SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Securities Exchange Act of 1934 (Amendment No. )
VIRTUS TOTAL RETURN FUND INC. (“ZTR”)
Greenfield, MA 01301-9668
Secretary
Virtus Total Return Fund Inc.
April 7, 2020
| | IMPORTANT: | | |
| | Shareholders are cordially invited to attend the Annual Meeting (virtually). In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Annual Meeting (virtually). Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person (virtually) if you attend the Annual Meeting and elect to vote in person (virtually). | | |
| | | Registrations | | | Valid Signature | |
Corporate Accounts | | | (1) ABC Corp. (2) ABC Corp. (3) ABC Corp. c/o John Doe, Treasurer (4) ABC Corp. Profit Sharing Plan | | | (1) ABC Corp. (2) John Doe, Treasurer (3) John Doe (4) John Doe, Trustee | |
Partnership Accounts | | | (1) The XYZ partnership (2) Smith and Jones, limited partnership | | | (1) Jane B. Smith, Partner (2) Jane B. Smith, General Partner | |
Trust Accounts | | | (1) ABC Trust (2) Jane B. Doe, Trustee u/t/d 12/28/78 | | | (1) Jane B. Doe, Trustee (2) Jane B. Doe | |
Custodial or Estate Accounts | | | (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA (2) Estate of John B. Smith | | | (1) John B. Smith (2) John B. Smith, Jr., Executor | |
FOR
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
MAY 21, 2020
Proposal | | | Shareholders Entitled to Vote | | |||
1a | | | Elect Donald C. Burke as a Class II trustee of VGI | | | VGI shareholders | |
1b | | | Elect Sidney E. Harris as a Class II trustee of VGI | | | VGI shareholders | |
1c | | | Elect John R. Mallin as a Class II trustee of VGI | | | VGI shareholders | |
1d | | | Elect James M. Oates as a Class II trustee of VGI | | | VGI shareholders | |
1e | | | Elect Connie D. McDaniel as a Class III director of ZTR | | | ZTR shareholders | |
1f | | | Elect Geraldine M. McNamara as a Class III director of ZTR | | | ZTR shareholders | |
1g | | | Elect R. Keith Walton as a Class III director of ZTR | | | ZTR shareholders | |
1h | | | Elect Brian T. Zino as a Class III director of ZTR | | | ZTR shareholders | |
2 | | | Transact such additional business as properly comes before the Meeting | | | VGI and/or ZTR shareholders | |
VGI/ZTR Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
Background
AND ADVISORY AND HONORARY BOARD MEMBERS
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Director (1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Director During the Past Five Years | |
Independent Directors and Nominees | | | | | | | | |||
Burke, Donald C. YOB: 1960 Portfolios Overseen: 74 | | | Class II Trustee of VGI since 2020, nominee for term expiring 2023 Class I Director of ZTR since 2020, term expires at the 2021 Annual Meeting | | | Retired | | | Director (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Mutual Fund Family (56 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Alternative Solutions Trust (3 portfolios); Director (since 2014) closed-end funds managed by Duff & Phelps Investment Management Co. (4 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). | |
Harris, Sidney E. YOB: 1949 Portfolios Overseen: 70 | | | Class II Trustee of VGI since 2020, nominee for term expiring 2023 Class I Director of ZTR since 2020, term expires at the 2021 Annual Meeting | | | Professor and Dean Emeritus (since April 2015), Professor (1997 to 2014), Dean (1997 to 2004), J. Mack Robinson College of Business, Georgia State University | | | Director (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2019), Mutual Fund Directors Forum; Trustee (since 2017), Virtus Mutual Fund Family (56 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions Trust (3 portfolios); Trustee (since 2013), KIPP Metro Atlanta; Trustee (1999 to 2019) Total System Services, Inc.; Trustee (2004 to 2017), RidgeWorth Funds; Trustee (since 2012), International University of the Grand Bassam Foundation; and Trustee (2011 to 2015), Genspring Family Offices, LLC. | |
Mallin, John R. YOB: 1950 Portfolios Overseen: 70 | | | Class II Trustee of VGI since 2020, nominee for term expiring 2023 Class II Director of ZTR since 2020, term expires at the 2022 Annual Meeting | | | Partner/Attorney (since 2003), McCarter & English LLP (law firm), Real Property Practice Group; and Member (since 2014), Counselors of Real Estate | | | Director (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Mutual Fund Family (56 portfolios) and Virtus Alternative Solutions Trust (3 portfolios); Director (since 2013), Horizons, Inc. (non-profit); and Trustee (since 1999), | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Director (1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Director During the Past Five Years | |
| | | | | | | | | Virtus Variable Insurance Trust (8 portfolios). | |
