UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
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Securities Exchange Act of 1934
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Stone Harbor Emerging Markets Income Fund
Stone Harbor Emerging Markets Total Income Fund
Attn: Adam J. Shapiro, Esq.
c/o Stone Harbor Investment Partners LP
31 West 52nd Street, 16th Floor
New York, NY 10019
(Name of Registrant as Specified In Its Charter)
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STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND (“EDI”)
(Each a “Fund,” and collectively, the “Funds”)
TO BE HELD ON JANUARY 27, 2022
| | | | By Order of the Boards of Trustees of: Stone Harbor Emerging Markets Income Fund Stone Harbor Emerging Markets Total Income Fund | |
| | | | /s/ Peter J. Wilby Peter J. Wilby President | |
STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND (EDI)
(Each a “Fund” and collectively, the “Funds”)
Fund | | | Common Shares Outstanding | | |||
Stone Harbor Emerging Markets Income Fund | | | | | 16,843,897 | | |
Stone Harbor Emerging Markets Total Income Fund | | | | | 9,936,126 | | |
ELECTION OF NOMINEES
TO EACH FUND’S BOARD OF TRUSTEES
| | Independent Nominees | | | ||||||||||||
| | Name, Year of Birth, Length of Time Served and Number of Portfolios in Fund Complex Overseen by Trustee | | | | Class and Expiration of Term if Elected | | | | Principal Occupation(s) During Past 5 Years | | | | Other Directorships Held by Trustee During Past 5 Years | | |
| | Burke, Donald C. YOB: 1960 Served Since: 2021 99 Portfolios | | | | EDF: Class II (2022) EDI: Class II (2024) | | | | Retired. | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 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 (55 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). | | |
| | Cogan, Sarah E. YOB: 1956 Served Since: 2019 103 Portfolios | | | | EDF: Class II (2022) EDI: Class II (2024) | | | | Retired Partner, Simpson Thacher & Bartlett LLP (“STB”) (law firm) (since 2018); Director, Girl Scouts of | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Advisory | | |
| | Independent Nominees | | | ||||||||||||
| | Name, Year of Birth, Length of Time Served and Number of Portfolios in Fund Complex Overseen by Trustee | | | | Class and Expiration of Term if Elected | | | | Principal Occupation(s) During Past 5 Years | | | | Other Directorships Held by Trustee During Past 5 Years | | |
| | | | | | | | | | Greater New York (since 2016); Trustee, Natural Resources Defense Council, Inc. (since 2013); and formerly, Partner, STB (1989 to 2018). | | | | Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (55 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 Investment Trust (13 portfolios) and Virtus Strategy Trust (12 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 Credit and Mortgage Income Fund, PIMCO Dynamic Income Fund, PIMCO Global StocksPLUS® & Income Fund, PIMCO High Income Fund, PIMCO Income Opportunity 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; and Trustee (since 2019), PIMCO Managed Accounts Trust (5 portfolios). | | |
| | DeCotis, Deborah A. YOB: 1952 Served Since: 2014 103 Portfolios | | | | EDF: Class I (2024) EDI: Class I (2023) | | | | Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); Trustee, Smith College (since 2017); and Director, Watford Re (since 2017). Formerly, Co-Chair Special Projects Committee, Memorial Sloan | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (55 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 | | |
| | Independent Nominees | | | ||||||||||||
| | Name, Year of Birth, Length of Time Served and Number of Portfolios in Fund Complex Overseen by Trustee | | | | Class and Expiration of Term if Elected | | | | Principal Occupation(s) During Past 5 Years | | | | Other Directorships Held by Trustee During Past 5 Years | | |
