1. |
A. |
To approve a new investment advisory agreement between the Fund and Virtus Investment Advisers, Inc. (“VIA”). |
| |
IMPORTANT:
|
| |
| |
Shareholders are cordially invited to attend the First Special Meeting. 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 First Special 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 Internet, please visit the secured website provided on the proxy card and following the instructions. 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 First Special Meeting and elect to vote in person.
|
| |
| |
IMPORTANT:
|
| |
| |
Shareholders are cordially invited to attend the Second Special Meeting. 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 Second Special 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 Internet, please visit the secured website provided on the proxy card and following the instructions. 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 Second Special Meeting and elect to vote in person.
|
| |
Class I Independent Directors
|
| |||||||||||||||
Name, Year of Birth and Address1 |
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s)
During Past Five Years |
| |
Number of
Portfolios in Fund Complex Overseen by Director2 |
| |
Other Directorships/ Trusteeships Held
During Past Five Years |
|
William R. Moyer Year of Birth: 1944 |
| | Nominee | | | Term: Nominee to serve until 2017; Served since: N/A |
| | Financial and Operations Principal (2006 to present), Newcastle Distributors LLC (broker dealer); Partner (2006 to 2012), CrossPond Partners, LLC (investment management consultant); Partner (2008 to 2010), Seacap Partners, LLC ( strategic advisory firm); and former Chief Financial Officer, Phoenix Investment Partners | | |
3
|
| | None | |
R. Keith Walton Year of Birth: 1964 |
| | Director and Member of Audit and Nominating Committees | | | Term: Until 2017; Served since: 2004 |
| | Vice President, Strategy, Arizona State University (2013-Present); Vice President, Global Government & Affairs, Alcoa (2011-2013); Senior Managing Director, BSE Management LLC (2010); Principal and Chief Administrative Officer, Global Infrastructure Partners (2007-2009) | | |
5
|
| | Director, Blue Crest Capital Management, LLC Funds (since 2006) | |
Brian T. Zino Year of Birth: 1952 |
| | Director, Chairman of Audit Committee and Member of Nominating Committee | | | Term: Until 2017: Served since: 2014 |
| | Various roles at J. & W Seligman Co. Incorporated (1982-2008), including President (1994-2008) | | |
4
|
| | Trustee (since 2011), Bentley University; Director (1998-2009), ICI Mutual Insurance Company | |
Class II Independent Directors
|
| |||||||||||||||
Name, Year of Birth and Address1 |
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s)
During Past Five Years |
| |
Number of
Portfolios in Fund Complex Overseen by Director2 |
| |
Other Directorships/ Trusteeships Held
During Past Five Years |
|
James M. Oates Year of Birth: 1946 |
| | Director, Chairman of the Nominating Committee | | | Term: Until 2018: Served since: 2016 |
| | Managing Director (since 1994), Wydown Group (consulting firm) | | |
70
|
| | Director (since 1996), Stifel Financial; Chairman and Director (1999 to 2014), Connecticut River Bank; Director (2002-2014), New Hampshire Trust Company; Chairman and Trustee (since 2005), John Hancock Fund Complex (228 portfolios); Non-Executive Chairman (2000–2014), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services) | |
Class II Independent Directors
|
| |||||||||||||||
Name, Year of Birth and Address1 |