McDaniel, Connie D. YOB: 1958 Portfolios Overseen: 70 | | | Class III Trustee of VGI since 2020, term expires at the 2021 Annual Meeting Class III Director of ZTR since 2020, nominee for term expiring 2023 | | | Retired. 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 | | | Director (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2019), Global Payments Inc.; Trustee (since 2017), Virtus Mutual Fund Family (56 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions Trust (3 portfolios); Trustee (2014 to 2019), Total System Services, Inc.; and Trustee (2005 to 2017), RidgeWorth Funds. | |
McLoughlin, Philip R. YOB: 1946 Portfolios Overseen: 74 | | | Class III Trustee of VGI since 2011, term expires at the 2021 Annual Meeting Class II Director of ZTR since 2016, term expires at the 2022 Annual Meeting | | | Retired | | | Director and Chairman (2016 to 2019), the former Virtus Total Return Fund Inc.; Director and Chairman (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and Chairman (since 2013), Virtus Alternative Solutions Trust (3 portfolios); Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (8 portfolios); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (4 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 (56 portfolios). | |
McNamara, Geraldine M. YOB: 1951 Portfolios Overseen: 74 | | | Class I Trustee of VGI since 2020; term expires at the 2022 Annual Meeting Class III Director of ZTR since 2020, nominee for term expiring 2023 | | | Retired | | | Director (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Alternative Solutions Trust (3 portfolios); Trustee (since 2015), Virtus Variable Insurance Trust (8 portfolios); Director (since 2003), closed-end funds managed by Duff & Phelps Investment Management Co. (4 funds); and Trustee (since 2001), Virtus Mutual Fund Family (56 portfolios). | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Director (1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Director During the Past Five Years | |
Oates, James M. YOB: 1946 Portfolios Overseen: 70 | | | Class II Trustee of VGI since 2011, nominee for term expiring 2023 Class I Director of ZTR since 2016, term expires at the 2021 Annual Meeting | | | Managing Director (since 1994), Wydown Group (consulting firm) | | | Director (2016 to 2019), the former Virtus Total Return Fund Inc.; Trustee (since 2016) Virtus Variable Insurance Trust (8 portfolios); Director (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2013), Virtus Alternative Solutions Trust (4 portfolios); Trustee (since 2005) and Chairman (2005 to 2017), John Hancock Fund Complex (227 portfolios); Director (2002 to 2014), New Hampshire Trust Company; Chairman (2000 to 2016), Emerson Investment Management, Inc.; Non-Executive Chairman (2000 to 2014), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services); Chairman and Director (1999 to 2014), Connecticut River Bank; Director (since 1996), Stifel Financial; and Trustee (since 1987), Virtus Mutual Fund Family (56 portfolios). | |
Rogers, James B., Jr. YOB: 1942 Portfolios Overseen: 3 | | | Class I Trustee of VGI since 2016, term expires at the 2022 Annual Meeting Class I Director of ZTR since 1988, term expires at the 2021 Annual Meeting | | | Private Investor (since 1980) | | | Director (1986 to 2019), the former Virtus Total Return Fund Inc.; Director (since 2016), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2019), Nanomedics Co. Ltd.; Director (since 2018), Ananti Inc. and Sirius International Insurance Group, Ltd.; Director (2018 to 2019), Quantum Digital Asset Management Pte. Ltd; Director (2018 to 2019), Ocean Capital Advisors LLC; Director (since 2017), JSC AgroGard-Finance; Director (2016 to 2018), Crusader Resources Limited; Director (2014 to 2019), Sinofortune Financial Holdings Limited; Director (since 2014), PJSC Phos Agro; Director (2012 to 2019), Spanish Mountain Gold Limited; Director (since 2012), Geo Energy Resources Limited; Chairman (since 2007), Beeland Enterprises Inc.; Director (since 2007), | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Director (1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Director During the Past Five Years | |
| | | | | | | | | Beeland Holdings Pte Ltd.; and Chairman (since 1980), Beeland Interests (Media and Investments). | |
