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IMPORTANT:
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Shareholders are cordially invited to attend the Annual Meeting. 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. 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 if you attend the Annual Meeting and elect to vote in person.
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Proposal
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| | Fund and Classes of Shareholders Entitled to Vote |
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1a | | | Elect James B. Rogers, Jr. as a Class I trustee of VGI | | | VGI common stock | |
1b | | | Elect R. Keith Walton as a Class I trustee of VGI | | | VGI common stock | |
1c | | | Elect Brian T. Zino as a Class I trustee of VGI | | | VGI common stock | |
1d | | | Elect James B. Rogers, Jr. as a Class I director of DSE | | | DSE common and preferred stock, voting together as a single class | |
1e | | | Elect R. Keith Walton as a Class I director of DSE | | | DSE common and preferred stock, voting together as a single class | |
1f | | | Elect Brian T. Zino as a Class I director of DSE | | | DSE preferred stock | |
1g | | | Elect George R. Aylward as a Class II director of ZF | | | ZF common stock | |
1h | | | Elect Philip R. McLoughlin as a Class II director of ZF | | | ZF common stock | |
1i | | | Elect William R. Moyer as a Class II director of ZF | | | ZF common stock | |
1j | | | Elect George R. Aylward as a Class II director of ZTR | | | ZTR common stock | |
1k | | | Elect Philip R. McLoughlin as a Class II director of ZTR | | | ZTR common stock | |
1l | | | Elect William R. Moyer as a Class II director of ZTR | | | ZTR common stock | |
Name, Year of Birth and Address(1)
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Position(s)
Held with the Funds |
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Term of Office
and Length of Time Served(2) |
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Principal Occupation(s)
During Past Five Years |
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Number of
Portfolios in Funds Complex Overseen by Director(3) |
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Other Directorships/
Trusteeships Held During Past Five Years |
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Independent Directors | | |||||||||||||||
Philip R. McLoughlin Year of Birth: 1946 |
| | Director and Chairman | | |
Class II Director of ZF and ZTR since 2016, nominee for terms expiring at the 2022 Annual Meeting
Class III Director of DSE since 2014 and VGI since 2011, terms expire at the 2021 Annual Meeting
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| | Private investor (since 2010) | | |
77
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| | Director (since 1991) and Chairman (since 2010), Lazard World Trust Fund (closed-end investment firm in Luxembourg); Director (since 1996), closed-end funds managed by Duff & Phelps Investment Management Co. (4 portfolios); Chairman (since 2002) and Trustee (since 1989), Virtus Mutual Fund Family (57 portfolios); Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (8 portfolios); and Chairman and Trustee (since 2013), Virtus Alternative Solutions Trust (4 portfolios) | |
William R. Moyer Year of Birth: 1944 | | | Director | | |
Class II Director of ZF since 2017 and ZTR since 2016, nominee for terms expiring at the 2022 Annual Meeting
Class II Director of DSE since 2014 and VGI since 2011, terms expire at the 2020 Annual Meeting
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| | Private investor (since 2004); Financial and operations principal (2006 – 2017), Newcastle Distributors LLC (broker dealer) | | |
4
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| | Trustee (2013 – 2016), Virtus Alternative Solutions Trust (4 portfolios) | |
Name, Year of Birth and Address(1)
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Position(s)
Held with the Funds |
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Term of Office
and Length of Time Served(2) |
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Principal Occupation(s)
During Past Five Years |
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Number of
Portfolios in Funds Complex Overseen by Director(3) |
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Other Directorships/
Trusteeships Held During Past Five Years |
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Independent Directors | | |||||||||||||||
James M. Oates Year of Birth: 1946 |
| | Director | | |
Class I Director of ZF and ZTR since 2016, terms expire at the 2021 Annual Meeting
Class II Director of DSE (elected solely by shareholders of Preferred Shares voting as a single class) since 2014 and of VGI since 2013, terms expire at the 2020 Annual Meeting
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| | Managing Director (since 1994), Wydown Group (consulting firm) | | |
73
