (Phosagro Bond Funding Ltd.) 144A 4.204%, 2/13/18⁽⁴⁾⁽⁶⁾	$	14,800	$	14,541
PNC Funding Corp. 5.625%, 2/1/17		3,130		3,490
Principal Life Global Funding II 144A 2.250%, 10/15/18⁽⁴⁾		17,000		17,068
Progressive Corp. (The) 6.700%, 6/15/37⁽³⁾		2,740		2,932
Prudential Financial, Inc.
4.750%, 9/17/15		4,770		5,118
8.875%, 6/15/38⁽³⁾⁽⁸⁾		11,200		13,552
QBE Insurance Group Ltd. 144A 2.400%, 5/1/18⁽⁴⁾		7,750		7,552
Regions Bank 7.500%, 5/15/18		12,001		14,145
Regions Financial Corp. 5.750%, 6/15/15		2,535		2,716
Royal Bank of Scotland Group plc (The) 6.400%, 10/21/19		3,130		3,578
Russian Agricultural Bank OJSC (RSHB Capital SA)
144A 6.299%, 5/15/17⁽⁴⁾		2,905		3,110
144A 5.298%, 12/27/17⁽⁴⁾		18,055		18,552
144A 5.100%, 7/25/18⁽⁴⁾⁽⁶⁾		8,750		8,870
Ryder System, Inc. 2.500%, 3/1/17		11,980		12,101
Santander Holdings USA, Inc. 3.000%, 9/24/15		980		1,008
Santander U.S. Debt S.A.U. 144A 3.724%, 1/20/15⁽⁴⁾		8,100		8,215


	PAR VALUE		VALUE
Financials (continued)
Unipersonal 144A 3.781%, 10/7/15⁽⁴⁾	$	8,000	$	8,160
SBA Tower Trust 144A 2.933%, 12/15/17⁽⁴⁾		13,275		13,378
Sberbank of Russia (Sberbank CapItal SA) 144A 4.950%, 2/7/17⁽⁴⁾⁽⁶⁾		35,165		37,011
144A 5.125%, 10/29/22⁽⁴⁾⁽⁶⁾		9,170		8,553
Schaeffler Holding Finance BV PIK Interest Capitalization, 144A 6.875%, 8/15/18^(4)(13)		2,210		2,326
Senior Housing Properties Trust 4.300%, 1/15/16		6,875		7,135
Shinhan Bank
144A 4.375%, 7/27/17⁽⁴⁾		11,700		12,566
144A 1.875%, 7/30/18⁽⁴⁾		1,000		957
Skandinaviska Enskilda Banken AB 144A 1.750%, 3/19/18⁽⁴⁾		6,775		6,637
SLM Corp. 4.625%, 9/25/17		24,805		25,177
Societe Generale S.A.
144A 3.100%, 9/14/15⁽⁴⁾		2,900		3,007
144A 3.500%, 1/15/16⁽³⁾⁽⁴⁾		6,895		7,206
Spansion LLC 7.875%, 11/15/17		2,955		3,095
State Street Corp. 4.956%, 3/15/18⁽⁸⁾		5,000		5,502
Sun Merger Sub, Inc. 144A 5.250%, 8/1/18⁽⁴⁾		6,850		7,038
SunTrust Bank, Inc.
6.000%, 9/11/17		4,925		5,640
5.450%, 12/1/17		3,750		4,142
Svenska Handelsbanken AB 3.125%, 7/12/16		10,000		10,483


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Financials (continued)
Telecom Italia Capital SA
6.175%, 6/18/14	$	3,184	$	3,277
7.175%, 6/18/19		2,395		2,634
TMK OAO Via (TMK Capital) SA 144A 6.750%, 4/3/20⁽⁴⁾⁽⁶⁾		12,135		11,559
Turkiye Garanti Bankasi AS 144A 4.000%, 9/13/17⁽⁴⁾		12,500		12,187
Turkiye Is Bankasi 144A 3.750%, 10/10/18⁽⁴⁾		12,630		11,746
Turkiye Vakiflar Bankasi Tao 144A 3.750%, 4/15/18⁽⁴⁾		4,000		3,720
Union Bank NA
1.500%, 9/26/16		2,000		2,010
2.625%, 9/26/18		2,700		2,726
Unum Group 7.125%, 9/30/16		6,620		7,572
Ventas Realty LP (Ventas Capital Corp.)
4.000%, 4/30/19		7,100		7,449
2.700%, 4/1/20		2,948		2,810
Vnesheconombank (VEB Finance plc)
144A 5.375%, 2/13/17⁽⁴⁾		12,915		13,671
144A 5.450%, 11/22/17⁽⁴⁾⁽⁶⁾		3,500		3,723
VTB Bank OJSC (VTB Capital SA)
144A 6.465%, 3/4/15⁽⁴⁾⁽⁶⁾		15,900		16,776
144A 6.000%, 4/12/17⁽⁴⁾⁽⁶⁾		16,175		17,024
Wachovia Corp. 5.625%, 10/15/16		2,500		2,802
Webster Financial Corp. 5.125%, 4/15/14		2,500		2,531
Wells Fargo & Co. 5.125%, 9/15/16		5,000		5,526


	PAR VALUE		VALUE
Financials (continued)
Willis Group Holdings plc 4.125%, 3/15/16	$	6,000	$	6,302
Willis North America, Inc. 6.200%, 3/28/17		4,960		5,476
Yapi ve Kredi Bankasi AS 144A 4.000%, 1/22/20⁽⁴⁾		18,650		16,645
Zions Bancorp
5.650%, 5/15/14		1,775		1,830
4.500%, 3/27/17		8,120		8,528

				1,506,368

Health Care—1.2%
Alere, Inc. 144A 6.500%, 6/15/20⁽⁴⁾		6,175		6,152
Community Health Systems, Inc. (CHS) 5.125%, 8/15/18		9,320		9,506
Express Scripts Holding Co. 3.500%, 11/15/16		10,000		10,586
HCA, Inc. 6.500%, 2/15/20		19,575		21,263
inVentiv Health, Inc. 144A 9.000%, 1/15/18⁽⁴⁾		3,810		3,848
Symbion, Inc. 8.000%, 6/15/16		6,517		6,908
Tenet Healthcare Corp.
4.750%, 6/1/20		9,275		8,974
144A 6.000%, 10/1/20⁽⁴⁾		9,560		9,793
144A 8.125%, 4/1/22⁽⁴⁾		8,265		8,647
Valeant Pharmaceuticals International, Inc. Escrow Corp. 144A 6.750%, 8/15/18⁽⁴⁾		8,590		9,234
Vanguard Health Holding Co. II, LLC (Vanguard Holding Co. II, Inc.) 7.750%, 2/1/19		3,212		3,461


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Health Care (continued)
Zoetis, Inc. 144A 1.875%, 2/1/18⁽⁴⁾	$	1,975	$	1,956

				100,328

Industrials—5.8%
ADS Tactical, Inc. 144A 11.000%, 4/1/18⁽⁴⁾		7,416		6,748
Air Canada Pass-Through-Trust 13-1, B 144A 5.375%, 5/15/21⁽⁴⁾		9,855		9,510
America West Airlines Pass-Through-Trust
98-1, A 6.870%, 1/2/17		1,917		2,013
99-1, G 7.930%, 1/2/19		8,872		9,493
00-1, G 8.057%, 7/2/20		8,222		8,921
01-1, G 7.100%, 4/2/21		41,273		43,646
American Airlines Pass-Through-Trust 13-1, A 144A 4.000%, 7/15/25⁽⁴⁾		7,721		7,238
American Honda Finance Corp. 144A 6.700%, 10/1/13⁽⁴⁾		4,850		4,850
Atlas Air Pass-Through-Trust
98-1, A 7.380%, 1/2/18		9,772		10,065
99-1, A1 7.200%, 1/2/19		1,914		1,998
00-1, A 8.707%, 1/2/19		4,778		5,065
AWAS Aviation Capital Ltd. 144A 7.000%, 10/17/16⁽⁴⁾		9,846		10,190
British Airways plc 144A 5.625%, 6/20/20⁽⁴⁾		8,863		9,107


	PAR VALUE			VALUE
Industrials (continued)
Continental Airlines Pass-Through-Trust
98-1, A 6.648%, 9/15/17	$	4,806		$	5,058
97-4, A 6.900%, 1/2/18		5,040			5,292
99-1, A 6.545%, 2/2/19		11,374			12,370
09-2, A 7.250%, 11/10/19		788			891
99-2, C2 6.236%, 3/15/20		14,583			15,932
00-1, A1 8.048%, 11/1/20		7,432			8,435
01-1, A1 6.703%, 6/15/21		13,467			14,410
Delta Air Lines Pass-Through-Trust
11-1, A 5.300%, 4/15/19		10,188			10,901
09-1, A 7.750%, 12/17/19		5,566			6,463
12-1A, 1A 4.750%, 5/7/20		30,744			32,281
Deluxe Corp.
7.000%, 3/15/19		7,490			7,977
6.000%, 11/15/20		2,950			3,053
HD Supply, Inc. 8.125%, 4/15/19		2,935			3,272
Hellenic Railways 5.460%, 1/30/14		16,710	^EUR		21,815
Kratos Defense & Security Solutions, Inc. 10.000%, 6/1/17		12,365			13,509
Northwest Airlines Pass-Through-Trust 02-1, G2 6.264%, 11/20/21		25,512			26,313
Odebrecht Finance Ltd. 144A 8.250%, 4/25/18⁽⁴⁾		12,850	^BRL		4,811
Parker Hannifin Corp. 5.500%, 5/15/18		7,970			9,151
Rexel SA 144A 5.250%, 6/15/20⁽⁴⁾		15,970			15,651


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Industrials (continued)
Sappi Papier Holding GmbH
144A 7.750%, 7/15/17⁽⁴⁾	$	12,830	$	13,407
144A 8.375%, 6/15/19⁽⁴⁾		7,770		8,149
Spirit Aerosystems, Inc. 7.500%, 10/1/17		6,330		6,607
Toledo Edison Co. (The) 7.250%, 5/1/20		224		272
Transnet SOC Ltd. 144A 4.500%, 2/10/16⁽⁴⁾		9,000		9,283
U.S. Airways Pass-Through-Trust
98-1 6.850%, 1/30/18		4,533		4,737
01-1G 7.076%, 3/20/21		22,956		23,989
11-1 A 7.125%, 10/22/23		7,571		8,309
12-1A 5.900%, 10/1/24		11,479		11,996
UAL Pass-Through-Trust
09-2 9.750%, 1/15/17		24,434		27,793
07-01, A 6.636%, 7/2/22		11,103		11,547
United Rentals North America, Inc. 5.750%, 7/15/18		7,895		8,329

				480,847

Information Technology—0.9%
Ceridian Corp. 144A 11.000%, 3/15/21⁽⁴⁾		280		326
Digicel Ltd. 144A 8.250%, 9/1/17⁽⁴⁾		7,886		8,211
Dun & Bradstreet Corp. (The) 3.250%, 12/1/17		16,800		16,946
EarthLink, Inc.
8.875%, 5/15/19		4,100		3,967


	PAR VALUE		VALUE
Information Technology (continued)
144A 7.375%, 6/1/20⁽⁴⁾	$	7,770	$	7,615
Equinix, Inc. 4.875%, 4/1/20		8,062		7,860
Fidelity National Financial, Inc. 6.600%, 5/15/17		6,475		7,225
First Data Corp. 11.250%, 3/31/16		15,454		15,531
MDC-GMTN B.V. 144A 3.750%, 4/20/16⁽⁴⁾		4,000		4,216

				71,897

Materials—2.6%
Allegheny Technologies, Inc. 9.375%, 6/1/19		7,245		8,836
Ardagh Packaging Finance plc 144A 7.375%, 10/15/17⁽⁴⁾		8,145		8,746
Calumet Specialty Products Partners LP 9.375%, 5/1/19		8,441		9,306
Cemex SAB de CV 144A 9.500%, 6/15/18⁽⁴⁾		9,754		10,851
CRH America, Inc.
4.125%, 1/15/16		4,000		4,206
8.125%, 7/15/18		4,770		5,808
EuroChem Mineral & Chemical Co. OJSC 144A 5.125%, 12/12/17⁽⁴⁾⁽⁶⁾		11,920		11,920
FMG Resources Property Ltd.
144A 6.000%, 4/1/17⁽⁴⁾		2,485		2,560
144A 8.250%, 11/1/19⁽⁴⁾		8,600		9,309
Freeport-Mcmoran Copper & Gold, Inc. 144A 2.375%, 3/15/18⁽⁴⁾		9,000		8,700


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Materials (continued)
Gerdau Holdings, Inc. 144A 7.000%, 1/20/20⁽⁴⁾	$	10,280	$	10,948
Hexion U.S. Finance Corp.
144A 8.875%, 2/1/18		12,085		12,568
6.625%, 4/15/20		12,240		12,301
Huntsman International LLC 4.875%, 11/15/20		3,910		3,724
International Paper Co. 9.375%, 5/15/19		5,330		7,030
Nufarm Australia Ltd. 144A 6.375%, 10/15/19⁽⁴⁾		16,010		16,090
Reynolds Group Issuer, Inc.
9.000%, 4/15/19		2,730		2,880
5.750%, 10/15/20		12,945		13,058
Sealed Air Corp. 144A 6.500%, 12/1/20⁽⁴⁾		2,355		2,479
Severstal OAO (Steel Capital SA) 144A 6.700%, 10/25/17⁽⁴⁾⁽⁶⁾		5,975		6,401
Sinopec Group Overseas Development Ltd. 144A 2.750%, 5/17/17⁽⁴⁾		10,000		10,196
Tronox Finance LLC 144A 6.375%, 8/15/20		10,840		10,786
Turkiye Sise Ve Cam Fabrikalari AS 144A 4.250%, 5/9/20⁽⁴⁾		12,755		11,084
Vedanta Resources plc 144A 9.500%, 7/18/18⁽⁴⁾		13,090		14,432
144A 6.000%, 1/31/19⁽⁴⁾		6,000		5,730

				219,949


	PAR VALUE		VALUE
Telecommunication Services—1.4%
AT&T, Inc. 5.500%, 2/1/18	$	11,123	$	12,613
Crown Castle Towers LLC
144A 4.523%, 1/15/15⁽⁴⁾		4,925		5,110
144A 3.214%, 8/15/15⁽⁴⁾		4,950		5,049
144A 5.495%, 1/15/17⁽⁴⁾		5,915		6,437
Frontier Communications Corp. 7.125%, 3/15/19		12,200		13,008
Intelsat Luxembourg SA 144A 7.750%, 6/1/21⁽⁴⁾		8,000		8,310
Sprint Communications, Inc. 6.000%, 12/1/16		7,550		8,022
Sprint Corp. 144A 7.250%, 9/15/21⁽⁴⁾		4,080		4,131
Telefonica Emisiones SAU 3.192%, 4/27/18		2,805		2,768
Verizon Communications, Inc.
2.500%, 9/15/16		5,900		6,082
3.650%, 9/14/18		13,800		14,544
Wind Acquisition Finance S.A.
144A 11.750%, 7/15/17⁽⁴⁾		6,425		6,834
144A 7.250%, 2/15/18⁽⁴⁾		7,000		7,280
Windstream Corp. 7.750%, 10/15/20		12,125		12,580

				112,768

Utilities—1.1%
Abu Dhabi National Energy Co. 144A 2.500%, 1/12/18⁽⁴⁾		13,930		13,651


	PAR VALUE		VALUE
CORPORATE BONDS (continued)
Utilities (continued)
AmeriGas Partners LP (AmeriGas Finance Corp.)
6.250%, 8/20/19	$	5,670	$	5,897
6.750%, 5/20/20		4,000		4,270
Dayton Power & Light Co. (The) 144A 1.875%, 9/15/16⁽⁴⁾		2,000		2,016
Energy Transfer Partners LP 4.150%, 10/1/20		14,620		15,030
Israel Electric Corp. Ltd. 144A 5.625%, 6/21/18⁽⁴⁾		14,735		15,233
Korea Electric Power Corp. 144A 5.500%, 7/21/14⁽⁴⁾		3,420		3,538
Korea Gas Corp. 144A 6.000%, 7/15/14⁽⁴⁾		2,000		2,076
Korea Hydro & Nuclear Power Co., Ltd. 144A 3.125%, 9/16/15⁽⁴⁾		1,000		1,033
Korea Western Power Co., Ltd. 144A 3.125%, 5/10/17⁽⁴⁾		9,800		10,032
NRG Energy, Inc.
7.625%, 1/15/18		1,485		1,652
8.500%, 6/15/19		6,050		6,519
PPL WEM Holdings plc 144A 3.900%, 5/1/16⁽⁴⁾		5,495		5,761
State Grid Overseas Investment Ltd. 144A 1.750%, 5/22/18⁽⁴⁾		5,000		4,876

				91,584
TOTAL CORPORATE BONDS
(Identified Cost $3,004,721)				3,050,293


	PAR VALUE		VALUE
LOAN AGREEMENTS⁽³⁾—15.9%
Consumer Discretionary—4.1%
Acosta, Inc. Tranche D, 5.000%, 3/2/18	$	7,980	$	8,008
Acquisitions Cogeco Cable II LP (Atlantic Broadband (Penn) Holdings, Inc.) Tranche B, 3.250%, 11/30/19		4,049		4,015
Affinia Group, Inc. Tranche B-2, 4.750%, 4/25/20		4,648		4,669
Allison Transmission Tranche B-3, 3.750%, 8/23/19		7,677		7,694
Boyd Gaming Corp. Tranche B, 4.000%, 8/14/20		7,563		7,567
Caesars Entertainment Operating Co., Inc. (Harrah’s Operating Company, Inc.)
Tranche B-4, 9.500%, 10/31/16		5,905		5,903
Tranche B-6, 5.429%, 1/28/18		8,164		7,425
Charter Communications Operations LLC
Tranche E, 3.000%, 7/1/20		9,553		9,467
Tranche F, 3.000%, 12/31/20		14,683		14,556
Chrysler Group LLC Tranche B, 4.250%, 5/24/17		8,211		8,285
Clear Channel Communications, Inc. Tranche B, 3.829%, 1/29/16		9,000		8,502
CSC Holdings, Inc. (CSC Holdings, Inc. (Cablevision)) Tranche B, 2.679%, 4/17/20		10,636		10,537


	PAR VALUE		VALUE
Consumer Discretionary (continued)
Radio One, Inc. 7.500%, 3/31/16	$	1,880	$	1,927
Scientific Games International, Inc. 0.000%, 5/22/20⁽¹⁰⁾		15,445		15,316
Seminole Hard Rock Entertainment, Inc. (Seminole Hard Rock International LLC) Tranche B, 3.500%, 5/14/20		2,838		2,836
Seminole Tribe of Florida 3.000%, 4/29/20		15,391		15,377
ServiceMaster Co. (The)
Tranche C, 4.250%, 1/31/17		3,970		3,877
Tranche B, 4.440%, 1/31/17		4,200		4,116
Seven Sea Cruises S. DE R.L. Tranche B-1, 4.750%, 12/21/18		5,128		5,179
Sports Authority, Inc. (The) Tranche B, 7.500%, 11/16/17		2,237		2,251
SRAM LLC First Lien, 5.250%, 4/10/20		2,103		2,077
Station Casinos LLC Tranche B, 5.000%, 3/2/20		12,505		12,649
Tribune Co. Tranche B, 4.000%, 12/31/19		4,578		4,586
TWCC Holding Corp. Second Lien, 7.000%, 6/26/20		8,500		8,744
Univision Communications, Inc.
4.000%, 3/1/20		10,899		10,791
First Lien, 4.500%, 3/1/20		19,900		19,850
Virgin Media Investment Holdings Ltd. Tranche B, 3.500%, 6/8/20		13,968		13,911


	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Consumer Discretionary (continued)
WideOpenWest Finance LLC
Tranche B-1, 4.250%, 7/17/17	$	1,207	$	1,214
Tranche B, 4.750%, 4/1/19		8,847		8,921
Zuffa LLC 4.500%, 2/25/20		10,923		10,944

				341,406

Consumer Staples—0.8%
AdvancePierre Foods, Inc. First Lien, 5.750%, 7/10/17		211		213
American Rock Salt Co. LLC 5.500%, 4/25/17		10,678		10,684
Aramark Corp. Tranche D, 4.000%, 9/9/19		10,099		10,130
Del Monte Corp. 4.000%, 3/8/18		13,263		13,237
Heinz (H.J.) Co. Tranche B-2, 3.500%, 6/5/20		5,690		5,715
Hostess Brands Acquisition LLC Tranche B, 6.750%, 4/9/20		5,251		5,400
Rite Aid Corp.
Tranche 6, 4.000%, 2/21/20		6,965		6,965
Tranche 1, Second Lien, 5.750%, 8/21/20		720		739
Tranche 2, 4.875%, 6/21/21		14,688		14,766

				67,849

Energy—0.7%
Buffalo Gulf Coast Terminals LLC 5.250%, 10/31/17		3,267		3,299
Chesapeake Energy Corp. 5.750%, 12/2/17		16,495		16,815


	PAR VALUE		VALUE
Energy (continued)
CITGO Petroleum Corp. Tranche C, 9.000%, 6/24/17	$	1,880	$	1,922
EP Energy LLC (Everest Acquisition LLC)
Tranche B-3, 3.500%, 5/24/18		4,100		4,102
Tranche B-2, 4.500%, 4/30/19		768		769
FTS International, Inc. (Frac Tech International LLC) 8.500%, 5/6/16		11,340		11,153
NGPL Pipeco LLC 6.750%, 9/15/17		6,163		5,526
Quicksilver Reseources. Inc. Second Lien, 7.000%, 6/21/19		8,750		8,444
Samson Investment Co. Second Lien, 6.000%, 9/25/18		8,366		8,391

				60,421

Financials—1.6%
AGFS Funding 0.000%, 9/25/19⁽¹⁰⁾		6,383		6,396
Altisource Portfolio Solutions S.A.R.L Tranche B, 5.750%, 11/27/19		14,809		14,948
Asurion LLC (Asurion Corp.) Tranche B-1, 4.500%, 5/24/19		10,300		10,224
Capital Automotive LP
Tranche B-1, 4.000%, 4/10/19		3,696		3,707
Second Lien, 6.000%, 4/30/20		429		440
Clipper Acquisitions Corp. 4.000%, 2/6/20		6,330		6,367
iPayment, Inc . 6.750%, 5/8/17		6,546		6,333


	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Financials (continued)
iStar Financial, Inc.
Tranche A-2, 7.000%, 3/19/17	$	3,744	$	3,847
4.500%, 10/15/17		13,261		13,314
MIP Delaware LLC Tranche B-1, 4.000%, 3/9/20		1,866		1,877
Nuveen Investments, Inc. Tranche B, Second Lien 6.500%, 2/28/19		10,991		10,950
Realogy Corp.
Extended LOC, 0.030%, 10/10/16		743		749
Tranche B, 4.500%, 3/5/20		17,962		18,099
RPI Finance Trust 4.000%, 11/9/18		10,917		10,957
Springleaf Financial Funding Co. 4.750%, 5/10/17		1,324		1,327
Trans Union LLC 4.250%, 2/8/19		2,786		2,803
Walter Investment Management Corp. Tranche B, 5.750%, 11/28/17		19,868		20,071

				132,409

Health Care—1.9%
Alere, Inc. (IM U.S. Holdings LLC)
Tranche B-1, 4.250%, 6/30/17		2,454		2,470
Tranche B, 4.250%, 6/30/17		1,323		1,332
American Renal Holdings, Inc. Tranche B, First Lien, 4.500%, 8/20/19		9,416		9,345
Aptalis Pharma, Inc. (Axcan Intermediate Holdings, Inc.) Tranche B-1, 5.500%, 2/10/17		3,039		3,046


	PAR VALUE		VALUE
Health Care (continued)
Ardent Medical Services, Inc. First Lien, 6.750%, 7/2/18	$	4,339	$	4,366
Capsugel Holdings U.S., Inc. 3.500%, 8/1/18		2,720		2,709
Catalent Pharma Solutions, Inc. (Cardinal Health 409, Inc.) Tranche 2, 4.250%, 9/15/17		3,668		3,686
ConvaTec, Inc. 4.000%, 12/22/16		1,389		1,400
DaVita, Inc. Tranche B-2 4.000%, 11/1/19		10,703		10,759
Emdeon, Inc. Tranche B-2, 3.750%, 11/2/18		4,122		4,123
Health Management Associates, Inc. Tranche B, 3.500%, 11/16/18		8,475		8,482
Hologic, Inc. Tranche B, 3.750%, 8/1/19		12,657		12,699
Iasis Healthcare LLC Tranche B-2, 4.500%, 5/3/18		5,819		5,838
InVentiv Health, Inc. (Ventive Health, Inc.) 7.500%, 8/4/16		8,750		8,488
Kinetic Concepts, Inc.
Tranche D-2, 4.000%, 11/4/16		6,737		6,776
Tranche D-1, 4.500%, 5/4/18		1,589		1,599
MedAssets, Inc. Tranche B, 4.000%, 12/13/19		558		560
Quintiles Transnational Corp. Tranche B-2, 4.000%, 6/8/18		4,429		4,447


	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Health Care (continued)
Rural/Metro Operating Co. LLC First Lien, 5.750%, 6/30/18	$	8,765	$	8,354
Sheridan Holdings, Inc. First Lien, 4.500%, 6/29/18		8,567		8,601
Surgery Center Holdings, Inc. First Lien 6.000%, 4/11/19		3,590		3,599
U.S. Renal Care, Inc. First Lien, 5.250%, 7/3/19		2,735		2,770
United Surgical Partners International, Inc. Tranche B, 4.750%, 4/3/19		3,798		3,823
Valeant Pharmaceuticals International, Inc. Escrow Corp.
Series D2, Tranche B, 3.750%, 2/13/19		14,090		14,099
Series C2, Tranche B 3.750%, 12/11/19		3,891		3,905
Vanguard Health Holding Company II LLC Tranche B, 3.750%, 1/29/16		5,315		5,321
VWR Funding, Inc.
Tranche B-1, 4.179%, 4/3/17		827		828
4.429%, 4/3/17		3,169		3,174
Warner Chilcott Corp.
Tranche B-1, 5.500%, 3/15/18		1,430		1,433
Tranche B-1, 5.500%, 3/15/18		3,286		3,291


	PAR VALUE		VALUE
Health Care (continued)
(WC Luxco S.A.R.L.) Tranche B-3, 5.500%, 3/15/18	$	2,589	$	2,593

				153,916

Industrials—1.9%
Aluma Systems, Inc. (Brand Energy & Infrastructure) Tranche 1, 6.250%, 10/23/18		1,859		1,870
American Airlines, Inc. Tranche B, 4.750%, 6/27/19		35,751		35,595
AWAS Finance Luxemborg S.A. Tranche 2012, 3.500%, 7/16/18		10,213		10,252
Brand Energy & Infrastructure Services, Inc. Tranche B-1, First Lien, 6.250%, 10/23/18		7,744		7,791
Brock Holdings Ill, Inc. First Lien, 6.750%, 3/16/17		1,483		1,492
Ceridian Corp. Tranche 2013, 4.429%, 8/14/15		19,564		19,605
CHG Buyer Corp. First Lien, 5.000%, 11/19/19		10,121		10,216
Delta Air Lines, Inc. Tranche B-1, 4.000%, 10/18/18		6,396		6,424
DynCorp International, Inc. 6.750%, 7/7/16		5,616		5,662
Envision Healthcare Corp. (Emergency Medical Services Corp.) 4.000%, 5/25/18		6,748		6,755
HD Supply, Inc. 4.500%, 10/12/17		11,722		11,754
Husky Injection Molding 4.250%, 7/2/18		5,258		5,272


	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Industrials (continued)
McJunkin Red Man Corp. 7.000%, 11/8/19	$	6,983	$	7,038
Spirit Aerosystems, Inc. Tranche B 3.750%, 4/18/19		13,790		13,876
Swift Transportation Tranche B-2, 4.000%, 12/21/17		815		819
US Airways, Inc.
Tranche B-2, 3.500%, 11/23/16		6,235		6,252
Tranche B-1, 4.250%, 5/23/19		7,126		7,098
WireCo Worldgroup, Inc. 6.000%, 2/15/17		2,490		2,502

				160,273

Information Technology—2.9%
Activision Blizzard 0.000%, 7/26/20⁽¹⁰⁾		13,167		13,177
Alcatel-Lucent U.S.A., Inc. 5.750%, 1/30/19		16,190		16,338
Avaya, Inc.
Tranche B-3, 4.762%, 10/26/17		11,071		9,938
Tranche B-5, 8.000%, 3/31/18		2,502		2,376
Blue Coat Systems, Inc.
4.500%, 5/31/19		8,283		8,328
Second Lien 9.500%, 6/28/20		11,569		11,656
BMC Software, Inc. 5.000%, 9/10/20		6,510		6,521
CCC Holdings, Inc. 4.000%, 12/20/19		5,900		5,887
CDW LLC 3.500%, 4/29/20		12,481		12,304
Dell, Inc. 0.000%, 3/24/20⁽¹⁰⁾		12,940		12,730
Deltek, Inc. First Lien, 5.000%, 10/10/18		9,553		9,591


	PAR VALUE		VALUE
Information Technology (continued)
First Data Corp.
Tranche 2017, 4.180%, 3/24/17	$	13,980	$	13,881
Tranche 2018, 4.180%, 3/23/18		22,100		21,934
Genpact Ltd. 3.500%, 8/30/19		3,705		3,708
Infor (U.S.), Inc. (Lawson Software, Inc.)
Tranche B-2, 5.250%, 4/5/18		7,358		7,410
Tranche B-3, 3.750%, 6/3/20		4,863		4,827
Information Resources, Inc. (Symphonyiri Group, Inc.) 4.750%, 9/30/20		1,914		1,918
Interactive Data Corp. 3.750%, 2/11/18		5,267		5,251
Kronos, Inc. First Lien, 4.500%, 10/30/19		3,126		3,132
Moneygram International, Inc. 4.250%, 3/27/20		4,662		4,666
Novell, Inc. (Attachmate Corp.) First Lien, 7.250%, 11/22/17		8,211		8,242
Presidio, Inc. 5.750%, 3/31/17		11,167		11,185
Riverbed Technology, Inc. 4.000%, 12/18/19		3,972		4,010
RP Crown Parent LLC First Lien 6.750%, 12/21/18		12,352		12,464
Sophia LP Tranche B, 4.500%, 7/19/18		6,353		6,392
Spansion LLC 5.250%, 12/13/18		4,220		4,253
SRA International, Inc. 6.500%, 7/20/18		6,905		6,849


	PAR VALUE		VALUE
LOAN AGREEMENTS (continued)
Information Technology (continued)
SSI Investments II Ltd. (Skillsoft) 5.000%, 5/26/17	$	3,073	$	3,091
Wall Street Systems Holdings, Inc. First Lien, 5.750%, 10/25/19		6,506		6,536

				238,595

Materials—0.9%
Air Distribution Technologies, Inc. (QS0001 Corp.) First Lien, 5.000%, 11/9/18		3,845		3,869
Avantor Performance Materials Holdings, Inc. 5.250%, 6/24/17		2,304		2,310
AZ Chem US, Inc. 5.250%, 12/22/17		4,696		4,746
Cyanco Intermediate Corp. 5.500%, 5/1/20		3,596		3,618
Fairmount Minerals Ltd.
Tranche B-2, 4.250%, 6/30/17		4,925		4,958
Tranche B-2, 5.000%, 9/5/19		3,899		3,913
Fortescue Metals Group Ltd. (FMG Resources Ltd.) 2006, 5.250%, 10/18/17		6,998		7,031
Houghton International, Inc. Holding Corp. First Lien, 4.000%, 12/20/19		14,361		14,331
Ineos US Finance LLC 4.000%, 5/4/18		12,574		12,452
Pact Group (USA), Inc. 3.750%, 5/29/20		10,089		9,963


	PAR VALUE		VALUE
Materials (continued)
Reynolds Group Holdings, Inc. 4.750%, 9/28/18	$	6,085	$	6,109
Tronox Pigments B.V. 4.500%, 3/19/20		3,975		4,003

				77,303

Telecommunication Services—0.9%
Cricket Communications, Inc. Tranche C, 4.750%, 3/8/20		15,362		15,381
Global Tel*link Corp. First Lien, 5.000%, 5/22/20		9,962		9,838
Intelsat Jackson Holding S.A. (Intelsat Jackson Holding Ltd.) Tranche B-1, 4.250%, 4/2/18		13,364		13,414
Level 3 Financing, Inc.
Tranche B-III 2019, 4.000%, 8/1/19		6,319		6,321
Tranche B-II 2019, 4.750%, 8/1/19		9,850		9,859
0.000%, 1/15/20⁽¹⁰⁾		2,900		2,901
Tranche B, 4.000%, 1/15/20		585		585
West Corp. Tranche B-8, 3.750%, 6/30/18		6,343		6,356
Windstream Corp. Tranche B-4, 3.500%, 1/23/20		5,667		5,663

				70,318

Utilities—0.2%
Calpine Corp. 4.000%, 10/9/19		6,683		6,694
NRG Energy, Inc. 2.750%, 7/1/18		6,818		6,784


	PAR VALUE			VALUE
LOAN AGREEMENTS (continued)
Utilities (continued)
Texas Compeptitive Electric Holdings Co. LLC 2017 Extended, 4.766%, 10/10/17	$	5,925		$	4,000

					17,478
TOTAL LOAN AGREEMENTS
(Identified Cost $1,319,843)					1,319,968

	SHARES
PREFERRED STOCK—0.3%
Financials—0.3%
Ally Financial, Inc. 144A⁽⁴⁾ 7%		702			671
Banco Bilbao Vizcaya Argentaria S.A. International S.A. Unipersonal 5.919%⁽³⁾		5,835,000	⁽¹¹⁾		5,251
Banco do Brasil S.A. 144A 8.500%⁽³⁾⁽⁴⁾		700,000	⁽¹¹⁾		777
JPMorgan Chase & Co. Series 1 7.90%⁽³⁾		3,360,000	⁽¹¹⁾		3,646
Wells Fargo & Co. Series K, 7.98%⁽³⁾		16,155,000	⁽¹¹⁾		17,770
TOTAL PREFERRED STOCK
(Identified Cost $27,807)					28,115
COMMON STOCKS—0.0%
Financials—0.0%
CIT Group, Inc.⁽²⁾		1			—	⁽¹²⁾

Materials—0.0%
Catalyst Paper Corp.		2,284,459			1,348
TOTAL COMMON STOCKS
(Identified Cost $2,850)					1,348
TOTAL LONG TERM INVESTMENTS—98.6%
(Identified Cost $8,135,572)					8,203,065

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

Securities with an end of period value of $671 were transferred from level 2 to level 1 since starting to use an exchange price.

The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value.

None of the securities in the table are internally fair valued at September 30, 2013.

Virtus Opportunities Trust (the “Trust”) is organized as a Delaware statutory trust and is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end management investment company.

As of the date of this report, 31 funds are offered for sale, of which the Virtus Multi-Sector Short Term Bond Fund (the “Fund”) is reported in this annual report. The Fund’s investment objective is outlined in the Fund summary page.

The Fund offers Class A shares, Class C shares, Class T shares and Class I shares. Class B shares are no longer available for purchase by new or existing shareholders, except by existing shareholders through Qualifying Transactions. (For information regarding Qualifying Transactions refer to the Trust’s prospectus.)

Class A shares are sold with a front-end sales charge of up to 2.25%. Generally, Class A shares are not subject to any charges by the Fund when redeemed; however, a 0.50% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within certain period following purchases on which a finder’s fee has been paid. The period for which the CDSC applies for the Fund is 18 months. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

Class B shares were sold with a CDSC which declines from 2% to zero depending on the period of time the shares are held. Class C shares are sold without a sales charge. Class T shares of the Fund are sold with a 1% contingent deferred sales charge, applicable, if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

Each Class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board-approved Rule 12b-1 and/or shareholder service plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of the Fund are borne pro rata by the holders of each class of shares.

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

Security valuation procedures for the Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and

transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee (“Valuation Committee”) appointed by the Board. The Valuation Committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the Valuation Committee monthly unless changes occur within the period. The Valuation Committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

The Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the Valuation Committee, are generally categorized as Level 3 in the hierarchy.

Certain non-U.S. securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that non-U.S. markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (“NAV”) (generally 4 p.m. Eastern time, the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Fund fair values non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.

information, as well as dealer-supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured debt instruments such as mortgage-backed and asset-backed securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the Valuation Committee are generally categorized as Level 3 in the hierarchy.

Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy. Over-the-counter derivative contracts, which include forward currency contracts and equity-linked instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

Short-term notes having a maturity of 60 days or less are valued at amortized cost which approximates market and are generally categorized as Level 2 within the hierarchy.

Investments in open-end mutual funds are valued at their closing NAV determined as of the close of regular trading on the NYSE each business day and are categorized as Level 1 in the hierarchy.

A summary of the inputs used to value the Fund’s net assets by each major security type is disclosed at the end of the Schedule of Investments for the Fund. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Security transactions are recorded on the trade date. Realized gains and losses from the sale of securities are determined on the identified cost basis. Dividend income is recognized on the ex-dividend date, or in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes discounts using the effective interest method.

The Fund is treated as a separate taxable entity. It is the intention of the Fund to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made.

The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it invests.

Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of September 30, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2010 forward (with limited exceptions).

Distributions are recorded by the Fund on the ex-dividend date. Income distributions are recorded daily. Income and capital gain distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

Expenses incurred together by the Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such fund, except where allocation of direct expense to each fund or an alternative allocation method can be more appropriately used.

In addition to the net annual operating expenses that the Fund bears directly, the shareholders of a fund indirectly bear the Fund’s pro-rata expenses of any underlying mutual funds in which the Fund invests.

The Fund may engage in when-issued or forward commitment transactions. Securities purchased on a when-issued or forward commitment basis are also known as delayed delivery transactions. Delayed delivery transactions involve a commitment by a fund to purchase or sell a security at a future date, ordinarily up to 90 days later. When-issued or forward commitments enable a fund to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. The Fund records when-issued and delayed delivery securities on the trade date. The Fund maintains collateral for the securities purchased. Securities purchased on a when-issued or delayed delivery basis begin earning interest on the settlement date.

The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. Loan Agreements are generally non-investment grade, often involve borrowers that are highly leveraged. The Fund may invest in obligations of borrowers who are in bankruptcy proceedings. Loan agreements are typically senior in the corporate capital structure of the borrower. A loan is often administered by a bank or other financial institution (the “lender”) that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. A Fund’s investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. When investing in loan participations, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan participation and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan. All loan agreements currently held by the Funds are assignment loans.

The Fund may invest in credit-linked notes, which are usually issued by a special purpose vehicle that is selling credit protection through a credit default swap. The performance of the notes is linked to the performance of the underlying reference obligation. The special purpose vehicle invests the proceeds from the notes to cover its contingent obligation. Credit-linked notes may also have risks with default by the referenced obligation, currency and/or interest rates.

Virtus Investment Advisers, Inc. (the “Adviser”), an indirect, wholly-owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Fund’s investment program and general operations of the Fund, including oversight of the Fund’s subadviser.

As compensation for its services to the Fund, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of the Fund: 0.55% of the first $1 billion; 0.50% of $1 billion to $2 billion; 0.45% of $2+ billion.

The subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Newfleet Asset Management, LLC, an indirect, wholly-owned subsidiary of Virtus, is the subadviser to the Fund.

The Adviser has voluntarily agreed to limit the Fund’s total operating expenses (excluding interest, taxes, extraordinary expenses and acquired fund fees and expenses, if any) so that such expenses do not exceed, on an annualized basis the following percentages of the Fund’s average net asset values: 1.10% for Class A shares, 1.60% for Class B shares, 1.35% for Class C shares, 1.85% for Class T shares and 0.85% for Class I shares. The Adviser may discontinue these voluntary expense caps at any time. The Fund is currently below its expense cap.

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of the Fund’s shares. VP Distributors has advised the Fund for the fiscal year (the “period”) ended September 30, 2013, it retained net commissions of $118 for Class A shares and deferred sales charges of $160, $—⁽¹⁾, $1 and $114 for Class A shares, Class B shares, Class C shares and Class T shares, respectively.

In addition, the Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan as a percentage of the daily average net assets of each respective class, at the annual rate of 0.25% for Class A shares, 0.75% for Class B shares, 0.50% for Class C shares, and 1.00% for Class T shares. Class I shares are not subject to a 12b-1 plan.

of October 1, 2012 to December 31, 2012, VP Distributors LLC served as the Administrator and Transfer Agent to the Fund. For the period of January 1, 2013 to September 30, 2013 Virtus Fund Services LLC, served as Administrator and Transfer Agent to the Fund.

For the period ended September 30, 2013, the Fund incurred administration fees totaling $7,519 which are included in the Statement of Operations.

For the period ended September 30, 2013, the Fund incurred transfer agent fees totaling $8,287 which are included in the Statement of Operations. A portion of these fees is paid to outside entities that also provide services to the Trust.

At September 30, 2013, Virtus and its affiliates, BMO Bankcorp (a minority investor in Virtus) and its affiliates, and the retirement plans of Virtus and its affiliates, held shares of the Fund which may be redeemed at any time that aggregated the following.

Purchases and sales of securities for the Fund (excluding U.S. Government and agency securities, and short-term securities) during the period ended September 30, 2013, were as follows:

Purchases and sales of long-term U.S. Government and agency securities for the Fund during the period ended September 30, 2013, were as follows:

As of September 30, 2013, the Fund had individual shareholder account(s) and/or omnibus shareholder account(s) (comprised of a group of individual shareholders), which individually amounted to more than 10% of the total shares outstanding of the Fund as detailed below.

In countries with limited or developing markets, investments may present greater risks than in more developed markets and the prices of such investments may be volatile. The

consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of these investments and the income they generate, as well as the Fund’s ability to repatriate such amounts.

High-yield/high risk securities typically entail greater price volatility and/or principal and interest rate risk. There is a greater chance that an issuer will not be able to make principal and interest payments on time. Analysis of the creditworthiness of issuers of high-yield securities may be complex, and as a result, it may be more difficult for the Adviser and/or Subadviser to accurately predict risk.

The Fund may invest a high percentage of its assets in specific sectors of the market in its pursuit of a greater investment return. Fluctuations in these sectors of concentration may have a greater impact on the Fund, positive or negative, than if the Fund did not concentrate its investments in such sectors.

Investments generally are considered illiquid if they cannot be disposed of in seven days in the ordinary course of business at the approximate amount at which such securities have been valued by the Fund. Additionally, the following information is also considered in determining illiquidity: the frequency of trades and quotes for the investment, whether the investment is listed for trading on a recognized domestic exchange and/or whether two or more brokers are willing to purchase or sell the security at a comparable price, the extent of market making activity in the investment and the nature of the market for investment. Illiquid securities are footnoted as such at the end of the Fund’s Schedule of Investments where applicable.

