Westchester Capital Management, LLC: investment adviser

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.

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.

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.

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

quality, or perceived creditworthiness of the issuer. Periods of market stress or reduced liquidity may be accompanied by increased redemption activity, which could require a Fund to sell portfolio securities at unfavorable times or prices. During such periods, debt securities (particularly those that are less liquid, more complex, or thinly traded) may be difficult to value. Debt securities are subject to interest rate risk, which is the risk that when interest rates rise, the values of fixed income debt securities tend to decline. Debt securities have varying levels of sensitivity to changes in interest rates, and the values of securities with longer durations tend to be more sensitive to changes in interest rates. Rapid or unexpected changes in interest rates, including those driven by central bank policy actions or inflationary pressures, may increase volatility across fixed income markets. In addition, when interest rates decline, issuers may exercise redemption or call features, which could require a Fund to reinvest proceeds at lower yields and may adversely affect performance. Debt securities are also subject to credit risk, which is the risk that an issuer will be unable or unwilling to make timely payments of interest or principal. Deterioration in an issuer’s financial condition, actual or perceived increases in credit risk, ratings downgrades, or defaults may cause the value of a Fund’s fixed or floating rate securities to decline. Securities rated below investment grade (and unrated securities of comparable credit quality), commonly referred to as “high‑yield” or “junk” bonds, are speculative and generally involve greater credit risk, higher default rates, and greater price volatility than investment‑grade securities. Lower‑rated issuers are more vulnerable to adverse economic or industry conditions, and their securities may become illiquid or worthless. Investments in defaulted securities or obligations of distressed issuers, including issuers undergoing or expected to undergo restructuring or bankruptcy, are highly speculative and may be difficult to value or sell. Debt securities issued by companies involved in pending or anticipated corporate actions such as mergers, takeovers, restructurings, or other significant transactions, or securities that may be repaid or modified in connection with such events, may be affected by transaction‑specific risks. The market value of these securities may depend in large part on the likelihood, timing, and terms of the transaction, including the operation of change‑of‑control, redemption, or repayment provisions, that may entitle holders to receive par value or a specified amount upon completion of the event. Derivatives Risk – Derivatives transactions are contracts whose value is derived from the value of an underlying asset, index or rate, including futures, options, non-deliverable forwards, forward foreign currency exchange contracts and swap agreements. The use of derivatives involves risks that may be different from, and in some cases greater than, the risks associated with direct investments in securities. Derivatives can involve leverage, meaning that a relatively small investment may result in a disproportionately large exposure to market movements, magnifying both gains and losses. As a result, derivatives may increase the volatility of a portfolio and could lead to losses exceeding the amount initially invested. Derivatives may be difficult to value and may be subject to pricing inaccuracies, particularly for instruments that are privately negotiated, thinly traded, or complex. Valuation errors could result in unexpected losses or increased payment obligations. Derivative instruments may also be less

liquid than traditional securities, making it more difficult to close out positions at favorable prices or at all, especially during periods of market stress. The use of derivatives exposes accounts to counterparty risk, which is the risk that the other party to a derivative contract will be unable or unwilling to perform its obligations. In addition, certain derivatives may require the posting of margin or collateral and may give rise to ongoing payment obligations. In addition, some derivatives transactions may involve potentially unlimited losses. Derivatives used for hedging purposes may not perform as intended. Hedging transactions involve the risk that changes in the value of the derivative will not correlate as expected with changes in the value of the hedged investment, resulting in losses or reduced effectiveness. In regard to currency hedging using forward contracts, it is generally not possible to precisely match the foreign currency exposure of such foreign currency forward contracts to the value of the securities involved due to fluctuations in the market values of such securities and cash flows into and out of a Fund between the date a foreign currency forward contract is entered into and the date it expires. Derivatives are subject to extensive regulation, and regulatory requirements may change over time. For registered investment companies advised by the Adviser, the use of derivatives is subject to SEC Rule 18f‑4 under the Investment Company Act of 1940, which imposes limits on derivatives exposure, requires the adoption of a derivatives risk management program, and mandates oversight, reporting, and risk monitoring. Compliance with these requirements may limit investment flexibility, increase operational and compliance costs, or affect performance. Derivatives may also be subject to special and complex tax rules that could affect the timing, amount, or character of income, gains, or losses, and could result in adverse tax consequences to investors. A Fund’s use of derivatives may also increase the amount of taxes payable by shareholders or the resources required by a Fund or its Adviser or other service providers to comply with particular regulatory requirements. Distressed Securities Risk – Distressed securities risk refers to the uncertainty of repayment of defaulted securities and obligations of distressed issuers. Because the issuer of such securities is likely to be in a distressed financial condition, repayment of distressed or defaulted securities (including insolvent issuers or issuers in payment or covenant default, in workout or restructuring or in bankruptcy or insolvency proceedings) is subject to significant uncertainties. Insolvency laws and practices in foreign jurisdictions are different than those in the U.S. and the effect of these laws and practices may be less favorable and predictable than in the U.S. Investments in defaulted securities and obligations of distressed issuers are considered highly speculative. 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 may 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.