Walton, R. Keith YOB: 1964 Portfolios Overseen: 70 | | | Class I Trustee of VGI since 2016, term expires at the 2022 Annual Meeting Class III Director of ZTR since 2004, nominee for term expiring in 2023 | | | Senior Adviser (2018 to 2019), Vatic Labs, LLC; Venture Partner (since 2019) and Senior Adviser (2018 to 2019), Plexo, LLC; Executive Vice President, Strategy (2017 to 2019), Zero Mass Water, LLC; Partner and Chief Administrative Officer (since 2006), Global Infrastructure Partners; Vice President, Strategy (2013 to 2017), Arizona State University | | | Trustee (since 2020) Virtus Alternative Solutions Trust (3 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (56 portfolios); Director (since 2017), certain funds advised by Bessemer Investment Management LLC; Director (since 2016), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (2006 to 2019), Systematica Investments Limited Funds; Director (2006 to 2017), BlueCrest Capital Management Funds; Trustee (2014 to 2017), AZ Service; and Director (2004 to 2019), the former Virtus Total Return Fund Inc. | |
Zino, Brian T. YOB: 1952 Portfolios Overseen: 70 | | | Class I Trustee of VGI since 2016, term expires at the 2022 Annual Meeting Class III Director of ZTR since 2014, nominee for term expiring in 2023 | | | Retired | | | Trustee (since 2020) Virtus Alternative Solutions Trust (3 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (56 portfolios); Director (since 2016), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (2014 to 2019), the former Virtus Total Return Fund Inc.; Trustee, Bentley University (since 2011); Director (1986 to 2008) and President (1994 to 2008), 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 Director | | | | | | | | | | |
Aylward, George R.* YOB: 1964 Portfolios Overseen: 72 | | | Class III Trustee of VGI since 2011, term expires at the 2021 Annual Meeting Class II Director of ZTR since 2006, term expires at the 2022 Annual Meeting | | | Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2005) | | | Chairman and Trustee (since 2015), Virtus ETF Trust II (2 portfolios); Director, President and Chief Executive Officer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and President (since 2013), | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Director (1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Director During the Past Five Years | |
| | | | | | | | | Virtus Alternative Solutions Trust (3 portfolios); Director (since 2013), Virtus Global Funds, PLC (4 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (8 portfolios); Trustee and President (since 2006) and Executive Vice President (2004 to 2006), Virtus Mutual Fund Family (56 portfolios); and Director, President and Chief Executive Officer (2006 to 2019), the former Virtus Total Return Fund Inc. | |
Advisory Board Member(4) | | | | | | | | | | |
Moyer, William R. YOB: 1944 Portfolios Overseen: 70 | | | Served Since: 2020 | | | Private investor (since 2004); Financial and Operations Principal (2006 to 2017), Newcastle Distributors LLC (broker dealer) | | | Advisory Member (since 2020), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (56 portfolios); Director (2016 to 2019), Virtus Total Return Fund Inc. and the former Virtus Total Return Fund Inc.; Director (2014 to 2019), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (2011 to 2019), Virtus Global Multi-Sector Income Fund; Advisory Member (since 2020) and Trustee (2013 to 2016) and, Virtus Alternative Solutions Trust (4 portfolios). | |
Honorary Board Members(5) | | | | | | | | | | |
Brown, Thomas J. YOB: 1945 Portfolios Overseen: 70 | | | Served Since: 2020 | | | Retired | | | Honorary Board Member (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Mutual Fund Family (56 portfolios) and Virtus Alternative Solutions Trust (3 portfolios); Trustee (since 2011), Virtus Variable Insurance Trust (8 portfolios); Director (since 2010), D’Youville Senior Care Center; and Director (since 2005), VALIC Company Funds (49 portfolios). | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Director (1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Director During the Past Five Years | |
McClellan, Hassell H. YOB: 1945 Portfolios Overseen: 70 | | | Served Since: 2020 | | | Retired | | | Honorary Board Member (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Chairperson of the Board (since 2017) and Trustee (since 2000), John Hancock Fund Complex (collectively, 227 portfolios); Trustee (since 2016), Virtus Alternative Solutions Trust (3 portfolios); Trustee (since 2015), Virtus Mutual Fund Family (56 portfolios); Director (since 2010), Barnes Group, Inc. (diversified global components manufacturer and logistical services company); and Trustee (since 2008), Virtus Variable Insurance Trust (8 portfolios). | |
Segerson, Richard E. YOB: 1946 Portfolios Overseen: 70 | | | Served Since: 2020 | | | Retired. Managing Director (1998 to 2013), Northway Management Company | | | Honorary Board Member (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Alternative Solutions Trust (3 portfolios) and Virtus Variable Insurance Trust (8 portfolios); and Trustee (since 1983), Virtus Mutual Fund Family (56 portfolios). | |
