SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities
Exchange Act of 1934 (Amendment No.__)
Filed by the Registrant x
Filed by a Party other than the Registrant ¨
Check the appropriate box:
x Preliminary Proxy Statement
¨ Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy Statement
Definitive additional materials
Soliciting material pursuant to Rule 14a-12
Virtus Alternative
Solutions Trust
Registration
Nos. 811-22906 and 333-191940
Virtus Asset
Trust
Registration
Nos. 811-07705 and 333-08045
Virtus Equity
Trust
Registration Nos. 811-00945 and 333-118174
Virtus Opportunities
Trust
Registration Nos. 811-07455 and 333-65137
(Name of Registrant as Specified in Its Charter/Declaration
of Trust)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
x No fee required.
¨ Fee paid previously with preliminary materials:
¨ Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a6(i)(1) and 0-11
Virtus Alternative Solutions Trust
Virtus Asset Trust
Virtus Equity Trust
Virtus Opportunities Fund
(each, a “Trust” and together, the
“Trusts”)
Dear Fund Shareholder:
Each of the Trusts, and each series of the Trusts (each, a “Fund”
and collectively, the “Funds”) will hold a special meeting of shareholders at [ ][a.]/[p.]m. Eastern time, on [ ], 2022 (the
“Meeting”). The Meeting has been scheduled as a virtual meeting at which no one will be allowed to attend in person. I encourage you to take the time to read the enclosed proxy statement and vote your shares.
You can register to attend the Meeting at [ ].
Shareholders of each Trust as of the Record Date (as defined below)
will be asked to vote on the election of Trustees of their respective Trust (proposal 1 below). With respect to all other proposals included
in the Proxy Statement (proposals 2-5 below), Shareholders of certain Funds will be asked to vote on the proposal, in each case voting
solely with respect to that Fund.
As described in the Proxy Statement, the Meeting has been called for
the following purposes:
1. To
be voted on by all Shareholders of each Trust, voting separately by their respective Trust: To elect seven Trustees of the Trusts,
as described in the attached Proxy Statement;
2. To
be voted on by all Shareholders of the Manager of Manager Funds (listed below), voting separately by each such Fund: To approve
a proposal authorizing Virtus Alternative Investment Advisers, Inc., with respect to the Manager of Manager Funds in Virtus Alternative
Solutions Trust, Virtus Fund Advisers, LLC, with respect to the Manager of Manager Funds in Virtus Asset Trust, and Virtus Investment
Advisers, Inc., with respect to all other Manager of Manager Funds, to hire, terminate and replace affiliated (both wholly-owned
and partially-owned) and unaffiliated subadvisers for that Fund or to materially modify subadvisory agreements for that Fund without shareholder
approval, and to permit that Fund to disclose advisory and subadvisory fee information in an aggregated manner, as described in the attached
Proxy Statement;
3. To
be voted on by all Shareholders of the Virtus Duff & Phelps Real Estate Securities Fund, Virtus Newfleet Low Duration Core Plus Bond Fund, Virtus Newfleet
Tax-Exempt Bond Fund and Virtus Vontobel Emerging Markets Opportunities Fund, voting separately by each such Fund: To approve a proposal
to amend the fundamental restrictions of the Fund with respect to loans;
4. To
be voted on by all Shareholders of the Virtus Duff & Phelps Real Estate Securities Fund and the Virtus Newfleet Multi-Sector Short Term Bond Fund, voting separately
by each Fund: To approve a proposal to reclassify the investment objective of each Fund from fundamental to non-fundamental;
5. To
be voted on by all Shareholders of the Virtus Silvant Large Cap Growth Stock Fund. voting separately: To approve a proposal to change
the Fund’s status from diversified to non-diversified; and
6. To
consider and act upon such other matters as may properly come before the Meeting and any adjourned or postponed session thereof.
The Board of Trustees of each Trust unanimously recommends that
you vote FOR the Proposals specified above.
The Boards of Trustees of the Trusts have fixed the close of business
on April [ ], 2022, as the record date for the determination of Shareholders entitled to notice of, and to vote at, the Meeting or
any adjournment or postponement thereof. With respect to each Trust, the proxy is being solicited on behalf of the Board of Trustees of
such Trust.
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By Order of the Board of Trustees, |
| |
|
| |
/s/ Kevin J. Carr |
| |
Kevin J. Carr
Secretary of Virtus Asset Trust, Virtus Equity Trust and Virtus Opportunities Trust and Assistant Secretary of Virtus Alternative Solutions Trust |
[ ], 2022
YOUR VOTE IS IMPORTANT
It is important that your shares be represented
at the Meeting by virtual presence or by proxy, no matter how many shares you own. If you do not expect to attend the Meeting, then please
give your voting instructions by internet, by touch-tone telephone, or by marking, dating and signing the enclosed proxy card and returning
it in the prepaid envelope enclosed for your convenience to ensure that your shares are represented. Please give your voting instructions
or submit your proxy card promptly in order to avoid any additional costs of further proxy solicitations and in order for the Meeting
to be held as scheduled.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE SHAREHOLDER MEETING TO BE HELD ON [ ], 2022
This Proxy Statement and the accompanying
Notice of Special Meeting of Shareholders are available at the website listed on your proxy card. In addition, Shareholders can find
important information about each Fund in its Annual Report, dated October 31, 2021, December 31, 2021, September 30,
2021 and September 30, 2021 with respect to Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust and
Virtus Opportunities Trust, including financial reports for the fiscal year ended October 31, 2021, December 31, 2021,
September 30, 2021 and September 30, 2021, respectively, and in such Fund’s Semi-Annual report, dated April 30,
2021, June 30, 2021, March 31, 2021 and March 31, 2021, respectively. The Funds’ Annual Report and Semi-Annual
Report are available, without charge, upon request by calling 1-800-243-1574. Copies also can be obtained free of charge from the
SEC’s website at www.sec.gov and the Funds’ website at www.virtus.com.
Manager of Managers Funds (Proposal 2)
Virtus Alternative Solutions Trust
Virtus Duff & Phelps Select MLP and Energy
Fund
Virtus KAR Long/Short Equity Fund
Virtus Asset Trust
Virtus Ceredex Large-Cap Value Equity Fund
Virtus Ceredex Mid-Cap Value Equity Fund
Virtus Ceredex Small-Cap Value Equity Fund
Virtus Seix Core Bond Fund
Virtus Seix Corporate Bond Fund
Virtus Seix Floating Rate High Income Fund
Virtus Seix High Grade Municipal Bond Fund
Virtus Seix High Income Fund
Virtus Seix High Yield Fund
Virtus Seix Investment Grade Tax-Exempt Bond Fund
Virtus Seix Short-Term Bond Fund
Virtus Seix Short-Term Municipal Bond Fund
Virtus Seix Total Return Bond Fund
Virtus Seix U.S. Government Securities Ultra-Short
Bond Fund
Virtus Seix U.S. Mortgage Fund
Virtus Seix Ultra-Short Bond Fund
Virtus SGA International Growth Fund
Virtus Silvant Large-Cap Growth Stock Fund
Virtus Silvant Small-Cap Growth Stock Fund
Virtus Zevenbergen Innovative Growth Stock Fund
Virtus Equity Trust
Virtus KAR Capital Growth Fund
Virtus KAR Global Quality Dividend Fund
Virtus KAR Mid-Cap Core Fund
Virtus KAR Mid-Cap Growth Fund
Virtus KAR Small-Cap Core Fund
Virtus KAR Small-Cap Growth Fund
Virtus KAR Small-Cap Value Fund
Virtus KAR Small-Mid Cap Core Fund
Virtus SGA Emerging Markets Growth Fund
Virtus SGA Global Growth Fund
Virtus Tactical Allocation Fund
Virtus Opportunities Trust
Virtus Duff & Phelps Global Infrastructure
Fund
Virtus Duff & Phelps Global Real Estate
Securities Fund
Virtus Duff & Phelps International Real
Estate Securities Fund
Virtus Duff & Phelps Real Estate Securities
Fund
Virtus FORT Trend Fund
Virtus KAR Emerging Markets Small-Cap Fund
Virtus KAR International Small-Mid Cap Fund
Virtus Newfleet Core Plus Bond Fund
Virtus Newfleet High Yield Fund
Virtus Newfleet Low Duration Core Plus Bond Fund
Virtus Newfleet Multi-Sector Intermediate Bond
Fund
Virtus Newfleet Multi-Sector Short-Term Bond Fund
Virtus Newfleet Senior Floating Rate Fund
Virtus Newfleet Tax-Exempt Bond Fund
Virtus Vontobel Emerging Markets Opportunities
Fund
Virtus Vontobel Foreign Opportunities Fund
Virtus Vontobel Global Opportunities Fund
Virtus Vontobel Greater European Opportunities
Fund
VIRTUS ASSET TRUST
VIRTUS ALTERNATIVE SOLUTIONS TRUST
VIRTUS EQUITY TRUST
VIRTUS OPPORTUNITIES TRUST
101 Munson Street
Greenfield, MA 01301
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held on [ ], 2022
To the Shareholders:
NOTICE IS HEREBY GIVEN THAT
a special meeting of the shareholders of Virtus Alternative Solutions Trust, Virtus Asset Trust, Virtus Equity Trust and Virtus Opportunities
Trust, each a Delaware statutory trust, altogether referred to herein as the “Trusts”, will be held on [ ],
2022 at [ ] [a.]/[p.]m. Eastern Time and any adjournments thereof (the “Meeting”). In
light of public health concerns regarding the coronavirus outbreak, the Meeting with be held in a virtual meeting format only. To participate
in the Meeting, shareholders must register in advance by visiting [ ]. The Funds identified in Proposal
2 of the Proxy Statement are referred to herein as the “Manager of Managers Funds.” The Meeting will be held for the following
purposes:
| |
Proposal |
To be voted on by
shareholders of: |
| Proposal 1 |
To elect seven Trustees to serve on the Board of Trustees until the next meeting of shareholders at which Trustees are elected |
All Funds, voting separately as to their respective Trust.
|
| Proposal 2 |
To approve a proposal to permit Virtus Alternative Investment Advisers, Inc.,
with respect to the Manager of Managers Funds in Virtus Alternative Solutions Trust, Virtus Fund Advisers, LLC, with respect to the Manager
of Manager Funds in Virtus Asset Trust, and Virtus Investment Advisers, Inc., as the investment adviser to all the other Manager
of Managers Funds, to hire, terminate and replace subadvisers for the Funds or to modify subadvisory agreements for the Funds without
shareholder approval, and to permit the Funds to disclose advisory and subadvisory fee information in an aggregated manner.
|
All Manager of Managers Funds, with each Fund voting separately |
| Proposal 3 |
To approve a proposal to amend the fundamental restrictions of the Fund with respect to loans |
Virtus Duff & Phelps Real Estate Securities Fund, Virtus Newfleet Low Duration Core
Plus Bond Fund, Virtus Newfleet Tax-Exempt Bond Fund and Virtus Vontobel Emerging Markets Opportunities Fund, with each Fund voting separately
|
| Proposal 4 |
To approve a proposal to reclassify the investment objective of the Funds from fundamental to non-fundamental |
Virtus Duff & Phelps Real Estate Securities Fund and Virtus Newfleet Multi-Sector Short Term
Bond Fund, with each Fund voting separately
|
| Proposal 5 |
To approve a proposal to change the Fund’s status from diversified to non-diversified; and |
Virtus Silvant Large Cap Growth Stock Fund |
The Trusts will conduct any
other business as may properly come before the Meeting or any adjournment(s) thereof.
The Board of Trustees has
fixed the close of business on April [ ], 2022, as the record date for determination of shareholders entitled to notice of and to
vote at the Meeting.
Whether or not you plan to
attend the meeting, please vote your shares. As a convenience to our shareholders, you may now vote in any one of four ways:
| ● | Through the Internet – log on at the Internet address provided on the proxy card |
| ● | By telephone – call the toll-free number listed on the proxy card |
| ● | By mail – using the enclosed Proxy Card(s) and postage paid envelope |
We encourage you to vote by
telephone or through the Internet; have your proxy card in hand, and call the number or go to the website and follow the instructions
given there. Use of telephone or Internet voting will reduce the time and cost associated with this proxy solicitation. Whichever method
you choose, please read the enclosed proxy statement carefully before you vote.
If you sign, date, and return the proxy card but
give no voting instructions, your shares will be voted “FOR” the proposals above.
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By order of the Board of Trustees |
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|
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Kevin J. Carr |
| |
Title: Secretary of Virtus Asset Trust, Virtus Equity Trust and Virtus Opportunities Trust and Assistant Secretary of Virtus Alternative Solutions Trust |
[ ], 2022
Shareholders who do not expect to attend the
special meeting are requested to vote through the Internet or by telephone, or to complete, sign, date and return the accompanying proxy
in the enclosed envelope, which needs no postage if mailed in the United States. Instructions for the proper execution of the proxy with
respect to Internet or telephone voting are set forth on the proxy card. Instructions for signing proxy cards if mailing are set forth
immediately following this notice. It is important that the proxy be voted promptly.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for
signing proxy cards may be of assistance to you and avoid the time and expense involved in validating your vote if you fail to sign your
proxy card properly.
| 1. | Individual Accounts: Sign your name exactly as it appears in the registration on the proxy card. |
| 2. | Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration
on the proxy card. |
| 3. | All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of
registration. For example: |
| Registration |
Valid Signature |
Corporate Accounts
| (1) ABC Corp. |
ABC Corp. |
| (2) ABC Corp. |
John Doe, Treasurer |
| (3) ABC Corp. c/o John Doe, Treasurer |
John Doe |
| (4) ABC Corp. Profit Sharing Plan |
John Doe, Trustee |
Trust Accounts
| (1) ABC Trust |
Jane B. Doe, Trustee |
| (2) Jane B. Doe, Trustee u/t/d 12/28/78 |
Jane B. Doe |
Custodial or Estate Accounts
| (1) John B. Smith, Cust. f/b/o |
| John B. Smith, Jr. UGMA |
John B. Smith |
| (2) Estate of John B. Smith |
John B. Smith, Jr., Executor |
VIRTUS ALTERNATIVE SOLUTIONS TRUST
VIRTUS ASSET TRUST
VIRTUS EQUITY TRUST
VIRTUS OPPORTUNITIES TRUST
101 Munson Street
Greenfield, MA 01301
(800) 243-1574
SPECIAL MEETING OF SHAREHOLDERS
To be held on [ ], 2022
PROXY STATEMENT
This Proxy Statement is furnished in connection
with the solicitation of proxies by the Board of Trustees of the Virtus Alternative Solutions Trust (“VAST”), Virtus Asset
Trust (“VAT”), Virtus Equity Trust (“VET”) and Virtus Opportunities Trust (“VOT”), each a Delaware
statutory trust, altogether referred to herein as the “Trusts.” Each series of a Trust is referred to as a “Fund”
and, collectively, as the “Funds” unless otherwise specified. The Funds identified in Proposal 2 of the Proxy Statement are
referred to herein as the “Manager of Managers Funds.” The proxies will be used at the special meeting of shareholders to
be held on [ ], 2022 at [ ] [a.]/[p.]m. (the “Meeting”) and any adjournment(s) thereof. The Meeting will be held for
the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. In light of public health concerns regarding the
coronavirus outbreak, the Meeting with be held in a virtual meeting format only. To participate in the Meeting, shareholders must register
in advance by visiting [ ].
This Proxy Statement, the Notice of Special Meeting
and the proxy card are first being mailed to shareholders on or about [ ], 2022 or as soon as practicable thereafter. The close of business
on April [ ], 2022 has been fixed as the record date (the “Record Date”) for the determination of shareholders entitled
to receive notice of and to vote at the Meeting. Each shareholder of VAST, VAT, VET and VOT shall be entitled to one vote for each dollar
of net asset value (determined as of the Record Date) of each share owned by such shareholder, on any matter on which such shareholder
is entitled to vote, and each fractional dollar amount shall be entitled to a proportionate fractional vote. The number of shares outstanding
on the Record Date is listed on Appendix B attached to this Proxy Statement.
Copies of the Trusts’ most recent annual
and/or semi-annual reports are available free of charge via the Internet at www.virtus.com, by calling 800-243-1574, or by writing Virtus
Mutual Funds, P.O. Box 9874, Providence, RI 02940-8074. A copy of this proxy statement is also available via the Internet at the
Internet address provided on the proxy card.
It is expected that the solicitation of
proxies will be primarily by mail. Supplementary solicitations may be made by mail, telephone, facsimile, Internet or personal
contact by representatives of the Trusts. [ ] has been engaged to assist in the distribution and tabulation of proxies and to assist
in the solicitation of proxies. The anticipated cost of such solicitation services is approximately [ ] - $[ ]. The costs associated
with this Proxy Statement will be paid by the Trusts.
Any shareholder submitting a proxy has the power
to revoke it prior to its use by attending and voting at the Meeting, by mailing a notice of revocation to the Secretary at the principal
office of the Trust, or by executing a superseding proxy by telephone or through the Internet prior to the meeting. All properly executed
but unmarked proxies received before the Meeting will be voted FOR the approval of all of the proposals contained in this Proxy Statement.
Thirty-three and one-third percent (33 1/3%) of
the outstanding shares of a Trust must be present in person or by proxy to constitute a quorum for the transaction of business for that
Trust. If the necessary quorum to transact business or the vote required to approve the proposals is not obtained at the Meeting, the
persons named as proxies on the proxy card may propose one or more adjournments of the Meeting, in accordance with applicable law, to
permit the further solicitation of proxies. Any such adjournment would require the affirmative vote of a majority of the shares voting
on the adjournment. The persons named as proxies will vote those proxies that are entitled to vote in favor of the proposals, and all
properly executed but unmarked proxies in favor of such adjournment, and will vote against any such adjournment those proxies that they
have been instructed to vote against the proposals. Proxies received with an instruction to abstain from voting will abstain from voting
on any adjourned proposal. A vote may be taken on the proposal in this proxy statement prior to any such adjournment if sufficient votes
have been received for approval.
Votes cast by proxy or at the Meeting will be counted
by persons appointed by the Funds as inspectors of election for the meeting. Each shareholder of VAST, VAT, VET, and VOT is entitled to
one vote for each dollar of net asset value of each share owned by such shareholder. Fractional shares are entitled to a proportionate
fractional vote, which will be counted. The inspectors of election will count the total number of votes cast “for” approval
of a proposal for purposes of determining whether sufficient affirmative votes have been cast. Shares represented by proxies that reflect
abstentions and “broker non-votes” (i.e., shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary
voting power on a particular matter) will be counted as shares that are present and entitled to vote on the matter for purposes of determining
the presence of a quorum.
With respect to the election of Trustees (Proposal
1), all Nominees under Proposal 1 receiving a plurality of the votes cast by shareholders of each Trust will be elected as Trustees, so
neither abstentions nor broker non-votes have an effect on the outcome of the proposal. Approval of Proposals 2, 3, 4 and 5 requires the
“affirmative vote of a majority of the outstanding shares” of each applicable Fund at the close of business on the record
date. For this purpose, an affirmative vote of a majority of a Fund’s outstanding shares is defined by the 1940 Act, as the lesser
of (i) 67% or more of the voting securities of the Fund present in person or by proxy at the Meeting, if the holders of more than
50% of the outstanding voting securities of the Fund are present in person or by proxy at the Meeting or (ii) more than 50% of the
outstanding voting securities of the Fund.
Because “affirmative” votes are necessary
to approve proposals 2-5, abstentions and broker non-votes have the effect of negative votes on these proposals. Treating broker non-votes
as shares voted against a proposal may result in a proposal not being approved, even though the votes cast in favor of the proposal would
have been sufficient to approve the proposal if some or all of the broker non-votes had been withheld. In certain circumstances in which
a Fund has received sufficient votes to approve a matter being recommended for approval by the Board of Trustees, the Fund may request
that brokers and nominees withhold their discretionary votes on matters that do not affect shareholder rights.