Event‑driven investments in emerging markets may be particularly sensitive to political, regulatory, or governmental actions that affect the timing, structure, or completion of transactions such as mergers, tender offers, restructurings, privatizations, or recapitalizations. Emerging market countries may also have policies that restrict investment by foreigners, or that prevent foreign investors from withdrawing their money at will. Certain emerging markets may also face other significant internal or external risks, including the imposition of sanctions and risk of war and civil unrest. For all of these reasons, investments in emerging markets may be considered speculative. To the extent that a Fund invests a significant portion of its assets in a particular emerging market, the Fund will be more vulnerable to financial, economic, political and other developments in that country, and conditions that negatively impact that country will have a greater impact on the Fund as compared with a Fund that does not have its holdings concentrated in a particular country. Foreign Investing Risk – Investments in foreign securities, including foreign companies and ETFs that invest in foreign issuers, involve risks that may be greater or different from those associated with investments in U.S. securities. These risks may arise from differences in political, economic, legal, regulatory, tax, and accounting systems, as well as market practices and investor protections. These risks can increase the potential for losses in a Fund and may include, among others, currency devaluations, currency risks (fluctuations in currency exchange rates), country risks (political, diplomatic, regional conflicts, terrorism, war, social and economic instability and policies that have the effect of limiting or restricting foreign investment or the movement of assets) as well as different trading and settlement practices, less government supervision, less publicly available information, limited trading markets and greater volatility than comparable investments in U.S. companies. A Fund’s investments in non-U.S. securities may be subject to withholding and other taxes imposed by countries outside the U.S., which could reduce the return on an investment in a Fund. Certain foreign issuers classified as passive foreign investment companies may be subject to additional taxation risk. Additionally, investments in securities denominated in foreign currencies are subject to the risk that those currencies will decline relative to the U.S. dollar. A decline in the values of foreign currencies relative to the U.S. dollar will reduce the values of securities held by a Fund and denominated in those currencies. Hedging Transactions Risk – The success of a Fund’s hedging strategy, if used, will be subject to Westchester’s ability to correctly assess the degree of correlation between the performance of the instruments used in the hedging strategy and the performance of the investments in the portfolio being hedged. Since the characteristics of many securities change as markets change or time passes, the success of a Fund’s hedging strategy will also be subject to Westchester’s ability to continually recalculate, readjust, and execute hedges in an efficient and timely manner. If Westchester’s assessments or calculations prove inaccurate, a Fund’s hedging strategy may prove ineffective and a Fund may incur greater losses than it otherwise would have incurred had such Fund not employed the hedging strategies. Hedging strategies in general are usually intended to limit or reduce investment risk, but also can be expected to limit or reduce the potential for profit or the opportunity for gain if the value of a