| | | | | | | | | | Kettering (2005 to 2015); Trustee, Stanford University (2010 to 2015); and Principal, LaLoop LLC, a retail accessories company (1999 to 2014). | | | | 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 (since 2013), PIMCO Dynamic Credit and Mortgage Income Fund; Trustee (since 2012), PIMCO Dynamic Income Fund; Trustee (since 2011), Virtus Strategy Trust (12 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 Opportunity Fund, PIMCO Income Strategy Fund, PIMCO Income Strategy Fund II, PIMCO Strategic Income Fund, Inc., PIMCO Managed Accounts Trust (5 portfolios); and 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. | | |
| | Drummond, F. Ford YOB: 1962 Served Since: 2006 103 Portfolios | | | | EDF: Class III (2023) EDI: Class III (2022) | | | | Owner/Operator (since 1998), Drummond Ranch; formerly Board Member (2006 to 2020) and Chairman (2016 to 2018), Oklahoma Water Resources Board; Director (1998 to | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual | | |
| | Independent Nominees | | | ||||||||||||
| | Name, Year of Birth, Length of Time Served and Number of Portfolios in Fund Complex Overseen by Trustee | | | | Class and Expiration of Term if Elected | | | | Principal Occupation(s) During Past 5 Years | | | | Other Directorships Held by Trustee During Past 5 Years | | |
| | | | | | | | | | 2008), The Cleveland Bank; and General Counsel (1998 to 2008), BMI Health Plans (benefits administration). | | | | Fund Family (55 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 (12 portfolios); Director (since 2011), Bancfirst Corporation; and Trustee (since 2006), Virtus Investment Trust (13 portfolios). | | |
| | Harris, Sidney E. YOB: 1949 Served Since: 2021 96 Portfolios | | | | EDF: Class III (2023) EDI: Class III (2022) | | | | Private Investor (since 2021); Professor and Dean Emeritus (2015 to 2021), Professor (1997 to 2014), Dean (1997 to 2004), J. Mack Robinson College of Business, Georgia State University. | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 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 (55 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. | | |
| | Independent Nominees | | | ||||||||||||
| | Name, Year of Birth, Length of Time Served and Number of Portfolios in Fund Complex Overseen by Trustee | | | | Class and Expiration of Term if Elected | | | | Principal Occupation(s) During Past 5 Years | | | | Other Directorships Held by Trustee During Past 5 Years | | |
| | Mallin, John R. YOB: 1950 Served Since: 2021 96 Portfolios | | | | EDF: Class I (2024) EDI: Class I (2023) | | | | Partner/Attorney (since 2003), McCarter & English LLP (law firm) Real Property Practice Group; and Member (since 2014), Counselors of Real Estate. | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 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 (55 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). | | |
| | McDaniel, Connie D. YOB: 1958 Served Since: 2021 96 Portfolios | | | | EDF: Class II (2022) EDI: Class II (2024) | | | | Retired (since 2013). Vice President, 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), The Coca-Cola Company. | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 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; Director (since 2019), Global Payments Inc.; Trustee (since 2017), Virtus Mutual Fund Family (55 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. | | |
| | McLoughlin, Philip YOB: 1946 Served Since: 2021 106 Portfolios | | | | EDF: Class III (2023) EDI: Class III (2022) | | | | Retired. | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 portfolios); Trustee (since 2021), Virtus AllianzGI Artificial Intelligence & Technology | | |
| | Independent Nominees | | | ||||||||||||