Proposal 1 will be voted on by shareholders of
the Funds voting at the Trust level. Proposal 2 will be voted on by shareholders of the Manager of Managers Funds, each voting at the
Fund level. Proposal 3 will be voted on by shareholders of the Virtus Real Estate Securities Fund, Virtus Newfleet Low Duration Core Plus
Bond Fund, Virtus Newfleet Tax-Exempt Bond Fund and Virtus Vontobel Emerging Markets Opportunities Fund, each voting at the Fund level.
Proposal 4 will be voted on by shareholders of the Virtus Real Estate Securities Fund and the Virtus Multi-Sector Short-Term Bond Fund,
each voting at the Fund level. Proposal 5 will be voted on by shareholders of the Virtus Silvant Large Cap Growth Stock Fund, voting at
the Fund level.
BOARD OF TRUSTEES RECOMMENDATION
Each Board of Trustees met on March 2, 2022,
in a virtual meeting format in light of public health concerns regarding the spread of COVID-19,
to discuss the proposals contained in this Proxy Statement. Each Board voted unanimously to approve the proposals. Each Board
of Trustees recommends that you vote “FOR” each of the nominees named in Proposal 1 and “FOR” all of the proposals
contained in this Proxy Statement.
PROPOSAL 1: TO ELECT SEVEN TRUSTEES
TO THE BOARD OF TRUSTEES
It is proposed that the seven nominees described
herein (the “Nominees”), four of whom currently serve as Trustees of the Trusts, be elected to the Board at the Meeting. If
elected, the seven Nominees would join five current Trustees who were previously elected to the Board of each Trust by shareholders, and
would constitute a full Board of twelve Trustees. Trustees would serve until their successors have been duly elected and qualified or
until their earlier death, resignation, retirement or removal. The Agreement and Declaration of Trust (“Declaration of Trust”)
of each Trust does not require the annual election of Trustees. Further, the Declarations of Trust provide that any vacancy resulting
from any reason, including the resignation of a Trustee, may be filled by a majority of the remaining Trustees, provided that immediately
after filling any such vacancy at least two-thirds of the Trustees holding office have been elected to such office by the shareholders
at a meeting called for the purpose. Biographical information regarding each of the nominees is provided below.
The role of each Trust’s Board is to
provide general oversight of the Trust’s business, and to ensure that the Trust is operated for the benefit of shareholders.
The Trustees meet at least quarterly and review the Funds’ performance and oversee the services provided to the Trust by the
investment adviser, subadvisers and the Trust’s other service providers. During each Trust’s most recent fiscal year,
the Board met five times in regularly scheduled meetings and six, five, five and five times in special meetings for VAST, VAT, VET,
and VOT, respectively, with all Trustees attending at least 75 percent of the meetings.
There are a number of legal and regulatory requirements
applicable to the composition of the Trusts’ Board. In addition to the requirements of the governing documents of the Trusts discussed
above, the 1940 Act permits the existing members of a mutual fund's board of directors/trustees to appoint new members in certain circumstances.
Mutual funds are required to call a shareholder meeting to elect board members if at any time less than a majority of the members holding
office have been elected by shareholders. The 1940 Act also requires that at least a majority of a mutual fund's board be comprised of
directors/trustees who are not considered to be "interested persons" (as defined in the 1940 Act) of a fund or its adviser,
underwriter or their controlling companies, in order to meet certain “fund governance standards” under the 1940 Act. These
non-interested trustees are referred to herein as "Independent Trustees." All of the Nominees, if elected, will be considered
non-interested with respect to the Trust’s Adviser, subadvisers and underwriter, or any of their affiliates.
At the meeting held on March 2, 2022, the
Governance and Nominating Committee of the Board determined to recommend to the full Board the Nominees described below for election to
the Board. Acting on that recommendation, the Board approved those nominations and called a meeting of shareholders to allow shareholders
of the Trusts to vote on the election of the Nominees. If elected, any newly elected Trustees will join the Trust’s Board shortly after being elected.
With regard to the current Trustees, Ms. McNamara
and Messrs. Aylward, Burke, Mallin, and McLoughlin have previously been elected as such by shareholders at a shareholder meeting
held on October 31, 2006, with respect to Ms. McNamara and Mr. McLoughlin, and on May 19, 2016, with respect to Messrs. Aylward,
Burke, and Mallin, and they will remain as Trustees of the Trusts. With regard to the Nominees, Ms. McDaniel, Dr. Harris and
Messrs. Walton and Zino were appointed to the Board by the then-existing Trustees of the Board, but have not been elected as such
by shareholders. Mses. Cogan and DeCotis and Mr. Drummond, who do not currently serve as Trustees for the Trusts, are also Nominees.
However, each has served as an Advisory Board Member of the Trusts since February 1, 2021 and also currently serves as a Director/Trustee
of open-end and closed-end funds managed by an affiliate of Virtus.
The persons named in the enclosed proxy intend,
unless authority is withheld, to vote for the election as Trustees of the Nominees named below. The Board recommends that the shareholders
elect the persons whom they have nominated for election.
Each of the Nominees has agreed to serve, or continue
to serve, as a Trustee if elected. If, at the time of the Meeting, any Nominee should be unavailable for election (which is not presently
anticipated), the persons named as proxies may vote for other persons in their discretion. Trustees will hold office until the earlier
of their death, resignation, removal or retirement, or the next meeting of shareholders at which Trustees are elected and the selection
and qualification of their successors.
The following table sets forth the names, ages,
principal occupations and other information relating to the Trustees and Nominees. Unless otherwise noted, the address of each Trustee
and Nominee is c/o [Virtus Trust name], One Financial Plaza, Hartford, Connecticut 06103. There is no stated term of office for Trustees.
Independent Nominees
| Name and Year of Birth |
|
Length of
Time Served |
|
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee/
Advisory Board Member |
|
Principal Occupation(s) During Past
5 Years |
|
Other Directorships Held by Trustee
During Past 5 Years |
|
Cogan, Sarah E.
YOB: 1956 |
|
N/A |
|
110 |
|
Retired Partner, Simpson Thacher & Bartlett LLP (“STB”) (law firm) (since 2019); Director, Girl Scouts of Greater New York (since 2016); Trustee, Natural Resources Defense Council, Inc. (since 2013); and formerly, Partner, STB (1989 to 2018). |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor
Emerging Markets Total Income Fund; Trustee (since 2022), PIMCO Access Income Fund; Trustee (since 2021), PIMCO Flexible Emerging
Markets Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus Event Opportunities Trust
(2 portfolios); Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (61
portfolios), Virtus Variable Insurance Trust (8 portfolios); Advisory Board Member (February 2021 to June 2021),
Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2021), Virtus Global Multi-Sector Income
Fund and Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (11
portfolios); Trustee (since 2019), Virtus AllianzGI Closed-End Funds (7 portfolios); Trustee (since 2019), PIMCO California
Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income
Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York
Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PIMCO Energy and Tactical Credit Opportunities Fund, PCM
Fund, Inc, PIMCO Corporate & Income Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO Dynamic
Income Fund, PIMCO Global StocksPLUS® & Income Fund, PIMCO High Income Fund, PIMCO Income Strategy Fund, PIMCO Income
Strategy Fund II, PIMCO Strategic Income Fund, Inc., PIMCO Flexible Credit Income Fund and PIMCO Flexible Municipal Income
Fund; Trustee (since 2019), PIMCO Managed Accounts Trust (5 portfolios); and Trustee (2019 to 2021), PIMCO Dynamic Credit and
Mortgage Income Fund and PIMCO Income Opportunity Fund. |
|
DeCotis, Deborah A.
YOB: 1952 |
|
N/A |
|
110 |
|
Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); and Trustee, Smith College (since 2017). Formerly Director, Watford Re (2017 to 2021); Co-Chair Special Projects Committee, Memorial Sloan Kettering (2005 to 2015); and Trustee, Stanford University (2010 to 2015). |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone
Harbor Emerging Markets Total Income Fund; Trustee (since 2022), PIMCO Access Income Fund; Trustee (since 2021), PIMCO Flexible
Emerging Markets Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus Event
Opportunities Trust (2 portfolios); Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus
Mutual Fund Family (61 portfolios), and Virtus Variable Insurance Trust (8 portfolios); Advisory Board Member (February 2021 to
June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2021), Virtus Global
Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2020), PIMCO Dynamic Income Opportunities Fund; Trustee
(since 2019), PIMCO Energy and Tactical Credit Opportunities Fund and Virtus AllianzGI Artificial Intelligence & Technology
Opportunities Fund; Trustee (since 2018), PIMCO Flexible Municipal Income Fund Trustee (since 2017), PIMCO Flexible Credit Income
Fund and Virtus AllianzGI Convertible & Income 2024 Target Term Fund; Trustee (since 2015), Virtus AllianzGI Diversified
Income & Convertible Fund; Trustee (since 2014), Virtus Investment Trust (13 portfolios); Trustee (2013 to 2021), PIMCO
Dynamic Credit and Mortgage Income Fund; Trustee (since 2012),PIMCO Dynamic Income Fund; Trustee (since 2011), Virtus Strategy Trust
(11 portfolios); Trustee (since 2011), PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO
Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO
New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, PCM Fund, Inc., PIMCO Corporate & Income
Strategy Fund, PIMCO Corporate & Income Opportunity Fund, PIMCO Global StocksPLUS® & Income Fund, PIMCO High
Income Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Strategic Income
Fund, Inc., PIMCO Managed Accounts Trust (5 portfolios); Trustee (since 2011), Virtus AllianzGI Convertible &
Income Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Equity & Convertible Income Fund, and
Virtus Dividend, Interest & Premium Strategy Fund; and Trustee (2011 to 2021), PIMCO Income Opportunity Fund. |
|
Drummond, F. Ford
YOB: 1962 |
|
N/A |
|
110 |
|
Owner/Operator (since 1998), Drummond Ranch; and Director (since 2015), Texas and Southwestern Cattle Raisers Association. Formerly Chairman, Oklahoma Nature Conservancy (2019 to 2020); Board Member (2006 to 2020) and Chairman (2016 to 2018), Oklahoma Water Resources Board;, Director (1998 to 2008), The Cleveland Bank; and General Counsel (1998 to 2008), BMIHealth Plans (benefits administration). |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone
Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus
Event Opportunities Trust (2 portfolios); Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios),
Virtus Mutual Fund Family (61 portfolios), and Virtus Variable Insurance Trust (8 portfolios); Advisory Board Member
(February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since
2021), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus AllianzGI Artificial
Intelligence & Technology Opportunities Fund; Trustee (since 2017), Virtus AllianzGI Convertible & Income 2024
Target Term Fund; Trustee (since 2015), Virtus AllianzGI Convertible & Income Fund, Virtus AllianzGI Convertible &
Income Fund II, Virtus AllianzGI Diversified Income & Convertible Fund, Virtus Dividend, Interest & Premium
Strategy Fund and Virtus AllianzGI Equity & Convertible Income Fund; Trustee (since 2014), Virtus Strategy Trust (11
portfolios); Director (since 2011), Bancfirst Corporation; and Trustee (since 2006), Virtus Investment Trust (13 portfolios). |
|
Harris, Sidney E.
YOB: 1949 |
|
Served since 2017 |
|
103 |
|
Private Investor (since 2021); Dean Emeritus (since 2015); Professor (2015 to 2021 and 1997 to 2014), J. Mack Robinson College of Business, Georgia State University. |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone
Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event
Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (11 portfolios); Director
(2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; and Director (since 2020), Virtus Total
Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2019), Mutual Fund Directors Forum;
Trustee (since 2017), Virtus Mutual Fund Family (61 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus
Alternative Solutions Trust (2 portfolios); Trustee (2013 to 2020) and Honorary Trustee (since 2020), KIPP Metro Atlanta; Director
(1999 to 2019), Total System Services, Inc.; Trustee (2004 to 2017), RidgeWorth Funds; Chairman (2012 to
2017), International University of the Grand Bassam Foundation; Trustee (since 2012), International University of the
Grand Bassam Foundation; and Trustee (2011 to 2015), Genspring Family Offices, LLC. |
|
McDaniel, Connie D.
YOB: 1958 |
|
Served since 2017 |
|
103 |
|
Retired (since 2013). Vice President, Chief of Internal Audit, Corporate Audit Department (2009 to
2013); Vice President Global Finance Transformation (2007 to 2009); and Vice President and Controller (1999 to 2007), The Coca-Cola
Company. |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets
Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger
Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy
Trust (11 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director
(since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Director (since 2019),
Global Payments Inc.; Chairperson (since 2019), Governance & Nominating Committee, Global Payments Inc; Trustee (since
2017), Virtus Mutual Fund Family (61 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions
Trust (2 portfolios); Director (since 2021), North Florida Land Trust; Director (2014 to 2019), Total System Services, Inc.;
Member (since 2011) and Chair (2014 to 2016), Georgia State University, Robinson College of Business Board of Advisors; and Trustee
(2005 to 2017), RidgeWorth Funds. |
|
Walton, R. Keith
YOB: 1964 |
|
Served since 2020. |
|
110 |
|
Venture and Operating Partner (since 2020), Plexo Capital, LLC; Venture Partner (since
2019) and Senior Adviser (2018 to 2019), Plexo, LLC ; and Partner (since 2006), Global Infrastructure Partners. Formerly, Managing Director (2020 to 2021), Lafayette Square Holding Company
LLC; Senior Adviser (2018 to 2019), Vatic Labs, LLC; Executive Vice President, Strategy (2017 to 2019), Zero Mass Water, LLC; Vice
President, Strategy (2013 to 2017), Arizona State University. |
|
Trustee (since 2022), Virtus Stone Harbor
Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2022), Virtus AllianzGI
Diversified Income & Convertible Fund; Advisory Board Member (since 2022), Virtus AllianzGI Artificial
Intelligence & Technology Opportunities Fund, Virtus AllianzGI Convertible & Income 2024 Target Term Fund, Virtus
AllianzGI Convertible & Income Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI
Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2021),
The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13
portfolios) and Virtus Strategy Trust (11 portfolios); Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios),
Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (61 portfolios); Director (since 2017), certain funds
advised by Bessemer Investment Management LLC; Director (2016 to 2021), Duff & Phelps Select MLP and Midstream
Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (2006 to 2019), Systematica Investments
Limited Funds; Director (2006 to 2017), BlueCrest Capital Management Funds; Trustee (2014 to 2017), AZ Service; Director (since
2004), Virtus Total Return Fund Inc.; and Director (2004 to 2019), the former Virtus Total Return Fund Inc. |
|
Zino, Brian T.
YOB: 1952 |
|
Served since 2020. |
|
110 |
|
Retired. Various roles (1982 to 2009), J. & W. Seligman & Co. Incorporated, including President (1994 to 2009). |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone
Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event
Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (11 portfolios); Trustee
(since 2022) and Advisory Board Member (2021), Virtus AllianzGI Closed-End Funds (7 portfolios); Trustee (since 2020), Virtus
Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (61
portfolios); Director (2016 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since
2016), Virtus Global Multi-Sector Income Fund; Director (since 2014),Virtus Total Return Fund Inc.; Director (2014 to 2019), the
former Virtus Total Return Fund Inc.; Trustee (since 2011), Bentley University; Director (1986 to 2009) and President (1994 to
2009), J&W Seligman Co. Inc.; Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002), ICI Mutual
Insurance Company; Member, Board of Governors of ICI (1998 to 2008). |
Independent Trustees
| Name and Year of Birth |
|
Length of
Time Served |
|
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee |
|
Principal Occupation(s) During Past
5 Years |
|
Other Directorships Held by Trustee
During Past 5 Years |
|
Burke, Donald C.
YOB: 1960 |
|
Served since 2016. |
|
106 |
|
Private investor (since 2009). Formerly, President and Chief Executive Officer, BlackRock U.S. Funds (2007 to 2009); Managing Director, BlackRock, Inc. (2007 to 2009), and Managing Director, Merrill Lynch Investment Managers (1990 to 2006). |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone
Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event
Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (11 portfolios); Director
(2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return
Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016), Virtus Mutual Fund Family (61
portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Alternative Solutions Trust (2 portfolios); Director (since
2014), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director, Avista Corp.
(energy company) (since 2011); Trustee, Goldman Sachs Fund Complex (2010 to 2014); and Director, BlackRock Luxembourg and Cayman
Funds (2006 to 2010). |
|
Mallin, John R.
YOB: 1950 |
|
Served since 2016. |
|
103 |
|
Partner/Attorney (since 2003), McCarter & English LLP (law firm) Real Property Practice Group; and Member (since 2014), Counselors of Real Estate. |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets
Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger
Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy
Trust (11 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; and
Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since
2016), Virtus Mutual Fund Family (61 portfolios) and Virtus Alternative Solutions Trust (2 portfolios); Director (since 2019), 1892
Club, Inc. (non-profit); Director (2013 to 2020), Horizons, Inc. (non-profit); and Trustee (since 1999), Virtus Variable
Insurance Trust (8 portfolios). |
|
McLoughlin, Philip
Chairman
YOB: 1946 |
|
Served since 1993. |
|
113 |
|
Private investor since 2010. |
|
Trustee (since 2022), Virtus Stone Harbor
Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®,
The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus
Strategy Trust (11 portfolios); Trustee (since 2021), Virtus AllianzGI Artificial Intelligence & Technology Opportunities
Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Diversified Income & Convertible Fund,
Virtus AllianzGI Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund;
Trustee (since 2022) and Advisory Board Member (2021), Virtus AllianzGI Convertible & Income 2024 Target Term Fund and
Virtus AllianzGI Convertible & Income Fund; Director and Chairman (since 2016), Virtus Total Return Fund Inc.; Director and
Chairman (2016 to 2019), the former Virtus Total Return Fund Inc.; Director and Chairman (2014 to 2021), Duff & Phelps
Select MLP and Midstream Energy Fund Inc.; Trustee and Chairman (since 2013), Virtus Alternative Solutions Trust (2 portfolios);
Trustee and Chairman (since 2011), Virtus Global Multi-Sector Income Fund; Chairman and Trustee (since 2003), Virtus Variable
Insurance Trust (8 portfolios); Director (since 1995), closed-end funds managed by Duff & Phelps Investment
Management Co. (3 funds); Director (1991 to 2019) and Chairman (2010 to 2019), Lazard World Trust Fund (closed-end investment firm
in Luxembourg); and Trustee (since 1989) and Chairman (since 2002), Virtus Mutual Fund Family (61 portfolios). |
|
McNamara, Geraldine M.
YOB: 1951 |
|
Served since 2001. |
|
106 |
|
Private investor (since 2006); and Managing Director, U.S. Trust Company of New York (1982 to 2006). |
|
Trustee (since 2022), Virtus Stone Harbor Emerging Markets
Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger
Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy
Trust (11 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc. and Virtus
Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016), Virtus Alternative
Solutions Trust (2 portfolios); Trustee (since 2015), Virtus Variable Insurance Trust (8 portfolios); Director (since 2003),
closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); and Trustee (since 2001), Virtus
Mutual Fund Family (61 portfolios). |
Interested Trustee
| Name and Year of Birth |
|
Length of Time Served |
|
Number of
Portfolios
in Fund
Complex
Overseen
by Trustee |
|
Principal Occupation(s) During Past 5 Years |
|
Other Directorships Held by Trustee During Past 5 Years |
|
Aylward, George R.
