DUFF & PHELPS INVESTMENT MANAGEMENT CO

Duff & Phelps is an investment adviser headquartered in Chicago, Illinois. We are a wholly owned subsidiary of Virtus Partners, Inc., an indirect wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”) a publicly traded company (NYSE: VRTS, http://www.virtus.com). Duff & Phelps is a boutique investment firm established in 1979, evolving from the Duff & Phelps investment research firm founded in 1932. Duff & Phelps provides discretionary investment management services to institutional clients. Our clients include registered investment companies (including open‑end and closed‑end funds), UCITS and other pooled investment vehicles, and institutional separate accounts. We may accept retail clients; however, we do not generally manage retail advisory accounts. We also provide non‑discretionary advisory services, including the delivery of investment model portfolios to third‑party sponsors of managed account programs. Our investment strategies primarily focus on listed real assets and income-oriented securities, including real estate securities, infrastructure, energy infrastructure, clean energy, water, and investment grade fixed income. We manage client portfolios in accordance with each client’s investment objectives, guidelines, and restrictions, and we may accept client‑imposed restrictions where doing so is consistent with the applicable strategy. Typically, Duff & Phelps provides discretionary investment advisory services to clients pursuant to a written investment management agreement. Where advisory services are provided on a non-discretionary basis, such services are provided pursuant to a separate written advisory agreement with the client. As of December 31, 2025, Duff & Phelps managed approximately $12.7 billion in assets on a discretionary basis.

We base investment advisory fees on a percentage of the market value of assets under management. Fees are individually negotiated and calculated based on the market value of securities in the account, including all cash, cash equivalents and, in most cases, accrued income and dividends. Specialized investment management fees could be higher depending on the strategy. Fees are mutually set between us and the client. We also can agree to performancebased fee arrangements (see "Performance-Based Fees" herein). We bill clients for investment advisory fees in arrears on a quarterly basis or as otherwise agreed upon in the investment management agreement. We do not require fees to be prepaid, nor do we require payments six or more months in advance. In cases where an account was opened or terminated during a quarter (billing period), we prorate fees based on the length of time we managed the account. Although we do not seek to charge investment advisory fees in advance, in cases where a client was to opt to pay fees in advance at their own discretion and the account terminated during the billing period, we would refund any investment advisory fees paid but not yet earned. Our invoices include sufficient detail (including applicable fee rates, valuation information, and the billing period) to allow clients to review and understand the fee calculation. Investment advisory fees and minimum account sizes are subject to negotiation. Advisory fees reduce a client’s investment returns over time by reducing the amount of assets available to earn returns, whether fees are deducted from the account or paid separately. We encourage clients to discuss the impact of fees with their client relationship manager. Where permitted, we utilize a standard fee billing methodology that charges separate account clients a fee based on the actual number of days assets are in an account. Fees reflect adjustments made during a billing period to account for cash flows. Where we manage multiple accounts for a client, we typically will aggregate cash flows in each account daily. We itemize fee adjustments in clients’ billing invoices and recommend clients review their invoices carefully prior to authorizing/remitting payment to us. This fee billing methodology is not applicable to clients whose billing terms are based on the daily market value of their assets under management or is not agreed upon in a client’s investment management agreement.

Our investment advisory fees exclude other fees and expenses, in addition to, and separate from, the investment advisory fee. These can include, but are not limited to, brokerage commissions, transaction fees, and other related costs such as those imposed by custodians, brokers, and other third parties. Such fees include custodial fees, deferred sales charges, odd-lot differentials, transfer taxes, wire transfer and electronic fund fees, costs associated with foreign exchange transactions, interest expenses and other fees and taxes on brokerage accounts and securities transactions. We discuss brokerage commissions under Item 12. Brokerage Practices. Separately Managed Institutional Account Fee Schedules The following reflects our standard investment advisory fee schedules. Fees and minimum account size are subject to negotiation. Not all clients pay fees as described in our standard fee schedules. Differences can arise for reasons such as account size, client’s aggregate assets under management, client type, or other reasons. If we accept an account below our stated minimum account size, we may negotiate a fee schedule that differs from our stated fee schedules based on account size, services provided, or other factors. We will customize fee schedules for balanced accounts applying institutional equity and fixed income fee schedules based on target asset allocations.

Global Listed Infrastructure Minimum account size: $25 million

U.S. Real Estate Securities Minimum account size: $25 million

0.70% on assets up to $50 million 0.65% on the next $50 million 0.55% on amounts in excess of $100 million

0.60% on assets up to $50 million 0.55% on the next $50 million 0.50% on amounts in excess of $100 million

Global Real Estate Securities Minimum account size: $25 million

Non-Core Real Estate Opportunities Minimum account size: $25 million

0.70% on assets up to $50 million 0.65% on the next $50 million 0.55% on amounts in excess of $100 million

0.60% on assets up to $50 million 0.55% on the next $50 million 0.50% on amounts in excess of $100 million

Energy Infrastructure Minimum account size: $5 million

Investment Grade Fixed Income Minimum account size: $10 million

0.75% on assets up to $25 million 0.70% on the next $25 million 0.65% on the next $50 million 0.60% on amounts in excess of $100 million

0.30% on assets up to $50 million 0.25% on the next $50 million 0.20% on the next $100 million 0.15% on amounts in excess of $200 million

Global Clean Energy Minimum account size: $25 million

Water Minimum account size: $25 million

0.70% on assets up to $50 million 0.65% on the next $50 million 0.55% on amounts in excess of $100 million

0.70% on assets up to $50 million 0.65% on the next $50 million 0.55% on amounts in excess of $100 million