| | Name, Year of Birth, Length of Time Served and Number of Portfolios in Fund Complex Overseen by Trustee | | | | Class and Expiration of Term if Elected | | | | Principal Occupation(s) During Past 5 Years | | | | Other Directorships Held by Trustee During Past 5 Years | | |
| | | | | | | | | | | | | | Opportunities Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Diversified Income & Convertible, Virtus AllianzGI Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund; Advisory Board Member (since 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 (55 portfolios). | | |
| | McNamara, Geraldine M. YOB: 1951 Served Since: 2021 99 Portfolios | | | | EDF: Class III (2023) EDI: Class III (2022) | | | | Retired. | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 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 (55 portfolios). | | |
| | Independent Nominees | | | ||||||||||||
| | Name, Year of Birth, Length of Time Served and Number of Portfolios in Fund Complex Overseen by Trustee | | | | Class and Expiration of Term if Elected | | | | Principal Occupation(s) During Past 5 Years | | | | Other Directorships Held by Trustee During Past 5 Years | | |
| | Walton, R. Keith YOB: 1964 Served Since: 2021 96 Portfolios | | | | EDF: Class I (2024) EDI: Class I (2023) | | | | Managing Director (since 2020), Lafayette Square Holding Company LLC; Venture and Operating Partner (since 2020), Plexo Capital, LLC; Venture Partner (since 2019) and Senior Adviser (2018 to 2019), Plexo, 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; Partner (since 2006), Global Infrastructure Partners. | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 portfolios); Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (55 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: 2021 103 Portfolios | | | | EDF: Class II (2022) EDI: Class II (2024) | | | | Retired. Various roles (1982 to 2009), J. & W. Seligman & Co. Incorporated, including President (1994 to 2009). | | | | Trustee (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (since 2021), Virtus AllianzGI Closed-End Funds (7 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 portfolios); Trustee (since 2020), Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (55 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). | | |
| | Interested Nominee | | | ||||||||||||
| | Name, Year of Birth, Length of Time Served and Number of Funds Overseen | | | | Class and Expiration of Term if Elected | | | | Principal Occupation(s) During Past 5 Years | | | | Principal Occupation(s) During Past 5 Years and Other Directorships Held by Trustee | | |
| | Aylward, George R.* Trustee and President YOB: 1964 Served Since: 2021 108 Portfolios | | | | EDF: Class I (2024) EDI: Class I (2023) | | | | 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 (since 2021), The Merger Fund®; Trustee (since 2021), The Merger Fund® VL; Trustee (since 2021), Virtus Event Opportunities Trust (2 portfolios); Trustee and President (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 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 (55 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. | | |
| | INTERESTED TRUSTEE | | | ||||||||||||||||||||
| | Name, Year of Birth and Class | | | | Position(s) Held with the Funds | | | | Term of Office And Length of Time Served | | | | Principal Occupation(s) During Past 5 Years | | | | Number of Portfolios in Fund Complex Overseen by Trustee3 | | | | Other Directorships Held by Trustee | | |
| | Peter J. Wilby4 Birth Year: 1958 EDF: Class I EDI: Class I | | | | Chairman of the Board; Trustee | | | | Trustee: EDF: Since 2020 EDI: Since 2020 Term Scheduled to Expire: EDF: 2024 EDI: 2023 | | | | Co-Chief Investment Officer of Stone Harbor from December 2018 to present; Chief Investment Officer of Stone Harbor from April 2006 through December 2018; prior to April 2006, Chief Investment Officer of North American Fixed Income at Citigroup Asset Management, as well as a member of the Executive Committee; joined Salomon Brothers Asset Management Inc. (the predecessor firm to Citigroup Asset Management) in 1989. | | | | 8 | | | | Stone Harbor Investment Funds | | |