Restricted securities are illiquid securities, as defined above not registered under the Securities Act of 1933 (the “1933 Act”), as amended. Generally, 144A securities are excluded from this category, except where defined as illiquid.

The Fund will bear any costs, including those involved in registration under the 1933 Act, in connection with the disposition of such securities.

At September 30, 2013, the Fund did not hold any illiquid and restricted securities.

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Each Trustee has also entered into an indemnification agreement with the Trust. In addition, in the normal course of business the Fund enters into contracts that provide a variety of indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund and that have not occurred. However, the Fund has not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

At September 30, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:

The Fund has capital loss carryovers available which may be used to offset future realized capital gains, through the indicated expiration dates shown below:

The Fund may not realize the benefit of these losses to the extent the Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

The Fund utilized $25,630 in losses deferred in prior years against current year capital gains.

The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which is disclosed above) consist of undistributed ordinary income of $0 and undistributed long-term capital gains of $0.

For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Fund. As of September 30, 2013, the Fund recorded reclassifications to increase (decrease) the accounts as listed below:

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar

agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were available for issuance, and has determined that there are no subsequent events requiring recognition or disclosure in the financial statements.

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Multi-Sector Short Term Bond Fund (the “Fund”) constituting Virtus Opportunities Trust, hereafter referred to as the “Trust”, at September 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trust’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2013 by correspondence with the custodians and brokers, provide a reasonable basis for our opinion.

For the fiscal year ended September 30, 2013, the Fund makes the following disclosures for federal income tax purposes. Below is listed the percentage, or the maximum amount allowable, of its ordinary income dividends (“QDI”) to qualify for the lower tax rates applicable to individual shareholders, and the percentage of ordinary income dividends earned by the Fund which qualifies for the dividends received deduction (“DRD”) for corporate shareholders. The actual percentage of QDI and DRD for the calendar year will be designated in year-end tax statements. The Fund designates the amount below, or if subsequently different, as long-term capital gains dividends (“LTCG”) ($ reported in thousands).

Information pertaining to the Trustees and officers of the Trust as of September 30, 2013, is set forth below. The statement of additional information (SAI) includes additional information about the Trustees and is available without charge, upon request, by calling (800) 243-1574. The address of each individual, unless otherwise noted, is 100 Pearl Street, Hartford, CT 06103-4506. There is no stated term of office for Trustees of the Trust.

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations thereunder.

Investment Adviser

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103-4506

Principal Underwriter

VP Distributors, LLC

100 Pearl Street

Hartford, CT 06103-4506

Administrator and Transfer Agent

Virtus Fund Services

100 Pearl Street

Hartford, CT 06103-4506

Custodian

JPMorgan Chase Bank NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

Independent Registered Public

Accounting Firm

PricewaterhouseCoopers LLC

2001 Market Street

Philadelphia, PA 19103-7042

How to Contact Us

Mutual Fund Services1-800-243-1574

Adviser Consulting Group1-800-243-4361

Telephone Orders1-800-367-5877

Text Telephone1-800-243-1926

Web siteVirtus.com

This report is not authorized for distribution to prospective investors in the Virtus Real Estate Securities Fund unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, the Fund’s record and other pertinent information.

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Virtus Real Estate Securities Fund (the “Fund”), you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares; and (2) ongoing costs, including investment advisory fees, distribution and service fees, and other expenses. Class I shares are sold without a sales charge and do not incur distribution and service fees. For further information regarding applicable sales charges, see Note 1 in the Notes to Financial Statements. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

The central bank of the United States, responsible for controlling the money supply, interest rates and credit with the goal of keeping the U.S. economy and currency stable.

Governed by a seven-member board, the system includes 12 regional Federal Reserve Banks, 25 branches and all national and state banks that are part of the system.

The FTSE NAREIT Equity REITs Index is a free-float market capitalization index measuring equity tax-qualified real estate investment trusts, which meet minimum size and liquidity criteria, that are listed on the New York Stock Exchange, the American Stock Exchange and the NASDAQ National Market System. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges, and it is not available for direct investment.

The MSCI AC World Index (net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged its returns do not reflect any fees, expenses or sales charges, and is not available for direct investment.

A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties.

The Fund is diversified and has an investment objective of capital appreciation and income with approximately equal emphasis.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 3.70%, Class B shares returned 2.92%, Class C shares returned 2.93% and Class I shares returned 3.96%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the FTSE NAREIT Equity REITs Index, the Fund’s style-specific index appropriate for comparison, returned 5.87%.

How did the markets perform during the Fund’s fiscal year?

The Fund’s fiscal year overlapped the final phase of the great secular bull market in U.S. bonds. During this time, outperformance of lower quality real estate equities was prevalent. Within the real estate market, lower quality stocks, which lack rental rate pricing power, as well as high yield stocks and longer-lease duration sectors, which lack organic growth but offered external spread investing, outperformed.

As noted by Green Street Advisors in March 2013, “REITs with characteristics associated with lower quality, i.e., ‘junk REITs,’ have massively outperformed over the last year, and the trend has intensified of late.”

When the Federal Reserve (the “Fed”) signaled in May 2013 that it might taper its monthly bond purchases, bonds sold off in response, and we witnessed a nearly 100-basis point increase in U.S. 10-Year Treasury yields as of the Fund’s fiscal year-end.

Real estate securities, as measured by the FTSE NAREIT Equity REITs Index, outperformed the S&P 500 Index from the start of the Fund’s fiscal year through May 21, the eve of the Fed’s tapering comments, and subsequently underperformed the S&P 500 Index to the Fund’s fiscal year-end.

Once the U.S. bond market shifted, the pendulum tilted to favor higher quality stocks, which can benefit from pricing power in the form of higher rents.

In addition, following the turn in the U.S. bond market, cyclical-oriented equities performed better than defensive equities and fixed income securities were broadly disfavored. Emerging market equities suffered as capital headed for the exits and their currencies came under pressure.

The 10-Year Treasury sell-off period is reminiscent of April 2004, in our view. Back then, when strong payroll data was released for March of that year, the bond market was surprised and sold off. That pressured the REIT space, much like it has done recently, and created a rebalancing opportunity. REITs powered ahead that year and continued to do so as interest rates rose over the next couple of years.

Despite the Fed’s hint at a bond taper back in May, U.S. fiscal policy concerns likely influenced its decision in September to postpone reducing its pace of monthly bond market purchases until the economic visibility improves.

What factors affected the Fund’s performance during its fiscal year?

For the one-year period ending September 30, 2013, the Fund trailed its style-specific benchmark. Given the Fund’s philosophy and style, we would expect the aforementioned lower quality outperformance windows in the fiscal year to present a challenge. Property sector allocation was a positive contributor during the period, while security selection detracted from performance.

For information regarding the indexes and certain investment terms, see the Key Investment Terms on page 4.

Within the U.S., the self storage, lodging, and industrial property sectors demonstrated the best total returns over the last 12 months and manufactured homes, regional malls, and apartments were the laggards.

The most significant individual positive contributor to relative performance during the fiscal year was the Fund’s allocation to, and stock selection within, the self storage property sector. Specifically, its overweight exposure to a mid-cap self storage REIT was the primary driver. The office sector, primarily security selection within, and the industrial sector, primarily due to an overweight allocation to the property sector, were the second and third most positive contributors to the Fund’s relative performance.

The most significant detractor from relative performance during the fiscal year was the Fund’s security selection and overweight allocation to the apartment property sector, followed by the diversified property sector, due to security selection and an underweight allocation, and the regional mall property sector, due to an overweight allocation and security selection.

Going forward, we expect higher quality cash flow growth to play a more meaningful role in driving total returns as internal growth prospects (i.e., occupancy lift and rental rate pricing power) continue to accelerate against a backdrop of fairly limited new supply, and companies remain active with external growth initiatives.

Dividend growth should be supported by the acceleration in cash flow growth, recapitalized balance sheets, and low historical dividend payout ratios.

A favorable supply outlook should allow landlords to increase occupancy and achieve pricing power at a faster rate than they otherwise would in a recovery.

There is no guarantee that the Fund will meet its objective.



Asset Allocations

The following table presents asset allocations within certain sectors as a percentage of total investments at September 30, 2013.
Regional Malls	19	%
Apartments	17
Office	11
Industrial	10
Self Storage	10
Lodging/Resorts	9
Health Care	9
Other (including short-term investments)	15

	100	%

Fund Expense Ratios⁶: A Shares: 1.41%, B Shares: 2.16%, C Shares: 2.16%, I Shares: 1.16%.

All returns represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above table and graph below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please visit Virtus.com for performance data current to the most recent month-end.

This chart assumes an initial investment of $10,000 made on September 30, 2003, for Class A and Class B shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.


	SHARES		VALUE

COMMON STOCKS—99.4%
REAL ESTATE INVESTMENT TRUSTS—99.4%
DIVERSIFIED—1.6%
Digital Realty Trust, Inc.		241,303	$	12,813
Vornado Realty Trust		99,497		8,364

				21,177

HEALTH CARE—8.7%
HCP, Inc.		148,471		6,080
Health Care REIT, Inc.		974,474		60,788
Ventas, Inc.		755,261		46,448

				113,316

INDUSTRIAL/OFFICE—23.6%
Industrial—10.4%
DCT Industrial Trust, Inc.		6,306,297		45,342
Eastgroup Properties, Inc.		108,835		6,444
Prologis, Inc.		2,216,325		83,378

				135,164

Mixed—2.7%
Duke Realty Corp.		617,500		9,534
Liberty Property Trust		730,044		25,990

				35,524

Office—10.5%
Boston Properties, Inc.		580,283		62,032
Kilroy Realty Corp.		1,038,856		51,891
SL Green Realty Corp.		265,077		23,550

				137,473

				308,161

LODGING/RESORTS—8.8%
Host Hotels & Resorts, Inc.		3,435,972		60,714
LaSalle Hotel Properties		1,097,379		31,297
Pebblebrook Hotel Trust		825,092		23,688

				115,699

RESIDENTIAL—18.8%
Apartments—17.3%
American Campus Communities, Inc.		787,617		26,897
AvalonBay Communities, Inc.		449,256		57,096


	SHARES		VALUE

Apartments (continued)
Camden Property Trust		624,400	$	38,363
Equity Residential		1,186,691		63,571
Essex Property Trust, Inc.		277,040		40,919

				226,846

Manufactured Homes—1.5%
Equity Lifestyle Properties, Inc.		568,728		19,434

				246,280

RETAIL—27.7%
Regional Malls—19.4%
General Growth Properties, Inc.		3,086,775		59,544
Macerich Co. (The)		920,575		51,957
Simon Property Group, Inc.		959,091		142,166

				253,667

Shopping Centers—8.3%
DDR Corp.		2,088,416		32,809
Kimco Realty Corp.		1,375,075		27,749
Retail Opportunity Investments Corp.		270,000		3,732
Tanger Factory Outlet Centers		1,348,300		44,022

				108,312

				361,979

SELF STORAGE—10.2%
Extra Space Storage, Inc.		957,345		43,798
Public Storage		559,781		89,873

				133,671
TOTAL COMMON STOCKS (Identified Cost $866,826)				1,300,283
TOTAL LONG TERM INVESTMENTS—99.4%
(Identified cost $866,826)				1,300,283

As of the date of this report, 31 funds are offered for sale, of which the Real Estate Securities Fund (the “Fund”) is reported in this annual report. The Fund’s investment objective is outlined in the Fund summary page.

The Fund offers Class A shares, Class C shares and Class I shares for sale. Class B shares are no longer available for purchase by new or existing shareholders, except by existing shareholders through Qualifying Transactions. (For information regarding Qualifying Transactions, refer to the Trust’s prospectus.)

Class A shares are sold with a front-end sales charge of up to 5.75% with some exceptions. Generally, Class A shares are not subject to any charges by the Fund when redeemed; however, a 1% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within a certain period following purchases on which a finder’s fee has been paid. The period for which the CDSC applies for the Fund is 18 months. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

Class B shares were sold with a CDSC which declines from 5% to zero depending on the period of time the shares are held.

Class C shares are generally sold with a 1% CDSC, applicable if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

Each Class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board-approved Rule 12b-1 and/or shareholder service plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of the Fund are borne pro rata by the holders of each class of shares.

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

Security valuation procedures for the Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and

The Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Listed derivatives that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy. Over the counter derivative contracts, which include forward currency contracts and equity-linked instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.

Investments in open-end mutual funds are valued at their closing NAV determined as of the close of regular trading on the NYSE each business day and are categorized as Level 1 in the hierarchy.

Dividend income from REIT investments is recorded using management’s estimate of the income included in distributions received from the REIT investments. Distributions received in excess of this estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

Management of the Fund has concluded that there are no significant uncertain tax positions which would require recognition in the financial statements. As of September 30, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2010 forward (with limited exceptions).

Distributions are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

Expenses incurred together by the Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such Fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately used.

In addition to the net operating expenses that a Fund bears directly, the shareholders of the Fund indirectly bear the Fund’s pro-rata expenses of any underlying mutual funds in which the Fund invests.

As compensation for its services to the Fund, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of the Fund: 0.75% of 1st $1 billion; 0.70% $1+ billion through $2 billion and 0.65% $2+ billion.

The subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Duff & Phelps Investment Management Co., an indirect wholly-owned subsidiary of Virtus, is the subadviser to the Fund.

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of the Fund’s shares. VP Distributors has advised the Fund that for the fiscal year (the “period”) ended September 30, 2013, it retained net commissions of $58 for Class A shares and deferred sales charges of $9, $2 and $6 for Class A shares, Class B shares and Class C shares respectively.

In addition, the Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan as a percentage of the daily net assets of each respective class at the annual rates as follows: 0.25% for Class A shares, 1.00% for Class B shares, and 1.00% for Class C shares. Class I shares are not subject to a 12b-1 plan.

Under certain circumstances, shares of certain Virtus Mutual Funds may be exchanged for shares of the same class of certain other Virtus Mutual Funds on the basis of the relative NAV per share at the time of the exchange. On exchanges with share classes that carry a CDSC, the CDSC schedule of the original shares purchased continues to apply.

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations

under the Administration Agreement and Transfer Agency and Service Agreement to Virtus Fund Services, LLC an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC served as the Administrator and Transfer Agent to the Fund. For the period of January 1, 2013 to September 30, 2013 Virtus Fund Services LLC served as Administrator and Transfer Agent to the Fund.

For the period ended September 30, 2013, the Fund incurred administration fees totaling $1,335 which are included in the Statement of Operations.

For the period ended September 30, 2013, the Fund incurred transfer agent fees totaling $3,256 which are included in the Statement of Operations. A portion of these fees was paid to outside entities that also provide services to the Trust.

At September 30, 2013, Virtus and its affiliates, BMO Bankcorp. (a minority investor in Virtus) and its affiliates, and the retirement plans of Virtus and its affiliates, held shares of the Fund which may be redeemed at any time that aggregated the following:

Purchases and sales of securities (excluding U.S. Government and agency securities and short-term securities) during the period ended September 30, 2013, were as follows:

There were no purchases or sales of long-term U.S. Government or agency securities.

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Each Trustee has also entered into an indemnification agreement with the Trust. In addition in the normal course of business, the Fund enters into contracts that provide a variety of indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund and that have not occurred. However, the Fund has not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

At September 30, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:

The Fund utilized $25,358 in losses deferred in prior years against current year capital gains.

For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Fund. As of September 30, 2013, the Fund recorded reclassifications to increase (decrease) the accounts as listed below:

disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Real Estate Securities Fund (the “Fund”) constituting Virtus Opportunities Trust, hereafter referred to as the “Trust”, at September 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trust’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2013 by correspondence with the custodians and brokers, provide a reasonable basis for our opinion.

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations thereunder.

Investment Adviser

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103-4506

Principal Underwriter

VP Distributors, LLC

100 Pearl Street

Hartford, CT 06103-4506

Administrator and Transfer Agent

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodian

JPMorgan Chase Bank NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLC

2001 Market Street

Philadelphia, PA 19103-7042

How to Contact Us

Mutual Fund Services 1-800-243-1574

Adviser Consulting Group 1-800-243-4361

Telephone Orders 1-800-367-5877

Text Telephone 1-800-243-1926

Web site Virtus.com

This report is not authorized for distribution to prospective investors in the Virtus Foreign Opportunities Fund unless preceded or accompanied by an effective prospectus which includes information concerning the sales charge, the Fund’s record and other pertinent information.

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of the Virtus Foreign Opportunities Fund (the “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class C shares; and (2) ongoing costs, including investment advisory fees, distribution and service fees, and other expenses. Class I shares are sold without a sales charge and do not incur distribution and service fees. For further information regarding applicable sales charges, see Note 1 in the Notes to Financial Statements. These examples are intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Represents shares of foreign companies traded in U.S. dollars on U.S. exchanges that are held by a U.S. bank or trust. Foreign companies use ADRs in order to make it easier for Americans to buy their shares.

The Barclays U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis its returns do not reflect any fees, expenses, or sales charges.

The market value of all officially recognized final goods and services produced within a country in a given period.

The MSCI AC World Index (net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged its returns do not reflect any fees, expenses, or sales charges and is not available for direct investment.

A free float-adjusted market capitalization-weighted index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged its returns do not reflect any fees, expenses, or sales charges and is not available for direct investment.

The MSCI Europe Index is a free float-adjusted market capitalization weighted index that measures the equity market performance of the developed markets in Europe. The index is unmanaged its returns do not reflect any fees, expenses, or sales charges and is not available for direct investment.

The S&P 500^® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged its returns do not reflect any fees, expenses, or sales charges and is not available for direct investment.

The Fund is diversified and has an investment objective of long-term capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 7.37%, Class C shares returned 6.56% and Class I shares returned 7.66%. For the same period, the S&P^® 500 Index, a broad-based equity index, returned 19.34% and the MSCI EAFE^® Index (net), the Fund’s style-specific index appropriate for comparison, returned 23.77%.

All performance figures assume reinvestment of distribution and exclude the effect of sales charges. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown.

How did the market perform during the Fund’s fiscal year?

The start of an aggressive quantitative easing program led to a spectacular rise and then fall in the Japanese stock market, accompanied by a falling yen against all the major currencies. Prime Minister Shinzo Abe’s Liberal Democratic Party government announced three sets of initiatives (or “arrows” as they marketed them) that they will use to spur the economy into growth.

In Mexico, the newly elected Institutional Revoluntionary Party government of Enrique Peña Nieto made a strong impact with its ability to draw multi-party support for much needed reforms, including allowing foreign investment into the energy industry, raising Mexico’s low tax collection relative to Gross Domestic Product (“GDP”), and increasing the flexibility of labor laws.

In June, Standard & Poor’s downgraded Brazil’s BBB credit rating outlook to negative from stable on concerns of slow economic growth alongside expansionary fiscal policy.

Greece was lowered by MSCI from developed to emerging market status – the first time MSCI has relegated a developed market country.

Equity markets were strong across most major economies with cyclical stocks and periphery European markets performing well, supported

by coincident market indicators, including stable Chinese economic growth and low interest rates across southern Europe.

U.S. outlook began to improve but turned into a “rate normalization” scare following upbeat Fed comments that tested the structural integrity of a number of emerging markets to currency shock, as money that had streamed away from the U.S. and Europe since the 2008-2009 crisis flooded back.

By fiscal year end, most emerging market currencies that had recovered lost ground and short-term rates were pulling back from the emergency measures used by central banks to keep investors from leaving. Focus shifted to the first U.S. government shutdown since 1996.

After persistent disappointing economic data, the eurozone managed in the second quarter of 2013, its first quarter on quarter growth (0.3%) in seven quarters, although it remained negative (-0.5%) against the second quarter of 2012. This positive bump alongside Angela Merkel’s Christian Democratic Union party winning the German elections is regarded as a positive step towards stability. General comfort was also reflected in the market signals of low interest rates across the European periphery with the Spanish and Italian 10-year sovereign rates both ending the quarter around 4.4%. However, we are not comfortable that a return to sustainable growth is close for the eurozone. While GDP numbers appear stable in aggregate for the eurozone, we see little growth ahead. Serious problems remain in the periphery and exports with a strong currency and slowing China could be challenging for exporters such as Germany.

In the second quarter of 2013, year-over-year GDP in Greece fell 4.6%, Spain 1.6%, Portugal 2%,, and Italy 2%. These declines without a quick solution would not matter so much if there was a transfer of wealth mechanism within Europe as there is in the U.S., but there is not. If a country is running a deficit, it needs to borrow or be forced to undergo fiscal consolidation, which further weakens growth in the short term. In addition, European banks

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 4.

are shrinking their balance sheets (partly because of the need to improve their leverage ratios), which is another headwind to a return to sustained economic growth.

During the second quarter of 2013, China recorded, GDP growth of 7.5%, a slightly slower rate than the previous year, but still a breakneck pace in a global context.

What factors affected the Fund’s performance during its fiscal year?

The Fund’s stock selection in energy, as well as its underweight exposure to the sector, contributed to performance versus the MSCI EAFE^® Index (net) during the fiscal year.

The portfolio’s underweight to utilities was also beneficial to results, as the sector underperformed the overall MSCI EAFE^® Index (net).

Financial names held in the portfolio dragged down performance versus the MSCI EAFE^® Index (net). Our underweight exposure to the sector was also a detractor.

The Fund’s stock selection within materials hurt performance for the year.

Our selection of Hong Kong stocks contributed to relative performance during the period.

The portfolio’s Swiss holdings performed better than those in the MSCI Europe Index (net), contributing to relative performance for the period. Its overweight to the country was also beneficial.

The portfolio’s out-of-index exposure to India detracted from relative results.

The Fund’s underweight to Japanese stocks hurt performance, as the country was one of the top performers in the MSCI EAFE^® Index (net).

Absolute contributors: UBS, Valeant Pharmaceuticals, Core Laboratories, Sands China, and HSBC Holdings

Absolute detractors: Newcrest Mining, Goldcorp, Fresnillo, Housing Development Finance Corp., and HDFC Bank

Relative contributors: UBS, Valeant Pharmaceuticals, Sands China, Core Laboratories, and Royal Dutch Shell

Relative detractors: Newcrest Mining, Housing Development Finance Corp., Goldcorp, HDFC Bank, and Fresnillo

Performance Disclosure

Past performance is not indicative of future results. Any performance results portrayed reflect the reinvestment of dividends and other earnings. Any companies described in this commentary may or may not currently represent a position in our client portfolios. Also, any sector and industry weights described in the commentary may or may not have changed since the writing of this commentary. The information and methodology described in this commentary should not be construed as a recommendation to purchase or sell securities. Please contact a Vontobel representative for more information.

Any projections, forecasts or estimates contained in this commentary are based on a variety of estimates and assumptions. There can be no assurance that the estimates or assumptions made will prove accurate, and actual results may differ materially. The inclusion of projections or forecasts should not be regarded as an indication that Vontobel considers the projections or forecasts to be reliable predictors of future events, and they should not be relied upon as such.

In the event a company described in this commentary is a position in client portfolios, the securities identified and described do not represent all of the securities purchased, sold or recommended. The reader should not assume that an investment in any securities identified was or will be profitable or that investment recommendations or investment decisions we make in the future will be profitable.

For information about how contribution was calculated for any such securities, or to obtain a list showing the contribution of each holding to overall performance, please contact a Vontobel representative.

For information regarding the indexes and certain investment terms, see the Key Investment Terms on page 4.

All returns represent past performance which is no guarantee of future results. Current performance may be higher or lower than the performance shown. The investment return and principal value of an investment will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than their original cost. The above table and graph below do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. Please visit Virtus.com for performance data current to the most recent month-end.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.


	SHARES		VALUE

COMMON STOCKS—93.9%
Consumer Discretionary—7.4%
Barrat Developments plc (United Kingdom)⁽²⁾		3,085,130	$	15,413
Domino’s Pizza plc (United Kingdom)		1,942,280		18,363
Hermes International (France)		41,044		14,776
L’Occitane International SA (Hong Kong)		4,627,301		12,081
Luxottica Group SpA (Italy)		214,691		11,420
Paddy Power plc (Ireland)⁽²⁾		262,019		21,003
Persimmon plc (United Kingdom)		1,169,921		20,569
Sands China Ltd. (Hong Kong)		3,432,549		21,221

				134,846

Consumer Staples—34.1%
Alimentation Couche Tard, Inc. Class B (Canada)		234,737		14,635
British American Tobacco plc (United Kingdom)		1,835,258		97,349
Diageo plc (United Kingdom)		1,564,323		49,763
Hindustan Unilever Ltd. (India)		1,190,693		11,934
ITC Ltd. (India)		9,070,738		49,320
L’Oreal S.A. (France)		165,171		28,367
Lindt & Spruengli AG (Switzerland)		7,682		31,523
Nestle S.A. Registered Shares (Switzerland)		1,066,689		74,604
Pernod-Ricard S.A. (France)		233,453		28,990
Philip Morris International, Inc. (United States)		1,018,945		88,230
SABMiller plc (United Kingdom)		1,052,000		53,537
Unilever N.V. (Netherlands)		1,937,331		75,364


	SHARES		VALUE

Consumer Staples (continued)
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		7,479,895	$	19,578

				623,194

Energy—4.7%
Core Laboratories N.V. (Netherlands)		328,070		55,513
Enbridge, Inc. (Canada)		745,560		31,138

				86,651

Financials—17.9%
Bank of Nova Scotia (Canada)⁽³⁾		490,361		28,087
Daito Trust Construction Co., Ltd. (Japan)⁽³⁾		213,500		21,308
Housing Development Finance Corp. (India)		4,964,566		60,605
Housing Development Finance Corp. Bank Ltd. (India)		4,748,467		44,982
Housing Development Finance Corp. Bank Ltd. ADR (India)		2,898		89
HSBC Holdings plc (United Kingdom)		3,608,515		39,105
Link REIT (The) (Hong Kong)		3,434,809		16,851
Standard Chartered plc (United Kingdom)		1,476,342		35,397
UBS AG Registered Shares (Switzerland)		3,931,552		80,426

				326,850

Health Care—10.4%
Cie Generale D’optique Essilor International SA (France)		253,293		27,242
Covidien plc (Ireland)		438,300		26,710
CSL Ltd. (Australia)		264,302		15,780
Elekta AB (Sweden)		764,964		12,308
Grifols SA (Spain)		342,595		14,067
Novartis AG Registered Shares (Switzerland)		181,415		13,942
Novo Nordisk A/S Class B (Denmark)		314,945		53,470


	SHARES		VALUE

Health Care (continued)
Ramsay Health Care Ltd. (Australia)		642,788	$	21,713
Roche Holding AG (Switzerland)		16,351		4,410

				189,642

Industrials—9.9%
Bureau Veritas SA (France)		1,782,892		56,199
Cheung Kong Infrastructure Holdings Ltd. (Hong Kong)		1,151,783		7,982
DKSH Holding AG (Switzerland)		376,380		32,130
Intertek Group plc (United Kingdom)		47,669		2,551
Rolls-Royce Holdings plc (United Kingdom)		1,738,276		31,293
SGS SA Registered Shares (Switzerland)		21,552		51,452

				181,607

Information Technology—3.5%
Accenture plc Class A (Ireland)		319,142		23,502
Cielo SA (Brazil)		532,883		14,429
SAP AG (Germany)		346,421		25,621

				63,552

Materials—5.3%
Fresnillo plc (United Kingdom)		1,931,123		30,419
Goldcorp, Inc. (Canada)		1,452,332		37,787
Newcrest Mining Ltd. (Australia)		2,027,754		22,133
Silver Wheaton Corp. (Canada)		246,460		6,106

				96,445

Telecommunication Services—0.7%
Advanced Info Service PCL (Thailand)		439,800		3,585


	SHARES		VALUE

Telecommunication Services (continued)
Telekomunikasi Indonesia Persero Tbk PT (Indonesia)		46,848,466	$	8,497

				12,082
TOTAL COMMON STOCKS (Identified Cost $1,380,975)				1,714,869
TOTAL LONG TERM INVESTMENTS—93.9%
(Identified cost $1,380,975)				1,714,869
SHORT-TERM INVESTMENTS—6.4%
Money Market Mutual Funds—6.4%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		116,009,956		116,010
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $116,010)				116,010
SECURITIES LENDING COLLATERAL—1.6%
INVESCO Short-Term Investments Liquid Assets Portfolio (The) Institutional Shares (seven-day effective yield 0.070%)⁽⁴⁾		29,761,877		29,762
TOTAL SECURITIES LENDING COLLATERAL
(Identified Cost $29,762)				29,762
TOTAL INVESTMENTS—101.9% (Identified Cost $1,526,747)				1,860,641	⁽¹⁾
Other assets and liabilities, net—(1.9)%				(34,563	)

NET ASSETS—100.0%			$	1,826,078

Abbreviations:

ADR	American Depositary Receipt

REIT	Real Estate Investment Trust

As of the date of this report, 31 funds are offered for sale, of which the Foreign Opportunities Fund (the “Fund”) is reported in this annual report. The Fund’s investment objective is outlined in the Fund Summary Page.

Class C shares are generally sold with a 1% CDSC, applicable if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

Each Class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board-approved Rule 12b-1 and/or shareholder service plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of the Fund are borne pro rata by the holders of each class of shares.

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

Security valuation procedures for the Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee (“Valuation Committee”) appointed by the Board. The Valuation Committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been

identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the Valuation Committee monthly unless changes occur within the period. The Valuation Committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

The Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

A description of the valuation techniques applied to the Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the Valuation Committee, are generally categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds are valued at their closing NAV determined as of the close of regular trading on the NYSE each business day and are categorized as Level 1 in the hierarchy.

Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of September 30, 2013, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations is from the year 2010 forward (with limited exceptions).

In addition to the net operating expenses that the Fund bears directly, the shareholders of the Fund indirectly bear the Fund’s pro-rata expenses of any underlying mutual funds in which the Fund invests.

The Fund may loan securities to qualified brokers through an agreement with Brown Brothers Harriman (“BBH”), as a third party lending agent. Under the terms of agreement, the Fund is required to maintain collateral with a market value not less than 100% of the market value of loaned securities. Collateral is adjusted daily in connection with changes in the market value of securities on loan. Collateral may consist of cash and securities issued by the U.S. Government or its agencies. Cash collateral is invested in a short-term money market fund. Dividends earned on the collateral and premiums paid by the broker are recorded as income by the Fund net of fees and rebates charged by BBH for its services as securities lending agent and in connection with this securities lending program. Lending portfolio securities involves a risk of delay in the recovery of the loaned securities or in the declining value of the collateral.

At September 30, 2013, the Fund had securities on loan with a market value of $28,314 and cash collateral of $29,762.

As compensation for its services to the Fund, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of the Fund: 0.85% of 1st $2 billion; 0.80% $2+ billion through $4 billion; and 0.75% $4+ billion.

The subadviser manages the investments of the Fund for which it is paid a fee by the Adviser. Vontobel Asset Management, Inc. is the subadviser to the Fund.

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of the Fund’s shares. VP Distributors has advised the Fund that for the fiscal year (the “period”) ended September 30, 2013, it retained net commissions of $116 for Class A shares and deferred sales charges of $5 for Class A shares and $13 for Class C shares.

In addition, the Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan, as a percentage of the average daily net assets of each respective class at the annual rates as follows: Class A shares 0.25% and Class C shares 1.00%. Class I shares are not subject to a 12b-1 plan.

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreement and Transfer Agency and Service Agreement to Virtus Fund Services LLC, an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC, served as the Administrator and Transfer Agent to the Fund. For the period of January 1, 2013 to September 30, 2013 Virtus Fund Services LLC, served as the Administrator and Transfer Agent to the Fund.

For the period ended September 30, 2013, the Fund incurred administration fees totaling $1,465 which are included in the Statement of Operations.

For the period ended September 30, 2013, the Fund incurred transfer agent fees totaling $2,474 which are included in the Statement of Operations. A portion of these fees was paid to outside entities that also provide services to the Trust.

Purchases and sales of securities (excluding U.S. Government and agency securities, and short-term securities) during the period ended September 30, 2013, were as follows:

There were no purchases or sales of long-term U.S. Government and agency securities.

At September 30, 2013, the Fund held securities issued by various companies in the consumer staples sector, representing 33% of the total investments of the Fund.

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. Each Trustee has also entered into an indemnification agreement with the Trust. In addition in the normal course of business, the Fund enters into contracts that provide a variety of indemnifications to other parties. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund and that have not occurred. However, the Fund has not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

At September 30, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:

The Fund has capital loss carryovers available to offset future realized capital gains, through the indicated expiration dates shown below:

The Fund may not realize the benefit of these losses to the extent the Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

The Fund utilized losses of $46,147, deferred in prior years against current year capital gains.

For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. Permanent reclassifications can arise from differing treatment of certain income and gain transactions, nondeductible current year net operating losses, expiring capital loss carryovers and investments in passive foreign investment companies. The reclassifications have no impact on the net assets or net asset value of the Fund. As of September 30, 2013, the Fund recorded reclassifications to increase (decrease) the accounts as listed below:

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

In our opinion, the accompanying statement of assets and liabilities, including the schedule of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Foreign Opportunities Fund (the “Fund”) constituting Virtus Opportunities Trust, hereafter referred to as the “Trust”, at September 30, 2013, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Trust’s management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2013 by correspondence with the custodians and brokers, provide a reasonable basis for our opinion.

For the fiscal year ended September 30, 2013, the Fund recognized $32,753 ($ reported in thousands), of foreign source income on which the Fund paid foreign taxes of $1,611 ($ reported in thousands). This information is being furnished to you pursuant to notice requirements of Section 853(a) and 855(d) of the Internal Revenue Code, as amended, and the Treasury Regulations thereunder.

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations thereunder.

Investment Adviser

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103-4506

Principal Underwriter

VP Distributors, LLC

100 Pearl Street

Hartford, CT 06103-4506

Administrator and Transfer Agent

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodian

JPMorgan Chase Bank, NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLC

2001 Market Street

Philadelphia, PA 19103-7042

How to Contact Us

Mutual Fund Services 1-800-243-1574

Adviser Consulting Group 1-800-243-4361

Telephone Orders 1-800-367-5877

Text Telephone 1-800-243-1926

Web site Virtus.com

The subadvisers vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Board of Trustees (“Trustees” or the “Board”) of the Trust. You may obtain a description of these procedures, along with information regarding how the Funds voted proxies during the most recent 12-month period ended June 30, free of charge, by calling toll-free 1-800-243-1574. This information is also available through the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.

The Trust files a complete schedule of portfolio holdings for each Fund with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SEC’s website at http://www.sec.gov. Form N-Q may be reviewed and copied at the SEC’s Public Reference Room. Information on the operation of the SEC’s Public Reference Room can be obtained by calling toll-free 1-800-SEC-0330.

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of a Virtus Opportunities Trust fund (each, a “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares, and (2) ongoing costs, including investment advisory fees, distribution and service fees; and other expenses. Class I shares are sold without a sales charge and do not incur distribution and service fees. For further information regarding applicable sales charges, see Note 1 in the Notes to Financial Statements. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

The first section of the accompanying table provides information about actual account values and actual expenses. You may use the information in this section, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first section under the heading “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.

Represents shares of foreign companies traded in U.S. dollars on U.S. exchanges that are held by a bank or a trust. Foreign companies use ADRs in order to make it easier for Americans to buy their shares.

The composite index allocation is 100% S&P 500^® Index. Prior to September 29, 2009, the composite index consisted of 80% S&P 500^® Index and 20% Barclays Capital U.S. Aggregate Bond Index.

The Alternatives Diversifier composite index consists of: Diversified Trends Index (15%), UBS Global Investors (Real Estate) Index (20%), Global Infrastructure, represented by the MSCI World Infrastructure Sector Capped Index (since 9/1/2008) (15%), S&P North American Natural Resources Sector Index (10%), Deutsche Bank Liquid Commodity Index (15%), Deutsche Bank G10 Currency Harvest Index (15%), and Credit Suisse Leveraged Loan Index (10%). From 9/1/2008 to 3/1/2012 the composite consisted of HFRX Equity Market Neutral Index (20%), UBS Global Investors (Real Estate) Index (20%), Global Infrastructure, represented by the MSCI World Infrastructure Sector Capped Index (since 9/1/2008) (15%), S&P North American Natural Resources Sector Index (10%), Deutsche Bank Liquid Commodity Index (15%), Deutsche Bank G10 Currency Harvest Index (10%) and Credit Suisse Leveraged Loan Index (10%). Prior to 9/1/2008, the Global Infrastructure component was represented by a mix of MSCI US Utilities Index (65%), MSCI World Telecom Services Index (20%) and MSCI World ex US Utilities Index (15%).

The Barclays Capital U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis.

The Barclays U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis.

The Dow Jones Global Moderate Portfolio Index is a benchmark that takes 60% of the risk of the global securities market. It is a total returns index that is a time-varying weighted average of stocks, bonds, and cash. The Index is the efficient allocation of stocks, bonds, and cash in a portfolio with 60% of the risk of the Dow Jones Aggressive Portfolio Index. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged and not available for direct investment.

The Dynamic AlphaSector^™ Linked Benchmark consists of the S&P 500^® Index, a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. Performance of the Dynamic AlphaSector^™ Linked Benchmark prior to 2/6/2012 is that of the Citigroup 90-Day Treasury Bill Index. The index is unmanaged and not available for direct investment.

A mutual fund that invests in the shares of other open-end mutual funds according to an established asset allocation model, resulting in a diversified portfolio of asset classes and investment strategies appropriate for pursuit of the overall investment objective.

Ownership of a security, giving the investor the right to transfer ownership to someone else, the right to receive income paid by the security, and the right to any profits or losses as the security’s value changes.

A company that constructs a variety of indices covering many different asset classes, countries and regions.

The MSCI AC World Index (Net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged and not available for direct investment.

The MSCI World Index (net) is a free float-adjusted market capitalization-weighted index that measures developed global market equity performance. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

ASRP is composed of the nine Select Sector SPDR^® exchange traded funds (“ETFs”) which represent the primary sectors of the S&P 500^® Index plus an ETF representing short-term U.S. Treasuries.

A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties.

The S&P 500^® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested.

Stock shares that an investor has sold without actually owning (by borrowing the certificates from a broker) in anticipation of a decline in the stock value by a certain date. If the price falls, the investor buys the shares at the lower rate and makes a profit on the difference. It the price rises, the investor must buy at the higher price and sustains a loss.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect any fees, expenses, or sales charges associated with active management of an actual portfolio.

The Fund is diversified and has an investment objective of capital appreciation. In pursuing this objective, the Fund maintains an emphasis on preservation of capital.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 6.39%, Class C shares returned 5.71%, and Class I shares returned 6.70%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%. Dow Jones Global Moderate Portfolio Index^SM, the Fund’s style-specific index appropriate for comparison, returned 11.47%.

How did the market perform during the Fund’s fiscal period?

The Fund is a global balanced portfolio with four component “sleeves”: U.S. equity, international, fixed income, and real assets (focused on gold and real estate).

In the year ending September 30, 2013, both the U.S. and international markets performed strongly. As noted above, the S&P 500 rose 19.3% and the MSCI All Country World Index ex U.S., a recognized benchmark for world markets outside the U.S., rose by 17.7%.

Fixed income markets, as measured by the Barclays Capital U.S. Aggregate Bond Index, declined by 1.7% in the period.

The “real asset” category of gold and real estate, represented by a custom benchmark mix of 50/50 in each asset class, declined by 11.2%.

What factors affected the Fund’s performance during its fiscal year?

The Fund seeks to provide risk controls for down markets and participation in rising markets. A key feature of the Fund is that each

of the four asset class “sleeves” – U.S. equities, international equities, fixed income, and alternatives (real assets) – can move independently to address risk if the quantitative model that drives the Fund projects a risk of loss.

In bear market conditions, the risk controls are intended to help the Fund outperform the benchmark Dow Jones Global Moderate Portfolio Index. In very strong bull markets, the Fund may be expected to lag the benchmark to a moderate degree. The quantitative model will in some circumstances forego an extreme “up market” period if it is accompanied by a projection of risk. This philosophy, of seeking market participation but emphasizing risk controls first and foremost, is the key to performance expectations.

In its U.S. equity component, the Fund delivered on its mission of active participation in a positive market environment, and returns were roughly in line with the rising market.

The focus of the Fund’s strategy on risk management caused the international component of the portfolio to be partially defensively positioned, including some use of a cash alternative. As a result, reduced exposure to international equities caused the Fund to lag the benchmark.

In its fixed income component, the Fund became more risk-focused and defensive in the period, as bond markets began to show weakness. The defensive positioning was beneficial for much of the period, but caused some underperformance to the benchmark in the third quarter.

The alternatives (real assets) sleeve was defensively positioned for much of the period, avoiding risk in these investments. Based on a positive outlook for U.S. equities, the Fund reallocated from gold and real estate to U.S. equities, which reduced risk and improved results.

Overall, the Fund delivered strong participation in U.S. equities and maintained a more

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 5.

defensive stance in the other three asset class “sleeves” in the portfolio. As a result, during the one-year period, the Fund underperformed the benchmark Dow Jones Global Moderate Portfolio Index.

There is no guarantee that the Fund will meet its objective.

A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund. Debt securities are subject to various risks, the most prominent of which are credit and interest rate risk. The issuer of a security may fail to make payments in a timely manner. Values of debt securities may rise and fall in response to changes in interest rates. This risk may be

enhanced with longer term maturities. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. The value of an ETF may be more volatile than the underlying portfolio of securities the ETF is designed to track. The costs of owning the ETF may exceed the cost of investing directly in the underlying securities. U.S. government securities may be subject to price fluctuations. An agency may default on an obligation not backed by the United States. Any guarantee on U.S. government securities does not apply to the value of the fund’s shares. There is a greater level of credit risk and price volatility involved with high yield securities than investment grade securities. The Fund’s exposure to different asset classes may not be optimal for

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 5.

Fund Expense Ratios⁶: A Shares: Gross and Net 2.02%; C Shares: Gross and Net 2.75%; I Shares: Gross and Net 1.77%.

This chart assumes an initial investment of $10,000 made on March 15, 2011 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

The Fund is diversified and has an investment objective of long-term capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 19.63%, Class C shares returned 18.80%, and Class I shares returned 19.92%. For the same period, the S&P 500^® Index, a broad-based equity index, and the AlphaSector^™ Rotation Fund Composite Linked Index, the Fund’s style-specific benchmark appropriate for comparison, each returned 19.34%.

How did the market perform during the Fund’s fiscal period?

For the year ending September 30, 2013, the U.S. equity markets performed strongly. As noted above, the S&P 500 rose 19.3%.

U.S. equity market performance varied by quarter across the period: The final quarter of 2012 saw a decline of 0.4% in the S&P 500. The first quarter of 2013 was very strong, with the benchmark up 10.6%. The second and third quarters of 2013 were more moderate, with increases of 2.9% and 5.2% respectively.

Viewing the U.S. equity markets by sector, the overall picture is positive. In the fiscal period, the consumer discretionary, financials, healthcare, and industrials sectors outperformed the broader S&P 500 benchmark. Consumer staples, energy, utilities, and tech & telecom were below the S&P 500, but positive overall.

What factors affected the Fund’s performance during its fiscal year?

