Westchester Capital Management, LLC

Westchester Capital Management, LLC (“Westchester”) is a wholly owned subsidiary of Virtus Partners, Inc. (“VPI”) which is wholly owned by Virtus Investment Partners, Inc. (NYSE: VRTS) (“Virtus”). Virtus, a publicly traded firm, is singularly committed to the long-term success of individual and institutional investors, offering asset management through its affiliated managers and select subadvisers (see www.virtus.com). Westchester (along with its predecessor firm) has been an established manager in the merger arbitrage space for over 40 years. Westchester has been an investment adviser registered with the SEC since 2010 and its predecessor firm was registered in 1980. Westchester provides investment management services to the following portfolios, all of which are affiliated with Westchester, as subadviser under subadvisory agreements with Virtus Investment Advisers, LLC (“VIA”), also an affiliate of Westchester:

The Merger Fund (“TMF”) The Merger Fund VL (“VL”) Virtus Westchester Event-Driven Fund (“EDF”) Virtus Westchester Credit Event Fund (“CEF”)

Westchester also provides investment management services as a subadviser to the following nonaffiliated mutual funds:

JNL/Westchester Capital Event Driven Fund (“JNL”) JNL Multi-Manager Alternative Fund (“JARB”) Principal Funds, Inc - Global Multi-Strategy Fund (“PRIN”)

TMF, VL, EDF, CEF, JNL, JARB and PRIN are collectively referred to as the “Funds.” Westchester engages in merger arbitrage, event-driven and credit-event strategies on behalf of the Funds. Merger arbitrage is an investment approach designed to profit from the successful completion of proposed mergers, takeovers, tender offers, leveraged buyouts, liquidations and other types of corporate reorganizations. Event-driven is an investment approach designed to capture price movements generated by specific events such as mergers, acquisitions, asset sales, restructurings, refinancings, recapitalizations, reorganizations or other specific special situations. Credit event is an investment approach designed to profit from credit events or similar situations such as capital structure arbitrage, mergers and acquisitions, spin-offs, credit restructurings, IPOs of debt, refinancings, debt maturities, asset monetizations and other restructurings. The Funds may pursue other investment strategies as part of their principal investment strategies. A summary of each Fund’s principal investment strategies is included in its offering documents. In pursuing these investment strategies, Westchester may invest in the following types of securities on behalf of the Funds: equity securities of any kind, debt securities of any kind, warrants, rights, convertible securities, derivatives instruments of any kind such as options, currency forwards and swaps, special purpose acquisition companies, foreign issues, investment company securities, including closed-end funds and exchange-traded funds (ETFs), initial public offerings, preferred stock and other preferred securities, American depositary receipts (ADRs), real estate investment trusts (REITs), master limited partnerships (MLPs) and private investments.

Westchester tailors its advisory services to the specific investment objectives, policies and restrictions, if any, of each Fund as set forth in the relevant prospectus, prospectus supplement, statement of additional information, sub-advisory contract, investment guidelines and other governing documents pertaining to each Fund (collectively, the “Fund Documents”). Investment advice is provided in respect of each Fund, and not individually to investors in the Funds. Each Fund is subject to the investment restrictions described, if applicable, in its Fund Documents. In addition, Westchester is an affiliate of Westchester Capital Partners, LLC, an investment adviser (“WCP”). WCP serves as the general partner of Westchester Capital Hudson Valley Partners, L.P., a Delaware limited partnership (“HVP”), and the manager of Westchester Capital Master Trust, a Bermuda trust (the “Master Fund”), a master-feeder structure in which HVP is a feeder fund to the Master Fund. As of December 31, 2025, Westchester managed approximately $2,884,100,000 in client assets on a discretionary basis and did not manage any assets on a non-discretionary basis.

This section describes our basic fee schedule. Westchester reserves the right to negotiate all fees based on individual client considerations, including but not limited to, number and frequency of reports and client meetings, individual security investments versus common or collective funds or mutual funds, investment guidelines and restrictions, and account size. We believe that our fees are competitive with those charged by other investment advisers for comparable services, but other firms may offer similar services for lower fees. The fees Westchester receives for sub-advisory services provided to the Funds are separately negotiated between Westchester and the unaffiliated or affiliated investment adviser and/or Fund and fixed at the time each Fund’s sub-advisory agreement is entered into. Fees typically are based on a percentage of assets under management. With respect to TMF, VL, EDF and CEF, Westchester receives 50% of the net advisory fee paid by such funds to the affiliated investment adviser. With respect to non-affiliated sub-advised funds, Westchester is paid a sub-advisory fee at an annual rate ranging from 0.75% to 0.90% of the average daily net assets of such non-affiliated sub-advised funds. The sub-advisory fee accrues daily and is paid monthly. Shareholders invested in a Fund subadvised by Westchester should refer to the Fund’s Prospectus for more detail regarding the Fund’s applicable fees. Our fees are exclusive of brokerage commissions, transaction fees, and other related costs and expenses which will be incurred by the client. Please refer to Item 12 – Brokerage Practices for more information on our brokerage practices. Our clients may also incur certain charges imposed by custodians, brokers and other third parties such as but not limited to fees charged by managers, custodial fees, deferred sales charges, transfer taxes, wire transfer and electronic fund fees, and other fees and taxes on brokerage accounts and securities transactions. Mutual funds, closed-end funds, ETFs and alternative investments have their own operating expenses, including compensation paid to their advisers and other service providers as well as other expenses and fees. This information is disclosed in the specific fund’s prospectus or offering documents.

