responsibilities of a Trustee, (ii) personal and professional background, (iii) educational background, (iv) financial expertise, (v) ability, judgment, attributes and expertise; and (vi) familiarity with the Funds or its service providers. In respect of each Trustee and Trustee Nominee, the individual
’
s professional accomplishments and prior experience,
including, in some cases, in fields related to the operations of the Funds, were a significant factor in the determination that the individual should serve as a Trustee of the Funds.
Following is a summary of various qualifications, experiences and skills of each Trustee and Trustee Nominee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Board
’
s
conclusion that an individual should serve on the Board. References to the qualifications, attributes and skills of Trustee and Trustee Nominee do not constitute the holding out of any Trustee or Trustee Nominee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.
George R. Aylward.
In addition to his positions with the Funds, Mr. Aylward is a Director and the President and
Chief Executive Officer of Virtus, the ultimate parent company of the Adviser. He also holds various executive positions
with the Adviser, and previously held such positions with the former parent company of Virtus. He therefore has
experience in all aspects of the development and management of registered investment companies, and the handling of
various financial, staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an
MBA, and he also serves as an officer and director of other closed-end funds managed by the Adviser and its affiliates.
Thomas F. Mann.
Mr. Mann has over 30 years of experience in various senior management positions at large
global finance institutions and small entrepreneurial environments. He is also a trustee of an unaffiliated group of
open-end funds.
Philip R. McLoughlin.
Mr. McLoughlin has extensive knowledge regarding asset management and the financial
services industry, having served for a number of years in various executive and director positions of the company that is
now Virtus and its affiliates, culminating in his role as Chairman and Chief Executive Officer. He also served as legal
counsel and Chief Compliance Officer to the investment companies associated with those companies at the time, giving
him an understanding of the legal and compliance issues applicable to mutual funds. Mr. McLoughlin also has worked
with U.S. and foreign companies in the insurance and reinsurance industry. He is also a director of other closed-end
funds managed by the Adviser and its affiliates.
William R. Moyer.
Mr. Moyer has substantial experience in the asset management and accounting industries. He
currently serves as a partner at an investment management consulting firm. Previously, he served for a number of years
as Executive Vice President and Chief Financial Officer of the company that is now Virtus and its affiliates. Mr. Moyer
also is a certified public accountant and has an extensive background in accounting matters relating to investment
companies.
James M. Oates.
Mr. Oates was instrumental in the founding of a private global finance, portfolio management
and administration company, and he has also served in executive and director roles for various types of financial
services companies. As a senior officer and director of investment management companies, Mr. Oates has experience
in investment management. He also previously served as chief executive officer of two banks, and holds an MBA. Mr.
Oates also has experience as a director of other publicly traded companies and has served for a number of years as the
Chairman of the Board of a large family of mutual funds unaffiliated with the Funds.
Required Vote
The election of the Trustee Nominee to each Board requires a plurality of the votes cast by the shareholders of that Fund at the Annual Meeting, provided a quorum is present.
THE FUNDS
’
BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE
“
FOR
”
THE ELECTION OF EACH TRUSTEE NOMINEE IN PROPOSAL 1
AND
PROPOSAL 2.
Unmarked proxies will be voted in accordance with the Board
’
s recommendation.
ADDITIONAL INFORMATION ABOUT
TRUSTEES AND OFFICERS
Leadership Structure of the Board of Trustees
The primary responsibility of the Board is to represent the interests of the Funds and to provide oversight of the management of the Funds. The Funds
’
day-to-day operations are managed by the Adviser, the Subadvisers, and other
service providers who have been approved by the Board. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.