Duff & Phelps Investment Management Co.: investment adviser

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.

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.

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.

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.

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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Limited Offerings As part of our investment strategies, we may from time to time invest client assets in securities offered through public and private offerings, including 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 offerings”). Risks of Investing As with any investment, loss of principal is a risk of investing with any of the investment strategies described above. The value of securities in a portfolio can go up or down, sometimes rapidly or unpredictably. The value of securities in a portfolio can decline due to economic conditions, recessions, adverse investor sentiment, or local, regional, or global events such as war, acts of terrorism, the spread of infectious illnesses or other public health issues. During a general downturn in the securities markets, multiple asset classes can decline in value simultaneously. There is no guarantee that your portfolio will achieve its investment objective. The risks below are common to many of our strategies; additional risks may apply depending on the specific strategy, mandate and instruments used. The following list of common risk factors does not purport to be a complete list of all the risks involved in an investment strategy. Clients are encouraged to consult their own financial, legal and tax advisors regarding their unique circumstances. Credit Risk: There is a risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Debt instruments rated below investment-grade are especially susceptible to this risk. Concentration/Diversification Risk: If a relatively high percentage of an account’s assets are invested in securities of a limited number of issuers and/or investment sectors, an account will be more susceptible to any single, economic, political or regulatory occurrence than a more diversified portfolio. Currency Rate Risk: Foreign securities in which an account invests generally trade in currencies other than the U.S. dollar. As such, changes in currency exchange rates will affect the value of an account, the value of dividends and interest earned, and gains and losses realized on the sale of securities. Because the value of the account’s shares is calculated in U.S. dollars, it is possible for the account to lose money by investing in a foreign security if the local currency of a foreign market depreciates against the U.S. dollar, even if the local currency value of the account’s holdings goes up. Generally, a strong U.S. dollar relative to other currencies will adversely affect the value of the account’s holdings in foreign securities. Cyber Security Risk: Besides the risks associated to the value of investments, there are various operational, systems, information security and related risks involved in investing, including but not limited to “cybersecurity” risk. A breach in cybersecurity refers to both intentional and unintentional events that could cause an account to lose proprietary information such as misappropriating sensitive information, access to digital systems to obtain client and financial information, corrupting data, or causing operational disruption. Similar adverse consequences could result from cybersecurity incidents affecting counterparties with which we engage in transactions, third-party service providers (e.g., a client account’s custodian), governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers and other financial institutions and other parties. Derivatives Risk: Derivatives include, among other things, futures, options, forwards and swap agreements and could be used to hedge portfolio risks, create leverage, or to attempt to increase yield. Derivatives risk involves several factors that can affect the value and stability of investments. Derivatives, especially those that are privately negotiated, are often complex and valued subjectively. This makes it difficult to ascertain their risk and proper value. Using derivatives can increase the potential for losses and the volatility of returns. Derivatives are subject to the risk that the other party in the transaction will not fulfill its contractual obligations. Derivative contracts entered into for hedging 12 | P a g e