Subject to client-imposed restrictions if any, Westchester may invest or recommend investment in open-end and closed-end registered investment companies, ETFs and other pooled investment vehicles. When Westchester invests client assets in these investment vehicles, unless otherwise agreed and where permitted by applicable law, a Fund may bear its proportionate share of fees and expenses as an investor in the investment vehicle in addition to Westchester’s subadvisory fees. The investment vehicle’s prospectus, offering documents or other disclosure documents contain a description of its fees and expenses. From time to time, one or more funds subadvised by Westchester may invest a portion of its assets in one or more affiliated funds to gain exposure to its investments. Investors in such funds will not be charged duplicate advisory fees. Account assets invested in an affiliated fund are not subject to the account level investment advisory fee. Those assets are only subject to the fund’s internal investment management fees (and other charges) applicable to investors as stated in the current prospectus. Our sub-advisory contracts provide for termination without penalty (generally with a sixty-day notice) by the client, adviser or subadviser and termination in the event of an assignment (as such term is defined in the Investment Company Act of 1940). Some of Westchester’s affiliated persons accept compensation via an internal sales bonus for the sale of securities or other investment products, including from the sale of affiliated mutual funds which pay Westchester an advisory fee. This practice presents a conflict of interest and gives Westchester and its affiliated persons an incentive to recommend investment products based on the compensation received, rather than on a client’s needs. Westchester addresses conflicts that arise, including disclosing the conflicts to clients. The Firm’s affiliated persons do not typically talk with or promote products to individuals, but rather, talk with platform partners and advisers about potential investments and those firms’ supervised persons have the responsibility of assessing the needs of the end client. The Firm’s affiliated persons do talk directly with institutional prospects and/or institutional clients. Shareholders have the option to purchase investment products that we recommend through other brokers or agents that are not affiliated with Westchester.

Methods of Analysis Westchester employs an event‑ and catalyst‑driven, bottom‑up research approach supported by qualitative analysis and a proprietary quantitative model. Investment opportunities are sourced through ongoing monitoring of regulatory filings, news media, internal and third‑party research, electronic databases, and valuation metrics across multiple sectors. The investment team also leverages discussions with industry participants, legal and regulatory advisers, sell‑side research analysts, and company management. A significant component of the research process involves analysis of transaction agreements or other governing documents that define the terms, conditions, and requirements of the relevant corporate or event‑driven situation, such as mergers, restructurings, litigation outcomes, regulatory approvals, or other corporate actions. These documents are reviewed, where available, to evaluate factors that may influence the structure and progression of the event. Westchester’s proprietary quantitative model supports the qualitative process by allowing investments with varying characteristics to be evaluated in a consistent manner. Quantitative analysis is used to consider portfolio composition, diversification attributes, liquidity characteristics, sensitivity to different market conditions, and position sizing, supporting disciplined and repeatable portfolio construction and instrument selection. Investment decisions are based on independent research, clearly defined transaction catalysts, and ongoing assessment of transaction‑specific risks, including the risk that a transaction may be delayed, restructured, or

terminated. The risk-reward characteristics of each event-driven opportunity are assessed on an ongoing basis. Investment Strategies Merger Arbitrage The merger arbitrage strategy seeks to generate returns by investing in companies involved in publicly announced mergers, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations, and other corporate reorganizations. Merger arbitrage is a highly specialized investment approach generally designed to profit from the successful completion of such transactions. Although a variety of strategies may be employed depending upon the nature of the reorganizations selected for investment, the simplest form of merger-arbitrage activity involves purchasing the shares of an announced acquisition target at a discount to their expected value upon completion of the acquisition. The size of this discount, known as the arbitrage “spread,” may represent the potential return on the investment. Event-Driven The event-driven strategy seeks to invest in companies involved in identifiable corporate events or special situations that may affect the value of their securities. The strategy focuses on investment opportunities arising from events such as reorganizations, spin‑offs, recapitalizations, mergers, acquisitions, late‑stage bankruptcies, share buybacks, regulatory developments, or other corporate actions or strategic alternatives. Westchester may utilize a range of event‑driven approaches, including special situations strategies (such as capital structure arbitrage and convertible arbitrage), distressed or restructuring strategies, and option income strategies. Credit Event The credit event strategy is an opportunistic fixed‑income strategy that primarily invests in catalyst‑driven corporate debt, including merger‑ and event‑related credit, later‑stage distressed and restructuring situations (including pre‑ and post‑bankruptcy), relative‑value opportunities such as discounted closed‑end funds, and other thematic, event‑driven credit investments. The strategy seeks to generate income through coupon payments received during the event period and capital appreciation through the realization of investment value upon the occurrence or resolution of identified corporate events. Investments are made opportunistically across the capital structure to seek to exploit perceived pricing inefficiencies or arbitrage opportunities. This strategy may include investments in fixed and floating rate instruments of any credit quality or maturity, including below investment grade securities, bank debt, preferred stock, discounted closed‑end funds, liquidating instruments, and other rate‑of‑return‑oriented investments. As part of these strategies, investments may be diversified across companies, sectors, asset classes, and geographic regions. The Funds may employ a variety of techniques to seek to manage issuer‑specific, market‑related, or transaction‑related risks, including selling short the securities of an acquiring company and the purchase or sale of put and call options. The Funds may also enter into derivative transactions or purchase or sell other instruments for hedging purposes, duration or volatility management, or to adjust exposure to particular issuers, sectors, or asset classes. For example, Westchester may seek to hedge a Fund’s portfolio against a decline in the value of its

