Proxy and Corporate-Action Voting Policies and Procedures
Westchester Capital Management, LLC (“Westchester”) has adopted Proxy and Corporate-Action Voting Policies and Procedures that govern the voting of proxies for securities held by clients. Westchester has full authority to vote proxies or act with respect to other shareholder actions on behalf of its clients. Westchester’s primary consideration in voting proxies is the best interest of it clients. Where a proxy proposal raises a material conflict between the Westchester’s interests and a client’s interests, Westchester will resolve the conflict by following the policy guidelines. The proxy-voting guidelines describe Westchester’s general position on proposals. Westchester will generally vote against any management proposal that clearly has the effect of restricting the ability of shareholders to realize the full potential value of their investment. Routine proposals that do not change the structure, bylaws or operations of the corporation to the detriment of the shareholders will normally be approved. Westchester will review certain issues on a case-by-case basis based on the financial interest of its clients. 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 client’s investment in a loaned security, Westchester may seek to call the loan in time to vote the securities or 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 client’s best interests. There can be no assurance that Westchester will be successful in calling a loan in time to vote the securities or entering into an arrangement to ensure the proxies for such events will be voted as Westchester believes is in a client’s best interests.
Virtus Funds shareholders:
Shareholders of the Virtus Funds may request fund-related proxy voting information by calling 800-243-1574.