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| | Trustee (since 1987), Virtus Mutual Fund Family (57 portfolios); Director (since 1996), Stifel Financial; Chairman and Director (1999 to 2014), Connecticut River Bank; Director (2002 – 2014), New Hampshire Trust Company; Trustee (since 2005) and Chairman (2005 – 2016), John Hancock Fund Complex (227 portfolios); Chairman (2000 – 2016), Emerson Investment Management, Inc.; Non-Executive Chairman (2000 − 2014), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services); Trustee (since 2013), Virtus Alternative Solutions Trust (4 portfolios); and Trustee (since 2016), Virtus Variable Insurance Trust (8 portfolios) | |
James B. Rogers, Jr. Year of Birth: 1942 | | | Director | | |
Class I Director of ZF since 1986 and ZTR since 1988, terms expire at the 2021 Annual Meeting
Class I Director DSE and VGI since 2016, nominee for terms expiring at the 2022 Annual Meeting
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| | Private investor (since 1980) |
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4
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| | Director (since 2018), Quantum Digital Asset Management Pte Ltd.; Director (since 2018), Sirius International Insurance Group Ltd.; Director (since 2018), Ananti Inc.; Director (2018 – 2019), Ocean Capital Advisors LLC Director (since 2017), JSC AgroGard-Finance; Director (2016 – 2018), Crusader Resources Limited; Director (since 2014), Sinofortune Financial Holdings Limited; Director (since 2014), PJSC Phos Agro; Director (since 2012), Spanish Mountain Gold Limited; Director (since 2012), Geo Energy Resources Limited; Director (since 2009), 2009 Holdings Pte Ltd.; Chairman (since 2007), Beeland Enterprises Inc.; Director (since 2007), Beeland Holdings Pte Ltd.; and Chairman (since 1990), Beeland Interests (Media and Investments) | |
Name, Year of Birth and Address(1)
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Position(s)
Held with the Funds |
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Term of Office
and Length of Time Served(2) |
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Principal Occupation(s)
During Past Five Years |
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Number of
Portfolios in Funds Complex Overseen by Director(3) |
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Other Directorships/
Trusteeships Held During Past Five Years |
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R. Keith Walton Year of Birth: 1964 |
| | Director | | |
Class III Director of ZF and ZTR since 2004, terms expire at the 2020 Annual Meeting
Class I Director DSE and VGI since 2016, nominee for terms expiring at the 2022 Annual Meeting
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| | Senior Adviser (since 2018), Vatic Labs, LLC and Plexo, LLC; Executive Vice President, Strategy (2017 – 2019), Zero Mass Water, LLC; Partner/Chief Administrative Officer (since 2006), Global Infrastructure; Vice President, Strategy (2013 − 2017), Arizona State University ; Vice President − Global Government Affairs (2010 − 2013), Alcoa | | |
4
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| | Director (since 2017), certain funds advised by Bessemer Investment Management LLC; Director (2006 – 2019), Systematica Investments Limited Funds; Director (2006 – 2017), BlueCrest Capital Management Limited Funds; Trustee (2014 – 2017), AZ Service | |
Brian T. Zino Year of Birth: 1952 |
| | Director | | |
Class III Director of ZF and ZTR since 2014, terms expire at the 2020 Annual Meeting
Class I Director of DSE (elected solely by shareholders of Preferred Shares voting as a single class) and VGI since 2016, nominee for terms expiring at the 2022 Annual Meeting
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| | Various roles at J. & W. Seligman & Co. Incorporated (1982 − 2008) including President (1994 − 2008) | | |
4
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| | Trustee (since 2011), Bentley University | |
Interested Director | | |||||||||||||||
George R. Aylward* Year of Birth: 1964 |
| | Director, President and Chief Executive Officer | | |
Class II Director of ZF and ZTR since 2006, nominee for terms expiring at the 2022 Annual Meeting
Class III Director of DSE since 2014 and VGI since 2011, terms expire at 2021 Annual Meeting
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| | 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) | | |
74
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| | Trustee (since 2006), Virtus Mutual Fund Family (57 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (8 portfolios); Director (since 2013), Virtus Global Funds, PLC (2 portfolios); Trustee (since 2013), Virtus Alternative Solutions Trust (4 portfolios); and Chairman and Trustee (since 2015), Virtus ETF Trust II (1 portfolio) | |
Advisory Board Member(4)
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Advisory Member | | |||||||||||||||
William H. Wright II Year of Birth: 1960 | | | Advisory Member | | | Advisory Member since 2016, term expires in 2019 | | | Retired | | |
4
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| | Director (since 2018), Alcintra Capital Corporation; Managing Director, Investment Banking (1982 – 2010), Morgan Stanley | |
Name, Year of Birth and Address1 |
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Position held with the
Funds and Length of Time Served2 |
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Principal Occupation(s) During Past 5 Years