| | INDEPENDENT TRUSTEES | | | ||||||||||||||||||||
| | Name, Year of Birth and Class | | | | Position(s) Held with the Funds | | | | Term of Office And Length of Time Served | | | | Principal Occupation(s) During Past 5 Years | | | | Number of Portfolios in Fund Complex Overseen by Trustee(3) | | | | Other Directorships Held by Trustee | | |
| | Alan Brott Birth Year: 1942 EDF: Class I EDI: Class I | | | | Chairman of the Audit Committee; Trustee | | | | Trustee: EDF: Since 2010 EDI: Since 2012 Term Scheduled to Expire: EDF: 2024 EDI: 2023 | | | | Columbia University – Associate Professor, 2000-2017; Consultant, 1991-Present. | | | | 8 | | | | Stone Harbor Investment Funds, Grosvenor Registered Multi-Strategy Fund and Grosvenor Hedge Fund Guided Portfolio Solution, NB Private Markets Funds (2 funds) and NB Crossroads Private Markets Funds (4 funds) | | |
| | INDEPENDENT TRUSTEES | | | ||||||||||||||||||||
| | Name, Year of Birth and Class | | | | Position(s) Held with the Funds | | | | Term of Office And Length of Time Served | | | | Principal Occupation(s) During Past 5 Years | | | | Number of Portfolios in Fund Complex Overseen by Trustee(3) | | | | Other Directorships Held by Trustee | | |
| | Heath B. McLendon Birth Year: 1933 EDF: Class II EDI: Class II | | | | Trustee | | | | Trustee: EDF: Since 2010 EDI: Since 2012 Term Scheduled to Expire: EDF: 2022 EDI: 2024 | | | | Retired. | | | | 8 | | | | Stone Harbor Investment Funds | | |
| | Patrick Sheehan Birth Year: 1947 EDF: Class III EDI: Class III | | | | Trustee | | | | Trustee: EDF: Since 2010 EDI: Since 2012 Term Scheduled to Expire: EDF: 2023 EDI: 2022 | | | | Retired. | | | | 8 | | | | Stone Harbor Investment Funds | | |
| | Glenn Marchak Birth Year: 1956 EDF: Class II EDI: Class II | | | | Trustee | | | | Trustee: EDF: Since 2015 EDI: Since 2015 Term Scheduled to Expire: EDF: 2022 EDI: 2024 | | | | Consultant and Private Investor. | | | | 8 | | | | Stone Harbor Investment Funds, Apollo Tactical Income Fund Inc. and Apollo Senior Floating Rate Fund Inc. | | |
| | Bruce Speca Birth Year: 1956 EDF: Class III EDI: Class III | | | | Trustee | | | | Trustee: EDF: Since 2016 EDI: Since 2016 Term Scheduled to Expire: EDF: 2023 EDI: 2022 | | | | Trustee, Frost Family of Funds (2019 – Present); Trustee, The Advisors’ Inner Circle Fund, The Advisors’ Inner Circle Fund II, Bishop Street Funds and The KP Funds (November 2011 – Present). | | | | 8 | | | | Stone Harbor Investment Funds, The Advisors’ Inner Circle Fund (43 funds), The Advisors’ Inner Circle Fund II (18 funds), Bishop Street Funds (2 funds) and Frost Family of Funds (5 funds) | | |
Name and Year of Birth(1) | | | Position(s) Held with the Funds | | | Term of Office And Length of Time Served(2) | | | Principal Occupation(s) During Past 5 Years | |
Peter J. Wilby 1958 | | | President and Chief Executive Officer | | | EDF: Since 2010 EDI: Since 2012 | | | Co-portfolio manager of the Funds; since December 2018, Co-Chief Investment Officer of Stone Harbor; from April 2006 to December 2018, Chief Investment Officer of Stone Harbor. | |
James E. Craige 1967 | | | Executive Vice President | | | EDF: Since 2010 EDI: Since 2012 | | | Co-portfolio manager of the Funds; since December 2018, Co-Chief Investment Officer of Stone Harbor; since April 2006, Portfolio Manager of Stone Harbor. | |