portfolio securities or a decline in the market generally by purchasing put options. The strategy permits investments across multiple levels of an issuer’s capital structure and may include investments in domestic, cross‑border, and international transactions. Certain Funds may invest in other investment companies, including closed-end funds and ETFs. To the extent that a Fund invests in shares of another investment company or ETF, it bears its proportionate share of the expenses of the underlying investment company or ETF and is subject to the risks of the underlying investment company’s or ETF’s investments. The Funds may engage in active trading and may invest a portion of their assets to seek short-term capital appreciation. Certain Funds invest in fixed and floating rate income investments of any credit quality or maturity, including below investment grade bonds (commonly known as “junk bonds”), bank debt and preferred stock and option writing strategies, including, for example, where that Fund writes call options on its portfolio securities or a market index that is representative of its portfolio with the expectation of generating additional income. The success of the strategies will depend upon, among other things, Westchester’s skill in evaluating the likelihood of the various potential outcomes and the market’s reaction to those outcomes. Risks of Loss and Other Risks Each Fund’s Fund Documents include a summary of the Fund’s principal investment strategies and principal risks. Investing in securities involves risk of loss that clients should be prepared to bear. The investment performance and the success of any investment strategy or particular investment can never be predicted or guaranteed, and the value of a client’s investment will fluctuate due to market conditions and other factors. Many factors may affect the Funds’ net asset values and/or performance, including the following: Convertible Security Risk – Convertible securities are hybrid instruments that combine characteristics of debt and equity, including convertible bonds, notes, debentures, preferred stock, and other equity‑linked instruments that may be converted into or exchanged for a prescribed amount of common stock or other security of the same or a different issuer or into cash at a specified price or formula, either at maturity or upon the occurrence of certain events. A convertible security generally entitles the holder to receive interest paid or accrued on debt instruments or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Convertible securities are subject to the risks associated with both debt and equity securities. They generally offer lower interest or dividend yields than comparable non‑convertible debt securities and may be subject to call or mandatory conversion features that require conversion, redemption, or sale at a time or price that is unfavorable. Changes in interest rates, credit spreads, market volatility, issuer fundamentals, capital structure, and equity price movements may cause the value

of convertible securities to fluctuate. While convertible securities are typically senior to equity in an issuer’s capital structure and therefore may present less risk than equity securities, they remain exposed to credit risk, liquidity risk, valuation risk, and the risk of dilution upon conversion. In stressed market conditions, convertible securities may trade more like equity securities and experience heightened price volatility. Counterparty Risk – To the extent a Fund enters into transactions with counterparties, including derivatives transactions, the Fund is exposed to the risk that a counterparty may be unable or unwilling to perform its obligations in a timely manner. If a counterparty fails to meet its contractual obligations, goes bankrupt or otherwise experiences a business interruption, a Fund could miss investment opportunities or otherwise hold investments it would prefer to sell, resulting in losses for such Fund. Counterparty risk may be heightened for transactions with longer maturities or where exposures are concentrated with a limited number of counterparties. There is neither an explicit limit on the amount of exposure that a Fund may have with any one counterparty nor a requirement that counterparties maintain a specific rating by a nationally recognized rating organization in order to be considered for potential transactions. To the extent that Westchester’s view with respect to a particular counterparty changes (whether due to external events or otherwise), existing transactions are not required to be terminated or modified. Certain derivatives transactions are entered into on an over‑the‑counter basis and may involve greater counterparty risk than exchange‑traded derivatives. A Fund is subject to the risk that a counterparty will not settle a derivative in accordance with its terms because of a dispute over the terms of a contract (whether or not bona fide) or because of a credit or liquidity problem. If a counterparty’s obligations are not fully collateralized, the Fund may be exposed as an unsecured creditor and may not be able to recover all amounts owed in the event of a default. Significant exposure to a single counterparty increases a Fund’s counterparty risk. Even where collateral arrangements are in place, risks remain, including the possibility that collateral is insufficient, not promptly posted, or subject to legal, operational, or valuation disputes. For derivatives that are centrally cleared, counterparty risk is generally transferred to a clearinghouse, but this structure introduces additional risks. Clearing members typically hold customer assets in omnibus accounts, and in the event of a clearing member’s insolvency or failure to comply with applicable regulations, the Fund’s ability to recover margin or receive variation margin payments may be adversely affected. In addition, the concentration of cleared derivatives exposures among a limited number of clearinghouses may increase systemic risk. The Fund’s ability to exercise contractual remedies, such as termination, netting, or realization on collateral, may be limited by insolvency laws or special resolution regimes in the United States or other jurisdictions, which may provide authorities with broad powers to intervene in the resolution of financial institutions. Such regimes could result in delays, reductions, or other limitations on the Fund’s ability to enforce its rights against a counterparty. Debt Securities Risk – Debt securities are subject to a variety of risks and may fluctuate in value or experience periods of reduced liquidity due to, among other factors, changes in interest rates, monetary policy actions, governmental or regulatory intervention, general economic and market conditions, industry‑specific developments, market sentiment, and the financial condition, credit

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Westchester serves as subadviser to certain investment portfolios of registered investment companies, including a family of mutual funds known as the Virtus Funds pursuant to a written subadvisory agreement with Virtus Investment Advisers, LLC. Westchester also serves as subadviser to non-affiliated funds including JNL, JARB and PRIN.