hedged portfolio position should increase. Further, hedging strategies may not perform as anticipated and may generate losses. Hedging against a decline in the value of a portfolio position does not eliminate fluctuations in the values of those portfolio positions or prevent losses if the values of those positions decline. Rather, hedging typically establishes other positions designed to gain from those same declines, thus seeking to moderate the decline in the portfolio position’s value. For a variety of reasons, Westchester may not establish a perfect correlation between such hedging instruments and the portfolio holdings being hedged. Such imperfect correlation may prevent a Fund from achieving the intended hedge or expose the Fund to risk of loss. In addition, it is not possible to hedge fully or perfectly against any risk, and hedging entails its own costs. Westchester may determine, in its sole discretion, not to hedge against certain risks and certain risks may exist that cannot be hedged. Furthermore, Westchester may not anticipate a particular risk so as to hedge against it effectively. In addition, hedging will generally require the use of a portion of a Fund’s assets for margin or settlement payments or other purposes. For example, a Fund from time to time may be required to make margin, settlement or other payments, including intra-month, in connection with the use of certain hedging instruments. Counterparties to any hedging transaction may demand payments on short notice, including intra-day. As a result, a Fund may liquidate assets sooner than it otherwise would have and/or maintain a greater portion of its assets in cash and other liquid securities than it otherwise would have, which portion may be substantial, in order to have available cash to meet current or future margin calls, settlement or other payments, or for other purposes. Moreover, due to volatility in the currency markets and changing market circumstances, Westchester may not be able to accurately predict future margin requirements, which may result in a Fund holding excess or insufficient cash and liquid securities for such purposes. Where a Fund does not have cash or assets available for such purposes, such Fund may be unable to comply with its contractual obligations, including without limitation, failing to meet margin calls or settlement or other payment obligations. If a Fund defaults on any of its contractual obligations, such Fund (and accordingly, its shareholders) may be materially adversely affected. Hedging activities involve additional expenses and the risk of loss when a hedge is unwound, especially in the case of reorganizations that are terminated. There is no assurance that any such hedging techniques will be employed by Westchester on behalf of a Fund or that any of those employed will be successful. Interest Rate Risk – Debt securities and preferred stocks are subject to interest rate risk, meaning their market values generally move inversely to changes in interest rates. Periods of rising or volatile interest rates, such as those driven by inflationary pressures, central bank policy actions, or changes in market expectations, may result in declines in the value of these securities. Securities with longer durations or lower coupons may be more sensitive to interest rate changes. In addition, rapid shifts in the shape of the yield curve may adversely affect valuations. Changes in interest rates may therefore negatively impact the value of a Fund’s investments in debt securities and preferred stocks and, as a result, the Fund’s share price. Large Shareholder Risk – Certain account holders may from time to time own or control a significant percentage of a Fund’s shares. A Fund may be subject to the risk that a redemption by large shareholders of all or a portion of their Fund shares or a purchase of Fund shares in large