Kumaran Damodaran, PhD 1972 | | | Executive Vice President | | | EDF: Since 2019 EDI: Since 2019 | | | Co-portfolio manager of the Fund; Co-portfolio manager of Emerging Markets Total Income Fund, Emerging Markets Debt Fund, Local Markets Fund, Emerging Markets Corporate Debt Fund, Emerging Markets Debt Allocation Fund and Emerging Markets Debt Blend Fund; Since September 2015, Portfolio Manager of Stone Harbor; Prior to joining Stone Harbor, Lead Emerging Markets Macro Portfolio Manager for GLG Partners from 2012 to 2015. | |
David Griffiths 1964 | | | Executive Vice President | | | EDF: Since 2010 EDI: Since 2012 | | | Co-portfolio manager of the Funds; since April 2006, Portfolio Manager of Stone Harbor. | |
David A. Oliver 1959 | | | Executive Vice President | | | EDF: Since 2010 EDI: Since 2012 | | | Co-portfolio manager of the Funds; since June 2008, Portfolio Manager of Stone Harbor. | |
William Perry 1962 | | | Executive Vice President | | | EDF: Since 2012 EDI: Since 2012 | | | Co-portfolio manager of the Funds; since September 2012, Portfolio Manager of Stone Harbor. | |
Stuart Sclater-Booth 1969 | | | Executive Vice President | | | EDF: Since 2019 EDI: Since 2019 | | | Co-portfolio manager of the Fund; Co-portfolio manager of Emerging Markets Total Income Fund, Emerging Markets Debt Fund, Local Markets Fund, Emerging Markets Corporate Debt Fund, Emerging Markets Debt Allocation Fund and Emerging Markets Debt Blend Fund; Since June 2014, Portfolio Manager of Stone Harbor. | |
David Scott 1961 | | | Executive Vice President | | | EDF: Since 2010 EDI: Since 2012 | | | Co-portfolio manager of the Funds; since April 2006, Portfolio Manager of Stone Harbor. | |
Thomas M. Reynolds 1960 | | | Principal Financial and Accounting Officer | | | EDF: Since 2014 EDI: Since 2014 | | | Since February 2008, Controller of Stone Harbor. | |
Name and Year of Birth(1) | | | Position(s) Held with the Funds | | | Term of Office And Length of Time Served(2) | | | Principal Occupation(s) During Past 5 Years | |
Adam J. Shapiro 1963 | | | Chief Legal Officer and Secretary | | | EDF: Since 2010 EDI: Since 2012 | | | Since April 2006, General Counsel of Stone Harbor. | |
Jeffrey S. Scott 1959 | | | Chief Compliance Officer and Assistant Secretary | | | EDF: Since 2010 EDI: Since 2012 | | | Since April 2006, Chief Compliance Officer of Stone Harbor. | |
Amanda Suss 1969 | | | Treasurer | | | EDF: Since 2014 EDI: Since 2014 | | | Since July 2011, Senior Finance Associate of Stone Harbor. | |
Erich Rettinger 1985 | | | Assistant Treasurer | | | EDF: Since 2016 EDI: Since 2016 | | | Fund Controller, ALPS, since 2013. | |
Name & Address(1) | | | EDF | | | EDI | | ||||||
Alan Brott | | | | | 2,338 | | | | | | 2,083 | | |
Heath B. McLendon | | | | | 5,599 | | | | | | 3,554 | | |
Patrick Sheehan | | | | | 3,231 | | | | | | 0 | | |
Glenn Marchak | | | | | 0 | | | | | | 0 | | |
Bruce Speca | | | | | 0 | | | | | | 0 | | |
Peter J. Wilby* | | | | | 63,281 | | | | | | 48,726 | | |
Thomas M. Reynolds* | | | | | 0 | | | | | | 0 | | |
All Trustees and Executive Officers as a group | | | | | 74,449 | | | | | | 54,363 | | |
| | | Dollar Range(1) of Equity Securities Held in: | | | Aggregate Dollar Range of Equity Securities Held in All Funds in the Family of Investment Companies(3) | | |||
Name of Trustee/Nominee | | | Stone Harbor Emerging Markets Income Fund(2) | | | Stone Harbor Emerging Markets Total Income Fund(2) | | |||
Alan Brott | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | |
Heath B. McLendon | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | Over $100,000 | |
Patrick Sheehan | | | $10,001 – $50,000 | | | $0 | | | $10,001 – $50,000 | |
Glenn Marchak | | | $0 | | | $0 | | | $0 | |
Bruce Speca | | | $0 | | | $0 | | | $0 | |
Peter J. Wilby | | | Over $100,000 | | | Over $100,000 | | | Over $100,000 | |
| | | Aggregate Compensation Paid From EDI for the Fiscal Year Ended November 30, 2020 | | | Aggregate Compensation Paid From EDF for the Fiscal Year Ended November 30, 2020 | | | Total Compensation From the Funds and Fund Complex Paid to Trustees* | | |||||||||