Name and Year of Birth | | | Position(s) Held with Fund 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 (2016 to 2017), VGI and ZTR. | | | 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 2017), Vice President (2008 to 2016), Virtus Mutual Fund Family; Senior Vice President (since 2017), Vice President (2010 to 2016), Virtus Variable Insurance Trust; Senior Vice President (since 2017), Vice President (2013 to 2016), Virtus Alternative Solutions Trust; Senior Vice President (since 2017) and Vice President (2016 to 2017), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; 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 2011), VGI Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013), Chief Financial Officer and Treasurer (since 2010), ZTR | | | 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 (2014 to 2016), Chief Financial Officer and Treasurer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Executive Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 to 2016), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; 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), and Chief Financial Officer and Treasurer (since 2013), Virtus Alternative Solutions Trust; Director (since 2013), Virtus Global Funds, PLC; Vice President and | |
Name and Year of Birth | | | Position(s) Held with Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | | | Assistant Treasurer (since 2011), Duff & Phelps Utility and Infrastructure Fund Inc.; and various officer positions (since 2006) with Virtus affiliates. | |
Engberg, Nancy J. YOB: 1956 | | | Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), VGI Senior Vice President (since 2017), Vice President (2012 to 2017) and Chief Compliance Officer (since 2012), ZTR | | | Senior Vice President (2017 to 2019), Vice President (2012 to 2017) and Chief Compliance Officer (since 2012), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Vice President (2014 to 2017) and Chief Compliance Officer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Senior Vice President (since 2017), Vice President (2008 to 2017) and Chief Compliance Officer (2008 to 2011 and since 2016), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; 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 (2013 to 2017) and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Trust; Chief Compliance Officer (since 2015), ETFis Series Trust I and Virtus ETF Trust II; and various officer positions (since 2003) with Virtus affiliates. | |
Fromm, Jennifer YOB: 1973 | | | Vice President, Chief Legal Officer, Counsel and Secretary (since 2020), VGI and ZTR | | | Vice President and Secretary (since 2020), DNP Select Income Fund Inc., Duff & Phelps Utility and Infrastructure Fund Inc. and DTF Tax-Free Income Inc.; Assistant Secretary (since 2020), Duff & Phelps Utility and Corporate Bond Trust Inc.; Vice President, Chief Legal Officer, Counsel and Secretary (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Vice President (since 2017) and Assistant Secretary of various Virtus-affiliated open-end funds (since 2008); Vice President (since 2016) and Senior Counsel, Legal (since 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Vice President, Chief Legal Officer, Counsel and Secretary (since 2013), Virtus Variable Insurance Trust; Vice President, Chief Legal Officer, Counsel and Secretary (since 2013), Virtus Alternative Solutions Trust; and various officer positions (since 2008) with Virtus affiliates. | |
Short, Julia R. YOB: 1972 | | | Senior Vice President (since 2018), VGI and ZTR | | | Senior Vice President (since 2018), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Senior Vice President (2018 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Virtus Mutual Fund Family; Senior Vice President, Product Development (since 2017), Virtus Investment Partners, Inc. and/or certain of its | |
Name and Year of Birth | | | Position(s) Held with Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | | | subsidiaries; President and Chief Executive Officer, RidgeWorth Funds (2007 to 2017); and Managing Director, Product Manager, RidgeWorth Investments (2004 to 2017). | |
Waltman, Francis G. YOB: 1962 | | | Executive Vice President (since 2013), Senior Vice President (2011 to 2013), VGI; Executive Vice President (since 2017), ZTR | | | Executive Vice President (2017 to 2019), the former Virtus Total Return Fund Inc.; Executive Vice President (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Executive Vice President (since 2013), Senior Vice President (2008 to 2013), Virtus Mutual Fund Family; Executive Vice President (since 2013), Senior Vice President (2010 to 2013), Virtus Variable Insurance Trust; Director (since 2013), Virtus Global Funds PLC; Executive Vice President (since 2013), Virtus Alternative Solutions Trust; Executive Vice President, Product Development (since 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions (since 2006) with Virtus affiliates. | |
