0001104659-22-083745 Sample Contracts

Subscription Agent Agreement Between Virtus Total Return Fund Inc And Computershare Trust Company, N.A. And Computershare Inc.
Subscription Agent Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • New York

This SUBSCRIPTION AGENT AGREEMENT (this “Agreement”), dated as of [DATE] (the “Effective Date”), is by and between Virtus Total Return Fund Inc, a [STATE] corporation ("Company"), and Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”), and Computershare Inc., a Delaware corporation (“Computershare”, and together with Trust Company, “Agent”).

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AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • New York

This Amendment (“Amendment”) dated December 1, 2020 (“Effective Date”) is by and between each of Duff & Phelps Select MLP and Midstream Energy Fund Inc. (formerly, Duff & Phelps Select Energy MLP Fund Inc.)(“DSE”), Virtus Total Return Fund Inc. (formerly, Virtus Global Dividend and Income Fund Inc.), and Virtus Global Multi-Sector Income Fund (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • Connecticut

This Amendment (“Amendment”) dated November 19, 2019 by and between Virtus Fund Services, LLC (“Virtus”) and The Bank of New York Mellon (as assigned from BNY Mellon Investment Servicing (US) Inc. on or about June 30, 2017) (“BNY Mellon”).

JOINDER AGREEMENT AND AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • New York

This Joinder Agreement and Amendment (“Amendment”) dated May 7, 2021 (“Effective Date”) is by and between each of Duff & Phelps Select MLP and Midstream Energy Fund Inc. (formerly, Duff & Phelps Select Energy MLP Fund Inc.) (“DSE”), Virtus Total Return Fund Inc. (formerly, Virtus Global Dividend and Income Fund Inc.), Virtus Global Multi-Sector Income Fund, Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, Virtus AllianzGI Convertible & Income 2024 Target Term Fund, Virtus AllianzGI Convertible & Income Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Diversified Income & Convertible Fund, Virtus AllianzGI Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • New York

This Amendment (“Amendment”) dated December 1, 2020 (“Effective Date”) is by and between Virtus Total Return Fund Inc. (the “Fund”) and The Bank of New York Mellon (“BNY Mellon”).

AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • New York

This Amendment (“Amendment”) dated December 1, 2020 (“Effective Date”) by and between Virtus Fund Services, LLC (the “Company”) and The Bank of New York Mellon (“BNY Mellon”).

AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • New York

This Amendment ("Amendment") dated November 19, 2019 by and between each of the registrants set out on Schedule I to the Agreement (as defined below) (each, a "Fund" and collectively, the "Funds") and The Bank of New York Mellon (as assigned from BNY Mellon Investment Servicing (US) Inc. on or about June 30, 2017) ("BNY Mellon").

Virtus Total Return Fund c/o Virtus Investment Partners Greenfield, MA 01301-9684
Information Agent Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • New York

This Letter of Agreement, including the Appendix attached hereto (collectively, this “Agreement”), sets forth the terms and conditions of the engagement of Georgeson LLC (“Georgeson”) by Virtus Total Return Fund (the “Fund”) to act as Information Agent in connection with the Fund’s proposed Rights Offering (the “Offering”). The term of this Agreement shall be the term of the Offering, including any extensions thereof.

JOINDER AGREEMENT AND AMENDMENT TO CUSTODY AGREEMENT
Custody Agreement • July 28th, 2022 • Virtus Total Return Fund Inc. • New York

This Joinder Agreement and Amendment (“Amendment”) dated April 11, 2022 (“Effective Date”) is by and between each of Virtus Total Return Fund Inc. (formerly, Virtus Global Dividend and Income Fund Inc.), Virtus Global Multi-Sector Income Fund, Virtus Stone Harbor Emerging Markets Income Fund, and Virtus Stone Harbor Emerging Markets Total Income Fund (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

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