purposes may result in losses if they do not correlate with the assets, indexes, or rates they were designed to hedge. It is generally not possible to precisely match the foreign currency exposure of forward contracts to the value of the securities involved due to market fluctuations. Emerging Markets Risk: The risks of foreign investments are generally greater in countries whose markets are still developing than they are in more developed markets. Emerging market countries typically have economic and political systems that are less fully developed and can be expected to be less stable than those of more developed countries. For example, the economies of such countries can be subject to rapid and unpredictable rates of inflation or deflation. Since these markets are often small, they could be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. They may also have policies that restrict investment by foreigners, or that prevent foreign investors from withdrawing their money at will. Certain emerging markets could also face other significant internal or external risks, including the risk of war and civil unrest. For all of these reasons, investments in emerging markets could be considered speculative. Equity Securities Risk: Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to “stock market risk,” meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by a fund goes down, the value of the fund’s shares will be affected. Equity Real Estate Investment Trust (“REIT”) Securities Risk: Equity REITs are companies that own, operate, or finance income‑producing real estate and derive a significant portion of their income from rents and, in some cases, property sales. Investments in REITs and REIT‑like entities involve risks that differ from, and may be in addition to, those associated with direct investments in real estate. REITs are often exposed to concentration risk, as they may focus on specific property types, tenants, or geographic regions. As a result, adverse developments affecting a particular sector, tenant, or region may have a disproportionate impact on a REIT’s performance. REITs are also dependent on management skill, and certain REITs may be externally managed, which can present additional governance considerations and potential conflicts of interest. Many REITs use leverage and rely on access to capital markets to fund acquisitions, development, and the refinancing of existing debt. Consequently, REITs are sensitive to changes in interest rates, credit availability, and broader capital market conditions. Rising interest rates or constrained access to financing may increase borrowing costs, reduce cash flows, and negatively affect REIT valuations. Although REITs are publicly traded, their market prices may be volatile and can deviate significantly from the underlying value of the real estate assets they own, particularly during periods of market stress. In addition, REITs must satisfy certain income, asset, and distribution requirements to maintain their status as REITs for U.S. federal income tax purposes, and failure to do so could result in adverse tax consequences. ETF Risk: Exchange Traded Funds (“ETFs”) invest in a portfolio of securities designed to track a particular market segment or index. The risks associated with investing in ETFs generally reflect the risks of owning shares of the underlying securities the ETF is designed to track, although lack of liquidity in an ETF could result in its value being more volatile than the underlying portfolio of securities. Assets invested in ETFs incur a layering of expenses, including operating costs and advisory fees that fund shareholders indirectly bear; such expenses may exceed the expenses the fund would incur if it invested directly in the underlying portfolio of securities the ETF is designed to track. Shares of ETFs trade on a securities exchange and may trade at, above, or below their net asset value. Foreign Investment Risk: Investments in securities of non-U.S. issuers can involve more risk than those of U.S. issuers. These investments can fluctuate more widely in price and be less liquid due to market, economic, political, regulatory or other factors. Adverse currency exchange rates also present an added risk of loss. Geopolitical Risk: Geopolitical events such as armed conflict, political instability, sanctions, trade restrictions, or changes in government policy may increase market volatility, reduce liquidity, disrupt operations and settlement, and adversely affect asset valuations and investment performance, particularly for foreign or concentrated exposures. Infrastructure-Related Risk: Infrastructure‑related entities typically own or operate long‑lived assets that provide essential services, such as utilities, transportation, communications, and energy infrastructure. Investments in infrastructure‑related 13 | P a g e