Fees for Assets Invested in Funds In some cases, clients’ investment guidelines permit Duff & Phelps to invest a portion of their assets in affiliated or unaffiliated mutual funds. Account assets invested in an affiliated fund are not subject to the account level investment advisory fee, except as described below. Those assets are subject to the fund’s internal investment management fees (and other charges) applicable to investors as stated in the current prospectus. Clients have the option to invest in funds not affiliated with Duff & Phelps. Investing in affiliated funds presents a conflict of interest because we can be incentivized to recommend or select an investment in an affiliated fund based on our (or an affiliate’s) compensation rather than a client’s needs. This conflict exists because we or our affiliates earn additional compensation when clients are invested in affiliated funds. To help mitigate any conflict, we offset investment advisory fees for client assets invested in affiliated funds, we monitor portfolio holdings to make sure they are consistent with client and strategy guidelines, and we maintain a written Code of Conduct and a Code of Ethics that outline our fiduciary duty to place our clients’ interests ahead of our own. We can purchase unaffiliated closed-end funds or no-load open-end mutual funds, exchange-traded funds or alternative investments for client accounts where permitted by a client’s guidelines. These funds generally contain embedded management fees. Consequently, a client can pay both an account level investment management or allocation fee and an embedded management fee. In cases where Duff & Phelps invests a client’s assets in the Virtus Duff & Phelps Real Asset Fund (“Real Asset Fund”), which is organized as a “fund of funds” and does not charge an

investment management fee at the top fund level. However, investors pay the total operating expense, which includes investment management fees of the underlying funds, including affiliated funds, as described in the prospectus for the Real Asset Fund. Therefore, clients will pay an account level investment advisory fee in addition to the underlying investment management fees charged by the underlying funds. Fees for Model Portfolios We provide model portfolios to managed account sponsors on a non-discretionary basis. Duff & Phelps does not provide customized investment advice to a managed account sponsor’s underlying clients. We generally receive a fee based on the market value of assets for the managed account sponsors’ clients invested according to these model portfolios. Model portfolio assets refer to assets that Duff & Phelps is under contract to deliver a model portfolio for and are not regulatory assets under management.

Duff & Phelps offers discretionary portfolio management services for specialty investment strategies. Our fundamental security analysis is supplemented by quantitative analysis and other methods. The primary objective of the firm’s research process is to determine if we believe a company possesses a sustainable competitive advantage, and if so, to evaluate its expected reliability over time. To accomplish this, Duff & Phelps conducts bottom-up research on the companies in which we seek to invest. Investment teams review a wide array of sources, including company reports, regulatory filings, industry data and research reports and conduct interviews with company management. Duff & Phelps strives to understand the relationship between qualitative attributes and financial quality. Investment Strategies Global, U.S. and Non-Core Opportunities Real Estate Securities The Real Estate Securities strategies pursue long-term capital appreciation by investing in global listed real estate companies, including REITs. Our strategies invest in high quality owner/operators of commercial real estate companies which we believe can provide attractive risk-adjusted returns to investors. Strategies may invest in specific geographies or globally but are typically invested in developed markets. Real estate sectors may include, but are not limited to, the residential, office, retail, lodging, self- storage, industrial, datacenter and healthcare sectors. These sectors make up the majority of the listed real estate market. Each portfolio company is evaluated and ranked according to quality of management, property portfolio, cash flow and growth prospects. Extensive field research, combined with the utilization of five-year operating models and ten-year discounted cash flow models, allows the team to make reasoned judgments when evaluating each company’s investment merits. In the portfolio construction process, portfolio managers synthesize top-down macro considerations with bottom- up company research analysis. Portfolios are built with the team’s highest conviction investment ideas, weighting each name considering portfolio risk controls, client specific guidelines and the strength of each investment thesis. Portfolio managers adjust the portfolio when they believe a more attractive opportunity is available or the investment thesis changes. Global Listed Infrastructure The Global Listed Infrastructure strategy pursues long-term capital appreciation in global listed infrastructure companies. The strategy seeks to invest in companies that own and/or operate high-quality infrastructure assets, primarily in developed markets and within the communications, utilities, transportation, and energy mid-stream sectors. Duff & Phelps believes these companies offer consistent and rather predictable business models and dividends greater than the broad equity market, with distinct portfolio benefits including capital appreciation, growing income, lower relative volatility, and long-term inflation protection. The investment team adheres to a rigorous bottom-up investment process which looks to provide investors with attractive risk-adjusted returns through different market cycles. The investment process is focused on:

1. Regulatory research - understanding the complexity and impact of the regulatory environment at all levels; 2. Company research - analyzing management and strategy, company dynamics (including responsible investing considerations), financial quality, and valuation;

3. Portfolio construction - building the portfolio considering investment outlook and analyst input; and 4. Sell discipline - adjust the portfolio when a more attractive opportunity is available or the investment thesis changes.