Donald C. Burke
John R. Mallin
Connie D. McDaniel
Brian T. Zino (chairman)
Name of Director | | | Dollar Range of Equity Securities in VGI | | | Dollar Range of Equity Securities in ZTR | | | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Directors in Family of Registered Investment Companies* | |
Independent Directors | | | | | | | | | | |
Donald C. Burke | | | $10,001 – $50,000 | | �� | $10,001 – $50,000 | | | Over $100,000 | |
Sidney E. Harris | | | $1 – $10,000 | | | $10,001 – $50,000 | | | Over $100,000 | |
John R. Mallin | | | $1 – $10,000 | | | $50,001 – $100,000 | | | Over $100,000 | |
Connie D. McDaniel | | | $1 – $10,000 | | | $1 – $10,000 | | | Over $100,000 | |
Philip R. McLoughlin | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | Over $100,000 | |
Name of Director | | | Dollar Range of Equity Securities in VGI | | | Dollar Range of Equity Securities in ZTR | | | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Directors in Family of Registered Investment Companies* | |
Geraldine M. McNamara | | | $1 – $10,000 | | | $1 – $10,000 | | | Over $100,000 | |
James M. Oates | | | $0 | | | $10,001 – $50,000 | | | Over $100,000 | |
James B. Rogers, Jr. | | | $1 – $10,000 | | | $10,001 – $50,000 | | | $50,001 – $100,000 | |
R. Keith Walton | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | |
Brian T. Zino | | | $10,001 – $50,000 | | | $50,001 – $100,000 | | | $50,001 – $100,000 | |
Interested Director | | | | | | | | | | |
George R. Aylward | | | $10,001 – $50,000 | | | $50,001 – $100,000 | | | Over $100,000 | |
Name of Director | | | Aggregate Compensation from the Funds | | | Pension or Retirement Benefits Accrued as Part of Funds Expenses | | | Estimated Annual Benefits Upon Retirement | | | Total Compensation from the Funds and Fund Complex(1) | | ||||||||||||
Donald C. Burke+ | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 372,000.00 | | |
Sidney E. Harris+ | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 316,195.66 | | |
John R. Mallin+ | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 280,000.00 | | |
Connie D. McDaniel+ | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 280,000.00 | | |
Philip R. McLoughlin | | | | $ | 132,937.62 | | | | | | N/A | | | | | | N/A | | | | | $ | 731,744.56 | | |
Geraldine M. McNamara+ | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 408,195.65 | | |
James M. Oates | | | | $ | 112,485.68 | | | | | | N/A | | | | | | N/A | | | | | $ | 437,500.00 | | |
James B. Rogers, Jr. | | | | $ | 112,485.68 | | | | | | N/A | | | | | | N/A | | | | | $ | 137,500.00 | | |
R. Keith Walton | | | | $ | 132,937.62 | | | | | | N/A | | | | | | N/A | | | | | $ | 162,500.00 | | |
Brian T. Zino | | | | $ | 118,212.22 | | | | | | N/A | | | | | | N/A | | | | | $ | 144,500.00 | | |
Name of Director | | | Aggregate Compensation from the Funds | | | Pension or Retirement Benefits Accrued as Part of Funds Expenses | | | Estimated Annual Benefits Upon Retirement | | | Total Compensation from the Funds and Fund Complex(1) | | ||||||||||||
Advisory Members | | | | | | | | | | | | | | | | | | | | | | | | | |
William R. Moyer* | | | | $ | 108,395.29 | | | | | | N/A | | | | | | N/A | | | | | $ | 132,500.00 | | |
William H. Wright II** | | | | $ | 44,906.64 | | | | | | N/A | | | | | | N/A | | | | | $ | 54,934.78 | | |
Honorary Members | | | | | | | | | | | | | | | | | | | | | | | | | |
Thomas J. Brown± | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 315,000.00 | | |
Hassell H. McLellan± | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 341,195.65 | | |
Richard E. Segerson± | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $ | 280,000.00 | | |
VGI/ZTR Legal Proxy
P.O. Box 43001
Providence, RI 02940-3001
| | | VGI | | | ZTR± | | ||||||||||||||||||
| | | Fiscal year ended November 30, 2019 | | | Fiscal year ended November 30, 2018 | | | Fiscal year ended November 30, 2019 | | | Fiscal year ended November 30, 2018 | | ||||||||||||
Audit Fees | | | | $ | 26,195 | | | | | $ | 24,380 | | | | | $ | 23,400 | | | | | $ | 24,380 | | |
Audit-Related Fees* | | | | $ | 2,333 | | | | | $ | 3,781 | | | | | $ | 7,247 | | | | | $ | 3,781 | | |
Tax Fees** | | | | $ | 3,200 | | | | | $ | 3,239 | | | | | $ | 4,700 | | | | | $ | 9,439 | | |
All Other Fees | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
Title of Class | | | Name and Address of Beneficial Ownership | | | No. of Shares | | | Percent of Class | | ||||||
Common Shares of VGI | | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | | 596,356 | | | | | | 5.27% | | |
Secretary
Virtus Global Multi-Sector Income Fund
Virtus Total Return Fund Inc.
EXHIBIT A
DUFF & PHELPS SELECT MLP AND MIDSTREAM ENERGY FUND INC.
VIRTUS GLOBAL DIVIDEND & INCOME FUND INC.
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
VIRTUS TOTAL RETURN FUND INC.