Alan Brott | | | | $ | 4,000 | | | | | $ | 5,894 | | | | | $ | 89,000 | | |
Heath B. McLendon | | | | $ | 3,775 | | | | | $ | 5,563 | | | | | $ | 84,000 | | |
Patrick Sheehan | | | | $ | 3,775 | | | | | $ | 5,563 | | | | | $ | 84,000 | | |
Glenn Marchak | | | | $ | 3,775 | | | | | $ | 5,563 | | | | | $ | 84,000 | | |
Bruce Speca | | | | $ | 3,775 | | | | | $ | 5,563 | | | | | $ | 84,000 | | |
Peter J. Wilby | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
APPROVAL OF THE PROPOSED
INVESTMENT ADVISORY AND SUBADVISORY AGREEMENTS
| Michael A. Angerthal | | | Director, Executive Vice President and Treasurer | |
| George R. Aylward | | | Director and President | |
| Kevin J. Carr | | | Vice President and Assistant Secretary | |
| Jennifer Fromm | | | Assistant Secretary | |
| David G. Hanley | | | Senior Vice President and Assistant Treasurer | |
| Wendy J. Hills | | | Director, Executive Vice President, General Counsel and Secretary | |
| Chetram Persaud | | | Vice President and Chief Compliance Officer | |
| Richard W. Smirl | | | Executive Vice President | |
| | FUND | | | | AUM | | | | Fee | | |
| | Stone Harbor Investment Funds – Stone Harbor Emerging Markets Debt Fund | | | | $1,458.1 million | | | | 0.60% | | |
| | Stone Harbor Investment Funds – Stone Harbor Emerging Markets Debt Allocation Fund | | | | $18.5 million | | | | 0.70% | | |
| | Stone Harbor Investment Funds – Stone Harbor Local Markets Fund | | | | $135.1 million | | | | 0.75% | | |
| Audit Fees | | | Audit Related Fees | | | Tax Fees | | | All Other Fees | | |||||||||||||||||||||||||||||||||
| For the Year Ended November 30, 2020 | | | For the Year Ended November 30, 2019 | | | For the Year Ended November 30, 2020 | | | For the Year Ended November 30, 2019 | | | For the Year Ended November 30, 2020 | | | For the Year Ended November 30, 2019 | | | For the Year Ended November 30, 2020 | | | For the Year Ended November 30, 2019 | | |||||||||||||||||||||
| $55,900 | | | | $ | 69,900 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 5,000 | | | | | $ | 5,890 | | | | | $ | 0 | | | | | $ | 0 | | |
| Audit Fees | | | Audit Related Fees | | | Tax Fees | | | All Other Fees | | |||||||||||||||||||||||||||||||||
| For the Year Ended November 30, 2020 | | | For the Year Ended November 30, 2019 | | | For the Year Ended November 30, 2020 | | | For the Year Ended November 30, 2019 | | | For the Year Ended November 30, 2020 | | | For the Year Ended November 30, 2019 | | | For the Year Ended November 30, 2020 | | | For the Year Ended November 30, 2019 | | |||||||||||||||||||||
| $55,900 | | | | $ | 69,900 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 5,000 | | | | | $ | 5,890 | | | | | $ | 0 | | | | | $ | 0 | | |
EDF | | ||||||||||||
Common Shares(1) | | | Percentage of Shares Held | | | Total Shares Owned | | ||||||
First Trust Portfolios L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | | 5.02% | | | | | | 836,414 | | |
First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | ||||||||||
The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | |
EDI | | ||||||||||||
Common Shares(2) | | | Percentage of Shares Held | | | Total Shares Owned | | ||||||
First Trust Portfolios L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | | 15.713% | | | | | | 1,558,861 | | |
First Trust Advisors L.P. 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | ||||||||||
The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | |
| APPENDIX A | | | FORM OF PROPOSED INVESTMENT ADVISORY AGREEMENTS | |
| APPENDIX B | | | PRO FORMA FEES AND EXPENSES INFORMATION | |
| APPENDIX C | | | FORM OF PROPOSED SUBADVISORY AGREEMENTS | |
| APPENDIX D | | | FORM OF EXPENSE LIMITATION AGREEMENT | |
Title:
ADVISERS, INC.]
