Virtus Global Dividend & Income Fund : April 20, 2026 - Virtus Closed-End Funds Joint Annual Meeting of Shareholders Proxy Statement
ZTR
Published on 04/20/2026 at 04:45 pm EDT
Notice is hereby given to the shareholders of Virtus Artificial Intelligence & Technology Opportunities Fund ("AIO"), Virtus Convertible & Income Fund ("NCV"), Virtus Convertible & Income Fund II ("NCZ"), Virtus Diversified Income & Convertible Fund ("ACV"), Virtus Dividend, Interest & Premium Strategy Fund ("NFJ") and Virtus Equity & Convertible Income Fund ("NIE"), each a Massachusetts business trust, Virtus Global Multi-Sector Income Fund ("VGI"), a Delaware statutory trust, Virtus Stone Harbor Emerging Markets Income Fund ("EDF"), a Massachusetts business trust, and Virtus Total Return Fund Inc. ("ZTR"), a Maryland corporation* (each of AIO, NCV, NCZ, ACV, NFJ, NIE, VGI, EDF and ZTR, a "Fund" and collectively, the "Funds"), that the Joint Annual Meeting of Shareholders of the Funds (the "Annual Meeting") will be held on June 1, 2026 at 3:30 p.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only and will be conducted exclusively by webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: https://www.meetnow.global/MN6WL79 on June 1, 2026 at 3:30 p.m. Eastern Time and entering the control number found in the shaded box of your proxy card. You will not be able to attend the meeting physically. The Annual Meeting is being held for the following purposes:
* The members of ZTR's Board are directors, as that Fund is organized as a corporation; however, when referencing Board members generally throughout these proxy materials, we will refer to them as "trustees" unless the context is specific to ZTR.
To elect trustees of AIO, as follows:
Elect Donald C. Burke as a Class I trustee of AIO, by the AIO shareholders ("Proposal 1a");
Elect R. Keith Walton as a Class I trustee of AIO, by the AIO shareholders ("Proposal 1b");
Elect Brian T. Zino as a Class I trustee of AIO, by the AIO shareholders ("Proposal 1c");
To elect trustees of NCV, as follows:
Elect George R. Aylward as a Class II trustee of NCV, by the NCV shareholders ("Proposal 2a");
Elect Sarah E. Cogan as a Class II trustee of NCV, by the NCV shareholders ("Proposal 2b");
Elect R. Keith Walton as a Class III trustee of NCV, by the NCV shareholders ("Proposal 2c");
To elect trustees of NCZ, as follows:
Elect George R. Aylward as a Class II trustee of NCZ, by the NCZ shareholders ("Proposal 3a");
Elect R. Keith Walton as a Class II trustee of NCZ, by the NCZ shareholders ("Proposal 3b");
To elect trustees of ACV, as follows:
Elect F. Ford Drummond as a Class I trustee of ACV, by the ACV shareholders ("Proposal 4a");
Elect George R. Aylward as a Class II trustee of ACV, by the ACV shareholders ("Proposal 4b");
Elect R. Keith Walton as a Class II trustee of ACV, by the ACV shareholders ("Proposal 4c");
To elect trustees of NFJ, as follows:
Elect F. Ford Drummond as a Class I trustee of NFJ, by the NFJ shareholders ("Proposal 5a");
Elect Sarah E. Cogan as a Class III trustee of NFJ, by the NFJ shareholders ("Proposal 5b");
Elect R. Keith Walton as a Class III trustee of NFJ, by the NFJ shareholders ("Proposal 5c");
To elect trustees of NIE, as follows:
Elect F. Ford Drummond as a Class I trustee of NIE, by the NIE shareholders ("Proposal 6a");
Elect R. Keith Walton as a Class I trustee of NIE, by the NIE shareholders ("Proposal 6b");
Elect Brian T. Zino as a Class I trustee of NIE, by the NIE shareholders ("Proposal 6c");
To elect trustees of VGI, as follows:
Elect Donald C. Burke as a Class II trustee of VGI, by the VGI shareholders ("Proposal 7a");
Elect Sarah E. Cogan as a Class II trustee of VGI, by the VGI shareholders ("Proposal 7b");
To elect trustees of EDF, as follows:
Elect F. Ford Drummond as a Class III trustee of EDF, by the EDF shareholders ("Proposal 8a");
Elect Connie D. McDaniel as a Class III trustee of EDF, by the EDF shareholders ("Proposal 8b");
To elect directors of ZTR, as follows:
Elect Connie D. McDaniel as a Class III director of ZTR, by the ZTR shareholders ("Proposal 9a");
Elect R. Keith Walton as a Class III director of ZTR, by the ZTR shareholders ("Proposal 9b");
Elect Brian T. Zino as a Class III director of ZTR, by the ZTR shareholders ("Proposal 9c");
To ratify the selection of PricewaterhouseCoopers LLP ("PwC") as each Fund's independent registered public accounting firm for its current fiscal year by the respective Fund's shareholders; and
To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof, by the AIO, NCV, NCZ, ACV, NFJ, NIE, VGI, EDF and/or ZTR shareholders.
The Board has fixed the close of business on March 31, 2026, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. We urge you to mark, sign, date, and mail the enclosed proxy or proxies in the postage-paid envelope provided, or vote via the Internet, so you will be represented at the Annual Meeting.
By order of the Board,
Kathryn L. Santoro Secretary
Virtus Artificial Intelligence & Technology Opportunities Fund Virtus Convertible & Income Fund
Virtus Convertible & Income Fund II
Virtus Diversified Income & Convertible Fund Virtus Dividend, Interest & Premium Strategy Fund Virtus Equity & Convertible Income Fund
Virtus Global Multi-Sector Income Fund
Virtus Stone Harbor Emerging Markets Income Fund Virtus Total Return Fund Inc.
April 20, 2026
Disclaimer
Virtus Total Return Fund Inc. published this content on April 20, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 20, 2026 at 20:44 UTC.