Westchester is an affiliate of WCP, an investment adviser since 1996, which provides investment advice as (i) the general partner of HVP and (ii) the manager of the Master Fund, a master-feeder structure in which HVP is a feeder fund to the Master Fund. The Master Fund engages in merger arbitrage and event-driven strategies. WCP does not charge any fee to the Master Fund for its services. Instead, fees are paid at the feeder fund level as described below. WCP charges HVP a 1.0% management fee which is accrued and calculated monthly and payable in arrears as of the last day of each calendar quarter. In addition, WCP is entitled to an incentive allocation, which is an amount, paid annually, equal to 20% of the net profits of HVP, if any, during each fiscal year (subject to recoupment of each applicable limited partner’s prior cumulative net loss).

Roy D. Behren and Michael T. Shannon are Co-Presidents and Co-Chief Investment Officers of Westchester and WCP. The fact that Westchester’s and WCP’s portfolio managers manage accounts that are charged a performance-based fee and accounts that are charged an asset-based fee (and accounts that are charged fees at different rates) creates the potential for a conflict of interest, since receipt of a portion of any profits with respect to Westchester-advised and WCPadvised accounts that are charged a performance-based fee (or a fee at a higher rate) could, in theory, create an incentive to favor such accounts (e.g., by allocating to them the most favorable investment opportunities or by allocating more resources and time to managing those accounts). However, Westchester believes that any conflicts of interest are mitigated, at least in part, for the following reasons: (i) the Funds and the Master Fund all may engage in merger arbitrage and other event-driven strategies and, in many respects, are managed in a similar fashion; (ii) Westchester and WCP follow written trade allocation procedures designed to allocate securities purchases and sales among the Funds and the Master Fund in a fair and equitable manner over time; and (iii) all allocations are subject to review by Westchester’s and WCP’s Chief Compliance Officer.

Westchester has material relationships with its affiliates, as described below. Westchester is a wholly owned subsidiary of Virtus Partners, Inc. (“VPI”), 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’s indirect, wholly owned affiliates, including Westchester. The following advisers are all subsidiaries of VPI and are affiliates of Westchester:

AlphaSimplex Group, LLC Ceredex Value Advisors LLC Duff & Phelps Investment Management Co. Kayne Anderson Rudnick Investment Management, LLC Keystone National Group, LLC NFJ Investment Group, LLC Seix CLO Management LLC Silvant Capital Management LLC Sustainable Growth Advisers, LP Virtus Advisers, LLC Virtus Alternative Investment Advisers, LLC Virtus Capital Advisers, LLC Virtus Fixed Income Advisers, LLC (divisions include Newfleet Asset Management, Seix Investment Advisors, and Stone Harbor Investment Partners) Virtus Global Partners PTE. LTD. Virtus International Fund Management Limited Virtus International Management LLP Virtus Investment Advisers, LLC Westchester Capital Partners, LLC Zevenbergen Capital Investments LLC

Westchester has been engaged by VIA to provide subadvisory services with respect to certain open-end funds managed by VIA (such funds, “Virtus Funds”), and additional relationships of that nature may be entered into by Westchester in the future. Westchester’s compensation for such arrangements is typically structured as a percentage of the overall management fee paid by the fund to the affiliated investment adviser. In providing services to its clients, Westchester utilizes the personnel and/or services of one or more of its affiliates in the performance of its business, including, without limitation, back office operations, legal and compliance, finance and accounting, portfolio execution and trading, marketing, sales, information technology and human resources. These services may be provided through arrangements that take a variety of forms, including dual employee or delegation arrangements, formal sub-advisory or servicing agreements, or other formal and informal

arrangements among Westchester and its affiliates. When Westchester uses the personnel or services of an affiliate to provide services to Westchester’s clients, Westchester remains responsible for the account from a legal and contractual perspective. No additional fees are charged to the client for such services except as set forth in the client’s applicable investment management or other agreement. Westchester is not registered, and does not have an application pending to register, as a brokerdealer. However, an affiliate of Westchester, VP Distributors, LLC (“VPD”), is a registered broker-dealer. VPD is a limited purpose broker-dealer that serves as principal underwriter and distributor of certain open-end mutual funds and ETFs managed by VIA and/or its affiliated investment advisers. Certain employees of VPD promote the services of Westchester as well as the products managed by Westchester. When Westchester pays a fee to VPD for the efforts of VPD’s employees to promote Westchester’s services, VPD is considered a third-party promoter for Westchester as discussed in Item 14 below. Certain employees of a related person of Westchester, Virtus International Management, LLP (“Virtus International”), also promote the services of Westchester. Virtus International’s representatives are permitted to introduce Westchester's 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 Westchester and certain of its affiliates to institutional entities, sovereign wealth funds, and other foreign official institutions. Westchester is not registered, and does not have an application pending to register, as a futures commission merchant, a commodity pool operator, or a commodity trading advisor. Certain of Westchester’s affiliated investment advisers are registered as commodity pool operators or commodity trading advisors in connection with their management activities. Virtus and its affiliates, including Westchester, are subject to information barriers that restrict prohibited communications and other information sharing between affiliates. Westchester is aware of, and has procedures to manage its fiduciary duties and any potential conflicts that may arise related to providing services through affiliates.

Code of Ethics We endeavor to ensure that the investment management and overall business of the firm complies with both our firm and Virtus (parent) policies and applicable U.S. federal and state securities laws and regulations. We have adopted the Virtus Code of Conduct and the Code of Ethics (the “Codes”) in accordance with Rule 204A-1 of the Investment Advisers Act of 1940, as amended.