Title:
| | | NET ASSETS | | ||||||||||||||||||||||||
| | | EDF | | | | | | EDI | | ||||||||||||||||||
| | | Current Expenses | | | Pro Forma Expenses | | | | | | Current Expenses | | | Pro Forma Expenses | | ||||||||||||
Advisory Fees | | | | | 1.37% | | | | | | 1.37% | | | | Advisory Fees | | | | | 1.42% | | | | | | 1.42% | | |
Admin Fees | | | | | 0.00% | | | | | | 0.14% | | | | Admin Fees | | | | | 0.00% | | | | | | 0.14% | | |
Other Expenses | | | | | 0.58% | | | | | | 0.27% | | | | Other Expenses | | | | | 0.69% | | | | | | 0.33% | | |
Interest Expense | | | | | 0.44% | | | | | | 0.44% | | | | Interest Expense | | | | | 0.48% | | | | | | 0.48% | | |
Total Expenses | | | | | 2.39% | | | | | | 2.22% | | | | Total Expenses | | | | | 2.59% | | | | | | 2.37% | | |
| | | MANAGED ASSETS | | ||||||||||||||||||||||||
| | | EDF | | | | | | EDI | | ||||||||||||||||||
| | | Current Expenses | | | Pro Forma Expenses | | | | | | Current Expenses | | | Pro Forma Expenses | | ||||||||||||
Advisory Fees | | | | | 1.00% | | | | | | 1.00% | | | | Advisory Fees | | | | | 1.00% | | | | | | 1.00% | | |
Admin Fees | | | | | 0.00% | | | | | | 0.10% | | | | Admin Fees | | | | | 0.00% | | | | | | 0.10% | | |
Other Expenses | | | | | 0.43% | | | | | | 0.20% | | | | Other Expenses | | | | | 0.49% | | | | | | 0.23% | | |
Interest Expense | | | | | 0.32% | | | | | | 0.32% | | | | Interest Expense | | | | | 0.34% | | | | | | 0.34% | | |
Total Expenses | | | | | 1.75% | | | | | | 1.62% | | | | Total Expenses | | | | | 1.83% | | | | | | 1.67% | | |
Income Fund/Virtus Alternative Investment Advisers, Inc. ]
One Financial Plaza
Hartford, CT 06103
Attn: Legal Counsel
31 West 52nd Street
New York, New York 10019
Attn: [ ]
Title:
Title:
Title:
| SCHEDULES: | | | A. | | | Operational Procedures | |
| | | | B. | | | Record Keeping Requirements | |
| | | | C. | | | Fee Schedule | |
| | | | D. | | | Subadviser Functions | |
| | | | E. | | | Form of Sub-Certification | |
| [Name of Subadviser] [Name of Authorized Signer] [Title of Authorized Signer] | | | Date | |
(“[ticker]” or the “Fund”)
Greenfield, MA 01301
One Financial Plaza
Hartford, CT 06103
Title: Executive Vice President
ADVISERS, INC.