The Virtus AlphaSector Rotation Fund is designed to track the Rotation AlphaSector Index (ASRX). The Index’s objective is to provide participation in normal, rising markets and risk controls for negative markets.

The Fund performed as designed in the period: the U.S. equity market was positive, and the Fund was invested in U.S. equities throughout the period.

Over the course of the Fund’s fiscal year ending September 30, 2013, the Fund outperformed the S&P 500 and was roughly in line with its quarterly returns during the period.

The quantitative model driving the Fund does an independent assessment of each of the nine equity sectors described above. During the period, individual sectors turned “on” or “off” but the portfolio as a whole remained 100% invested in U.S. equities. There were no periods in which extreme or widespread risk caused the Index to take a position in a cash equivalent.

The net result for the period is that the Fund delivered on expectations, providing participation in rising U.S. equity markets.

There is no guarantee that the Fund will meet its objective.

A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund. The value of an ETF may be more volatile than the underlying portfolio of securities the ETF is designed to track. The costs of owning the ETF may exceed the cost of investing directly in the underlying securities. U.S. government securities may be subject to price fluctuations. An agency may default on an obligation not backed by the United States. Any guarantee on U.S. government securities does not apply to the value of the Fund’s shares. The Fund’s

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 5.

This chart assumes an initial investment of $10,000 made on September 1, 2003 (inception date of the Fund), for Class A and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

The Fund is diversified and has an investment objective of long-term capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 0.73%, Class C shares returned -0.05%, and Class I shares returned 1.00%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the Alternatives Diversifier Composite Index, the Fund’s style-specific index appropriate for comparison, returned 3.80%.

How did the market perform during the Fund’s fiscal year?

The U.S. stock market experienced a generally strong period over the course of the Fund’s fiscal year. With the exception of the broad sell-off in October/November 2012, the U.S. equity market remains in a strong up-trend.

Conversely, bonds, and specifically U.S. Treasuries, have had a very difficult run since late spring 2013. As economic data has improved at the margin, bond yields rose, driving prices lower for most high grade issues.

Many areas in which the Fund invests were affected by the higher interest rates, especially REIT holdings, which did generate a positive return, albeit below the broad market.

International stock markets did not fare as well, and the volatility in emerging market stocks and concerns over Chinese economic growth also had a negative impact on commodity prices.

What factors affected the Fund’s performance during its fiscal year?

The Fund has several investments tied to commodity prices and natural resource issues. By design, these elements are included in the

mix of assets as they tend to correlate much lower to stocks and bonds, and by definition diversify the investment mix. These areas struggled during the Fund’s fiscal year, negatively affecting performance.

Furthermore, while the Fund’s exposure to floating rate securities, REITs, and global infrastructure all helped performance, none of these holdings was able to keep up with the remarkable strength of the S&P 500 Index.

However, the Fund is meant as a diversification vehicle, and compared to many bond funds, it did outperform.

Investors clearly decided that 2013, at least through fiscal year-end, is the year to own stocks, and many of the investments within the Fund were at a performance disadvantage in this environment.

There is no guarantee that the Fund will meet its objective.

A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. The Fund may be negatively affected by factors specific to the real estate market, including interest rate, leverage, property, and management. Investments in derivatives such as futures, options, forwards, and swaps may increase volatility or cause a loss greater than the principal investment. Events negatively affecting a particular commodity in which the Fund focuses its investments may cause the value of the Fund’s

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 5.

This chart assumes an initial investment of $10,000 made on November 30, 2005 (inception date of the Fund), for Class A and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

The Fund is diversified and has an investment objective of long-term capital appreciation while maintaining minimal portfolio exposure to general equity market risk.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 19.32%, Class B shares returned 18.40%, Class C shares returned 18.48%, and Class I shares returned 19.67%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the Dynamic AlphaSector^™ Fund Linked Benchmark Index, which is the Fund’s style-specific index appropriate for comparison, returned 19.34%.

How did the market perform during the Fund’s fiscal period?

In the year ending September 30, 2013, the U.S. equity markets performed strongly. As noted above, the S&P 500 rose 19.3%.

U.S. equity market performance varied by quarter across the period. The final quarter of 2012 saw a decline of 0.4% in the S&P 500, while the first quarter of 2013 was very strong, with the benchmark up 10.6%. The second and third quarters of 2013 were more moderate, with increases of 2.9% and 5.2% respectively.

Broadly speaking, in the year-to-date 2013 period, U.S. equity markets experienced a general rise in performance, and volatility remained under control.

What factors affected the Fund’s performance during its fiscal year?

The Virtus Dynamic AlphaSector Fund tracks the Dynamic AlphaSector Index, which can employ both leverage and take short positions. Performance is discussed below on a quarter-by-quarter basis.

The Fund entered the fourth quarter of 2012 in its most bullish position, using leverage to reach a 130% equity exposure at the time of rebalancing. As the quarter progressed, market trends changed, and a number of sectors were transitioned to short positions during the middle period of the quarter. By the end of the fourth quarter of 2012, more positive volatility indications moved all but one of the nine equity sectors back to a long position.

By assuming a more bullish stance as the first quarter of 2013 began, the Fund was well positioned for the stronger market and outperformed the S&P 500, benefiting from its leveraged stance.

In the second quarter, market gains were much less robust than in the first quarter. The S&P 500 gained 2.9% in the 90-day period, while the Fund slightly trailed.

During the third quarter of 2013, the S&P 500 rose by 5.2%, and was surpassed by the Fund. Over the quarter, the Fund managed its long exposure and leverage in a timely fashion, adding measurably to performance.

For the 12-month reporting period, the Fund’s performance was closely in line with the benchmark, albeit just slightly behind. Overall, the Fund delivered strong absolute returns by actively managing its exposure to the U.S. equity markets using both leverage and shorting as designed.

There is no guarantee that the Fund will meet its objective.

A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 5.



Asset Allocation – Long

The following table presents asset allocations within certain sectors as a percentage of total long investments as of September 30, 2013.
Consumer Discretionary	15	%
Industrials	15
Energy	14
Financials	14
Health Care	14
Information Technology	14
Materials	14

Total	100	%



Asset Allocation – Short

The following table presents asset allocations within certain sectors as a percentage of total short investments as of September 30, 2013.
Utilities	51	%
Consumer Staples	49

Total	100	%

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 5.

Fund Expense Ratios⁶: A Shares: 3.40%; B Shares: 4.15%; C Shares: 4.15%; I Shares: 3.15%.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

The Fund is diversified and has an investment objective of capital appreciation. In pursuing this objective, the Fund maintains an emphasis on preservation of capital.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 12.32%, Class C shares returned 11.52%, and Class I shares returned 12.59%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%. MSCI World^® Index (net), the Fund’s style-specific index appropriate for comparison, returned 20.21%.

How did the market perform during the Funds’ fiscal period?

The Fund is a global equity portfolio with two component asset class “sleeves”: U.S. equity and international equity.

In the year ending September 30, 2013, both the U.S. and international equity markets performed strongly. As noted above, the S&P 500 rose 19.3%, and the MSCI All Country World Index ex U.S., a recognized benchmark for world markets outside the U.S., rose by 17.7%.

What factors affected the Fund’s performance during its fiscal year?

The Virtus Global Premium AlphaSector Fund seeks to provide risk controls for down markets and participation in rising markets. A key feature of the Fund is that each of the two asset class “sleeves” – U.S. equities and international equities – can move independently to address risk, if the quantitative model that drives the Fund projects a risk of loss.

In bear market conditions, the risk controls are intended to help the Fund outperform the benchmark MSCI All Country World Index

ex-U.S. In very strong bull markets, the Fund may be expected to lag the benchmark to a moderate degree. The quantitative model will in some circumstances forego participating in an extreme “up market” period if it is accompanied by a projection of risk.

In the U.S. equity component of the portfolio, the Fund delivered on its mission of providing participation in a positive market environment. The U.S. equity sleeve was 100% invested during the period, while making limited sector-by-sector adjustments. Returns in the Fund’s U.S. equity portion were roughly in line with the rising U.S. equity market.

The Fund’s focus on risk management caused the international component of the portfolio to be partially defensively positioned, including some use of a cash alternative. Reduced exposure to international equities caused the Fund to lag the benchmark.

The positioning and performance of the international component reflect the Fund’s primary goal of focusing on risk controls. Overall, the Fund participated in U.S. equity markets, while maintaining a more defensive stance in international equities, leading to a moderate underperformance to the benchmark but in keeping with the stated goals of the Fund’s strategy to mitigate volatility.

There is no guarantee that the Fund will meet its objective.

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 5.

Fund Expense Ratios⁶: A Shares: Gross 2.05%, Net 2.03%; C Shares: Gross 2.77%, Net 2.75%; I Shares: Gross 1.80%, Net 1.78%.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

The Fund is diversified and has an investment objective of long-term capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 16.50%, Class C shares returned 15.55%, and Class I shares returned 16.75%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%.

How did the market perform during the Fund’s fiscal period?

In the year ending September 30, 2013, U.S. equity markets performed strongly. As noted above, the S&P 500 rose 19.3%.

The performance of the U.S. equity market varied by quarter. The fourth quarter of 2012 saw a decline of 0.4% in the S&P 500, while the first quarter of 2013 was very strong, with the benchmark up 10.6%. The second and third quarters of 2013 were more moderate, with increases of 2.9% and 5.2% respectively.

Viewing the U.S. equity markets by sector, the overall picture was positive. In the fiscal period, the consumer discretionary, financials, healthcare, and industrials sectors outperformed the broader S&P 500 benchmark. Consumer staples, energy, utilities, and tech & telecom were below the S&P 500, but positive overall.

What factors affected the Fund’s performance during its fiscal year?

The Fund is designed to track the Premium AlphaSector Index. The Index’s objective is to provide risk controls for declining markets and participation in rising markets.

In bear market conditions, the risk controls are intended to help the Fund outperform the benchmark S&P 500 Index. In strong bull

markets, the Fund may be expected to lag the benchmark to a moderate degree.

During the fiscal year, the Fund performed as expected. The U.S. equity market was positive, and the Fund was invested in U.S. equities throughout the period. The Fund’s performance was roughly in line with the returns of the benchmark S&P 500 Index for each quarter. The Fund’s moderate underperformance versus the S&P 500 during this limited time period is in line with expectations for the strategy.

The quantitative model that drives the Fund does an independent assessment of each of the nine equity sectors described above. During the period, individual sectors in the portfolio were turned “on” or “off,” but the Fund as a whole remained 100% invested in U.S. equities. There were no periods in which extreme or widespread risk caused the Fund to take a position in a cash equivalent.

The net result for the period is that the Fund delivered on expectations, providing participation in rising U.S. equity markets.

There is no guarantee that the Fund will meet its objective.

The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund. The value of an ETF may be more volatile than the underlying portfolio of securities the ETF is designed to track.

For information regarding the indexes and certain investment terms, see Key Investment Terms starting on page 5.

Fund Expense Ratios⁶: A Shares: Gross and Net 1.63%; C Shares: Gross and Net 2.38%; I Shares: Gross and Net 1.38%.

This chart assumes an initial investment of $10,000 made on July 1, 2010 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—85.2%
Consumer Discretionary Select Sector SPDR Fund		508,220	$	30,813
Energy Select Sector SPDR Fund		359,660		29,809
Financial Select Sector SPDR Fund		1,507,570		30,031
Health Care Select Sector SPDR Fund		594,780		30,078
Industrial Select Sector SPDR Fund		665,000		30,836
iShares Dow Jones U.S. Real Estate Index Fund		442,860		28,237
iShares iBoxx $ High Yield Corporate Bond Fund		471,270		43,150
iShares iBoxx Investment Grade Corporate Bond Fund		385,260		43,735
iShares MSCI Canada Index Fund		561,790		15,904
iShares MSCI Emerging Markets Index Fund		1,167,040		47,580
iShares MSCI Japan Index Fund		1,569,620		18,694
Ishares MSCI Pacific Ex-Japan Index Fund		331,730		15,807
Materials Select Sector SPDR Fund		726,210		30,501
SPDR S&P 500^® ETF Trust Series 1		169,750		28,535
Technology Select Sector SPDR Fund		939,310		30,086
Vanguard FTSE Europe ETF		963,200		52,503
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $464,524)				506,299
TOTAL LONG TERM INVESTMENTS—85.2%
(Identified Cost $464,524)				506,299


	SHARES		VALUE
SHORT-TERM INVESTMENTS—14.5%
Money Market Mutual Funds—14.5%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		86,002,174	$	86,002
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $86,002)				86,002
TOTAL INVESTMENTS—99.7% (Identified Cost $550,526)				592,301	⁽¹⁾
Other assets and liabilities, net—0.3%				1,839

NET ASSETS—100.0%			$	594,140


Abbreviations:
ETF		Exchange-Traded Fund
SPDR		S&P Depositary Receipt

FOOTNOTE LEGEND:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013		Level 1 Quoted Prices
Equity Securities:
Exchange-Traded Funds	$	506,299	$	506,299
Short-Term Investments		86,002		86,002

Total Investments	$	592,301	$	592,301

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.


	SHARES		VALUE

COMMON STOCKS—85.4%
Consumer Discretionary—14.4%
Abercrombie & Fitch Co. Class A		3,720	$	132
Amazon.com, Inc.⁽²⁾		18,480		5,778
AutoNation, Inc.⁽²⁾		3,140		164
AutoZone, Inc.⁽²⁾		1,770		748
Bed Bath & Beyond, Inc.⁽²⁾		10,840		839
Best Buy Co., Inc.		13,390		502
BorgWarner, Inc.		5,740		582
Cablevision Systems Corp. Class A		10,860		183
CarMax, Inc.⁽²⁾		11,160		541
Carnival Corp.		21,870		714
CBS Corp. Class B		28,100		1,550
Chipotle Mexican Grill, Inc.⁽²⁾		1,530		656
Coach, Inc.		14,140		771
Comcast Corp. Class A		130,440		5,889
Darden Restaurants, Inc.		6,430		298
Delphi Automotive plc		14,150		827
DIRECTV Class A⁽²⁾		25,530		1,525
Discovery Communications, Inc. Class A⁽²⁾		11,490		970
Dollar General Corp.⁽²⁾		14,920		842
Dollar Tree, Inc.⁽²⁾		11,230		642
Expedia, Inc.		5,360		278
Family Dollar Stores, Inc.		4,800		346
Ford Motor Co.		196,470		3,314
Fossil Group, Inc.⁽²⁾		2,530		294
GameStop Corp. Class A		5,840		290
Gannett Co., Inc.		11,590		311
Gap, Inc. (The)		13,860		558
Garmin Ltd.⁽³⁾		6,140		277
General Motors Co.⁽²⁾		47,070		1,693
Genuine Parts Co.		7,730		625
Goodyear Tire & Rubber Co. (The)⁽²⁾		12,250		275
H&R Block, Inc.		13,820		368
Harley-Davidson, Inc.		11,160		717
Harman International Industries, Inc.		3,400		225
Hasbro, Inc.		5,780		272
Home Depot, Inc. (The)		71,440		5,419
Horton (D.R.), Inc.		14,410		280
Host Hotels & Resorts, Inc.		28,160		498
International Game Technology		12,960		245
Interpublic Group of Cos., Inc. (The)		21,290		366


	SHARES		VALUE

Consumer Discretionary (continued)
J.C. Penney Co., Inc.⁽²⁾⁽³⁾		15,190	$	134
Johnson Controls, Inc.		34,280		1,423
Kohl’s Corp.		10,210		528
L Brands, Inc.		12,140		742
Leggett & Platt, Inc.		7,020		212
Lennar Corp. Class A		8,290		293
Lowe’s Cos., Inc.		52,600		2,504
Macy’s, Inc.		18,830		815
Marriott International, Inc.		11,260		474
Mattel, Inc.		17,230		721
McDonald’s Corp.		49,860		4,797
Netflix, Inc.⁽²⁾		2,950		912
Newell Rubbermaid, Inc.		14,290		393
News Corp.⁽²⁾		24,622		395
NIKE, Inc. Class B		37,330		2,712
Nordstrom, Inc.		7,270		409
O’Reilly Automotive, Inc.⁽²⁾		5,410		690
Omnicom Group, Inc.		12,830		814
PetSmart, Inc.		5,140		392
Phillips-Van Heusen Corp.		4,090		485
priceline.com, Inc.⁽²⁾		2,570		2,598
PulteGroup, Inc.		17,450		288
Ralph Lauren Corp.		3,050		502
Ross Stores, Inc.		10,810		787
Scripps Networks Interactive, Inc. Class A		5,450		426
Staples, Inc.		32,940		483
Starbucks Corp.		37,520		2,888
Starwood Hotels & Resorts Worldwide, Inc.		9,770		649
Target Corp.		31,510		2,016
Tiffany & Co.		5,540		424
Time Warner Cable, Inc.		14,290		1,595
Time Warner, Inc.		45,920		3,022
TJX Cos., Inc.		35,710		2,014
TripAdvisor, Inc.⁽²⁾		5,570		422
Twenty-First Century Fox, Inc.		99,050		3,318
Urban Outfitters, Inc.⁽²⁾		5,500		202
VF Corp.		4,420		880
Viacom, Inc. Class B		21,700		1,814
Walt Disney Co. (The)		82,850		5,343
Washington Post Co. (The) Class B		190		116
Whirlpool Corp.		3,950		578
Wyndham Worldwide Corp.		6,620		404
Wynn Resorts Ltd.		4,060		642
Yum! Brands, Inc.		22,260		1,589

				93,649


	SHARES		VALUE

Energy—14.2%
Anadarko Petroleum Corp.		32,910	$	3,060
Apache Corp.		26,170		2,228
Baker Hughes, Inc.		32,960		1,618
Cabot Oil & Gas Corp.		51,320		1,915
Cameron International Corp.⁽²⁾		22,250		1,299
Chesapeake Energy Corp.		37,850		980
Chevron Corp.		110,850		13,468
ConocoPhillips		50,760		3,528
CONSOL Energy, Inc.		20,500		690
Denbury Resources, Inc.⁽²⁾		41,960		772
Devon Energy Corp.		24,680		1,425
Diamond Offshore Drilling, Inc.		6,460		403
Ensco plc Class A		13,130		706
EOG Resources, Inc.		18,650		3,157
EQT Corp.		8,470		751
Exxon Mobil Corp.		166,930		14,363
FMC Technologies, Inc.⁽²⁾		23,850		1,322
Halliburton Co.		56,850		2,737
Helmerich & Payne, Inc.		5,970		412
Hess Corp.		20,200		1,562
Kinder Morgan, Inc.		37,900		1,348
Marathon Oil Corp.		46,690		1,629
Marathon Petroleum Corp.		17,560		1,129
Murphy Oil Corp.		13,360		806
Nabors Industries Ltd.		26,970		433
National Oilwell Varco, Inc.		30,480		2,381
Newfield Exploration Co.⁽²⁾		7,740		212
Noble Corp.		14,270		539
Noble Energy, Inc.		27,520		1,844
Occidental Petroleum Corp.		39,510		3,696
Peabody Energy Corp.		22,300		385
Phillips 66		34,400		1,989
Pioneer Natural Resources Co.		17,650		3,332
QEP Resources, Inc.		9,980		276
Range Resources Corp.		14,450		1,097
Rowan Cos. plc Class A⁽²⁾		18,820		691
Schlumberger Ltd.		77,590		6,856
Southwestern Energy Co.⁽²⁾		25,200		917
Spectra Energy Corp.		50,530		1,730
Tesoro Corp.		23,800		1,047
Valero Energy Corp.		42,430		1,449
Williams Cos., Inc. (The)		54,050		1,965
WPX Energy, Inc.⁽²⁾		11,480		221

				92,368


	SHARES		VALUE

Financials—14.0%
ACE Ltd.		12,790	$	1,197
Aflac, Inc.		17,460		1,082
Allstate Corp. (The)		17,370		878
American Express Co.		34,850		2,632
American International Group, Inc.		55,340		2,691
American Tower Corp.		14,860		1,102
Ameriprise Financial, Inc.		7,460		679
AON plc		11,590		863
Apartment Investment & Management Co. Class A		5,550		155
Assurant, Inc.		2,860		155
AvalonBay Communities, Inc.		4,530		576
Bank of America Corp.		403,010		5,562
Bank of New York Mellon Corp. (The)		43,150		1,303
BB&T Corp.		26,550		896
Berkshire Hathaway, Inc. Class B⁽²⁾		67,540		7,666
BlackRock, Inc.		4,710		1,275
Boston Properties, Inc.		5,730		613
Capital One Financial Corp.		21,970		1,510
CBRE Group, Inc.⁽²⁾		10,240		237
Charles Schwab Corp. (The)		43,400		917
Chubb Corp. (The)		9,630		860
Cincinnati Financial Corp.		5,460		258
Citigroup, Inc.		114,110		5,535
CME Group, Inc.		11,810		873
Comerica, Inc.		6,980		274
Discover Financial Services		18,240		922
E*Trade Financial Corp.⁽²⁾		11,010		182
Equity Residential		12,510		670
Fifth Third Bancorp		33,080		597
Franklin Resources, Inc.		15,200		768
Genworth Financial, Inc. Class A⁽²⁾		18,730		240
Goldman Sachs Group, Inc. (The)		15,650		2,476
Hartford Financial Services Group, Inc. (The)		16,940		527
HCP, Inc.		17,060		699
Health Care REIT, Inc.		10,770		672
Hudson City Bancorp, Inc.		17,370		157
Huntington Bancshares, Inc.		31,100		257
IntercontinentalExchange, Inc.⁽²⁾		2,740		497
Invesco Ltd.		16,530		527


	SHARES		VALUE

Financials (continued)
JPMorgan Chase & Co.		141,290	$	7,303
KeyCorp		34,550		394
Kimco Realty Corp.		15,400		311
Legg Mason, Inc.		4,040		135
Leucadia National Corp.		11,860		323
Lincoln National Corp.		9,830		413
Loews Corp.		11,480		537
M&T Bank Corp.		4,900		548
Macerich Co. (The)		5,270		297
Marsh & McLennan Cos., Inc.		20,530		894
McGraw-Hill Cos., Inc. (The)		10,280		674
MetLife, Inc.		42,060		1,975
Moody’s Corp.		7,290		513
Morgan Stanley		52,150		1,405
NASDAQ OMX Group, Inc. (The)		4,280		137
Northern Trust Corp.		8,490		462
NYSE Euronext, Inc.		9,210		387
People’s United Financial, Inc.		12,170		175
Plum Creek Timber Co., Inc.		6,050		283
PNC Financial Services Group, Inc.		19,930		1,444
Principal Financial Group, Inc.		10,220		438
Progressive Corp. (The)		20,680		563
Prologis, Inc.		18,660		702
Prudential Financial, Inc.		17,450		1,361
Public Storage		5,430		872
Regions Financial Corp.		51,910		481
Simon Property Group, Inc.		11,620		1,722
SLM Corp.		16,530		412
State Street Corp.		16,700		1,098
SunTrust Banks, Inc.		20,340		659
T. Rowe Price Group, Inc.		9,820		706
Torchmark Corp.		3,430		248
Travelers Cos., Inc. (The)		14,000		1,187
U.S. Bancorp		69,120		2,528
Unum Group		9,930		302
Ventas, Inc.		11,030		678
Vornado Realty Trust		6,500		546
Wells Fargo & Co.		181,370		7,494
Weyerhaeuser Co.		22,010		630
XL Group plc		10,700		330
Zions Bancorp		6,980		191

				90,738


	SHARES		VALUE

Industrials—14.4%
3M Co.		36,870	$	4,403
ADT Corp. (The)		10,980		446
Ametek, Inc.		13,590		625
Avery Dennison Corp.		17,200		749
Boeing Co. (The)		40,110		4,713
Caterpillar, Inc.		37,570		3,132
Cintas Corp.		6,790		348
CSX Corp.		67,950		1,749
Cummins, Inc.		17,780		2,362
Danaher Corp.		37,270		2,584
Deere & Co.		23,700		1,929
Delta Air Lines, Inc.		47,350		1,117
Dover Corp.		11,450		1,029
Dun & Bradstreet Corp.		2,160		224
Eaton Corp. plc		32,080		2,208
Emerson Electric Co.		41,860		2,708
Equifax, Inc.		9,170		549
Expeditors International of Washington, Inc.		11,330		499
Fastenal Co.		15,210		764
FedEx Corp.		17,650		2,014
Flowserve Corp.		7,770		485
Fluor Corp.		13,150		933
General Dynamics Corp.		20,050		1,755
General Electric Co.		417,490		9,974
Grainger (W.W.), Inc.		4,470		1,170
Honeywell International, Inc.		45,850		3,807
Illinois Tool Works, Inc.		24,280		1,852
Ingersoll-Rand plc		14,960		972
Iron Mountain, Inc.		9,400		254
Jacobs Engineering Group, Inc.⁽²⁾		7,250		422
Joy Global, Inc.		5,960		304
Kansas City Southern		6,080		665
L-3 Communications Holdings, Inc.		5,010		473
Lockheed Martin Corp.		15,810		2,017
Masco Corp.		21,920		466
Nielsen Holdings NV		11,790		430
Norfolk Southern Corp.		20,240		1,566
Northrop Grumman Corp.		13,780		1,313
PACCAR, Inc.		22,790		1,269
Pall Corp.		9,110		702
Parker Hannifin Corp.		10,440		1,135
PentAir, Inc.		11,090		720
Pitney Bowes, Inc.⁽³⁾		12,940		235
Precision Castparts Corp.		8,070		1,834
Quanta Services, Inc.⁽²⁾		11,860		326


	SHARES		VALUE

Industrials (continued)
Raytheon Co.		19,540	$	1,506
Republic Services, Inc.		15,110		504
Robert Half International, Inc.		10,910		426
Robinson (C.H.) Worldwide, Inc.		8,810		525
Rockwell Automation, Inc.		9,970		1,066
Rockwell Collins, Inc.		9,730		660
Roper Industries, Inc.		5,520		733
Ryder System, Inc.		5,220		312
Snap-On, Inc.		3,180		316
Southwest Airlines Co.		42,740		622
Stanley Black & Decker, Inc.		8,900		806
Stericycle, Inc.⁽²⁾		4,770		550
Textron, Inc.		19,230		531
Tyco International Ltd.		25,590		895
Union Pacific Corp.		27,970		4,345
United Parcel Service, Inc. Class B		40,690		3,718
United Technologies Corp.		48,590		5,239
Waste Management, Inc.		26,310		1,085
Xylem, Inc.		10,280		287

				93,357

Information Technology—12.6%
Accenture plc Class A		19,550		1,440
Adobe Systems, Inc.⁽²⁾		14,560		756
Akamai Technologies, Inc.⁽²⁾		6,130		317
Altera Corp.		10,520		391
Amphenol Corp. Class A		5,200		402
Analog Devices, Inc.		10,000		471
Apple, Inc.		27,480		13,101
Applied Materials, Inc.		37,560		659
Autodesk, Inc.⁽²⁾		7,330		302
Automatic Data Processing, Inc.		15,010		1,086
Broadcom Corp. Class A		17,200		447
CA, Inc.		10,510		312
Cisco Systems, Inc.		162,390		3,803
Citrix Systems, Inc.⁽²⁾		6,080		429
Cognizant Technology Solutions Corp. Class A⁽²⁾		9,480		779
Computer Sciences Corp.		4,690		243
Corning, Inc.		45,270		661
Dell, Inc.		45,170		622
eBay, Inc.⁽²⁾		35,790		1,997
Electronic Arts, Inc.⁽²⁾		9,870		252


	SHARES		VALUE

Information Technology (continued)
EMC Corp.		63,940	$	1,634
F5 Networks, Inc.⁽²⁾		2,360		202
Fidelity National Information Services, Inc.		9,590		445
First Solar, Inc.⁽²⁾		2,160		87
Fiserv, Inc.⁽²⁾		4,140		418
FLIR Systems, Inc.		4,740		149
Google, Inc. Class A⁽²⁾		8,450		7,401
Harris Corp.		3,550		211
Hewlett-Packard Co.		48,460		1,017
Intel Corp.		128,350		2,942
International Business Machines Corp.		31,180		5,774
Intuit, Inc.		9,500		630
Jabil Circuit, Inc.		6,710		145
JDS Uniphase Corp.⁽²⁾		9,560		141
Juniper Networks, Inc.⁽²⁾		15,750		313
KLA-Tencor Corp.		5,360		326
Lam Research Corp.⁽²⁾		4,960		254
Linear Technology Corp.		7,490		297
LSI Corp.		19,170		150
MasterCard, Inc. Class A		3,200		2,153
Microchip Technology, Inc.		6,630		267
Micron Technology, Inc.⁽²⁾		33,500		585
Microsoft Corp.		229,430		7,642
Molex, Inc.		4,830		186
Motorola Solutions, Inc.		7,330		435
NetApp, Inc.		10,910		465
NVIDIA Corp.		18,480		288
Oracle Corp.		108,480		3,598
Paychex, Inc.		10,340		420
QUALCOMM, Inc.		52,170		3,514
Red Hat, Inc.⁽²⁾		6,210		287
Salesforce.com, Inc.⁽²⁾		17,770		922
SanDisk Corp.		7,940		473
Seagate Technology plc		9,400		411
Symantec Corp.		21,980		544
TE Connectivity Ltd.		12,520		648
Teradata Corp.⁽²⁾		5,440		302
Teradyne, Inc.⁽²⁾		7,350		121
Texas Instruments, Inc.		33,890		1,365
Total System Services, Inc.		5,770		170
VeriSign, Inc.⁽²⁾		4,530		231
Visa, Inc. Class A		15,630		2,987
Western Digital Corp.		6,800		431
Western Union Co. (The)		17,500		327
Xerox Corp.		37,210		383


	SHARES		VALUE

Information Technology (continued)
Xilinx, Inc.		8,610	$	403
Yahoo!, Inc.⁽²⁾		29,320		972

				81,536

Materials—14.1%
Air Products & Chemicals, Inc.		36,830		3,925
Airgas, Inc.		11,680		1,239
Alcoa, Inc.		188,060		1,527
Allegheny Technologies, Inc.		19,310		589
Ball Corp.		25,560		1,147
Bemis Co., Inc.		18,190		710
CF Industries Holdings, Inc.		10,100		2,129
Cliffs Natural Resources, Inc.⁽³⁾		27,220		558
Dow Chemical Co. (The)		211,900		8,137
Du Pont (E.I.) de Nemours & Co.		161,790		9,475
Eastman Chemical Co.		27,100		2,111
Ecolab, Inc.		44,970		4,441
FMC Corp.		24,070		1,726
Freeport-McMoRan Copper & Gold, Inc.		181,750		6,012
International Flavors & Fragrances, Inc.		14,390		1,184
International Paper Co.		78,220		3,504
LyondellBasell Industries N.V. Class A		78,520		5,750
MeadWestvaco Corp.		31,280		1,201
Monsanto Co.		93,350		9,743
Mosaic Co. (The)		59,900		2,577
Newmont Mining Corp.		87,610		2,462
Nucor Corp.		55,970		2,744
Owens-Illinois, Inc.⁽²⁾		28,990		870
PPG Industries, Inc.		25,070		4,188
Praxair, Inc.		51,660		6,210
Sealed Air Corp.		34,780		946
Sherwin-Williams Co. (The)		15,330		2,793
Sigma-Aldrich Corp.		21,180		1,807
United States Steel Corp.⁽³⁾		25,950		534
Vulcan Materials Co.		22,890		1,186

				91,425

Telecommunication Services—1.7%
AT&T, Inc.		160,830		5,439
CenturyLink, Inc.		18,910		593
Crown Castle International Corp.⁽²⁾		8,910		651


	SHARES		VALUE

Telecommunication Services (continued)
Frontier Communications Corp.⁽³⁾		36,820	$	154
Verizon Communications, Inc.		87,090		4,064
Windstream Holdings, Inc.⁽³⁾		19,560		156

				11,057
TOTAL COMMON STOCKS (Identified Cost $477,566)				554,130
EXCHANGE-TRADED FUNDS—14.2%
Health Care Select Sector SPDR Fund		1,818,180		91,945
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $70,149)				91,945
TOTAL LONG TERM INVESTMENTS—99.6%
(Identified Cost $547,715)				646,075
SHORT-TERM INVESTMENTS—0.2%
Money Market Mutual Funds—0.2%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		1,601,467		1,601
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $1,601)				1,601
SECURITIES LENDING COLLATERAL—0.2%
INVESCO Short-Term Investments Liquid Assets Portfolio (The) Institutional Shares (seven-day effective yield 0.070%)⁽⁴⁾		990,040		990
TOTAL SECURITIES LENDING COLLATERAL
(Identified Cost $990)				990
TOTAL INVESTMENTS—100.0% (Identified Cost $550,306)				648,666	⁽¹⁾
Other assets and liabilities, net—0.0%				(217	)

NET ASSETS—100.0%			$	648,449


	SHARES		VALUE
AFFILIATED MUTUAL FUNDS—69.6%
Equity Funds—58.4%
Virtus Global Commodities Stock Fund Class I		2,932,665	$	26,306
Virtus Global Dividend Fund Class I		3,269,524		45,577
Virtus Global Real Estate Securities Fund Class I		595,986		13,875
Virtus International Real Estate Securities Fund Class I		2,684,111		17,742
Virtus Real Estate Securities Class I		509,251		17,859

				121,359

Fixed Income Funds—11.2%
Virtus Senior Floating Rate Fund Class I		2,370,300		23,205
TOTAL AFFILIATED MUTUAL FUNDS (Identified Cost $128,351)				144,564
EXCHANGE-TRADED FUNDS—30.2%
Market Vectors Agribusiness		77,600		3,983
Market Vectors Coal		199,700		3,794
PowerShares DB Commodity Index Tracking Fund⁽²⁾		812,200		20,922
PowerShares DB G10 Currency Harvest Fund⁽²⁾		1,219,400		31,156
WisdomTree Managed Futures Strategy Fund		66,700		2,766
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $61,421)				62,621
TOTAL LONG TERM INVESTMENTS—99.8%
(Identified Cost $189,772)				207,185
SHORT-TERM INVESTMENTS—0.1%
Money Market Mutual Funds—0.1%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		240,029		240
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $240)				240


	VALUE
TOTAL INVESTMENTS—99.9% (Identified Cost $190,012)	$	207,425	⁽¹⁾
Other assets and liabilities, net—0.1%		160

NET ASSETS—100.0%	$	207,585

FOOTNOTE LEGEND:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013		Level 1 Quoted Prices
Equity Securities:
Affiliated Mutual Funds	$	144,564	$	144,564
Exchange-Traded Funds		62,621		62,621
Short-Term Investments		240		240

Total Investments	$	207,425	$	207,425

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.


	SHARES		VALUE

EXCHANGE-TRADED FUNDS—124.9%
Consumer Discretionary Select Sector SPDR Fund		4,979,600	$	301,913
Energy Select Sector SPDR Fund		3,541,200		293,495
Financial Select Sector SPDR Fund		14,826,600		295,346
Health Care Select Sector SPDR Fund		5,826,500		294,646
Industrial Select Sector SPDR Fund		6,538,500		303,190
Materials Select Sector SPDR Fund		7,147,200		300,182
Technology Select Sector SPDR Fund		9,286,000		297,430
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $1,939,913)				2,086,202
TOTAL LONG TERM INVESTMENTS—124.9%
(Identified Cost $1,939,913)				2,086,202	⁽²⁾
SHORT-TERM INVESTMENTS—0.2%
Money Market Mutual Funds—0.2%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		2,698,537		2,699
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $2,699)				2,699
TOTAL INVESTMENTS, BEFORE SECURITIES SOLD SHORT—125.1%
(Identified Cost $1,942,612)				2,088,901	⁽¹⁾
SECURITIES SOLD SHORT—(10.8)%
EXCHANGE-TRADED FUNDS SOLD SHORT—(10.8)%
Consumer Staples Select Sector SPDR Fund		2,243,100		(89,276	)
Utilities Select Sector SPDR Fund		2,455,400		(91,709	)
TOTAL SECURITIES SOLD SHORT—(10.8)%
(Proceeds ($179,296))				(180,985	)


		VALUE

TOTAL INVESTMENTS, NET OF SECURITIES SOLD SHORT—114.3%
(Identified Cost $1,763,316)	$	1,907,916	⁽¹⁾
Other assets and liabilities, net—(14.3)%		(238,772	)

NET ASSETS—100.0%	$	1,669,144

Abbreviations:

SPDR	S&P Depositary Receipt

FOOTNOTE LEGEND:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	All or a portion have been segregated as collateral for margin borrowing and securities sold short.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013			Level 1 Quoted Prices
Equity Securities:
Exchange-Traded Funds	$	2,086,202		$	2,086,202
Short-Term Investments		2,699			2,699

Total Investments before Securities Sold Short	$	2,088,901		$	2,088,901

Liabilities:
Exchange Traded Funds Sold Short		(180,985	)		(180,985	)

Total Investments net of Securities Sold Short	$	1,907,916		$	1,907,916

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—99.7%
Consumer Discretionary Select Sector SPDR Fund		195,310	$	11,842
Energy Select Sector SPDR Fund		138,190		11,453
Financial Select Sector SPDR Fund		578,470		11,523
Health Care Select Sector SPDR Fund		228,230		11,542
Industrial Select Sector SPDR Fund		255,370		11,841
iShares MSCI Canada Index Fund		215,800		6,109
iShares MSCI Emerging Markets Index Fund		448,920		18,302
iShares MSCI Japan Index Fund		604,500		7,200
iShares MSCI Pacific Ex-Japan Index Fund		127,490		6,075
Materials Select Sector SPDR Fund		278,800		11,710
Technology Select Sector SPDR Fund		360,300		11,540
Vanguard FTSE Europe ETF		370,350		20,188
TOTAL EXCHANGE-TRADED FUNDS
(Identified Cost $124,970)				139,325
TOTAL LONG TERM INVESTMENTS—99.7%
(Identified Cost $124,970)				139,325
SHORT-TERM INVESTMENTS—0.1%
Money Market Mutual Funds—0.1%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		200,289		200
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $200)				200
TOTAL INVESTMENTS—99.8% (Identified Cost $125,170)				139,525	⁽¹⁾
Other assets and liabilities, net—0.2%				292

NET ASSETS—100.0%			$	139,817


Abbreviations:
ETF		Exchange-Traded Fund
SPDR		S&P Depositary Receipt

FOOTNOTE LEGEND:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013		Level 1 Quoted Prices
Equity Securities:
Exchange- Traded Funds	$	139,325	$	139,325
Short-Term Investments		200		200

Total Investments	$	139,525	$	139,525

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.