Energy Infrastructure The Energy Infrastructure strategy pursues long-term capital appreciation in midstream companies. The strategy seeks to invest in companies with vertically integrated business models, visible and growing cash flows, sustainable dividends, strong corporate governance and favorable geographic footprints. The investment team utilizes a disciplined investment process which allows the strategy to be opportunistic and take advantage of the inefficiencies within the sector and across the entire energy value chain. The investment team adheres to a rigorous bottom-up investment process which looks to provide investors with attractive risk-adjusted returns. The investment process is focused on 1) investment outlook ongoing evaluation of key drivers which may include macro environment, energy commodities, market dynamics, and sector fundamentals; 2) company research- analyzing management and strategy, company dynamics (including responsible investing considerations), financial quality, and valuation; 3) portfolio construction building the portfolio considering investment outlook and analyst input; and 4) sell discipline – adjusting the portfolio when a more attractive opportunity is available or the investment thesis changes. Global Clean Energy The Global Clean Energy strategy pursues long-term capital appreciation in global clean energy companies. The strategy seeks to invest in a global portfolio of what we believe are the most attractively positioned utility, industrial, technology, energy and other companies that are leaders in clean and sustainable energy. We believe investors can attain attractive risk adjusted returns while taking advantage of the secular trends toward responsible investing. The strategy primarily invests in developed markets. Duff & Phelps believes it has the advantage of sitting at the intersection of clean energy technology providers and clean energy users. The investment team leverages this vantage point in meeting with management teams to conduct research along every part of the clean energy value chain. The strategy invests in innovation where we believe it is most commercially proven. The investment team adheres to a rigorous bottom-up investment process that aims to provide investors with attractive risk-adjusted returns through different market cycles. The investment process is focused on 1) regulatory & political research- understanding the complexity and impact of the regulatory environment at all levels; 2) company research analyzing management and strategy, company dynamics, financial quality and valuation, and sustainable factors; 3) portfolio construction– building the portfolio considering investment outlook and analyst input; and 4) sell discipline– adjusting the portfolio when a more attractive opportunity is available or the investment thesis changes. Water The Water strategy pursues long-term capital appreciation in global water companies. The strategy is a long-only, highconviction global equity portfolio that seeks to invest across the water value chain in companies improving the sustainability of global water resources. Investments are focused on water infrastructure and equipment and technology companies that are expected to enhance water supply, quality, and efficiency. The strategy is designed to enable investors to access attractive secular earnings growth and durable cash flows. The Water strategy investment process follows a fundamental approach to construct a high-conviction global equity portfolio. The strategy targets high-quality water companies backed by strong structural growth drivers and durable cash flows, seeking to deliver attractive long-term total returns and a resilient portfolio across a market cycle. There are three stages in the investment process: universe screening, refinement, and portfolio construction. To compile the investable universe, the investment team considers companies in the global equity market that take part in the water value chain. The team focuses on companies that provide solutions related to water supply, water quality, and water efficiency and uses the UN Sustainable Development Goals (“UN SDG”) framework to align the investable universe. During the refinement process, the universe is filtered to assess the degree of alignment, exposure, and advantage each company has to the overall investment philosophy. The portfolio construction phase is aimed at selecting the highest- conviction ideas with attractive risk-adjusted return potential. Analysts conduct in- depth fundamental research on the candidates for the portfolio.

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Investment Grade Fixed Income The Investment Grade Fixed Income strategies include taxable and tax-exempt fixed-income portfolios. The investment process is focused on determining the appropriate relative duration, yield curve distribution, and sector allocations versus a given benchmark while pursuing a moderate turnover approach of investment grade securities. A commitment to investment grade securities is key to our fixed income philosophy. We believe that a fixed income investment portfolio should have reasonable liquidity and marketability. Our approach is distinguished by the ability to use a wide spectrum of investment grade sectors while consistently quantifying and managing portfolio exposure to the risks faced by the markets. U.S. Equities Duff & Phelps’ Portfolio Solutions Team offers passive equity replication strategies to complement or complete client portfolios. For any index replication we pay a licensing fee to the underlying index provider, who does not sponsor or endorse the product. Responsible Investing Approach Duff & Phelps considers sustainability and environmental, social and governance factors (collectively “responsible investing” factors) as part of its overall research process to help identify and understand potential risks and considerations relevant to an investment. These factors are evaluated alongside traditional financial and economic analysis and are not determinative of investment decisions. We integrate these factors into our investment analysis and decision-making processes consistent with our fiduciary duty to clients and their investment objectives. By incorporating responsible investing factors into our fundamental analysis, we believe we improve our understanding of the risks and opportunities that companies face. We take a value-creation approach to our responsible investing research and use these analyses to help maximize financial returns. We are attracted to businesses that share a long-term perspective and are thoughtful stewards of their resources. We look for opportunities where a responsible investing approach has the potential to improve investment outcomes by lowering risk, improving company operations, attracting and retaining the best talent, and increasing customer satisfaction and market share as well as other means to increase earnings and cash flow over the long term. We seek to avoid investing in companies that we believe pose material sustainability risks (i.e., business risks, including compliance, financial, operational, reputational, and strategic risks, that involve the key themes of corporate governance, employee rights, human rights and labor standards, and various environmental themes). We believe that strong corporate governance and capital stewardship are essential components of long-term investing. We generally encourage companies in which we invest to pursue and disclose sustainable business practices. Our Proxy Committee incorporates consideration of responsible investing issues into its evaluation of recommendations by our proxy advisory firm and our voting of proxies generally. We engage with portfolio companies on select matters with a goal to increase shareholder value. Our real asset focus encompasses the utilities and energy infrastructure sectors, which are involved with fossil fuels. We are aware of the effect fossil fuels have on climate change but also recognize that many of these companies play an essential role in the global economy and quality of life and are striving to improve their carbon footprint. We seek to understand the environmental policies of each company, and our investments tend be heavily weighted towards companies in each sector that we believe are at the forefront of driving positive environmental change. Use of Derivatives Our use of derivatives is currently limited primarily to writing covered call options on securities and securities indices. Where permitted by client guidelines and where we believe appropriate, we may also use certain futures, options, and related instruments for hedging and risk-management purposes.

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Read the rest in the brochure

We provide investment advisory services to U.S. and non-U.S. clients, including registered investment companies, other pooled investment vehicles, and institutional separate accounts such as pension and profit-sharing plans, trusts, estates and charitable organizations, corporations and business entities, endowments, foundations, nuclear decommissioning trusts, and sub-advisory for financial institutions. We can accept retail clients; however, we do not generally manage retail advisory accounts.