YOB: 1964 |
|
Served since 2006. |
|
115 |
|
Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries, and various senior officer positions with Virtus affiliates (since 2005). |
|
Trustee, President and Chief Executive Officer (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone
Harbor Emerging Markets Total Income Fund; Member, Board of Governors of the Investment Company Institute (since 2021); Trustee and
President (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus Event Opportunities Trust (2 portfolios);
Trustee and President (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (11 portfolios); Trustee,
President and Chief Executive Officer (since 2021), Virtus AllianzGI Closed-End Funds (7 portfolios); and Chairman and Trustee
(since 2015), Virtus ETF Trust II (5 portfolios); Director, President and Chief Executive Officer (2014 to 2021),
Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and President (since 2013), Virtus Alternative
Solutions Trust (2 portfolios); Director (since 2013), Virtus Global Funds, PLC (5 portfolios); Trustee (since 2012) and President
(since 2010), Virtus Variable Insurance Trust (8 portfolios); Trustee, President and Chief Executive Officer (since 2011), Virtus
Global Multi-Sector Income Fund; Trustee and President (since 2006) and Executive Vice President (2004 to 2006), Virtus Mutual Fund
Family (61 portfolios); Director, President and Chief Executive Officer (since 2006), Virtus Total Return Fund Inc.; and Director,
President and Chief Executive Officer (2006 to 2019), the former Virtus Total Return Fund Inc. |
Mr. Aylward is an “interested person” as defined
in the Investment Company Act of 1940, by reason of his position as President and Chief Executive Officer of Virtus, the ultimate parent
company of the Adviser, and various positions with its affiliates including the Adviser.
Officers of the Trust Who Are Not Trustees
| Name, Address and Year of Birth |
|
Position(s) Held with the
Trust and Length of Time Served |
|
Principal Occupation(s) During Past 5 Years |
|
Batchelar, Peter J.
YOB: 1970 |
|
Senior Vice President (since 2017), and Vice President (2008 to 2016). |
|
Senior Vice President, Product Development (since 2017), Vice President, Product Development (2008
to 2016), and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries;
Senior Vice President (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total
Income Fund; Senior Vice President (since 2021), The Merger Fund®, The Merger Fund® VL and Virtus Event Opportunities
Trust; Senior Vice President (since 2021), Virtus Investment Trust and Virtus Strategy Trust; Senior Vice President (since 2021),
AllianzGI Closed-End Funds; Senior Vice President (since 2017) and Vice President (2008 to 2016), Virtus Mutual Fund Family; Senior
Vice President (since 2017) and Vice President (2010 to 2016), Virtus Variable Insurance Trust; Senior Vice President (since 2017)
and Vice President (2013 to 2016), Virtus Alternative Solutions Trust; Senior Vice President (2017 to 2021) and Vice President (2016
to 2017), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Senior Vice President (since 2017) and Vice
President (2016 to 2017), Virtus Total Return Fund Inc. and Virtus Global Multi-Sector Income Fund; and Senior Vice President (2017
to 2019) and Vice President (2016 to 2017), the former Virtus Total Return Fund Inc. |
|
Bradley, W. Patrick
YOB: 1972 |
|
Executive Vice President (since 2016); Senior Vice President (2013 to 2016); Vice President (2011 to 2013); Chief Financial Officer and Treasurer (since 2006). |
|
Executive Vice President, Fund Services (since 2016), Senior Vice President,
Fund Services (2010 to 2016), and various officer positions (since 2006), Virtus Investment Partners, Inc. and/or certain of
its subsidiaries; Executive Vice President, Chief Financial Officer and Treasurer (since 2022), Virtus Stone Harbor Emerging Markets
Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Executive Vice President, Chief Financial Officer and
Treasurer (since 2021), The Merger Fund®, The Merger Fund® VL and Virtus Event Opportunities Trust; Executive Vice
President, Chief Financial Officer and Treasurer (since 2021), Virtus Investment Trust and Virtus Strategy Trust; Executive Vice
President, Chief Financial Officer and Treasurer (since 2021), Virtus AllianzGI Closed-End Funds; Director (since 2019), Virtus
Global Funds ICAV; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief
Financial Officer and Treasurer (since 2004), Virtus Variable Insurance Trust; Executive Vice President (since 2016), Senior Vice
President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2006), Virtus Mutual Fund
Family; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013) and Chief
Financial Officer and Treasurer (since 2010), Virtus Total Return Fund Inc.; Executive Vice President (2016 to 2019), Senior Vice
President (2013 to 2016), Vice President (2012 to 2013), Chief Financial Officer and Treasurer (since 2010), the former Virtus Total
Return Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief
Financial Officer and Treasurer (since 2011), Virtus Global Multi-Sector Income Fund; Executive Vice President ( 2016 to 2021),
Senior Vice President (2014 to 2016), Chief Financial Officer and Treasurer (2014 to 2021), Duff & Phelps Select
MLP and Midstream Energy Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), and Chief Financial
Officer and Treasurer (since 2013), Virtus Alternative Solutions Trust; Director (since 2013), Virtus Global Funds, PLC; and Vice
President and Assistant Treasurer (since 2011), Duff & Phelps Utility and Infrastructure Fund Inc. |
|
Carr, Kevin J.
YOB: 1954 |
|
Senior Vice President (since 2013); Vice President (2005 to 2013); Chief Legal Officer, Counsel and Secretary (since 2005). |
|
Vice President and Senior Counsel (2017 to Present), Senior Vice
President (2009 to 2017), Vice President, Counsel and Secretary (2008 to 2009), and various officer positions (since 2005), Virtus
Investment Partners, Inc. and/or certain of its subsidiaries; Assistant Secretary (since 2022), Virtus Stone Harbor Emerging
Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Senior Vice President and Assistant Secretary (since
2021), The Merger Fund®, The Merger Fund® VL and Virtus Event Opportunities Trust; Senior
Vice President and Assistant Secretary (since 2021), Virtus Investment Trust and Virtus Strategy Trust; Assistant Secretary, (since
2021), Virtus AllianzGI Closed-End Funds; Senior Vice President (since 2013), Vice President (2005 to 2013), Chief Legal Officer,
Counsel and Secretary (since 2005), Virtus Mutual Fund Family; Senior Vice President (2013
to 2014), Vice President (2012 to 2013), Secretary and Chief Legal Officer (2005 to 2013), and Assistant Secretary (2013 to 2014 and
since 2017), Virtus Total Return Fund Inc.; Senior Vice President (2013 to 2014), Vice
President (2012 to 2013), Secretary and Chief Legal Officer (2005 to 2013) and Assistant Secretary (2013 to 2014 and 2017 to 2019),
the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Assistant
Secretary (since 2013), Vice President, Chief Legal Officer, Counsel and Secretary (2010 to 2013), Virtus Variable Insurance Trust; Senior Vice President (2013 to 2014), Vice President (2011 to 2013), and Assistant
Secretary (since 2011), Virtus Global Multi-Sector Income Fund; Assistant Secretary (2015 to 2021), Duff & Phelps
Select MLP and Midstream Energy Fund Inc.; Senior Vice President (since 2017) and
Assistant Secretary (since 2013), Virtus Alternative Solutions Trust; Secretary (since 2015), ETFis Series Trust I; and
Secretary (since 2015), Virtus ETF Trust II. |
|
Engberg, Nancy J.
YOB: 1956 |
|
Senior Vice President (since 2017); Vice President (2011 to 2017); and Chief Compliance Officer (since 2011). |
|
Senior Vice President (since 2017), Vice President (2008 to 2017) and Chief
Compliance Officer (2008 to 2011 and since 2016), and various officer positions (since 2003), Virtus Investment Partners, Inc.
and/or certain of its subsidiaries; Senior Vice President and Chief Compliance Officer (since 2022), Virtus Stone Harbor Emerging
Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Senior Vice President and Chief Compliance Officer
(since 2021), The Merger Fund®, The Merger Fund® VL and Virtus Event Opportunities Trust; Senior Vice President and
Chief Compliance Officer (since 2021), Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Senior
Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus Mutual Fund Family;
Senior Vice President (since 2017), Vice President (2010 to 2017) and Chief Compliance Officer (since 2011), Virtus Variable
Insurance Trust; Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus
Global Multi-Sector Income Fund; Senior Vice President (since 2017), Vice President (2012 to 2017) and Chief Compliance Officer
(since 2012), Virtus Total Return Fund Inc.; Senior Vice President (2017 to 2019), Vice President (2012 to 2017) and Chief
Compliance Officer (2012 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Vice President
(2013 to 2016) and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Trust; Senior Vice President (2017 to 2021),
Vice President (2014 to 2017) and Chief Compliance Officer (2014 to 2021), Duff & Phelps Select MLP and Midstream
Energy Fund Inc.; Chief Compliance Officer (since 2015), ETFis Series Trust I; and Chief Compliance Officer (since 2015),
Virtus ETF Trust II. |
|
Fromm, Jennifer
YOB: 1973
|
|
Vice President, Chief Legal Officer, Counsel and Secretary (since 2013). |
|
Vice President (since 2016) and Senior
Counsel (since 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Vice President, Chief Legal Officer,
Counsel and Secretary (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total
Income Fund; Vice President, Chief Legal Officer, Counsel and Secretary (since 2021), The Merger Fund®, The Merger
Fund® VL, Virtus Event Opportunities Trust, Virtus Investment Trust and Virtus Strategy Trust; Vice President and Assistant
Secretary (since 2021), AllianzGI Closed-End Funds; Vice President and Secretary (since 2020), DNP Select Income Fund Inc.,
Duff & Phelps Utility and Infrastructure Fund Inc., and DTF Tax-Free Income 2028 Term Fund Inc.; Assistant
Secretary (since 2020), Duff & Phelps Utility and Corporate Bond Trust Inc.; Vice President, Chief Legal Officer
and Secretary (since 2019), Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Total Return Fund Inc.
and Virtus Global Multi-Sector Income Fund; Vice President (since 2017) and Assistant Secretary (since 2008), Virtus Mutual Funds
Family; Vice President, Chief Legal Officer, Counsel and Secretary (since 2013), Virtus Variable Insurance Trust; and Vice
President, Chief Legal Officer, and Secretary (since 2013), Virtus Alternative Solutions Trust. |
|
Short, Julia R.
YOB: 1972 |
|
Senior Vice President (since 2017). |
|
Senior Vice President, Product Development (since 2017), Virtus Investment
Partners, Inc. and/or certain of its subsidiaries; Senior Vice President (since 2022), Virtus Stone Harbor Emerging Markets
Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Senior Vice President (since 2021), The Merger Fund®,
The Merger Fund® VL and Virtus Event Opportunities Trust; Senior Vice President (since 2021), Virtus Investment Trust,
Virtus Strategy Trust and Virtus Closed-End Funds; Senior Vice President (2018 to 2021), Duff & Phelps Select MLP
and Midstream Energy Fund Inc.; and Senior Vice President (since 2018), Virtus Global Multi-Sector Income Fund and Virtus Total
Return Fund Inc.; Senior Vice President (2018 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since
2017), Virtus Mutual Fund Family; President and Chief Executive Officer, RidgeWorth Funds (2007 to 2017); and Managing Director,
Product Manager, RidgeWorth Investments (2004 to 2017). |
|
Smirl, Richard W.
YOB: 1967 |
|
Executive Vice President (since 2021). |
|
Executive Vice President, Product Management
(since 2021), and Executive Vice President and Chief Operating Officer (since 2021), Virtus Investment Partners, Inc. and/or
certain of its subsidiaries; Executive Vice President (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus
Stone Harbor Emerging Markets Total Income Fund; Executive Vice President (since 2021), The Merger Fund®, The Merger
Fund® VL and Virtus Event Opportunities Trust; Executive Vice President (since 2021), Virtus Mutual Fund Family, Virtus
Investment Trust, Virtus Strategy Trust, Virtus Global Multi-Sector Income Fund, and Virtus Total Return Fund Inc.; Executive Vice
President (May to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Chief Operating
Officer (2018 to 2021), Russell Investments; Executive Director (Jan. to July 2018), State of Wisconsin Investment Board;
and Partner and Chief Operating Officer (2004 to 2018), William Blair Investment Management. |
The Board and Oversight Function. The Board
is responsible for oversight of the Trusts. VAST has engaged Virtus Alternative Investment Advisers, Inc. (“VAIA”), VAT
has engaged Virtus Fund Advisers, LLC (“VFA”), and VET and VOT have each engaged Virtus Investment Advisers, LLC (“VIA”
and together with VAIA and VFA, the “Advisers”) to manage each respective Trust on a day-to-day basis. The Board is responsible
for overseeing the Advisers and the other service providers in the operations of each Trust in accordance with the Funds’ investment
objectives and policies and otherwise in accordance with its prospectus, the requirements of the 1940 Act and other applicable federal,
state and other securities and other laws, and the Trust’s charter. The Board meets at regularly scheduled meetings five times throughout
the year. In addition, the Trustees may meet in person or by telephone at special meetings or on an informal basis at other times. The
Independent Trustees also regularly meet without the presence of any representatives of management. As discussed below, the Board has
established several committees to assist the Board in performing its oversight responsibilities, and each such committee has a chairperson.
The current Board has four standing committees: Audit Committee, Compliance Committee, Governance and Nominating Committee, and Executive
Committee. Although each committee is composed exclusively of Independent Trustees, any interested Trustee may also attend the committee
meetings. The Board may also designate working groups or ad hoc committees as it deems appropriate. The responsibilities of each committee,
including its oversight responsibilities, are described further below. The Independent Trustees have also engaged independent legal counsel,
Sullivan & Worcester LLP, to assist them in performing their oversight responsibilities. In addition, the Trustees have engaged
a Chief Compliance Officer (“CCO”) for each Trust.
Each
Board has appointed Mr. McLoughlin, an Independent Trustee, to serve in the role of Chairman. The Chairman’s primary role is
to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the
Board with respect to matters to be acted upon by the Board. The Chairman also presides at all meetings of the Board and between meetings
generally acts as a liaison with the Trusts’ service providers, officers, legal counsel, and the other Trustees. The Chairman may
perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to
each Trust’s Declaration of Trust or By-laws, or as assigned by the Board, the designation of Chairman does not impose on such Independent
Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member
of the Board, generally.
Each
Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment
over matters under its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board
in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chairman and Chief Executive Officer of the
company that is now Virtus; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with
The Phoenix Companies, Inc. (which was its parent company when Mr. McLoughlin retired) and (b) the passage of time. As
a result of this balance, it is believed that Mr. McLoughlin has the ability to provide independent oversight of the Trusts’
operations within the context of his detailed understanding of the perspective of the Adviser and the Trusts’ other service providers.
The Board therefore considers leadership by Mr. McLoughlin as enhancing the Board’s ability to provide effective independent
oversight of the Trusts’ operations and meaningful representation of the shareholders’ interests.
Committees of the Board
The Audit Committee. The Audit Committee
is responsible for overseeing the Funds’ accounting and auditing policies and practices. The Audit Committee reviews the Funds’
financial reporting procedures, their system of internal control, and the independent audit process. The Audit Committee is composed
entirely of Independent Trustees; its members are Connie D. McDaniel (Chairperson), Donald C. Burke, John R. Mallin and Brian T. Zino.
If elected, Ms. DeCotis would also serve on the Committee. The Committee met seven times during VAT’s last fiscal year, seven
times during VAST’s last fiscal year, six times during VET’s last fiscal year and six times during VOT’s last fiscal
year.
The Compliance Committee. The Compliance
Committee is responsible for overseeing the Funds’ compliance matters. The Compliance Committee oversees and reviews (1) information
provided by the Funds’ officers, including the Funds’ CCO, the Funds’ investment adviser and other principal service
providers, and others as appropriate; (2) the codes of ethics; (3) whistleblower reports; and (4) distribution programs.
The Compliance Committee is composed entirely of Independent Trustees; its members are Geraldine M. McNamara (Chairperson), Sidney E.
Harris, and R. Keith Walton. If elected, Ms. Cogan and Mr. Drummond would also serve on the Committee. The Committee met seven
times during VAT’s last fiscal year, seven times during VAST’s last fiscal year, six times during VET’s last fiscal
year and six times during VOT’s last fiscal year.
The Executive Committee. The function
of the Executive Committee is to serve as a delegate of the full Board, as well as act on behalf of the Board when it is not in session,
subject to limitations as set by the Board. The Executive Committee is composed entirely of Independent Trustees; its members are Philip
R. McLoughlin (Chairperson), Donald C. Burke, Sidney E. Harris and Brian T. Zino. If elected, Ms. DeCotis would
also serve on the Committee. The Committee met six times during VAT’s last fiscal year, six times during VAST’s last fiscal
year, six times during VET’s last fiscal year and six times during VOT’s last fiscal year.
The Governance and Nominating Committee. The
Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Funds, for
nominating individuals to serve as Trustees, including as Independent Trustees, and annually evaluating the Board and Committees.
The Governance and Nominating Committee is composed entirely of Independent Trustees; its members are Brian T. Zino (Chairperson),
Sidney E. Harris, Philip R. McLoughlin and R. Keith Walton. If elected, Ms. Cogan would also serve on the Committee. The
Committee met eight times during VAT’s last fiscal year, eight times during VAST’s last fiscal year, seven times during
VET’s last fiscal year and seven times during VOT’s last fiscal year.
The Governance and
Nominating Committee considers candidates for trusteeship and makes recommendations to the Board with respect to such candidates.
There are no specific required qualifications for trusteeship. The committee considers all relevant qualifications of candidates for
trusteeship, such as industry knowledge and experience, financial expertise, current employment and other board memberships, and
whether the candidate would be qualified to be considered an Independent Trustee. The Board believes that having among its members a
diversity of viewpoints, skills and experience and a variety of complementary skills enhances the effectiveness of the Board in its
oversight role. The committee considers the qualifications of candidates for trusteeship in this context.
Each Board has adopted a policy
for consideration of Trustee nominees recommended by shareholders. With regards to such policy, an individual shareholder or shareholder
group submitting a nomination must hold either individually or in the aggregate for at least one full year as of the date of nomination
5% of the shares of a series of the Trust, among other qualifications and restrictions. Shareholders or shareholder groups submitting
nominees must comply with all requirements set forth in the Trusts’ policy for consideration of Trustee nominees recommended by
shareholders and any such submission must be in writing, directed to the attention of the Governance and Nominating Committee in care
of the applicable Trust’s Secretary, and should include biographical information, including business experience for the past ten
years and a description of the qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she
is willing to serve and meets the requirements to be an Independent Trustee, if applicable. Shareholder nominees for Trustee will be given
the same consideration as any candidate provided the nominee meets certain minimum requirements.
Board Conclusion on Experience, Qualifications, Attributes and Skills
of Trustees/Nominees
The Governance and Nominating
Committee of each Board, which is composed of all the Independent Trustees, reviews the experience, qualifications, attributes and skills
of potential candidates for nomination or election by the Board, and conducted a similar review with respect to the current Trustees and
Nominees being nominated for election by shareholders prior to their appointment or election to the Board. In evaluating candidates for
nomination or election as a Trustee, the Governance and Nominating Committee takes into account the contribution that the candidate would
be expected to make and the experience, qualifications, attributes and skills that the Governance and Nominating Committee believes contribute
to good governance for the Trusts.
Each Board has concluded
that, based on each Nominee’s experience, qualifications, attributes and skills on an individual basis and in combination with
those of the other Trustees, each Nominee is qualified to serve as Trustee. In determining that a particular Nominee was qualified
to serve as a Trustee, the Board considered a variety of criteria. The Board noted that Ms. McDaniel, Dr. Harris and
Messrs. Walton and Zino are each currently serving as Trustees on the Board. Additionally, the Board noted that Mses. Cogan and
DeCotis and Mr. Drummond serve on a separate Board of Directors that oversees open-end funds and of closed-end funds managed by
an affiliated investment adviser, which also shares certain service providers with the Trusts. The Board believes that the
familiarity and knowledge by the Nominees of the common investment adviser and the Virtus organization provide benefits and
efficiencies in the governance process of the Trusts. In addition, the Board has taken into account the actual service, commitment
and participation of each Nominee during his or her past tenure with the Trusts or with other funds in the Virtus Funds complex in
concluding that each Nominee should serve as Trustee. In addition to the information set forth above, the following provides further
information about each Nominee’s specific experience, qualifications, attributes or skills. The information in this section
should not be understood to mean that any of the Trustees or Nominees is an “expert” within the meaning of the federal
securities laws.
