Virtus Global Dividend & Income Fund : April 11, 2023 - Joint Annual Meeting of Shareholders Proxy Statement

VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY

OPPORTUNITIES FUND

VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND

VIRTUS CONVERTIBLE & INCOME FUND

VIRTUS CONVERTIBLE & INCOME FUND II

VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND

VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND

VIRTUS EQUITY & CONVERTIBLE INCOME FUND

VIRTUS GLOBAL MULTI-SECTOR INCOME FUND

VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND

VIRTUS TOTAL RETURN FUND INC.

101 Munson Street

Greenfield, MA 01301-9668

NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS

To be held on May 22, 2023

Notice is hereby given to the shareholders of Virtus Artificial Intelligence & Technology Opportunities Fund ("AIO"), Virtus Convertible & Income 2024 Target Term Fund ("CBH"), Virtus Convertible & Income Fund ("NCV"), Virtus Convertible & Income Fund II ("NCZ"), Virtus Diversified Income & Convertible Fund ("ACV"), Virtus Dividend, Interest & Premium Strategy Fund ("NFJ") and Virtus Equity & Convertible Income Fund ("NIE"), each a Massachusetts business trust, Virtus Global Multi-Sector Income Fund ("VGI"), a Delaware statutory trust, Virtus Stone Harbor Emerging Markets Total Income Fund ("EDI"), a Massachusetts business trust, and Virtus Total Return Fund Inc. ("ZTR"), a Maryland corporation* (each of AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDI and ZTR, a "Fund" and collectively, the "Funds"), that the Joint Annual Meeting of Shareholders of the Funds (the "Annual Meeting") will be held on May 22, 2023 at 4:00 p.m. Eastern Time. The Annual Meeting will be held in a virtual meeting format only and will be conducted exclusively by webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MAV29SYon May 22, 2023 at 4:00 p.m. Eastern Time and entering the control number found in the shaded box of your proxy card. You will not be able to attend the meeting physically. The Annual Meeting is being held for the following purposes:

• The members of the Board of ZTR are directors, as that Fund is organized as a corporation; however, when referencing Board members generally throughout these proxy materials, we will refer to them as "trustees" unless the context is specific to ZTR.

1. To elect trustees of AIO, as follows:
2. 1. Elect Geraldine M. McNamara as a Class I trustee of AIO, by the AIO shareholders ("Proposal 1a");
   2. Elect R. Keith Walton as a Class I trustee of AIO, by the AIO shareholders ("Proposal 1b");
   3. Elect Brian T. Zino as a Class I trustee of AIO, by the AIO shareholders ("Proposal 1c");
3. To elect trustees of CBH, as follows:
4. 1. Elect George R. Aylward as a Class III trustee of CBH, by the CBH shareholders ("Proposal 2a");
   2. Elect Sarah E. Cogan as a Class III trustee of CBH, by the CBH shareholders ("Proposal 2b");
   3. Elect Deborah A. DeCotis as a Class III trustee of CBH, by the CBH shareholders ("Proposal 2c");
5. To elect trustees of NCV, as follows:
6. 1. Elect Geraldine M. McNamara as a Class I trustee of NCV, by the NCV shareholders ("Proposal 3a");
   2. Elect George R. Aylward as a Class II trustee of NCV, by the NCV shareholders ("Proposal 3b");
   3. Elect Sarah E. Cogan as a Class II trustee of NCV, by the NCV shareholders ("Proposal 3c");
   4. Elect R. Keith Walton as a Class II trustee of NCV, by the NCV shareholders ("Proposal 3d");
7. To elect trustees of NCZ, as follows:
8. 1. Elect George R. Aylward as a Class II trustee of NCZ, by the NCZ shareholders ("Proposal 4a");
   2. Elect Deborah A. DeCotis as a Class II trustee of NCZ, by the NCZ shareholders ("Proposal 4b");
   3. Elect Philip R. McLoughlin as a Class II trustee of NCZ, by the NCZ shareholders ("Proposal 4c");