We generally require new clients to sign a written investment agreement and to adopt written investment guidelines. We impose a minimum account size or other conditions for opening an account. As stated in Item 5. Fees and Compensation, Duff & Phelps requests a minimum account size of $5 - 25 million depending on the investment strategy to open an account, and we reserve the right to accept accounts below our stated minimum.

Performance-Based Fees In certain instances, we agree to performance-based fee arrangements whereby we are compensated for investment advisory services based on the overall performance of all or a portion of client assets. At the request of the client the terms of the performance fees are based upon a negotiated written arrangement. This performance-based fee arrangement could include a base fee calculated on the market value of the assets under management. We enter into performance-based fee arrangements only where permitted under Section 205(b) of the Advisers Act and applicable regulations. The management of accounts with performance-based fee arrangements creates conflicts of interest as it gives us an incentive to make riskier or more speculative investments or create an incentive to favor these accounts over others in the allocation of investment opportunities due to the potential to earn higher fees. We have procedures to manage conflicts such as portfolio management policies and procedures and trade order allocation policies and procedures to ensure that all clients are treated fairly. We monitor trading activity and portfolio holdings to confirm accounts invested in the same strategy are managed similarly. We also monitor performance across similarly managed accounts to identify potential outliers, which may indicate favoritism. Side-by-Side Management Duff & Phelps provides investment management services for various clients and at times will give advice and act with respect to one client that differs from advice given or the timing or nature of action taken with respect to another client. The management of multiple accounts and strategies creates conflicts of interest, including an incentive to favor accounts invested in certain investment strategies or accounts that pay higher fees. To mitigate these conflicts, we manage accounts invested in similar strategies according to each strategy’s model portfolio and allocate aggregated transactions to all participating eligible client accounts in a fair and equitable manner consistent with our trade allocation procedures, fiduciary duty and each participating client's investment guidelines and investment management agreement. We also monitor trading activity and portfolio holdings to confirm accounts invested in the same strategy are managed similarly. We also monitor performance across similarly managed accounts to identify potential outliers, which could indicate favoritism.

As a fiduciary, we seek to place client interests first; however, conflicts of interest can arise because we receive fees for advisory services, use affiliated service providers, receive research or other benefits from broker‑dealers, and can compensate certain promoters for referrals. The following sections describe these conflicts and the policies and procedures we use to help manage them. Corporate Ownership and Related Persons. Duff & Phelps is a wholly owned subsidiary of Virtus Partners, Inc., which is a wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”). Virtus is a publicly traded company operating a multi-manager asset management business (NYSE: VRTS). Certain officers and directors of Virtus serve as officers of Virtus’ indirect, wholly owned affiliates, including Duff & Phelps. Duff & Phelps has several affiliates that are registered investment advisers as described in Part 1A of its Form ADV. Shared Personnel / Participating Affiliate Arrangements. In providing services to its clients, Duff & Phelps may use personnel or services of one or more of its affiliated investment advisers or other corporate affiliates, and Duff & Phelps’ affiliated investment advisers can use personnel or services of Duff & Phelps. Services provided in these arrangements may include, among other things, investment advice, portfolio execution and trading, back-office processing, accounting, reporting, and client servicing. Those services would be provided through arrangements that take a variety of forms, including dual employee, participating affiliate, delegation arrangement, sub advisory, consulting, or other servicing agreements. In each case, the personnel of the entity providing services are required to follow policies and procedures designed to ensure that the applicable clients’ accounts are handled appropriately and in the best interests of the clients. When Duff & Phelps uses the personnel or services of an affiliate to provide services to Duff & Phelps’ clients, Duff & Phelps remains responsible for the account from a legal and contractual perspective. Similarly, if an affiliated investment adviser uses the personnel or services of Duff & Phelps to provide services to such affiliated investment adviser’s clients, the affiliated investment adviser remains responsible for the account from a legal and contractual perspective. No additional fees are charged to the clients for such services except as otherwise set forth in the client’s applicable investment management or other agreement. Our relationships with affiliates may create incentives to recommend or prioritize affiliated products or service arrangements. Where applicable, we disclose the nature of these relationships and compensation arrangements, and we maintain policies and oversight designed to address associated conflicts. Affiliated Broker-Dealer/Distributor. Duff & Phelps is affiliated with VP Distributors, LLC (“VPD”), a registered brokerdealer. VPD is a limited purpose broker-dealer that serves as principal underwriter and distributor of certain open-end mutual funds and ETFs managed by Duff & Phelps and/or its affiliated investment advisers. As a limited purpose 15 | P a g e