George R. Aylward
In addition to his positions with the Trusts,
Mr. Aylward is a Director and the President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser. He
also holds various executive positions with the Adviser, certain Funds’ subadvisers, the Distributor and the Administrator to the
Trusts, and various of their affiliates, and previously held such positions with the former parent company of Virtus. He therefore has
experience in all aspects of the development and management of registered investment companies, and the handling of various financial,
staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an MBA, and he also serves as
an officer and director/trustee of several open-end and closed-end funds managed by the Adviser and its affiliates.
Donald C. Burke
Mr. Burke has extensive financial and business
experience in the investment management industry. He was employed by BlackRock, Inc. (2006 to 2009) and Merrill Lynch Investment
Managers (1990 to 2006) where he held a number of roles including Managing Director and President and Chief Executive Officer of the BlackRock
U.S. mutual funds. In this role, Mr. Burke was responsible for the accounting, tax and regulatory reporting requirements for over
300 open and closed-end funds. He also served as a trustee for numerous global funds that were advised by BlackRock, Inc. Mr. Burke
currently serves as a director and Audit Committee Chairman of Avista Corp., a public company involved in the production, transmission
and distribution of energy. Mr. Burke started his career at Deloitte & Touche (formerly Deloitte Haskins & Sells)
and is a certified public accountant. He has also served on a number of nonprofit boards. He is also a director/trustee of open-end and
closed-end funds managed by Virtus affiliates.
Sarah E. Cogan
Ms. Cogan has substantial legal background
and experience in the investment management industry. She was a partner at Simpson Thacher & Bartlett LLP, a large international
law firm, in the corporate department for over 25 years and former head of the registered funds practice. She has extensive experience
in oversight of investment company boards through her prior experience as counsel to the Independent Trustees of the series of Allianz
Funds (now known as Virtus Investment Trust) and Allianz Funds Multi-Strategy Trust (now known as Virtus Strategy Trust) and as counsel
to other independent trustees, investment companies and asset management firms. She is also a director/trustee of open-end and closed-end
funds managed by Virtus affiliates.
Deborah A. DeCotis
Ms. DeCotis has substantial senior executive
experience in the investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience
and/or experience in oversight of investment management functions through her experience as a trustee of Stanford University and Smith
College and as a director of Armor Holdings and The Helena Rubinstein Foundation, Stanford Graduate School of Business. Ms. DeCotis
is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.
F. Ford Drummond
Mr. Drummond has
substantial legal background and experience in the oversight and management of regulated companies through his work as General Counsel
of BMI Health Plans, a benefits administrator. He has substantial board experience in the banking sector as a director of BancFirst Corporation,
Oklahoma’s largest state chartered bank, and as a former director of The Cleveland Bank. Mr. Drummond also previously served
as a member and chairman of the Oklahoma Water Resources Board, which provides tax exempt financing for water infrastructure projects
in the state. He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates
Sidney E. Harris
Dr. Sidney Harris has extensive knowledge
of best practices in executive management, familiarity with international business practices and expertise in corporate strategy implementation,
risk management, technology, asset management compliance and investments. Dr. Harris is Dean Emeritus and, until recently, was a
Professor at the J. Mack Robinson College of Business at Georgia State University. He was affiliated with the J. Mack Robinson College
of Business from 1997 to 2021, including serving as Professor (1997 to 2014) and Dean (1997 to 2004). Most recently, Dr. Harris was
Professor of Computer Information Systems, Management and International Business. Prior to joining Georgia State University, Dr. Harris
was Professor (1987 to 1996) and former Dean (1991 to 1996) of the Peter F. Drucker Graduate School of Management at Claremont Graduate
University (currently Peter F. Drucker and Masotoshi Ito Graduate School of Management). He served as Independent Trustee of the RidgeWorth
Funds Board of Trustees (2004 to 2017) and as Independent Chairman (2007 to 2017). He served as a member of the RidgeWorth Funds Governance
and Nominating Committee (2004 to 2017) and Audit Committee (2006 to 2017). Dr. Harris previously served on the Board of Transamerica
Investors (1995 to 2005). Dr. Harris previously served as a Director of Total System Services, Inc. (1999 to 2019). He served
on the Board of Directors of KIPP Metro Atlanta, served as Chairman of the International University of the Grand-Bassam (“IUGB”)
Foundation (2012 to 2017), and serves on the Board of Directors of the IUGB Foundation (since 2012). Dr. Harris also serves as a
Trustee of the Mutual Funds Directors Forum (since 2019). He is also a director/trustee of open-end and closed-end funds managed by Virtus
affiliates.
John R. Mallin
Mr. Mallin is a real estate partner and former
practice group leader for the Real Property Practice Group at McCarter & English LLP. During his career, he has been involved
in all aspects of real estate development and financial transactions related to real estate. Mr. Mallin also has oversight and corporate
governance experience as a director, including as a chair, of non-profit entities. Mr. Mallin is also a trustee of several other
open-end funds managed by Virtus affiliates.
Connie D. McDaniel
Ms. McDaniel, currently retired, has
extensive domestic and international business experience, particularly with respect to finance, strategic planning, risk management
and risk assessment functions. She is retired from The Coca-Cola Company, where she served as Vice President and Chief of Internal
Audit, Corporate Audit Department (2009 to 2013), Vice President, Global Finance Transformation (2007 to 2009), Vice President and
Controller (1999 to 2007), and held various management positions (1989 to 1999). While at The Coca-Cola Company, Ms. McDaniel
chaired that company’s Ethics and Compliance Committee (2009 to 2013) and developed a knowledge of corporate governance
matters. Prior to The Coca-Cola Company, she was associated with Ernst & Young (1980 to 1989). Ms. McDaniel served as
Independent Trustee of the RidgeWorth Funds Board of Trustees from 2005 to 2017. She was Chairman of the RidgeWorth Funds Audit
Committee (2008 to 2017), designated Audit Committee Financial Expert (2007 to 2017) and a member of the RidgeWorth Funds Governance
and Nominating Committee (2015 to 2017). Ms. McDaniel also served as a Director of Total System Services, Inc. (2014 to
2019). She currently serves as a Director of Global Payments Inc. (since 2019) and as a Director of North Florida Land Trust (since
2021). Ms. McDaniel served as Chair of the Georgia State University Robinson College of Business Board of Advisors (2014 to
2016) and has served as a member of the Georgia State University Robinson College of Business Board of Advisors since 2011.
Ms. McDaniel is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.
Philip R. McLoughlin
Mr. McLoughlin has an extensive legal, financial
and asset management background. In 1971, he joined Phoenix Investment Partners, Ltd. (then, Phoenix Equity Planning Corp.), the
predecessor of Virtus Investment Partners, Inc., as Assistant Counsel with responsibility for various compliance and legal functions.
During his tenure, Mr. McLoughlin assumed responsibility for most functions in the firm’s advisory, broker-dealer and fund
management operations, and eventually ascended to the role of President. Mr. McLoughlin then served as General Counsel, and later
Chief Investment Officer, of Phoenix Mutual Life Insurance Company, the parent company of Phoenix Investment Partners. Among other functions,
he served as the senior management liaison to the boards of directors of the insurance company’s mutual funds and closed-end funds,
and had direct oversight responsibility for the funds’ portfolio managers. In 1994, Mr. McLoughlin was named Chief Executive
Officer of Phoenix Investment Partners, and continued in that position, as well as Chief Investment Officer of Phoenix Mutual Life Insurance
Company, until his retirement in 2002. He is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates, including
serving as the chairman of the board of several such funds.
Geraldine M. McNamara
Ms. McNamara was an executive at U.S. Trust
Company of New York for 24 years, where she rose to the position of Managing Director. Her responsibilities at U.S. Trust included the
oversight of U.S. Trust’s personal banking business. In addition to her managerial and banking experience, Ms. McNamara has
experience in advising individuals on their personal financial management, which has given her an enhanced understanding of the goals
and expectations that individual investors may have. Ms. McNamara is also a director/trustee of open-end and closed-end funds managed
by Virtus affiliates.
R. Keith Walton
Mr. Walton’s business and legal background,
and his extensive service with other boards, provide valuable insight to the Board and its committees regarding corporate governance and
best practices. He is an honors graduate of Yale University and the Harvard Law School. Mr. Walton was a Director of Systematica
Investments Limited Funds (2006 to 2019) and a Director of BlueCrest Capital Management Funds (2006 to 2017). He is also a Partner at
Global Infrastructure Partners (since 2006) and served as the Managing Director at Lafayette Square Holding Company LLC (2020 to 2021).
Mr. Walton is also a director/trustee of open-end and closed-end funds managed by Virtus affiliates.
Brian T. Zino
Mr. Zino, currently retired, was employed
by J. & W. Seligman and Co. Inc., a privately held New York City investment firm managing Closed End Investment Companies, a
family of mutual funds, institutional accounts and operating a trust company (1982 to 2009). For the last 15 of those years, he served
as president and CEO of Seligman. His extensive mutual fund, financial and business background and years of service as a director of a
large non-affiliated family of both open- and closed-end funds bring valuable skills and business judgment to the Board and its committees.
Mr. Zino is also a certified public accountant and has an extensive background in accounting matters relating to investment companies.
He also served as a Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002) on the board of the ICI Mutual Insurance
Company and as a Member of the Board of Governors of ICI (1998 to 2008). Mr. Zino is also a director/trustee of open-end and closed-end
funds managed by Virtus affiliates.
Compensation of Current Trustees
The Nominees who are currently
Trustees or Advisory Board Members received the compensation set forth in Appendix C attached to this Proxy Statement. Mr. Aylward
receives no compensation from the Trusts.
Trustee/Nominee Ownership of Securities
Set forth in Appendix D attached
to this Proxy Statement for each Trustee and Nominee is a dollar range of equity securities of the Trusts, together with the aggregate
dollar range of equity securities in certain registered investment companies, including the Trusts, managed by the Advisers and held out
to investors as related companies for purposes of investment and investor services (the "Virtus funds complex"), as of March 31,
2022.
Shareholder Communications with Board and Trustee
Attendance at Annual Meetings of Shareholders
Any shareholder who wishes
to send a communication to the Board of a Trust should send the communication to the attention of the Trust’s Secretary at One Financial
Plaza, Hartford, CT 06103. If a shareholder wishes to send a communication directly to an individual Trustee or to a Committee of a Board,
then the communication should be specifically addressed to such individual Trustee or Committee and sent in care of the Trust’s
Secretary at the same address.
After reviewing the communication, the Trust’s
Secretary will then immediately forward the communication to the Board. Communications to individual Trustees or to a Committee sent in
care of the Trust’s Secretary will be immediately forwarded to the individual Trustee or to the Committee, as applicable.
The Trusts are not required
to hold annual meetings of shareholders. However, if a shareholder meeting is held, it is the policy of each Trust to encourage Trustee
attendance at such meetings in person or by teleconference.
Required Vote
All Nominees receiving a plurality
of the votes cast by shareholders of each Trust will be elected as Trustees of the Trust. Under a plurality vote, the candidates who receive
the highest number of votes will be elected, even if they receive approval from less than a majority of the votes cast. Because the Nominees
are running unopposed, all seven Nominees are expected to be elected as Trustees, as all Nominees who receive votes in favor will be elected,
while votes not cast or votes to withhold will have no effect on the election outcome.
PROPOSAL 2: APPROVAL OF A PROPOSAL TO PERMIT
VAIA, VFA AND VIA TO
HIRE AND REPLACE SUBADVISERS OR TO MODIFY
SUBADVISORY AGREEMENTS WITHOUT
SHAREHOLDER APPROVAL, AND TO PERMIT THE FUNDS TO DISCLOSE ADVISORY AND SUBADVISORY FEE INFORMATION IN AN AGGREGATED MANNER
(TO BE VOTED UPON BY SHAREHOLDERS OF THE MANAGER
OF MANAGERS FUNDS VOTING SEPARATELY)
Introduction
The Trusts operate under a
structure where the Funds’ day-to-day investments are managed by subadvisers, and VAIA, with respect to the Manager of Managers
Funds in Virtus Alternative Solutions Trust, VFA, with respect to the Manager of Managers Funds in Virtus Asset Trust, and VIA, with respect
to all other Manager of Managers Funds, oversees the administration of the Funds and the subadvisers. VAIA, VFA and VIA are each an “Adviser”
and collectively, the “Advisers”. Under a current existing exemptive order issued by the SEC (discussed in more detail below),
one of VAIA’s, VFA’s and/or VIA’s duties is to recommend to the Board of a Trust, if conditions warrant, the reallocation
of assets managed by a subadviser or to recommend a subadviser’s hiring, termination or replacement, if VAIA, VFA and/or VIA deems
it appropriate to achieve the overall objectives of a Fund. Each Trust proposes that VAIA, VFA and/or VIA, subject to approval of its
Board and certain conditions, be permitted to, without obtaining the prior approval of a majority of the outstanding voting securities
of the Fund as is otherwise required by Section 15 of the 1940 Act: (i) select affiliated, whether partially or wholly-owned,
and unaffiliated investment advisers (“Subadvisers”) to manage all or a portion of the assets of a Fund and enter into subadvisory
agreements with Subadvisers, and (ii) materially amend subadvisory agreements with Subadvisers. The Trusts further propose that a
Fund be permitted to disclose advisory and subadvisory fee information in an aggregated manner.
For these purposes, an
unaffiliated Subadviser is an investment subadviser for a Fund that is not an affiliate of the Fund, VAIA, VFA or VIA, which means
that (a) it does not control and is not owned or controlled by the same parent of the Trust, VAIA, VFA or VIA, (b) it does
not own or control 5% of the outstanding voting shares of any Fund, VAIA, VFA or VIA, or (c) a Fund, VAIA, VFA or VIA does not
own or control 5% of its outstanding voting shares (an “Unaffiliated Subadviser”). A partially-owned Subadviser for a
Fund means a subadviser which is partially-owned (meaning an entity that owns or controls a portion of the equity of another entity,
either directly or indirectly through other subsidiaries) by VIA, VFA, VAIA, a sister company of either VIA, VFA or VAIA, which is
itself wholly-owned by a company that wholly owns VIA, VFA or VAIA (“Partially-Owned Subadviser”), or a parent company
of VIA, VFA and/or VAIA. Furthermore, a wholly-owned Subadviser for a Fund means a subadviser which is wholly-owned (meaning an
entity that owns or controls all of the equity of another entity, either directly or indirectly through other subsidiaries) by
either VIA, VFA, VAIA or a sister company of VIA, VFA or VAIA, which is itself wholly-owned by a company that wholly owns VIA, VFA
or VAIA (a “Wholly-Owned Subadviser”). Partially-Owned Subadvisers and Wholly-Owned Subadvisers together are
“Affiliated Subadvisers.”
As described further below,
VIA, VFA, VAIA and the Trusts currently have the authority, with respect to a majority of the Funds, to hire, terminate or replace Wholly-Owned
Subadvisers and Unaffiliated Subadvisers or materially amend subadvisory agreements with such Wholly-Owned Subadvisers or Unaffiliated
Subadvisers without prior shareholder approval under the current exemptive order, and are seeking similar authority with respect to Partially-Owned
Subadvisers.
The Current Applicable Exemptive Orders
VAIA, VFA, VIA and the Trusts have an exemptive
order (the “First Order”) issued September 29, 2008, by the SEC that grants exemptions from certain provisions of the
1940 Act. Pursuant to the First Order, VAIA, VFA and/or VIA may, with respect to a Fund and subject to supervision and approval of the
Board, enter into and materially amend subadvisory agreements with Unaffiliated Subadvisers without such agreements being approved by
the shareholders of the Fund. The Trusts, VAIA, VFA and VIA therefore, with approval from the Board, have the right to hire, terminate,
or replace Unaffiliated Subadvisers and modify or amend their subadvisory agreement without shareholder approval. VIA, VFA and/or VAIA
continues to have the ultimate responsibility to oversee the subadvisers and recommend their hiring, termination and replacement to the
Board. Within 90 days of the hiring of any new Unaffiliated Subadviser for the Fund under the First Order, shareholders of the Fund
would be furnished with all information about the new subadviser that would have been in a proxy statement seeking shareholder approval
of the new subadviser. However, the First Order does not permit the Trusts, VAIA, VFA or VIA, with respect to a Fund, to enter into and
materially amend subadvisory agreements with any subadvisers that are affiliated with the Trusts, VAIA, VFA or VIA without prior shareholder
approval. In addition, the First Order does not permit a Fund to disclose advisory fees paid by the Fund to VAIA, VFA or VIA and the subadvisory
fees paid by VAIA, VFA or VIA to Wholly-Owned Subadvisers for the Fund on an aggregate basis, but rather must disclose the amounts paid
to each individually.
Shareholders of all the Manager of Managers Funds,
other than the Virtus Newfleet Tax-Exempt Bond Fund, approved the ability for VAIA, VFA or VIA to rely on the First Order.
VAIA, VFA, VIA and the Trusts have also received
an exemptive order (the “Enhanced Order”), issued October 25, 2016, by the SEC that supersedes the First Order and allows
VAIA, VFA, VIA and the Trusts, subject to certain conditions and with the approval of the Board, to do the following without obtaining
prior approval from shareholders of a Fund:
| (a) | to also engage or retain Wholly-Owned Subadvisers, in addition to Unaffiliated Subadvisers; |
| (b) | to subsequently change such Subadvisers; or |
| (c) | to continue the employment of existing Subadvisers after events that under the 1940 Act and the relevant subadvisory agreements would
otherwise cause an automatic termination of the subadvisory agreements. |
In addition, the Enhanced Order permits a Fund
to disclose its advisory fees as follows:
| (a) | advisory fees paid by a Fund to VAIA, VFA or VIA and the subadvisory fees paid by VAIA, VFA or VIA to Wholly-Owned Subadvisers for
the Fund may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each individually; |
| (b) | subadvisory fees paid by VAIA, VFA or VIA to multiple Unaffiliated Subadvisers for a Fund may be disclosed on an aggregate basis,
rather than disclosing the amounts paid to each Unaffiliated Subadviser individually; and |
| (c) | subadvisory fees paid by VAIA, VFA or VIA to affiliated subadvisers that are not Wholly-Owned Subadvisers would continue to be disclosed
for each affiliated subadviser individually. |
Shareholders of all the Manager of Managers
Funds, other than the Virtus KAR Mid-Cap Core Fund, Virtus FORT Trend Fund, Virtus KAR Small-Cap Core Fund and Virtus Newfleet
Tax-Exempt Bond Fund, approved the ability for VAIA, VFA or VIA to rely on the Enhanced Order.
The SEC has issued a no-action letter that
would permit a Fund to apply the same relief in the First Order and the Enhanced Order with respect to any existing and future
Partially-Owned Subadvisers, in addition to Unaffiliated Subadvisers and Wholly-owned Subadvisers, if approved by shareholders. This
proposal seeks shareholders’ approval to apply this expanded relief to each Fund and also seeks to allow VIA, VAIA and VFA and
the Trusts to rely upon the Enhanced Order, as described above, with respect to the Virtus KAR Mid-Cap Core Fund, Virtus FORT Trend
Fund, Virtus KAR Small-Cap Core Fund and Virtus Newfleet Tax-Exempt Bond Fund.