	SHARES		VALUE

COMMON STOCKS—99.3%
Consumer Discretionary—14.4%
Abercrombie & Fitch Co. Class A		35,105	$	1,242
Amazon.com, Inc.⁽²⁾		164,812		51,527
AutoNation, Inc.⁽²⁾		28,687		1,497
AutoZone, Inc.⁽²⁾		15,848		6,699
Bed Bath & Beyond, Inc.⁽²⁾		97,393		7,534
Best Buy Co., Inc.		120,268		4,510
BorgWarner, Inc.		51,476		5,219
Cablevision Systems Corp. Class A		98,220		1,654
CarMax, Inc.⁽²⁾		100,868		4,889
Carnival Corp.		195,883		6,394
CBS Corp. Class B		251,680		13,883
Chipotle Mexican Grill, Inc.⁽²⁾		13,748		5,894
Coach, Inc.		125,426		6,839
Comcast Corp. Class A		1,164,804		52,591
Darden Restaurants, Inc.		58,117		2,690
Delphi Automotive plc		126,307		7,379
DIRECTV Class A⁽²⁾		228,456		13,650
Discovery Communications, Inc. Class A⁽²⁾		103,310		8,721
Dollar General Corp.⁽²⁾		133,220		7,522
Dollar Tree, Inc.⁽²⁾		99,471		5,686
Expedia, Inc.		48,071		2,490
Family Dollar Stores, Inc.		43,248		3,115
Ford Motor Co.		1,754,549		29,599
Fossil Group, Inc.⁽²⁾		22,420		2,606
GameStop Corp. Class A		52,310		2,597
Gannett Co., Inc.		102,525		2,747
Gap, Inc. (The)		123,425		4,972
Garmin Ltd.⁽³⁾		55,053		2,488
General Motors Co.⁽²⁾		421,151		15,149
Genuine Parts Co.		69,494		5,621
Goodyear Tire & Rubber Co. (The)⁽²⁾		109,546		2,459
H&R Block, Inc.		122,375		3,263
Harley-Davidson, Inc.		100,729		6,471
Harman International Industries, Inc.		29,630		1,962
Hasbro, Inc.		50,805		2,395


	SHARES		VALUE

Consumer Discretionary (continued)
Home Depot, Inc. (The)		637,947	$	48,388
Horton (D.R.), Inc.		127,119		2,470
Host Hotels & Resorts, Inc.		253,890		4,486
International Game Technology		116,089		2,198
Interpublic Group of Cos., Inc. (The)		186,784		3,209
J.C. Penney Co., Inc.⁽²⁾⁽³⁾		135,640		1,196
Johnson Controls, Inc.		306,364		12,714
Kohl’s Corp.		91,352		4,727
L Brands, Inc.		108,968		6,658
Leggett & Platt, Inc.		62,285		1,878
Lennar Corp. Class A		74,273		2,629
Lowe’s Cos., Inc.		468,414		22,301
Macy’s, Inc.		168,346		7,284
Marriott International, Inc.		101,739		4,279
Mattel, Inc.		154,176		6,454
McDonald’s Corp.		445,201		42,833
Netflix, Inc.⁽²⁾		26,387		8,159
Newell Rubbermaid, Inc.		127,449		3,505
News Corp.⁽²⁾		222,815		3,578
NIKE, Inc. Class B		334,653		24,309
Nordstrom, Inc.		64,522		3,626
O’Reilly Automotive, Inc.⁽²⁾		48,567		6,197
Omnicom Group, Inc.		115,471		7,325
PetSmart, Inc.		46,497		3,546
Phillips-Van Heusen Corp.		37,028		4,395
priceline.com, Inc.⁽²⁾		23,016		23,268
PulteGroup, Inc.		156,384		2,580
Ralph Lauren Corp.		27,202		4,481
Ross Stores, Inc.		97,344		7,087
Scripps Networks Interactive, Inc. Class A		48,950		3,824
Staples, Inc.		294,152		4,309
Starbucks Corp.		336,213		25,878
Starwood Hotels & Resorts Worldwide, Inc.		86,781		5,767
Target Corp.		282,397		18,068
Tiffany & Co.		49,242		3,773
Time Warner Cable, Inc.		127,870		14,270
Time Warner, Inc.		409,724		26,964


	SHARES		VALUE

Consumer Discretionary (continued)
TJX Cos., Inc.		320,034	$	18,047
TripAdvisor, Inc.⁽²⁾		49,907		3,785
Twenty-First Century Fox, Inc.		884,559		29,633
Urban Outfitters, Inc.⁽²⁾		49,750		1,829
VF Corp.		39,077		7,778
Viacom, Inc. Class B		194,191		16,230
Walt Disney Co. (The)		739,909		47,717
Washington Post Co. (The) Class B		1,989		1,216
Whirlpool Corp.		35,911		5,259
Wyndham Worldwide Corp.		60,003		3,658
Wynn Resorts Ltd.		36,188		5,718
Yum! Brands, Inc.		199,686		14,256

				837,693

Energy—14.1%
Anadarko Petroleum Corp.		292,044		27,157
Apache Corp.		232,301		19,778
Baker Hughes, Inc.		292,950		14,384
Cabot Oil & Gas Corp.		455,213		16,989
Cameron International Corp.⁽²⁾		196,886		11,492
Chesapeake Energy Corp.		336,400		8,706
Chevron Corp.		984,501		119,617
ConocoPhillips		450,974		31,347
CONSOL Energy, Inc.		182,772		6,150
Denbury Resources, Inc.⁽²⁾		374,531		6,895
Devon Energy Corp.		219,811		12,696
Diamond Offshore Drilling, Inc.		56,612		3,528
Ensco plc Class A		116,536		6,264
EOG Resources, Inc.		165,746		28,057
EQT Corp.		75,128		6,665
Exxon Mobil Corp.		1,482,048		127,515
FMC Technologies, Inc.⁽²⁾		212,461		11,775
Halliburton Co.		505,204		24,326
Helmerich & Payne, Inc.		53,128		3,663
Hess Corp.		178,897		13,836
Kinder Morgan, Inc.		335,895		11,948
Marathon Oil Corp.		415,737		14,501


	SHARES		VALUE

Energy (continued)
Marathon Petroleum Corp.		156,180	$	10,046
Murphy Oil Corp.		118,983		7,177
Nabors Industries Ltd.		238,505		3,830
National Oilwell Varco, Inc.		270,681		21,143
Newfield Exploration Co.⁽²⁾		67,688		1,853
Noble Corp.		126,405		4,774
Noble Energy, Inc.		244,164		16,361
Occidental Petroleum Corp.		350,931		32,826
Peabody Energy Corp.		193,598		3,340
Phillips 66		306,230		17,706
Pioneer Natural Resources Co.		156,652		29,576
QEP Resources, Inc.		89,442		2,477
Range Resources Corp.		127,980		9,712
Rowan Cos. plc Class A⁽²⁾		167,668		6,157
Schlumberger Ltd.		688,946		60,875
Southwestern Energy Co.⁽²⁾		224,243		8,158
Spectra Energy Corp.		449,276		15,379
Tesoro Corp.		210,959		9,278
Valero Energy Corp.		378,469		12,925
Williams Cos., Inc. (The)		483,046		17,564
WPX Energy, Inc.⁽²⁾		100,077		1,927

				820,373

Financials—14.0%
ACE Ltd.		115,135		10,772
Aflac, Inc.		157,441		9,760
Allstate Corp. (The)		156,882		7,930
American Express Co.		314,080		23,719
American International Group, Inc.		499,768		24,304
American Tower Corp.		133,713		9,912
Ameriprise Financial, Inc.		67,662		6,163
AON plc		104,552		7,783
Apartment Investment & Management Co. Class A		49,636		1,387
Assurant, Inc.		24,985		1,352


	SHARES		VALUE

Financials (continued)
AvalonBay Communities, Inc.		41,177	$	5,233
Bank of America Corp.		3,636,659		50,186
Bank of New York Mellon Corp. (The)		389,334		11,754
BB&T Corp.		238,272		8,042
Berkshire Hathaway, Inc. Class B⁽²⁾		609,211		69,152
BlackRock, Inc.		42,614		11,532
Boston Properties, Inc.		51,585		5,514
Capital One Financial Corp.		198,144		13,620
CBRE Group, Inc.⁽²⁾		93,859		2,171
Charles Schwab Corp. (The)		391,453		8,275
Chubb Corp. (The)		86,489		7,720
Cincinnati Financial Corp.		49,961		2,356
Citigroup, Inc.		1,029,298		49,931
CME Group, Inc.		106,381		7,859
Comerica, Inc.		63,222		2,485
Discover Financial Services		162,966		8,236
E*Trade Financial Corp.⁽²⁾		97,865		1,615
Equity Residential		113,440		6,077
Fifth Third Bancorp		300,256		5,417
Franklin Resources, Inc.		137,950		6,973
Genworth Financial, Inc. Class A⁽²⁾		166,574		2,131
Goldman Sachs Group, Inc. (The)		141,390		22,369
Hartford Financial Services Group, Inc. (The)		154,035		4,794
HCP, Inc.		154,059		6,309
Health Care REIT, Inc.		97,070		6,055
Hudson City Bancorp, Inc.		164,361		1,487
Huntington Bancshares, Inc.		280,841		2,320
IntercontinentalExchange, Inc.⁽²⁾		24,685		4,478
Invesco Ltd.		149,341		4,764
JPMorgan Chase & Co.		1,274,210		65,864
KeyCorp		310,733		3,542
Kimco Realty Corp.		138,332		2,792
Legg Mason, Inc.		36,755		1,229
Leucadia National Corp.		106,092		2,890
Lincoln National Corp.		90,404		3,796


	SHARES		VALUE

Financials (continued)
Loews Corp.		102,949	$	4,812
M&T Bank Corp.		44,016		4,926
Macerich Co. (The)		47,579		2,685
Marsh & McLennan Cos., Inc.		185,017		8,058
McGraw-Hill Cos., Inc. (The)		92,359		6,058
MetLife, Inc.		379,082		17,798
Moody’s Corp.		65,086		4,578
Morgan Stanley		470,722		12,686
NASDAQ OMX Group, Inc. (The)		40,107		1,287
Northern Trust Corp.		76,415		4,156
NYSE Euronext, Inc.		82,255		3,453
People’s United Financial, Inc.		108,696		1,563
Plum Creek Timber Co., Inc.		54,210		2,539
PNC Financial Services Group, Inc.		179,925		13,036
Principal Financial Group, Inc.		93,102		3,987
Progressive Corp. (The)		187,229		5,098
Prologis, Inc.		168,784		6,350
Prudential Financial, Inc.		157,780		12,304
Public Storage		48,723		7,822
Regions Financial Corp.		479,623		4,441
Simon Property Group, Inc.		105,052		15,572
SLM Corp.		146,929		3,659
State Street Corp.		150,967		9,926
SunTrust Banks, Inc.		182,446		5,915
T. Rowe Price Group, Inc.		88,062		6,334
Torchmark Corp.		30,741		2,224
Travelers Cos., Inc. (The)		126,430		10,717
U.S. Bancorp		622,109		22,757
Unum Group		89,230		2,716
Ventas, Inc.		99,058		6,092
Vornado Realty Trust		58,876		4,949
Wells Fargo & Co.		1,635,628		67,584
Weyerhaeuser Co.		196,253		5,619
XL Group plc		98,053		3,022
Zions Bancorp		62,934		1,726

				818,499


	SHARES		VALUE

Health Care—14.1%
Abbott Laboratories		555,004	$	18,421
AbbVie, Inc.		666,378		29,807
Actavis, Inc.⁽²⁾		76,888		11,072
Aetna, Inc.		161,016		10,308
Agilent Technologies, Inc.		139,364		7,142
Alexion Pharmaceuticals, Inc.⁽²⁾		81,840		9,506
Allergan, Inc.		128,544		11,627
AmerisourceBergen Corp.		101,037		6,173
Amgen, Inc.		316,652		35,446
Bard (C.R.), Inc.		35,517		4,092
Baxter International, Inc.		232,073		15,245
Becton, Dickinson & Co.		83,604		8,362
Biogen Idec, Inc.⁽²⁾		102,138		24,591
Boston Scientific Corp.⁽²⁾		571,099		6,705
Bristol-Myers Squibb Co.		697,127		32,263
Cardinal Health, Inc.		143,558		7,487
CareFusion Corp.⁽²⁾		90,321		3,333
Celgene Corp.⁽²⁾		172,863		26,609
Cerner Corp.⁽²⁾		124,308		6,532
CIGNA Corp.		122,996		9,453
Covidien plc		193,798		11,810
DaVita, Inc.⁽²⁾		74,339		4,230
DENTSPLY International, Inc.		60,137		2,611
Edwards Lifesciences Corp.⁽²⁾		47,629		3,316
Eli Lilly & Co.		417,696		21,023
Express Scripts Holding Co.⁽²⁾		360,296		22,259
Forest Laboratories, Inc.⁽²⁾		100,709		4,309
Gilead Sciences, Inc.⁽²⁾		643,352		40,428
Hospira, Inc.⁽²⁾		70,868		2,779
Humana, Inc.		71,370		6,661
Intuitive Surgical, Inc.⁽²⁾		16,679		6,276
Johnson & Johnson		1,184,481		102,683
Laboratory Corp. of America Holdings⁽²⁾		37,959		3,763
Life Technologies Corp.⁽²⁾		72,586		5,432


	SHARES		VALUE

Health Care (continued)
McKesson Corp.		99,220	$	12,730
Medtronic, Inc.		422,194		22,482
Merck & Co., Inc.		1,230,010		58,561
Mylan, Inc.⁽²⁾		162,326		6,196
Patterson Cos., Inc.		35,940		1,445
PerkinElmer, Inc.		47,594		1,797
Perrigo Co.		39,657		4,893
Pfizer, Inc.		2,782,624		79,889
Quest Diagnostics, Inc.		66,371		4,101
Regeneron Pharmaceuticals, Inc.⁽²⁾		32,876		10,284
St. Jude Medical, Inc.		124,305		6,668
Stryker Corp.		126,314		8,538
Tenet Healthcare Corp.⁽²⁾		44,410		1,829
Thermo Fisher Scientific, Inc.		151,529		13,963
UnitedHealth Group, Inc.		430,846		30,853
Varian Medical Systems, Inc.⁽²⁾		44,915		3,356
Vertex Pharmaceuticals, Inc.⁽²⁾		97,850		7,418
Waters Corp.⁽²⁾		35,906		3,814
WellPoint, Inc.		129,308		10,811
Zimmer Holdings, Inc.		72,243		5,934
Zoetis, Inc.		210,283		6,544

				823,860

Industrials—14.4%
3M Co.		330,748		39,495
ADT Corp. (The)		99,348		4,039
Ametek, Inc.		121,900		5,610
Avery Dennison Corp.		153,950		6,700
Boeing Co. (The)		359,792		42,276
Caterpillar, Inc.		337,063		28,101
Cintas Corp.		61,595		3,154
CSX Corp.		610,118		15,704
Cummins, Inc.		159,315		21,168
Danaher Corp.		333,737		23,135
Deere & Co.		212,353		17,283
Delta Air Lines, Inc.		426,188		10,054
Dover Corp.		102,590		9,216
Dun & Bradstreet Corp.		19,211		1,995
Eaton Corp. plc		287,833		19,814
Emerson Electric Co.		375,845		24,317
Equifax, Inc.		81,981		4,907


	SHARES		VALUE

Industrials (continued)
Expeditors International of Washington, Inc.		103,543	$	4,562
Fastenal Co.		135,525		6,810
FedEx Corp.		158,276		18,061
Flowserve Corp.		69,849		4,358
Fluor Corp.		117,781		8,358
General Dynamics Corp.		179,693		15,727
General Electric Co.		3,745,746		89,486
Grainger (W.W.), Inc.		40,281		10,542
Honeywell International, Inc.		411,348		34,158
Illinois Tool Works, Inc.		217,574		16,594
Ingersoll-Rand plc		134,444		8,731
Iron Mountain, Inc.		86,341		2,333
Jacobs Engineering Group, Inc.⁽²⁾		65,312		3,800
Joy Global, Inc.		53,473		2,729
Kansas City Southern		54,754		5,988
L-3 Communications Holdings, Inc.		45,120		4,264
Lockheed Martin Corp.		141,992		18,111
Masco Corp.		199,131		4,237
Nielsen Holdings NV		106,533		3,883
Norfolk Southern Corp.		181,922		14,072
Northrop Grumman Corp.		123,525		11,767
PACCAR, Inc.		204,551		11,385
Pall Corp.		81,178		6,254
Parker Hannifin Corp.		93,471		10,162
PentAir, Inc.		98,928		6,424
Pitney Bowes, Inc.⁽³⁾		117,786		2,142
Precision Castparts Corp.		72,299		16,429
Quanta Services, Inc.⁽²⁾		106,182		2,921
Raytheon Co.		175,305		13,511
Republic Services, Inc.		134,884		4,500
Robert Half International, Inc.		97,554		3,808
Robinson (C.H.) Worldwide, Inc.		79,186		4,716
Rockwell Automation, Inc.		89,123		9,531
Rockwell Collins, Inc.		86,661		5,881
Roper Industries, Inc.		49,270		6,546
Ryder System, Inc.		47,218		2,819
Snap-On, Inc.		29,024		2,888
Southwest Airlines Co.		384,655		5,601


	SHARES		VALUE

Industrials (continued)
Stanley Black & Decker, Inc.		79,518	$	7,202
Stericycle, Inc.⁽²⁾		42,657		4,923
Textron, Inc.		175,817		4,854
Tyco International Ltd.		229,638		8,033
Union Pacific Corp.		250,788		38,957
United Parcel Service, Inc. Class B		365,127		33,362
United Technologies Corp.		435,638		46,970
Waste Management, Inc.		236,333		9,746
Xylem, Inc.		94,096		2,628

				837,732

Information Technology—12.5%
Accenture plc Class A		174,618		12,859
Adobe Systems, Inc.⁽²⁾		129,852		6,745
Akamai Technologies, Inc.⁽²⁾		54,703		2,828
Altera Corp.		93,156		3,462
Amphenol Corp. Class A		46,204		3,575
Analog Devices, Inc.		88,911		4,183
Apple, Inc.		246,059		117,309
Applied Materials, Inc.		334,200		5,862
Autodesk, Inc.⁽²⁾		64,420		2,652
Automatic Data Processing, Inc.		133,179		9,639
Broadcom Corp. Class A		154,325		4,014
CA, Inc.		93,543		2,775
Cisco Systems, Inc.		1,452,150		34,009
Citrix Systems, Inc.⁽²⁾		54,076		3,818
Cognizant Technology Solutions Corp. Class A⁽²⁾		84,955		6,977
Computer Sciences Corp.		42,304		2,189
Corning, Inc.		403,194		5,883
Dell, Inc.		401,392		5,527
eBay, Inc.⁽²⁾		321,019		17,910
Electronic Arts, Inc.⁽²⁾		88,767		2,268
EMC Corp.		571,206		14,600
F5 Networks, Inc.⁽²⁾		21,173		1,816
Fidelity National Information Services, Inc.		86,522		4,018


	SHARES		VALUE

Information Technology (continued)
First Solar, Inc.⁽²⁾		18,668	$	751
Fiserv, Inc.⁽²⁾		37,263		3,765
FLIR Systems, Inc.		41,802		1,313
Google, Inc. Class A⁽²⁾		75,758		66,357
Harris Corp.		31,694		1,879
Hewlett-Packard Co.		432,588		9,076
Intel Corp.		1,150,648		26,373
International Business Machines Corp.		278,901		51,647
Intuit, Inc.		84,503		5,603
Jabil Circuit, Inc.		58,301		1,264
JDS Uniphase Corp.⁽²⁾		81,117		1,193
Juniper Networks, Inc.⁽²⁾		141,752		2,815
KLA-Tencor Corp.		48,291		2,939
Lam Research Corp.⁽²⁾		44,195		2,262
Linear Technology Corp.		67,851		2,691
LSI Corp.		162,699		1,272
MasterCard, Inc. Class A		28,744		19,338
Microchip Technology, Inc.		58,478		2,356
Micron Technology, Inc.⁽²⁾		299,366		5,230
Microsoft Corp.		2,053,077		68,388
Molex, Inc.		43,387		1,671
Motorola Solutions, Inc.		65,643		3,898
NetApp, Inc.		96,952		4,132
NVIDIA Corp.		165,707		2,578
Oracle Corp.		971,158		32,213
Paychex, Inc.		92,438		3,757
QUALCOMM, Inc.		467,445		31,487
Red Hat, Inc.⁽²⁾		55,800		2,575
Salesforce.com, Inc.⁽²⁾		159,451		8,277
SanDisk Corp.		71,082		4,230
Seagate Technology plc		84,927		3,715
Symantec Corp.		195,296		4,834
TE Connectivity Ltd.		111,958		5,797
Teradata Corp.⁽²⁾		48,382		2,682
Teradyne, Inc.⁽²⁾		64,801		1,071
Texas Instruments, Inc.		302,879		12,197
Total System Services, Inc.		51,603		1,518
VeriSign, Inc.⁽²⁾		40,370		2,054
Visa, Inc. Class A		139,810		26,718
Western Digital Corp.		59,969		3,802
Western Union Co. (The)		154,568		2,884


	SHARES		VALUE

Information Technology (continued)
Xerox Corp.		335,230	$	3,450
Xilinx, Inc.		77,248		3,620
Yahoo!, Inc.⁽²⁾		261,420		8,669

				729,259

Materials—14.1%
Air Products & Chemicals, Inc.		329,905		35,158
Airgas, Inc.		104,675		11,101
Alcoa, Inc.		1,698,122		13,789
Allegheny Technologies, Inc.		172,500		5,265
Ball Corp.		229,634		10,306
Bemis Co., Inc.		163,662		6,384
CF Industries Holdings, Inc.		90,356		19,050
Cliffs Natural Resources, Inc.⁽³⁾		245,551		5,034
Dow Chemical Co. (The)		1,899,454		72,939
Du Pont (E.I.) de Nemours & Co.		1,449,343		84,873
Eastman Chemical Co.		243,216		18,947
Ecolab, Inc.		402,961		39,796
FMC Corp.		215,344		15,444
Freeport-McMoRan Copper & Gold, Inc.		1,628,976		53,886
International Flavors & Fragrances, Inc.		129,379		10,648
International Paper Co.		701,811		31,441
LyondellBasell Industries N.V. Class A		700,992		51,334
MeadWestvaco Corp.		281,067		10,787
Monsanto Co.		836,721		87,329
Mosaic Co. (The)		536,508		23,081
Newmont Mining Corp.		784,101		22,033
Nucor Corp.		501,283		24,573
Owens-Illinois, Inc.⁽²⁾		261,018		7,836
PPG Industries, Inc.		224,853		37,564
Praxair, Inc.		462,763		55,629
Sealed Air Corp.		310,936		8,454
Sherwin-Williams Co. (The)		137,220		24,999
Sigma-Aldrich Corp.		189,736		16,184
United States Steel Corp.⁽³⁾		232,006		4,777


	SHARES		VALUE

Materials (continued)
Vulcan Materials Co.		206,566	$	10,702

				819,343

Telecommunication Services—1.7%
AT&T, Inc.		1,438,397		48,647
CenturyLink, Inc.		170,267		5,343
Crown Castle International Corp.⁽²⁾		79,398		5,798
Frontier Communications Corp.⁽³⁾		320,861		1,338
Verizon Communications, Inc.		779,218		36,358
Windstream Holdings, Inc.⁽³⁾		175,468		1,404

				98,888
TOTAL COMMON STOCKS (Identified Cost $4,981,063)				5,785,647
TOTAL LONG TERM INVESTMENTS—99.3%
(Identified Cost $4,981,063)				5,785,647
SHORT-TERM INVESTMENTS—0.3%
Money Market Mutual Funds—0.3%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		14,611,575		14,612
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $14,612)				14,612
SECURITIES LENDING COLLATERAL—0.2%
INVESCO Short-Term Investments Liquid Assets Portfolio (The) Institutional Shares (seven-day effective yield 0.070%)⁽⁴⁾		12,403,180		12,403
TOTAL SECURITIES LENDING COLLATERAL
(Identified Cost $12,403)				12,403
TOTAL INVESTMENTS—99.8% (Identified Cost $5,008,078)				5,812,662	⁽¹⁾
Other assets and liabilities, net—0.2%				12,656

NET ASSETS—100.0%			$	5,825,318

Abbreviations:

REIT	Real Estate Investment Trust

FOOTNOTE LEGEND:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.

⁽³⁾	All or a portion of security is on loan.

⁽⁴⁾	Represents security purchased with cash collateral received for securities on loan.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013		Level 1 Quoted Prices
Equity Securities:
Common Stocks	$	5,785,647	$	5,785,647
Securities Lending Collateral		12,403		12,403
Short-Term Investments		14,612		14,612

Total Investments	$	5,812,662	$	5,812,662

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

As of the date of this report, 31 funds are offered for sale, of which six (each a “Fund”) are reported in this annual report.

All of the Funds offer Class A shares, Class C shares, and Class I shares. Class B shares are no longer available for purchase by new or existing shareholders, except for existing shareholders through Qualifying Transactions, (For more information regarding Qualifying Transactions, refer to the prospectus.) Class A shares are sold with a front-end sales charge of up to 5.75% with some exceptions. Generally, Class A shares are not subject to any charges by the Funds when redeemed; however, a 0.50% – 1% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within a certain period following purchases on which a finder’s fee has been paid. The period for which the CDSC applies for the Funds is 18 months. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

Class B shares were generally sold with a CDSC, which declines from 5% to zero depending on the period of time the shares are held. Class C shares are generally sold with a 1% CDSC, applicable if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

Each Class of shares has identical voting, dividend, liquidation and other rights and the same terms and conditions, except that each class bears different distribution and/or service fees under a Board-approved Rule 12b-1 and/or shareholder servicing plan (“12b-1 plan”) and has exclusive voting rights with respect to such plans. Class I shares are not subject to a 12b-1 plan. Income and other expenses and realized and unrealized gains and losses of each Fund are borne pro rata by the holders of each class of shares.

The following is a summary of significant accounting policies consistently followed by the Trust in the preparation of its financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates and those differences could be significant.

appointed by the Board. The valuation committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities are updated daily and reviewed in detail by the valuation committee monthly unless changes occur within the period. The valuation committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

Each Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

A description of the valuation techniques applied to a Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded, or if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are not widely traded, are illiquid or are internally fair valued by the Valuation Committee, are generally categorized as Level 3 in the hierarchy.

Certain non-U.S. securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that non-U.S. markets close (where the security is principally traded) and the time that a Fund calculates its net asset value (“NAV”) (generally, 4 p.m. Eastern time the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.

mortgage-backed and asset-backed securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the valuation committee are generally categorized as Level 3 in the hierarchy.

Investments in open-end mutual funds are valued at their closing NAV determined as of the close of regular trading on the NYSE each business day and are categorized as Level 1 in the hierarchy.

Distributions are recorded by each Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium

and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

Expenses incurred together by a Fund and other affiliated mutual funds are allocated in proportion to the net assets of each such fund, except where allocation of direct expense to each Fund or an alternative allocation method can be more appropriately used.

In addition to the net annual operating expenses that a Fund bears directly, the shareholders of the Funds indirectly bear the pro-rata expenses of any underlying mutual funds in which the Fund invests.

Non U.S. investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement date of a portfolio transaction is treated as a gain or loss on non-U.S. currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and paid is treated as a gain or loss on foreign currency. The Funds do not isolate that portion of the results of operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Certain Funds may sell securities short. A short sale is a transaction in which a Fund sells a security it does not own in anticipation of a decline in market price. To sell a security short, a Fund must borrow the security. The Fund’s obligation to replace the security borrowed and sold short will be fully collateralized at all times by the proceeds from the short sale retained by the broker and by cash and securities deposited in a segregated account with the Fund’s custodian. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund will realize a loss, and if the price declines during the period, the Fund will realize a gain. Any realized gain will be decreased, and any realized loss increased, by the amount of transaction costs. On ex-dividend date, dividends on short sales are recorded as an expense to the Fund.

In accordance with the terms of its prime brokerage agreement, the Dynamic AlphaSector^™ Fund may receive rebate income or be charged a fee on borrowed securities. Such income or fee is calculated on a daily basis based upon the market value of each borrowed security and a variable rate that is dependent upon the availability of such security. The Fund records these prime broker charges on a net

basis as interest income or interest expense. For the year ended September 30, 2013, the Fund had net charges of $144 on borrowed securities. Such amounts are included in interest expense in the Statement of Operations.

At September 30, 2013, the value of securities sold short in the Dynamic AlphaSector^™ Fund amounted to $(180,985) against which collateral of $208,133 was provided.

At September 30, 2013, the following Funds had securities on loan ($ reported in thousands):

subsidiary of Virtus Investment Partners, Inc. (“Virtus”), is the Adviser to the Trust. The Adviser manages the Funds’ investment programs and general operations of the Funds, including oversight of the Funds’ subadvisers.

As compensation for its services to the Funds, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of the following Funds:

Alternatives Diversifier Fund – the Adviser has discontinued charging an advisory fee.

The Subadvisers manage the investments of each Fund for which they are paid a fee by the Adviser. A list of the Subadvisers and the Fund(s) they serve is as follows:

The Adviser has voluntarily agreed to limit certain Funds’ total operating expenses (excluding interest, taxes, extraordinary expenses and acquired funds fees and expenses, if any), so that such expenses do not exceed the percentages of the Fund’s average daily net asset values as listed below. The Adviser may discontinue these voluntary expense caps at any time.

For certain Funds the Adviser may recapture operating expenses waived or reimbursed, within three fiscal years following the end of the fiscal year in which such waiver or reimbursement occurred. The Fund must pay its ordinary operating expenses before the Adviser is entitled to any reimbursement and must remain in compliance with any applicable expense limitations or, if none, the expense limitation in effect at the time of the waiver or reimbursement. All or a portion of the following Adviser-reimbursed expenses ($ reported in thousands) may be recaptured by the fiscal year ending:

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of each Fund’s shares. VP Distributors has advised the Funds that for the fiscal year (the “period”) ended September 30, 2013, it retained net commissions of $1,365 of Class A shares and deferred sales charges of $23, $—⁽³⁾ and $308 for Class A shares, Class B shares and Class C shares respectively.

In addition, each Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan as a percentage of the average daily net assets of each respective class at the annual rates of 0.25%⁽¹⁾ for Class A shares and 1.00%⁽¹⁾⁽²⁾ for Class B and Class C shares. Class I shares are not subject to a 12b-1 plan.

Effective January 1, 2013, with the approval of the Board, VP Distributors, the Funds’ former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreement and Transfer Agency and Service Agreement to Virtus Fund Services, LLC, an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors served as the Administrator and Transfer Agent to the Funds.

For the period ended September 30, 2013, the Funds incurred administration fees from the Trust totaling $6,268 which are included in the Statements of Operations.

For the period ended September 30, 2013, the Funds incurred transfer agent fees from the Trust totaling $7,472 which are included in the Statements of Operations. A portion of these fees was paid to outside entities that also provide services to the Trust.

At September 30, 2013, Virtus and its affiliates, BMO Bankcorp. (a minority investor in Virtus) and its affiliates, and the retirement plans of Virtus and its affiliates, held shares of the Funds which may be redeemed at any time that aggregated the following:

A summary of the Alternatives Diversifier Fund’s total long-term and short-term purchases and sales of the Class I shares of the affiliated underlying funds⁽¹⁾ during the fiscal year ended September 30, 2013 is as follows:

Purchases and sales of securities (excluding U.S. Government and agency securities, and short-term securities) during the period ended September 30, 2013, were as follows:

Transactions in shares of capital stock, during the periods ended as indicated below, were as follows:


	Allocator Premium AlphaSector^™ Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		6,565		$	72,792			6,058		$	61,388
Reinvestment of distributions		46			493			31			305
Shares repurchased		(2,645	)		(29,311	)		(1,151	)		(11,736	)

Net Increase/(Decrease)		3,966		$	43,974			4,938		$	49,957

Class C
Sale of shares		10,904		$	119,789			10,032		$	100,615
Reinvestment of distributions		18			192			28			274
Shares repurchased		(2,712	)		(29,800	)		(1,028	)		(10,410	)

Net Increase/(Decrease)		8,210		$	90,181			9,032		$	90,479

Class I
Sale of shares		13,895		$	154,327			13,694		$	139,083
Reinvestment of distributions		134			1,436			75			755
Shares repurchased		(5,731	)		(63,710	)		(2,022	)		(20,790	)

Net Increase/(Decrease)		8,298		$	92,053			11,747		$	119,048


	AlphaSector^™ Rotation Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		5,882		$	77,208			5,358		$	60,143
Reinvestment of distributions		687			8,016			446			4,914
Shares repurchased		(4,402	)		(56,066	)		(6,717	)		(75,873	)

Net Increase/(Decrease)		2,167		$	29,158			(913	)	$	(10,816	)

Class C
Sale of shares		4,743		$	61,118			1,996		$	22,420
Reinvestment of distributions		369			4,230			207			2,251
Shares repurchased		(2,324	)		(29,159	)		(2,831	)		(31,724	)

Net Increase/(Decrease)		2,788		$	36,189			(628	)	$	(7,053	)

Class I
Sale of shares		6,710		$	87,620			6,369		$	71,270
Reinvestment of distributions		375			4,390			196			2,158
Shares repurchased		(4,660	)		(59,901	)		(4,532	)		(51,032	)

Net Increase/(Decrease)		2,425		$	32,109			2,033		$	22,396


	Alternatives Diversifier Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		750		$	8,326			911		$	9,669
Reinvestment of distributions		89			974			36			370
Shares repurchased		(2,058	)		(22,743	)		(3,218	)		(33,739	)

Net Increase / (Decrease)		(1,219	)	$	(13,443	)		(2,271	)	$	(23,700	)

Class C
Sale of shares		253		$	2,785			247		$	2,567
Reinvestment of distributions		31			332			—			—
Shares repurchased		(1,390	)		(15,225	)		(1,955	)		(20,338	)

Net Increase / (Decrease)		(1,106	)	$	(12,108	)		(1,708	)	$	(17,771	)

Class I
Sale of shares		8,421		$	94,425			1,653		$	17,300
Reinvestment of distributions		45			495			22			223
Shares repurchased		(1,701	)		(18,859	)		(2,056	)		(21,624	)

Net Increase / (Decrease)		6,765		$	76,061			(381	)	$	(4,101	)


	Dynamic AlphaSector^™ Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT
Class A
Sale of shares		51,387		$	567,419			11,370		$	107,464
Reinvestment of distributions		124			1,293			—			—
Shares repurchased		(6,258	)		(70,393	)		(1,016	)		(9,660	)

Net Increase/(Decrease)		45,253		$	498,319			10,354		$	97,804

Class B
Sale of shares		2		$	22			—		$	—
Reinvestment of distributions		—			—			—			—
Shares repurchased		(6	)		(64	)		(14	)		(123	)

Net Increase/(Decrease)		(4	)	$	(42	)		(14	)	$	(123	)

Class C
Sale of shares		22,213		$	230,795			2,818		$	24,988
Reinvestment of distributions		15			138			—			—
Shares repurchased		(933	)		(9,575	)		(147	)		(1,274	)

Net Increase/(Decrease)		21,295		$	221,358			2,671		$	23,714

Class I
Sale of shares		59,017		$	660,499			11,614		$	109,640
Reinvestment of distributions		195			2,034			—			—
Shares repurchased		(7,583	)		(84,882	)		(3,424	)		(31,510	)

Net Increase/(Decrease)		51,629		$	577,651			8,190		$	78,130

Under the Trust’s organizational documents, its trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, each Trustee has entered into an indemnification agreement with the Trust. In addition in the normal course of business, the Funds enter into contracts that provide a

variety of indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds and that have not occurred. However, the Funds have not had prior claims or losses pursuant to these arrangements and, expect the risk of loss to be remote.

On August 23, 2010, the SEC issued an amended order under Section 12(d) (1) (J) of the 1940 Act granting an exemption from Sections 12(d) (1) (A) and (B) of the 1940 Act and under Sections 6(c) and 17(b) of the 1940 Act granting an exemption from Section 17(a) of the 1940 Act, which permits the Trust to invest in other affiliated and unaffiliated funds, including exchange-traded funds, in each case subject to certain conditions.

At September 30, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Funds were as follows:

The Funds have capital loss carryovers available to offset future realized capital gains, through the indicated expiration dates shown below:

The Trust may not realize the benefit of these losses to the extent each Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

Under the Regulated Investment Company Modernization Act of 2010 (the “Act”), net capital losses recognized for tax years beginning after December 22, 2010, may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses. Previously, net capital losses were carried forward for eight years and treated as short-term losses. As a transition rule, the Act requires that post-enactment net capital losses be used before pre-enactment net capital losses.

For the period ended September 30, 2013, the following funds utilized losses deferred in prior years against current year capital gains:

Capital losses realized after October 31 and certain late year ordinary losses may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended September 30, 2013, the Funds deferred and recognized post-October losses as follows:

The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which are disclosed above) consist of the following:

The Dynamic AlphaSector Fund (the “Fund”) intends to employ leverage in the form of borrowing on its long positions in circumstances where the Fund has determined to take long positions representing four or more sectors. The aggregate amount of leverage being used by the Fund at any time will depend on the number of sectors in which the Fund takes a long position, with the maximum amount of leverage being used where the Fund takes long positions in all nine sectors. In that event, the amount of leverage will not exceed 30% of the Fund’s net assets, including borrowings.

Effective February 6, 2012, the Fund entered into a collaterized loan agreement with Merrill Lynch Professional Clearing Corp. (“prime broker”) to provide margin financing. During the year ended September 30, 2013, the Fund utilized margin financing for 365 days at an average interest rate of 0.535% and with an average daily borrowing balance during the year of $215,311. As of September 30, 2013, outstanding margin debt amounted to $409,811, which is located under “Loan payable” on the Statement of Assets and Liabilities. In order to attain leveraged exposure, the Fund incurs a cost of Open Fed Funds Rate plus a spread on debit financing. For the year ended September 30, 2013, these costs amounted to $1,149 and are included within “interest expenses” on the Statement of Operations.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments and securities sold short, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Allocator Premium AlphaSector Fund, Virtus AlphaSector Rotation Fund, Virtus Dynamic AlphaSector Fund, Virtus Global Premium AlphaSector Fund, Virtus Premium AlphaSector Fund, and Virtus Alternatives Diversifier Fund, each a series of Virtus Opportunities Trust (the “Funds”), at September 30, 2013, the results of each of their operations for the year then ended, the changes in each of their net assets and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2013 by correspondence with the custodians, brokers, and transfer agent of the investee funds, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP, Two Commerce Square, Suite 1700, 2001 Market Street, Philadelphia, PA 19103-7042 T: (267) 330 3000, F:(267) 330 3300, www.pwc.com/us/

For the fiscal year ended September 30, 2013, the Funds are disclosing the following information pursuant to notice requirements of Section 853(a) and 855(d) of the Internal Revenue Code, as amended, and the Treasury Regulations thereunder ($ reported in thousands):

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations thereunder.

Supplement dated September 12, 2013 to the Prospectus dated January 31, 2013, as supplemented and revised, and to the Statement of Additional Information (“SAI”) dated June 10, 2013

THIS SUPPLEMENT SUPERCEDES THE SUPPLEMENT DATED SEPTEMBER 6, 2013 TO THE ABOVE-REFERENCED PROSPECTUS AND SAI. THIS SUPPLEMENT CORRECTS THE EXPENSE RATIOS SHOWN IN THE EARLIER SUPPLEMENT.

Effective August 22, 2013, the fund’s investment adviser, Virtus Investment Advisers, Inc. (“VIA”), has discontinued the voluntary limit on Other Expenses of the fund. Accordingly, all references to a voluntary limit of the fund’s Other Expenses in the Statutory Prospectus and SAI are hereby removed. For clarity, because the fund’s assets have increased significantly since the date of the Statutory Prospectus and SAI, after discontinuing the voluntary limit on Other Expenses the fund’s Total Annual Fund Operating Expenses are still well below those shown in the Fees and Expenses table in the fund’s Prospectuses. As of the date of this Supplement, the fund’s total operating expenses are as follows: Class A Shares, 2.90%; Class B Shares, 3.65%; Class C Shares, 3.65%; and Class I Shares, 2.65%. Under certain conditions, VIA may recapture fees waived and expenses reimbursed under the previous expense limitation arrangement for a period of three years from the end of the fiscal year in which such waivers and/or reimbursements occurred.

Investors should retain this supplement with the Prospectus and SAI for future reference.

Supplement dated August 1, 2013 to the Prospectuses and the Statement of Additional Information (“SAI”), each dated January 31, 2013

Effective September 1, 2013, the maximum contingent deferred sales charge (“CDSC”) applicable to Class C Shares will be reduced to 1.00% (as a percentage of the lesser of purchase price or redemption proceeds). Accordingly, effective September 1, 2013, all references in the fund’s summary prospectus, statutory prospectus and SAI to the Class C Shares CDSC are hereby revised to reflect this change.

Investors should retain this supplement with the Prospectuses and SAI for future reference.

Investment Adviser

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103-4506

Principal Underwriter

VP Distributors, LLC

100 Pearl Street

Hartford, CT 06103-4506

Administrator and Transfer Agent

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodian

JPMorgan Chase & Co.

1 Chase Manhattan Plaza,

New York, NY 10005-1401

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

2001 Market Street

Philadelphia, PA 19103-7042

How to Contact Us

Mutual Fund Services 1-800-243-1574

Adviser Consulting Group 1-800-243-4361

Telephone Orders 1-800-367-5877

Text Telephone 1-800-243-1926

Web siteVirtus.com

Whenever you have questions about your account, or require additional information, please visit us on the Web at www.virtus.com or call our shareowner service group toll-free at 1-800-243-1574.

Performance data quoted represents past results. Past performance is no guarantee of future results and current performance may be higher or lower than the performance shown above.

We believe it is important for you to understand the impact of costs on your investment. All mutual funds have operating expenses. As a shareholder of a Virtus Opportunities Trust Fund (each, a “Fund”) you may incur two types of costs: (1) transaction costs, including sales charges on purchases of Class A shares and contingent deferred sales charges on Class B and Class C shares; and (2) ongoing costs, including investment advisory fees, distribution and service fees, and other expenses. Class I shares are sold without sales charges and do not incur distribution and service fees. For further information regarding applicable sales charges, see Note 1 in the Notes to Financial Statements. These examples are intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. These examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire six-month period. The following Expense Table illustrates your Fund’s costs in two ways.

Actual Expenses

Hypothetical Example for Comparison Purposes


Expense Table
	Beginning Account Value April 1, 2013		Ending Account Value September 30, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Emerging Markets Debt Fund
Actual
Class A	$	1,000.00	$	939.10		1.35	%	$	6.56
Class C		1,000.00		936.30		2.10			10.19
Class I		1,000.00		940.20		1.10			5.35
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.22		1.35			6.85
Class C		1,000.00		1,014.41		2.10			10.66
Class I		1,000.00		1,019.49		1.10			5.58
Emerging Markets Equity Income Fund
Actual
Class A	$	1,000.00	$	973.60		1.75	%	$	8.66
Class C		1,000.00		969.50		2.50			12.34
Class I		1,000.00		974.00		1.50			7.42
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.19		1.75			8.88
Class C		1,000.00		1,012.38		2.50			12.69
Class I		1,000.00		1,017.46		1.50			7.61
Global Commodities Stock Fund
Actual
Class A	$	1,000.00	$	944.00		1.65	%	$	8.04
Class C		1,000.00		942.50		2.40			11.69
Class I		1,000.00		946.20		1.40			6.83
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.69		1.65			8.38
Class C		1,000.00		1,012.89		2.40			12.18
Class I		1,000.00		1,017.96		1.40			7.11
Global Dividend Fund
Actual
Class A	$	1,000.00	$	1,029.00		1.27	%	$	6.46
Class C		1,000.00		1,025.40		2.02			10.26
Class I		1,000.00		1,030.20		1.02			5.19
Hypothetical (5% return before expenses)
Class A		1,000.00		1,018.62		1.27			6.45
Class C		1,000.00		1,014.82		2.02			10.25
Class I		1,000.00		1,019.89		1.02			5.18
Global Opportunities Fund
Actual
Class A	$	1,000.00	$	1,018.40		1.55	%	$	7.84
Class B		1,000.00		1,014.50		2.30			11.62
Class C		1,000.00		1,014.60		2.30			11.62
Class I		1,000.00		1,020.30		1.30			6.58
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.20		1.55			7.87
Class B		1,000.00		1,013.39		2.30			11.68
Class C		1,000.00		1,013.39		2.30			11.68
Class I		1,000.00		1,018.47		1.30			6.60
Global Real Estate Securities Fund
Actual
Class A	$	1,000.00	$	980.10		1.40	%	$	6.95
Class C		1,000.00		976.40		2.15			10.65
Class I		1,000.00		981.40		1.15			5.71
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.96		1.40			7.11
Class C		1,000.00		1,014.16		2.15			10.91
Class I		1,000.00		1,019.23		1.15			5.84


Expense Table
	Beginning Account Value April 1, 2013		Ending Account Value September 30, 2013		Annualized Expense Ratio			Expenses Paid During Period*
Greater Asia ex Japan Opportunities Fund
Actual
Class A	$	1,000.00	$	936.60		1.80	%	$	8.74
Class C		1,000.00		932.50		2.55			12.35
Class I		1,000.00		937.50		1.55			7.53
Hypothetical (5% return before expenses)
Class A		1,000.00		1,015.93		1.80			9.14
Class C		1,000.00		1,012.12		2.55			12.95
Class I		1,000.00		1,017.20		1.55			7.87
Greater European Opportunities Fund
Actual
Class A	$	1,000.00	$	1,028.50		1.45	%	$	7.37
Class C		1,000.00		1,024.10		2.20			11.16
Class I		1,000.00		1,029.80		1.20			6.11
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.71		1.45			7.36
Class C		1,000.00		1,013.90		2.20			11.17
Class I		1,000.00		1,018.98		1.20			6.09
International Equity Fund
Actual
Class A	$	1,000.00	$	1,038.50		1.50	%	$	7.67
Class C		1,000.00		1,034.20		2.25			11.47
Class I		1,000.00		1,039.30		1.25			6.39
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.46		1.50			7.61
Class C		1,000.00		1,013.65		2.25			11.42
Class I		1,000.00		1,018.72		1.25			6.35
International Real Estate Securities Fund
Actual
Class A	$	1,000.00	$	995.50		1.50	%	$	7.50
Class C		1,000.00		990.90		2.25			11.23
Class I		1,000.00		995.50		1.25			6.25
Hypothetical (5% return before expenses)
Class A		1,000.00		1,017.46		1.50			7.61
Class C		1,000.00		1,013.65		2.25			11.42
Class I		1,000.00		1,018.72		1.25			6.35
International Small-Cap Fund
Actual
Class A	$	1,000.00	$	1,123.30		1.60	%	$	8.52
Class C		1,000.00		1,118.60		2.35			12.48
Class I		1,000.00		1,124.00		1.35			7.19
Hypothetical (5% return before expenses)
Class A		1,000.00		1,016.95		1.60			8.12
Class C		1,000.00		1,013.14		2.35			11.93
Class I		1,000.00		1,018.22		1.35			6.85

Expenses are equal to the relevant Funds’ annualized expense ratio, which is net of waived fees, reimbursed expenses, if applicable, multiplied by the average account value over the period, multiplied by the number of days (183) expenses were accrued in the most recent fiscal half-year, then divided by 365 to reflect the one-half year period.