broker- dealer, VPD does not conduct any broker-dealer trading activities. Certain Duff & Phelps personnel whose job responsibilities either require or are appropriate for registering as broker-dealer representatives are registered representatives of VPD. Certain employees of VPD promote the services of Duff & Phelps as well as the products managed by Duff & Phelps. When Duff & Phelps pays a fee to VPD for the efforts of VPD’s employees to promote Duff & Phelps’ services, VPD is an affiliated third-party promoter for Duff & Phelps as discussed further in Item 14, below. Certain employees of a related person of Duff & Phelps, Virtus International Management, LLP (“Virtus International”), also promote the services of Duff & Phelps as well as the products managed by Duff & Phelps. Virtus International’s representatives are permitted to introduce Duff & Phelps’ investment advisory services to institutional entities and sovereign wealth funds and other foreign official institutions within the United Kingdom and in other jurisdictions globally, to the extent permitted by the laws of each applicable jurisdiction. In the Asia-Pacific region, approved persons of Virtus Global Partners PTE. LTD (“Virtus Singapore”) (UEN 201018015Z), which is authorized and regulated by the Monetary Authority of Singapore (“MAS”), are permitted to introduce the investment advisory services of Duff & Phelps and certain of its affiliates to institutional entities, sovereign wealth funds, and other foreign official institutions. Certain employees of a related person of Duff & Phelps, seconded to Virtus International Fund Management Limited (“VIFM”) (Ref. No. C182357), which is authorized and regulated by the Central Bank of Ireland, carry out sales and marketing activity of certain Irish-domiciled UCITS funds to which Duff & Phelps is the investment manager, to the extent permitted by applicable law. Related Funds. Duff & Phelps serves as an investment adviser or subadviser to certain open-end and closed-end mutual funds and exchange-traded funds (“ETFs”), including funds affiliated with Virtus. Duff & Phelps’ compensation for such arrangements typically is structured as a percentage of the overall management fee paid by the fund. Duff & Phelps Closed-End Funds. Duff & Phelps serves as the investment adviser to certain closed-end funds DNP Select Income Fund Inc., Duff & Phelps Utility & Infrastructure Fund Inc. and DTF Tax-Free Income 2028 Term Fund Inc. (branded as “Duff & Phelps Closed-End Funds”). Duff & Phelps receives a management fee paid by each fund for provision of investment advisory services. Collective Investment Trusts. Duff & Phelps has been retained as the investment adviser for various privately branded funds of a collective investment trust (“CIT”) established by an unaffiliated trust company. Fund strategies include U.S. Real Estate Securities, Global Real Estate Securities and Global Listed Infrastructure. CITs are pooled investment vehicles available to qualified clients, which generally include only employee benefit plans governed by ERISA and certain government sponsored plans. Each participating plan in the CIT pays a trustee fee to the trustee. The trustee fee pays (i) the normal operating fees and expenses of each CIT fund; and (ii) compensation to the trustee and investment adviser for the fiduciary services provided by the trustee and investment adviser.

Duff & Phelps has adopted a Code of Ethics designed to ensure that our investment advisory business is conducted in compliance with applicable U.S. federal securities laws and regulations. We have adopted the Virtus Code of Ethics in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 and Rule 17j-1 under the Investment Company Act of 1940. The Code of Ethics, together with a Duff & Phelps-specific supplemental policy, is reasonably designed to prevent and detect conflicts of interest, including those arising from personal securities transactions. Compliance oversees the administration and enforcement of the Code of Ethics. Compliance with the Code of Ethics Compliance with the Code of Ethics is a condition of employment. All supervised persons are required to acknowledge and certify their understanding of and compliance with the Code of Ethics upon hire and at least annually thereafter, or as amended. Violations of the Code of Ethics may result in disciplinary action, up to and including termination of employment. Supervised persons are responsible for conducting business in a professional manner and in compliance with Duff & Phelps’s policies and procedures. Supervised persons must promptly report any known or suspected violations of the Code of Ethics or other firm policies to Compliance or through other designated reporting channels. Compliance reviews reported matters and, where appropriate, takes action consistent with the Code of Ethics and applicable law. 16 | P a g e

Participation or Interest in Client Transactions Subject to the Code of Ethics and related policies, supervised persons may invest in securities that are also held or recommended for client accounts. However, supervised persons are prohibited from engaging in personal trading that would disadvantage clients or create an actual or apparent conflict of interest. The Code of Ethics is designed to address these potential conflicts through preclearance, reporting, monitoring, and other restrictions described below. Restrictions on Personal Trading Supervised persons are prohibited from engaging in personal securities transactions when they know, or should know, that the same security is being purchased or sold, or is being considered for purchase or sale, for a client account, except as permitted under the Code of Ethics and with appropriate preclearance. Certain limited exceptions apply, including non‑volitional transactions and transactions approved in advance by Compliance. Duff & Phelps designates all employees as Access Persons under the Code of Ethics due to their potential access to nonpublic information. Supervised persons whose job responsibilities include making, recommending, or implementing investment decisions for client accounts are further designated as Advisory Persons and are subject to additional restrictions. In addition to the requirements of the Virtus Code of Ethics, Duff & Phelps has adopted a supplemental policy that imposes enhanced personal trading restrictions. The Adviser maintains, and updates from time to time, a list of securities within its investable universe (the “DP Universe Restricted List”). Access Persons and Advisory Persons are prohibited from purchasing securities included on the DP Universe Restricted List. Sales of securities included on the DP Universe Restricted List require preclearance and are subject to additional review based on anticipated or ongoing client trading activity. Advisory Persons are also subject to blackout periods that generally restrict personal trading in a security within seven calendar days before or after that security is traded for a client account, subject to limited exceptions. Personal Trading Controls The Code of Ethics requires disclosure of personal brokerage accounts and securities holdings, preclearance of most personal securities transactions, periodic reporting of holdings and transactions, and ongoing monitoring by Compliance. Mandatory training and periodic certifications are also required. Related Policies The Code of Ethics operates alongside the Virtus Code of Conduct and other firm policies addressing, among other things, insider trading, conflicts of interest, confidentiality, gifts and entertainment, political contributions, and outside business activities. These policies collectively are designed to identify, manage, and mitigate conflicts of interest. A copy of our Code of Ethics is available upon request by contacting Duff & Phelps’s Compliance Department at Duff & Phelps Investment Management Co., Attn: Compliance Department, 10 S. Wacker Drive, 19th Floor, Chicago, IL 60606 or by email at: DPIM.Compliance@dpimc.com.