amounts and/or on a frequent basis, including as a result of asset allocation decisions made by Westchester, will adversely affect such Fund’s performance if it is forced to sell portfolio securities or invest cash when Westchester would not otherwise choose to do so. This risk will be particularly pronounced if one shareholder owns a substantial portion of a Fund. Redemptions of a large number of shares may affect the liquidity of a Fund’s portfolio, increase the Fund’s transaction costs and/or lead to the liquidation of the Fund. Such transactions also potentially limit the use of any capital loss carryforwards and certain other losses to offset future realized capital gains (if any). Legal and Regulatory Risk – Legal, tax, and regulatory developments in the U.S. and non‑U.S. jurisdictions may materially affect a Fund’s investments, the timing and outcome of corporate events, and Westchester’s ability to implement event‑driven investment strategies. New (or revised) laws, regulations, or regulatory priorities, including those administered or enforced by the SEC, Commodity Futures Trading Commission, Internal Revenue Service, U.S. Federal Reserve, antitrust authorities, foreign investment review bodies, and other governmental or self‑regulatory organizations, may increase compliance costs, constrain portfolio construction, or adversely affect the value, liquidity, or expected returns of investments. Event‑driven strategies are particularly sensitive to changes in the regulatory and enforcement environment governing mergers, acquisitions, reorganizations, restructurings, bankruptcies, and other corporate transactions. Governmental authorities may challenge, delay, impose conditions on, or prohibit transactions based on antitrust, national security, foreign investment, tax, labor, or other policy considerations. Regulatory actions or shifts in enforcement priorities – whether anticipated or unexpected – may cause transactions to be modified, delayed for extended periods, or abandoned entirely, which may result in losses, reduced returns, or increased volatility for a Fund. Regulators globally have proposed and adopted measures intended to promote financial market stability that may limit or restrict the use of derivatives, leverage, short sales, or other instruments commonly used in event‑driven strategies, or may require changes to risk management, margining, or reporting practices. Westchester continues to evaluate such developments; however, there can be no assurance that these measures will not adversely affect a Fund’s ability to pursue its investment strategies or achieve its investment objectives. In addition, securities and futures markets are subject to extensive statutes, regulations, margin requirements, and exchange rules, and regulators and exchanges have broad authority to take extraordinary actions during periods of market stress, which may reduce liquidity, disrupt pricing, or impair the orderly execution of trades. Certain regulatory regimes may require public or regulatory reporting of positions or trading activity, including with respect to short positions or certain ownership levels. Increased transparency or public dissemination of aggregated or position‑related information may make aspects of a Fund’s investment strategy more readily identifiable, increasing the risk of adverse market behavior such as short squeezes, crowding, or copycat trading. Such developments could increase transaction costs, limit the availability of securities, force the early liquidation of positions, or otherwise impair a Fund’s ability to implement its investment strategy on favorable terms. In addition, regulatory authorities in the U.S. and other jurisdictions may impose temporary or

permanent restrictions or bans on short selling in response to market events, which could prevent a Fund from engaging in certain strategies during affected periods. Investments in companies involved in mergers, restructurings, bankruptcies, or other significant corporate events also involve heightened litigation and regulatory risk. This risk may be greater in the event a Fund takes a large position or is prominently involved on a bankruptcy or creditors’ committee. The expense of asserting claims (or defending claims) and recovering any amounts pursuant to settlements or judgments may be borne by a Fund. Further, ownership of companies over certain threshold levels involves additional filing requirements and substantive regulation on such owners. Failure to comply with applicable legal or regulatory requirements could result in fines, penalties, disgorgement, reputational harm, or other adverse consequences. Public disclosure of a Fund’s positions could have a significant effect on Westchester’s ability to implement its investment strategies for such Fund. For example, if other investors engage in copycat behavior by taking positions in the same issuers as a Fund, the cost of such securities to such Fund could increase drastically. Additionally, to the extent that such purchases are opposed by management of the target company or others, a Fund may be subject to litigation. Such events could increase a Fund’s costs significantly, reduce a Fund’s returns, and prevent the Fund from executing its investment strategy. Leveraging Risk – If a Fund employs leverage, such as borrowing money to purchase securities, engaging in reverse repurchase agreements, lending portfolio securities and investing in derivative instruments, the value of a Fund’s shares could be expected to be more volatile. The interest, financing or other costs which a Fund must pay on borrowed money or other forms of leverage, together with any additional fees or requirements, are additional costs which will reduce the Fund’s returns. Unless profits and income on securities acquired with leverage exceed the costs of the leverage, the use of leverage will diminish the investment performance of a Fund compared with what it would have been without leverage, and the use of leverage will cause any losses the Fund incurs to be greater than they otherwise would have been had the Fund not employed leverage. Liquidity Risk – Certain securities in which a Fund invests may be difficult to sell at a time and price beneficial to the Fund, for example due to low trading volumes or legal restrictions. When there is no willing buyer or a security cannot be readily sold, a Fund may have to sell at a lower price or may be unable to sell the security at all. During periods of market stress or heightened volatility, liquidity may deteriorate more rapidly than anticipated, which could require a Fund to dispose of investments at disadvantageous prices. The sale of such securities may also require a Fund to incur expenses in addition to those normally associated with the sale of a security. In addition to this, certain shareholders, including affiliates of a Fund’s investment adviser and/or subadviser(s), may from time to time own or control a significant percentage of a Fund’s shares. Redemptions by these shareholders of their shares of the Fund may increase such Fund’s liquidity risk by causing the Fund to have to sell securities at an unfavorable time and/or price. Lower-Rated Securities Risk – Securities rated below the four highest rating categories of a nationally recognized statistical rating organization, may be known as “high-yield” securities and commonly referred to as “junk bonds.” The highest of the ratings among these nationally recognized statistical rating organizations is used to determine the security’s classification. Such