If this proposal is approved by shareholders,
VAIA, VFA, VIA and the Trusts generally intend to rely on the expanded relief under the no-action letter and to comply with its conditions
which are summarized below. If, however, after this proposal is approved by shareholders the expanded relief is rescinded, VAIA, VFA,
VIA and the Trusts intend to rely on the Enhanced Order and to comply with its conditions which are summarized below.
VAIA, VFA, VIA and the Trusts would be permitted,
subject to certain conditions and with the approval of the Board, to do the following without obtaining prior approval from shareholders
of a Fund:
| (a) | to also engage or retain Partially-Owned and Wholly-Owned Subadvisers, in addition to Unaffiliated Subadvisers (or only Wholly-Owned
and Unaffiliated Subadvisers if the no-action letter is rescinded); |
| (b) | to subsequently change such Subadvisers; or |
| (c) | to continue the employment of existing Subadvisers after events that under the 1940 Act and the relevant subadvisory agreements would
otherwise cause an automatic termination of the subadvisory agreements. |
In addition, the expanded exemptive relief would
permit a Fund to disclose its advisory fees as follows (collectively, the “Aggregate Fee Disclosure”):
| (a) | advisory fees paid by the Fund to VAIA, VFA or VIA and the subadvisory fees paid by VAIA, VFA or VIA to Wholly-Owned Subadvisers for
the Fund may be disclosed on an aggregate basis, rather than disclosing the amounts paid to each individually; and |
| (b) | subadvisory fees paid by VAIA, VFA or VIA to multiple Partially-Owned and Unaffiliated Subadvisers for the Fund may be disclosed on
an aggregate basis, rather than disclosing the amounts paid to each Partially-Owned and Unaffiliated Subadviser individually (or to only
Wholly-Owned and Unaffiliated Subadvisers if the no-action letter is rescinded). |
The hiring of, replacement of, or changing of
a subadvisory agreement with, such Subadvisers would no longer require approval by shareholders of a Fund. However, any subadvisory agreement
or amendment to the Fund’s existing agreement that directly or indirectly results in an increase in the aggregate advisory fee rate
payable by the Fund must be submitted to the Fund’s shareholders for approval.
Before a Fund may rely on the Enhanced Order
(with respect to the Virtus KAR Mid-Cap Core Fund, Virtus FORT Trend Fund, Virtus KAR Small-Cap Core Fund and Virtus Newfleet
Tax-Exempt Bond Fund) and expanded relief, the shareholders must approve this proposal. If a Fund’s shareholders approve this
proposal, VAIA, VFA or VIA will have the right to hire, terminate or replace Wholly-Owned, Partially-Owned and Unaffiliated
Subadvisers without shareholder approval, including, without limitation, the replacement or reinstatement of any such Subadviser
with respect to which a subadvisory agreement has automatically terminated as a result of an assignment. VAIA, VFA or VIA will
continue to have the ultimate responsibility to oversee the subadvisers and recommend their hiring, termination, and
replacement.
Even if shareholders approve this arrangement,
approval by the Board, including a majority of the Independent Trustees, will still be required to engage a new Subadviser, terminate
a Subadviser, or change any subadvisory agreement. For a Fund to rely upon the expanded relief, it must comply with the conditions of
the no-action letter as summarized below.
Before a Fund may rely on the expanded relief,
its use must be approved by a Majority Vote of the Fund’s shareholders, and the Fund must disclose in its prospectus that it relies
on the expanded relief, and that the Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee and recommend
the hiring, termination and replacement of Subadvisers.
The Adviser will continue to have overall
supervisory responsibility for the general management and investment of each Fund’s assets. Subject to the Board’s
review and approval, the Adviser will set the Fund’s investment strategies; evaluate, select and recommend Subadvisers to the
Fund; and implement procedures reasonably designed to ensure subadvisers comply with the Fund’s investment objective, policies
and restrictions. The Adviser will also monitor and evaluate the performance of Subadvisers, and inform shareholders of the hiring
of a new Subadviser within 90 days of such hiring. The Fund may not, however, enter into a new or amended subadvisory agreement
with any Subadviser that results in an increase in the Fund’s advisory fee without first receiving shareholder approval.
At least a majority of each Board will be Independent
Trustees at all times, and independent legal counsel, as defined in Rule 0-1(a)(6) under the 1940 Act, will be engaged to represent
the Independent Trustees. The selection and nomination of new or additional Independent Trustees, and the selection of independent legal
counsel, will be within the discretion of the then-existing Independent Trustees.
When a Subadviser is hired or terminated, the
Adviser must provide the Board with information about the profitability of the Adviser with respect to the Fund. In addition, when a Subadviser
change is proposed for the Fund in reliance on the expanded relief, the Board will evaluate any material conflicts that may be present
in the proposed subadvisory arrangement and make a separate finding that (i) the change is in the best interests of the Fund and
its shareholders, and (ii) the change does not involve a conflict of interest from which the Adviser or Subadviser receives an inappropriate
advantage.
Lastly, if the SEC adopts a rule under the
1940 Act that provides substantially similar relief that the expanded relief provides, the expanded relief will expire on the effective
date of that rule.
In addition, for a Fund to rely upon the Enhanced
Order, it must comply with the conditions of the Enhanced Order as summarized below.
With respect to the Virtus KAR Mid-Cap Core
Fund, Virtus FORT Trend Fund, Virtus KAR Small-Cap Core Fund and Virtus Newfleet Tax-Exempt Bond Fund, whose shareholders have not
previously approved use of the Enhanced Order, before such Fund may rely on the Enhanced Order, its use must be approved by a
Majority Vote of the Fund’s shareholders, and the Fund must disclose in its prospectus that it relies on the Enhanced Order,
and that the Adviser has the ultimate responsibility, subject to oversight by the Board, to oversee and recommend their hiring,
termination and replacement of Subadvisers.
Each Adviser will continue to have overall supervisory
responsibility for the general management and investment of their respective Fund’s assets. Subject to the Board’s review
and approval, the Adviser will set the Fund’s investment strategies; evaluate, select and recommend subadvisors to the Fund; and
implement procedures reasonably designed to ensure subadvisers comply with the Fund’s investment objective, policies and restrictions.
The Advisers will also monitor and evaluate the performance of Subadvisers, and inform shareholders of the hiring of a new Subadviser
within 90 days of such hiring. A Fund may not, however, enter into a new or amended subadvisory agreement with a Partially-Owned
Subadviser or into a new or amended subadvisory agreement that results in an increase in the Fund’s advisory fee without first receiving
shareholder approval.
At least a majority of the Board will be Independent
Trustees at all times, and independent legal counsel, as defined in Rule 0-1(a)(6) under the 1940 Act, will be engaged to represent
the Independent Trustees. The selection and nomination of new or additional Independent Trustees, and the selection of independent legal
counsel, will be within the discretion of the then-existing Independent Trustees.
No less frequently than quarterly, and when a
Subadviser is hired or terminated, the Adviser must provide the Board with the relevant information about the profitability of the Adviser.
In addition, when a Subadviser change is proposed for the Fund in reliance on the Enhanced Order, the Board will make a separate finding
that (i) the change is in the best interests of the Fund and its shareholders, and (ii) the change does not involve a conflict
of interest from which the Adviser or Subadviser receives an inappropriate advantage.
Any ownership interest in a Subadviser by a Trustee
or officer of the Fund, or partner, director, manager, or officer of the Adviser, must be limited to (i) ownership interests in the
Adviser and certain entities that controls, is controlled by, or is under common control with the Advisor; or (ii) ownership of less
than 1% of the outstanding securities of any class of equity or debt of a subadviser that is a publicly-traded company or an entity that
controls, is controlled by or is under common control with a subadviser.
Lastly, if the SEC adopts a rule under the
1940 Act that provides substantially similar relief that the Enhanced Order provides, the Enhanced Order will expire on the effective
date of that rule.
Although shareholder approval would not be required
for the Adviser to terminate subadvisory agreements under the expanded relief, shareholders of the Fund have the right to terminate subadvisory
agreements for the Fund at any time by a vote of a majority of the outstanding voting securities of the Fund, and this right of shareholders
will not be affected by any of the provisions in the expanded relief.
The Board has concluded that, by approving this
proposal, shareholders will afford a Fund the opportunity to forego the costly expense of, and unnecessary delays associated with, proxy
solicitations due to necessary Subadviser changes. Therefore, if shareholders approve this proposal, they could benefit from potential
cost savings to the Fund, as well as allowing VAIA, VFA or VIA to act more quickly to change Subadvisers after it has determined that
such a change would be in the best interest of the Fund and its shareholders.
Required Vote
Approval of this
Proposal requires the affirmative vote of a majority of the outstanding voting securities of each Manager of Managers Fund, voting
separately at the Fund-level with all of the Fund’s share classes voting together. Under the 1940 Act, a majority of the
Fund’s outstanding voting securities is defined as the lesser of (1) 67% of the outstanding shares represented at a
meeting at which more than 50% of the Fund’s outstanding shares are present in person or represented by proxy or (2) more
than 50% of the Fund’s outstanding voting securities (a “Majority Vote”). If a Fund’s shareholders do not
approve this proposal, the Funds that currently operate under the First Order or Enhanced Order would continue to rely on such
order; those Funds that do not currently operate under either existing order would continue to require shareholder approval to hire,
terminate or replace any subadviser of such Fund.
PROPOSAL 3: TO CHANGE THE FUNDAMENTAL
INVESTMENT RESTRICTION REGARDING LENDING
(TO BE VOTED UPON BY SHAREHOLDERS OF THE
VIRTUS DUFF & PHELPS REAL ESTATE SECURITIES FUND, VIRTUS NEWFLEET LOW DURATION CORE PLUS BOND FUND, VIRTUS NEWFLEET TAX-EXEMPT
BOND FUND AND VIRTUS VONTOBEL EMERGING MARKETS OPPORTUNITIES FUND)
Discussion of Proposed Modification
Under the 1940 Act, a mutual fund must have a
fundamental policy regarding lending. The current fundamental investment restriction that applies to each of the Virtus Duff &
Phelps Real Estate Securities Fund, Low Duration Core Plus Bond Fund, Virtus Newfleet Tax-Exempt Bond Fund and Virtus Vontobel
Emerging Markets Opportunities Fund is more restrictive than mandated by the 1940 Act and is not clear as to whether investments in
loan participations and assignments which are unfunded are permitted. It is common for portfolios of funds investing in fixed income
securities to hold such investments from time to time. The proposed restriction is consistent with the 1940 Act requirements and
industry standards. The Board has evaluated this Proposal and believes the modification will clarify the investment
subadviser’s ability to execute the investment strategies of the Virtus Duff & Phelps Real Estate Securities Fund, Low
Duration Core Plus Bond Fund, Virtus Newfleet Tax-Exempt Bond Fund and Virtus Vontobel Emerging Markets Opportunities Fund by
explicitly permitting such investments. Investing in loan participations and assignments involves the risk that the borrower may
default on the loan and a Fund may not be able to recover the amount invested in such loan participations and assignments. Investing
in unfunded loans also involves the risk that the unfunded portion of a loan may need to be funded if the borrower draws down the
loan, as well as that an unfunded loan does not close and is then called at a new issue price that is less favorable for the
Fund.
| Current Fundamental Restriction |
Proposed Fundamental Restriction |
|
For the Virtus Duff &
Phelps Real Estate Securities Fund:
The fund may not make loans, except that the funds may (i) lend
portfolio securities, (ii) enter into repurchase agreements, (iii) purchase all or a portion of an issue of debt securities,
bank loan participation interests, bank certificates of deposit, bankers’ acceptances, debentures or other securities, whether or
not the purchase is made upon the original issuance of the securities, and (iv) participate in an interfund lending program with
other registered investment companies. |
The fund may not lend securities or make any other loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties except that the funds may purchase debt securities, may enter into repurchase agreements, and may acquire loans, loan participations and assignments (both funded and unfunded) and other forms of debt instruments. |
|
For the Virtus Newfleet Low Duration Core Plus Bond Fund,
Virtus Newfleet Tax-Exempt Bond Fund and Virtus Vontobel Emerging Markets Opportunities Fund:
Make loans, but this restriction
shall not prevent the Fund from (a) investing in debt obligations, (b) investing in money market instruments or repurchase agreements,
(c) participating in an interfund lending program among Funds having a common investment adviser or distributor to the extent permitted
by applicable law or (d) lending its portfolio securities. The Fund will not lend securities having a value in excess of 33 1/3%
of its assets, including collateral received for loaned securities (valued at the time of any loan). |
The fund may not lend securities or make any other loans if, as a result, more than 33 1/3% of its total assets would be lent to other parties except that the funds may purchase debt securities, may enter into repurchase agreements, and may acquire loans, loan participations and assignments (both funded and unfunded) and other forms of debt instruments. |
Basis for the Board’s Recommendation
At a meeting held on
March 2, 2022, the Board of each of the Virtus Duff & Phelps Real Estate Securities Fund, Virtus Newfleet Low Duration Core
Plus Bond Fund, Virtus Newfleet Tax-Exempt Bond Fund and Virtus Vontobel Emerging Markets Opportunities Fund, including the
Independent Trustees, reviewed the proposed fundamental investment restriction change and determined that the proposal would benefit
the Fund and its shareholders. The Board determined that this change would clarify the ability of VIA or a subadviser to manage the
investment portfolios of the Fund by clarifying that they have greater investment flexibility to pursue their investment objective
and principal investment strategies and respond to a changing investment environment. In addition, the proposed change would not
affect the Fund’s investment objectives and investment strategies, and should shareholders approve the proposed change, the
Fund does not intend to change its investment objectives or investment strategies. Furthermore, the Board noted that this change
generally should not result in a substantial change in the manner in which the Fund is currently being managed. Accordingly, the
Board, including the Independent Trustees, concluded that it would be in the best interests of the Fund and its shareholders to
approve the Proposal. The Board of Trustees recommends a vote "FOR" Proposal 3.
Required Vote
Approval of the change in
the fundamental investment restriction by each of the Virtus Duff & Phelps Real Estate Securities Fund, Virtus Newfleet Low
Duration Core Plus Bond Fund, Virtus Newfleet Tax-Exempt Bond Fund and Virtus Vontobel Emerging Markets Opportunities Fund requires
the affirmative vote of a majority of the outstanding voting securities of the Fund with all of the Fund’s share classes
voting together. Under the 1940 Act, a majority of the Fund’s outstanding voting securities is defined as the lesser of
(1) 67% of the outstanding shares represented at a meeting at which more than 50% of the Fund’s outstanding shares are
present in person or represented by proxy or (2) more than 50% of the Fund’s outstanding voting securities. If the change
in the fundamental investment restriction is not approved by shareholders of the Fund, the Fund would continue to be subject to the
current investment restriction of the Fund regarding lending, and would not be subject to the new investment restriction.
PROPOSAL 4: TO CHANGE THE INVESTMENT OBJECTIVE
FROM FUNDAMENTAL TO NON-FUNDAMENTAL
(TO BE VOTED UPON BY SHAREHOLDERS OF THE INVESTMENT
OBJECTIVE FUNDS)
The following Funds are referred to herein as the “Investment
Objective Funds”:
Virtus Opportunities Trust
Virtus Newfleet Multi-Sector Short Term Bond Fund
Virtus Duff &
Phelps Real Estate Securities Fund
Discussion of Proposed Reclassification of
Investment Objective
Every registered investment
company is required to state its investment objective, i.e., the goal of its investment program, in its prospectus. There is no requirement
that a fund’s investment objective be fundamental, i.e., that shareholder approval be required to change it, but many funds, including
all of the Investment Objective Funds, have stated that their investment objectives are fundamental. The Board of Trustees has approved
a proposal to make each Investment Objective Fund’s investment objective non-fundamental. If approved by shareholders, this change
would mean that the Board would be able to change an Investment Objective Fund’s investment objective in the future without further
action by shareholders. This change would enhance an Investment Objective Fund’s flexibility by allowing a Board to more easily
alter the Investment Objective Fund’s investment objective when the Board believes it is in the best interests of shareholders or
when necessary to comply with possible future regulatory changes. Importantly, Investment Objective Funds’ shareholders would
receive notice -- prior to its implementation -- of any change to an Investment Objective Fund’s investment objective that has been
approved by the Board. This change would also eliminate the costly expense of and unnecessary delays associated with proxy solicitations.
Basis for the Board’s Recommendation
At a meeting held on March 2,
2022, the Board of the Investment Objective Funds, including the Independent Trustees, reviewed the proposed investment objective change
from fundamental to non-fundamental and determined that the proposal would benefit the applicable Investment Objective Fund and its shareholders
because of the increased flexibility and reduction in costs and delays associated with proxy solicitations that would result from the
approval of the Proposal. Accordingly, the Board, including the Independent Trustees, concluded that it would be in the best interests
of each Investment Objective Fund and its shareholders to approve the Proposal. The Board of Trustees recommends a vote "FOR"
Proposal 4.
Required Vote
Approval of the change of
the investment objective from fundamental to non-fundamental by each of the Investment Objective Funds requires the affirmative vote
of a majority of the outstanding voting securities of the Investment Objective Fund with all of the Fund’s share classes voting
together. Under the 1940 Act, a majority of the Fund’s outstanding voting securities is defined as the lesser of (1) 67% of
the outstanding shares represented at a meeting at which more than 50% of the Fund’s outstanding shares are present in person or
represented by proxy or (2) more than 50% of the Fund’s outstanding voting securities. If the change is not approved by shareholders
of an Investment Objective Fund, such Fund’s investment objective would remain fundamental and would continue to require shareholder
approval to change it.
PROPOSAL 5: TO CHANGE THE FUND’S STATUS
FROM DIVERSIFIED TO NON-DIVERSIFIED
(TO BE VOTED UPON BY SHAREHOLDERS OF THE
VIRTUS SILVANT LARGE CAP GROWTH STOCK FUND)
Discussion of Proposed Reclassification From
Diversified to Non-Diversified
Section 5(b) of
the 1940 Act requires mutual funds to be classified as either diversified or non-diversified, and a fund’s diversification status
is considered a fundamental policy. Diversified funds are required to have at least 75% of total assets represented by cash and cash items
(including receivables), U.S. government securities, securities of other investment companies, and other securities for the purposes of
this calculation limited in respect of any one issuer to an amount not greater in value than 5% of the value of the total assets of the
fund and to not more than 10% of the outstanding voting securities of such issuer. Non-diversified funds are not subject to these requirements.
Under the 1940 Act, a non-diversified fund is permitted to operate as a diversified fund, but a diversified fund cannot become non-diversified
unless shareholders approve the change. Under applicable SEC guidance, if a non-diversified fund operates for more than three years as
diversified, it is considered diversified for SEC diversification purposes, and the change would need to be presented to the Board and
then shareholders for approval if the fund wanted to switch back to non-diversified.
The Virtus Silvant Large
Cap Growth Stock Fund is currently classified as a diversified fund. Shareholders are being asked to approve a change in the
Fund’s classification from diversified to non-diversified, as defined under the 1940 Act, so that the fundamental
diversification policy no longer applies. VFA, the Fund’s investment adviser and Silvant Capital Management LLC, the
Fund’s investment sub-adviser, believe that changing the Fund’s classification to non-diversified will benefit the
Fund’s investment team by giving it the flexibility to actively trade and hold concentration levels above the 25% of its
assets in securities of 5% or greater and would allow the portfolio management team to add to positions for which it has high
conviction.
Basis for the Board’s Recommendation
At a meeting held on
March 2, 2022, the Board of the Virtus Silvant Large Cap Growth Stock Fund, including the Independent Trustees, reviewed the
proposed reclassification from diversified to non-diversified and determined that the proposal would benefit the Fund and its
shareholders because of the increased flexibility for the investment team that would result from the approval of the Proposal.