Our brokerage practices are designed to seek best execution for client transactions, considering price, execution capability, and overall quality of services. Where permitted, we may also consider research and other services, and we manage related conflicts through oversight and policies described below. Our policy is to seek the best execution available for each transaction. In doing so, we consider the overall quality of brokerage and, where appropriate, research services for each transaction. Best execution is not limited to obtaining the lowest commissions but seeks the most reasonably favorable terms for each transaction. The amount of commission is not in and of itself determinative of what constitutes best execution. Duff & Phelps may not always place brokerage transactions based on lowest commission available. We will make a determination that the commissions paid are reasonable in relation to the value of the services provided, under the circumstances. Best execution is the most favorable combination of all factors that affect a trade, which may include the following:

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The commission rates charged by the broker in comparison to the charges of other brokers for similar transactions; Direct access to the broker’s trading desk and the familiarity of the contact person with the adviser’s business and interests; The extensiveness of the broker’s distribution network and its ability to fulfill more difficult orders (e.g., thinly traded of limited availability securities); The ability of the broker to maintain confidentiality while executing trades to prevent the disclosure of an adviser’s investment strategy or the details of an order in a way that will adversely affect the market price; The extent to which the broker is willing to commit its own capital to fulfill difficult orders; The broker’s execution abilities, including the level of accuracy in executing orders, speed of execution, and ability to obtain best net price; The broker’s communications and administrative abilities, including efficiency of reporting, settlement efficiency, and proper correction of trade errors; The broker’s research capabilities and ability to provide market information; The extent to which the broker provides the adviser with access to companies through trade shows, conferences, or other contacts; The quality and flexibility of any custodial services provided by the broker; and The financial stability of the broker.

The Adviser executes transactions through broker-dealers that provide brokerage and research services consistent with Section 28(e) of the Securities Exchange Act of 1934. The Adviser also can choose broker-dealers to execute transactions on an execution-only basis when those broker-dealers offer superior execution quality, lower commissions, or other cost or efficiency advantages. Duff & Phelps can execute brokerage transactions through unaffiliated broker-dealers that also distribute shares of funds advised by Duff & Phelps. This presents a conflict of interest because Duff & Phelps could be perceived to have an incentive to consider a broker’s distribution relationship when selecting brokers. However, Duff & Phelps does not consider a broker’s fund-distribution relationship when selecting brokers or allocating trades. To mitigate this conflict, execution is reviewed periodically by the Brokerage Committee as described further below. Duff & Phelps can execute certain ETF-related primary market transactions (such as custom basket and/or in-kind redemptions) through unaffiliated broker-dealers that serve as Authorized Participants (“APs”) and/or market makers for ETFs advised by Duff & Phelps or its affiliates. Use of these broker-dealers that serve as APs and/or market makers presents a conflict of interest because Duff & Phelps could be perceived to have an incentive to select such brokerdealer for reasons other than best execution. Duff & Phelps addresses this conflict by using the AP channel only when Duff & Phelps reasonably determines, based on the totality of the circumstances and reasonably available alternatives (e.g., expected market impact, execution certainty, operational feasibility of custom baskets, and overall transaction costs), that doing so is expected to provide best execution under the circumstances. Duff & Phelps also can execute other securities transactions for client accounts through such broker-dealers; however, Duff & Phelps does not consider a broker’s AP/market-making role as a factor in selecting brokers or allocating trades for non-ETF transactions. All transactions are subject to ongoing execution-quality oversight, including quarterly transaction cost analysis, and review by the Adviser’s Brokerage Committee. Duff & Phelps’s Brokerage Committee consists of members from portfolio management, trading, risk, investment operations and compliance. The Brokerage Committee oversees the use of broker-dealers and is responsible for the periodic review of data to ensure that reasonable efforts are being made to seek best execution for Duff & Phelps’ clients. The Brokerage Committee periodically reviews execution quality, commission levels, approved brokers, broker usage, use of research, client-directed brokerage arrangements, and disclosures related to best execution. Duff & Phelps maintains an Approved Broker List, reviewed periodically by the Brokerage Committee. Trades are executed only through approved brokers on the Approved Broker List, except in limited circumstances, such as certain deal securities and initial public offerings, follow-on or secondary public offerings. We can participate in secondary market transactions, public offerings directly from an underwriter, or privately negotiated transactions with an issuer. We can resell securities purchased in public offerings shortly after acquisition in the immediate aftermarket for the security to take advantage of price appreciation from the public offering price or other reasons. Short-term trading of 18 | P a g e