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s)
During Past Five Years |
| |
Number of
Portfolios in Fund Complex Overseen by Director2 |
| |
Other Directorships/ Trusteeships Held
During Past Five Years |
|
James B. Rogers, Jr. Year of Birth: 1942 |
| | Director and Member of Audit and Nominating Committees | | | Term: Until 2018; Served since: 1988 |
| | Private investor (since 1980) | | |
5
|
| | Director, First China Financial Network Holdings Limited (since 2014); Director, Phos Agro (since 2014); Director Spanish Mountain Gold Limited (since 2014) Director, Geo Energy Resources, Limited (since 2012); Chairman, Beeland Interests (Media and Investments) (since 1980) | |
Class III Directors
|
| |||||||||||||||
Name, Year of Birth and Address1 |
| |
Position(s)
Held with Fund |
| |
Term of Office
and Length of Time Served |
| |
Principal Occupation(s)
During Past Five Years |
| |
Number of
Portfolios in Fund Complex Overseen by Director2 |
| |
Other Directorships/ Trusteeships Held
During Past Five Years |
|
George R. Aylward* Year of Birth: 1964 |
| | Director, Chairman, President and Chief Executive Officer | | | Term: Until 2019; Served since: 2006 |
| | 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) | | |
70
|
| | Trustee, Various Virtus-affiliated Mutual and Closed-End Funds | |
Philip R. McLoughlin Year of Birth: 1946 | | | Lead Independent Director, Member of Nominating Committee | | | Term: Until 2019; Served since: 2016 |
| | Partner (2006 to 2010), Cross Pond Partners, LLC (investment management consultant); and Partner (2008 to 2010), SeaCap Partners, LLC (strategic advisory firm) | | |
74
|
| | Director (since 1991) and Chairman (since 2010), World Trust Fund (closed-end investment firm in Luxembourg)) | |
Name of Independent Director |
| |
Aggregate
Compensation from the Fund |
| |
Pension or Retirement
Benefits Accrued as Part of Fund Expenses |
| |
Estimated Annual
Benefits Upon Retirement |
| |
Total Compensation
from the Fund and Fund Complex1 |
| ||||||||||||
Philip R. McLoughlin | | |
$02
|
| | | | N/A | | | | | | N/A | | | | | $ | 755,283 | | | |||
James M. Oates | | |
$02
|
| | | | N/A | | | | | | N/A | | | | | $ | 405,283 | | | |||
James B. Rogers | | | | $ | 43,000 | | | | | | N/A | | | | | | N/A | | | |
$86,000
|
| |||
R. Keith Walton | | | | $ | 58,000 | | | | | | N/A | | | | | | N/A | | | | | $ | 116,000 | | |
Brian T. Zino | | | | $ | 48,000 | | | | | | N/A | | | | | | N/A | | | |
$96,000
|
|
Name, Year of Birth and Address1 |
| |
Position held with the
Fund and Length of Time Served2 |
| |
Principal Occupation(s) During Past 5 Years
|
|
Nancy J. Engberg Year of Birth: 1956 |
| | Chief Compliance Officer since 2012 | | | Vice President (since 2008) and Chief Compliance Officer (2008 to 2011 and since 2016), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions with Virtus affiliates (since 2003); Vice President and Chief Compliance Officer (since 2011), Virtus Mutual Fund Complex; Vice President (since 2010), Chief Compliance Officer (since 2011) of various Virtus-affiliated funds. | |
William Renahan, Esq. Year of Birth: 1969 |
| | Vice President, Chief Legal Officer and Secretary since 2012 | | | Vice President, Chief Legal Officer, and Secretary of various Virtus-affiliated closed-end funds (since 2012); and a Managing Director, Legg Mason, Inc. and predecessor firms (1999-2012). | |
W. Patrick Bradley Year of Birth: 1972 |
| | Vice President, Treasurer and Chief Financial Officer since 2010 | | | 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; various officer positions (since 2006) with Virtus affiliates; Chief Financial Officer and Treasurer (since 2004) of various Virtus-affiliated funds. | |