Accordingly, the Board, including the Independent Trustees, concluded that it would be in the best interests of the Fund and its
shareholders to approve the Proposal. The Board of Trustees recommends a vote "FOR" Proposal 5.
Required Vote
Approval of the change of
the classification from diversified to non-diversified by the Fund requires the affirmative vote of a majority of the outstanding voting
securities of the Fund with all of the Fund’s share classes voting together. Under the 1940 Act, a majority of the Fund’s
outstanding voting securities is defined as the lesser of (1) 67% of the outstanding shares represented at a meeting at which more
than 50% of the Fund’s outstanding shares are present in person or represented by proxy or (2) more than 50% of the Fund’s
outstanding voting securities. If the change is not approved by shareholders of the Fund, the Fund’s classification would remain
as diversified.
The Trusts’ Auditor
Each Board of Trustees, including
a majority of the Independent Trustees, has approved the selection of PricewaterhouseCoopers LLP (“PwC”) as the independent
accountants for each Trust’s fiscal year. The Trusts’ fiscal year ends are:
Virtus Alternative Solutions Trust
– October 31
Virtus Asset Trust – December 31
Virtus Equity Trust – September 30
Virtus Opportunities Trust - September 30*
| * |
Applies to all series of Virtus Opportunities Trust, except for Virtus Stone Harbor Emerging Markets
Corporate Debt Fund, Virtus Stone Harbor Emerging Markets Debt Allocation Fund, Virtus Stone Harbor Emerging Markets Debt Fund,
Virtus Stone Harbor High Yield Bond Fund, Virtus Stone Harbor Local Markets Fund and Virtus Stone Harbor Strategic Income Fund (the
“Stone Harbor Funds”). The Stone Harbor Funds recently reorganized into Virtus Opportunities Trust and have a fiscal
year end of May 31. For this current fiscal period, the independent accountants for the Stone Harbor Funds will be Deloitte &
Touche LLP. |
PwC has extensive experience
in investment company accounting and auditing and has served as independent accountant for each Trust for many years. PwC examines the
financial statements included in each Trust's Annual Reports. It is not expected that representatives of PwC will be present at the Meeting,
and, therefore, they will not be making a statement and will not be available to respond to questions.
The SEC's auditor independence
rules require the Audit Committee to pre-approve (a) all audit and permissible non-audit services provided by a Fund's independent
accountants directly to the Fund and (b) those permissible non-audit services provided by a Fund's independent accountants to the
Fund's investment advisers and any entity controlling, controlled by or under common control with the investment advisers that provides
ongoing services to the Fund (the "Affiliated Service Providers"), if the services relate directly to the operations and financial
reporting of the Trust.
The aggregate fees billed
by PwC for the indicated services rendered to each Trust for the last two fiscal years were:
| | |
Audit Fees | | |
Audit-Related Fees | | |
Tax Fees | | |
All Other Fees | |
| | |
2020 | | |
2021 | | |
2020 | | |
2021 | | |
2020 | | |
2021 | | |
2020 | | |
2021 | |
| Virtus Alternative Solutions Trust | |
$ | 78,600 | | |
$ | 41,600 | | |
$ | 4,700 | | |
$ | 2,272 | | |
$ | 19,919 | | |
$ | 24,725 | | |
$ | 0 | | |
$ | 0 | |
| Virtus Asset Trust | |
$ | 400,523 | | |
$ | 427,370 | | |
$ | 26,808 | | |
$ | 29,193 | | |
$ | 77,751 | | |
$ | 58,949 | | |
$ | 0 | | |
$ | 0 | |
| Virtus Equity Trust | |
$ | 210,889 | | |
$ | 274,360 | | |
$ | 17,185 | | |
$ | 20,402 | | |
$ | 45,725 | | |
$ | 77,550 | | |
$ | 0 | | |
$ | 0 | |
| Virtus Opportunities Trust | |
$ | 463,530 | | |
$ | 465,040 | | |
$ | 36,562 | | |
$ | 20,924 | | |
$ | 72,104 | | |
$ | 121,075 | | |
$ | 0 | | |
$ | 0 | |
"Audit-Related Fees" are those related
to performance of the audit and review of the Trust's financial statements not disclosed under "Audit Fees."
"Tax Fees" are those primarily associated
with review of the Trust's tax provision and Registered Investment Company qualification in connection with audits of the Trust's financial
statements, review of year-end distributions by the Trust to avoid excise tax for the Trust, periodic discussion with management on tax
issues affecting the Trust, and reviewing and signing the Trust's federal income and excise tax returns.
“All Other Fees” are those fees billed
for other products and services rendered by PwC to the Trust not included as Audit or Audit-Related or Tax Fees.
Each Trust’s Board has
adopted policies and procedures with regard to the pre-approval of services provided by PwC. Audit, audit-related and tax compliance services
provided to a Trust on an annual basis require specific pre-approval by the Board. As noted above, the Board must also approve other non-audit
services provided to a Trust and those non-audit services provided to the Trust's Affiliated Service Providers that relate directly to
the operations and financial reporting of the Trust. Certain of these non-audit services that the Board believes are a) consistent with
the SEC's auditor independence rules and b) routine and recurring services that will not impair the independence of the independent
auditors may be approved by the Board without consideration on a specific case-by-case basis ("general pre-approval").
The Audit Committee has determined
that Ms. McDaniel, Chair of the Audit Committee, may provide pre-approval for such services that meet the above requirements in the
event such approval is sought between regularly scheduled meetings. In any event, the Board is informed of each service approved subject
to general pre-approval at the next regularly scheduled in-person board meeting. During the last two fiscal years, 100% of the non-audit
services provided to each Trust were pre-approved by the Audit Committee under the policies and procedures described above.
The percentage of hours expended
by PwC on the audit of each Trust’s financial statements for the last completed fiscal year that were attributed to work performed
by individuals other than PwC full-time, permanent employees was less than fifty percent.
The aggregate non-audit fees
billed by PwC to the Trusts’ Adviser and other Affiliated Services Providers for each Trust’s last two fiscal years were:
| | |
Aggregate Non-Audit Fees Billed | |
| | |
2020 | | |
2021 | |
| Virtus Alternative Solutions Trust | |
$ | 24,619 | | |
$ | 26,997 | |
| Virtus Asset Trust | |
$ | 104,559 | | |
$ | 88,142 | |
| Virtus Equity Trust | |
$ | 62,910 | | |
$ | 97,952 | |
| Virtus Opportunities Trust | |
$ | 108,666 | | |
$ | 141,999 | |
The Audit Committee has considered
and determined that the provision of non-audit services provided to the Trusts’ investment advisers and other Affiliated Service
Providers that were not pre-approved in accordance with the Trusts’ pre-approval policy is compatible with their auditor's independence.
PwC, the independent accountants for each Trust’s most recently completed fiscal year, has confirmed to the Audit Committee that
it is independent with respect to each Trust.
SHARE OWNERSHIP INFORMATION
Appendix E lists those shareholders
who beneficially owned 5% or more of the outstanding shares of the Funds as of the Record Date.
As of the Record Date, the
officers and Trustees of the Trusts, as a group, owned beneficially or of record less than 1% of the outstanding shares of the Funds.
PORTFOLIO TRANSACTIONS
The Funds do not allocate portfolio brokerage on
the basis of the sales of shares, although brokerage firms whose customers purchase shares of the Funds may participate in brokerage commissions.
The Funds do not conduct portfolio transactions through affiliated brokers.
OTHER BUSINESS
The Boards of Trustees know
of no other business to be brought before the Meeting. If other business should properly come before the meeting, the proxy holders will
vote thereupon in their discretion.
Under the provisions of each
Trust’s charter documents and applicable law, no annual meeting of shareholders is required, and the Trusts do not currently intend
to hold such a meeting. Ordinarily, there will be no shareholder meeting unless required by the 1940 Act or otherwise. Shareholder proposals
for inclusion in the proxy statement for any subsequent meeting must be received by the applicable Trust within a reasonable period of
time prior to any such shareholder meeting. Shareholders collectively holding at least 10% of the outstanding shares of a Trust may request
a shareholder meeting at any time for the purpose of voting to remove one or more of the Trustees. The Trust will assist in communicating
to other shareholders about such meeting.
PLEASE VOTE BY LOGGING
ON AT THE INTERNET ADDRESS PROVIDED ON YOUR PROXY CARD OR BY TELEPHONE BY CALLING THE TOLL-FREE NUMBER LOCATED ON YOUR PROXY CARD OR BY
COMPLETING THE ENCLOSED PROXY CARD(S) AND RETURNING THE CARD(S) BY [ ], 2022 IN THE ENCLOSED SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.
By order of the Boards of Trustees
| |
|
| |
Name:
Kevin J. Carr |
| |
Title:
Secretary of Virtus Asset Trust, Virtus Equity Trust and Virtus Opportunities Trust and Assistant Secretary of Virtus Alternative Solutions Trust |
APPENDIX A
VIRTUS
FUNDS1
(each,
a “Fund” and together, the “Funds”)
GOVERNANCE AND NOMINATING
COMMITTEE CHARTER
Purpose
The purposes of the Governance and Nominating
Committee (the “Committee”) are: (1) to identify individuals qualified to become members of the Board of Trustees2
of the Funds (the “Board”) and to recommend that the Board select particular Trustee nominees; (2) to identify individuals
qualified to become chairperson of the Board and to recommend that the Board select particular chairperson nominees; (3) to determine
appropriate duties and membership of any Board committees; (4) to develop and recommend to the Board a set of governance principles applicable
to the Funds; (5) to oversee annually the evaluation of the Board, this Committee and management of other committees of the Funds; and
(6) to assist the Board in fulfilling its oversight responsibilities with respect to matters relating to the interests of the shareholders
of each Fund.
Committee Composition
The Committee shall be composed of three (3) or
more members of the Board, none of whom shall be an “interested person” (as such term is defined by section 2(a)(19) of the
Investment Company Act of 1940, as amended (the “1940 Act”)) of the Funds (such non-interested members of the Board, the “Independent
Trustees”), and one of whom shall be the chairperson of the Board (provided that the chairperson of the Board is an Independent
Trustee). One member of the Committee shall serve as Chairperson. The Committee Chairperson shall be responsible for the leadership of
the Committee, including scheduling meetings, or reviewing and approving the schedule for them, preparing agendas or reviewing and approving
them before meetings, presiding over meetings of the Committee and making reports to the Board, as appropriate. Once the Committee has
been initially constituted, the Board shall from time to time receive from the Committee recommendations regarding membership and chairpersonship
of the Committee and shall appoint the members of the Committee and the Committee chairperson after receiving such recommendations. Other
Trustees of the Funds, while not serving as members of the Committee, nonetheless may have a role in the nominating process by identifying
and recommending potential candidates to the Committee for its consideration, and by otherwise assisting the Committee in the discharge
of its responsibilities. Committee members shall serve at the pleasure of the Board for such term or terms as the Board may determine.
Structure, Operations and Governance
Meetings and Actions by Written
Consent. The Committee shall meet as often as required and as the Committee considers appropriate, but no less frequently than
annually. Meetings may be called and notice given by the Committee chairperson or a majority of the members of the Committee. Members
may attend meetings in person or by telephone. The Committee may act by written consent to the extent permitted by law and the Funds’
governing documents. The Committee shall maintain minutes or other.
1 The
Virtus Funds include The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Alternative
Solutions Trust, Virtus Asset Trust, Virtus Equity Trust, Virtus Investment Trust, Virtus Opportunities Trust, Virtus Retirement Trust,
Virtus Strategy Trust and Virtus Variable Insurance Trust, Virtus Global Multi-Sector Income Fund, Virtus Total Return Fund Inc., Virtus
Stone Harbor Emerging Markets Income Fund, and Virtus Stone Harbor Emerging Markets Total Income Fund.
2 Throughout
this Charter, the term “Trustee” includes a Director of an investment company organized as a corporation.
records of its meetings and activities and report to the Board on any
action it takes not later than the next following Board meeting.
Required Vote and Quorum.
The affirmative vote of a majority of the voting members of the Committee participating in any meeting of the Committee is necessary for
the adoption of any resolution. No resolution may be adopted unless at least a majority of the voting members are present at the meeting
in person or by telephone.
Appropriate Resources and Authority.
The Committee shall have the resources and authority to discharge its responsibilities, including the authority to retain special counsel
and other advisers, experts or consultants, at the Funds’ expense, as it deems necessary or appropriate to carry out its duties
and responsibilities. In addition, the Committee shall have direct access to such officers of, and service providers to, the Funds, including
subadvisers of the Funds, as it deems desirable.
Review of Charter. The
Committee shall review and assess the adequacy of this Charter as necessary and, where necessary, will recommend changes to the Board
for its approval. The Board may amend this Charter at any time in response to recommendations from the Committee or on its own initiative.
Executive Sessions; Inviting Others.
The Committee may meet privately and may invite non-members to attend such meetings. The Committee may meet, in executive session or otherwise,
with representatives of the Funds’ investment adviser, subadvisers, principal underwriter or other principal service providers (and
any affiliate thereof), including such parties’ internal legal counsel and/or compliance personnel, to discuss matters that relate
to the areas for which the Committee has responsibility.
Specific Duties of the Committee
Board Nominations/Independence
| 1. | The Committee shall recommend to the Board Trustee nominees for election at the next meeting of a Fund’s
shareholders, as required. Additionally, in the event of any vacancies on or additions to the Board, the Committee shall evaluate the
qualifications of candidates and make nominations for membership on the Board, as the case may be. The Committee may also recommend that
a vacancy in the membership of the Board not be filled based on the then current Board’s size, composition and structure. In carrying
out its responsibilities under this paragraph, the Committee shall have sole authority to retain and terminate any search firm to be used
to identify Trustee candidates, including sole authority to approve the search firm’s fees and other retention terms. |
| 2. | Persons nominated as Independent Trustees may not be “interested persons” of the Funds as
that term is defined in the 1940 Act or such other interpretations and rules and regulations adopted in connection therewith. The Committee
shall also review the composition of the Board to ensure that at least two-thirds (2/3) of the Trustees are not interested persons. With
respect to such consideration of nominees and existing Trustees, the Committee shall carefully evaluate their independence from any investment
adviser, principal underwriter or other principal service provider to the Funds (and any affiliate thereof). The Committee shall also
take into consideration any affiliations disclosed in the then current registration statement for the Funds and any person who the Committee
considers to be unlikely to exercise an appropriate degree of independence as a result of: (a) a material business or professional relationship
with any Fund, its investment advisers or principal underwriter (or any of their affiliated persons); or (b) a close familial relationship
with any natural person who is an investment adviser or principal underwriter (or any of their affiliated persons). The Committee shall
also consider the effect of any relationships beyond those delineated in the 1940 Act that might impair the independence of any existing
or prospective. |
| | Independent Trustee. It shall consult with counsel concerning the requirements of the 1940 Act applicable to the selection
and qualification of Independent Trustees. |
| 3. | In assessing the qualifications of an existing or potential candidate for Independent Trustee membership
on the Board, the Committee shall consider such other factors as it may deem relevant. |
| 4. | With respect to shareholder/policyholder/contractholder recommendations for membership on the Board: |
| a. | In order for the Committee to consider recommendations for openings from shareholders of open-end retail
Funds, those shareholders must have separately or as a group held for at least one full year five percent of the shares of a series of
the respective Fund. |
| b. | In order for the Committee to consider recommendations for openings from policyholders or contractholders,
those policyholders or contractholders must have separately or as a group beneficially held for at least two full years five percent of
the shares of a series of Virtus Variable Insurance Trust through a variable insurance policy or variable annuity contract. |
| c. | In order for the Committee to consider recommendations for openings from shareholders of closed-end Funds,
the following requirements must be satisfied regarding the shareholder or shareholder group submitting the proposed nominee: |
| (i) | Any shareholder group submitting a proposed nominee must beneficially own, either individually or in the
aggregate, more than 4% of a Fund’s securities that are eligible to vote both at the time of submission of the nominee and at the
time of the Board member election. Each of the securities used for purposes of calculating this ownership must have been held continuously
for at least two years as of the date of the nominating. In addition, such securities must continue to be held through the date of the
nomination. In addition, such securities must continue to be held through the date of the meeting and the nominating shareholder or shareholder
group must bear the economic risk of the investment. |
| (ii) | The nominating shareholder or shareholder group may not qualify as an adverse holder – i.e., if
such shareholder were required to report beneficial ownership of its securities, its report would be filed on Securities Exchange Act
Schedule 13G instead of Schedule 13D in reliance on Securities Exchange Act Rule 13d-1(b) or (c). |
| (iii) | No eligible shareholder or shareholder group may submit more than one Independent Trustee recommendation
each calendar year. |
| d. | In order for the Committee to consider shareholder, policyholder or contractholder submissions, the following
requirements must be satisfied regarding the proposed nominee: |
| (i) | The nominee must satisfy all qualifications provided herein and in the Funds’ organizational documents,
including qualification as a possible Independent Trustee. |
| (ii) | The nominee may not be the nominating shareholder3, a member of a nominating shareholder
group or a member of the immediate family of the nominating shareholder or any member of the nominating shareholder group.4 |
| (iii) | Neither the nominee nor any member of the nominee’s immediate family may be currently employed or
employed within the last year by any nominating shareholder entity or entity in a nominating shareholder group. |
| (iv) | Neither the nominee nor any immediate family member of the nominee may have accepted directly or indirectly,
during the year of the election for which the nominee’s name was submitted, during the immediately preceding calendar year, or during
the year when the nominee’s name was submitted, any consulting, advisory, or other compensatory fee from the nominating shareholder
or any member of a nominating shareholder group. |
| (v) | The nominee may not be an executive officer or trustee (or person fulfilling similar functions) of the
nominating shareholder or any member of the nominating shareholder group, or of an affiliate of the nominating shareholder or any such
member of the nominating shareholder group. |
| (vi) | The nominee may not control the nominating shareholder or any member of the nominating shareholder group
(or, in the case of a holder or member that is a fund, an interested person of such holder or member as defined by Section 2(a)(19) of
the 1940 Act). |
| (vii) | A shareholder or shareholder group may not submit for consideration a nominee who has previously been
considered by the Committee. |
| e. | Shareholders or shareholder groups submitting proposed nominees must substantiate compliance with the
above requirements at the time of submitting their proposed nominee as part of their written submission to the attention of the relevant
Fund’s Secretary. In order for a submission of a nominee to be considered, such submission must include, as applicable: |
| (i) | the shareholder’s contact information; |
| (ii) | the nominee’s contact information and the number of Fund shares owned by the proposed nominee; |
| (iii) | all information regarding the nominee that would be required to be disclosed in solicitations of proxies
for elections of trustees required by Regulation 14A of the Securities Exchange Act, including business experience for the past ten years
and a description of the qualifications of the proposed nominee; and |
| (iv) | a notarized letter executed by the nominee, stating his or her intention to serve as a nominee and be
named in the Funds’ proxy statement, if so designated by the Committee and the Funds’ Board. |
3 Within
subsections (d) and (e) of this section, the term “shareholder” shall be interchangeable with policyholder and contractholder
as appropriate.
4 Terms
such as “immediate family member” and “control” shall be interpreted in accordance with the federal securities
laws.