securities acquired in public offerings, or otherwise, could result in higher portfolio turnover and associated brokerage expenses. If consistent with client investment objectives, restrictions and risk tolerance, we can purchase securities sold in underwritten public offerings, such as deal securities and initial public offerings (“IPOs”), follow-on or secondary public offerings, private placements, and other securities offerings that are available on a limited basis to certain investors or subject to eligibility, allocation, or capacity constraints (collectively, “limited availability offerings”), for client accounts, including affiliated and proprietary accounts. Deal securities, IPOs, and other limited availability offerings are generally allocated among participating accounts in a fair manner to avoid unfairly discriminating in favor of certain clients or types of accounts. When allocating investment opportunities (including limited availability offerings) among eligible accounts, we apply written allocation procedures designed to be fair and equitable over time and not to favor accounts based on fee rates, affiliated relationships, or other considerations unrelated to client objectives. Restricted brokerage accounts usually are not eligible to participate in new issue offerings unless the restricted broker is part of the underwriting syndicate, and they distribute shares to that account. If we receive a reduced allocation of deal securities, the portfolio manager will allocate them among participating accounts according to the allocation percentages in the initial indication of interest instructions for those securities or IPOs. We review these allocations to ensure that any one account does not receive a disproportionate share of these deals. Duff & Phelps does not currently execute client trades through an affiliated broker‑dealer. If the Adviser were to do so in the future, it would only be in accordance with applicable law and policies designed to ensure best execution. Procedures ensure that these trades are effected at rates that compare favorably with those charged by unaffiliated brokers in comparable transactions. Besides executing trades through traditional brokerage firms, traders may choose to use alternative trading systems and electronic trading platforms. Use of algorithms and electronic trading tools is subject to periodic oversight to evaluate execution quality, cost efficiency and potential conflicts of interest. Traders will exercise care to maintain safeguards and security for such trades. Aggregation of Orders and Trade Rotation Although not obligated to do so, we strive to aggregate orders for the purchase or sale of the same security for client accounts. Traders and portfolio managers will consider various criteria when evaluating whether to aggregate an order, including, as relevant, the account’s investment objectives and guidelines, policies, tax status, nature and size of the aggregated order, portfolio manager instructions and any other factors deemed appropriate under the circumstances. When an aggregated order is filled entirely, each participating client receives the average share price for that order on the same business day and share transaction costs pro rata based on each client’s participation. If partially filled, shares are allocated pro rata unless de minimis allocations would result in non-meaningful distribution. In allocating partially filled orders, we also consider the need to accommodate clients’ cash positions, the potential to incur expensive minimum brokerage fees for minimal allocations, or the need to allocate in round lots. When orders are not aggregated, the Adviser will employ a randomized rotation in two circumstances: (1) trades for discretionary clients that have mandated that their trades be done on an execution only basis will rotate for nonexecution only discretionary clients; and (2) nondiscretionary model delivery relationships for which the Adviser has no investment discretion and does not execute trades will be rotated. In each scenario, traders accomplish the rotation by virtue of a randomizer that operates pursuant to a computer-generated algorithm to help ensure fairness to all clients/relationships over time. Traders keep a log documenting the use and results of trade rotation. Nondiscretionary model delivery portfolio changes are communicated promptly following trades for discretionary client accounts All orders for fixed income transactions are executed by the respective broker at the time of our acceptance of the bid/offer on an approved electronic trading platform or the verbal communication with the broker. For new offerings, investment teams are responsible for ensuring that only appropriate clients participate in the new issues and that such participation complies with investment limitations and governing law. There is no distinction or preference accorded one investment team over another for allocating new issues or determining new issue allocations. All new issue requests in which a full allocation of the order is received will be distributed among all participating accounts in the predesignated amount. Partial allocations of new issues will be allocated on a pro rata basis or weighted among all 19 | P a g e

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We pay referral compensation only where permitted under Rule 206(4)-1 under the Advisers Act and where all required disclosures are provided at or before the time of solicitation. We permit designated persons, referred to as ‘promoters’, to refer potential clients to us. These referral arrangements create conflicts of interest because they provide financial incentives for promoters to recommend us. We address these conflicts through required disclosures, written agreements, and oversight designed to promote compliance with applicable law and our fiduciary obligations. We maintain written policies and oversight designed to provide a reasonable basis for believing our promoter arrangements comply with applicable requirements, including documenting required disclosures and, where applicable, diligence related to ‘ineligible person’ restrictions. Unaffiliated promoters will enter into a written agreement with us describing the scope and agreed upon activities and the terms of compensation for these activities. Payments to promoters depend on the type of investment strategy and are generally based on a percentage of fees for a period of time. We do not regularly employ unaffiliated promoters to refer business but can enter into promoter arrangements with unaffiliated third parties for the referral of clients in certain countries outside of the United States. As discussed in Item 10, above, Duff & Phelps has affiliated third-party promoter arrangements with VP Distributors, LLC (“VPD”), Virtus International Management, LLP (“Virtus International”), and Virtus Global Partners PTE. LTD (“Virtus Singapore”), each of which is an affiliate of Duff & Phelps, whereby Duff & Phelps compensates those entities for referrals in certain circumstances. The compensation paid by Duff & Phelps to VPD, Virtus International and Virtus Singapore for these referral arrangements generally is structured as being all or a portion of any variable compensation paid by the affiliate to its employee(s) relating to assets under management by Duff & Phelps that were referred by such employee(s), and in some cases the compensation also includes a percentage of the affiliate’s costs with respect to employment of the individual(s). With respect to Duff & Phelps’ investment management of certain Irish-domiciled UCITS funds, Duff & Phelps or any of its affiliates providing investment management to such UCITS funds, at its discretion and only where permitted by applicable law, can rebate, or cause to rebate, part or all of the investment management fees charged to any UCITS fund shareholder or use part of such investment management fees to remunerate certain financial intermediaries of such UCITS funds for services provided to UCITS fund shareholders. Duff & Phelps or any of its affiliates enter into arrangements with, and/or make payments from their own assets to, intermediaries to enable access to Virtus branded mutual funds on platforms made available by such intermediaries or to assist such intermediaries to upgrade existing technology systems or implement new technology systems or programs in order to improve the methods through which the intermediary provides services to Duff & Phelps and its affiliates and/or their clients. Such arrangements or payments establish contractual obligations on the part of such intermediary to provide Duff & Phelps’s or an affiliate’s fund clients with certain exclusive or preferred access to the use of the subject technology or programs or preferable placement on platforms operated by such intermediary. The services, arrangements and payments described in this paragraph present conflicts of interest because they provide incentives for intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers to recommend, or otherwise make available, Duff & Phelps’ or its affiliates’ strategies or Virtus branded mutual funds to their clients in order to receive or continue to benefit from these arrangements from Duff & Phelps or its affiliates. The provision of these services, arrangements and payments described above by Duff & Phelps or its affiliates is only to the extent permitted by applicable law and guidance and is not dependent on the amount of Virtus branded mutual funds or strategies sold or recommended by such intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers.