Title: Executive Vice President
Fund Name | | | Expense Limit | | | Expense Limitation Expiration Date | |
[Fund Name] | | | [ ]% | | | [date] | |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: Please detach at perforation before mailing. STONE HARBOR EMERGING MARKETS INCOME FUND PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 27, 2022 This proxy is solicited on behalf of the Board of Trustees. The undersigned hereby appoints Rachel Greer, Adam J. Shapiro and Jeffrey S. Scott and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of Stone Harbor Emerging Markets Income Fund (the “Fund”) which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via virtual format by conference call on January 27, 2022 at 3:00 p.m. (Eastern time) (the “Meeting”), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund, c/o Stone Harbor Investment Partners LP, 31 West 52nd Street, New York, New York 10019 prior to the date of the Meeting or by voting at the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the proposal and in the discretion of the proxy holder as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of the Proposal. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE TELEPHONIC MEETING on January 27, 2022 at 3:00 p.m. Eastern Time. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. |
EDF_31852_012721 PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code |
FOR WITHHOLD FOR ALL ALL ALL EXCEPT FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to be held on January 27, 2022. The Proxy Statement and Proxy Card for this Meeting are available at: https://www.proxy-direct.com/alp-31852 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD Please detach at perforation before mailing. TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: X A Proposal THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. 1. Election of twelve Nominees for Trustee: 01. Donald C. Burke 02. Sarah E. Cogan 03. Deborah A. DeCotis 04. F. Ford Drummond 05. Sidney E. Harris 06. John R. Mallin 07. Connie D. McDaniel 08. Philip R. McLoughlin 09. Geraldine M. McNamara 10. R. Keith Walton 11. Brian T. Zino 12. George R. Aylward INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 2. Approval of Investment Advisory Agreement with Virtus Alternative Investment Advisers, Inc. 3. Approval of Subadvisory Agreement with Stone Harbor 4. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx EDF 31852 M xxxxxxxx / / |
EVERY SHAREHOLDER’S VOTE IS IMPORTANT EASY VOTING OPTIONS: Please detach at perforation before mailing. STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND PROXY FOR A JOINT SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 27, 2022 This proxy is solicited on behalf of the Board of Trustees. The undersigned hereby appoints Rachel Greer, Adam J. Shapiro and Jeffrey S. Scott and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of Stone Harbor Emerging Markets Total Income Fund (the “Fund”) which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via virtual format by conference call on January 27, 2022 at 3:00 p.m. (Eastern time) (the “Meeting”), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund, c/o Stone Harbor Investment Partners LP, 31 West 52nd Street, New York, New York 10019 prior to the date of the Meeting or by voting at the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the proposal and in the discretion of the proxy holder as to any other matter that may properly come before the Meeting. Please refer to the Proxy Statement for a discussion of the Proposal. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE AT THE TELEPHONIC MEETING on January 27, 2022 at 3:00 p.m. Eastern Time. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. |
EDI_31852_012721 PLEASE SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code |
ACTIVE/113440927.1 FOR WITHHOLD FOR ALL ALL ALL EXCEPT FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN EVERY SHAREHOLDER’S VOTE IS IMPORTANT! VOTE THIS PROXY CARD TODAY! Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to Be Held on January 27, 2022. The Proxy Statement and Proxy Card for this Meeting are available at: https://www.proxy-direct.com/alp-31852 IF YOU VOTE ON THE INTERNET OR BY TELEPHONE, YOU NEED NOT RETURN THIS PROXY CARD Please detach at perforation before mailing. TO VOTE, MARK A BOX BELOW IN BLUE OR BLACK INK. EXAMPLE: X A Proposal THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. 1. Election of twelve Nominees for Trustee: 01. Donald C. Burke 02. Sarah E. Cogan 03. Deborah A. DeCotis 04. F. Ford Drummond 05. Sidney E. Harris 06. John R. Mallin 07. Connie D. McDaniel 08. Philip R. McLoughlin 09. Geraldine M. McNamara 10. R. Keith Walton 11. Brian T. Zino 12. George R. Aylward INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL EXCEPT” and write the nominee’s number on the line provided below. 2. Approval of Investment Advisory Agreement with Virtus Alternative Investment Advisers, Inc. 3. Approval of Subadvisory Agreement with Stone Harbor 4. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted.─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx EDI 31852 M xxxxxxxx / / |