For Funds which may invest in other funds, the annualized expense ratios noted above do not reflect fees and expenses associated with the underlying funds. If such fees and expenses had been included, the expenses would have been higher.

You can find more information about the Funds’ expenses in the Financial Statements section that follows. For additional information on operating expenses and other shareholder costs, refer to the prospectus.

The Barclays U.S. Aggregate Bond Index measures the U.S. investment grade fixed rate bond market. The index is calculated on a total return basis.

A type of unsecured, unsubordinated debt security. This type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed and no principal protections exists. ETNs are traded on a major exchange, such as the NYSE during normal trading hours.

The European Central Bank (ECB) is responsible for conducting monetary policy for the euro area. The ECB was established as the core of the Eurosystem and the European System of Central Banks (ESCB). The ESCB comprises the ECB and the national central banks (NCBs) of all 17 EU Member States whether they have adopted the Euro or not.

The FTSE EPRA/NAREIT Developed Rental ex U.S. Index is a free-float market capitalization index measuring international real estate securities, which meet minimum size, liquidity and investment focus criteria. The index is a sub-set of the FTSE EPRA/NAREIT Investment Focus Index Series, which separates the existing constituents into both Rental and Non-Rental Indices. A company is classified as Rental if the rental revenue from properties is greater than or equal to 70% of total revenue. The classification is based on revenue sources as disclosed in the latest published financial statement. The index is calculated on a total return basis with net dividends reinvested.

The FTSE EPRA/NAREIT Developed Rental Index is a free-float market capitalization index measuring global real estate securities, which meet minimum size, liquidity and investment focus criteria. The index is a sub-set of the FTSE EPRA/ NAREIT Investment Focus Index Series, which separates the existing constituents into both Rental and Non-Rental Indices. A company is classified as Rental if the rental revenue from properties is greater than or equal to 70% of total revenue. The classification is based on revenue sources as disclosed in the latest published financial statement. The index is calculated on a total return basis with net dividends reinvested.

A bank certificate issued in more than one country for shares in a foreign company. The shares are held by a foreign branch of an international bank. The shares trade as domestic shares, but are offered for sale globally through the various bank branches.

The Global Dividend Linked Benchmark consists of the MSCI World Infrastructure Sector Capped Index. This is a market capitalization weighted index that measures performance of global infrastructure companies by capturing broad and diversified opportunities across telecommunication, utilities, energy, transportation and social infrastructure sectors. The telecommunication infrastructure and utilities sector each represent one-third of the index weight, while energy, transportation and social infrastructure sectors have a combined weight of the remaining one-third of the index. Performance

of the Global Dividend Linked Benchmark prior to 9/1/2008 represents an allocation consisting of 65% MSCI USA/Utilities Index, 20% MSCI World Telecom Services Index, and 15% MSCI World ex USA/Utilities Index. The index is unmanaged and not available for direct investment.

The market value of all officially recognized final goods and services produced within a country in a given period.

J.P. Morgan Emerging Markets Bond Global Diversified Index (EMBI Global Diversified)

The J.P. Morgan Emerging Markets Bond Global Diversified Index (EMBI Global Diversified) is a uniquely-weighted version of the J.P. Morgan EMBI Global Index. The index limits the weights of those countries with larger debt stock by only including specified portions of these countries’ eligible current face amounts of debt outstanding. The countries covered in the EMBI Global Diversified Index are identical to those covered by the EMBI Global Index. The EMBI Global Index tracks total returns for U.S. dollar-denominated debt instruments issued by emerging market sovereign and quasi-sovereign entities: Brady bonds, loans, Eurobonds. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The MSCI AC Asia Pacific Japan Index (net) is a free float-adjusted market capitalization weighted index that measures equity market performance of developed and emerging markets in Asia (excluding Japan), as well as Australia and New Zealand. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The MSCI AC World Commodity Producer Sector Capped Index (net) is a market capitalization weighted index that measures performance of developed and emerging market commodity producers within the energy, metals and agriculture sectors. Each of the three sectors is equally weighted within the index. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The MSCI AC World Index ex U.S. Small Cap Index (Net) is a free float-adjusted market capitalization-weighted index that measures small cap equity performance of developed and emerging markets, excluding the U.S. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The MSCI EAFE^® (Europe, Australasia, Far East) Index is a free float-adjusted market capitalization index that measures equity market performance of developed markets, excluding the U.S. and Canada. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The MSCI Emerging Markets Index (net) is a free float-adjusted market capitalization-weighted index designed to measure equity market performance in the global emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The MSCI Europe Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of the developed markets in Europe. Currently, the MSCI Europe Index consists of the following 16 developed market country indices: Austria, Belgium, Denmark, Finland, France, Germany, Greece, Ireland, Italy, the Netherlands, Norway, Portugal, Spain, Sweden, Switzerland and the United Kingdom. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

A free float-adjusted market capitalization index that measures developed global market equity performance. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

The MSCI World Infrastructure Sector Capped Index is a market capitalization weighted index that measures performance of global infrastructure companies by capturing broad and diversified opportunities across telecommunication, utilities, energy, transportation and social infrastructure sectors. The telecommunication infrastructure and utilities sector each represent one-third of the index weight, while energy, transportation and social infrastructure sectors have a combined weight of the remaining one-third of the index. Prior to September 1, 2008, the index allocation was 65% MSCI USA/utilities index, 20% MSCI World Telcom Services index and 15% MSCI World ex USA utilities index. The index is unmanaged, its returns do not reflect any fees, expenses or sales charges and is not available for direct investment.

A bond which pays interest in the form of additional bonds, or preferred stock which pays dividends in the form of additional preferred stock.

A publicly traded company that owns, develops and operates income-producing real estate such as apartments, office buildings, hotels, shopping centers and other commercial properties.

The Thomson Reuters/Jefferies CRB Index is a weighted index designed to measure commodity performance. The index is calculated using 19 commodity sectors and rebalanced monthly to its fixed target weightings. The index is unmanaged and not available for direct investment.

The Fund is diversified and has an investment objective of seeking total return from current income and capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned -1.94%, Class C shares returned -2.68%, and Class I shares returned -1.80%. For the same period, the Barclays U.S. Aggregate Bond Index, a broad-based fixed income index, returned -1.68%, and the J.P. Morgan Emerging Markets Bond Global Diversified Index, the Fund’s style-specific benchmark appropriate for comparison, returned -4.06%.

How did the markets perform during the Fund’s fiscal year?

Below-investment grade credit spread sectors, such as U.S. high yield and bank loans, outperformed U.S. Treasuries and other more interest rate-sensitive fixed income sectors during the Fund’s fiscal year. Spread sectors were supported by an overall improvement in the U.S. macroeconomic environment, a stabilization of the eurozone economy, steady credit fundamentals, and continued demand by investors for higher yields.

The emerging market debt sector posted negative returns during the fiscal period due to wider spreads and higher U.S Treasury yields. Wider spreads reflected a weakening in emerging market fundamentals due to China’s slower growth, lower prices in many key commodities, and a sharp reversal of investor asset flows in the second half of the fiscal year (May to September 2013).

Meanwhile, U.S. Treasuries and more interest rate-sensitive fixed income sectors were negatively impacted by a sharp backup in U.S. Treasury yields during the fiscal year, reflecting the Fed’s change in policy tone in May 2013. At that time, Fed Chairman Ben Bernanke indicated that the Central Bank was likely to begin to unwind its quantitative easing program sooner than markets had



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.

Corporate Bonds and Notes			72	%
Financials	36	%
Energy	13
Materials	9
Industrials	6
All other Corporate Bonds and Notes	8
Foreign Government Securities			22
Other (includes short-term investments)			6

Total			100	%

Debt securities are subject to various risks, the most prominent of which are credit and interest rate risk. The issuer of a security may fail to make payments in a timely manner. Values of debt securities may rise and fall in response to changes in interest rates. This risk may be enhanced with longer-term maturities. There is a greater level of credit risk and price volatility involved with high yield securities than investment grade securities. Changes in interest rates can cause both extension and prepayment risks for asset and mortgage-backed securities. These securities are also subject to risks associated with the repayment of underlying collateral. There may be no ready market for loan participation interests. The fund may have to sell the interests at a substantial discount. Such interests are subject to the credit risk of the underlying corporate borrower. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.60%, Net 1.35%; C Shares: Gross 2.35%, Net 2.10%; I Shares: Gross 1.35%, Net 1.10%.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of seeking capital appreciation and income.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 2.19%, Class C shares returned 1.48%, and Class I shares returned 2.39%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the MSCI Emerging Markets Index (net), the Fund’s style-specific benchmark appropriate for comparison, returned 0.98%.

How did the market perform during the Fund’s fiscal year?

During the Fund’s fiscal year, global equity markets performed strongly, with the MSCI World Index (net) gaining 20.2%. Underpinning this performance was the consistent liquidity support from key central banks which have used various stimulus tools and extraordinary support measures along the way. In addition, economic fundamentals and corporate earnings also continued to slowly but steadily recover over the period.

Despite the positive performance of developed markets, emerging markets struggled during the period. Investor sentiment toward these economies has deteriorated as a result of various factors, including slowing growth in China and potential fears of a hard economic landing; weakness in commodity prices and emerging market currencies; and more recently, the prospect of the Federal Reserve tapering its bond buying program has initiated flows back into U.S. assets.

What factors affected the Fund’s performance during its fiscal period?

The Fund outperformed the benchmark MSCI Emerging Markets Index (net) during the fiscal year. In constructing the portfolio, we seek to ensure that all excess value is delivered through

security selection rather than through regional or sector bets. This is due to our conviction that the characteristics exhibited by companies and managements that are committed to paying and growing their dividends are powerful indicators of a company’s future health and profitability.

Our strategy proved beneficial during the year given the heightened level of uncertainty across the emerging markets. Investors emphasized companies generating stable and consistent earnings. As such, factors including high return on equity, high dividend yield, and low common equity issuance performed well and enabled the Fund to generate outperformance.

The Fund’s excess return relative to the benchmark was primarily achieved through security selection, with the best results coming from Latin America (Brazil, Chile, and Mexico) as well as Emerging Asia (Korea, Taiwan, and China).

The top two contributors to relative performance came from:

•

Anta Sports Products (China, consumer discretionary) – Anta, a leading sportswear manufacturer, has tightened its control on distributors and franchisees and offers superior production and distribution management.

•

SK Telecom (Korea, telecom) – As investors became increasingly concerned about the prospects for economic growth across the region, they sought refuge in the perceived safety of defensive stocks such as SK Telecom.

The preceding information is the opinion of portfolio management. Any such opinions are subject to change based on market or other conditions and should not be relied upon as investment advice. Past performance is no guarantee of future results and there guarantee that market forecasts will be realized.

There is no guarantee that the Fund will meet its objective.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.

Financials	30	%
Information Technology	11
Energy	9
Consumer Discretionary	8
Consumer Staples	8
Industrials	8
Materials	8
Other (includes short-term investments)	18

Total	100	%

The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. A fund that focuses its investments in a particular geographic location will be highly sensitive to financial, economic, political, and other developments affecting the fiscal stability of that location.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 2.20%, Net 1.75%; C Shares: Gross 2.95%, Net 2.50%; I Shares: Gross 1.95%, Net 1.50%.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned -8.61%, Class C shares returned -9.14%, and Class I shares returned -8.34%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the MSCI AC World Commodity Producer Sector Capped Index (net), the Fund’s style-specific benchmark appropriate for comparison, returned -3.60%.

How did the market perform during the Fund’s fiscal year?

For the fiscal year ending September 30, the total return for the S&P 500^® Index, while strong, did not come close to the outperformance of the prior year of 30.20%.

In June, the mere suggestion of the tapering of Fed monetary stimulus policies caused global market volatility, until assurances of their continuation was delivered in September.

Central bank monetary policy continued to be the supporting hand under the stock market, although company earnings tended to disappoint – the exception was the shale oil and gas sector. The shale oil boom has only begun, but it is already altering the global power balance in crude oil – a truly historic development.

Global economic growth is returning slowly but surely. We are now seeing tepid, but nonetheless positive, GDP growth in the eurozone and the United States; and Japan is experiencing a remarkable recovery after 22 years of somnolence.

Much has been said about the collapse of the commodity super-cycle during the past year, however, on a 10-year basis, prices of key commodities – copper, iron, gold, silver, corn, soybeans, and crude oil – have remained strong, and producing companies are profitable.

For the third straight year, global (Brent) oil prices have been trading above $100 a barrel, and U.S. (WTI) crude prices have been mostly in that range during all of that time.

As a country with no commodities of its own, Japan’s resurgence provides for increased demand for all commodities but especially energy given the shutdown of nuclear power plants and its need to import far more oil and gas in order to fuel its recovery.

In sum, the outlook is better and less risky for commodity producers than it has been for more than five years. (Precious metals are, as always, a special case.)

What factors affected the Fund’s performance during its fiscal year?

The Fund underperformed its benchmark by having a higher allocation to precious metals stocks than the benchmark at a time of sharply falling prices for gold and silver. Although we reduced our allocations during the period – cutting precious metals exposure to an all-time low for the Fund – in retrospect we should have moved sooner. We had assumed that as long as the Fed was expanding its balance sheet at prodigious rates, investors would continue to fear a return of inflation, which has, historically, followed every major central bank’s resort to printing money at record rates. We still believe this will happen, but it has not happened yet.

Otherwise, our stock selection was, in general, additive to results for the other commodity stock groups.

The Fund is now weighted toward stronger economic growth globally, if not for the U.S.

During the fiscal year, the big decisions we made in the portfolio were:

Industrials

In January, we initiated a macro-overlay to our portfolio asset allocation for Japan, in recognition of our conviction for the success of “Abenomics,” the economic policies of Prime Minister Shinzo Abe. Over the period we added two steel companies, (a sector we previously eschewed), and mining, energy, and agricultural equipment holdings,

bringing the Fund’s embedded exposure in export-oriented Japanese industrial companies to 8%.

Materials

We strengthened our energy allocation, primarily by including, for the first time, exposure to refining companies. Within the energy producing group, although we kept a good weighting in companies supplying advanced technology for the exploration and production of oil and gas, we added considerably to exploration and production (E&P) companies, with an increase in exposure to Alberta (Canada) oil sands producers.

Both energy technology companies and oil companies have been strong contributors to overall Fund performance. The outlook for U.S. natural gas prices remains dismally low, which is a bonus for the economy, but in our view is not an attractive commodity in which the Fund should invest.

The Fund’s allocation to agricultural-related companies was reduced significantly over the period. Last year’s U.S. drought was not repeated, and the chief grain-growing regions are expecting a record crop, resulting in a corresponding drop in grain prices. As a result, we reversed the emphasis in the agriculture sector of the portfolio in 2013 by increasing exposure to companies engaged in the production and distribution of meats.

We retained our overall weighting for mining companies but changed our emphasis to industrial metals from precious metals, reflecting our belief in a strengthening global economy.

There is no guarantee that the Fund will meet its objective.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.88%, Net 1.65%; C Shares: Gross 2.63%, Net 2.40%; I Shares: Gross 1.63%, Net 1.40%.

This chart assumes an initial investment of $10,000 made on March 15, 2011 (inception date of the Fund), for Class A, Class C, and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of both capital appreciation and current income.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 11.05%, Class C shares returned 10.23%, and Class I shares returned 11.23%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the Global Dividend Linked Benchmark, the Fund’s style-specific benchmark appropriate for comparison, returned 11.60%.

How did the market perform during the Fund’s fiscal year?

Over the past 12 months, developed world equity markets posted remarkably strong returns, hitting new highs throughout the year. Global central banks have continued to provide stimulus in an effort to support economies, which has in turn underpinned global stock market gains.

Slowly improving economies have outweighed political conflicts, both in the U.S. and abroad. Internationally, Europe appeared to be staging a tentative recovery, leading to significant outperformance relative to the U.S. equity market.

The Fed’s talk of “tapering” its monthly bond purchases was on again, off again during the second half of the fiscal year. The markets turned down in June following comments made by Fed Chairman Ben Bernanke that the U.S. central bank might taper its monthly bond purchases. Concerns over this potential policy change sent bond markets tumbling and weighed heavily on classic defensive sectors. The Fed’s decision in September not to taper its monthly bond purchases caused the markets to rally once again.

What factors affected the Fund’s performance during its fiscal year?

For the fiscal year ended September 30, 2013, the Fund posted solid absolute performance and performed mostly in line with its benchmark. It has

been difficult to keep pace with the world equity markets since defensive stocks have lagged as investors have looked to capitalize on budding economic growth. Unsurprisingly, this type of market does not favor our higher-yielding dividend strategy.

Transportation was the biggest contributor to relative performance as it outperformed all other sectors in the portfolio and was the Fund’s largest overweight. Fundamentally, transportation is benefiting from long contract periods, relatively low regulatory risk, and attractive demand prospects due to nascent economic improvements in Europe. A majority of the portfolio’s transportation holdings are located in Europe.

Utility stock selection positively contributed to the Fund’s results versus the benchmark. This was primarily due to the portfolio’s overweight in U.S.-regulated utilities, which posted strong performance in the first half of the year. The recovery last quarter in European utilities, an area where the portfolio is underweight, served as a partial offset. In our opinion, the recent strong performance by European utilities is being driven by broader market sentiment, and we are still concerned about negative fundamentals for these companies.

Despite solid returns in the communications sector, stock selection was the largest detractor for the Fund relative to the benchmark during the fiscal year. Lack of exposure to a strongly performing Japanese communications company was the main detractor. After posting significant gains over the past couple years, the Fund was negatively impacted by weakness in the overweight to tower holdings. A rebound in European communications stocks in the fourth fiscal quarter hurt as the Fund remains underweight due to continuing poor fundamentals.

The Fund’s energy holdings posted the weakest performance over the fiscal year, primarily due to poor results from a global energy storage company. In general, North American shale gas and oil development continues to provide opportunities for pipeline companies.

The preceding information is the opinion of portfolio management. Any such opinions are subject to change at any time based upon market or other

conditions and should not be relied upon as investment advice. Past performance is no guarantee of future results, and there is no guarantee that market forecasts will be realized.

There is no guarantee that the Fund will meet its objective.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.

Utilities	32	%
Energy	24
Telecommunication Services	23
Industrials	15
Consumer Discretionary	3
Financials	2
Other (includes short-term investments)	1

Total	100	%

The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. Investing internationally involves additional risks such as currency, political, accounting, economic, and market risk. A fund that focuses its investments in infrastructure-related companies will be more sensitive to conditions affecting their business or operations. A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

This chart assumes an initial investment of $10,000 made on December 30, 2004 (inception date of the Fund), for Class A and Class C shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 12.05%, Class B shares returned 11.22%, and Class C shares returned 11.29%. Class I shares returned 12.36% For the fiscal year ended September 30, 2012, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the MSCI AC World Index (net), the Fund’s style-specific benchmark appropriate for comparison, returned 17.73%.

How did the market perform during the Fund’s fiscal year?

The start of an aggressive quantitative easing program led to a spectacular rise and then fall in the Japanese stock market, accompanied by a falling yen against all the major currencies. Prime Minister Shinzo Abe’s LDP government announced three sets of initiatives (or “arrows” as they marketed them) that they will use to spur the economy into growth.

In Mexico, the newly elected PRI government of Enrique Peña Nieto made a strong impact with its ability to draw multi-party support for much needed reforms, including allowing foreign investment into the energy industry, raising Mexico’s low tax collection relative to GDP, and increasing the flexibility of labor laws.

In June, Standard & Poor’s downgraded Brazil’s BBB credit rating outlook to negative from stable on concerns of slow economic growth alongside expansionary fiscal policy. Greece was lowered from developed to emerging market status by MSCI – the first time MSCI has relegated a developed market country.

Equity markets were strong across most major economies with cyclical stocks and periphery European markets performing well, supported by coincident market indicators, including stable Chinese economic growth and low interest rates across southern Europe.

U.S. outlook began to improve but turned into a “rate normalization” scare following upbeat Federal Reserve comments that tested the structural integrity of a number of emerging markets to currency shock, as money that had streamed away from the U.S. and Europe since the 2008-2009 crisis flooded back.

By fiscal year end, most emerging market currencies had recovered lost ground and short-term rates were pulling back from the emergency measures used by central banks to keep investors from leaving. Focus shifted to the first U.S. government shutdown since 1996.

U.S. house prices continued to show solid improvement as measured by the S&P/Case-Shiller Home Price Index.

In the second quarter of 2013, after persistent disappointing economic data, the eurozone managed its first quarter on quarter growth (0.3%) in seven quarters, although it remained negative (-0.5%) against the second quarter of 2012. This positive bump alongside Angela Merkel’s CDU party winning the German elections is regarded as a positive step towards stability. General comfort was also reflected in the market signals of low interest rates across the European periphery with the Spanish and Italian 10-year sovereign rates both ending the quarter around 4.4%. However, we are not comfortable that a return to sustainable growth is close for the eurozone. While GDP numbers appear stable in aggregate for the eurozone, we see little growth ahead. Serious problems remain in the periphery and exports with a strong currency and slowing China could be challenging for exporters such as Germany.

In the second quarter of 2013, year-over-year GDP in Greece fell 4.6%, Spain 1.6%, Portugal 2%, and Italy 2%. These declines without a quick solution would not matter so much if there was a transfer of wealth mechanism within Europe as there is in the U.S., but there is not. If a country is running a deficit, it needs to borrow or be forced to undergo fiscal consolidation, which further weakens growth in the short term. In addition, European banks are shrinking their balance sheets (partly because of the need to improve their leverage ratios), which is another headwind to a return to sustained economic growth.

China recorded GDP growth of 7.5% in the second quarter of 2013, a slightly slower rate than the previous year, but still a breakneck pace in a global context.

What factors affected the Fund’s performance during its fiscal year?

Stock selection in the information technology sector contributed to the Fund’s relative performance for the fiscal year. The portfolio’s underweight to utilities was also beneficial to results, as the sector underperformed the overall index.

Stock selection within the materials sector hurt performance during the period. The portfolio’s selection of consumer staples companies detracted from performance, as did the Fund’s overweight exposure to the sector.

The Fund’s stock selection in the United States contributed to results during the fiscal year. The portfolio’s overweight to Switzerland also helped performance, as the country was one of the top performers in the MSCI ACWI.

The Fund’s overweight exposure to India detracted from relative performance during the period, as the country underperformed the overall MSCI ACWI. The portfolio’s stock selection in the United Kingdom also hurt performance.

On an absolute basis, leading contributors to performance were MasterCard (U.S.), Citigroup (U.S.), UBS (Switzerland), JPMorgan Chase (U.S.), and Visa (U.S.), while on a relative basis, top contributors were Citigroup, MasterCard, UBS, JPMorgan Chase, and Las Vegas Sands.

The largest detractors to performance on an absolute performance basis were Newcrest Mining (Australia), Goldcorp (Canada), Fresnillo (U.K.), HDFC Bank (India), and Housing Development Finance Corp. (India). On a relative basis, the biggest detractors to performance were Newcrest Mining, Goldcorp, HDFC Bank, Fresnillo, and Housing Development Finance Corp.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: 1.54%; B Shares: 2.29%; C Shares: 2.29%; I Shares: 1.29%.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has a primary investment objective of long-term capital appreciation and a secondary investment objective of income.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 6.48%, Class C shares returned 5.70%, and Class I shares returned 6.78%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the FTSE EPRA/NAREIT Developed Rental Index (net), the Fund’s style specific benchmark appropriate for comparison, returned 6.83%.

How did the market perform during the Fund’s fiscal year?

When the Fed signaled in May 2013 that it might taper its monthly bond purchases, bonds sold off in response, and we witnessed a nearly 100-basis point increase in U.S. 10-Year Treasury yields as of the Fund’s fiscal year-end.

Once the U.S. bond market shifted, the pendulum tilted to favor higher quality stocks, which can benefit from pricing power in the form of higher rents. In addition, following the turn in the U.S. bond market, cyclical-oriented equities performed better than defensive equities and fixed income securities were broadly disfavored. Emerging market equities suffered as capital headed for the exits and their currencies came under pressure.

Despite the Fed’s hint back in May that a bond taper might be forthcoming, U.S. fiscal policy concerns were likely part of the Fed’s decision in September to postpone reducing its pace of monthly bond market purchases until the economic visibility improves.

The Japanese returned the Liberal Democratic Party to power as its platform of more aggressive fiscal and monetary policy expansion was embraced; and Japanese equities rallied during the fiscal period as the early results of these policies have been favorable.

What factors affected the Fund’s performance during its fiscal year?

For the one-year period ending September 30, 2013, the Fund slightly trailed its style-specific benchmark. Given the Fund’s philosophy and style, we would expect the aforementioned lower quality outperformance windows in the fiscal year to present a challenge. Security selection was a positive contributor to performance during the period, while country allocation detracted from performance.

On a regional basis, Europe and Japan outperformed the style-specific benchmark and the U.S., Asia Pacific ex- Japan, and Canada lagged the benchmark.

Among the top 10 countries in the benchmark by index weight, the U.K, France, and Japan delivered strong performance, while Singapore, Australia, and Canada were weak.

Within the U.S., the self-storage, lodging, and industrial property sectors demonstrated the best total returns over the last 12 months and manufactured homes, regional malls, and apartments were the laggards.

From a country perspective, the most significant positive contributor to relative performance during the fiscal year was our stock selection within Canada. At the security level within Canada, our overweight exposure to a global office company with a presence in the U.S., Canada, and Australia, had the largest positive impact on performance as this company was subject to an acquisition offer at the end of the third quarter of 2013.

The second most meaningful positive contributor at a country level to relative performance was our allocation to, and stock selection within, the United Kingdom. Namely, the portfolio’s lack of exposure to a U.K. regional mall REIT and our overweight exposure to a U.K. mid-capitalization self-storage REIT were the most important drivers of this performance.

From a country perspective, the most significant detractor from relative performance during the fiscal year was the portfolio’s overweight allocation to Norway. The portfolio’s lone Norwegian holding disappointed the market with a write down associated with its large development/redevelopment pipeline.

The second most important relative performance detractor at a country level was the portfolio’s small exposure to Mexico. The portfolio’s one Mexican REIT holding was impacted by the emerging markets sell-off that began in the second quarter of 2013.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.
Retail REITs	25	%
Diversified REITs	16
Specialized REITs	15
Office REITs	12
Residential REITs	11
Real Estate Operating Companies	9
Industrial REITs	4
Other (includes short-term investments)	8

Total	100	%

The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. The fund may be negatively affected by factors specific to the real estate market, including interest rate, leverage, property, and management. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund. A fund that focuses its investments in a particular geographic location will be highly sensitive to financial, economic, political, and other developments affecting the fiscal stability of that location.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 2.21%, Net 1.40%; C Shares: Gross 2.96%, Net 2.15%; Class I Shares: Gross 1.96%, Net 1.15%.

This chart assumes an initial investment of $10,000 made on March 2, 2009 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of long-term capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 0.14%, Class C shares returned -0.65%, and Class I shares returned 0.42%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the MSCI AC Asia Pacific ex Japan Index (net) the Fund’s style-specific benchmark appropriate for comparison returned 7.15%.

How did the market perform during the Fund’s fiscal year?

The start of an aggressive quantitative easing program led to a spectacular rise and then fall in the Japanese stock market, accompanied by a falling yen against all the major currencies. Prime Minister Shinzo Abe’s LDP government announced three sets of initiatives (or “arrows” as they marketed them) that they will use to spur the economy into growth.

By fiscal year end, all major emerging market currencies except the Indian rupee and Indonesian rupiah had recovered lost ground, and by September short-term rates were pulling back from the sharp rises that had been put in place as emergency measures by central banks to keep investors from leaving.

The hardest hit currencies were those running current account deficits (CAD). The weaker currency and curbs put in place by the Indian authorities quickly led to a fall in the country’s CAD, and we anticipate the narrowing will continue, although we would not expect it to turn into a surplus. We regard the currency declines and changes that were made to stem ballooning CADs as healthy adjustments.

China recorded GDP growth of 7.5% in the second quarter of 2013, a breakneck pace in a global context. Also in China, there has been a spate of accusations of illegal activity by Chinese authorities and press against foreign consumer and pharmaceuticals companies.

What factors affected the Fund’s performance during its fiscal year?

Stock selection within the consumer staples sector contributed to the relative performance of the Fund during the fiscal year. The portfolio’s lack of exposure to energy helped performance, as the sector was one of the worst performers in the MSCI AC Asia Pacific ex Japan Index. The Fund’s out-of-index holdings in Bangladesh and Pakistan also helped relative performance during the year.

The portfolio’s selection of financials names detracted from results, as did its underweight to the sector. While the portfolio’s underweight to materials was positive, the portfolio’s stock selection within the space hurt relative performance. The portfolio’s overweight to India detracted from performance during the year, as the country underperformed the overall index. The portfolio’s selection of Chinese names also hurt performance, as did the portfolio’s underweight exposure to the country, which was a top performed in the index.

On an absolute basis, leading contributors to performance were British American Tobacco Bangladesh, Sands China (Hong Kong), HSBC Holdings (U.K.), Super Retail Group (Australia), and Unilever Pakistan, while on a relative basis, top contributors were British American Tobacco Bangladesh, Sands China, Super Retail Group, HSBC Holdings, and Sa Sa International Holdings (Hong Kong).

The largest detractors to performance on an absolute performance basis were Newcrest Mining (Australia), HDFC Bank (India), Baidu (China),

Jubilant Foodworks (India), and Housing Development Finance Corp. (India). On a relative basis, the biggest detractors to performance were Newcrest Mining, HDFC Bank, Baidu, Housing Development Finance Corp. and Jubilant Foodworks.

There is no guarantee that the Fund will meet its objective.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.

Consumer Staples	33	%
Financials	30
Consumer Discretionary	12
Health Care	6
Utilities	5
Industrials	4
Materials	4
Other (includes short-term investments)	6

Total	100	%

The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. A fund that focuses its investments in a particular geographic location will be highly sensitive to financial, economic, political, and other developments affecting the fiscal stability of that location.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 2.82%, Net 1.80%; C Shares: Gross 3.57%, Net 2.55%; Class I Shares: Gross 2.57%, Net 1.55%.

This chart assumes an initial investment of $10,000 made on April 21, 2009 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of long-term capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 15.92%, Class C shares returned 15.11%, and Class I shares returned 16.19%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the MSCI Europe Index (net), the Fund‘s style-specific benchmark appropriate for comparison, returned 24.23%.

How did the market perform during the Fund’s fiscal year?*

Earlier in the year, Italian political issues and the Cyprus bailout kept the region’s issues in the global spotlight. The Cyprus bailout, which was orchestrated by the European Central Bank, European Union, and the International Monetary Fund, kept the country in the eurozone. Markets rallied on the announcement of the deal; however, concerns about the competence of eurozone leadership, negative economic outcomes for Cyprus, and the effect of the deal on bank depositors in other eurozone countries remained.

Greece was lowered by MSCI from developed to emerging market status – the first time MSCI has relegated a developed market country.

Equity markets were strong across most major economies with cyclical stocks and periphery European markets performing well, supported by coincident market indicators including stable Chinese economic growth and low interest rates across southern Europe.

The U.S. economic outlook began to improve but turned into a “rate normalization” scare following upbeat Fed’s comments that tested the structural integrity of a number of emerging markets to currency shock, as money that had streamed away from the U.S. and Europe since the 2008-2009 crisis flooded back.

By fiscal year-end, most emerging market currencies had recovered lost ground and short-term interest rates were pulling back from the emergency measures used by central banks to keep investors from leaving. The focus then shifted to the first U.S. government shutdown since 1996.

What factors affected the Fund’s performance during its fiscal year?*

The Fund’s stock selection in energy, as well as its underweight exposure to the sector, contributed to performance versus the MSCI Europe Index (net) during the fiscal year. The portfolio’s lack of exposure to utilities was also beneficial to results, as the sector underperformed the overall index.

The Fund’s overweight to consumer staples dragged down performance for the year. Our stock

selection within the space also detracted. The financials names held in the portfolio hurt performance versus the MSCI Europe Index; and our underweight exposure to the sector was also a detractor.

The Fund’s selection of Italian stocks contributed to relative performance, as did the portfolio’s underweight to the country. The portfolio’s Swiss holdings performed better than those in the MSCI Europe Index, contributing to relative performance for the period.

While the portfolio’s underweight to the United Kingdom was positive during the year, our stock selection within the country detracted from performance. The Fund’s out-of-index exposure to the United States hurt relative results during the period.

On an absolute basis, leading contributors to performance were UBS (Switzerland), Barratt Developments (U.K.), Bureau Veritas (France), Zodiac Aerospace (France), and Core Laboratories (U.S.), while on a relative basis, top contributors were UBS, Barratt Developments, Zodiac Aerospace, Wirecard (Germany), and Luxottica Group (Italy).

The largest detractors to performance on an absolute performance basis were Fresnillo (U.K.), Statoil (Norway), Fresenius Medical Care (German), Paddy Power (Ireland), and Elekta (Sweden). On a relative basis, the biggest detractors to performance were Fresnillo, Philip Morris International (U.S.), British American Tobacco (U.K.), Statoil, and Paddy Power.

*	Unless fund is less than 1 year then it is fiscal period.

There is no guarantee that the Fund will meet its objective.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 2.68%, Net 1.45%; C Shares: Gross 3.43%, Net 2.20%; Class I Shares: Gross 2.43%, Net 1.20%.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of long-term capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 13.38%, Class C shares returned 12.53%, and Class I shares returned 13.68%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the MSCI EAFE^® Index (net), the Fund’s style-specific benchmark appropriate for comparison, returned 23.77%.

How did the market perform during the Fund’s fiscal year?

(Euclid Advisors LLC became the Fund’s subadvisor effective May 22, 2013, and Pyrford International Ltd. served as the subadviser from October 1, 2012 through May 21, 2013)

Euclid Advisors LLC

International stock markets, as represented by the MSCI EAFE Index (net), was up over 20% during the fiscal year, though experienced a challenging spring and early summer, largely driven by the Fed’s talk of tapering and the resulting sell-off in emerging markets. However, as the summer progressed and markets regained their composure, non-U.S. stocks rallied strongly through the end of September to produce a positive third quarter return.

In the spring, defensive sectors such as consumer staples began to weaken from their lofty valuations and concerns about emerging market growth, but as the rally began to gain momentum in mid-summer, it was the more cyclical sectors such as materials, industrials, and financials that led the way. Also, as a result of cheap valuations and takeovers talks, the European telecom sector performed very well over the summer and into the fall.

Pyrford International Ltd

For the year, developed markets posted strong returns, primarily boosted by the highly

accommodating monetary policies of global central banks. Japanese equities were particularly strong, as investors were optimistic that the newly elected government would be able to engineer an economic recovery. European equity markets were not quite as strong as their Japanese counterparts, though still posted solid gains. Emerging markets continued their relative underperformance over the period, with particular focus on falling commodity prices and a slowdown in China.

What factors affected the Fund’s performance during its fiscal year?

Euclid Advisors LLC

The Fund was well positioned for the rally in cyclical stocks during the third quarter of 2013, with an overweight to financials and industrials, and was a beneficiary of strong performance in those sectors. At the end of the third quarter, the Fund was still overweight more economically-sensitive sectors such as financial and industrials and underweight the more defensive sectors such as health care and consumer staples.

With Japan still pursuing major economic reforms, and Europe beginning to show positive growth, the international equity markets appear attractively valued with a favorable outlook.

Pyrford International Ltd

The Fund underperformed the MSCI EAFE^® Index (net) for the fiscal year, due mainly to the defensive nature of equities held in the portfolio.

The key detractor from performance was the portfolio’s large underweight allocation to Japanese equities which rallied over the period. However, stock selection in Japan was a key positive contributor. In addition, the Fund’s underweight to the Japanese yen was a strong positive contributor to currency returns, as was the underweight exposure to European equities.

There is no guarantee that the Fund will meet its objective.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.

Industrials	29	%
Financials	24
Materials	10
Consumer Discretionary	8
Telecommunication Services	4
Health Care	3
Information Technology	3
Other (includes short-term investments)	19

Total	100	%

Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.74%, Net 1.50%; C Shares: Gross 2.49%, Net 2.25%; Class I Shares: Gross 1.49%, Net 1.25%.

This chart assumes an initial investment of $10,000 made on September 16, 2010 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has a primary investment objective of long-term capital appreciation and a secondary investment objective of income.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 9.39%, Class C shares returned 8.55%, and Class I shares returned 9.66%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, the FTSE EPRA/NAREIT Developed Rental ex U.S. Index (Net), the Fund’s style-specific benchmark appropriate for comparison, returned 9.84%.

How did the market perform during the Fund’s fiscal year?

The U.S. presidential election and fiscal situation dominated the market’s attention in the fourth quarter of 2012 against a backdrop of improving global economic data.

Notably, during the first quarter of 2013, the Fed offered its first real look at how it would exit its open-ended quantitative easing program, just one quarter after starting it. The U.S. central bank established a shift from time-based metrics to a formula incorporating thresholds of 6.5% unemployment and 2.5% core CPI.

The second quarter of 2013 witnessed a fairly meaningful uptick in global interest rates sparked by a concern that the Fed would begin to remove some of its policy stimulus during the second half of 2013. The sudden rise in rates caught many by surprise and drove a healthy correction in fixed income securities and more interest rate-sensitive equities during the second quarter of 2013. Market actors were surprised again in September 2013 as the Fed decided not to reduce the pace of its monthly bond market purchases after signaling in May 2013 that this was likely.

Not surprisingly, given the nearly 1.00% increase in U.S. 10-Year Treasury bond yields during the fiscal period, cyclical-oriented equities performed better than defensive equities and fixed income securities were broadly disfavored. Emerging market equities suffered as capital headed for the exits and their currencies came under pressure.

What factors affected the Fund’s performance during its fiscal year?

For the one-year period ending September 30, 2013, the Fund slightly trailed its style-specific benchmark. Security selection was a positive contributor to performance during the period, while country allocation detracted from performance.

On a regional basis, Europe and Japan outperformed the style-specific benchmark and Asia Pacific ex- Japan and Canada lagged the benchmark.

Among the top 10 countries in the benchmark by index weight, the U.K, France, and Japan delivered strong performance, while Singapore, Australia, and Canada were weak.

From a country perspective, the most significant positive contributor to relative performance during the fiscal year was the Fund’s stock selection within Canada. At the security level within Canada, its overweight exposure to a global office company with a presence in the U.S., Canada, and Australia, had the largest positive impact on performance as this company was subject to an acquisition offer at the end of the third quarter of 2013.

The second most meaningful positive contributor to relative performance at a country level was the Fund’s allocation to, and stock selection within, the United Kingdom. Namely, the portfolio’s lack of exposure to a U.K. regional mall REIT and the portfolio’s overweight exposure to a U.K. mid-capitalization self-storage REIT were the most important drivers of this performance.

From a country perspective, the most significant detractor from relative performance during the fiscal year was the Fund’s overweight allocation to Norway. The Fund’s lone Norwegian holding disappointed the market with a write down associated with its large development/redevelopment pipeline.

The second most important detractor from relative performance at a country level was the Fund’s small

exposure to Mexico. The Fund’s one Mexican REIT holding was impacted by the emerging markets sell-off that began in the second quarter of 2013.

Going forward, we expect higher quality cash flow growth to play a more meaningful role in driving total returns as internal growth prospects (i.e., occupancy lift and rental rate pricing power) continue to improve against a backdrop of fairly limited new supply, and companies remain active with external growth initiatives.

There is no guarantee that the Fund will meet its objective.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.
Retail REITs	25	%
Real Estate Operating Companies	21
Diversified REITs	19
Office REITs	13
Industrial REITs	3
Diversified Real Estate Activities	3
Specialized REITs	1
Other (includes short-term investments)	15

Total	100	%

The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. The fund may be negatively affected by factors specific to the real estate market, including interest rate, leverage, property, and management. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. A fund that focuses its investments in a particular industry or sector will be more sensitive to conditions that affect that industry or sector than a non-concentrated fund. A fund that focuses its investments in a particular geographic location will be highly sensitive to financial, economic, political, and other developments affecting the fiscal stability of that location.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 1.82%, Net 1.50%; C Shares: Gross 2.57%, Net 2.25%; Class I Shares: Gross 1.57%, Net 1.25%.

This chart assumes an initial investment of $10,000 made on October 1, 2007 (inception date of the Fund), for Class A, Class C and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

The indexes are unmanaged and not available for direct investment; therefore, their performance does not reflect the expenses associated with active management of an actual portfolio.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

The Fund is diversified and has an investment objective of capital appreciation.

For the fiscal year ended September 30, 2013, the Fund’s Class A shares at NAV returned 31.97%, Class C shares returned 30.92%, and Class I shares returned 32.13%. For the same period, the S&P 500^® Index, a broad-based equity index, returned 19.34%, and the MSCI AC World Ex U.S. Small Cap Index (net), the Fund’s style-specific benchmark appropriate for comparison, returned 20.04%.

How did the market perform during the Fund’s fiscal year?

Developed international equity markets were strong during the Fund’s fiscal year, producing solid double-digit returns. Although returns were positive, equity markets have been volatile during the period given the continued uncertainty in the global macroeconomic environment. However, more recently, markets have shown strength on better-than-expected economic data from Europe and China, as well as the Fed’s decision in September to leave monetary policy unchanged. Europe, in particular, appears to have moved from recession into recovery following the July announcement that the second-quarter GDP rate turned positive for the first time since 2011. Signs of actual growth, including improved auto sales, coupled with the absence of any further government bailouts helped fuel a rally in European equities.

On the other hand, emerging markets underperformed developed markets, producing only slightly positive returns for the period. Several high-growth countries, such as Indonesia and India, declined significantly on currency and fiscal concerns. Growth in China clearly slowed during the period, but more recently, the growth rate appears to have at least stabilized with the country reporting improved manufacturing and export data.

Most sectors were strongly positive for the Fund’s fiscal year, with utilities, consumer discretionary, and information technology posting the strongest performance. Materials was the only sector to post a negative return for the period, followed by energy which was only modestly positive.

What factors affected the Fund’s performance during its fiscal year?

The Fund outperformed the MSCI AC World Ex-U.S. Small Cap Index (net) during the Fund’s fiscal year. The Fund tended to own larger positions than most managers and many of these positions are not highly correlated with the markets in which they trade. This will, at times, result in Fund performance that varies significantly from the benchmark.

An example of this is the Fund’s relative performance in the materials sector. The Fund currently owns no commodity producers, which allowed its materials stocks to generate strong returns during a period where weak commodity prices led to a decline for materials stocks in the benchmark. Likewise, the Fund’s emerging markets holdings produced strongly positive returns versus a modest single-digit return for the benchmark.

The preceding information is the opinion of portfolio management. Any such opinions are subject to change at any time based on market and or other conditions and should not be relied upon as investment advice. Past performance is no guarantee of future results and there is no guarantee market forecasts will be realized.

There is no guarantee that the Fund will meet its objective.



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.