1. To elect trustees of ACV, as follows:
2. 1. Elect Geraldine M. McNamara as a Class I trustee of ACV, by the ACV shareholders ("Proposal 5a");
   2. Elect George R. Aylward as a Class II trustee of ACV, by the ACV shareholders ("Proposal 5b");
   3. Elect F. Ford Drummond as a Class II trustee of ACV, by the ACV shareholders ("Proposal 5c");
   4. Elect R. Keith Walton as a Class II trustee of ACV, by the ACV shareholders ("Proposal 5d");
3. To elect trustees of NFJ, as follows:
4. 1. Elect Sarah E. Cogan as a Class III trustee of NFJ, by the NFJ shareholders ("Proposal 6a");
   2. Elect F. Ford Drummond as a Class III trustee of NFJ, by the NFJ shareholders ("Proposal 6b");
   3. Elect R. Keith Walton as a Class III trustee of NFJ, by the NFJ shareholders ("Proposal 6c");
5. To elect trustees of NIE, as follows:
6. 1. Elect Geraldine M. McNamara as a Class I trustee of NIE, by the NIE shareholders ("Proposal 7a");
   2. Elect R. Keith Walton as a Class I trustee of NIE, by the NIE shareholders ("Proposal 7b");
   3. Elect Brian T. Zino as a Class I trustee of NIE, by the NIE shareholders ("Proposal 7c");
7. To elect trustees of VGI, as follows:
8. 1. Elect Donald C. Burke as a Class II trustee of VGI, by the VGI shareholders ("Proposal 8a");
   2. Elect Sarah E. Cogan as a Class II trustee of VGI, by the VGI shareholders ("Proposal 8b");
   3. Elect Sidney E. Harris as a Class II trustee of VGI, by the VGI shareholders ("Proposal 8c");
   4. Elect John R. Mallin as a Class II trustee of VGI, by the VGI shareholders ("Proposal 8d");

1. To elect trustees of EDI, as follows:
2. 1. Elect George R. Aylward as a Class I trustee of EDI, by the EDI shareholders ("Proposal 9a");
   2. Elect Deborah A. DeCotis as a Class I trustee of EDI, by the EDI shareholders ("Proposal 9b");
   3. Elect John R. Mallin as a Class I trustee of EDI, by the EDI shareholders ("Proposal 9c");
   4. Elect R. Keith Walton as a Class I trustee of EDI, by the EDI shareholders ("Proposal 9d");
3. To elect directors of ZTR, as follows:
4. 1. Elect Connie D. McDaniel as a Class III director of ZTR, by the ZTR shareholders ("Proposal 10a");
   2. Elect Geraldine M. McNamara as a Class III director of ZTR, by the ZTR shareholders ("Proposal 10b");
   3. Elect R. Keith Walton as a Class III director of ZTR, by the ZTR shareholders ("Proposal 10c");
   4. Elect Brian T. Zino as a Class III director of ZTR, by the ZTR shareholders ("Proposal 10d");
5. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof, by the AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDI and/or ZTR shareholders.

THE BOARD OF TRUSTEES (THE "BOARD") OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" ELECTING EACH TRUSTEE NOMINEE.

The Board has fixed the close of business on March 31, 2023, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. We urge you to mark, sign, date, and mail the enclosed proxy or proxies in the postage-paid envelope provided, or vote via the Internet or telephone, so you will be represented at the Annual Meeting.

By order of the Board,

Jennifer S. Fromm

Secretary

Virtus Artificial Intelligence & Technology

Opportunities Fund

Virtus Convertible & Income 2024 Target

Term Fund

Virtus Convertible & Income Fund

Virtus Convertible & Income Fund II

Virtus Diversified Income & Convertible

Fund

Virtus Dividend, Interest & Premium

Strategy Fund

Virtus Equity & Convertible Income Fund

Virtus Global Multi-Sector Income Fund

Virtus Stone Harbor Emerging Markets

Total Income Fund

Virtus Total Return Fund Inc.

April 11, 2023