AGREEMENTAgreement • February 15th, 2017 • Virtus Total Return Fund • New York
Contract Type FiledFebruary 15th, 2017 Company JurisdictionThis Agreement (the “Agreement”) is made and entered into effective as of the 27th day of September, 2016 by and among Virtus Investment Advisers, Inc. (“Virtus”), a Massachusetts corporation having a place of business at 100 Pearl Street, Hartford, CT 06103, and Bulldog Investors LLC, a New Jersey limited liability company having a place of business at Park 80 West, 250 Pehle Avenue, Suite 708, Saddle Brook, New Jersey, and its officers, directors, partners, employees and “affiliated persons” (as that term is defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) (collectively, “Bulldog” and with Virtus, each, a “Party,” and collectively the “Parties”). Any pooled investment vehicles or accounts managed or controlled by Bulldog or its affiliated persons are referred to herein collectively as “Bulldog Funds.”