Industrials	29	%
Materials	13
Financials	12
Consumer Discretionary	8
Health Care	6
Information Technology	6
Energy	5
Other (includes short-term investments)	21

Total	100	%

The market price of equity securities may be affected by financial market, industry, or issuer-specific events. Focus on a particular style or on small or medium-sized companies may enhance that risk. Investing internationally, especially in emerging markets, involves additional risks such as currency, political, accounting, economic, and market risk. Because the fund has a limited number of securities, it may be more susceptible to factors adversely affecting its securities than a less concentrated fund.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.

Fund Expense Ratios⁶: A Shares: Gross 2.18%, Net 1.60%; C Shares: Gross 2.93%, Net 2.35%; I Shares: Gross 1.93%, Net 1.35%.

This chart assumes an initial investment of $10,000 made on September 5, 2013 (inception date of the Fund), for Class A, Class C, and Class I shares including any applicable sales charges or fees. Performance assumes reinvestment of dividends and capital gain distributions.

For information regarding the indexes and certain investment terms, see the Key Investment Terms starting on page 4.


	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—25.8%
Argentine Republic PIK Interest Capitalization Interest—5.77%, Capitalization 2.51%, 12/31/31⁽⁹⁾	$	215		$	138
Bolivarian Republic of Venezuela
RegS 5.750%, 2/26/16⁽⁴⁾		480			434
RegS 7.000%, 12/1/18⁽⁴⁾		70			59
RegS 12.750%, 8/23/22⁽⁴⁾		30			30
7.650%, 4/21/25		775			562
9.375%, 1/13/34		325			258
Dominican Republic 144A 5.875%, 4/18/24⁽³⁾		100			93
Federation of Russia 144A
7.850%, 3/10/18⁽³⁾		5,000	^RUB		160
Series 6207 8.150%, 2/3/27		3,610	^RUB		117
Hellenic Republic
2.000%, 2/24/23⁽²⁾		40	^EUR		34
2.000%, 2/24/27⁽²⁾		235	^EUR		170
Honduras Republic 7.500%, 3/15/24		200			171
Hungary
6.375%, 3/29/21		110			118
5.375%, 2/21/23		76			74
Kingdom of Morocco 144A 4.250%, 12/11/22⁽³⁾		200			182
Mongolia 144A 5.125%, 12/5/22⁽³⁾		200			171
Republic of Angola (Northern Lights III BV) RegS 7.000%, 8/16/19⁽⁴⁾⁽⁵⁾		250			269
Republic of Belarus 8.950%, 1/26/18		100			95
Republic of Cote d’ Ivoire 144A 5.750%, 12/31/32⁽²⁾⁽³⁾		100			89
Republic of Croatia 144A 6.375%, 3/24/21⁽³⁾		300			310
Republic of Ecuador 144A 9.375%, 12/15/15⁽³⁾		100			105
Republic of El Salvador 144A 7.650%, 6/15/35⁽³⁾		70			71
Republic of Guatemala 144A 4.875%, 2/13/28⁽³⁾		200			184
Republic of Indonesia Series FR-30, 10.750%, 5/15/16		1,475,000	^IDR		138
Series FR63, 5.625%, 5/15/23		624,000	^IDR		44
Republic of Peru 144A 6.900%, 8/12/37⁽³⁾		400	^PEN		150
Republic of Philippines 4.950%, 1/15/21		5,000	^PHP		124
Republic of Poland 5.750%, 10/25/21		300	^PLZ		105
Republic of Portugal Treasury Obligation 4.950%, 10/25/23		45	^EUR		53
Republic of Serbia 144A 6.750%, 11/1/24⁽²⁾⁽³⁾		79			77


	PAR VALUE			VALUE
FOREIGN GOVERNMENT SECURITIES—continued
Republic of South Africa Series R208, 6.750%, 3/31/21		1,470	^ZAR	$	141
Republic of Sri Lanka 144A 5.875%, 7/25/22⁽³⁾	$	200			185
Republic of Turkey
9.000%, 3/8/17		155	^TRY		77
5.125%, 3/25/22		200			199
6.750%, 5/30/40		225			235
Republic of Uruguay 4.375%, 12/15/28⁽⁸⁾		4,858	^UYU		237
Republic of Zambia 144A 5.375%, 9/20/22⁽³⁾		200			176
Romania 144A 6.750%, 2/7/22⁽³⁾		150			172
Ukraine
144A 7.950%, 6/4/14⁽³⁾		200			191
144A 6.580%, 11/21/16⁽³⁾		200			173
144A 7.750%, 9/23/20⁽³⁾		325			279
144A 7.500%, 4/17/23⁽³⁾		200			166
United Mexican States
Series M, 6.000%, 6/18/15		3,855	^MXN		305
Series M, 6.500%, 6/9/22		2,250	^MXN		178
TOTAL FOREIGN GOVERNMENT SECURITIES
(Identified Cost $8,013)					7,299

CORPORATE BONDS AND NOTES—71.5%

Austria—0.7%
Sappi Papier Holding GmbH 144A 8.375%, 6/15/19⁽³⁾		200			210


Bermuda—1.8%
Aircastle Ltd. 6.250%, 12/1/19		100			106
Digicel Group Ltd. 144A 8.250%, 9/30/20⁽³⁾		200			208
GeoPark Latin America Ltd. (Agencia en Chile) 144A 7.500%, 2/11/20⁽³⁾		200			201

					515


Brazil—4.8%
Banco ABC Brasil SA 144A 7.875%, 4/8/20⁽³⁾		100			101
Banco do Brasil SA 144A 9.250%,^(2)(3)(6)(7)		200			213
Banco Santander Brasil SA 144A 8.000%, 3/18/16⁽³⁾		300	^BRL		125
Banco Votorantim SA 144A 7.375%, 1/21/20⁽³⁾		125			130
BRF SA 144A 7.750%, 5/22/18⁽³⁾		400	^BRL		143
Embraer SA 5.150%, 6/15/22		100			97
Gerdau Holdings, Inc. 144A 7.000%, 1/20/20⁽³⁾		125			133
Itau Unibanco Holding SA RegS 5.650%, 3/19/22⁽⁴⁾		250			238


	PAR VALUE			VALUE
Brazil—continued
Vale SA
5.625%, 9/11/42	$	200		$	174

					1,354


Canada—0.5%
Eldorado Gold Corp. 144A 6.125%, 12/15/20⁽³⁾		45			44
Pacific Rubiales Energy Corp. 144A 5.125%, 3/28/23⁽³⁾		100			90

					134


Cayman Islands—6.7%
Braskem Finance Ltd. 144A 5.375%, 5/2/22⁽³⁾		200			187
Country Garden Holdings Co., Ltd. 144A 7.500%, 1/10/23⁽³⁾		200			194
Hutchison Whampoa International Ltd. Series 12, 144A 6.000%,^(2)(3)(6)(7)		325			342
IPIC GMTN Ltd. 144A 6.875%, 11/1/41⁽³⁾		250			301
Kaisa Group Holdings Ltd. 144A 8.875%, 3/19/18⁽³⁾		200			202
MIE Holdings Corp. 144A 9.750%, 5/12/16⁽³⁾		200			206
Petrobras International Finance Co. 6.750%, 1/27/41		300			290
Voto-Votorantim Ltd. 144A 6.750%, 4/5/21⁽³⁾		175			187

					1,909


Chile—3.8%
Automotores Gildemeister SA 144A 6.750%, 1/15/23⁽³⁾		150			118
Banco Santander Chile 144A 3.875%, 9/20/22⁽³⁾		200			185
Cencosud SA 144A 4.875%, 1/20/23⁽³⁾		200			189
CorpGroup Banking SA 144A 6.750%, 3/15/23⁽³⁾		250			214
Inversiones CMPC SA 144A 4.375%, 5/15/23⁽³⁾		200			186
SACI Falabella RegS 6.500%, 4/30/23⁽⁴⁾		100,000	^CLP		185

					1,077


China—0.6%
China Railway Resources Huitung Ltd. 3.850%, 2/5/23		200			184


Colombia—1.0%
Bancolombia SA 5.125%, 9/11/22		250			228


	PAR VALUE			VALUE
Colombia—continued
Ecopetrol SA 5.875%, 9/18/23	$	65		$	68

					296


Georgia—0.7%
Bank of Georgia JSC 144A 7.750%, 7/5/17⁽³⁾		200			206


Greece—0.3%
Hellenic Railways 5.460%, 1/30/14		75	^EUR		98


Hong Kong—0.8%
Bank of China Hong Kong Ltd. 144A 5.550%, 2/11/20⁽³⁾		200			217


India—1.7%
Bank of India 144A 3.625%, 9/21/18⁽³⁾		200			189
ICICI Bank Ltd. 144A 6.375%, 4/30/22⁽²⁾⁽³⁾		300			281

					470


Indonesia—3.0%
Pertamina Persero PT
144A 5.250%, 5/23/21⁽³⁾		200			190
144A 4.875%, 5/3/22⁽³⁾		200			182
144A 6.000%, 5/3/42⁽³⁾		275			223
Perusahaan Listrik Negara PT 144A 5.500%, 11/22/21⁽³⁾		250			240

					835


Ireland—4.0%
Alfa Bank OJSC 144A 7.500%, 9/26/19⁽³⁾⁽⁵⁾		200			207
EuroChem Mineral & Chemical Co. OJSC 144A 5.125%, 12/12/17⁽³⁾⁽⁵⁾		200			200
Metalloinvest Finance Ltd. 144A 5.625%, 4/17/20⁽³⁾		200			194
Nomos Bank Via Nomos Capital plc 144A 7.250%, 4/25/18⁽³⁾⁽⁵⁾		200			201
Novatek OAO (Novatek Finance Ltd.) 144A 4.422%, 12/13/22⁽³⁾⁽⁵⁾		200			184
Vimpel Communications OJSC (VIP Finance Ireland Ltd.) 144A 9.125%, 4/30/18⁽³⁾		125			145

					1,131

Israel—0.8%
Israel Electric Corp. Ltd. RegS 7.250%, 1/15/19⁽⁴⁾		200			219


	PAR VALUE			VALUE
Kazakhstan—3.8%
Development Bank of Kazakhstan JSC 144A 4.125%, 12/10/22⁽³⁾	$	200		$	184
Eurasian Development Bank 144A 4.767%, 9/20/22⁽³⁾		200			187
Kazakhstan Temir Zholy Finance BV 144A 6.950%, 7/10/42⁽³⁾		200			202
Kazkommerts Bank International BV 144A 7.875%, 4/7/14⁽³⁾		100			102
KazMunayGas National Co. JSC 144A 5.750%, 4/30/43⁽³⁾		200			176
Zhaikmunai LP 144A 7.125%, 11/13/19⁽³⁾		200			210

					1,061


Luxembourg—6.3%
ALROSA Finance SA 144A 7.750%, 11/3/20⁽³⁾		200			223
Altice Financing SA 144A 7.875%, 12/15/19⁽³⁾		200			212
Expro Finance Luxembourg SCA 144A 8.500%, 12/15/16⁽³⁾		100			105
Gazprom Neft OAO (GPN Capital SA) 144A 4.375%, 9/19/22⁽³⁾⁽⁵⁾		200			184
QGOG Constellation SA 144A 6.250%, 11/9/19⁽³⁾		200			191
Sberbank of Russia (Sberbank Capital SA) 144A 5.125%, 10/29/22⁽³⁾⁽⁵⁾		400			373
Severstal OAO (Steel Capital SA) 144A 6.700%, 10/25/17⁽³⁾⁽⁵⁾		100			107
TMK OAO Via (TMK Capital) SA 144A 6.750%, 4/3/20⁽³⁾⁽⁵⁾		200			191
Wind Acquisition Finance S.A. 144A 7.250%, 2/15/18⁽³⁾		200			208

					1,794


Mexico—4.2%
Alpek SA de C.V. 144A 5.375%, 8/8/23⁽³⁾		200			198
America Movil SAB de CV Series 12 6.450%, 12/5/22		2,000	^MXN		143
Banco Bilbao Vizcaya Argentaria Bancomer SA 144A 6.750%, 9/30/22⁽³⁾		150			155
Cemex SAB de CV 144A 5.875%, 3/25/19⁽³⁾		200			192
Grupo Televisa SAB 7.250%, 5/14/43		2,000	^MXN		129
Mexichem SAB de CV 144A 4.875%, 9/19/22⁽³⁾		200			194


	PAR VALUE			VALUE
Mexico—continued
Petroleos Mexicanos 5.500%, 6/27/44	$	200		$	182

					1,193


Netherlands—1.6%
Bharti Airtel International Netherlands BV 144A 5.125%, 3/11/23⁽³⁾		200			181
Lukoil International Finance BV 144A 4.563%, 4/24/23⁽³⁾		200			186
Petrobras Global Finance BV 4.375%, 5/20/23		100			91

					458


Panama—1.2%
AES El Salvador Trust II 144A 6.750%, 3/28/23⁽³⁾		200			191
Banco Latinoamericano de Comercio Exterior SA 144A 3.750%, 4/4/17⁽³⁾		150			151

					342


Peru—2.8%
Banco Bilbao Vizcaya Argentaria S.A. Banco Continental SA 144A 5.000%, 8/26/22⁽³⁾		125			120
Banco de Credito del Peru 144A 5.375%, 9/16/20⁽³⁾		200			201
Banco Internacional del Peru SAA 144A 5.750%, 10/7/20⁽³⁾		100			99
Transportadora de Gas del Peru SA 144A 4.250%, 4/30/28⁽³⁾		200			173
Volcan Compania Minera SAA 144A 5.375%, 2/2/22⁽³⁾		200			190

					783


Russia—2.0%
AHML Finance Ltd. 144A 7.750%, 2/13/18		5,000	^RUB		150
Brunswick Rail Finance Ltd. 144A 6.500%, 11/1/17⁽³⁾		200			201
VTB Bank OJSC 144A 9.500%, 12/1/49^(2)(3)(5)		200			214

					565


Sri Lanka—0.7%
Bank of Ceylon 144A 6.875%, 5/3/17⁽³⁾		200			200


Sweden—0.7%
PKO Finance AB 144A 4.630%, 9/26/22⁽³⁾⁽⁵⁾		200			196


	PAR VALUE			VALUE
Thailand—1.4%
Bangkok Bank PCL 144A 3.300%, 10/3/18⁽³⁾	$	200		$	199
PTT Global Chemical plc 144A 4.250%, 9/19/22⁽³⁾		200			190

					389


Trinidad and Tobago—0.3%
Petroleum Co. of Trinidad & Tobago Ltd. RegS 6.000%, 5/8/22⁽⁴⁾		75			80


Turkey—4.2%
Akbank TAS 144A 7.500%, 2/5/18		300	^TRY		135
Arcelik AS 144A 5.000%, 4/3/23⁽³⁾		200			173
KOC Holding AS 144A 3.500%, 4/24/20⁽³⁾		200			170
Turkiye Is Bankasi AS 144A 6.000%, 10/24/22⁽³⁾		200			183
Turkiye Garanti Bankasi AS 144A 5.250%, 9/13/22⁽³⁾		200			184
Turkiye Sise Ve Cam Fabrikalari AS 144A 4.250%, 5/9/20⁽³⁾		200			174
Yapi ve Kredi Bankasi AS 144A 4.000%, 1/22/20⁽³⁾		200			179

					1,198


Ukraine—0.9%
DP World Ltd. 144A 6.850%, 7/2/37⁽³⁾		250			251


United Arab Emirates—1.1%
Abu Dhabi National Energy Co. 144A 5.875%, 12/13/21⁽³⁾		275			306


United Kingdom—1.2%
Lloyds TSB Bank plc 144A 6.500%, 9/14/20⁽³⁾		100			110
Vedanta Resources plc 144A 9.500%, 7/18/18⁽³⁾		200			221

					331


United States—3.3%
Brazil Loan Trust 1 144A 5.477%, 7/24/23⁽³⁾		250			257
First Data Corp.
11.250%, 3/31/16		32			32
144A 10.625%, 6/15/21⁽³⁾		40			41
144A 11.750%, 8/15/21⁽³⁾		50			49
Reliance Holdings USA, Inc. 144A 5.400%, 2/14/22⁽³⁾		250			251
Reynolds Group Issuer, Inc. 8.250%, 2/15/21		100			101
Sealed Air Corp. 144A 6.500%, 12/1/20⁽³⁾		25			26


	PAR VALUE			VALUE
United States—continued
Tronox Finance LLC 144A 6.375%, 8/15/20⁽³⁾	$	170		$	169

					926


Venezuela—4.1%
Corp Andina de Fomento 4.375%, 6/15/22		200			199
Petroleos de Venezuela SA RegS 8.500%, 11/2/17⁽⁴⁾		1,055			959

					1,158


Virgin Islands (British)—0.4%
Arcos Dorados Holdings, Inc. 144A 10.250%, 7/13/16⁽³⁾		275	^BRL		123
TOTAL CORPORATE BONDS AND NOTES (Identified Cost $21,495)					20,209

LOAN AGREEMENTS⁽²⁾—0.4%

Information Technology—0.4%
Alcatel-Lucent U.S.A., Inc. 5.750%, 1/30/19		99			101
TOTAL LOAN AGREEMENTS (Identified Cost $100)					101
TOTAL LONG TERM INVESTMENTS—97.7%
(Identified Cost $29,608)					27,609

	SHARES
SHORT-TERM INVESTMENTS—1.3%

Money Market Mutual Funds—1.3%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		376,400			376
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $376)					376
TOTAL INVESTMENTS—99.0% (Identified Cost $29,984)					27,985	⁽¹⁾
Other assets and liabilities, net—1.0%					275

NET ASSETS—100.0%				$	28,260

Abbreviations:

PIK	Payment-in-Kind Security

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Variable or step coupon security; interest rate shown reflects the rate in effect at September 30, 2013.

⁽³⁾	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2013, these securities amounted to a value of $18,593 or 65.8% of net assets.

⁽⁴⁾	Regulation S security. Security is offered and sold outside of the United States, therefore, it is exempt from registration with the SEC under rules 903 and 904 of the Securities Act of 1933.

⁽⁵⁾	This note was issued for the sole purpose of funding a loan agreement between the issuer and the borrower. As the credit risk for this security lies solely with the borrower, the name represented here is that of the borrower.

⁽⁶⁾	No contractual maturity date

⁽⁷⁾	Interest payments may be deferred.

⁽⁸⁾	Principal amount is adjusted pursuant to the change in the Index.

⁽⁹⁾	69.7% of the income received was in cash and 30.3% in PIK.

Foreign Currencies:

BRL	Brazilian Real

CLP	Chilean Peso

EUR	European Currency Unit

IDR	Indonesian Rupiah

MXN	Mexican Peso

PEN	Peruvian Nuevo Sol

PHP	Philippines Peso

PLZ	Polish Zloty

RUB	Russian Ruble

TRY	Turkish Lira

UYU	Uruguayan Peso

ZAR	South African Rand


Country Weightings (Unaudited)^†
Venezuela	9	%
Cayman Islands	7
Luxembourg	6
Mexico	6
Turkey	6
Brazil	5
United States	5
Other	56
Total	100	%
^† % of total investments as of September 30, 2013

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	SHARES		VALUE
PREFERRED STOCK—3.8%

Consumer Staples—2.0%
Companhia Brasileira de Distribuicao Grupo Pao de Acucar 2.420% (Brazil)		400	$	19
Companhia de Bebidas das Americas 2.290% (Brazil)		4,600		176

				195


Materials—0.4%
Klabin SA (Brazil) 2.54%		8,200		43


Utilities—1.4%
Cia Energetica de Sao Paulo, Class B (Brazil) 3.83%		4,900		51
Companhia Paranaense de Energia 1.490%, Class B (Brazil)		5,900		83

				134
TOTAL PREFERRED STOCK (Identified Cost $355)				372

COMMON STOCKS—90.8%

Consumer Discretionary—7.7%
Anta Sports Products Ltd. (China)		68,000		88
Arcelik AS (Turkey)		5,192		30
Bosideng International Holdings Ltd (Hong Kong)		180,000		43
China Motor Corp. (Taiwan)		61,000		55
Cia Hering (Brazil)		2,200		33
Halla Visteon Climate Control Corp. (South Korea)		2,050		78
Kangwon Land, Inc. (South Korea)		3,570		95
Lojas Renner S.A. (Brazil)		2,400		69
MRV Engenharia e Participacoes S.A. (Brazil)		8,300		34
Naspers Ltd. (South Africa)		709		65
Parkson Holdings Bhd (Malaysia)		16,100		19
Pou Chen Corp. (Taiwan)		16,000		19
Truworths International Ltd. (South Africa)		4,007		36
UMW Holdings Bhd (Malaysia)		28,400		103

				767


Consumer Staples—6.3%
Almacenes Exito SA (Colombia)		1,216		21
Foschini Group Ltd/The (South Africa)		3,280		34
Hite Jinro (South Korea)		1,910		49
Indofood Sukses Makmur Tbk PT (Indonesia)		48,500		29
Kimberly-Clark de Mexico S.A.B. de C.V. Class A (Mexico)		16,000		47
KT&G Corp. (South Korea)		2,818		202
President Chain Store Corp. (Taiwan)		10,000		72
Souza Cruz S.A. (Brazil)		4,700		56
Spar Group Ltd. (The) (South Africa)		4,459		54


	SHARES		VALUE
Consumer Staples—continued
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		23,000	$	60

				624


Energy—9.2%
China Petroleum & Chemical Corp. Class H (China)		73,800		58
China Shenhua Energy Co., Ltd. Class H (China)		24,000		73
CNOOC Ltd. (China)		61,000		124
Ecopetrol S.A. (Colombia)		43,514		100
Lukoil OAO Sponsored ADR (Russia)		2,000		127
PTT PCL (Thailand)		4,400		44
Sasol Ltd. (South Africa)		3,259		156
Tambang Batubara Bukit Asam Persero Tbk PT (Indonesia)		42,000		46
Tatneft OAO (Russia)		3,667		146
Ultrapar Participacoes S.A. (Brazil)		1,400		34

				908


Financials—30.7%
African Bank Investments Ltd. (South Africa)		19,045		32
Agricultural Bank of China Ltd. (China)		140,000		64
Alliance Financial Group Bhd (Malaysia)		52,100		80
AMMB Holdings Bhd (Malaysia)		43,300		98
Banco de Chile (Chile)		410,690		62
Banco do Brasil SA (Brazil)		8,600		100
Banco Santander Chile SA (Chile)		4,210,001		275
Bank of China Ltd. (China)		610,000		278
Bank of the Philippine Islands (Philippines)		21,750		48
Barclays Africa Group Ltd. (South Africa)		1,679		25
BR Malls Participacoes SA (Brazil)		1,900		17
BR Properties SA (Brazil)		3,500		31
China Construction Bank Corp. (China)		384,000		296
China Minsheng Banking Corp. Ltd. (China)		45,000		54
Compartamos SAB de C.V. (Mexico)		38,300		71
Dongbu Insurance Co., Ltd. (South Korea)		2,300		99
Farglory Land Development Co., Ltd. (Taiwan)		56,000		104
FirstRand Ltd. (South Africa)		17,554		58
Grupo Financiero Inbursa Sab de CV (Mexico)		19,300		44
Guangzhou R&F Properties Co., Ltd. (China)		40,000		62
Highwealth Construction Corp. (Taiwan)		7,400		16
Hyundai Marine & Fire Insurance Co., Ltd. (South Korea)		4,560		124


	SHARES		VALUE
Financials—continued
Industrial & Commercial Bank of China Ltd. (China)		374,000	$	261
Industrial Bank of Korea (South Korea)		3,260		36
Komercni Banka A.S. (Czech Republic)		439		98
OTP Bank plc (Hungary)		1,603		32
Porto Seguro S.A. (Brazil)		2,300		29
Powszechna Kasa Oszczednosci Bank Polski S.A. (Poland)		12,836		152
Powszechny Zaklad Ubezpieczen S.A. (Poland)		654		89
Redefine Properties Ltd. (South Africa)⁽²⁾		56,379		55
Samsung Fire & Marine Insurance Co., Ltd. (South Korea)		234		54
Siam Commercial Bank PCL (Thailand)		13,800		69
Soho China Ltd. (China)		60,000		52
Standard Bank Group Ltd. (South Africa)		6,286		75

				3,040


Health Care—0.2%
Kalbe Farma Tbk PT (Indonesia)		150,500		15


Industrials—8.2%
Aboitiz Equity Ventures, Inc. (Philippines)		82,900		86
Alfa Sab de CV (Mexico)		11,700		31
Arteris SA (Brazil)		5,700		49
China Communications Construction Co., Ltd. (China)		33,000		26
CTCI Corp. (Taiwan)		4,000		6
Ecorodovias Infraestrutura e Logistica SA (Brazil)		5,500		38
Grupo Aeroportuario del Pacifico Sab de CV (Mexico)		6,800		35
Grupo Carso Sab de CV (Mexico)		9,700		52
Imperial Holdings Ltd (South Africa)		686		15
Jiangsu Expressway Co., Ltd. (China)		70,000		83
Reunert Ltd. (South Africa)		6,730		49
S-1 Corp. (South Korea)		895		54
Samsung Engineering Co., Ltd. (South Korea)		617		47
Samsung Heavy Industries Co., Ltd. (South Korea)		1,130		45
Taiwan Cement Corp (Taiwan)		42,000		61
Teco Electric and Machinery Co., Ltd. (Taiwan)		55,000		58
Zhejiang Expressway Co., Ltd. (China)		86,000		79

				814


Information Technology—11.4%
Asustek Computer, Inc. (Taiwan)		14,000		112
Catcher Technology Co., Ltd. (Taiwan)		9,000		48
Cielo SA (Brazil)		1,920		52
Kinsus Interconnect Technology Corp. (Taiwan)		13,000		46


	SHARES		VALUE
Information Technology—continued
Lite-On Technology Corp. (Taiwan)		44,184	$	75
MStar Semiconductor, Inc. (Taiwan)		5,000		46
Quanta Computer, Inc. (Taiwan)		52,000		113
Radiant Opto-Electronics Corp. (Taiwan)		39,260		140
Taiwan Semiconductor Manufacturing Co., Ltd. (Taiwan)		108,000		367
Transcend Information, Inc. (Taiwan)		43,000		135

				1,134


Materials—7.9%
Cementos Argos SA (Colombia)		1,981		10
China Bluechemical Ltd. Class H (China)		92,000		54
Grupo Mexico S.A.B. de C.V. Series B (Mexico)		34,600		104
Industrias Penoles S.A.B de C.V. (Mexico)		3,450		101
Jiangxi Copper Co., Ltd. (China)		47,000		92
Kumba Iron Ore Ltd. (South Africa)		2,701		125
Nampak Ltd (South Africa)		5,039		16
Petronas Chemicals Group BHD (Malaysia)		29,300		62
PTT Global Chemical PCL (Thailand)		51,300		121
Shougang Fushan Resources Group Ltd. (Hong Kong)		228,000		77
Uralkali OJSC Sponsored GDR (Russia)		664		17

				779


	SHARES		VALUE
Telecommunication Services—6.9%
Advanced Info Service PCL (Thailand)		5,100	$	42
China Communications Services Corp. Ltd. (China)		90,000		52
China Mobile Ltd. (Hong Kong)		18,500		207
MTN Group Ltd. (South Africa)		3,441		67
SK Telecom Co., Ltd. (South Korea)		704		143
Telekomunikasi Indonesia Persero Tbk PT (Indonesia)		276,000		50
Tim Participacoes S.A. (Brazil)		6,800		32
Turk Telekomunikasyon AS (Turkey)		25,532		89

				682


Utilities—2.3%
CEZ AS (Czech Republic)		2,527		65
Delta Electronics Inc (Taiwan)		8,000		39
Guangdong Investments Ltd. (China)		58,000		50
Perusahaan Gas Negara Persero Tbk PT (Indonesia)		175,500		79

				233
TOTAL COMMON STOCKS (Identified Cost $8,628)				8,996

EXCHANGE-TRADED FUNDS—4.6%
iPath MSCI India Index ETN⁽²⁾		8,991		455
iShares MSCI Emerging Markets Index Fund		25		1
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $459)				456
TOTAL LONG TERM INVESTMENTS—99.2%
(Identified Cost $9,442)				9,824


	SHARES		VALUE
SHORT-TERM INVESTMENTS—1.9%

Money Market Mutual Funds—1.9%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		183,820	$	184
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $184)				184
TOTAL INVESTMENTS—101.1%
(Identified Cost $9,626)				10,008	⁽¹⁾
Other assets and liabilities, net—(1.1)%				(106	)

NET ASSETS—100.0%			$	9,902

Abbreviations:

ADR	American Depositary Receipt

ETN	Exchange-Traded Note

GDR	Global Depositary Receipt

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.


Country Weightings (Unaudited)^†
China	18	%
Taiwan	15
Brazil	10
South Korea	10
South Africa	9
India	5
Mexico	5
Other	28
Total	100	%
^† % of total investments as of September 30, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.


	SHARES		VALUE
COMMON STOCKS—92.6%

Consumer Staples—12.5%
Andersons, Inc. (The) (United States)		9,031	$	631
BRF – Brasil Foods SA ADR (Brazil)		29,918		734
KWS Saat AG (Germany)		1,188		413
Nutreco N.V. (Netherlands)		5,948		311
S&W Seed Co. (United States)⁽²⁾		54,349		455
Tyson Foods, Inc. Class A (United States)		40,521		1,146

				3,690


Energy—33.1%
Athabasca Oil Corp. (Canada)⁽²⁾		61,801		471
Bankers Petroleum Ltd. (Canada)⁽²⁾		91,727		345
Cameron International Corp. (United States)⁽²⁾		10,248		598
Canyon Services Group, Inc. (Canada)		22,082		252
Concho Resources, Inc. (United States)⁽²⁾		7,554		822
Continental Resources, Inc. (United States)⁽²⁾		5,897		632
Core Laboratories N.V. (Netherlands)		4,404		745
FX Energy, Inc. (United States)⁽²⁾		70,800		244
GeoSpace Technologies Corp. (United States)⁽²⁾		11,957		1,008
MEG Energy Corp. (Canada)⁽²⁾		25,737		888
Noble Corp. (Switzerland)		13,616		514
Painted Pony Petroleum Ltd. (Canada)⁽²⁾		36,532		287
Seadrill Ltd. (Bermuda)		20,373		918
Suncor Energy, Inc. (Canada)		16,537		592
Tesoro Corp. (United States)		3,739		164
Trilogy Energy Corp. (Canada)		11,340		323
Valero Energy Corp. (United States)		27,566		941

				9,744


Health Care—0.6%
Evogene Ltd. (Israel)⁽²⁾		22,805		178


	SHARES		VALUE
Industrials—7.2%
AGCO Corp. (United States)		3,832	$	232
Cervus Equipment Corp. (Canada)		3,140		63
JGC Corp. (Japan)		16,800		605
Kubota Corp. Sponsored ADR (Japan)		8,397		611
Lindsay Corp. (United States)		4,281		350
Rocky Mountain Dealerships, Inc. (Canada)		22,792		260

				2,121


Materials—39.2%
Agnico-Eagle Mines Ltd. (Canada)		18,086		479
Alamos Gold, Inc. (Canada)		26,093		405
Barrick Gold Corp. (Canada)		36,694		683
BHP Billiton Ltd. Sponsored ADR (Australia)		14,732		980
CF Industries Holdings, Inc. (United States)		869		183
Du Pont (E.I.) de Nemours & Co. (United States)		7,057		413
Franco-Nevada Corp. (Canada)		15,552		706
Goldcorp, Inc. (Canada)		22,151		576
Grupo Mexico S.A.B. de C.V. Series B (Mexico)		316,298		947
Imperial Metals Corp. (Canada)⁽²⁾		44,958		541
JFE Holdings, Inc. (Japan)		21,500		556
Johnson Matthey plc (United Kingdom)		6,473		294
MBAC Fertilizer Corp. (Canada)⁽²⁾		181,593		402
Monsanto Co. (United States)		6,390		667
New Gold, Inc. (Canada)⁽²⁾		34,930		209
Nippon Steel & Sumitomo Metal Corp. (Japan)		166,000		562
Royal Gold, Inc. (United States)		13,489		657
Silver Wheaton Corp. (Canada)		16,142		400
Syngenta AG ADR (Switzerland)		4,327		352
Teck Cominco Ltd. Class B (Canada)		34,344		922
Vale SA Sponsored ADR (Brazil)		38,717		603

				11,537
TOTAL COMMON STOCKS (Identified Cost $25,069)				27,270


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—0.8%
PowerShares DB Gold Fund (United States)⁽²⁾		5,112	$	229
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $261)				229
TOTAL LONG TERM INVESTMENTS—93.4%
(Identified Cost $25,330)				27,499

SHORT-TERM INVESTMENTS—5.5%

Money Market Mutual Funds—5.5%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		1,611,697		1,612
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $1,612)				1,612
TOTAL INVESTMENTS—98.9% (Identified Cost $26,942)				29,111	⁽¹⁾
Other assets and liabilities, net—1.1%				323

NET ASSETS—100.0%			$	29,434

Abbreviations:

ADR	American Depositary Receipt

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.


Country Weightings (Unaudited)^†
United States (short-term investments)	38	%
Canada	30
Japan	8
Brazil	5
Netherlands	4
Australia	3
Mexico	3
Other	9
Total	100	%
^† % of total investments as of September 30, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.


	SHARES		VALUE
COMMON STOCKS—98.7%

Consumer Discretionary—2.4%
Eutelsat Communications SA (France)		52,250	$	1,652
SES SA (Luxembourg)		61,790		1,768

				3,420


Energy—23.7%
Enbridge, Inc. (Canada)		192,400		8,031
Keyera Corp. (Canada)		27,940		1,588
Kinder Morgan, Inc. (United States)		146,100		5,197
Koninklijke Vopak N.V. (Netherlands)		25,200		1,444
Spectra Energy Corp. (United States)		144,240		4,937
TransCanada Corp. (Canada)		117,500		5,163
Williams Cos., Inc. (The) (United States)		198,790		7,228

				33,588


Financials—2.1%
American Tower Corp. (United States)		39,910		2,958


Industrials—15.1%
Abertis Infraestructuras S.A. (Spain)		147,830		2,873
Atlantia SpA (Italy)		146,301		2,975
Auckland International Airport Ltd. (New Zealand)		638,050		1,757
Ferrovial SA (Spain)		107,840		1,939
Flughafen Zuerich AG (Switzerland)		3,708		1,955
Fraport AG Frankfurt Airport Services Worldwide (Germany)		31,480		2,209
Sydney Airport (Australia)		529,650		1,942
Transurban Group (Australia)		627,070		3,978
Vinci SA (France)		32,380		1,882

				21,510


Telecommunication Services—23.4%
AT&T, Inc. (United States)		183,320		6,200
BCE, Inc. (Canada)		28,830		1,231
BT Group plc (United Kingdom)		396,670		2,199
Crown Castle International Corp. (United States)⁽²⁾		55,490		4,052
Nippon Telegraph & Telephone Corp. ADR (Japan)		47,970		1,250
Singapore Telecommunications Ltd. (Singapore)		818,400		2,433


	SHARES		VALUE
Telecommunication Services—continued
TDC A/S (Denmark)		222,060	$	1,879
TELUS Corp. (Canada)		56,550		1,874
Verizon Communications, Inc. (United States)		69,580		3,247
Vodafone Group plc Sponsored ADR (United Kingdom)		218,520		7,688
Windstream Holdings, Inc. (United States)		142,690		1,141

				33,194


Utilities—32.0%
Allette, Inc. (United States)		29,840		1,441
Ameren Corp. (United States)		41,480		1,445
APA Group (Australia)		243,690		1,357
CenterPoint Energy, Inc. (United States)		75,720		1,815
Centrica plc (United Kingdom)		323,470		1,936
CMS Energy Corp. (United States)		70,680		1,860
Dominion Resources, Inc. (United States)		39,340		2,458
DTE Energy Co. (United States)		20,560		1,357
National Grid plc (United Kingdom)		363,650		4,301
NextEra Energy, Inc. (United States)		41,440		3,322
NiSource, Inc. (United States)		65,240		2,015
Northeast Utilities (United States)		31,790		1,311
ONEOK, Inc. (United States)		30,120		1,606
Pinnacle West Capital Corp. (United States)		29,580		1,619
Public Service Enterprise Group, Inc. (United States)		52,420		1,726
Questar Corp. (United States)		52,580		1,183
Scottish & Southern Energy plc (United Kingdom)		84,450		2,015
Sempra Energy (United States)		36,720		3,143
SevernTrent plc (United Kingdom)		52,635		1,502
Snam Rete Gas SpA (Italy)		390,420		1,978
Terna Rete Elettrica Nazionale SpA (Italy)		301,320		1,360
United Utilities Group plc (United Kingdom)		106,340		1,190
UNS Energy Corp. (United States)		30,500		1,422
Wisconsin Energy Corp. (United States)		49,490		1,998

				45,360
TOTAL COMMON STOCKS (Identified Cost $115,033)				140,030


	SHARES		VALUE
RIGHTS—0.1%

Industrials—0.1%
Abertis Infraestructuras SA (Spain)⁽²⁾		147,830	$	144
TOTAL RIGHTS (Identified Cost $0)				144
TOTAL LONG TERM INVESTMENTS—98.8%
(Identified Cost $115,033)				140,174

SHORT-TERM INVESTMENTS—1.3%

Money Market Mutual Funds—1.3%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		1,841,991		1,842
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $1,842)				1,842
TOTAL INVESTMENTS—100.1%
(Identified Cost $116,875)				142,016	⁽¹⁾
Other assets and liabilities, net—(0.1)%				(208	)

NET ASSETS—100.0%			$	141,808

ADR	American Depositary Receipt

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.


Country Weightings (Unaudited)^†
United States	47	%
United Kingdom	15
Canada	13
Australia	5
Italy	4
Spain	4
France	2
Other	10
Total	100	%
^† % of total investments as of September 30, 2013

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.


	SHARES		VALUE
COMMON STOCKS—98.2%

Consumer Discretionary—10.6%
Amazon.com, Inc. (United States)⁽²⁾		6,189	$	1,935
Chipotle Mexican Grill, Inc. (United States)⁽²⁾		3,007		1,289
Las Vegas Sands Corp. (United States)		44,810		2,977
Norstar Founders Group Ltd. (Cayman Islands)^(2)(3)(4)		272,000		0
Paddy Power plc (Ireland)⁽²⁾		13,688		1,097
Persimmon plc (United Kingdom)		74,743		1,314
priceline.com, Inc. (United States)⁽²⁾		1,283		1,297
TJX Cos., Inc. (United States)		35,413		1,997

				11,906


Consumer Staples—35.6%
Alimentation Couche Tard, Inc. Class B (Canada)		14,752		920
Altria Group, Inc. (United States)		74,997		2,576
British American Tobacco plc (United Kingdom)		120,862		6,411
Coca-Cola Co. (The) (United States)		138,034		5,229
Diageo plc (United Kingdom)		57,445		1,827
ITC Ltd. (India)		556,983		3,028
Mead Johnson Nutrition Co. (United States)		17,666		1,312
Nestle S.A. Registered Shares (Switzerland)		55,386		3,874
Philip Morris International, Inc. (United States)		66,159		5,729
SABMiller plc (United Kingdom)		36,093		1,837
Unilever N.V. (Netherlands)		93,626		3,642
Wal-Mart de Mexico S.A.B. de C.V. (Mexico)		210,700		551
Wal-Mart Stores, Inc. (United States)		21,353		1,579
Whole Foods Market, Inc. (United States)		21,711		1,270

				39,785


Energy—2.2%
Core Laboratories N.V. (Netherlands)		5,435		919
Enbridge, Inc. (Canada)		36,751		1,535

				2,454


Financials—15.9%
Capital One Financial Corp. (United States)		8,238		566
Housing Development Finance Corp. (India)		233,302		2,848


	SHARES		VALUE
Financials—continued
Housing Development Finance Corp. Bank Ltd. (India)		313,425	$	2,969
HSBC Holdings plc (United Kingdom)		148,074		1,605
Standard Chartered plc (United Kingdom)		24,319		583
UBS AG Registered Shares (Switzerland)		219,524		4,491
Wells Fargo & Co. (United States)		113,194		4,677

				17,739


Health Care—12.2%
Biogen Idec, Inc. (United States)⁽²⁾		6,200		1,493
Celgene Corp. (United States)⁽²⁾		10,200		1,570
Covidien plc (Ireland)		27,779		1,693
Elekta AB (Sweden)		40,031		644
Grifols SA (Spain)		21,697		891
Johnson & Johnson (United States)		26,205		2,272
Novartis AG Registered Shares (Switzerland)		11,619		893
Novo Nordisk A/S Class B (Denmark)		13,335		2,264
Roche Holding AG (Switzerland)		979		264
Zoetis, Inc. (United States)		53,486		1,664

				13,648


Industrials—4.8%
Bureau Veritas SA (France)		63,883		2,014
Cheung Kong Infrastructure Holdings Ltd. (Hong Kong)		74,206		514
DKSH Holding AG (Switzerland)		4,587		391
SGS SA Registered Shares (Switzerland)		1,048		2,502

				5,421


Information Technology—11.1%
Cielo SA (Brazil)		33,635		911
Cognizant Technology Solutions Corp. Class A (United States)⁽²⁾		21,325		1,751
MasterCard, Inc. Class A (United States)		8,613		5,795
SAP AG (Germany)		7,558		559
Visa, Inc. Class A (United States)		17,620		3,367

				12,383


Materials—5.1%
Fresnillo plc (United Kingdom)		110,314		1,738
Goldcorp, Inc. (Canada)		88,486		2,302
Newcrest Mining Ltd. (Australia)		112,421		1,227
Silver Wheaton Corp. (Canada)		15,470		383

				5,650


	SHARES		VALUE
Telecommunication Services—0.7%
Advanced Info Service PCL (Thailand)		27,500	$	226
Telekomunikasi Indonesia Persero Tbk PT (Indonesia)		2,981,936		540

				766
TOTAL COMMON STOCKS (Identified Cost $88,749)				109,752
TOTAL LONG TERM INVESTMENTS—98.2%
(Identified Cost $88,749)				109,752

SHORT-TERM INVESTMENTS—1.4%

Money Market Mutual Funds—1.4%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		1,589,667		1,590
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $1,590)				1,590
TOTAL INVESTMENTS—99.6%
(Identified Cost $90,339)				111,342	⁽¹⁾
Other assets and liabilities, net—0.4%				393

NET ASSETS—100.0%			$	111,735

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.

⁽³⁾	Illiquid security.

⁽⁴⁾	Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a Level 3 security in the disclosure table located after the Schedule of Investments.