securities entail greater price volatility and credit and interest rate risk than investment-grade securities. Analysis of the creditworthiness of high-yield issuers is more complex than for higherrated securities, making it more difficult for Westchester to accurately predict risk. There is a greater risk with high-yield fixed income securities that an issuer will not be able to make principal and interest payments when due. If a Fund pursues missed payments, there is a risk that Fund expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative. In recent years, there has been a broad trend of weaker or less restrictive covenant protections in the high yield market. Among other things, under such weaker or less restrictive covenants, borrowers might be able to exercise more flexibility with respect to certain activities than borrowers who are subject to stronger or more protective covenants. For example, borrowers might be able to incur more debt, including secured debt, return more capital to shareholders, remove or reduce assets that are designated as collateral securing high yield securities, increase the claims against assets that are permitted against collateral securing high yield securities or otherwise manage their business in ways that could impact creditors negatively. In addition, certain privately held borrowers might be permitted to file less frequent, less detailed or less timely financial reporting or other information, which could negatively impact the value of the high yield securities issued by such borrowers. Each of these factors may negatively impact the high yield instruments held by a Fund. Management Risk – The Funds are subject to management risk because they are actively managed investment portfolios that rely on Westchester’s investment judgment and decision‑making. Westchester’s assessments of the attractiveness of a particular investment, the structure and terms of a transaction, or the likelihood and timing of a corporate event or other catalyst may prove incorrect. Merger arbitrage and event‑driven strategies involve the evaluation of transaction‑specific factors, including regulatory approvals, financing conditions, shareholder actions, market volatility, and changes in economic or issuer‑specific circumstances, any of which may delay, alter, or prevent the completion of an anticipated event. Westchester will apply its investment techniques and risk analyses in making investment decisions for the Funds, but there is no guarantee that its decisions will produce the intended result or that its evaluation of the likelihood of a specific merger or reorganization will be completed as expected will prove correct. The success of any strategy employed by Westchester will depend upon, among other things, Westchester’s skill in evaluating the likelihood of the successful completion of a particular catalyst or related event. Market Risk – The value of the securities in which a Fund invests may go up or down in response to the prospects of individual issuers, market sectors, or broader economic, financial, or geopolitical conditions. Such price changes may be temporary or may last for extended periods. Instability in the financial markets may expose each Fund to greater market and liquidity risk and potential difficulty in valuing portfolio instruments that it holds. In response to financial markets that experienced extreme volatility, and in some cases a lack of liquidity, the U.S. Government and other governments have taken a number of unprecedented actions, including acquiring distressed assets from financial institutions and acquiring ownership interests in those institutions.