The Codes have been reasonably designed to prevent and detect possible conflicts of interest with client trades. Compliance with the Codes is a condition of employment. All of our supervised persons must acknowledge terms of the Codes, annually, or as amended. Any employee found to have engaged in improper or unlawful activity faces appropriate disciplinary action. Each employee is responsible for ensuring that they and those they manage conduct business professionally and comply with our firm’s policies and procedures. Employees must immediately report (to their supervisor, a compliance officer or corporate legal counsel) their knowledge of any wrongdoing or improper conduct. Failure to do so may result in disciplinary action being taken against that individual. Our reporting procedures are supported by a telephone number and similar on-line reporting technology available 24-hours/day to any employee to confidentially report, or request assistance concerning possible violations of the Codes and other firm policies. This technology and reporting platform is administered by an independent, third-party. Our officers and employees are encouraged to invest in shares of investment products that we and/or our affiliates advise. Subject to limitations described herein and set forth by our Codes, our officers and/or associated personnel may buy, hold, or sell the same investments for their own accounts as are held or to be held or sold for a client account and they may engage in the following:

Recommend that clients buy or sell securities or investment products in which we or a related person have some financial interest; and/or Buy or sell securities or investment products that our firm and/or our officers and associated personnel or a related person recommends to our clients.

Our Codes are designed to prevent and detect conflicts of interest regarding the above. None of our officers, Access or Advisory persons may buy or sell any security or any option to buy or sell such security, such that they hold or acquire any direct or indirect beneficial ownership as a result of the transaction, if they know at the time of such transaction that such a security or option is being bought, sold, or considered for purchase or sale for a client account, unless one or more of the following conditions exist:

They have no influence or control over the transaction from which they will acquire a beneficial interest; The transaction is non-volitional on their part or the client’s; The transaction is a purchase under an automatic dividend reinvestment plan or pursuant to the exercise of rights issues, pro-rata to them and other holders of the same class of the issuer’s securities; or They have obtained, in advance, approval from someone authorized to grant such approval when circumstances indicate no reasonable likelihood of harm to the client or violation of applicable laws and regulations.

Code of Conduct The Virtus Code of Conduct directs our employees’ conduct in the following areas:

Compliance with Applicable Laws, Rules and Regulations

Insider Trading Conflicts of Interest and Related Party Transactions Corporate Opportunities Fair Dealing Protection and Proper Use of Company Assets Confidentiality Recordkeeping Interaction with Government Officials and Lobbying Contract Review and Execution Company Disclosures and Public Communications Information Protection Policies Human Resource Policies Use of Social Media Intellectual Property Designation of Compliance Officers Seeking Guidance About Requirements of the Code Reporting Violations Waivers, Discipline and Penalties

Code of Ethics Employees are categorized as either Supervised, Access or Advisory Persons under our Code of Ethics. All Supervised Persons are required to comply with the following:  • Instruct their brokers to directly provide our Compliance Department with duplicate copies of brokerage statements and trade confirmations or the electronic equivalent; • Provide Initial Holdings Reports, Quarterly Transaction Reports, and Annual Certification and Holdings Reports, which our Compliance Department reviews for trading activity; and • Conduct their personal transactions consistent with the Code of Ethics and in a manner that avoids any actual or potential conflict of interest. In addition to the above, those employees classified as Access Persons are further required to comply with the following:

Pre-clear all non-exempt transactions with respect to which an employee is beneficial owner in order to prevent the employee from buying or selling at the same time as the firm; and Hold all covered securities no less than 30 days.

Employees classified as Advisory Persons are further prohibited from directly or indirectly acquiring or disposing of a security on the date of, and within seven calendar days before and after the portfolio(s) associated with that person’s portfolio management activities.

Any covered employee not in observance of the above may be subject to a variety of disciplinary actions. Other Related Policies and Procedures We have adopted the Insider Trading Policy and Procedures designed to mitigate the risks of our firm and its employees misusing and misappropriating any material non-public information that they may become aware of, either on behalf of our clients or for their own benefit. Personnel are not to divulge or act upon any material, non-public information, as defined under relevant securities laws and in our Insider Trading Policy and Procedures. The policy applies to each of our Supervised, Access and Advisory Persons and extends to activities both within and outside their duties to our firm, including for an employee’s personal account. In addition to the above, our policies set limitations on and require reporting of gifts, entertainment, business meals, sponsorships, business building and charitable donations, whether given or received. Generally, our employees are prohibited from accepting or providing gifts or other gratuities from clients or individuals seeking to conduct business with us in excess of $250. Our personnel may, under certain conditions, be granted permission to serve as directors, trustees, or officers of outside organizations. Prior to doing so, approval must be provided by Compliance. A complete copy of our Code of Conduct and/or our Code of Ethics is available by sending a written request to Westchester Capital Management, LLC, Attn: Chief Compliance Officer, 100 Summit Lake Drive, Valhalla, NY 10595 or by contacting us at 914-741-5600. Participation or Interest in Client Transactions Westchester and its affiliates act as investment adviser and/or subadviser to numerous client accounts, including Virtus Funds. Westchester may give advice and take action with respect to any funds or accounts it manages that may differ from action taken by Westchester on behalf of other funds or accounts. As these situations may represent a potential conflict of interest, Westchester has adopted restrictive policies and procedures, wherever deemed appropriate, to seek to detect and mitigate or prevent potential conflicts of interest. Westchester is not obligated to recommend, buy or sell, or to refrain from recommending, buying or selling, any security that Westchester, its affiliates or their respective Access Persons, as defined by the Investment Company Act of 1940, as amended, and by the Investment Advisers Act of 1940, as amended, may buy or sell for its or their own account or for the accounts of any other client. Westchester is not obligated to refrain from investing in securities held by Funds or accounts that it manages except to the extent that such investments violate the Code adopted by Westchester. From time to time, Westchester, its officers and employees may have interests in securities owned by or recommended to Westchester’s clients. This includes interests in funds that may invest directly or indirectly, in securities of issuers which Westchester or its affiliates may purchase. As these situations may represent a potential conflict of interest, Westchester has adopted procedures relating to personal securities transactions and insider trading, that are reasonably designed to prevent actual conflicts of interest.

