0001104659-22-105363 Sample Contracts

TENDER OFFER AGREEMENT
Tender Offer Agreement • October 3rd, 2022 • Virtus Convertible & Income Fund • New York

This Agreement (“Agreement”) is made and entered into as of the 19th day of September, 2022, by and among Virtus Convertible & Income Fund (“NCV”), Virtus Convertible & Income Fund II (“NCZ” and, together with NCV, each, a “Fund” and, together, the “Funds”), Virtus Investment Advisers, Inc. (“Virtus” and, together with the Funds, the “Fund Parties”) and UBS Securities LLC (“UBS”).

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