AUDIT COMMITTEE CHARTER
Organization
The Audit Committee (the “Committee”) of Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Global Dividend & Income Fund Inc., Virtus Global Multi-Sector Income Fund, and Virtus Total Return Fund Inc. (the “Funds”) shall consist of at least three (3) members at the time of listing on the New York Stock Exchange, all of whom are members of the Funds’ Board of Trustees (the “Board”) and who are “disinterested” Trustees1 as that term is defined in the Investment Company Act of 1940, as amended or “independent” as defined in the Sarbanes-Oxley Act of 2002, whichever is more restrictive. Each member of the Committee shall be financially literate as that term is interpreted by the Board in their business judgment, and at least one member shall be an “audit committee financial expert” as that term is defined in Item 3 of Form N-CSR. The Board shall appoint Committee members, and shall designate the Committee Chair. The Board shall have the power at any time to change the membership of the Committee and to fill vacancies in it, subject to such new member(s) satisfying the independence, experience and financial expertise requirements referred to above. Management of the Funds shall provide or arrange to provide such information, data and services as the Committee may request.
Role and Responsibilities
The function of the Committee is oversight; it is management’s responsibility to maintain appropriate systems for accounting and internal control over financial reporting, and the responsibility of the Funds' independent registered public accounting firm (the "Auditors") to plan and carry out a proper audit. Specifically, Funds’ management is responsible for: (1) the preparation, presentation and integrity of the Funds’ financial statements; (2) the maintenance of appropriate accounting and financial reporting principles and policies; and (3) the maintenance of internal control over financial reporting and other procedures designed to assure compliance with accounting standards and related laws and regulations. The Auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter. Nothing in this Charter shall be construed to reduce the responsibilities or liabilities of the Funds’ service providers, including the Auditors.
Although the Committee is expected to take a detached and questioning approach to the matters that come before it, the review of the Funds’ financial statements by the Committee is not an audit, nor does the Committee’s review substitute for the responsibilities of the Funds’ management for preparing, or the Auditors for auditing, the financial statements. Members of the Committee are not full-time employees of the Funds and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to assure compliance with laws and regulations or to conduct “field work” or other types of auditing or accounting reviews or procedures.
In discharging their duties the members of the Committee are entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: (1) one or more officers of the Funds whom the Trustee reasonably believes to be reliable and competent in the matters presented; (2) legal counsel, public accountants, or other persons as to matters the Trustee reasonably believes are within the person’s professional or experts competence; or (3) a Board committee of which the Trustee is not a member.
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1 The term “Trustee” includes a Director of an investment company organized as a corporation.
Purposes
The purposes of the Committee are:
(a) | to oversee the Funds’ accounting and financial reporting processes, and to receive reports regarding their internal control over financial reporting; |
(b) | to oversee the quality and integrity of the Funds’ financial statements and the independent audit thereof; |
(c) | to oversee, or, as appropriate, assist Board oversight of, the Funds’ compliance with legal and regulatory requirements that relate to the Funds’ accounting and financial reporting, and independent audits; |
(d) | to approve prior to appointment the engagement of the Funds’ Auditors and, in connection therewith, to review and evaluate the qualifications, independence and performance of the Funds’ Auditors; |
(e) | to prepare an audit committee report as required by Item 306 of Regulation S-K to be included in the proxy statements relating to the election of directors; and |
(f) | to act as a liaison between the Funds’ Auditors and the full Board. |
The Auditors for the Funds shall report directly to the Committee.
Duties and Powers
The Committee shall have the following duties and powers:
(a) | to appoint, select, retain or terminate the independent accountants. Committee members shall evaluate the independent accountants’ performance, compensation and costs, organizational capability and independence from management. The Audit Committee will obtain receipt from the independent accountants on a periodic basis, but no less frequently than annually in connection with the engagement of the Auditors to audit the Funds' financial statements, of a formal written statement delineating relationships between the independent accountants (and their related entities) and the Funds (and their related entities), consistent with Rule 3526 of the Public Company Accounting Oversight Board. |
(b) | to recommend the selection of the independent accountants to the full Board; |
(c) | to approve prior to appointment the engagement of the Auditors to provide other audit services to the Funds or to provide non-audit services to the Funds, the Funds’ advisers or any entity controlling, controlled by, or under common control with the Funds’ advisers (“adviser affiliate”) that provides ongoing services to the Funds, if the engagement relates directly to the operations and financial reporting of the Funds; |
(d) | to develop, to the extent deemed appropriate by the Committee, policies and procedures for pre-approval of the engagement of the Funds’ Auditors to provide any of the services described in (b) above; |
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(e) | to consider the controls applied by the Auditors and any measures taken by management in an effort to assure that all items requiring pre-approval by the Committee are identified and referred to the Committee in a timely fashion; |
(f) | to consider whether the non-audit services provided by the Funds’ Auditors to the Funds’ advisers or any adviser affiliates that provide ongoing services to the Funds, which services were not pre-approved by the Committee, are compatible with maintaining the Auditors’ independence; however, the Auditor should have all audit and non-audit services pre-approved by the Committee, before performing such service; |
(g) | to review the arrangements for and scope of the annual audit and any special audits; |
(h) | to review and approve the fees proposed to be charged to the Funds for each audit and non-audit service; |