Name of Director/Nominee
|
| |
Dollar Range of
Equity Securities in the Fund |
| |
Aggregate Dollar Range of
Equity Securities in All Funds Overseen by Directors in Family of Registered Investment Companies1 |
|
Nominee | | | | ||||
William R. Moyer | | |
$0
|
| |
Over $100,000
|
|
Independent Directors | | | | ||||
Philip R. McLoughlin | | |
$0
|
| |
Over $100,000
|
|
James M. Oates | | |
$0
|
| |
Over $100,000
|
|
James B. Rogers | | |
$10,001-$50,000
|
| |
$50,001-$100,000
|
|
R. Keith Walton | | |
$10,001-$50,000
|
| |
$50,001-$100,000
|
|
Brian T. Zino | | |
$50,001-$100,000
|
| |
$50,001-$100,000
|
|
Interested Director | | | | ||||
George R. Aylward | | |
$10,001-$50,000
|
| |
Over $100,000
|
|
|
Fiscal Year
|
| |
Audit Fees
|
| |
Audit-Related Fees*
|
| |
Tax Fees**
|
| |
All Other Fees
|
| ||||||||||||
|
2014
|
| | | $ | 36,400 | | | | | $ | 1,742 | | | | | $ | 8,150 | | | | | $ | 0 | | |
|
2015
|
| | | $ | 28,800 | | | | | $ | 1,715 | | | | | $ | 7,900 | | | | | $ | 0 | | |
|
Title of Class
|
| |
Name and Address of
Beneficial Ownership |
| |
Amount of and Nature of
Beneficial Ownership |
| |
Percent of Class
|
|
| Common Stock | | | Karpus Management, Inc. d/b/a/ Karpus Investment Management 183 Sully’s Trail Pittsford, New York 14534 |
| | 1,554,058 | | | 5.65% | |
| | | |
Very truly yours,
|
| | | |
| | | |
/s/ William Renahan
William Renahan
Secretary Virtus Global Dividend & Income Fund Inc. |
| |
| | | | The zweig total return fund, inc. | | ||||||
| | | | By: | | | | | |||
| | | | | | | Name: | | | George R. Aylward | |
| | | | | | | Title: | | | President | |
| | | | VIRTUS INVESTMENT ADVISERS, INC. | | ||||||
| | | | By: | | | | | |||
| | | | | | | Name: | | | Francis G. Waltman | |
| | | | | | | Title: | | | Executive Vice President | |
| | | | The zweig total return fund, inc. | | ||||||
| | | | By: | | | | | |||
| | | | | | | Name: | | | George R. Aylward | |
| | | | | | | Title: | | | President | |
| | | | VIRTUS INVESTMENT ADVISERS, INC. | | ||||||
| | | | By: | | | | | |||
| | | | | | | Name: | | | Francis G. Waltman | |
| | | | | | | Title: | | | Executive Vice President | |
| By: | | | | | | | | |||
| | | | Name: | | | Jeannine Vanian | | | ||
| | | | Title: | | | Chief Operating Officer | | |
| SCHEDULES: | | |
A.
|
| | Operational Procedures | |
| | | |
B.
|
| | Record Keeping Requirements | |
| | | |
C.
|
| | Fee Schedule | |
| | | |
D.
|
| | Subadviser Functions | |
| | | |
E.
|
| | Form of Sub-Certification | |
| | | |
F.
|
| | Allocated Portion of the Fund | |
| | | | | |
| Kayne Anderson Rudnick | | | Date | |
| Investment Management, LLC | | |
| | | | The zweig total return fund, inc. | | ||||||
| | | | By: | | | | | |||
| | | | | | | Name: | | | George R. Aylward | |
| | | | | | | Title: | | | President | |
| | | | VIRTUS INVESTMENT ADVISERS, INC. | | ||||||
| | | | By: | | | | | |||
| | | | | | | Name: | | | Francis G. Waltman | |
| | | | | | | Title: | | | Executive Vice President | |
| By: | | | | | | | | |||
| | | | Name: | | | Michael Sollicito | | | ||
| | | | Title: | | | Chief Operating Officer | | |
| SCHEDULES: | | |
A.
|
| | Operational Procedures | |
| | | |
B.
|
| | Record Keeping Requirements | |
| | | |
C.
|
| | Fee Schedule | |
| | | |
D.
|
| | Subadviser Functions | |
| | | |
E.
|
| | Form of Sub-Certification | |
| | | |
F.
|
| | Allocated Portion of the Fund | |
| | | | | |
| Newfleet Asset Management, LLC | | | Date | |