entities are subject to general equity market risks, as well as risks specific to infrastructure assets. Infrastructure investments are often capital‑intensive and may rely on leverage and continued access to the capital markets. As a result, they can be sensitive to changes in interest rates, credit conditions, and refinancing risk. Higher financing costs or constrained access to capital may adversely affect cash flows, distributions, and valuations. Many infrastructure assets are subject to extensive governmental regulation, including regulation of rates, permitted returns, environmental compliance, and operational standards. Changes in regulatory frameworks, political priorities, tax laws, or public policy may negatively affect revenues, operating costs, or asset values. Infrastructure assets may also be exposed to operational risks, including service disruptions, environmental events, or physical damage, which could impair performance. Interest Rate Risk: The value of a fixed income strategy invested in debt securities will change as interest rates fluctuate. When interest rates decline, the values are expected to increase and vice versa. Lower- rated and comparable unrated debt securities are subject to greater risks of loss of income and principal than are higher-rated fixed income securities. Limited Offerings Risk. Limited offerings may involve greater risks than investments in more widely available securities. These risks may include limited liquidity, increased volatility, limited operating history of the issuer, reliance on information provided by issuers, underwriters, or placement agents, and the potential for greater price fluctuations following issuance. Because limited availability offerings may be offered to a restricted number of investors or in limited amounts, not all clients will have the opportunity to participate in these investments. The availability and size of any allocation may vary among client accounts, and there can be no assurance that any client will receive an allocation in a particular offering. Investments in limited availability offerings may result in increased portfolio turnover and associated transaction costs, including brokerage expenses. There can be no assurance that these investments will be profitable, and clients should be prepared to bear the risk of loss. Liquidity Risk: Liquidity risk exists when particular investments are difficult to purchase or sell illiquid or thinly traded securities, possibly preventing us from selling out of such illiquid securities at an advantageous price. Market Risk: The value of your portfolio’s assets will fluctuate as the stock or bond market fluctuates. The value of your investments can decline, sometimes rapidly and unpredictably, simply because of economic changes or other events that affect large portions of the market. Master Limited Partnership (“MLP”) Units Risk: An investment in MLP Units involves risks that differ from a similar investment in equity securities, such as common stock, of a corporation. Holders of MLP Units have the rights typically afforded to limited partners in a limited partnership. There are also certain tax risks associated with an investment in MLP Units; including but not limited to the fact that a change in current tax law or a change in the types of income earned by a given MLP could result in an MLP being treated as a corporation for United States federal income tax purposes, which would result in such MLP being required to pay United States federal income tax on its taxable income. Municipal Bond Risk. Municipal bonds are subject to credit risk, including the risk of issuer default or fiscal stress, as well as interest rate risk, liquidity risk, and the potential for early redemption. Changes in tax law, issuer finances, or economic conditions may adversely affect the value, income, or tax treatment of municipal bond investments. Natural Resources Risk: A portfolio’s investments in instruments issued by companies with business operations in or related to activities in natural resources industries, are likely to be significantly affected by events affecting those industries, including international political and economic developments, energy conservation, the success of exploration projects, commodity prices, taxes and other government regulations. Real Estate Investments Risk: Investments in companies that own, operate, or finance real estate (“Real Estate Companies”) are subject to risks associated with owning and operating real property. Real estate values and cash flows can be affected by general economic conditions, local and regional market dynamics, changes in interest rates, and shifts in supply and demand. Real Estate Companies may face concentration risk due to exposure to specific properties, tenants, property types, or geographic regions, and adverse developments affecting any of these factors may disproportionately impact performance. In addition, real estate investments often rely on debt financing and are sensitive to interest rates and capital market conditions, which may increase borrowing costs, constrain refinancing, and negatively affect property values and cash flows.

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Sustainable Investing Risk: If a portfolio focuses on investments in companies that the Adviser believes exhibit strong environmental, social, and corporate governance records, the portfolio’s universe of investments may be smaller than that of other portfolios and broad equity benchmark indices. Responsible investing factors may not be considered for every investment decision and there is no guarantee that the integration of responsible investing factors will result in better performance. Water-Related Risk: If a portfolio focuses its investments in water-related companies, it is particularly affected by events or factors relating to this sector, which may increase risk and volatility. Use of Artificial Intelligence (AI) Tools Risk: We use AI tools to support certain tasks like administration and researchrelated tasks such as summarizing public financial information with all investment decisions subject to human analysis and oversight. AI can pose a number of risks, including the risk that artificial intelligence–generated outputs used in investment research, administrative, or operational functions may be incomplete, inaccurate, or biased if not appropriately reviewed by Firm personnel.

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.

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.