The implications of government ownership and disposition of these assets are unclear. Additional legislation or government regulation may also change the way in which funds themselves are regulated, which could limit or preclude a Fund’s ability to achieve its investment objective. Local, regional or global events such as war or military conflict, acts of terrorism, the spread of infectious illness or other public health issue, recessions, inflation, rapid or unexpected interest rate changes, supply chain disruptions, sanctions, trade restrictions, cyber incidents or other events could have a significant impact on a Fund and its investments, hampering the ability of a Fund’s portfolio managers to invest a Fund’s assets as intended. Additionally, the consummation of mergers and other corporate reorganizations can be prevented or delayed by changes in market conditions. Unstable market conditions in the past have caused certain transactions to be canceled or deferred, resulting in significant losses to participants in merger arbitrage. There can be no assurance that conditions in the financial markets will not worsen or materially and adversely affect transactions currently pending or announced in the future. Merger-Arbitrage and Event-Driven Risk – Merger-arbitrage and event-driven investing involves the risk that Westchester’s evaluation of the outcome of a proposed event, whether it be a merger, reorganization, regulatory issue or other event, will prove incorrect and that a Fund’s return on the investment will be negative. Even if Westchester’s judgment regarding the likelihood of a specific outcome proves correct, the expected event may be delayed or completed on terms other than those originally proposed, which may cause a Fund to lose money or fail to achieve a desired rate of return. The success of a Fund’s merger-arbitrage strategy also depends on the overall volume of merger activity, which has historically been cyclical in nature. During periods when merger activity is low, it may be difficult or impossible to identify opportunities for profit or to identify a sufficient number of such opportunities to provide diversification among potential merger transactions and a Fund may not achieve its investment objective. If Westchester determines that a proposed acquisition or other corporate organization is likely to be consummated, a Fund may purchase the target company’s securities at prices often only slightly below the value expected to be paid or exchanged for such securities upon completion of the reorganization (and often substantially above the prices at which such securities traded immediately prior to the announcement of the proposed transaction). If the reorganization appears unlikely to be consummated or in fact is not consummated or is delayed, the market price of the target’s securities may decline sharply. Similarly, if a Fund has sold short the acquirer’s securities in anticipation of covering the short position by delivery of identical securities received in the exchange, the failure of the transaction to be consummated may force such Fund to cover its short position in the open market at a price higher than that at which it sold short, with a resulting loss. In addition, if a Fund purchases the target’s securities at prices above the offer price because Westchester determines that the offer is likely to be increased or a different and higher offer made, such purchases may be subject to a greater degree of risk. If, in a transaction in which a Fund has sold the target’s securities short (often at prices significantly below the announced offer price for such securities) based on a determination that the transaction is unlikely to be consummated, and the transaction, in fact, is consummated at the announced price or higher, such Fund may suffer substantial losses if it is forced to cover the short position in the

open market at a higher price. In addition, there can be no assurance that securities necessary to cover a short position will be available for purchase or that securities will be available to be borrowed at reasonable costs. A Fund may invest in hostile tender offers, proposed leveraged buyouts and other similar situations. Those types of transactions have a greater risk that the proposed transaction will not be completed successfully and, consequently, a greater risk of loss. A failed transaction or reorganization may occur for a number of reasons, including failure to get shareholder approval, governmental action or intervention, or failure to get regulatory approval. A Fund may incur significant losses unwinding its merger-arbitrage and event-driven positions in the event that a proposed merger or other corporate event does not occur as expected by Westchester or Westchester determines the position no longer represents an attractive investment opportunity. A Fund may invest in and/or hold positions in a company where Westchester believes the compensation to be paid to shareholders of that company in connection with a proposed merger, corporate reorganization or other event significantly undervalues the company’s securities. In those cases, Westchester may cause a Fund to participate in legal or other actions, such as appraisal actions, to seek to increase the compensation such Fund receives for the securities the Fund holds. Such actions can be expensive and require prolonged periods to litigate or resolve. There can be no assurance that any such actions will be successful or that a Fund would be able to liquidate the position during the pendency of the action if Westchester determined doing so was in the Fund’s best interests. The Funds expect to employ strategies that are not designed to benefit from general market appreciation or improved economic conditions in the global economy. Accordingly, the Funds have historically underperformed the broad equity markets under certain market conditions, such as some periods when there has been rapid appreciation in the equity markets, and may continue to do so in the future. Options Risk – A Fund may engage in a variety of options transactions including the purchase and sale (writing) of call and put options. When a Fund purchases options, it risks the loss of the entire premium paid if the option expires unexercised. When a Fund sells (writes) covered call options, it limits its ability to benefit from appreciation in the underlying security above the option’s exercise price while continuing to bear the risk of declines in the value of that security. In exchange for the option premium received, the Fund may be required to sell the underlying security at a price below its current market value and may incur additional transaction costs to replace the security or to meet delivery obligations. When a Fund sells (writes) put options, its potential gains are limited to the premiums received, while it assumes the risk of being required to purchase the underlying security at a price higher than its market value at the time of exercise. Options sold (written) by a Fund may be exercised at times that are disadvantageous to the Fund. The value of options and options positions is affected by a variety of factors, including changes in the market value of underlying securities or indices, interest rates, dividend expectations, actual or perceived market volatility, liquidity conditions, and the time remaining until expiration. In periods

