0001144204-19-033643 Sample Contracts

CUSTODY AGREEMENT by and between DUFF & PHELPS ENERGY MLP TOTAL RETURN FUND INC. and THE BANK OF NEW YORK MELLON
Custody Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • New York

CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto (the “Effective Date”), between Duff & Phelps Energy MLP Total Return Fund Inc., a Maryland corporation, for itself and for the other closed-end investment companies listed on Schedule I attached hereto, as amended from time to time (each, the “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).

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VIRTUS GLOBAL DIVIDEND & INCOME FUND INC. SUBADVISORY AGREEMENT
Subadvisory Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • Delaware

Virtus Global Dividend & Income Fund Inc. (the “Fund”) is a closed-end investment company registered under the Investment Company Act of 1940 (the “Act”), and is subject to the rules and regulations promulgated thereunder.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • Connecticut

This Administration Agreement is made effective as of the 7th day of September, 2016, by and between The Zweig Total Return Fund, Inc. (the “Fund”), and Virtus Fund Services, LLC (the “Administrator”).

Transfer Agency and Service Agreement
Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • Massachusetts

AGREEMENT effective as of the 1st day of June, 2010 by and between each of the closed-end investment companies listed on Exhibit B attached hereto, having its principal office and place of business at 900 Third Avenue, New York, New York, 10022, (the “Company”), and Computershare Inc., a Delaware corporation, and its fully owned subsidiary Computershare Trust Company, N.A., a federally chartered trust company, having its principal office and place of business at 250 Royall Street, Canton, Massachusetts 02021 (collectively, the “Transfer Agent” or individually, “Computershare” and the “Trust Company”, respectively).

ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc.

This Accounting Services Agreement (“Agreement”) is made effective as of December 9, 2011 by and between VIRTUS TOTAL RETURN FUND, a Delaware statutory trust (“Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”).

VIRTUS GLOBAL DIVIDEND & INCOME FUND Inc. INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • Delaware

THIS INVESTMENT ADVISORY AGREEMENT, effective as of the 18th day of November, 2016 (the “Contract Date”) by and between VIRTUS GLOBAL DIVIDEND & INCOME FUND INC., a Maryland Corporation (the “Fund”) and VIRTUS INVESTMENT ADVISERS, INC., a Massachusetts corporation (the “Adviser”).

SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc.

This Sub-Administration Services Agreement (“Agreement”) is made effective as of December 9, 2011 by and between VP DISTRIBUTORS, LLC, a Delaware limited liability company (“VP Distributors”) and BNY MELLON INVESTMENT SERVICING (US) INC., a Massachusetts corporation (“BNY Mellon”).

AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • Connecticut

This Amendment (‘'Amendment”) is made as of the 7th day of September, 2016, by and between VIRTUS FUND SERVICES, LLC (formerly, VP Distributors, LLC) (“Virtus”) and BNY MELLON INVESTMENT SERVICING (US) INC. (“BNY Mellon”).

TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • New York

This Amendment (“Amendment”) is made as of the 16th day of June, 2017, by and between each of the registrants set out on Schedule I to the Agreement (as defined below) and that execute this Amendment (each, a “Fund” and collectively, the “Funds”) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”).

AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • Connecticut

This Amendment (“Amendment”) is made as of the 16th day of June, 2017, by and between VIRTUS FUND SERVICES, LLC (formerly, VP Distributors, LLC) (“Virtus”) and BNY MELLON INVESTMENT SERVICING (US) INC. (“BNY Mellon”).

JOINDER AGREEMENT AND AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Joinder Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc.

This Joinder Agreement and Amendment dated December 2, 2016 by and among Virtus Total Return Fund, the investment companies listed on Schedule I (each, a “Fund” and together, the “Funds”) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon").

BNY Mellon Investment Servicing (US) Inc.
Virtus Global Dividend & Income Fund Inc. • July 2nd, 2019

We refer to the Sub-Administration Agreement, dated as of December 9, 2011, (the “Agreement”), between BNY Mellon Investment Servicing (US) Inc. (the “Company”) and Virtus Fund Services, LLC as administrator to Virtus Total Return Fund.

JOINDER AGREEMENT AND AMENDMENT
Joinder Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • New York

This Joinder Agreement and Amendment (“Amendment”) dated September 5, 2017 and effective the 11th day of September, 2017 is by and between each of Duff & Phelps Select Energy MLP Fund Inc., Virtus Total Return Fund Inc., Virtus Global Dividend and Income Fund, Inc., Virtus Global Multi-Sector Income Fund (each, the “Fund” and collectively, the “Funds”) and The Bank of New York Mellon (“BNY Mellon”).

ACCOUNTING SERVICES AGREEMENT
Joinder Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc.

This Joinder Agreement dated September 7, 2016 by and among Virtus Total Return Fund, the investment companies listed on Schedule I (each, a “Fund” and together, the “Funds”) and BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”).

AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • Connecticut

This Amendment (“Amendment”) dated September 21, 2017 and effective October 9, 2017, 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”).

BNY Mellon Investment Servicing (US) Inc.
Virtus Global Dividend & Income Fund Inc. • July 2nd, 2019

We refer to the Accounting Services Agreement, dated as of December 9, 2011 (the “Agreement”), between BNY Mellon Investment Servicing (US) Inc. (the “Company”) and each of the funds listed on Schedule I to the Agreement.

AMENDMENT TO SUB-ADMINISTRATION SERVICES AGREEMENT
Sub-Administration Services Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • Connecticut

This Amendment (“Amendment”) is made as of the 2nd day of December, 2016, by and between VIRTUS FUND SERVICES, LLC (formerly, VP Distributors, LLC) (“Virtus”) and BNY MELLON INVESTMENT SERVICING (US) INC. (“BNY Mellon”).

AMENDMENT TO ACCOUNTING SERVICES AGREEMENT
Accounting Services Agreement • July 2nd, 2019 • Virtus Global Dividend & Income Fund Inc. • New York

This Amendment (“Amendment”) dated September 21, 2017 and effective October 9, 2017 by and between each of the registrants set out on Schedule I to the Agreement, as attached hereto, and that execute this Amendment (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”).

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