In addition, the existence of business relationships and investment practices creates the potential for conflicts of interest. Westchester has adopted restrictive policies and procedures wherever deemed appropriate, to seek to detect and mitigate or prevent potential conflicts of interest. Certain known conflicts and Westchester’s handling of such conflicts are disclosed below. Westchester, directly or through VIA, may manage simultaneously parallel accounts in some cases with the same portfolio managers, with similar objectives, but with differing fees to VIA or Westchester. Westchester’s policy is to manage each account independently and fairly, and recognizes and seeks to control the conflicts of interests inherent in such practices. Virtus Shared Services, who provide administrative services to Westchester, also will have information about Westchester investments. Some Westchester officers also have officer titles at other Westchester affiliates. Westchester has a policy of not purchasing or recommending the purchase of securities issued by its parent company, Virtus. To the best of its abilities, Westchester reviews and monitors each individual situation to ensure that all clients are adequately protected against conflicts of interest. With respect to voting proxies for any such companies, Westchester follows the conflicts provisions described in its Proxy Voting policy designed to eliminate or minimize any such conflict. For more information, see Item 17 – Voting Client Securities.

In selecting a broker-dealer to execute any given transaction, Westchester will seek “best execution” of the transaction except to the extent it may be permitted to pay higher brokerage commissions in exchange for brokerage and research services (as discussed below). Best execution is not limited solely to the consideration of the best available commission rate. In determining whether a particular broker or dealer is likely to provide best execution in a particular transaction, Westchester may take the following factors, among other things, into consideration: the best net price available; the reliability, integrity and financial condition of the broker or dealer; the size of and difficulty in executing the order; and the value of the expected contribution of the broker or dealer to the investment performance of each Fund on a continuing basis. Westchester’s Chief Compliance Officer meets periodically with investment personnel to review the performance of broker-dealers, the services being provided by broker-dealers, and the fees being paid for those services to evaluate whether Westchester is satisfying its best execution obligations. Research and Other Soft-Dollar Benefits Westchester and WCP may receive research or brokerage services other than execution from a broker-dealer or third party in connection with client securities transactions. These are known as “soft dollar” benefits. Westchester may cause the Funds to pay commissions higher than those charged by other broker-dealers in return for soft dollar benefits if Westchester determines in good

faith that such commissions are reasonable in relation to the value of brokerage, research and other services provided, either in terms of the particular transaction or Westchester’s overall responsibilities for accounts over which Westchester exercises investment discretion. When Westchester uses client brokerage commissions to obtain research or other products or services, Westchester receives a benefit because it does not have to produce or pay for the research, products or services. Westchester may have an incentive to select or recommend a broker-dealer based on Westchester’s interest in receiving the research or other products or services, rather than on Westchester’s clients’ interest in receiving most favorable execution. Westchester typically advises Funds that pursue merger arbitrage and other event-driven investment strategies and often aggregate their trading activities. Accordingly, soft dollar benefits often are useful in managing all or a number of Westchester-advised Funds or other accounts. It is, therefore, typically not practicable for Westchester to allocate soft dollar benefits proportionately to the soft dollar credits each account generates. Some of the services received as a result of Fund transactions may benefit accounts other than the Fund that generated the credits. Brokerage and research services provided by brokers falling within the Section 28(e) safe harbor during the current year and last fiscal year includes, but is not limited to, proprietary research and research created or developed by a third-party that provides information regarding the economy, industries, sectors of securities, individual companies, federal and state legislative and regulatory developments and other developments that could affect the value of companies in which Westchester has invested or may consider investing, statistical information, technical market action, pricing and appraisal services, risk-measurement analysis and performance analytics. Such research services are received primarily in the form of written reports, telephone contact and personal meetings with securities analysts, industry experts, law firms or company management. In addition, such research and brokerage services can be provided in the form of access to various computer-generated data and access to investment-related conferences and seminars. Brokerage and research services received also include quotation equipment and services and software to assist Westchester to initiate and execute orders. Additionally, in allocating portfolio brokerage, Westchester may select broker-dealers who also provide brokerage, research and other services that may be useful to other accounts over which Westchester or WCP exercises investment discretion. Trade Aggregation When a Fund and the other accounts over which Westchester or WCP exercises investment discretion are engaged in the simultaneous purchase or sale of the same securities, Westchester and WCP may aggregate the orders. Westchester believes that such bunching generally facilitates the timely and efficient execution of trades. Moreover, Westchester may be able to execute bunched orders at more favorable prices than would be realized when effecting a number of individual, sequential purchase or sale transactions. As a result of the practice of bunching orders, however, Westchester and WCP often must allocate purchases and sales of securities among different client accounts. Westchester maintains a policy of allocating the executions in a manner which seeks to treat all the accounts involved fairly and equitably over time. See Allocations of Investment Opportunities Among Funds below.