Registered investment advisers are required to disclose all material facts regarding any legal or disciplinary events material to the evaluation of them or the integrity of their management. Duff & Phelps has no such disciplinary information to report.

Reviews Portfolio managers are responsible for constructing and managing portfolios consistent with clients’ investment objectives, guidelines and restrictions and each strategy’s investment policy and guidelines. While the portfolio managers are responsible for reviewing investment strategies and portfolios on an ongoing basis, the Compliance team also monitors portfolio compliance on a daily basis to ensure compliance with guidelines and restrictions. On a monthly basis, or more frequently as needed, the firm’s chief investment officer meets with portfolio managers to discuss portfolio positioning, performance, trading, any other relevant portfolio considerations. Investment teams also meet regularly with Risk Management to review types and degrees of risk taken within portfolios and to review a series of risk analyses, stress tests, and attribution reports. Duff & Phelps provides written reports to clients on a quarterly basis, or according to a customized schedule as agreed to with the client.

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Clients are responsible for selecting the third-party custodians that will custody their assets. Duff & Phelps does not have possession of or the authority to obtain possession of client assets, including physical delivery of securities, cash or checks. In some cases, we are deemed to have custody of client assets since some clients provide their custodian a standing authorization to deduct advisory fees upon receipt of an invoice from Duff & Phelps. The custodian takes 22 | P a g e

that authorization in writing directly from the client (account holder), and Duff & Phelps’ authority is limited by the terms of that instruction. The client retains full authority to change or revoke the standing authorization. Clients receive invoices describing the advisory fees deducted by the custodian and should compare those invoices with the custodian statements they receive. Clients should receive at least quarterly statements from the broker dealer, bank, or other qualified custodian that holds and maintains their investment assets. We urge clients to carefully review these statements and compare the official custodian records to the account statements that we provide.

Duff & Phelps provides discretionary investment management services to clients. We also can provide investment management services on a non-discretionary basis if mutually agreed by us and the client. We exercise investment discretion consistent with our fiduciary duty and investment philosophy, as well as any investment guidelines or restrictions imposed by the client and that we have accepted. We typically request that clients provide us any changes to instruction in writing and to confirm in writing any changes that were communicated verbally between us and the client. Class Action Litigation Advisory clients are sometimes entitled to participate in securities class action litigation brought by one or more Plaintiffs against the issuer(s) of certain securities. Various sources provide notification of these class actions. Each class action involves certain legal rights that the owner/beneficiary of the security should consider before becoming a member of the class. We do not instruct or give advice to non- investment company clients on whether to participate as a member of the class. If specifically requested to do so, we can provide information to assist clients with the claim process. We generally rely on the client’s custody agent to notify clients of pending matters and to gather all necessary information for filing of a claim. The client should determine whether they are eligible to file and to pursue the class action recoveries on their own behalf.

For client accounts where clients have granted Duff & Phelps proxy voting authority, we vote proxies in a manner that we believe is in the best interests of our clients and their beneficiaries. We have adopted policies and procedures to help ensure that we cast votes for the sole benefit to clients while using the care, skill and diligence that a prudent person acting in a like capacity and familiar with such matters would use under the circumstance then prevailing. We have established a Proxy Committee that oversees our proxy voting process and has adopted and implemented procedures in place to address conflicts of interest or potential conflicts of interest relating to proxy proposals. In most cases, proxies are voted in accordance with the recommendations of a non-affiliated third-party proxy advisory firm, consistent with our proxy voting guidelines and subject to the Proxy Committee’s oversight. According to our procedures, our Proxy Committee will vote the proxy according to either its determination of the client’s best interests or by client direction. In performing its analysis of how to vote on a proposal, the Proxy Committee will begin by considering the voting recommendation of a non-affiliated third-party vendor and will then override such vendor’s recommendation if the Proxy Committee determines that such recommendation is not in the best interest of our clients. We may consider additional information that becomes available before a voting deadline, including issuer communications, when evaluating proxy matters. Our Proxy Committee incorporates consideration of responsible investing issues into its evaluation of recommendations of our proxy advisory firm and our voting of proxies generally (see “Responsible Investing Approach” as described above). We have additionally adopted proxy voting guidelines that serve as a guide to voting with regard to certain recurring proposals. The vote our Proxy Committee selects will depend on the facts and circumstances of each situation as well as requirements of applicable law.

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The Adviser may not vote or may choose not to vote proxies in certain situations or for certain accounts, such as where:

Client has retained proxy voting authority; We deem the cost of voting to exceed any anticipated benefit to client;

A proxy is received for an account that has terminated; A proxy is received for a security we no longer manage due to the entire position being sold; or Exercising voting rights could restrict the ability of the portfolio manager to freely trade the security in question

We may not be able to vote proxies for any client account that participates in securities lending programs. For certain material matters, and where the Adviser has investment discretion, we may instruct the lending agent to recall securities when the expected benefits of voting are determined to outweigh the costs. Clients can obtain a copy of our proxy voting policies and procedures upon request. Clients can direct votes cast by us or request information about how we voted any proxies by contacting their Relationship Manager, an Investment Operations & Services Representative, or by sending a written request to Duff & Phelps Investment Management Co., Attn: Compliance Department, 10 S. Wacker Drive, 19th Floor, Chicago, Illinois 60606.

Registered investment advisers are required to provide certain financial information or disclosures about their financial condition. We have no financial commitment that impairs our ability to meet contractual and fiduciary commitments to clients and have not been the subject of bankruptcy proceedings.

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