It shall be in the Committee’s
sole discretion whether to seek corrections of a deficient submission or to exclude a nominee from consideration.
| f. | To the extent the conditions of this section are met, the Committee shall give candidates recommended
by shareholders/policyholders/contractholders the same consideration as any other candidate. |
Board
Chairperson Nominations
| 1. | The Committee from time to time shall recommend to the Board a policy or plan regarding succession of
the Board chairperson. Such policy or plan shall be designed to: (i) mitigate, to the extent reasonably practicable, the negative impact
of the retirement or resignation of the Board chairperson, and (ii) assist the Committee in evaluating candidates for a new chairperson
of the Board. |
| 2. | In the event of an anticipated or actual retirement or resignation of the chairperson of the Board, the
Committee shall evaluate the qualifications of candidates and make recommendations to the Board regarding nominations for a new chairperson
of the Board. |
Committee
Nominations and Responsibilities
| 1. | The Committee shall make recommendations to the Board concerning the responsibilities or establishment
of Board committees. |
| 2. | The Committee shall review and make recommendations from time to time to the Board regarding the nature
and duties of Board committees, including: (i) committee member qualifications (including, without limitation, “financial expert”
status); (ii) committee member and chairperson appointment and removal; (iii) committee size, structure and operations (including authority
to delegate to subcommittees); (iv) committee charters; and (v) committee reporting to the Board. In the event of any vacancies on or
additions to any committee, the Committee shall evaluate the qualifications of candidates and make recommendations on membership on any
committee of the Board. |
| 3. | In considering and recommending committee member appointments and removals, the Committee’s objective
is to encourage broad knowledge and understanding by each Trustee of the Funds’ financial, regulatory and governance circumstances
and conditions by endeavoring, to the extent reasonably practicable, to: (i) rotate membership of each committee over time, so that the
individual committee members other than the chairperson serve on a committee generally no more than three (3) consecutive years and ultimately
have served on several committees; and (ii) rotate chairpersons of the committees over time, so that the individual serving as chairperson
of a committee serves in that role generally no more than five (5) consecutive years and ultimately has also served as a regular member
or chairperson of several committees. |
Fund Governance
| 1. | The Committee shall recommend to the Board for its approval a set of governance guidelines and shall review
such guidelines from time to time as it deems necessary or appropriate and recommend any proposed changes to the Board for approval. Such
guidelines shall consider, among other things, whether the Board is properly constituted, if matters entrusted to the Board have been
properly considered, and any other matters that the Board should properly consider. |
| 2. | The Committee shall coordinate an annual self-assessment by the Board of its effectiveness. The self-assessment
may include, among other things, consideration of the Board’s committee |
| | structure; the appropriateness of rotating the composition
of each Committee; and whether the Board members are capable of providing sufficient oversight to the number of funds they monitor. The
Committee shall promptly report its findings and conclusions to the Board. |
Other Powers and Responsibilities
| 1. | The Committee shall annually review the sufficiency of the retainer and fees paid to each member of the
Board and to the members of the several Committees. If the Committee finds the retainer or fees to be not appropriate in light of the
Board’s and Committees’ responsibilities, it will make a recommendation to the Board. |
Amended and Restated: April 8, 2022
APPENDIX B
SHARES OF
THE TRUSTS/FUNDS OUTSTANDING ON THE RECORD DATE
| Trust
and Funds |
|
|
| |
A |
C |
C1 |
I |
Class R6 |
| VIRTUS
ALTERNATIVE SOLUTIONS TRUST |
|
|
|
|
|
| Virtus
Select MLP and Energy Fund |
|
|
N/A |
|
N/A |
| Virtus
Long/Short Equity Fund |
|
|
N/A |
|
|
| |
|
|
|
|
|
| VIRTUS
ASSET TRUST |
|
|
|
|
|
| Virtus
Large-Cap Value Equity Fund |
|
|
N/A |
|
|
| Virtus
Mid-Cap Value Equity Fund |
|
|
N/A |
|
|
| Virtus
Small-Cap Value Equity Fund |
|
|
N/A |
|
|
| Virtus
International Growth Fund |
|
N/A |
N/A |
|
|
| Virtus
Core Bond Fund |
|
N/A |
N/A |
|
|
| Virtus
Corporate Bond Fund |
|
|
N/A |
|
|
| Virtus
Floating Rate High Income Fund |
|
|
N/A |
|
|
| Virtus
High Grade Municipal Bond Fund |
|
N/A |
N/A |
|
N/A |
| Virtus
High Income Fund |
|
N/A |
N/A |
|
|
| Virtus
High Yield Fund |
|
N/A |
N/A |
|
|
| Virtus
Investment Grade Tax-Exempt Bond Fund |
|
N/A |
N/A |
|
N/A |
| Virtus
Short-Term Bond Fund |
|
|
N/A |
|
N/A |
| Virtus
Short-Term Municipal Bond Fund |
|
N/A |
N/A |
|
N/A |
| Virtus
Total Return Bond Fund |
|
N/A |
N/A |
|
|
| Virtus
U.S. Government Securities Ultra-Short Bond Fund |
|
N/A |
N/A |
|
|
| Virtus
U.S. Mortgage Fund |
|
|
N/A |
|
N/A |
| Virtus
Ultra-Short Bond Fund |
|
N/A |
N/A |
|
N/A |
| Virtus
Large-Cap Growth Stock Fund |
|
N/A |
N/A |
|
|
| Virtus
Small-Cap Growth Stock Fund |
|
N/A |
N/A |
|
N/A |
| Virtus
Innovative Growth Stock Fund |
|
N/A |
N/A |
|
|
| |
|
|
|
|
|
| VIRTUS
EQUITY TRUST |
|
|
|
|
|
| Virtus
Capital Growth Fund |
|
|
N/A |
|
|
| Virtus
Equity Income Fund |
|
|
N/A |
|
|
| Virtus
Global Quality Dividend Fund |
|
|
N/A |
|
|
| Virtus
Mid-Cap Core Fund |
|
|
N/A |
|
|
| Virtus
Mid-Cap Growth Fund |
|
|
N/A |
|
|
| Virtus
Small-Cap Core Fund |
|
|
N/A |
|
|
| Virtus
Small-Cap Growth Fund |
|
|
N/A |
|
|
| Virtus
Small-Cap Value Fund |
|
|
N/A |
|
|
| Virtus
Small-Mid Cap Core Fund |
|
|
N/A |
|
|
| Virtus
Small-Mid Cap Growth Fund |
|
|
N/A |
|
|
| Virtus
Small-Mid Cap Value Fund |
|
|
N/A |
|
|
| Virtus
Emerging Markets Growth Fund |
|
|
N/A |
|
|
| Virtus
Global Growth Fund |
|
|
N/A |
|
|
| Virtus
New Leaders Growth Fund |
|
|
N/A |
|
|
| Virtus
Tactical Allocation Fund |
|
|
N/A |
|
|
| VIRTUS
OPPORTUNITIES TRUST |
|
|
|
|
|
| Virtus
Global Infrastructure Fund |
|
|
N/A |
|
|
| Virtus
Global Real Estate Securities Fund |
|
|
N/A |
|
|
| Virtus
International Real Estate Securities Fund |
|
|
N/A |
|
N/A |
| Virtus
Real Asset Fund |
|
|
N/A |
|
|
| Virtus
Real Estate Securities Fund |
|
|
N/A |
|
|
| Virtus
Developing Markets Fund |
|
|
N/A |
|
|
| Virtus
Emerging Markets Small-Cap Fund |
|
|
N/A |
|
|
| Virtus
International Small-Mid Cap Fund |
|
|
N/A |
|
|
| Virtus
Core Plus Bond Fund |
|
|
N/A |
|
|
| Virtus
High Yield Fund |
|
|
N/A |
|
|
| Virtus
Low Duration Core Plus Bond Fund |
|
|
N/A |
|
|
| Virtus
Multi-Sector Intermediate Bond Fund |
|
|
N/A |
|
|
| Virtus
Multi-Sector Short Term Bond Fund |
|
|
|
|
|
| Virtus
Senior Floating Rate Fund |
|
|
N/A |
|
|
| Virtus
Tax-Exempt Bond Fund |
|
|
N/A |
|
N/A |
| Virtus
Emerging Markets Opportunities Fund |
|
|
N/A |
|
|
| Virtus
Foreign Opportunities Fund |
|
|
N/A |
|
|
| Virtus
Global Opportunities Fund |
|
|
N/A |
|
|
| Virtus
Greater European Opportunities Fund |
|
|
N/A |
|
N/A |
APPENDIX C
COMPENSATION OF THE TRUSTEES FOR
THE LAST FISCAL YEAR
| Name | |
Aggregate
Compensation
from Virtus
Alternative
Solutions Trust | | |
Aggregate
Compensation
From Virtus
Asset Trust | | |
Aggregate
Compensation
From Virtus
Equity Trust | | |
Aggregate
Compensation
From Virtus
Opportunities
Trust | | |
Pension or
Retirement
Benefits
Accrued as
Part of Trust
Expenses | |
Total
Compensation
From the Virtus
Funds Complex
Paid to Trustees | |
| | |
| | |
| | |
| | |
| | |
| |
| |
| Independent Trustees |
| Donald C. Burke | |
$ | 744 | | |
$ | 53,397 | | |
$ | 82,762 | | |
$ | 90,995 | | |
None | |
$ | 316,667 | |
| Sidney E. Harris | |
$ | 744 | | |
$ | 53,382 | | |
$ | 82,738 | | |
$ | 91,230 | | |
None | |
$ | 316,667 | |
| John R. Mallin | |
$ | 744 | | |
$ | 53,382 | | |
$ | 82,739 | | |
$ | 91,231 | | |
None | |
$ | 316,667 | |
| Connie D. McDaniel | |
$ | 842 | | |
$ | 60,390 | | |
$ | 93,615 | | |
$ | 103,076 | | |
None | |
$ | 356,250 | |
| Phillip R. McLoughlin | |
$ | 1,134 | | |
$ | 80,007 | | |
$ | 123,763 | | |
$ | 136,637 | | |
None | |
$ | 650,917 | |
| Geraldine M. McNamara | |
$ | 816 | | |
$ | 58,600 | | |
$ | 90,828 | | |
$ | 100,149 | | |
None | |
$ | 415,250 | |
| R. Keith Walton | |
$ | 744 | | |
$ | 53,382 | | |
$ | 82,738 | | |
$ | 91,230 | | |
None | |
$ | 316,667 | |
| Brian T. Zino | |
$ | 697 | | |
$ | 49,532 | | |
$ | 76, 688 | | |
$ | 84,623 | | |
None | |
$ | 345,883 | |
| Interested Trustee |
| George R. Aylward | |
| None | | |
| None | | |
| None | | |
| None | | |
None | |
| None | |
| Advisory Board Member |
| Sarah E. Cogan* | |
$ | 490 | | |
$ | 37,423 | | |
$ | 58, 421 | | |
$ | 64,090 | | |
None | |
$ | 302,500 | |
| Deborah A. DeCotis* | |
$ | 490 | | |
$ | 38,035 | | |
$ | 58, 421 | | |
$ | 64,090 | | |
None | |
$ | 293,333 | |
| F. Ford Drummond* | |
$ | 490 | | |
$ | 37,729 | | |
$ | 58, 423 | | |
$ | 64,092 | | |
None | |
$ | 297,917 | |
| William R. Moyer | |
| None | | |
| None | | |
| None | | |
| None | | |
None | |
$ | 140,000 | |
* Became an Advisory Board Member effective February 1, 2021
APPENDIX D
TRUSTEE/NOMINEE OWNERSHIP OF EQUITY SECURITIES
OF THE TRUSTS/FUNDS AS OF March 31,
2022
Name of Trustee or
Nominee | |
Name of
Trust | |
Name of Fund | |
Dollar Range of
Equity Securities
in the Fund | |
Aggregate
Dollar
Range of
Equity
Securities in
the Virtus
funds
complex |
| | |
| |
| |
| |
|
| Independent Trustees/Nominees |
| Donald C. Burke | |
| |
| |
| |
Over $100,000 |
| | |
VAT | |
Virtus Ceredex Large-Cap Value Equity Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Ceredex Mid-Cap Value Equity Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Ceredex Small-Cap Value Equity Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Seix Core Bond Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Seix Corporate Bond Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Seix Floating Rate High Income Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VAT | |
Virtus Seix High Income Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Seix High Yield Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Seix Investment Grade Tax-Exempt Bond Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Seix Total Return Bond Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Seix U.S. Government Securities Ultra-Short Bond Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus SGA International Growth Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Silvant Large-Cap Growth Stock Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VAST | |
Virtus Duff & Phelps Select MLP and Energy Fund | |
(b) $1 - $10,000 | |
|
| | |
VAST | |
Virtus KAR Long / Short Equity Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus KAR Capital Growth Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus KAR Equity Income Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus KAR Global Quality Dividend Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus KAR Mid-Cap Core Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus KAR Mid-Cap Growth Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Growth Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Value Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus KAR Small-Mid Cap Core Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus KAR Small-Mid Cap Growth Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus SGA Emerging Markets Growth Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VET | |
Virtus SGA Global Growth Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus SGA New Leaders Growth Fund | |
(b) $1 - $10,000 | |
|
| | |
VET | |
Virtus Tactical Allocation Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Global Infrastructure Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Global Real Estate Securities Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps International Real Estate Securities Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Real Asset Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Real Estate Securities Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus FORT Trend Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus KAR Emerging Markets Small-Cap Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus KAR International Small Mid-Cap Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Newfleet High Yield Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Intermediate Bond Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Bond Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Low Duration Core Plus Bond Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Senior Floating Rate Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Tax Exempt Bond Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Vontobel Emerging Markets Opportunities Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Vontobel Foreign Opportunities Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Vontobel Global Opportunities Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Vontobel Greater European Opportunities Fund | |
(b) $1 - $10,000 | |
|
| Sarah E. Cogan | |
| |
| |
| |
Over $100,000 |
| | |
VAT | |
Virtus Seix Floating Rate High Income Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VAT | |
Virtus Seix High Yield Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VAT | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Value Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Global Infrastructure Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Global Real Estate Securities Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Bond Fund | |
(c) $10,001 – $50,000 | |
|
| | |
| |
| |
| |
|
| Deborah A. DeCotis | |
| |
| |
| |
Over $100,000 |
| F. Ford Drummond1 | |
| |
| |
| |
Over $100,000 |
| | |
VAT | |
Virtus Ceredex Large-Cap Value Equity Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VAT | |
Virtus Ceredex Mid-Cap Value Equity Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VAT | |
Virtus Seix Floating Rate High Income Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VAT | |
Virtus Seix Total Return Bond Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VAT | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VET | |
Virtus KAR Capital Growth Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Core Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VET | |
Virtus SGA Global Growth Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Real Estate Securities Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Intermediate Bond Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Vontobel Foreign Opportunities Fund | |
(c) $10,001 – $50,000 | |
|
| Sidney E. Harris | |
| |
| |
| |
Over $100,000 |
| | |
VET | |
Virtus KAR Mid-Cap Growth Fund | |
(e) Over $100,000 | |
|
| | |
VAT2 | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Core Fund | |
(c) $10,001 – $50,000 | |
|
1 The following includes the dollar range of an Independent Trustee’s
deferred compensation allocations for the Fund Complex as of March 31, 2022.
| John R. Mallin | |
| |
| |
| |
Over $100,000 |
| | |
VAST | |
Virtus Duff & Phelps Select MLP And Energy Fund | |
(c) $10,001 – $50,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Real Estate Securities Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Bond Fund | |
(e) over $100,000 | |
|
| | |
VAT3 | |
Virtus Ceredex Mid-Cap Value Equity Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VAT | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(e) over $100,000 | |
|
| | |
VET | |
Virtus KAR Capital Growth Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VET | |
Virtus KAR Equity Income Fund | |
(e) over $100,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Growth Fund | |
(e) over $100,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Value Fund | |
(e) over $100,000 | |
|
| | |
VET | |
Virtus SGA Global Growth Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Real Estate Securities Fund | |
(e) over $100,000 | |
|
| | |
VOT | |
Virtus FORT Trend Fund | |
(e) over $100,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Intermediate Bond Fund | |
(e) over $100,000 | |
|
| | |
VOT | |
Virtus Newfleet Senior Floating Rate Fund | |
(e) over $100,000 | |
|
| Connie D. McDaniel | |
| |
| |
| |
Over $100,000 |
| | |
VAST | |
Virtus Duff & Phelps Select MLP and Energy Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Ceredex Large-Cap Value Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VAT | |
Virtus Ceredex Mid-Cap Value Equity Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VAT | |
Virtus Ceredex Small-Cap Value Equity Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VAT | |
Virtus Seix Floating Rate High Income Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VAT | |
Virtus Seix High Yield Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VAT | |
Virtus Silvant Large-Cap Growth Stock Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VAT | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(e) over $100,000 | |
|
| | |
VET4 | |
Virtus KAR Capital Growth Fund | |
(e) over $100,000 | |
|
| | |
VET | |
Virtus KAR Mid-Cap Core Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VET | |
Virtus KAR Small Cap Growth Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Intermediate Bond Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Bond Fund | |
(d) $50,001 - $100,000 | |
|
| Philip R. McLoughlin | |
| |
| |
| |
Over $100,000 |
| | |
VAST | |
Virtus Duff & Phelps Select MLP and Energy Fund | |
(b) $1 - $10,000 | |
|
| | |
VAST | |
Virtus KAR Long/Short Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Ceredex Mid-Cap Value Equity Fund | |
(c) $10,001-$50,000 | |
|
| | |
VAT | |
Virtus Seix Total Return Bond Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VAT | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(c) $10,001-$50,000 | |
|
| | |
VET | |
Virtus KAR Mid-Cap Core Fund | |
(c) $10,001-$50,000 | |
|
2 The following includes the dollar range of an Independent Trustee’s
deferred compensation allocations for the Fund Complex as of March 31, 2022, which is in addition to the above.
3 The following includes the dollar range of an Independent Trustee’s
deferred compensation allocations for the Fund Complex as of March 31, 2022, which is in addition to the above.
4 The following includes the dollar range of an Independent Trustee’s
deferred compensation allocations for the Fund Complex as of March 31, 2022, which is in addition to the above.
| | |
VET | |
Virtus KAR Mid-Cap Growth Fund | |
(c)$10,001-$50,000 | |
|
| | |
VET | |
Virtus KAR Small Mid-Cap Core Fund | |
(c)$10,001-$50,000 | |
|
| | |
VET | |
Virtus KAR Small Mid-Cap Growth Fund | |
(c)$10,001-$50,000 | |
|
| | |
VET | |
Virtus SGA Global Growth Fund | |
(c)$10,001-$50,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Global Real Estate Securities Fund | |
(b)$1 - $10,000 | |
|
| | |
VOT | |
Virtus KAR Emerging Markets Small-Cap Fund | |
(b)$1 - $10,000 | |
|
| | |
VOT | |
Virtus KAR International Small-Mid Cap Fund | |
(c)$10,001-$50,000 | |
|
| | |
VOT | |
Virtus Newfleet Low Duration Core Plus Bond Fund | |
(c)$10,001 - $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Bond Fund | |
(b)$1 - $10,000 | |
|
| | |
VAT5 | |
Virtus Ceredex Small-Cap Value Equity Fund | |
(d)$50,001 - $100,000 | |
|
| | |
VAT | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(e)over $100,000 | |
|
| | |
VET | |
Virtus KAR Capital Growth Fund | |
(e)over $100,000 | |
|
| | |
VET | |
Virtus KAR Mid-Cap Core Fund | |
(d)$50,001 - $100,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Growth Fund | |
(e)over $100,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Value Fund | |
(b)$1 - $10,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Real Estate Securities Fund | |
(e)over $100,000 | |
|
| | |
VOT | |
Virtus Newfleet Low Duration Core Plus Bond Fund | |
(b)$1 - $10,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Bond Fund | |
(b)$1 - $10,000 | |
|
| Geraldine M. McNamara | |
| |
| |
| |
Over $100,000 |
| | |
VAST | |
Virtus Duff & Phelps Select MLP and Energy Fund | |
(b)$1 - $10,000 | |
|
| | |
VAT | |
Virtus Ceredex Large-Cap Value Equity Fund | |
(c)$10,001 - $50,000 | |
|
| | |
VAT | |
Virtus Ceredex Mid-Cap Value Equity Fund | |
(d)$50,001 - $100,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Core Fund | |
(e)over $100,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Growth Fund | |
(c)$10,001 - $50,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Global Infrastructure Fund | |
(e)over $100,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Global Real Estate Securities Fund | |
(e)over $100,000 | |
|
| | |
VOT | |
Virtus Newfleet Low Duration Core Plus Bond Fund | |
(e)over $100,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Fund | |
(e)over $100,000 | |
|
| | |
VOT | |
Virtus Vontobel Foreign Opportunities Fund | |
(e)over $100,000 | |
|
| R. Keith Walton | |
| |
| |
| |
Over $100,000 |
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Bond | |
(e)over $100,000 | |
|
| Brian T. Zino | |
| |
| |
| |
Over $100,000 |
| | |
VAST | |
Virtus Duff & Phelps Select MLP and Energy Fund | |
(b)$1 - $10,000 | |
|
| | |
VAT | |
Virtus Zevenbergen Innovative Growth Stock Fund | |
(c)$10,001 - $50,000 | |
|
| | |
VOT | |
Virtus KAR International Small Mid-Cap Fund | |
(e)over $100,000 | |
|
| | |
Interested Trustee | |
| |
|
| George R. Aylward | |
| |
| |
| |
Over $100,000 |
| | |
VAST | |
Virtus Duff & Phelps Select MLP and Energy Fund | |
(b) $1 - $10,000 | |
|
| | |
VAT | |
Virtus Ceredex Mid-Cap Value Equity Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VET | |
Virtus KAR Global Quality Dividend Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VET | |
Virtus KAR Small-Cap Value Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VET | |
Virtus KAR Equity Income Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VET | |
Virtus Tactical Allocation Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Global Infrastructure Fund | |
(d) $50,001 - $100,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Real Asset Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VOT | |
Virtus Duff & Phelps Real Estate Securities Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VOT | |
Virtus Fort Trend Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Core Plus Bond Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Newfleet High Yield Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Intermediate Bond Fund | |
(b) $1 - $10,000 | |
|
| | |
VOT | |
Virtus Newfleet Multi-Sector Short Term Bond Fund | |
(e) Over $100,000 | |
|
| | |
VOT | |
Virtus Vontobel Emerging Markets Opportunities Fund | |
(c) $10,001 - $50,000 | |
|
| | |
VOT | |
Virtus Vontobel Foreign Opportunities Fund | |
(e) Over $100,000 | |
|
| | |
VOT | |
Virtus Vontobel Global Opportunities Fund | |
(c) $10,001 - $50,000 | |
|
5 The following includes the dollar range of an Independent
Trustee’s deferred compensation allocations for the Fund Complex as of March 31, 2022, which is in addition to the above.