Allocation of Investment Opportunities Among Funds In connection with its investment activities, Westchester may encounter situations in which it must determine how to allocate investment opportunities among a Fund and the other accounts over which Westchester or WCP exercises investment discretion. In recognition of its fiduciary duties, it is the policy of Westchester to allocate such investment opportunities on an equitable basis and in accordance with the written policies and procedures relating to the allocation of investment opportunities Westchester has adopted. Typically, in order to address potential conflicts of interest associated with the aggregation of trades for multiple Funds or accounts, Westchester, in conjunction with WCP, where applicable, will determine how an aggregated trade will be allocated among eligible Funds and/or accounts either (i) before or (ii) at the time the trade order is entered, where practicable. The pre-allocation of trades may not be practical or possible, for instance, due to the type of trade or the multiple legs involved in creating a certain position. In those situations, Westchester and WCP will use certain regular methods of order allocation (“Default Methodologies”) to allocate the investment opportunity. The Default Methodologies include allocating the investment opportunity pro rata among eligible Funds based on each eligible Fund’s (i) total assets, (ii) existing position in the relevant security (or securities, as the case may be), or (iii) for forward currency contract trades, pro-rata based on the allocation of the corresponding trade(s) that the forward currency contract trade is hedging. Allocations made using Default Methodologies may vary from pro rata if the risk/return profile differs amongst the eligible Accounts. The application of the Default Methodologies may result in allocation on a non-pro rata basis and there can be no assurance that a Fund will participate in all investment opportunities that fall within its investment objectives. In addition, Westchester may also allocate an investment opportunity in any manner it reasonably believes is fair and equitable to the Funds. Allocation determinations are inherently subjective and give rise to conflicts of interest due to the inherent biases in the process. Westchester makes allocation determinations based solely on Westchester’s expectations at the time such investments are made, however investments and their characteristics may change and there can be no assurance that an investment may prove to have been more suitable for another Fund in hindsight. There can be no assurances that an investment opportunity that comes to the attention of Westchester and WCP will be allocated wholly or primarily to certain funds advised or sub-advised by them, with one or more Funds potentially being unable to participate in such investment opportunity or participating only on a limited basis. If, in the discretion of Westchester, a Fund should not participate in a particular investment opportunity for tax, regulatory or other reasons, such investment opportunity will not be allocated to such Fund. In addition, where more than one client of Westchester (or its affiliates), including a Fund, invests in the same investments, there can be no assurance that such parties will dispose of investments at the same time and on the same terms. Investments of different clients disposed of at different times will likely be disposed of at different valuations and, as a result, a Fund may realize different returns as compared to the same investment held by another client. These variations in timing may be detrimental to a Fund. At the same time, if Westchester determines it is advisable for a Fund to exit an investment at the same time as another client of Westchester or its affiliates, the term of which may expire sooner than the Fund’s, such Fund may dispose of its interest earlier than it

ordinarily would have and may, as a result, experience lower returns than it otherwise may have earned on such investments. Initial Public Offerings (IPOs) Westchester and WCP may be offered the opportunity to purchase securities offered in initial public offerings (also referred to as “new issue” securities) on behalf of the Funds or the Master Fund and based on, among other things, the trading activities or business relationships of the Funds or the Master Fund. Due to regulatory issues relating to the allocation of such offerings to pooled vehicles with certain investors, WCP does not expect to allocate any of those investment opportunities to the Master Fund with the exception of security types that are exempt from the new issue rules. Cross Transactions Westchester may engage in cross transactions with eligible advisory accounts and, if it does so, it will seek to comply with applicable disclosure and consent requirements associated with such transactions under the Investment Advisers Act of 1940. To reduce transaction costs and promote trading efficiency for its mutual fund clients, Westchester may engage in cross transactions consistent with procedures adopted pursuant to Rule 17a-7 under the Investment Company Act of 1940. Error Correction Although Westchester takes all reasonable steps to avoid errors in our trading process, occasionally errors do occur. It is our policy that trade errors be identified and resolved promptly and in a manner consistent with Westchester’s fiduciary duty to its clients. Consistent with this duty, the overriding goal in trade-error resolution is to seek to place the client in the same position that the client would have been in had the error not occurred. There is no single method of calculating gains, losses or compensation due as a result of a trade error. The determination of the method is highly dependent on the facts and circumstances of the error in question. Westchester will determine the most appropriate calculation methodology on a case-by-case basis in light of the specific facts and circumstances of each trade error.