Country Weightings (Unaudited)^†
United States	47	%
United Kingdom	14
Switzerland	11
India	8
Canada	5
Netherlands	4
Ireland	2
Other	9
Total	100	%
^† % of total investments as of September 30, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	SHARES		VALUE
COMMON STOCKS—97.0%

Australia—6.1%
BGP Holdings plc^(2)(3)(4)		13,566	$	0
CFS Retail Property Trust		53,600		100
Dexus Property Group		587,440		551
GPT Group		109,500		355
Westfield Group		123,150		1,265
Westfield Retail Trust		155,450		431

				2,702


Bermuda—1.3%
Hongkong Land Holdings Ltd.		84,900		560


Canada—5.3%
Allied Properties Real Estate Investment Trust		18,385		579
Brookfield Properties, Inc.		27,870		534
Canadian Real Estate Investment Trust		9,175		362
First Capital Realty, Inc.		24,780		407
RioCan Real Estate Investment Trust		19,262		455

				2,337


Finland—0.4%
Citycon OYJ		52,970		179


France—3.9%
Fonciere Des Regions		2,154		179
Klepierre		5,220		226
Unibail-Rodamco SE		5,373		1,333

				1,738


Germany—1.1%
GSW Immobilien AG		2,064		91
LEG Immobilien AG⁽²⁾		7,354		423

				514


Hong Kong—3.7%
Hang Lung Properties Ltd.		155,000		528
Hysan Development Co. Ltd.		73,000		325
Link REIT (The)		159,504		782

				1,635


Italy—0.3%
Beni Stabili SpA		204,478		127


Japan—5.6%
AEON Mall Co., Ltd.		3,077		91
GLP J-REIT		284		317
Japan Prime Realty Investment Corp.		106		372
Japan Real Estate Investment Corp.		28		327
Kenedix Realty Investment Corp.		67		329
Nippon Building Fund, Inc.		34		422
Nippon Prologis REIT, Inc.		36		360
Tokyu REIT, Inc.		41		260

				2,478


	SHARES		VALUE
Mexico—0.8%
TF Administradora Industrial S de Rl de CV		176,222	$	350


Netherlands—0.7%
Corio N.V.		2,231		96
Eurocommercial Properties N.V.		4,965		201

				297


Norway—0.5%
Norwegian Property ASA		156,775		207


Singapore—3.1%
CapitaMall Trust		114,450		179
CapitaRetail China Trust		312,275		342
Global Logistic Properties Ltd.		252,500		582
Mapletree Logistics Trust		311,545		266

				1,369


Sweden—0.8%
Castellum AB		23,840		340


United Kingdom—7.1%
Big Yellow Group plc		29,628		211
British Land Co. plc		47,400		443
Derwent London plc		6,210		238
Great Portland Estates plc		29,971		262
Hammerson plc		58,620		475
Land Securities Group plc		57,131		850
Safestore Holdings plc		140,726		305
SEGRO plc		68,490		344

				3,128


United States—56.3%
American Campus Communities, Inc.		14,638		500
AvalonBay Communities, Inc.		8,495		1,080
Boston Properties, Inc.		9,328		997
Camden Property Trust		11,510		707
DCT Industrial Trust, Inc.		119,293		858
DDR Corp.		40,845		642
Digital Realty Trust, Inc.		3,485		185
Duke Realty Corp.		19,700		304
EastGroup Properties, Inc.		3,400		201
Equity Lifestyle Properties, Inc.		9,646		330
Equity Residential		25,689		1,376
Essex Property Trust, Inc.		5,379		794
Extra Space Storage, Inc.		17,895		819
General Growth Properties, Inc.		59,819		1,154
HCP, Inc.		3,679		151
Health Care REIT, Inc.		16,731		1,044
Host Hotels & Resorts, Inc.		62,208		1,099
Kilroy Realty Corp.		19,663		982
Kimco Realty Corp.		29,285		591
LaSalle Hotel Properties		20,398		582
Liberty Property Trust		14,467		515
Macerich Co. (The)		17,173		969
Pebblebrook Hotel Trust		18,859		541
Prologis, Inc.		41,848		1,574
Public Storage		10,690		1,716
Retail Opportunity Investments Corp		7,000		97


	SHARES		VALUE
United States—continued
Simon Property Group, Inc.		18,731	$	2,777
SL Green Realty Corp.		4,986		443
Tanger Factory Outlet Centers		23,500		767
Taubman Centers, Inc.		755		51
Ventas, Inc.		13,472		829
Vornado Realty Trust		2,575		215

				24,890
TOTAL COMMON STOCKS (Identified Cost $40,022)				42,851
TOTAL LONG TERM INVESTMENTS—97.0%
(Identified Cost $40,022)				42,851

SHORT-TERM INVESTMENTS—2.0%

Money Market Mutual Funds—2.0%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		887,857		888
TOTAL SHORT-TERM INVESTMENTS
(Identified Cost $888)				888
TOTAL INVESTMENTS—99.0% (Identified Cost $40,910)				43,739	⁽¹⁾
Other assets and liabilities, net—1.0%				444

NET ASSETS—100.0%			$	44,183

Abbreviations:

REIT	Real Estate Investment Trust

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.

⁽³⁾	Illiquid security.

⁽⁴⁾	Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a level 3 security in the disclosure table located after the Schedule of Investments.


Country Weightings (Unaudited)^†
United States	59	%
United Kingdom	7
Australia	6
Japan	6
Canada	5
France	4
Hong Kong	4
Other	9
Total	100	%
^† % of total investments as of September 30, 2013

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	SHARES		VALUE
COMMON STOCKS—98.2%

Consumer Discretionary—12.2%
Bajaj Auto Ltd. (India)		3,244	$	103
BEC World plc (Thailand)		75,100		136
Genting Malaysia Bhd (Malaysia)		105,200		136
Jollibee Foods Corp. (Philippines)		17,800		69
Kangwon Land, Inc. (South Korea)		3,050		81
L’Occitane International SA (Hong Kong)		51,559		135
Matahari Department Store Tbk PT (Indonesia)⁽²⁾		89,873		81
SA International Holdings Ltd. (Cayman Islands)		106,925		121
Samsonite International SA (Luxembourg)		11,752		33
Sands China Ltd. (Hong Kong)		40,123		248
Super Retail Group Ltd. (Australia)		8,611		104

				1,247


Consumer Staples—32.8%
British American Tobacco Bangldesh Co., Ltd. (Bangladesh)		14,350		289
British American Tobacco Bhd (Malaysia)		2,900		57
Coca-Cola Amatil Ltd. (Australia)		7,545		86
Colgate Palmolive India Ltd. (India)		2,900		58
CP ALL PCL (Thailand)		187,500		211
Dairy Farm International Holdings Ltd. (Bermuda)		11,250		114
Emami Ltd. (India)⁽²⁾		17,676		137
Guinness Anchor Bhd (Malaysia)		37,435		197
Hindustan Unilever Ltd. (India)		33,667		337
ITC Ltd. (India)		94,109		512
LG Household & Health Care Ltd. (South Korea)		294		149
Nestle India Ltd. (India)		2,708		226
Nestle Malaysia Bhd (Malaysia)		9,100		190
Nestle Pakistan Ltd. (Pakistan)		2,214		130
Orion Corp. (South Korea)		88		78
Puregold Price Club, Inc. (Philippines)		81,300		78
Thai Beverage PCL (Thailand)		254,000		111
Tsingtao Brewery Co., Ltd. (China)		20,283		154
Unilever Indonesia Tbk PT (Indonesia)		52,497		137
United Spirits Ltd. (India)		2,725		110

				3,361


Financials—30.6%
Axis Bank Ltd. (India)		6,948		112
Bangkok Bank plc (Thailand)		23,100		145
Bank Central Asia Tbk PT (Indonesia)		75,768		65
DBS Group Holdings Ltd. (Singapore)		10,000		131
Delta Brac Housing Finance Corp., Ltd. (Bangladesh)⁽³⁾		69,000		55


	SHARES		VALUE
Financials—continued
Housing Development Finance Corp. (India)		38,009	$	464
Housing Development Finance Corp. Bank Ltd. (India)		50,265		476
HSBC Holdings plc (United Kingdom)		28,565		311
ICICI Bank Ltd. (India)		6,280		89
Kasikornbank PCL (Thailand)		25,200		142
Kotak Mahindra Bank Ltd. (India)		10,550		114
Link REIT (The) (Hong Kong)		32,968		162
Malayan Banking Bhd (Malaysia)		59,117		178
Public Bank Bhd (Malaysia)		24,200		132
Standard Chartered plc (United Kingdom)		12,984		314
Westlife Development Ltd. (India)⁽²⁾		38,300		245

				3,135


Health Care—6.2%
Cipla Ltd. (India)		15,283		106
CSL Ltd. (Australia)		2,036		121
Kalbe Farma Tbk PT (Indonesia)		992,013		101
Ramsay Health Care Ltd. (Australia)		3,278		111
Sun Pharmaceutical Industries Ltd. (India)		20,680		196

				635


Industrials—3.6%
Havells India Ltd. (India)		12,566		127
Jardine Matheson Holdings Ltd. (Bermuda)		1,618		89
Keells (John) Holdings plc (Sri Lanka)		52,854		87
SM Investments Corp. (Philippines)		3,837		69

				372


Information Technology—1.4%
NetEase, Inc. ADR (China)		100		7
Tata Consultancy Services Ltd. (India)		4,300		132

				139


Materials—3.7%
Asian Paints Ltd. (India)		11,000		81
Newcrest Mining Ltd. (Australia)		20,846		227
Semen Gresik (Persero) tbk PT (Indonesia)		62,290		70

				378


Telecommunication Services—2.8%
Advanced Info Service PCL (Thailand)		19,600		160
Telekomunikasi Indonesia Persero Tbk PT (Indonesia)		728,130		132

				292


	SHARES		VALUE
Utilities—4.9%
NTPC Ltd. (India)⁽²⁾		24,317	$	57
Power Assets Holdings Ltd. (Hong Kong)		49,119		440

				497
TOTAL COMMON STOCKS (Identified Cost $8,406)				10,056
TOTAL LONG TERM INVESTMENTS—98.2%
(Identified Cost $8,406)				10,056

SHORT-TERM INVESTMENTS—1.9%

Money Market Mutual Funds—1.9%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		198,952		199
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $199)				199
TOTAL INVESTMENTS—100.1%
(Identified Cost $8,605)				10,255	⁽¹⁾
Other assets and liabilities, net—(0.1)%				(31	)

NET ASSETS—100.0%			$	10,224

Abbreviations:

ADR	American Depositary Receipt

REIT	Real Estate Investment Trust

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.

⁽³⁾	Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a Level 3 security in the disclosure table located after the Schedule of Investments.


Country Weightings (Unaudited)^†
India	36	%
Hong Kong	9
Malaysia	9
Thailand	9
Australia	6
Indonesia	6
United Kingdom	6
Other	19
Total	100	%
^† % of total investments as of September 30, 2013

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value.

Refer to the last paragraph under “Note 2A Security Valuation” for a description of the valuation process in place and a qualitative discussion about sensitive inputs used in Level 3 internally fair valued measurements.


	SHARES		VALUE
COMMON STOCKS—96.5%

Consumer Discretionary—9.5%
Barrat Developments plc (United Kingdom)⁽²⁾		63,853	$	319
Domino’s Pizza Group plc (United Kingdom)		18,590		176
Hermes International (France)		487		175
Luxottica Group SpA (Italy)		6,070		323
Paddy Power plc (Ireland)⁽²⁾		4,377		351
Persimmon plc (United Kingdom)		9,662		170

				1,514


Consumer Staples—32.3%
Anheuser-Busch InBev N.V. (Belgium)		4,126		411
British American Tobacco plc (United Kingdom)		16,069		852
Diageo plc (United Kingdom)		17,083		544
L’Oreal S.A. (France)		2,213		380
Lindt & Spruengli AG (Switzerland)		43		177
Nestle S.A. Registered Shares (Switzerland)		8,056		563
Pernod-Ricard S.A. (France)		2,257		280
Philip Morris International, Inc. (United States)		7,981		691
SABMiller plc (United Kingdom)		12,001		611
Unilever N.V. (Netherlands)		16,587		645

				5,154


Energy—3.2%
Core Laboratories N.V. (Netherlands)		3,019		511


Financials—13.0%
Countrywide plc (United Kingdom)		10,845		92
HSBC Holdings plc (United Kingdom)		37,046		402
Reinet Investments SCA (Luxembourg)⁽²⁾		9,755		187
Standard Chartered plc (United Kingdom)		18,201		436
Svenska Handelsbanken AB Class A (Sweden)		4,786		205
UBS AG Registered Shares (Switzerland)		36,831		754

				2,076


Health Care—11.3%
Cie Generale D’optique Essilor International SA (France)		3,104		334
Elekta AB (Sweden)		9,661		155
Grifols SA (Spain)		4,835		198
Novartis AG Registered Shares (Switzerland)		2,233		172
Novo Nordisk A/S Class B (Denmark)		3,152		535
Novozymes A/S Class B (Denmark)		4,258		163
Roche Holding AG (Switzerland)		889		240

				1,797


	SHARES		VALUE
Industrials—15.6%
Bureau Veritas SA (France)		21,126	$	666
DKSH Holding AG (Switzerland)⁽²⁾		4,179		357
Indutrade AB (Sweden)		4,985		194
Intertek Group plc (United Kingdom)		1,386		74
Rolls-Royce Holdings plc (United Kingdom)		22,466		404
SGS SA Registered Shares (Switzerland)		165		394
Zodiac Aerospace (France)		2,522		401

				2,490


Information Technology—5.7%
Accenture plc Class A (Ireland)		4,074		300
SAP AG (Germany)		4,184		309
Wirecard AG (Germany)		8,964		307

				916


Materials—5.9%
Air Liquide SA (France)		2,401		334
Fresnillo plc (United Kingdom)		22,537		355
Randgold Resources Ltd (Jersey)		1,660		120
Randgold Resources Ltd. ADR (Jersey)		1,895		136

				945
TOTAL COMMON STOCKS (Identified Cost $12,640)				15,403
TOTAL LONG TERM INVESTMENTS—96.5%
(Identified Cost $12,640)				15,403

SHORT-TERM INVESTMENTS—3.1%

Money Market Mutual Funds—3.1%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		499,468		499
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $499)				499
TOTAL INVESTMENTS—99.6%
(Identified Cost $13,139)				15,902	⁽¹⁾
Other assets and liabilities, net—0.4%				56

NET ASSETS—100.0%			$	15,958

Abbreviations:

ADR	American Depositary Receipt

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.


Country Weightings (Unaudited)^†
United Kingdom	28	%
Switzerland	17
France	16
United States	8
Netherlands	7
Denmark	4
Ireland	4
Other	16
Total	100	%
^† % of total investments as of September 30, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013		Level 1 Quoted Prices
Equity Securities:
Common Stocks	$	15,403	$	15,403
Short-Term Investments		499		499

Total Investments	$	15,902	$	15,902

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.


	SHARES		VALUE
COMMON STOCKS—178.0%

Consumer Discretionary—16.2%
Bayerische Motoren Werke AG (Germany)		693	$	74
Bridgestone Corp. (Japan)		7,200		262
Tata Motors Ltd. Sponsored ADR (India)		2,400		64

				400


Consumer Staples—5.5%
Koninklijke Ahold N.V. (Netherlands)		2,850		49
Svenska Cellulosa AB SCA B Shares (Sweden)		3,446		87

				136


Energy—6.2%
Canadian Natural Resources Ltd. (Canada)		2,350		74
Tullow Oil plc (United Kingdom)		4,752		79

				153


Financials—48.2%
Aviva plc (United Kingdom)		12,896		83
AXA SA Sponsored ADR (France)		3,700		86
Banco Bilbao Vizcaya Argentaria SA Sponsored ADR (Spain)		5,700		64
Barclays plc Sponsored ADR (United Kingdom)		4,398		75
BNP Paribas SA (France)		953		64
Credit Suisse Group AG Sponsored ADR (Switzerland)		2,700		83
Daiwa Securities Group, Inc. (Japan)		26,700		239
DBS Group Holdings Ltd. (Singapore)		22,100		289
Intesa Sanpaolo SpA (Italy)		24,823		51
Prudential plc ADR (United Kingdom)		2,300		86
Sumitomo Mitsui Financial Group, Inc. Sponsored ADR (Japan)		7,850		76

				1,196


Health Care—6.2%
H Lundbeck A/S Sponsored ADR (Denmark)		3,800		82
Smith & Nephew plc Sponsored ADR (United Kingdom)		1,150		72

				154


Industrials—59.2%
FANUC Corp. (Japan)		1,450		239
Hutchison Whampoa Ltd. (Hong Kong)		20,850		250
Itochu Corp. (Japan)		21,700		265
Komatsu Ltd. (Japan)		7,600		188
Meggitt plc (United Kingdom)		6,950		62
Nidec Corp. (Japan)		3,800		313
Schneider Electric SA (France)		850		72
Vallourec SA (France)		1,300		78

				1,467


	SHARES		VALUE
Information Technology—6.3%
SAP AG Sponsored ADR (Germany)		1,050	$	77
Taiwan Semiconductor Manufacturing Co., Ltd. Sponsored ADR (Taiwan)		4,700		80

				157


Materials—19.7%
Nitto Denko Corp. (Japan)		4,000		260
Shin-Etsu Chemical Co., Ltd. (Japan)		3,750		229

				489


Telecommunication Services—7.7%
Deutsche Telekom AG Registered Shares (Germany)		3,950		57
Nippon Telegraph & Telephone Corp. ADR (Japan)		2,550		67
SK Telecom Co., Ltd. ADR (South Korea)		2,900		66

				190


Utilities—2.8%
Centrica plc (United Kingdom)		11,663		70
TOTAL COMMON STOCKS (Identified Cost $4,290)				4,412

RIGHTS—0.7%

Financials—0.7%
Barclays plc expiring 10/10/13⁽²⁾		3,475		18
TOTAL RIGHTS (Identified Cost $0)				18
TOTAL LONG TERM INVESTMENTS—178.7%
(Identified Cost $4,290)				4,430

SHORT-TERM INVESTMENTS—25.5%

Money Market Mutual Funds—25.5%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		630,504		631
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $631)				631
TOTAL INVESTMENTS—204.2%⁽³⁾ (Identified Cost $4,921)				5,061	⁽¹⁾
Other assets and liabilities, net—(104.2)%				(2,582	)

NET ASSETS—100.0%			$	2,479

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):

The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value.


	SHARES		VALUE
COMMON STOCKS—98.5%

Australia—15.2%
BGP Holdings plc^(2)(3)(4)		588,920	$	0
CFS Retail Property Trust		108,552		203
Dexus Property Group		1,361,115		1,276
GPT Group		272,000		883
Westfield Group		290,473		2,983
Westfield Retail Trust		382,173		1,059

				6,404


Bermuda—2.9%
Hongkong Land Holdings Ltd.		185,100		1,222


Canada—12.6%
Allied Properties Real Estate Investment Trust		44,715		1,409
Brookfield Properties, Inc.		55,250		1,059
Canadian Real Estate Investment Trust		20,595		812
First Capital Realty, Inc.		53,305		876
RioCan Real Estate Investment Trust		49,050		1,157

				5,313


Finland—1.0%
Citycon OYJ		125,320		422


France—9.8%
Fonciere Des Regions		5,260		436
Klepierre		10,856		471
Unibail-Rodamco SE		13,010		3,228

				4,135


Germany—2.8%
GSW Immobilien AG		4,790		210
LEG Immobilien AG⁽²⁾		17,061		983

				1,193


Hong Kong—9.1%
Hang Lung Properties Ltd.		377,000		1,283
Hysan Development Co. Ltd.		170,000		757
Link REIT (The)		365,441		1,793

				3,833


Italy—0.7%
Beni Stabili SpA		474,257		295


Japan—14.0%
AEON Mall Co., Ltd.		6,913		205
GLP J-REIT		650		725
Japan Prime Realty Investment Corp.		258		906
Japan Real Estate Investment Corp.		67		783
Kenedix Realty Investment Corp.		157		771
Nippon Building Fund, Inc.		82		1,018
Nippon Prologis REIT, Inc.		86		858
Tokyu REIT, Inc.		101		641

				5,907


	SHARES		VALUE
Mexico—1.9%
TF Administradora Industrial S de Rl de CV		396,852	$	788


Netherlands—1.6%
Corio N.V.		4,812		207
Eurocommercial Properties N.V.		11,097		450

				657


Norway—1.2%
Norwegian Property ASA		385,600		510


Singapore—7.0%
CapitaMall Trust		225,650		353
CapitaRetail China Trust		712,725		781
Global Logistic Properties Ltd.		556,500		1,282
Mapletree Logistics Trust		653,544		557

				2,973


Sweden—2.0%
Castellum AB		57,866		825


United Kingdom—16.7%
Big Yellow Group plc		66,188		471
British Land Co. plc		110,305		1,031
Derwent London plc		13,446		516
Great Portland Estates plc		71,018		620
Hammerson plc		134,809		1,093
Land Securities Group plc		127,085		1,891
Safestore Holdings plc		271,876		590
SEGRO plc		161,457		810

				7,022
TOTAL COMMON STOCKS (Identified Cost $33,123)				41,499
TOTAL LONG TERM INVESTMENTS—98.5%
(Identified Cost $33,123)				41,499

SHORT-TERM INVESTMENTS—0.4%

Money Market Mutual Funds—0.4%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		186,401		186
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $186)				186
TOTAL INVESTMENTS—98.9% (Identified Cost $33,309)				41,685	⁽¹⁾
Other assets and liabilities, net—1.1%				459

NET ASSETS—100.0%			$	42,144

Abbreviations:

REIT	Real Estate Investment Trust

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.

⁽³⁾	Illiquid security.

⁽⁴⁾	Security valued at fair value as determined in good faith by or under the direction of the Trustees. This security is disclosed as a level 3 security in the disclosure table located after the Schedule of Investments.


Country Weightings (Unaudited)^†
United Kingdom	17	%
Australia	15
Japan	14
Canada	13
France	10
Hong Kong	9
Singapore	7
Other	15
Total	100	%
^† % of total investments as of September 30, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013		Level 1 Quoted Prices		Level 3 Significant Unobservable Inputs
Equity Securities:
Common Stocks	$	41,499	$	41,499	$	0	⁽¹⁾
Short-Term Investments		186		186		—

Total Investments	$	41,685	$	41,685	$	0	⁽¹⁾

⁽¹⁾	Includes internally fair valued security currently priced at zero $0.

There are no Level 2 (significant observable inputs) priced securities.

Security abbreviation definitions are located under the Key Investment Terms starting on page 4.


	SHARES		VALUE
COMMON STOCKS—84.0%

Consumer Discretionary—8.3%
Goldlion Holdings Ltd. (Hong Kong)		947,600	$	462
Maisons France Confort (France)		10,291		375
Rightmove plc (United Kingdom)		3,100		119
Watts Co., Ltd. (Japan)		28,700		267
Wotif.Com Holdings Ltd. (Australia)		77,500		340

				1,563


Consumer Staples—4.7%
Compania Cervecerias Unidas SA (Chile)		17,400		231
Dongsuh Co., Inc. (South Korea)		13,200		346
Wawel SA (Poland)		940		307

				884


Energy—5.2%
Calfrac Well Services Ltd. (Canada)		9,900		301
Schoeller-Bleckmann Oilfield Equipment AG (Austria)		3,076		364
TGS Nopec Geophysical Co., ASA (Norway)		10,900		321

				986


Financials—12.2%
ARA Asset Management Ltd. (Singapore)		410,760		535
Euler Hermes SA (France)		3,000		366
Euroz Ltd. (Australia)		631,471		672
Hiscox Ltd. (Bermuda)		52,800		554
Rathbone Brothers plc (United Kingdom)		7,190		181

				2,308


Health Care—6.1%
Haw Par Corp. Ltd. (Singapore)		61,719		364
Nakanishi, Inc. (Japan)		1,800		251
Stallergenes SA (France)		1,800		140
WIN-Partners Co., Ltd. (Japan)		40,105		391

				1,146


Industrials—28.9%
AIT Corp. (Japan)		56,000		818
Amadeus Fire AG (Germany)		8,795		573
ASR Holdings Ltd. (Hong Kong)		5,802,500		741
Clasquin (France)		5,251		150
Freight Management Holdings Bhd (Malaysia)		488,941		232
Goodpack Ltd. (Singapore)		426,000		587
Pfeiffer Vacuum Technology AG (Germany)		1,300		159
Richelieu Hardware Ltd. (Canada)		7,350		316
Riverstone Holdings Ltd. (Singapore)		1,288,000		698


	SHARES		VALUE
Industrials—continued
Rotork plc (United Kingdom)		7,585	$	335
SMT Scharf AG (Germany)		8,967		275
Thermador Groupe (France)		4,800		409
Vicom Ltd. (Singapore)		44,998		172

				5,465


Information Technology—6.1%
Domino Printing Sciences plc (United Kingdom)		42,800		444
Lumax International Corp., Ltd. (Taiwan)		160,000		378
Pro-Ship, Inc. (Japan)		17,700		322

				1,144


Materials—12.5%
Corp. Moctezuma SAB de CV (Mexico)		94,007		282
KPX Chemical Co., Ltd. (South Korea)		11,676		735
Rimoni Industries Ltd. (Israel)		51,160		414
Uyemura (C) & Co., Ltd. (Japan)		9,300		392
Victrex plc (United Kingdom)		21,200		548

				2,371
TOTAL COMMON STOCKS (Identified Cost $13,808)				15,867

RIGHTS—0.0%

Consumer Staples—0.0%
Compania Cervecerias Unidas SA (Chile)⁽²⁾		2,786		1
TOTAL RIGHTS (Identified Cost $0)				1
TOTAL LONG TERM INVESTMENTS—84.0%
(Identified Cost $13,808)				15,868

SHORT-TERM INVESTMENTS—15.7%

Money Market Mutual Funds—15.7%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		2,973,440		2,973
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $2,973)				2,973
TOTAL INVESTMENTS—99.7%
(Identified Cost $16,781)				18,841	⁽¹⁾
Other assets and liabilities, net—0.3%				59

NET ASSETS—100.0%			$	18,900

Footnote Legend:

⁽¹⁾	Federal Income Tax Information: For tax information at September 30, 2013, see Note 10 Federal Income Tax Information in the Notes to Financial Statements.

⁽²⁾	Non-income producing.


Country Weightings (Unaudited)^†
United States (short-term investments)	16	%
Japan	13
Singapore	12
United Kingdom	9
France	8
Hong Kong	6
South Korea	6
Other	30
Total	100	%
^† % of total investments as of September 30, 2013

The following table provides a summary of inputs used to value the Fund’s investments as of September 30, 2013 (See Security Valuation Note 2A in the Notes to Financial Statements):


	Total Value at September 30, 2013		Level 1 Quoted Prices
Equity Securities:
Common Stocks	$	15,867	$	15,867
Short-Term Investments		2,973		2,973

Total Investments	$	18,841	$	18,841

There are no Level 2 (significant observable inputs) or Level 3 (significant unobservable inputs) priced securities.

As of the date of this report, 31 funds are offered for sale, of which 11 (each a “Fund”) are reported in this annual report.

All the Funds offer Class A, Class C shares and Class I shares. Class B shares are no longer available for purchase by new or existing shareholders, except for existing shareholders through Qualifying Transactions, For more information regarding Qualifying Transactions, refer to each Fund’s prospectus.

Class A shares of Emerging Markets Debt Fund are sold with a front-end sales charge of up to 3.75%. Class A shares of the remaining Funds are sold with a front-end sales charge of up to 5.75% with some exceptions. Generally, Class A shares are not subject to any charges by the Funds when redeemed; however, a 0.50% – 1% contingent deferred sales charge (“CDSC”) may be imposed on certain redemptions made within a certain period following purchases on which a finder’s fee has been paid. The period for which such CDSC applies for the Funds is 18 months. The CDSC period begins on the last day of the month preceding the month in which the purchase was made.

Class B shares were generally sold with a CDSC, which declines from 5% to zero depending on the period of time the shares are held. Class C shares are generally sold with a 1% CDSC if applicable, if redeemed within one year of purchase. Class I shares are sold without a front-end sales charge or CDSC.

Security valuation procedures for each Fund, which include, nightly price variance, as well as back-testing such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees (the “Board” or the “Trustees”). All internally fair valued securities are approved by a valuation committee appointed by the Board. The valuation committee is comprised of the treasurer, assistant treasurer, and two other appropriate investment professionals of the Virtus Product Management team who previously have been identified to the Board. All internally fair valued securities, referred to below, are updated daily and reviewed in detail by the valuation committee monthly unless changes occur within the period. The valuation committee reviews the validity of the model inputs and any changes to the model. Fair valuations are ratified by the Board of Directors at least quarterly.

Each Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

A description of the valuation techniques applied to a Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Certain non-U.S. securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that non-U.S. markets close (where the security is principally traded) and the time that a Fund calculates its net asset value (“NAV”) (generally, 4 p.m. Eastern time the close of the New York Stock Exchange (“NYSE”)) that may impact the value of securities traded in these non-U.S. markets. In such cases the Funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the intraday trading in the U.S. markets for investments such as ADRs, financial futures, ETFs, and certain indexes as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.

Investments in open-end mutual funds are valued at their closing NAV determined as of the close of business of the NYSE each business day and are categorized as Level 1 in the hierarchy.

Short-term notes having a maturity of 60 days or less are valued at amortized cost, which approximates market, and are generally categorized as Level 2 in the hierarchy.

The Funds own the following internally fair valued securities and which are categorized as Level 3 in the hierarchy.

These stocks are internally fair valued based on the details of pending corporate actions.

Security transactions are recorded on the trade date. Realized gains and losses from the sales of securities are determined on the identified cost basis. Dividend income is recognized on the ex-dividend date, or in the case of certain foreign securities, as soon as a Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method.

Distributions are recorded by each Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations that may differ from accounting principles generally accepted in the United States of America. These differences may include the treatment of non-taxable dividends, market premium and discount, non-deductible expenses, expiring capital loss carryovers, foreign currency gain or loss, gain or loss on futures contracts, partnerships, operating losses and losses deferred due to wash sales. Permanent book and tax basis differences relating to shareholder distributions will result in reclassifications to capital paid in on shares of beneficial interest.

Expenses incurred together by a Fund and other affiliated mutual funds are allocated in proportion to the net assets of each Fund, except where allocation of direct expense to each such fund or an alternative allocation method can be more appropriately used.

In addition to the net annual operating expenses that a Fund bears directly, the shareholders of a Fund indirectly bear the Fund’s pro-rata expenses of the underlying mutual funds in which a Fund invests.

between the date income is accrued and paid is treated as a gain or loss on foreign currency. The Funds do not isolate that portion of the results of operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.

Forward Currency Contracts: A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which may be any number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are traded directly between currency traders and their customers. The contract is marked-to-market daily and the change in market value is recorded by the Funds as an unrealized gain or loss in the Statements of Operations. When the contract is closed or offset with the same counterparty, on settlement date, the Funds record a realized gain or loss equal to the change in the value of the contract when it was opened and the value at the time it was closed or offset. This is presented in the Statements of Operations as net realized gain (loss) from foreign currency transactions.

Funds enter into forward currency contracts in conjunction with the planned purchase or sale of foreign denominated securities in order to hedge the U.S. dollar cost or proceeds. The Funds also, from time to time, hedge the currency exposure of foreign denominated securities, held in the portfolio, back to U.S. dollars during perceived times of U.S. dollar strength. This is done in order to protect the U.S. dollar value of the portfolio. Forward currency contracts involve, to varying degrees, elements of market risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible movements in foreign exchange rates or if the counterparty does not perform under the contract.

As compensation for its services to the Funds, the Adviser is entitled to a fee based upon the following annual rates as a percentage of the average daily net assets of each Fund:

The subadviser manages the investments of each Fund for which they are paid a fee by the Adviser. The subadvisers and the Funds they service are as follows:

The Adviser has voluntarily agreed to limit certain Fund’s total operating expenses (excluding taxes, extraordinary expenses and acquired fund fees and expenses, if any), so that such expenses do not exceed the below percentages of the Fund’s average daily net asset values as listed below. The Adviser may discontinue these voluntary expense caps at any time.

The Adviser has contractually agreed to limit the following Fund’s total operating expenses (excluding interest, taxes, and extraordinary expenses, if any) so that such expenses do not exceed the below percentages of the Fund’s average daily net asset values as listed below.

Adviser is entitled to any reimbursement and must remain in compliance with any applicable expense limitations or if none, the expense limitation in effect at the time of the waiver or reimbursement. All or a portion of the following Adviser reimbursed expenses may be recaptured as follows:

VP Distributors, LLC (“VP Distributors”), an indirect wholly-owned subsidiary of Virtus, serves as the distributor of each Fund’s shares and has advised the Funds that for the fiscal year (the “period”) ended September 30, 2013, it retained net commissions of $83 Class A shares and deferred sales charges of $—*, and $5 for Class B shares and Class C shares respectively.

In addition, each Fund pays VP Distributors distribution and/or service fees under a 12b-1 plan as a percentage of the average daily net assets of each respective class at the annual rates as follows: Class A shares 0.25%; Class B shares 1.00%; Class C shares 1.00%; Class I shares are not subject to a 12b-1 plan.

Effective January 1, 2013, with the approval of the Board, VP Distributors LLC, the Fund’s former Administrator and Transfer Agent, assigned its rights and obligations under the Administration Agreement and Transfer Agency and Service Agreement to Virtus Fund Services, LLC, an indirect wholly-owned subsidiary of Virtus. For the period of October 1, 2012 to December 31, 2012, VP Distributors LLC served as the Administrator and Transfer Agent to the Funds. For the period of January 1, 2013 to September 30, 2013, Virtus Fund Services, LLC served as Administrator and Transfer Agent to the Funds.

For the period ended September 30, 2013, the Funds incurred administration fees from the Trust totaling $403 which are included in the Statements of Operations.

For the period ended September 30, 2013, the Funds incurred transfer agent fees from the Trust totaling $418 which are included in the Statements of Operations. A portion is paid to outside entities that also provide service to the Trust.

Purchases and sales of securities (excluding U.S. Government securities and agency securities, forward currency contracts, futures and short-term securities) during the period ended September 30, 2013, were as follows:

Purchases and sales of long term U.S. Government and agency securities for the Funds during the period ended September 30, 2013 were as follows:

Transactions in shares of capital stock, during the periods ended as indicated below, were as follows:


	Emerging Markets Debt Fund										Emerging Markets Equity Income Fund
	Year Ended September 30, 2013						From Inception September 5, 2012 to September 30, 2012				Year Ended September 30, 2013						From Inception September 5, 2012 to September 30, 2012
	SHARES			AMOUNT			SHARES		AMOUNT		SHARES			AMOUNT			SHARES		AMOUNT

Class A
Sale of shares		606		$	6,287			10	$	100		131		$	1,374			10	$	100
Reinvestment of distributions		8			74			—		—		1			9			—		—
Shares repurchased		(285	)		(2,704	)		—		—		(63	)		(653	)		—		—

Net Increase / (Decrease)		329		$	3,657			10	$	100		69		$	730			10	$	100

Class C
Sale of shares		31		$	319			11	$	109		31		$	329			10	$	100
Reinvestment of distributions		1			9			—		—		—	⁽¹⁾		3			—		—
Shares repurchased		(3	)		(32	)		—		—		(2	)		(21	)		—		—

Net Increase / (Decrease)		29		$	296			11	$	109		29		$	311			10	$	100

Class I
Sale of shares		10		$	107			2,480	$	24,800		337		$	3,496			480	$	4,800
Reinvestment of distributions		132			1,317			—		—		12			131			—		—
Shares repurchased		(3	)		(25	)		—		—		(11	)		(114	)		—		—

Net Increase / (Decrease)		139		$	1,399			2,480	$	24,800		338		$	3,513			480	$	4,800


	Global Commodities Stock Fund												Global Dividend Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012						Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT

Class A
Sale of shares		80		$	742			140		$	1,240			2,127		$	28,633			1,597		$	19,592
Reinvestment of distributions		2			22			—	⁽¹⁾		—	⁽¹⁾		84			1,117			62			753
Shares repurchased		(117	)		(1,021	)		(71	)		(674	)		(1,204	)		(16,357	)		(944	)		(11,480	)

Net Increase / (Decrease)		(35	)	$	(257	)		69		$	566			1,007		$	13,393			715		$	8,865

Class C
Sale of shares		27		$	242			1		$	9			704		$	9,451			274		$	3,393
Reinvestment of distributions		—	⁽¹⁾		2			—			—			15			199			9			113
Shares repurchased		(5	)		(42	)		(1	)		(11	)		(135	)		(1,827	)		(135	)		(1,608	)

Net Increase / (Decrease)		22		$	202			—	⁽¹⁾	$	(2	)		584		$	7,823			148		$	1,898

Class I
Sale of shares		1,805		$	17,009			488		$	4,563			1,932		$	26,030			1,600		$	19,736
Reinvestment of distributions		44			411			9			83			122			1,626			101			1,234
Shares repurchased		(530	)		(4,807	)		(548	)		(5,050	)		(788	)		(10,470	)		(999	)		(12,391	)

Net Increase / (Decrease)		1,319		$	12,613			(51	)	$	(404	)		1,266		$	17,186			702		$	8,579


	Global Opportunities Fund												Global Real Estate Securities Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012						Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT

Class A
Sale of shares		1,572		$	16,673			4,217		$	37,925			513		$	12,029			307		$	6,515
Reinvestment of distributions		20			200			29			247			13			286			8			153
Shares repurchased		(1,733	)		(18,392	)		(3,966	)		(36,634	)		(252	)		(5,866	)		(224	)		(4,548	)

Net Increase / (Decrease)		(141	)	$	(1,519	)		280		$	1,538			274		$	6,449			91		$	2,120

Class B
Sale of shares		3		$	28			30		$	240			—		$	—			—		$	—
Shares repurchased		(41	)		(381	)		(41	)		(330	)		—			—			—			—

Net Increase / (Decrease)		(38	)	$	(353	)		(11	)	$	(90	)		—		$	—			—		$	—

Class C
Sale of shares		177		$	1,670			113		$	911			109		$	2,503			40		$	864
Reinvestment of distributions		—			—			—			—			2			49			1			11
Shares repurchased		(67	)		(630	)		(35	)		(284	)		(17	)		(380	)		(7	)		(149	)

Net Increase / (Decrease)		110		$	1,040			78		$	627			94		$	2,172			34		$	726

Class I
Sale of shares		403		$	4,324			2,383		$	22,400			607		$	14,299			516		$	10,922
Reinvestment of distributions		14			143			—			—			18			403			1			20
Shares repurchased		(132	)		(1,387	)		—			—			(72	)		(1,683	)		(16	)		(341	)

Net Increase / (Decrease)		285		$	3,080			2,383		$	22,400			553		$	13,019			501		$	10,601


	Greater Asia ex Japan Opportunities Fund												Greater European Opportunities Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012						Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT

Class A
Sale of shares		103		$	1,601			12		$	170			578		$	8,821			64		$	852
Reinvestment of distributions		21			325			28			360			18			270			21			247
Shares repurchased		(72	)		(1,142	)		(153	)		(2,015	)		(208	)		(3,196	)		(14	)		(179	)

Net Increase / (Decrease)		52		$	784			(113	)	$	(1,485	)		388		$	5,895			71		$	920

Class C
Sale of shares		13		$	208			1		$	18			43		$	656			—	⁽¹⁾	$	6
Reinvestment of distributions		—	⁽¹⁾		7			1			8			—	⁽¹⁾		7			1			6
Shares repurchased		(2	)		(29	)		(3	)		(38	)		(18	)		(280	)		—	⁽¹⁾		—	⁽¹⁾

Net Increase / (Decrease)		11		$	186			(1	)	$	(12	)		25		$	383			1		$	12

Class I
Sale of shares		48		$	738			16		$	223			361		$	5,441			8		$	100
Reinvestment of distributions		1			12			1			18			6			94			—	⁽¹⁾		5
Shares repurchased		(2	)		(37	)		(15	)		(204	)		(258	)		(3,854	)		(15	)		(179	)

Net Increase / (Decrease)		47		$	713			2		$	37			109		$	1,681			(7	)	$	(74	)


	International Equity Fund												International Real Estate Securities Fund
	Year Ended September 30, 2013						Year Ended September 30, 2012						Year Ended September 30, 2013						Year Ended September 30, 2012
	SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT			SHARES			AMOUNT

Class A
Sale of shares		13		$	135			8		$	88			1,121		$	7,391			200		$	1,197
Reinvestment of distributions		3			26			1			7			60			394			12			66
Shares repurchased		(17	)		(180	)		(88	)		(916	)		(235	)		(1,564	)		(230	)		(1,321	)

Net Increase / (Decrease)		(1	)	$	(19	)		(79	)	$	(821	)		946		$	6,221			(18	)	$	(58	)

Class C
Sale of shares		11		$	121			—	⁽¹⁾	$	2			119		$	791			94		$	550
Reinvestment of distributions		2			18			—	⁽¹⁾		4			15			99			2			12
Shares repurchased		(12	)		(124	)		—			—	⁽¹⁾		(79	)		(519	)		(45	)		(256	)

Net Increase / (Decrease)		1		$	15			—	⁽¹⁾	$	6			55		$	371			51		$	306

Class I
Sale of shares		158		$	1,674			724		$	7,394			1,550		$	10,345			1,993		$	11,674
Reinvestment of distributions		402			4,045			96			945			321			2,093			116			630
Shares repurchased		(2,790	)		(29,085	)		(186	)		(1,902	)		(1,661	)		(10,744	)		(2,447	)		(13,218	)

Net Increase / (Decrease)		(2,230	)	$	(23,366	)		634		$	6,437			210		$	1,694			(338	)	$	(914	)


	International Small-Cap Fund
	Year Ended September 30, 2013						From Inception September 5, 2012 to September 30, 2012
	SHARES			AMOUNT			SHARES		AMOUNT

Class A
Sale of shares		20		$	250			10	$	100
Reinvestment of distributions		—	⁽¹⁾		2			—		—
Shares repurchased		—	⁽¹⁾		(1	)		—		—

Net Increase / (Decrease)		20		$	251			10	$	100

Class C
Sale of shares		18		$	223			11	$	106
Reinvestment of distributions		—	⁽¹⁾		1			—		—
Shares repurchased		—	⁽¹⁾		(2	)		—		—

Net Increase / (Decrease)		18		$	222			11	$	106

Class I
Sale of shares		1,088		$	12,819			281	$	2,808
Reinvestment of distributions		6			65			—		—
Shares repurchased		(3	)⁽¹⁾		(34	)		—		—

Net Increase / (Decrease)		1,091		$	12,850			281	$	2,808

The International Equity Fund invested in derivative instruments during the reporting period in the form of forward currency contracts. The primary type of risk associated with the forward currency contracts is foreign exchange risk, associated with the conversion of foreign currency to U.S. dollars. The Fund may invest in forward currency contracts in an attempt to manage such risk and protect the U.S. dollar value of the portfolio.

For additional information on forward currency contracts in which the Fund invested in during the reporting period, refer to the Schedule of Investments and Note 2G.

The following is a summary of the International Equity Fund’s derivative instrument holdings categorized by primary risk exposure as of September 30, 2013 ($ reported in thousands):

For the fiscal year ended September 30, 2013, the International Equity Fund’s average volume of derivative activities is as follows:

At September 30, 2013, the following Funds held securities issued by various companies in specific sectors as detailed below:

Under the Trust’s organizational documents, their trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. Each Trustee has entered into an indemnification agreement with the Trust. In addition, in the normal course of business the Funds enter into contracts that provide a variety of indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds and that have not occurred. However, the Funds have not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

At September 30, 2013, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Funds were as follows:

The Funds have capital loss carryovers available to offset future realized capital gains, through the indicated expiration dates shown below:

The Trust may not realize the benefit of these losses to the extent each Fund does not realize gains on investments prior to the expiration of the capital loss carryovers.