APPENDIX E
SHARE OWNERSHIP INFORMATION
| Shareholder |
Class |
Shares |
Percent
of Class |
| |
|
|
|
| |
|
|
|
| |
|
|
|
| |
|
|
|
FORMS OF PROXY CARD
[Proposal 1 only Funds]
[ ]
|
To vote by Internet
1) Read
the Proxy Statement and have the proxy card below at hand.
2) Go
to website www.[ ]
3) Follow
the instructions provided on the website.
To vote by Telephone
1) Read the Proxy
Statement and have the proxy card below at hand.
2) Call [ ]
3) Follow the instructions.
To vote by Mail
1) Read
the Proxy Statement.
2) Check
the appropriate boxes on the proxy card below.
3) Sign
and date the proxy card.
4) Return
the proxy card in the envelope provided.
Attend Virtual Meeting
At the following website [ ] on [ ], 2022
|
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
KEEP THIS PORTION FOR YOUR RECORDS |
| |
DETACH AND RETURN THIS PORTION ONLY |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
|
|
| The Board of Trustees recommends a vote FOR the following |
For
All |
Withold
All |
For All Except |
To withhold authority to vote for any individual
nominee(s), Mark “For All Except” and write the name(s) of the nominee(s) on the line below
|
|
1) Election
of Trustees
Nominees:
01) Sarah
E. Cogan
02) Deborah
A. DeCotis
03) F.
Ford Drummond
04) Sidney
E. Harris
05) Connie
D. McDaniel
06) Keith
R. Walton
07) Brian
T. Zino
|
¨ |
¨ |
¨ |
|
| NOTE: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. |
|
|
|
|
| Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
|
Signature [Joint owners] |
Date |
|
| |
|
|
|
|
|
|
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.[ ].corn.
PROXY [Fund
Name] PROXY
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [ ], 2022
THIS PROXY IS BEING SOLICITED BY
THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the [Fund Name] (the "Fund"), a series of [Trust name] Trust (the
"Trust"), revoking previous proxies, hereby appoint(s) [ ], [ ] and [ ], or any one of them true and lawful attorneys with
power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Fund to be held virtually at the following website [ ] on [ ], 2022, at [ ] [a.]/[p.]m. Eastern Time, and at any adjournment thereof
as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as
may properly come before the meeting.
Receipt of the Notice of the Special Meeting and the accompanying
Proxy Statement is hereby acknowledged. The shares represented
hereby will be voted as indicated or FOR the proposals
[Proposals 1 and 2 only Funds]
| [ ] |
To vote by Internet
4) Read
the Proxy Statement and have the proxy card below at hand.
5) Go
to website www.[ ]
6) Follow
the instructions provided on the website.
To vote by Telephone
4) Read the Proxy
Statement and have the proxy card below at hand.
5) Call [ ]
6) Follow the instructions.
To vote by Mail
5) Read
the Proxy Statement.
6) Check
the appropriate boxes on the proxy card below.
7) Sign
and date the proxy card.
8) Return
the proxy card in the envelope provided.
Attend Virtual Meeting
At the following website [
] on [ ], 2022 |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
KEEP THIS PORTION FOR YOUR RECORDS |
| |
DETACH AND RETURN THIS PORTION ONLY |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
|
|
| The Board of Trustees recommends a vote FOR the following |
For
All |
Withold
All |
For All
Except |
To withhold authority to vote for
any individual
nominee(s), Mark
“For All Except” and write the
name(s) of the nominee(s) on
the line below
|
|
1) |
Election
of Trustees
Nominees:
01) Sarah
E. Cogan
02) Deborah
A. DeCotis
03) F.
Ford Drummond
04) Sidney
E. Harris
05) Connie
D. McDaniel
06) Keith
R. Walton
07) Brian
T. Zino
|
¨ |
¨ |
¨ |
|
| The Board of Trustees recommends a vote FOR the following proposals |
For |
Against |
Abstain |
|
| 2) |
To approve a proposal to permit [insert applicable adviser]
as the investment adviser to the Fund, to hire, terminate and replace affiliated (both wholly-owned and partially-owned) and unaffiliated
subadvisers for the Fund or to modify subadvisory agreements for the Fund without shareholder approval, and to permit the Fund to disclose
advisory and subadvisory fee information in an aggregated manner. |
¨ |
¨ |
¨ |
|
| NOTE: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. |
|
|
|
|
| Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
Signature [Joint owners] |
Date |
|
| |
|
|
|
|
|
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.[ ].corn.
PROXY [Fund
Name] PROXY
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [ ], 2022
THIS PROXY IS BEING SOLICITED BY
THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the [Fund Name] (the "Fund"), a series of [Trust name] Trust (the
"Trust"), revoking previous proxies, hereby appoint(s) [ ], [ ] and [ ], or any one of them true and lawful attorneys with
power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Fund to be held virtually at the following website [ ] on [ ], 2022, at [ ] [a.]/[p.]m. Eastern Time, and at any adjournment thereof
as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as
may properly come before the meeting.
Receipt of the Notice of the Special Meeting and the accompanying
Proxy Statement is hereby acknowledged. The shares represented
hereby will be voted as indicated or FOR the proposals
[Proposals 1, 2 and 3 only Funds]
| [ ] |
To vote by Internet
7) Read
the Proxy Statement and have the proxy card below at hand.
8) Go
to website www.[ ]
9) Follow
the instructions provided on the website.
To vote by Telephone
7) Read the Proxy
Statement and have the proxy card below at hand.
8) Call [ ]
9) Follow the instructions.
To vote by Mail
9) Read
the Proxy Statement.
10) Check
the appropriate boxes on the proxy card below.
11) Sign
and date the proxy card.
12) Return
the proxy card in the envelope provided.
Attend Virtual Meeting
At the following website [ ] on [ ], 2022
|
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
KEEP THIS PORTION FOR YOUR RECORDS |
| |
DETACH AND RETURN THIS PORTION ONLY |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
|
|
| The Board of Trustees recommends a vote FOR the following |
For
All |
Withold
All |
For All Except |
To withhold authority to vote for any individual
nominee(s), Mark “For All Except” and write the name(s) of the nominee(s) on the line below
|
|
1) Election
of Trustees
Nominees:
01) Sarah
E. Cogan
02) Deborah
A. DeCotis
03) F.
Ford Drummond
04) Sidney
E. Harris
05) Connie
D. McDaniel
06) Keith
R. Walton
07) Brian
T. Zino
|
¨ |
¨ |
¨ |
|
| The Board of Trustees recommends a vote FOR the following proposals |
For |
Against |
Abstain |
|
| 2) To approve a proposal to permit [insert applicable adviser] as the investment adviser to the Fund, to hire, terminate and replace affiliated (both wholly-owned and partially-owned) and unaffiliated subadvisers for the Fund or to modify subadvisory agreements for the Fund without shareholder approval, and to permit the Fund to disclose advisory and subadvisory fee information in an aggregated manner. |
¨ |
¨ |
¨ |
|
| 3) To approve a proposal to amend the fundamental restrictions of the Fund with respect to loans |
¨ |
¨ |
¨ |
|
| NOTE: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. |
|
|
|
|
| Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
Signature [Joint owners] |
Date |
| |
|
|
|
|
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.[ ].corn.
PROXY [Fund
Name] PROXY
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [ ], 2022
THIS PROXY IS BEING SOLICITED BY
THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the [Fund Name] (the "Fund"), a series of [Trust name] Trust (the
"Trust"), revoking previous proxies, hereby appoint(s) [ ], [ ] and [ ], or any one of them true and lawful attorneys with
power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Fund to be held virtually at the following website [ ] on [ ], 2022, at [ ] [a.]/[p.]m. Eastern Time, and at any adjournment thereof
as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as
may properly come before the meeting.
Receipt of the Notice of the Special Meeting and the accompanying
Proxy Statement is hereby acknowledged. The shares represented
hereby will be voted as indicated or FOR the proposals
[Proposals 1, 2, 3 and 4 only Funds]
[ ]
| |
To vote by Internet |
| |
|
| |
10) Read
the Proxy Statement and have the proxy card below at hand. |
| |
11) Go
to website www.[ ] |
| |
12) Follow
the instructions provided on the website. |
| |
|
| |
To vote by Telephone |
| |
|
| |
10) Read
the Proxy Statement and have the proxy card below at hand. |
| |
11) Call
[ ] |
| |
12) Follow
the instructions. |
| |
|
| |
To vote by Mail |
| |
|
| |
13) Read
the Proxy Statement. |
| |
14) Check
the appropriate boxes on the proxy card below. |
| |
15) Sign
and date the proxy card. |
| |
16) Return
the proxy card in the envelope provided. |
| |
|
| |
Attend Virtual Meeting |
| |
|
| |
At
the following website [ ] on [ ],
2022 |
| TO
VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
KEEP
THIS PORTION FOR YOUR RECORDS |
| |
DETACH
AND RETURN THIS PORTION ONLY |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
|
|
| The Board of Trustees recommends a vote FOR the following |
For
All |
Withold
All |
For All Except |
To withhold authority to vote for any individual
nominee(s), Mark “For All Except” and write the name(s) of the nominee(s) on the line below
|
|
1) Election
of Trustees
Nominees:
01) Sarah
E. Cogan
02) Deborah
A. DeCotis
03) F.
Ford Drummond
04) Sidney
E. Harris
05) Connie
D. McDaniel
06) Keith
R. Walton
07) Brian
T. Zino
|
¨ |
¨ |
¨ |
|
| The Board of Trustees recommends a vote FOR the following proposals |
For |
Against |
Abstain |
|
| 2) To approve a proposal to permit [insert applicable adviser] as the investment adviser to the Fund, to hire, terminate and replace affiliated (both wholly-owned and partially-owned) and unaffiliated subadvisers for the Fund or to modify subadvisory agreements for the Fund without shareholder approval, and to permit the Fund to disclose advisory and subadvisory fee information in an aggregated manner. |
¨ |
¨ |
¨ |
|
| 3) To approve a proposal to amend the fundamental restrictions of the Fund with respect to loans |
¨ |
¨ |
¨ |
|
| 4) To approve a proposal to reclassify the investment objective of the Fund from fundamental to non-fundamental |
¨ |
¨ |
¨ |
|
| NOTE: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. |
|
|
|
|
| Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
Signature [Joint owners] |
Date |
|
| |
|
|
|
|
|
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.[ ].corn.
PROXY [Fund
Name] PROXY
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [ ], 2022
THIS PROXY IS BEING SOLICITED BY
THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the [Fund Name] (the "Fund"), a series of [Trust name] Trust (the
"Trust"), revoking previous proxies, hereby appoint(s) [ ], [ ] and [ ], or any one of them true and lawful attorneys with
power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Fund to be held virtually at the following website [ ] on [ ], 2022, at [ ] [a.]/[p.]m. Eastern Time, and at any adjournment thereof
as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as
may properly come before the meeting.
Receipt of the Notice of the Special Meeting and the accompanying
Proxy Statement is hereby acknowledged. The shares represented hereby will be voted as indicated or FOR the proposals
[Proposals 1, 2 and 4 only Funds]
| [ ] |
To vote by Internet
13) Read
the Proxy Statement and have the proxy card below at hand.
14) Go
to website www.[ ]
15) Follow
the instructions provided on the website.
To vote by Telephone
13) Read the Proxy
Statement and have the proxy card below at hand.
14) Call [ ]
15) Follow the
instructions.
To vote by Mail
17) Read
the Proxy Statement.
18) Check
the appropriate boxes on the proxy card below.
19) Sign
and date the proxy card.
20) Return
the proxy card in the envelope provided.
Attend Virtual Meeting
At the following website
[ ] on [ ], 2022 |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
KEEP THIS PORTION FOR YOUR RECORDS |
| |
DETACH AND RETURN THIS PORTION ONLY |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
|
|
| The Board of Trustees recommends a vote FOR the following |
For
All |
Withold
All |
For All Except |
To withhold authority to vote for any individual
nominee(s), Mark “For All Except” and write the name(s) of the nominee(s) on the line below
|
|
1) Election
of Trustees
Nominees:
01) Sarah
E. Cogan
02) Deborah
A. DeCotis
03) F.
Ford Drummond
04) Sidney
E. Harris
05) Connie
D. McDaniel
06) Keith
R. Walton
07) Brian
T. Zino
|
¨ |
¨ |
¨ |
|
| The Board of Trustees recommends a vote FOR the following proposals |
For |
Against |
Abstain |
|
| 2) To approve a proposal to permit [insert applicable adviser] as the investment adviser to the Fund, to hire, terminate and replace affiliated (both wholly-owned and partially-owned) and unaffiliated subadvisers for the Fund or to modify subadvisory agreements for the Fund without shareholder approval, and to permit the Fund to disclose advisory and subadvisory fee information in an aggregated manner. |
¨ |
¨ |
¨ |
|
| 3) To approve a proposal to reclassify the investment objective of the Fund from fundamental to non-fundamental |
¨ |
¨ |
¨ |
|
| NOTE: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. |
|
|
|
|
| Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
Signature [Joint owners] |
Date |
|
| |
|
|
|
|
|
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.[ ].corn.
PROXY [Fund
Name] PROXY
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [ ], 2022
THIS PROXY IS BEING SOLICITED BY
THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the [Fund Name] (the "Fund"), a series of [Trust name] Trust (the
"Trust"), revoking previous proxies, hereby appoint(s) [ ], [ ] and [ ], or any one of them true and lawful attorneys with
power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Fund to be held virtually at the following website [ ] on [ ], 2022, at [ ] [a.]/[p.]m. Eastern Time, and at any adjournment thereof
as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as
may properly come before the meeting.
Receipt of the Notice of the Special Meeting and the accompanying
Proxy Statement is hereby acknowledged. The shares represented hereby will be voted as indicated or FOR the proposals
[Proposals 1, 2, and 5 only Funds]
| [ ] |
To vote by Internet
16) Read
the Proxy Statement and have the proxy card below at hand.
17) Go
to website www.[ ]
18) Follow
the instructions provided on the website.
To vote by Telephone
16) Read the Proxy
Statement and have the proxy card below at hand.
17) Call [ ]
18) Follow the
instructions.
To vote by Mail
21) Read
the Proxy Statement.
22) Check
the appropriate boxes on the proxy card below.
23) Sign
and date the proxy card.
24) Return
the proxy card in the envelope provided.
Attend Virtual Meeting
At the following website [ ] on [ ], 2022 |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
KEEP THIS PORTION FOR YOUR RECORDS |
| |
DETACH AND RETURN THIS PORTION ONLY |
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
|
|
|
|
| The Board of Trustees recommends a vote FOR the following |
For
All |
Withold
All |
For All Except |
To withhold authority to vote for any individual
nominee(s), Mark “For All Except” and write the name(s) of the nominee(s) on the line below
|
|
1) Election
of Trustees
Nominees:
01) Sarah
E. Cogan
02) Deborah
A. DeCotis
03) F.
Ford Drummond
04) Sidney
E. Harris
05) Connie
D. McDaniel
06) Keith
R. Walton
07) Brian
T. Zino
|
¨ |
¨ |
¨ |
|
| The Board of Trustees recommends a vote FOR the following proposals |
For |
Against |
Abstain |
|
| 2) To approve a proposal to permit [insert applicable adviser] as the investment adviser to the Fund, to hire, terminate and replace affiliated (both wholly-owned and partially-owned) and unaffiliated subadvisers for the Fund or to modify subadvisory agreements for the Fund without shareholder approval, and to permit the Fund to disclose advisory and subadvisory fee information in an aggregated manner. |
¨ |
¨ |
¨ |
|
| 3) To approve a proposal to change the Fund’s status from diversified to non-diversified. |
¨ |
¨ |
¨ |
|
| NOTE: Please sign exactly as your name(s) appear(s) on this card. When signing as attorney, executor, administrator, trustee, guardian or as custodian for a minor, please sign your name and give your full title as such. If signing on behalf of a corporation, please sign the full corporate name and your name and indicate your title. If you are a partner signing for a partnership, please sign the partnership name, your name and indicate your title. Joint owners should each sign these instructions. Please sign, date and return. |
|
|
|
|
| Signature [PLEASE SIGN WITHIN BOX] |
Date |
|
Signature [Joint owners] |
Date |
|
| |
|
|
|
|
|
Important Notice Regarding the Availability of
Proxy Materials for the Special Meeting:
The Notice and Proxy Statement is available at www.[ ].corn.
PROXY [Fund
Name] PROXY
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON [ ], 2022
THIS PROXY IS BEING SOLICITED BY
THE BOARD OF TRUSTEES. The undersigned shareholder(s) of the [Fund Name] (the "Fund"), a series of [Trust name] Trust (the
"Trust"), revoking previous proxies, hereby appoint(s) [ ], [ ] and [ ], or any one of them true and lawful attorneys with
power of substitution of each, to vote all shares which the undersigned is entitled to vote, at the Special Meeting of Shareholders of
the Fund to be held virtually at the following website [ ] on [ ], 2022, at [ ] [a.]/[p.]m. Eastern Time, and at any adjournment thereof
as indicated on the reverse side. In their discretion, the proxy holders named above are authorized to vote upon such other matters as
may properly come before the meeting.
Receipt of the Notice of the Special Meeting and the accompanying
Proxy Statement is hereby acknowledged. The shares represented hereby will be voted as indicated or FOR the proposals