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Francis G. Waltman YOB: 1962 |
| | Executive Vice President (since 2013), Senior Vice President (2011 – 2013, VGI); Executive Vice President (since 2014, DSE) | | | Executive Vice President, Product Development (since 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2006); Executive Vice President (since 2013), Senior Vice President (2008 – 2013) of various Virtus-affiliated funds. | |
Nancy J. Engberg YOB: 1956 |
| | Senior Vice President and Chief Compliance Officer (since 2017, all Funds); Vice President and Chief Compliance Officer (since 2011, VGI; since 2012, ZF and ZTR; and since 2014, DSE) | | | Vice President (since 2008) and Chief Compliance Officer (2008 – 2011 and since 2016), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions with Virtus affiliates (since 2008); Vice President (since 2010), Chief Compliance Officer (since 2011) of various Virtus-affiliated funds. | |
W. Patrick Bradley YOB: 1972 |
| | Executive Vice President (since 2016, all Funds); CFO and Treasurer (since 2010, ZF and ZTR; since 2011, VGI; since 2014, DSE); Senior Vice President (2013 – 2016, VGI, ZF and ZTR; 2014 – 2016, DSE); Vice President (2011 – 2013, VGI; 2012 – 2013, ZF and ZTR) | | | Executive Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 – 2016), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006) with Virtus affiliates; Executive Vice President (since 2016), Senior Vice President (2013 – 2016), Chief Financial Officer and Treasurer (since 2006) of various Virtus-affiliated funds. | |
William Renahan YOB: 1969 |
| | Vice President, Chief Legal Officer, and Secretary (since 2012, all Funds) | | | Senior Managing Director and Chief Compliance Officer, Duff & Phelps Investment Management Co. (since 2019); Vice President, Chief Legal Officer, and Secretary of various Virtus-affiliated closed-end funds (since 2012); Assistant Secretary (since 2013), Virtus Alternative Solutions Trust; and a Managing Director, Legg Mason, Inc. and predecessor firms (1999 – 2012). | |
Short, Julia R. YOB: 1972 |
| | Senior Vice President (since 2017, all Funds) | | | Senior Vice President, Product Development (since 2017), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President (since 2017), Virtus Mutual Fund Family; and Managing Director, Product Manager (2004 – 2017), RidgeWorth Investments. | |
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Dollar Range of Equity Securities Owned in
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Aggregate Dollar
Range of Equity Securities in All Funds Overseen by Directors in Family of Registered Investment Companies* |
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Name of Director
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DSE
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ZTR
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VGI
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ZF
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Independent Directors
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Philip R. McLoughlin | | |
$1-$10,000
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$0
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$10,001-$50,000
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$10,001-$50,000
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Over $100,000
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William R. Moyer | | |
$10,001-$50,000
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$10,001-$50,000
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$10,001-$50,000
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$10,001-$50,000
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$50,001-$100,000
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James M. Oates | | |
$50,001-$100,000
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$10,001-$50,000
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$0
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$0
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Over $100,000
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James B. Rogers, Jr. | | |
$1-$10,000
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$10,001-$50,000
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$10,001-$50,000
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$10,001-$50,000
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$50,001-$100,000
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R. Keith Walton | | |
$0
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$10,001-$50,000
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$0
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$10,001-$50,000
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$50,001-$100,000
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Brian T. Zino | | |
$10,001-$50,000
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$10,001-$50,000
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$10,001-$50,000
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$10,001-$50,000
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$50,001-$100,000
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Interested Director | | | | | | | ||||||||||