(i) | to consider information and comments from the Auditors with respect to the Funds’ accounting and financial reporting policies, procedures and internal control over financial reporting (including the Funds’ critical accounting policies and practices such as valuation of securities, risk management and regulatory including tax compliance), to consider management’s responses to any such comments and, to the extent the Committee deems necessary or appropriate, to promote improvements in the quality of the Funds’ accounting and financial reporting; |
(j) | to review the annual audited and the semi-annual financial statements, with Fund Management and the Auditors, including major issues regarding the accounting and auditing principles and practices and including any related disclosures, and, if a fund chooses to include Management’s Discussion of Fund Performance in its Form N-CSR, to meet to review and discuss it; |
(k) | to receive at least annually a report from the Auditors within 90 days prior to the filing of the Auditors’ report (or receive an updated report within such 90-day period, if the Auditors’ annual report is presented to the Committee more than 90 days prior to the filing of the Auditors’ report) which includes the following: (i) all critical accounting policies and practices used by the Funds (or, in connection with any update, any changes in such accounting policies and practices), (ii) all material alternative accounting treatments within GAAP that have been discussed with management since the last annual report or update, including the ramifications of the use of the alternative treatments and the treatment preferred by the Auditors, (iii) other material written communications between the Auditors and the management of the Funds since the last annual report or update, and (iv) a description of all non-audit services provided, including fees associated with the services, to the Funds’ complex since the last annual report or update that were not subject to the pre-approval requirements as discussed above; |
(l) | to consider the effect upon the Funds of any changes in accounting principles or practices proposed by management or the Funds’ Auditors and to review any other matters, including legal or regulatory matters, the Funds’ compliance policies and any material reports or inquiries received from regulators or government agencies, that may have a material effect on the Funds’ financial statements; |
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(m) | to resolve any serious difficulties or disputes with management encountered during the course of the audit; |
(n) | to obtain and review a report from the independent accountants at least annually regarding (i) the independent accountants' internal quality-control procedures, (ii) any material issues raised by the most recent quality-control review, or peer review, of the firm, (iii) information relating to criminal, civil, or administrative actions or disciplinary proceedings pending against the firm or any associated person of the firm in connection with any audit report, as provided under section 102 of the Sarbanes-Oxley Act of 2002, (iv) any steps taken to deal with any such issues disclosed by (ii) and (iii) above, (v) all relationships between the independent accountants and the Funds or their affiliates, and (vi) any reports of the independent accountants mandated by Section 10A of the Securities Exchange Act of 1934, as amended, including any information with respect to illegal acts in accordance with Section 10A; |
(o) | to obtain and review from the independent accountants, at least annually, the inspection report of the independent accountants issued by the Public Company Accounting Oversight Board (“PCAOB”); |
(p) | to establish “whistleblower” procedures for (i) the receipt, retention and treatment of complaints received by the Funds regarding accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of the Funds or any of their advisers of concerns regarding questionable accounting or auditing matters. Such complaints and concerns shall be reported quarterly to the Committee, and the Funds and their advisers and contract providers shall notify all of their affected employees about the right to provide confidential and/or anonymous complaints or comments regarding questionable accounting matters; |
(q) | to review disclosures made by the Funds’ Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, regarding compliance with their certification obligations as required under the Sarbanes-Oxley Act of 2002 and the regulations and rules promulgated thereunder; |
(r) | to receive and review reports from the Funds’ Principal Executive Officer and Principal Financial Officer, or persons performing similar functions, regarding (i) any significant deficiencies and material weaknesses in the design or operation of Fund internal control over financial reporting which are reasonably likely to adversely affect the Funds’ ability to record, process, summarize and report financial information, (ii) any fraud, whether or not material, that involves Fund management or other employees who have a significant role in the Funds’ internal controls over financial reporting, and (iii) whether or not there were changes in the Funds’ internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Funds’ internal control over financial reporting; |
(s) | to discuss the funds’ press releases regarding earnings, and any financial information or earnings guidance provided to analysts or rating agencies. |
(t) | to review, in consultation as appropriate with management and the independent accountants: |
(i) | The adequacy of the internal controls and disclosure controls and procedures, including computerized information system controls over the daily net asset valuation process (including valuation of securities and fair valuation processes), |
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(ii) | The adequacy of internal controls at servicing agents employed on behalf of the Funds, including significant comments contained in servicing agents auditors’ reports on these controls, |
(iii) | Findings and recommendations of the independent accountants on internal controls maintained by both the Funds and their servicing agents, together with responses of management, including the status of previous recommendations; |
(u) | to investigate or initiate an investigation of reports of improprieties or suspected improprieties in connection with the Funds’ accounting or financial reporting; |
(v) | to report its activities to the full Board on a regular basis and to make such recommendations with respect to the above and other matters as the Committee may deem necessary or appropriate; and |
(w) | to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter. |
The Committee shall have the resources and authority appropriate to discharge its responsibilities, including appropriate funding, as determined by the Committee, for ordinary administrative expenses, payment of compensation to the Auditors for the purpose of conducting the audit and rendering their audit report, the authority to retain and compensate independent counsel and other experts or consultants as the Committee deems necessary, and the authority to obtain specialized training for Committee members, at the expense of the Funds, as appropriate.