of market stress or reduced liquidity, options markets may become less liquid or experience wider bid‑ask spreads, which may make it more difficult or costly for the Fund to close out positions. Options transactions may increase portfolio turnover and transaction costs and may result in the realization of capital gains or losses at times that are not advantageous, including due to option exercise, shareholder redemptions, or corporate actions affecting underlying securities. These factors may adversely affect the Fund’s performance. Portfolio Turnover Risk – The frequency of a Fund’s transactions will vary from year to year, though merger-arbitrage and event-driven portfolios typically have higher turnover rates than portfolios of typical long-only funds. Increased portfolio turnover will result in higher brokerage commissions, dealer mark-ups and other transaction costs and may result in increased distributions of taxable capital gains to Fund shareholders, including short-term capital gains taxable to shareholders at ordinary income rates, when Fund shares are held in a taxable account. Higher costs associated with increased portfolio turnover reduce a Fund’s performance. The Funds normally expect to engage in active and frequent trading and expect to have a high rate of portfolio turnover. Short Selling Risk – A Fund may engage in short sales, which are transactions in which the Fund sells a security that it does not own (or that it owns but does not intend to deliver) in anticipation that the price of the security will decline. In order to establish a short position in a security, a Fund must first borrow the security from a broker or other institution to complete the sale. The Fund may not always be able to borrow a security, or to close out a short position at a particular time or at an acceptable price. If the price of the borrowed security increases between the date of the short sale and the date on which a Fund replaces the security, such Fund may experience a loss. A Fund’s loss on a short sale is limited only by the maximum attainable price of the security (which could be limitless) less the price the Fund paid for the security at the time it was borrowed. The SEC and regulatory authorities in other jurisdictions may adopt (and in certain cases have adopted) bans on short sales of certain securities in response to market events. Bans on short selling may make it impossible for the Funds to execute certain investment strategies and may have a material adverse effect on the Funds’ ability to achieve their investment objective and generate returns. Small and Medium Capitalization Risk – A Fund’s investments in smaller and medium-sized companies carry more risks than investments in larger companies. Companies with small and medium size market capitalization often have narrower markets, fewer products or services to offer and more limited managerial and financial resources than do larger, more established companies. As a result, the performance of small and medium-sized companies may be more volatile, and they may face a greater risk of business failure, which could increase the volatility and risk of loss to a Fund. Special Purpose Acquisition Companies Risk - A special purpose acquisition company (“SPAC”) is typically a publicly traded company that raises funds through an initial public offering (“IPO”) for the purpose of acquiring or merging with another company to be identified subsequent to the SPAC’s IPO. Because SPACs and similar entities have no operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. Some SPACs may