George R. Aylward | | |
$1-$10,000
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$10,001-$50,000
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$50,001-$100,000
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Over $100,000
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Over $100,000
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Name of Director
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Aggregate
Compensation from the Funds |
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Pension or Retirement
Benefits Accrued as Part of Funds Expenses |
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Estimated Annual
Benefits Upon Retirement |
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Total Compensation
from the Funds and Fund Complex1 |
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Philip R. McLoughlin | | | | $ | 162,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 736,500 | | |
William R. Moyer | | | | $ | 132,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 132,500 | | |
James M. Oates | | | | $ | 137,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 437,500 | | |
James B. Rogers, Jr. | | | | $ | 137,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 137,500 | | |
R. Keith Walton | | | | $ | 162,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 162,500 | | |
Brian T. Zino | | | | $ | 144,500 | | | | | | N/A | | | | | | N/A | | | | | $ | 144,500 | | |
Advisory Member | | | | | | ||||||||||||||||||||
William H. Wright II | | | | $ | 76,000 | | | | | | N/A | | | | | | N/A | | | | | $ | 76,000 | | |
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DSE
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VGI
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Fiscal year
ended November 30, 2018 |
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Fiscal year
ended November 30, 2017 |
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Fiscal year
ended November 30, 2018 |
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Fiscal year
ended November 30, 2017 |
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Audit Fees | | | | $ | 34,760 | | | | | $ | 43,777 | | | | | $ | 24,380 | | | | | $ | 29,922 | | |
Audit-Related Fees* | | | | $ | 3,781 | | | | | $ | 2,411 | | | | | $ | 3,781 | | | | | $ | 2,411 | | |
Tax Fees** | | | | $ | 99,339 | | | | | $ | 89,766 | | | | | $ | 3,239 | | | | | $ | 3,200 | | |
Aggregate Non-Audit Fees*** | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
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ZF
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ZTR
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Fiscal year
ended November 30, 2018 |
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Fiscal year
ended November 30, 2017 |
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Fiscal year
ended November 30, 2018 |
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Fiscal year
ended December 31, 2017 |
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Audit Fees | | | | $ | 24,380 | | | | | $ | 25,942 | | | | | $ | 24,380 | | | | | $ | 31,220 | | |
Audit-Related Fees* | | | | $ | 3,781 | | | | | $ | 6,387 | | | | | $ | 2,486 | | | | | $ | 1,081 | | |
Tax Fees** | | | | $ | 9,439 | | | | | $ | 3,200 | | | | | $ | 9,439 | | | | | $ | 0 | | |
Aggregate Non-Audit Fees*** | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 0 | | |
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Title of Class
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Name and Address of
Beneficial Ownership |
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No. of
Shares |
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Percent
of Class |
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| Preferred Shares of DSE | | | Massachusetts Mutual Life Insurance Company C/O Barings LLC 1500 Main Street - Suite 2200 PO Box 15189 Springfield, MA 01115-5189 |
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880,000
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62.86%
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Title of Class
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Name and Address of
Beneficial Ownership |
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No. of
Shares |
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Percent
of Class |
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| Preferred Shares of DSE | | | The Guardian Life Insurance Company of America Attn: Timothy Powell Investment Department 9-A 7 Hanover Square New York, NY 10004-2616 |
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520,000
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37.14%
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| Common Shares of DSE | | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 |
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2,695,369
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10.28%
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Very truly yours,
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/s/ William Renahan
WILLIAM RENAHAN
Secretary 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. |
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