The Committee may delegate any portion of its authority, including the authority to grant pre-approvals of audit and permitted non-audit services, to a subcommittee of one or more members. Any decisions of the subcommittee to grant pre-approvals shall be presented to the full Committee at its next regularly scheduled meeting.
Operations
(a) | The Committee shall meet on a regular basis and is empowered to hold special meetings as circumstances require. The chair or a majority of the members shall be authorized to call a meeting of the Committee and send notice thereof. |
(b) | The Committee shall ordinarily meet in person; however, members may attend telephonically, and entire meetings may be held by telephone conference, and the Committee may act by written consent, to the extent permitted by law and by the Funds’ bylaws. |
(c) | The Committee shall have the authority to meet privately and to admit non-members individually by invitation. |
(d) | The Committee shall meet at least annually, in separate executive sessions, with representatives of Fund management and the Funds’ Auditors. The Committee may also meet with internal legal counsel, any officer or employee of the Funds, and compliance personnel of the Funds’ investment advisers and with entities that provide significant accounting or administrative services to the Funds to discuss matters relating to the Funds’ accounting and compliance as well as other Fund-related matters. |
(e) | The Committee shall prepare and retain minutes of its meetings and appropriate documentation of decisions made outside of meetings by delegated authority and provide copies thereof to the Board within a reasonable period of time following each meeting. |
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(f) | A majority of the members of the Committee shall constitute a quorum for the transaction of business at any meeting of the Committee. The action of a majority of the members of the Committee present at a meeting at which a quorum is present shall be the action of the Committee. |
(g) | The Board shall adopt and approve this Charter and may amend it by motion. The Committee shall review this Charter at least annually and recommend to the full Board any changes the Committee deems appropriate. |
(h) | The Audit Committee shall perform a review and evaluation, at least annually, of the performance of the Audit Committee and its members, including a review of the compliance of the Audit Committee with this Charter. |
(i) | No Member of the Audit Committee may accept any consulting, advisory or other compensation from the Funds except compensation for service as a member of the Board or a committee of the Board, or be an affiliate of the Funds, their advisers or any of their subsidiaries or affiliates. |
(j) | If an Audit Committee member serves on the audit committee of more than three public companies, the member shall continue to serve on the Audit Committee only if the Board determines that such simultaneous service would not impair the ability of the member to effectively serve on the Audit Committee. (Service on multiple audit committees in the same fund complex will be counted as one audit committee.) |
(k) | The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Audit Committee as it deems necessary to carry out its duties. |
Adopted: 9/20/2016
Last Amended: 9/24/2019
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS GLOBAL MULTI-SECTOR INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 21, 2020 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints W. Patrick Bradley, Francis Waltman and Jennifer Fromm, and, each of them, with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually on the internet, and at any and all adjournments thereof (the Meeting), to vote all shares of Virtus Global Multi-Sector Income Fund, which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. Please refer to the proxy statement for information regarding attendance at the virtual 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. This proxy is solicited on behalf of the Board of Trustees of Virtus Global Multi-Sector Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted FOR the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Meeting and Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ? VGI_31234_040620 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE.
EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held on May 21, 2020 The Proxy Statement is available at: https://www.proxy-direct.com/vir-31234 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote FOR the following nominees in proposals 1a, 1b, 1c, and 1d. 1a. Election of Trustee (Class II): FOR WITHHOLD 01. Donald C. Burke 1b. Election of Trustee (Class II): FOR WITHHOLD 01. Sidney E. Harris ? 1c. Election of Trustee (Class II): FOR WITHHOLD 01. John R. Mallin 1d. Election of Trustee (Class II): FOR WITHHOLD 01. James M. Oates 2. Transact such other business as may properly come before the Meeting, or any adjournments, postponements or delays 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 VGI 31234 M xxxxxxxx