pursue acquisitions only within certain industries or regions, which may increase the volatility of their prices. In addition, these securities, which may be traded in the over-the-counter market, may be considered illiquid and/or may be subject to restrictions on resale. An investment in a SPAC is subject to a variety of risks, including that (i) a significant portion of the monies raised by the SPAC for the purpose of identifying and effecting an acquisition or merger may be expended during the search for a target transaction; (ii) an attractive acquisition or merger target may not be identified at all and the SPAC will be required to return any remaining monies to shareholders; (iii) any proposed merger or acquisition may be unable to obtain the requisite approval, if any, of SPAC shareholders; (iv) an acquisition or merger once effected may prove unsuccessful and an investment in the SPAC may lose value; (v) the warrants or other rights with respect to the SPAC held by a Fund may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price; (vi) a Fund will be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled; (vii) an investment in a SPAC may be diluted by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC; (viii) no or only a thinly traded market for shares of or interests in a SPAC may develop, leaving a Fund unable to sell its interest in the SPAC or to sell its interest only at a price below what the Fund believes is the SPAC interest’s intrinsic value; (ix) the values of investments in SPACs may be highly volatile, a Fund may have little or no ability to hedge its exposure to a SPAC investment, and the value of a SPAC investment may depreciate significantly; (x) an investment in a SPAC may include potential conflicts and potential for misalignment of incentives in the structure of the SPAC; and (xi) the growth in SPAC offerings may increase competition for target companies and, as a result, contribute to a decline in deal quality. Cyber Security Risk – The increased reliance on digital technologies, remote connectivity, cloud‑based systems, and third‑party service providers exposes the Funds and Westchester to heightened operational, information security, and privacy risks. Cybersecurity incidents may result from deliberate attacks, including those involving malware, ransomware, phishing, social engineering, denial‑of‑service attacks, or artificial intelligence‑enabled tactics, as well as from unintentional events such as system failures or human error. Such incidents may affect the Funds or their service providers, including the investment adviser, subadviser, administrator, transfer agent, custodian, or other financial intermediaries. Any such cybersecurity breaches or losses of service may cause the Funds or Westchester to lose proprietary information, suffer data corruption or lose operational capacity, which, in turn, could cause the fund to incur regulatory penalties, reputational damage, additional compliance costs associated with corrective measures, and/or financial loss. While the Funds, Westchester and their service providers have established business continuity plans and risk management systems designed to prevent or reduce the impact of cybersecurity attacks, there are inherent limitations in such plans and systems due in part to the ever-changing nature of technology and cybersecurity attack tactics including the use of advanced technologies and artificial intelligence, and there is a possibility that certain risks have not been adequately identified or prepared for. Substantial costs may be incurred in order to prevent future cybersecurity incidents. The use of cloud-based service providers could heighten or change these risks. Recently, geopolitical tensions may have increased the scale and sophistication of deliberate cybersecurity attacks, particularly those from nation-state or from entities with nation-state backing. Cybersecurity risks may also impact issuers of securities in which a Fund invests, which may cause such Fund’s investments in such issuers to lose value.

Artificial Intelligence Risk – Westchester may use artificial intelligence (“AI”) enabled tools to support certain analytical and operational functions. These tools can produce errors, reflect biases, or be affected by data quality, cybersecurity, or evolving regulation. All investment decisions are made by Westchester’s investment professionals, and none are made by AI tools. Operational Risk – In addition to the risks associated with Westchester’s implementation of the Funds’ investment program, the Funds also are subject to operational risk associated with the provision of investment management and other services to the Funds by Westchester and the Funds’ other service providers. Operational risk is the risk that deficiencies in Westchester’s internal systems (including communications and information systems) or controls, or in those of a service provider to whom Westchester has contractually delegated certain of its responsibilities, may cause losses for the Funds or hinder the Funds’ operations. Operational risk results from inadequate procedures and controls, employee fraud, recordkeeping error, human error, and system failures by Westchester or a service provider. For example, trading delays or errors caused by Westchester prevent the Funds from purchasing a security that Westchester expects will appreciate in value, thus reducing the Funds’ opportunity to benefit from the security’s appreciation. Westchester is generally not contractually liable to the Funds for operational losses associated with operational risk. Possibility of Fraud and Other Misconduct of Employees and Service Providers – Misconduct by employees of Westchester, service providers to Westchester or the Funds and/or their respective affiliates could cause significant losses to such Funds. Misconduct may include entering into transactions without authorization, the failure to comply with operational and risk procedures, including due diligence procedures, misrepresentations as to investments being considered by such Funds, the improper use or disclosure of confidential or material non-public information, which could result in litigation, regulatory enforcement or serious financial harm, including limiting the business prospects or future marketing activities of such Funds and noncompliance with applicable laws or regulations and the concealing of any of the foregoing. Such activities may result in reputational damage, litigation, business disruption and/or financial losses to such Funds. Westchester has controls and procedures through which it seeks to minimize the risk of such misconduct occurring. However, no assurances can be given that Westchester will be able to identify or prevent such misconduct. The above does not represent a complete discussion of all of the risks of investing in the Funds. Each Fund’s Fund Documents include a discussion of the Fund’s principal risks.

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.

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 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.

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.

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.

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.