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

participating accounts. All of the new issues purchased will be allocated, and there will be no de minimis allocation exceptions. Accounts with restricted brokerage are not eligible to participate in new fixed income issue offerings, unless the restricted broker is part of the underwriting syndicate and the amount allocated to that account will be distributed by the restricted broker. 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 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 could purchase securities sold in underwritten public offerings, such as deal securities and initial public offerings (“IPOs”) for client accounts, including affiliated and proprietary accounts. Deal securities and IPOs are generally allocated among participating accounts in a fair manner to avoid unfairly discriminating in favor of certain clients or types of accounts. 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. If in the interest of both clients, we could execute cross transactions according to applicable law and client- specific or investment company procedures. Client Directed Brokerage In some instances, clients direct us to place their orders or portion of their orders for their accounts through specific broker-dealers. We may deny client requests to direct brokerage, and we must accept direction before it becomes effective. Clients may request us to direct brokerage for reasons such as they have existing arrangements permitting offset of administration, accounting, custody, consultant or other fees relative to the brokerage transactions they handle. Directed brokers can also include brokers with whom clients custody their accounts and who impose a material fee on trades executed away from the broker (i.e., “trade away or step outs”). We are not required to execute any transaction through a directed broker if we reasonably believe that doing so could result in a breach of our fiduciary duty. By instructing Duff & Phelps to execute transactions through a particular broker-dealer, a client does not necessarily obtain commission rates and execution as favorable as those that would be obtained if we were able to place the transactions with other broker- dealers. Directed brokerage arrangements can adversely affect our ability to obtain volume discounts on aggregated orders or achieve best execution. We are not always able to include client-directed transactions when aggregating orders. In these transactions, the executing broker must agree to transfer the clientdirected portion of an aggregated order to the specified broker. If the executing broker does not agree to this transfer, the order for the same security on the client’s behalf is effected through the specified broker, and the cost of that transaction can be greater. Research and Other Soft Dollar Benefits Duff & Phelps executes transactions through broker-dealers that provide brokerage and research services consistent with Section 28(e) of the Securities Exchange Act of 1934. Such research services may include, among other things, information regarding the economy, industries, sectors of securities, individual companies, statistical information, taxation, political developments, legal developments, technical market action, credit analysis, pricing and appraisal services, risk measurement analysis, and performance analysis. These services are delivered through various channels, including written reports, telephone calls, personal meetings, video conferences and e-mails with security analysts and industry experts. In selecting brokers, the Adviser can pay commissions that are higher than those charged by other brokers for execution-only services. The Adviser believes that, in good faith, the commissions paid are reasonable in light of the value of the brokerage and research services provided, viewed in terms of the particular transaction or the Adviser’s overall responsibilities to its clients. 20 | P a g e

The receipt of research creates a conflict of interest, as it gives the Adviser an incentive to select brokers that provide such services. The Adviser seeks to manage this conflict by regularly reviewing execution quality, commission levels, and broker performance. The Brokerage Committee reviews research usage at least annually, including a broker-vote process evaluating the quality and value of research services. We consider the amount and nature of research and research services provided by brokers and the extent that we rely on such. We attempt to allocate part of the brokerage business to brokers based on that consideration. Actual allocation can vary from year to year as a result of our evaluations of all applicable considerations. We do not make binding commitments on the level of brokerage commissions we will allocate to a broker-dealer, nor will we commit to pay cash if informal targets are not met. Not all clients receive direct or proportionate benefits from research obtained through brokerage commissions, and the allocation of transactions among brokers may vary based on strategy, asset class, market conditions, or other factors the Adviser deems relevant. Certain accounts subject to the EU’s Markets in Financial Instruments Directive 2014/65/EU (“MiFID II”) may not permit the use of commissions to acquire research, and Duff & Phelps maintains controls to comply with such requirements. While it is our policy not to favor or disfavor consistently or consciously any clients or class of clients, there may be certain instances where some clients benefit from the research services utilized or purchased through brokerage commissions generated in connection with trades executed on behalf of other clients. We sometimes purchase new issues of securities for an account, in a fixed price offering. In these situations, the seller could be a member of the selling group that sells securities to clients and provide us with research. The Financial Industry Regulatory Authority has adopted rules expressly permitting these types of arrangements under certain circumstances. Generally, the seller will provide research credits at a rate that is higher than available for typical secondary market transactions. Trade Errors Duff & Phelps maintains policies and procedures that address the identification and correction of trade errors in client accounts. We employ a standard of care in the placement, execution and settlement of trades for client accounts, and in the event we breach this standard of care, we have an obligation to correct the error and will bear the cost of correcting the error. Duff & Phelps shall correct any trade errors that affect client’s accounts in an expeditious manner with no financial loss to our clients such that the client is placed in a position at least as favorable as if the error had not occurred. Client brokerage commissions and soft dollar arrangements are not used to correct trade errors. Cross Trades Although we do not seek to do so, we can engage in cross trades among eligible client accounts and will comply with applicable consent and disclosure requirements associated with such transactions under the Advisers Act . We also can engage in cross trades consistent with procedures adopted pursuant to Rule 17a-7 under the Investment Company Act of 1940 for mutual fund clients. Cross trades are executed only when in the best interest of both participating clients.

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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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.

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.

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.

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.