For the year ended September 30, 2013 the following Funds utilized losses deferred in prior years against current year capital gains:

The International Real Estate Securities Fund had $16,239 capital loss carryover which expired in 2013.

Capital losses realized after October 31 and certain late year ordinary losses may be deferred and treated as occurring on the first day of the following fiscal year. For the fiscal year ended September 30, 2013, the Funds deferred and recognized losses as follow:

The components of distributable earnings on a tax basis (excluding unrealized appreciation (depreciation) which are disclosed above) consist of the following:

Restricted securities are not illiquid securities as defined above registered under the Securities Act of 1933 as amended (the “1933 Act”). Generally, 144A securities are excluded from this category, except where defined as illiquid.

Each Fund will bear any costs, including those involved in registration under the 1933 Act, in connection with the disposition of such securities.

At September 30, 2013, the Funds did not hold any illiquid and restricted securities.

Management, in the interest of protecting the fund shareholders from an adverse tax consequence, directed the sale of and subsequent repurchase of, certain portfolio securities ($34,629 of securities were sold). After this sale, the Fund conducted a capital gains distribution of $3,420 on April 19, 2013. This event along with the change in sub advisor, as mentioned in Note 3. B. above, resulted in a high portfolio turnover for this fund.

The Fund experienced large redemptions of $5,520, $9,069 and $7,459 on June 23, 2013, July 17, 2013 and September 27, 2013, respectively. In order for the Fund to payout the large redemption received on September 27, 2013, securities were sold over a period of one week resulting in a high percentage of Total Investments to Net Assets in the Schedule of Investments as of September 30, 2013.

In December 2011, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-11 regarding “Disclosures about Offsetting Assets and Liabilities”. The amendments, which will be effective for annual reporting periods beginning on or after January 1, 2013 and interim periods within those annual periods, require an entity to disclose information about offsetting and related arrangements for assets and liabilities, financial instruments and derivatives that are either currently offset in accordance with current requirements or are subject to enforceable master netting arrangements or similar agreements. At this time, management is evaluating the implications of ASU No. 2011-11 and its impact on the financial statements has not yet been determined.

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issuance, and has determined that the following subsequent events require recognition or disclosure in the financial statements.

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations and of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of Virtus Emerging Markets Debt Fund, Virtus Emerging Markets Equity Income Fund, Virtus Global Commodities Stock Fund, Virtus Global Dividend Fund, Virtus Global Opportunities Fund, Virtus Global Real Estate Securities Fund, Virtus Greater Asia ex Japan Opportunities Fund, Virtus Greater European Opportunities Fund, Virtus International Equity Fund, Virtus International Real Estate Securities Fund, and Virtus International Small Cap Fund, each a series of Virtus Opportunities Trust (the “Funds”), at September 30, 2013, the results of each of their operations, the changes in each of their net assets, and the financial highlights for each of the periods indicated, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as “financial statements”) are the responsibility of the Funds’ management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at September 30, 2013 by correspondence with the custodians and brokers, provide a reasonable basis for our opinion.

The individual listed below is an “interested person” of the Trust, as defined in Section 2(a)(19) of the 1940 Act, as amended, and the rules and regulations thereunder.

CONSIDERATION OF SUBADVISORY AGREEMENT FOR VIRTUS INTERNATIONAL EQUITY FUND BY THE BOARD OF TRUSTEES

The Board of Trustees (the “Board”) of Virtus Opportunities Trust (the “Trust”), including a majority of the Trustees who are not interested persons as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Independent Trustees”), last renewed the investment advisory agreement between Virtus Investment Advisers, Inc. (the “Adviser” or “VIA”) and the Trust, with respect to the Virtus International Equity Fund (the “Fund”) and certain other funds of the Trust (the “Advisory Agreement”), at an in-person meeting held on November 14-16, 2012. At an in-person Board meeting held on May 14, 2013, Fund Management recommended that Euclid Advisors, LLC (“Euclid” or the “Subadviser”) be appointed as subadviser to the Fund and that the Adviser enter into a new subadvisory agreement with Euclid (the “Subadvisory Agreement”). VIA will remain as investment adviser to the Fund. The Board, including the Independent Trustees, considered and approved the Subadvisory Agreement with Euclid for the Fund, as further discussed below.

In evaluating the proposal to appoint Euclid, the Board requested and evaluated information provided by the Adviser and Euclid which, in the Board’s view, constituted information necessary for the Board to form a judgment as to whether the subadviser change would be in the best interests of the Fund and its shareholders. The Board noted that due to the resignation of the previous subadviser it was necessary to appoint a new one. The Board noted the affiliation of the Subadviser with VIA and any potential conflicts of interest.

The Independent Trustees were separately advised by independent legal counsel throughout the process. The Board considered all the criteria separately with respect to the Fund and its shareholders. In their deliberations, the Trustees considered various factors, including those discussed below, none of which were controlling, and each Trustee may have attributed different weights to the various factors. The Board also discussed the proposed approval of the Subadvisory Agreement in private sessions with their independent legal counsel at which no representatives of management were present.

In making its determination with respect to the Subadvisory Agreement, the Board considered various factors, including:

Based on all of the foregoing considerations, the Board, including the Independent Trustees, determined that approval of the Subadvisory Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the Subadvisory Agreement with respect to the Fund.

At a reconvened Special Meeting of Shareholders of Virtus International Equity Fund, a series of Virtus Opportunities Trust, held on July 23, 2013, shareholders voted on the following proposal:

Investment Adviser

Virtus Investment Advisers, Inc.

100 Pearl Street

Hartford, CT 06103-4506

Principal Underwriter

VP Distributors, LLC

100 Pearl Street

Hartford, CT 06103-4506

Administrator and Transfer Agent

Virtus Fund Services, LLC

100 Pearl Street

Hartford, CT 06103-4506

Custodian

JPMorgan Chase Bank NA

1 Chase Manhattan Plaza

New York, NY 10005-1401

Independent Registered Public

Accounting Firm

PricewaterhouseCoopers LLC

2001 Market Street

Philadelphia, PA 19103-7042

How to Contact Us

Mutual Fund Services 1-800-243-1574

Adviser Consulting Group 1-800-243-4361

Telephone Orders 1-800-367-5877

Web sitehttp://Virtus.com

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and

There have been no material changes to the procedures by which the shareholders may recommend nominees to the registrant’s board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Average Annual Total Returns¹ for periods ended 9/30/13
	Since Inception			Inception Date
Class A Shares at NAV²		25.75	%		12/18/12
Class A Shares at POP^3,4		18.52			12/18/12
Class C Shares at NAV²		25.02			12/18/12
Class C Shares with CDSC⁴		24.02			12/18/12
Class I Shares at NAV		25.96			12/18/12
S&P 500^® Index		18.18⁵			—
Russell 3000^® Index		19.94⁵			—


Average Annual Total Returns¹ for periods ended 9/30/13
	Since Inception			Inception Date
Class A Shares at NAV²		-4.53	%		12/18/12
Class A Shares at POP^3,4		-8.11			12/18/12
Class C Shares at NAV²		-4.95			12/18/12
Class C Shares with CDSC⁴		-5.90			12/18/12
Class I Shares at NAV		-4.28			12/18/12
Barclays U.S. Aggregate Bond Index		-1.47			—	⁵


Average Annual Total Returns¹ for periods ended 9/30/13
	Since Inception			Inception Date
Class A Shares at NAV²		13.40	%		12/18/12
Class A Shares at POP^3,4		6.88			12/18/12
Class C Shares at NAV²		12.80			12/18/12
Class C Shares with CDSC⁴		11.80			12/18/12
Class I Shares at NAV		13.70			12/18/12
S&P 500^® Index		18.18	⁵		—
MSCI EAFE^® Index (net)		16.31	⁵		—


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—99.7%
iShares Russell 1000^® Growth Index Fund		6,450	$	505
iShares Russell 2000^® Growth Index Fund		4,380		551
iShares Russell Midcap^® Growth Index Fund		6,580		515
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $1,393)				1,571
TOTAL LONG TERM INVESTMENTS—99.7%
(Identified Cost $1,393)				1,571

SHORT-TERM INVESTMENTS—1.0%

Money Market Mutual Funds—1.0%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		15,496		15
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $15)				15
TOTAL INVESTMENTS—100.7% (Identified Cost $1,408)				1,586	⁽¹⁾
Other assets and liabilities, net—(0.7)%				(11	)

NET ASSETS—100.0%			$	1,575


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—100.9%
iShares Barclays Treasury Inflation Protected Securities Bond Fund		4,650	$	523
iShares iBoxx $ High Yield Corporate Bond Fund		1,440		132
iShares iBoxx Investment Grade Corporate Bond Fund		3,440		391
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $1,067)				1,046
TOTAL LONG TERM INVESTMENTS—100.9%
(Identified Cost $1,067)				1,046

SHORT-TERM INVESTMENTS—0.6%

Money Market Mutual Funds—0.6%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		5,902		6
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $6)				6
TOTAL INVESTMENTS—101.5%
(Identified Cost $1,073)				1,052	⁽¹⁾
Other assets and liabilities, net—(1.5)%				(15	)

NET ASSETS—100.0%			$	1,037


Message to Shareholders				1
Disclosure of Fund Expenses				2
Key Investment Terms				4

Fund	Fund Summary		Schedule of Investments

Virtus Bond Fund (“Bond Fund”)		6		29
Virtus CA Tax-Exempt Bond Fund (“CA Tax-Exempt Bond Fund”)		8		36
Virtus Disciplined Equity Style Fund (“Disciplined Equity Style Fund”)		10		39
Virtus Disciplined Select Bond Fund (“Disciplined Select Bond Fund”)		12		40
Virtus Disciplined Select Country Fund (“Disciplined Select Country Fund”)		14		41
Virtus Herzfeld Fund (“Herzfeld Fund”)		16		42
Virtus High Yield Fund (“High Yield Fund”)		19		43
Virtus Low Volatility Equity Fund		21		48
Virtus Multi-Sector Intermediate Bond Fund (“Multi-Sector Intermediate Bond Fund”) (f/k/a “Multi-Sector Fixed Income Fund”)		23		49
Virtus Senior Floating Rate Fund (“Senior Floating Rate Fund”)		25		58
Virtus Wealth Masters Fund (“Wealth Masters Fund”)		27		67
Statements of Assets and Liabilities				69
Statements of Operations				72
Statements of Changes in Net Assets				75
Financial Highlights				80
Notes to Financial Statements				85
Report of Independent Registered Public Accounting Firm				98
Tax Information Notice				99
Consideration of Advisory and Subadvisory Agreements by the Board of Trustees				100
Fund Management Tables				102



Asset Allocation

The following table presents asset allocations within certain sectors and as a percentage of total investments as of September 30, 2013.
Corporate Bonds	56	%
Mortgage-Backed Securities	22
Loan Agreements	9
Foreign Government	5
Preferred Stock	3
Other (includes short-term investments)	5

Total	100	%


	Total Value at September 30, 2013		Level 1 Quoted Prices		Level 2 Significant Observable Inputs		Level 3 Significant Unobservable Inputs
Debt Securities:
Asset-Backed Securities	$	3,837	$	—	$	3,837	$	—
Convertible Bonds		315		—		315		—
Corporate Bonds and Notes		47,951		—		47,941		10
Foreign Government Securities		4,577		—		4,577		—
Loan Agreements		7,556		—		7,556		—
Mortgage-Backed Securities		18,759		—		18,759		—
Municipal Bonds		306		—		306		—
Equity Securities:
Preferred Stock		2,294		669		1,625		—
Short-Term Investments		641		641		—		—

Total Investments	$	86,236	$	1,310	$	84,916	$	10


	Corporate Bonds and Notes
Investments in Securities
Balance as of September 30, 2012:	$	14
Accrued discount/(premium)		—
Realized gain (loss)		—
Change in unrealized appreciation (depreciation)		—	^(c)
Purchases		—
Sales^(b)		(4	)
Transfers into Level 3^(a)		—
Transfers from Level 3^(a)		—

Balance as of September 30, 2013	$	10	^(d)


	SHARES		VALUE
EXCHANGE-TRADED FUNDS—99.3%
iShares S&P 100^® Index Fund⁽²⁾⁽³⁾		21,200	$	1,587
TOTAL EXCHANGE-TRADED FUNDS (Identified Cost $1,554)				1,587

PURCHASED OPTIONS—0.2%

Call Options—0.2%
CBOE Volatility Index expiring 10/16/13 Strike Price $18⁽²⁾		51		4
TOTAL PURCHASED OPTIONS (Identified Cost $4)				4
TOTAL LONG TERM INVESTMENTS—99.4%
(Identified Cost $1,557)				1,591	⁽¹⁾

SHORT-TERM INVESTMENTS—0.6%

Money Market Mutual Funds—0.6%
Fidelity Money Market Portfolio – Institutional Shares (Seven-day effective yield 0.090%)		9,068		9
TOTAL SHORT-TERM INVESTMENTS (Identified Cost $9)				9
TOTAL INVESTMENTS, BEFORE WRITTEN OPTIONS—100.1%
(Identified Cost $1,567)				1,600	⁽¹⁾


	SHARES		VALUE
WRITTEN OPTIONS—0.0%

Call Options—0.0%
S&P 500^® Index Fund expiring 10/19/13 Strike price $1,780⁽²⁾		9	$	(—⁽⁴⁾	)
TOTAL WRITTEN OPTIONS (Identified Cost $(2))				(—⁽⁴⁾	)
TOTAL INVESTMENTS, NET OF WRITTEN OPTIONS—100.1%
(Identified Cost $1,565)				1,600	⁽¹⁾
Other assets and liabilities, net—(0.1)%				(2	)

NET ASSETS—100.0%			$	1,598


	Total			Asset-Backed Securities			Corporate Bonds and Notes			Loan Agreements			Common Stocks
Investments in Securities
Balance as of September 30, 2012:	$	76		$	—		$	13	^(c)	$	51		$	12
Accrued discount/(premium)		—			—			—			—			—
Realized gain (loss)		(2	)		—			—			(2	)		—
Change in unrealized appreciation (depreciation)		558			(5	)		608			(51	)		6
Purchases		744			703			—			40			—
Sales^(b)		(685	)		(25	)		(621	)		(38	)		—
Transfers into Level 3^(a)		—			—			—			—			—
Transfers from Level 3^(a)		—			—			—			—			—

Balance as of September 30, 2013	$	691		$	673		$	—		$	—		$	18	^(c)


	SHARES		VALUE
SECURITIES LENDING COLLATERAL—0.1%
INVESCO Short-Term Investments Liquid Assets Portfolio (The) Institutional Shares (seven-day effective yield 0.070%)⁽⁴⁾		42,000	$	42
TOTAL SECURITIES LENDING COLLATERAL (Identified Cost $42)				42
TOTAL INVESTMENTS—99.9% (Identified Cost $50,654)				51,664	⁽¹⁾
Other assets and liabilities, net—0.1%				60

NET ASSETS—100.0%			$	51,724



	Bond Fund			CA Tax-Exempt Bond Fund			Disciplined Equity Style Fund			Disciplined Select Bond Fund

Assets
Investment in securities at value⁽¹⁾⁽³⁾	$	86,236		$	47,172		$	1,586		$	1,052
Cash		55			983			—			—
Receivables
Investment securities sold		566			—			—			—
Fund shares sold		96			1			6			—
Receivable from adviser		—			—			4			5
Dividends and interest receivable		914			677			—			—
Prepaid expenses		25			13			—			—
Prepaid trustee retainer		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾

Total assets		87,892			48,846			1,596			1,057

Liabilities
Payables
Fund shares repurchased		68			77			—			—
Investment securities purchased		1,126			—			—			—
Dividend distributions		51			73			—			—
Investment advisory fee		10			10			—			—
Distribution and service fees		18			5			—	⁽²⁾		—	⁽²⁾
Administration fee		9			5			—	⁽²⁾		—	⁽²⁾
Transfer agent fees and expenses		21			4			—	⁽²⁾		—	⁽²⁾
Trustees’ fees and expenses		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾
Professional fees		32			31			18			18
Other accrued expenses		8			3			3			2

Total liabilities		1,343			208			21			20

Net Assets	$	86,549		$	48,638		$	1,575		$	1,037

Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	90,909		$	46,573		$	1,298		$	1,096
Accumulated undistributed net investment income (loss)		51			25			—			—	⁽²⁾
Accumulated undistributed net realized gain (loss)		(3,647	)		943			99			(38	)
Net unrealized appreciation (depreciation) on investments		(764	)		1,097			178			(21	)

Net Assets	$	86,549		$	48,638		$	1,575		$	1,037

Class A
Net asset value (net assets/shares outstanding) per share	$	11.21		$	12.10		$	12.47		$	9.44
Maximum offering price per share NAV/(1–2.75%)	$	—		$	12.70		$	—			—
Maximum offering price per share NAV/(1–3.75%)	$	11.77		$	—		$	—		$	—
Maximum offering price per share NAV/(1–5.75%)	$	—		$	—		$	13.23		$	10.02
Shares of beneficial interest outstanding, no par value⁽³⁾, unlimited authorization		5,109,588			1,868,190			26,111			16,668
Net Assets	$	57,286		$	22,612		$	326		$	157
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	10.95		$	—		$	—		$	—
Shares of beneficial interest outstanding, no par value⁽³⁾, unlimited authorization		36,613			—			—			—
Net Assets	$	401		$	—		$	—		$	—
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	10.99		$	—		$	12.40		$	9.44
Shares of beneficial interest outstanding, no par value⁽³⁾, unlimited authorization		621,281			—			19,112			12,093
Net Assets	$	6,825		$	—		$	237		$	114
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	11.37		$	12.09		$	12.49		$	9.45
Shares of beneficial interest outstanding, no par value⁽³⁾, unlimited authorization		1,938,665			2,151,960			81,095			81,031
Net Assets	$	22,037		$	26,026		$	1,012		$	766

⁽¹⁾ Investment in securities at cost	$	87,000		$	46,075		$	1,408		$	1,073
⁽²⁾ Amount is less than $500.
⁽³⁾ All Funds with exception of Bond Fund have no par value. Bond Fund has a par value of $1.00.



	Disciplined Select Country Fund			Herzfeld Fund			High Yield Fund			Low Volatility Equity Fund

Assets
Investment in securities at value⁽¹⁾	$	1,208		$	9,626		$	89,903		$	1,600
Cash		—			—			88			3
Deposits with prime broker for options		—			—			—			1
Receivables
Investment securities sold		—			—			464			—
Fund shares sold		—			—			13			—
Receivable from adviser		4			—			—			7
Dividends and interest receivable		—	⁽²⁾		27			1,515			—
Prepaid expenses		—			27			23			1
Prepaid trustee retainer		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾

Total assets		1,212			9,680			92,006			1,612

Liabilities
Written options at value⁽³⁾		—			—			—			—	⁽²⁾
Payables
Fund shares repurchased		—			25			182			—
Investment securities purchased		—			—			2,190			—
Dividend distributions		—			—			90			—
Investment advisory fee		—			4			40			—
Distribution and service fees		—	⁽²⁾		5			19			—	⁽²⁾
Administration fee		—	⁽²⁾		1			9			—	⁽²⁾
Transfer agent fees and expenses		—	⁽²⁾		1			29			—	⁽²⁾
Trustees’ fees and expenses		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾
Professional fees		18			18			37			13
Other accrued expenses		1			2			10			1

Total liabilities		19			56			2,606			14

Net Assets	$	1,193		$	9,624		$	89,400		$	1,598

Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	1,052		$	9,783		$	113,971		$	1,561
Accumulated undistributed net investment income (loss)		4			—			—			10
Accumulated undistributed net realized gain (loss)		9			92			(25,362	)		(8	)
Net unrealized appreciation (depreciation) on investments		128			(251	)		791			35

Net Assets	$	1,193		$	9,624		$	89,400		$	1,598

Class A
Net asset value (net assets/shares outstanding) per share	$	11.34		$	10.45		$	4.27		$	10.24
Maximum offering price per share NAV/(1–3.75%)	$	—		$	—		$	4.48		$	—
Maximum offering price per share NAV/(1–5.75%)	$	12.03		$	11.09		$	—		$	10.86
Shares of beneficial interest outstanding, no par value, unlimited authorization		15,030			279,034			18,774,573			13,317
Net Assets	$	171		$	2,917		$	80,155		$	136
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	—		$	—		$	4.17		$	—
Shares of beneficial interest outstanding, no par value, unlimited authorization		—			—			31,522			—
Net Assets	$	—		$	—		$	131		$	—
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	11.28		$	10.43		$	4.21		$	10.21
Shares of beneficial interest outstanding, no par value, unlimited authorization		10,000			473,934			784,735			12,733
Net Assets	$	113		$	4,942		$	3,302		$	130
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	11.37		$	10.46		$	4.27		$	10.25
Shares of beneficial interest outstanding, no par value, unlimited authorization		80,000			168,726			1,361,506			130,000
Net Assets	$	909		$	1,765		$	5,812		$	1,332

⁽¹⁾ Investment in securities at cost	$	1,080		$	9,877		$	89,112		$	1,567
⁽²⁾ Amount is less than $500.
⁽³⁾ Written options at cost		—			—			—			(2	)



	Multi-Sector Intermediate Bond Fund			Senior Floating Rate Fund			Wealth Masters Fund


Assets
Investment in securities at value⁽¹⁾⁽³⁾	$	378,960		$	1,034,984		$	51,664
Foreign currency at value⁽²⁾		—			124			—
Cash		360			6,699			—
Receivables
Investment securities sold		4,150			6,046			218
Fund shares sold		578			9,641			40,954
Dividends and interest receivable		5,418			4,113			7
Prepaid expenses		41			54			25
Prepaid trustee retainer		2			5			—	⁽⁴⁾

Total assets		389,509			1,061,666			92,868

Liabilities
Payables
Fund shares repurchased		1,003			2,967			2
Investment securities purchased		4,588			86,583			41,065
Borrowings (Note 12)		—			20,000			—
Collateral on securities loaned		—			—			42
Dividend distributions		328			443			—
Investment advisory fee		175			457			2
Distribution and service fees		131			225			2
Administration fee		41			97			1
Transfer agent fees and expenses		62			114			1
Trustees’ fees and expenses		—	⁽⁴⁾		1			—	⁽⁴⁾
Interest payable on line of credit		—			1			—
Professional fees		38			37			27
Other accrued expenses		38			170			2

Total liabilities		6,404			111,095			41,144

Net Assets	$	383,105		$	950,571		$	51,724

Net Assets Consist of:
Capital paid in on shares of beneficial interest	$	378,270		$	949,913		$	50,694
Accumulated undistributed net investment income (loss)		271			—			—
Accumulated undistributed net realized gain (loss)		5,986			(118	)		20
Net unrealized appreciation (depreciation) on investments		(1,422	)		776			1,010

Net Assets	$	383,105		$	950,571		$	51,724

Class A
Net asset value (net assets/shares outstanding) per share	$	10.77		$	9.79		$	13.12
Maximum offering price per share NAV/(1–2.75%)	$	—		$	10.28		$	—
Maximum offering price per share NAV/(1–3.75%)	$	11.31		$	—		$	—
Maximum offering price per share NAV/(1–5.75%)	$	—		$	—		$	13.92
Shares of beneficial interest outstanding, no par value, unlimited authorization		17,130,296			39,423,203			394,090
Net Assets	$	184,524		$	386,113		$	5,169
Class B
Net asset value (net assets/shares outstanding) and offering price per share	$	10.74		$	—		$	—
Shares of beneficial interest outstanding, no par value, unlimited authorization		707,613			—			—
Net Assets	$	7,603		$	—		$	—
Class C
Net asset value (net assets/shares outstanding) and offering price per share	$	10.86		$	9.81		$	13.04
Shares of beneficial interest outstanding, no par value, unlimited authorization		9,635,114			18,625,510			133,592
Net Assets	$	104,591		$	182,667		$	1,742
Class I
Net asset value (net assets/shares outstanding) and offering price per share	$	10.77		$	9.79		$	13.14
Shares of beneficial interest outstanding, no par value, unlimited authorization		8,018,049			39,009,467			3,410,406
Net Assets	$	86,387		$	381,791		$	44,813
⁽¹⁾ Investment in securities at cost	$	380,383		$	1,034,208		$	50,654
⁽²⁾ Foreign currency at cost		—			124			—
⁽³⁾ Market value of securities on loan		—			—			40
⁽⁴⁾ Amount less than $500.



	Bond Fund			CA Tax-Exempt Bond Fund			Disciplined Equity Style Fund⁽²⁾			Disciplined Select Bond Fund⁽²⁾

Investment Income
Dividends	$	69		$	—		$	19		$	23
Interest		4,619			2,274			—			—
Foreign taxes withheld		—	⁽¹⁾		—			—			—

Total investment income		4,688			2,274			19			23

Expenses
Investment advisory fees		459			241			10			6
Service fees, Class A		161			65			—	⁽¹⁾		—	⁽¹⁾
Distribution and service fees, Class B		6			—			—			—
Distribution and service fees, Class C		86			—			1			1
Administration fees		130			68			1			1
Transfer agent fees and expenses		124			36			1			1
Registration fees		51			27			37			37
Printing fees and expenses		9			4			4			4
Custodian fees		12			2			1			—	⁽¹⁾
Professional fees		32			36			21			21
Trustees’ fees and expenses		5			2			—	⁽¹⁾		—	⁽¹⁾
Miscellaneous expenses		13			6			3			3

Total expenses		1,088			487			79			74
Less expenses reimbursed and/or waived by investment adviser		(222	)		(100	)		(64	)		(64	)

Net expenses		866			387			15			10

Net investment income (loss)		3,822			1,887			4			13

Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		3,042			945			104			(38	)
Net realized gain (loss) on foreign currency transactions		(15	)		—			—			—
Net realized gain (loss) on futures		(65	)		—			—			—
Net change in unrealized appreciation (depreciation) on investments		(6,584	)		(3,790	)		178			(21	)
Net change in unrealized appreciation (depreciation) on foreign currency translation		—	⁽¹⁾		—			—			—
Net change in unrealized appreciation (depreciation) on futures		70			—			—			—

Net gain (loss) on investments		(3,552	)		(2,845	)		282			(59	)

Net increase (decrease) in net assets resulting from operations	$	270		$	(958	)	$	286		$	(46	)



	Disciplined Select Country Fund⁽²⁾			Herzfeld Fund			High Yield Fund			Low Volatility Equity Fund⁽³⁾


Investment Income
Dividends	$	17		$	194		$	60		$	17
Interest		—			—	⁽¹⁾		7,384			—

Total investment income		17			194			7,444			17

Expenses
Investment advisory fees		9			49			672			4
Service fees, Class A		—	⁽¹⁾		3			248			—	⁽¹⁾
Distribution and service fees, Class B		—			—			2			—
Distribution and service fees, Class C		1			21			32			—	⁽¹⁾
Administration fees		1			6			132			1
Transfer agent fees and expenses		1			4			154			—	⁽¹⁾
Registration fees		37			53			56			13
Printing fees and expenses		4			2			11			—	⁽¹⁾
Custodian fees		—	⁽¹⁾		2			10			—	⁽¹⁾
Professional fees		21			14			38			17
Trustees’ fees and expenses		—	⁽¹⁾		—	⁽¹⁾		5			—	⁽¹⁾
Miscellaneous expenses		3			5			15			1

Total expenses		77			159			1,375			36
Less expenses reimbursed and/or waived by investment adviser		(64	)		(68	)		(161	)		(29	)

Net expenses		13			91			1,214			7

Net investment income (loss)		4			103			6,230			10

Net Realized and Unrealized Gain (Loss) on Investments
Net realized gain (loss) on investments		9			70			3,629			(11	)
Net realized gain (loss) on foreign currency transactions		—			—			—	⁽¹⁾		—
Net realized gain (loss) on options		—			—			—			3
Capital gain distributions from underlying funds		—			36			—			—
Net change in unrealized appreciation (depreciation) on investments		128			(269	)		(3,657	)		33
Net change in unrealized appreciation (depreciation) on foreign currency translation		—			—			—	⁽¹⁾		—
Net change in unrealized appreciation (depreciation) on options		—			—			—			2

Net gain (loss) on investments		137			(163	)		(28	)		27

Net increase (decrease) in net assets resulting from operations	$	141		$	(60	)	$	6,202		$	37



	Bond Fund						CA Tax-Exempt Bond Fund
	Year Ended September 30, 2013			Year Ended September 30, 2012			Year Ended September 30, 2013			Year Ended September 30, 2012
INCREASE/(DECREASE) IN NET ASSETS
From Operations
Net investment income (loss)	$	3,822		$	4,914		$	1,887		$	2,192
Net realized gain (loss)		2,962			7,017			945			873
Net change in unrealized appreciation (depreciation)		(6,514	)		2,098			(3,790	)		2,225

Increase (decrease) in net assets resulting from operations		270			14,029			(958	)		5,290

From Distributions to Shareholders
Net investment income, Class A		(2,348	)		(2,140	)		(872	)		(1,124	)
Net investment income, Class B		(16	)		(24	)		—			—
Net investment income, Class C		(252	)		(208	)		—			—
Net investment income, Class I		(1,086	)		(2,609	)		(990	)		(1,153	)
Net realized long-term gains, Class A		—			—			(386	)		—
Net realized long-term gains, Class I		—			—			(385	)		—

Decrease in net assets from distributions to shareholders		(3,702	)		(4,981	)		(2,633	)		(2,277	)

From Share Transactions (See Note 5)
Change in net assets from share transactions, Class A		(8,371	)		(405	)		(4,460	)		(2,423	)
Change in net assets from share transactions, Class B		(310	)		(499	)		—			—
Change in net assets from share transactions, Class C		(1,638	)		295			—			—
Change in net assets from share transactions, Class I		(6,514	)		(51,398	)		(753	)		(253	)

Increase (decrease) in net assets from share transactions		(16,833	)		(52,007	)		(5,213	)		(2,676	)


Net increase (decrease) in net assets		(20,265	)		(42,959	)		(8,804	)		337

Net Assets
Beginning of period		106,814			149,773			57,442			57,105

End of period	$	86,549		$	106,814		$	48,638		$	57,442

Accumulated undistributed net investment income (loss) at end of period	$	51		$	42		$	25		$	—	⁽¹⁾


	Net Asset Value, Beginning of Period			Net Investment Income (Loss)⁽²⁾		Net Realized and Unrealized Gain (Loss)			Total from Investment Operations			Dividends from Net Investment Income			Distributions from Net Realized Gains			Total Distributions			Change in Net Asset Value			Net Asset Value, End of Period			Total Return⁽¹⁾			Net Assets, End of Period (in thousands)			Ratio of Net Expenses to Average Net Assets⁽⁸⁾			Ratio of Gross Expenses to Average Net Assets (before waivers and reimburse ments)⁽⁸⁾			Ratio of Net Investment Income (Loss) to Average Net Assets			Portfolio Turnover Rate
Bond Fund
Class A
10/1/12 to 9/30/13		$	11.61		0.43		(0.41	)		0.02			(0.42	)		—			(0.42	)		(0.40	)		$	11.21		0.17	%		$	57,286		0.85	%		1.07	%		3.75	%		107	%
10/1/11 to 9/30/12			10.96		0.35		0.67			1.02			(0.37	)		—			(0.37	)		0.65				11.61		9.34				67,804		0.85			1.02			3.12			210
10/1/10 to 9/30/11			11.18		0.46		(0.21	)		0.25			(0.47	)		—			(0.47	)		(0.22	)			10.96		2.39				64,449		0.85			1.04			4.16			169
10/1/09 to 9/30/10			10.57		0.46		0.62			1.08			(0.47	)		—			(0.47	)		0.61				11.18		10.42				67,147		0.84	⁽¹⁰⁾		0.98			4.26			160
10/1/08 to 9/30/09			9.75		0.42		0.82			1.24			(0.42	)		—			(0.42	)		0.82				10.57		13.12				66,232		0.85			1.01			4.15			274

Class B
10/1/12 to 9/30/13		$	11.34		0.33		(0.38	)		(0.05	)		(0.34	)		—			(0.34	)		(0.39	)		$	10.95		(0.50	)%		$	401		1.60	%		1.82	%		2.95	%		107	%
10/1/11 to 9/30/12			10.71		0.27		0.64			0.91			(0.28	)		—			(0.28	)		0.63				11.34		8.48				727		1.60			1.77			2.43			210
10/1/10 to 9/30/11			10.93		0.37		(0.20	)		0.17			(0.39	)		—			(0.39	)		(0.22	)			10.71		1.64				1,171		1.60			1.80			3.38			169
10/1/09 to 9/30/10			10.34		0.37		0.60			0.97			(0.38	)		—			(0.38	)		0.59				10.93		9.60				2,812		1.59	⁽¹⁰⁾		1.72			3.50			160
10/1/08 to 9/30/09			9.55		0.34		0.80			1.14			(0.35	)		—			(0.35	)		0.79				10.34		12.23				4,212		1.59			1.75			3.52			274

Class C
10/1/12 to 9/30/13		$	11.38		0.34		(0.39	)		(0.05	)		(0.34	)		—			(0.34	)		(0.39	)		$	10.99		(0.51	)%		$	6,825		1.60	%		1.82	%		2.99	%		107	%
10/1/11 to 9/30/12			10.75		0.26		0.65			0.91			(0.28	)		—			(0.28	)		0.63				11.38		8.55				8,756		1.60			1.77			2.36			210
10/1/10 to 9/30/11			10.96		0.37		(0.19	)		0.18			(0.39	)		—			(0.39	)		(0.21	)			10.75		1.63				7,984		1.60			1.79			3.41			169
10/1/09 to 9/30/10			10.37		0.37		0.60			0.97			(0.38	)		—			(0.38	)		0.59				10.96		9.57				8,663		1.59	⁽¹⁰⁾		1.73			3.50			160
10/1/08 to 9/30/09			9.58		0.34		0.80			1.14			(0.35	)		—			(0.35	)		0.79				10.37		12.19				8,048		1.59			1.75			3.43			274

Class I
10/1/12 to 9/30/13		$	11.76		0.47		(0.41	)		0.06			(0.45	)		—			(0.45	)		(0.39	)		$	11.37		0.49	%		$	22,037		0.60	%		0.82	%		3.98	%		107	%
10/1/11 to 9/30/12			11.10		0.39		0.66			1.05			(0.39	)		—			(0.39	)		0.66				11.76		9.64				29,527		0.60			0.77			3.39			210
10/1/10 to 9/30/11			11.30		0.49		(0.19	)		0.30			(0.50	)		—			(0.50	)		(0.20	)			11.10		2.67				76,169		0.60			0.79			4.39			169
10/1/09 to 9/30/10			10.68		0.49		0.62			1.11			(0.49	)		—			(0.49	)		0.62				11.30		10.65				120,459		0.59	⁽¹⁰⁾		0.73			4.51			160
10/1/08 to 9/30/09			9.86		0.45		0.83			1.28			(0.46	)		—			(0.46	)		0.82				10.68		13.34				144,835		0.59			0.75			4.52			274
CA Tax-Exempt
Bond Fund
Class A
10/1/12 to 9/30/13		$	12.96		0.43		(0.68	)		(0.25	)		(0.43	)		(0.18	)		(0.61	)		(0.86	)		$	12.10		(2.12	)%		$	22,612		0.85	%		1.04	%		3.39	%		22	%
10/1/11 to 9/30/12			12.30		0.46		0.68			1.14			(0.48	)		—			(0.48	)		0.66				12.96		9.40				28,803		0.85			1.04			3.65			16
10/1/10 to 9/30/11			12.34		0.48		(0.04	)		0.44			(0.48	)		—			(0.48	)		(0.04	)			12.30		3.75				29,688		0.85			1.05			4.04			12
10/1/09 to 9/30/10			12.29		0.48		0.04			0.52			(0.47	)		—			(0.47	)		0.05				12.34		4.43				31,945		0.85			1.03			3.94			10
10/1/08 to 9/30/09			11.41		0.47		0.90			1.37			(0.48	)		(0.01	)		(0.49	)		0.88				12.29		12.31				33,728		0.85			1.02			4.10			8


	1st $1 Billion			$1+ Billion
Bond Fund		0.45	%		0.40	%
Herzfeld Fund		1.00			0.95
Wealth Masters Fund		0.85			0.80


	1st $1 Billion			$1+ Billion – $2 Billion			$2 + Billion
CA Tax-Exempt Bond Fund		0.45	%		0.40	%		0.35	%
High Yield Fund		0.65			0.60			0.55
Multi-Sector Intermediate Bond Fund		0.55			0.50			0.45
Senior Floating Rate Fund		0.60			0.55			0.50


	1st $2 Billion			$2+ Billion – $4 Billion			$4+ Billion
Disciplined Equity Style Fund		1.00	%		0.95	%		0.90	%
Disciplined Select Bond Fund		0.80			0.75			0.70
Disciplined Select Country Fund		1.10			1.05			1.00
Low Volatility Equity Fund		0.95			0.90			0.85


Fund	Subadviser	Fund	Subadviser
Bond Fund	NF⁽¹⁾	High Yield Fund	NF⁽¹⁾
CA Tax-Exempt Bond Fund	NF⁽¹⁾	Low Volatility Equity Fund	Rampart⁽⁵⁾
Disciplined Equity Style Fund	Newfound⁽⁴⁾	Multi-Sector Intermediate Bond Fund	NF⁽¹⁾
Disciplined Select Bond Fund	Newfound⁽⁴⁾	Senior Floating Rate Fund	NF⁽¹⁾
Disciplined Select Country Fund	Newfound⁽⁴⁾	Wealth Masters Fund	Horizon⁽³⁾
Herzfeld Fund	Herzfeld⁽²⁾


	Fiscal Year Ended
	2014		2015		2016		Total
Bond Fund	$	305	$	263	$	222	$	790
CA Tax-Exempt Bond Fund		113		112		100		325
Disciplined Equity Style Fund		—		—		64		64
Disciplined Select Bond Fund		—		—		64		64
Disciplined Select Country Fund		—		—		64		64
Herzfeld Fund		—		25		68		93
High Yield Fund		145		159		161		465
Low Volatility Equity Fund		—		—		29		29
Wealth Masters Fund		—		29		96		125


	Shares		Aggregate Net Asset Value
Disciplined Equity Style Fund
Class A		10,084	$	126
Class C		10,082		125
Class I		80,681		1,008
Disciplined Select Bond Fund
Class A		10,113		95
Class C		10,068		95
Class I		81,031		766
Disciplined Select Country Fund
Class A		10,000		113
Class C		10,000		113
Class I		80,000		910
Herzfeld Fund
Class A		10,269		107
Class C		10,216		107
Class I		82,313		861
High Yield Fund
Class I		25,474		109
Low Volatility Equity Fund
Class A		10,000		102
Class C		10,000		102
Class I		130,000		1,333
Multi-Sector Intermediate Bond Fund
Class I		10,655		115
Senior Floating Rate Fund
Class I		2,380,288		23,303
Wealth Masters Fund
Class A		10,133		133
Class C		10,109		132
Class I		3,125,260		41,066


	Purchases		Sales
Bond Fund	$	104,645	$	80,780
CA Tax-Exempt Bond		11,445		17,185
Disciplined Equity Style Fund		6,862		5,574
Disciplined Select Bond Fund		5,198		4,093
Disciplined Select Country Fund		2,313		1,251
Herzfeld Fund		9,005		956
High Yield Fund		100,590		114,683
Low Volatility Equity Fund		1,553		—
Multi-Sector Intermediate Bond Fund		322,514		320,941
Senior Floating Rate Fund		959,048		446,453
Wealth Masters Fund		51,038		1,537


Call options	Number of contracts			Premium received
Options outstanding at June 11, 2013		0		$	—
Options written		36			9
Options closed		(9	)		(3	)
Options expired		(18	)		(4	)
Options exercised		0			0

Options outstanding at September 30, 2013		9			2


Statements of Assets and Liabilities				Statements of Operations

Assets: Variation margin for futures contracts⁽²⁾	$	—		Net realized gain (loss) on futures	$	(65)
				Net realized gain (loss) on options		3
Liabilities: Written call options at value		—	⁽³⁾	Net change in unrealized appreciation (depreciation) on futures		70
				Net change in unrealized appreciation (depreciation) on written options		2

Net asset (liability) balance	$	—	⁽³⁾	Total realized and unrealized gain (loss)	$	10


	% of Shares Outstanding			Number of Accounts
CA-Tax Exempt Bond Fund		37	%		2
Disciplined Equity Style Fund		64			1	*
Disciplined Select Bond Fund		74			1	*
Disciplined Select Country Fund		76			1	*
Herzfeld Fund		10			1	*
Multi-Sector Intermediate Bond Fund		16			1
Senior Floating Rate Fund		37			2
Wealth Masters Fund		79			1	*


Fund	Federal Tax Cost			Unrealized Appreciation		Unrealized (Depreciation)			Net Unrealized Appreciation (Depreciation)
Bond Fund	$	87,001		$	1,754	$	(2,519	)	$	(765	)
CA Tax-Exempt Bond Fund		46,075			2,364		(1,267	)		1,097
Disciplined Equity Style Fund		1,408			178		—			178
Disciplined Select Bond Fund		1,102			—		(50	)		(50	)
Disciplined Select Country Fund		1,082			127		(1	)		126
Herzfeld Fund		9,878			173		(425	)		(252	)
High Yield Fund		89,112			2,223		(1,432	)		791
Low Volatility Equity Fund Securities		1,566			33		—			33
Low Volatility Equity Fund Options		—	⁽¹⁾		—		—			—
Multi-Sector Intermediate Bond Fund		380,460			9,652		(11,152	)		(1,500	)
Senior Floating Rate Fund		1,034,220			5,861		(5,097	)		764
Wealth Masters Fund		50,687			1,100		(123	)		977


	2017		2018		No Expiration		Total
Bond Fund	$	3,645	$	—	$	—	$	3,645
Disciplined Select Bond Fund		—		—		9		9
High Yield Fund		16,210		9,151		—		25,361
Low Volatility Equity Fund		—		—		6		6


Fund	Capital Loss Deferred		Capital Loss Recognized
High Yield Fund	$	—	$	3,176
Senior Floating Rate Fund		107		—


	Undistributed Ordinary Income			Undistributed Long-Term Capital Gains		Undistributed Tax-Exempt Income
Bond Fund	$	51		$	—	$	—
CA Tax-Exempt Bond Fund		11			932		25
Disciplined Equity Style Fund		100			—		—
Disciplined Select Bond Fund		—	⁽¹⁾		—		—
Disciplined Select Country Fund		15			—		—
Herzfeld Fund		68			27		—
High Yield Fund		—			—		—
Low Volatility Equity Fund		10			—		—
Multi-Sector Intermediate Bond Fund		2,766			3,568		—
Senior Floating Rate Fund		—			—		—
Wealth Masters Fund		53			2		—