Westchester and certain of its personnel provide services to Westchester’s affiliates, and Westchester receives services from its affiliates. Such services include investment advice for which the providing entity is compensated directly or indirectly by the receiving entity. As discussed in Item 10, above, Westchester has arrangements with affiliates whereby Westchester compensates those entities for referrals in certain circumstances. Such arrangements are commonly referred to as third party promoter agreements. The Investment Advisers Act of 1940, as amended, requires that when an affiliate acts as a third-party promoter for Westchester such affiliate discloses to the potential client that the promoter is affiliated with Westchester. The compensation paid by Westchester to affiliates for these third-party promoter agreements 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 Westchester that were referred by such employee(s), and in some cases the compensation also includes a percentage of affiliate’s costs with respect to employment of the individual(s). While Westchester currently does not compensate any unaffiliated third parties for client referrals, Westchester may have relationships with certain consulting firms and other intermediaries. For example, Westchester may, from time to time, purchase products or services, such as investment management performance data, from consulting firms. Westchester may, from time to time, pay a fee for inclusion of information about the firm in databases maintained by certain unaffiliated third party data providers that in turn make such information available to their investment consultant clients. The payments and benefits described in this paragraph could give the firms receiving them and their personnel an incentive to favor Westchester’s investment advisory services over those of firms that do not provide the same payments and benefits. Westchester or an affiliate may from time to time pay event attendance or participation fees, underwrite charitable or industry events or provide gifts of value to, or at the request of, an organization or individual that offers or includes products or services of Westchester or an affiliate in a particular program or refers or has referred a Client to Westchester. All such activities will be done in compliance with applicable law and Westchester’s Gifts and Entertainment policy. In addition, Westchester or any of its affiliates may enter into arrangements with, and/or make payments from their own assets to, certain intermediaries to enable access to Virtus 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 Westchester and its affiliates and/or their clients. Such arrangements or payments may establish contractual obligations on the part of such intermediary to provide Westchester’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, Westchester’s or its affiliates’ strategies or Virtus Funds to their clients in order to receive or continue to benefit from these arrangements from Westchester or its affiliates. The provision of these services, arrangements and payments described above by Westchester or its affiliates is only to the extent permitted by applicable law and guidance and is not dependent on the amount of Virtus Funds or strategies sold or recommended by such intermediaries, customers or clients of intermediaries, or such customers’ or clients’ service providers.

We are required to disclose all material facts regarding legal or disciplinary events that would be material to your evaluation of Westchester’s advisory business or the integrity of Westchester’s management. Westchester does not have any such legal or disciplinary events to report.

Portfolio managers for each investment discipline determine the specific securities purchased or sold within a portfolio based on the investment discipline’s philosophy and process, as well as the client’s investment policy guidelines. Portfolio managers are thoroughly familiar with the client’s organization, philosophy, investment guidelines and objectives and continually evaluate all client relationships and verify portfolios are continuously serviced, monitored and supervised. Virtus’ Investment Oversight Committee also provides investment oversight and analysis of Westchester activities, including performance attribution evaluation and analysis. Specific client guidelines and restrictions are coded into the compliance guideline system (Bloomberg’s CMGR) upon account opening and periodically reviewed and updated as

appropriate. The compliance guideline system is designed to screen individual transactions to prevent trade allocations to accounts that do not comply with specific client or Firm guidelines.

Westchester does not have custody of client funds or securities.

Westchester has discretionary authority to manage securities accounts on behalf of clients. Each Fund’s Fund Documents include a description of certain investment limitations applicable to the Fund. Prior to assuming discretion in managing clients’ assets, Westchester enters into an investment management agreement, subadvisory agreement or other agreement that explains the scope of Westchester’s discretionary authority.

Westchester has authority to vote client securities. Westchester has adopted Proxy and CorporateAction Voting Policies and Procedures that govern the voting of proxies for securities held by the Funds. Clients cannot direct Westchester how to vote in a particular solicitation. Westchester has full authority to vote proxies or act with respect to other shareholder actions on behalf of the Funds. Westchester’s primary consideration in voting proxies is the best interest of the Funds. The proxyvoting procedures address the resolution of potential conflicts of interest and circumstances under which Westchester will limit its role in voting proxies. Where a proxy proposal raises a material conflict between Westchester’s interests and a Fund’s interests, Westchester will resolve the conflict by following the policy guidelines. The proxy-voting guidelines describe Westchester’s general position on proposals. Westchester manages funds that pursue event-driven and/or merger arbitrage strategies, which are generally designed to profit upon the completion of a merger, reorganization or other corporate event. When Westchester determines that a proposal affects its investment thesis or a Fund’s investment objectives or strategies, Westchester will vote proxies in a manner consistent with its investment thesis and to seek to maximize the economic value of the investment for the Fund. Westchester may retain third-party services to provide research, summary information and/or recommendations with respect to proposals on which Westchester must vote on behalf of its Fund clients. Westchester utilizes a third-party service provider to assist with the ministerial act of voting proxies and reporting Westchester’s or a Fund’s proxy voting record. When securities are out on loan, they are transferred into the borrower’s name and are voted by the borrower, in its discretion. However, if Westchester has knowledge that an event will occur having a material effect on a Fund’s investment in a loaned security, Westchester may seek to call the loan in time to vote the securities or Westchester may seek to enter into an arrangement which

ensures that the proxies for such material events may be voted as Westchester believes is in the Fund’s best interests. There can be no assurance that Westchester will be able to call a loan in a manner that will allow Westchester to vote on the related proposal in a timely manner. Information regarding how Westchester voted proxies with respect to securities held by each of TMF, VL, EDF, JNL, CEF, JARB and PRIN, and a copy of Westchester’s Proxy and CorporateAction Voting Policies and Procedures are available upon request by calling (914) 741-5600 or sending an e-mail to compliance@mergerfund.com. Westchester also files its annual Form N-PX for executive compensation-related votes which is available on the SEC’s website at sec.gov. Virtus Mutual Fund shareholders: Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ending June 30 will be available free of charge by calling, toll-free, 888784-3863, or on the SEC’s Web site at www.sec.gov.

Registered investment advisers are required in this Item to provide you with certain financial information or disclosures about their financial condition. Westchester has no financial commitment that impairs its ability to meet contractual and fiduciary commitments to clients. Westchester does not require or solicit prepayment of advisory fees six months or more in advance. Westchester does not act as custodian for any client account. Westchester has not been the subject of a bankruptcy proceeding.