Virtus Stone Harbor Emerging Markets Income Fund : April 10, 2024 - 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 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 June 3, 2024

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 Income Fund ("EDF"), a Massachusetts business trust, and Virtus Total Return Fund Inc. ("ZTR"), a Maryland corporation* (each of AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDF 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 June 3, 2024 at 3:30 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/MSJQNWRon June 3, 2024 at 3:30 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 Donald C. Burke as a Class II trustee of AIO, by the AIO shareholders ("Proposal 1a");
   2. Elect F. Ford Drummond as a Class II trustee of AIO, by the AIO shareholders ("Proposal 1b");
   3. Elect Connie D. McDaniel as a Class II trustee of AIO, by the AIO shareholders ("Proposal 1c");
   4. Elect Philip R. McLoughlin as a Class II trustee of AIO, by the AIO shareholders ("Proposal 1d");
3. To elect trustees of CBH, as follows:
4. 1. Elect Connie D. McDaniel as a Class I trustee of CBH, by the CBH shareholders ("Proposal 2a");
   2. Elect Philip R. McLoughlin as a Class I trustee of CBH, by the CBH shareholders ("Proposal 2b");
   3. Elect R. Keith Walton as a Class II trustee of CBH, by the CBH shareholders ("Proposal 2c");
   4. Elect Brian T. Zino as a Class I trustee of CBH, by the CBH shareholders ("Proposal 2d");
5. To elect trustees of NCV, as follows:
6. 1. Elect Deborah A. DeCotis as a Class III trustee of NCV, by the NCV shareholders ("Proposal 3a");
   2. Elect F. Ford Drummond as a Class III trustee of NCV, by the NCV shareholders of preferred shares ("Proposal 3b");
   3. Elect Connie D. McDaniel as a Class I trustee of NCV, by the NCV shareholders ("Proposal 3c");
   4. Elect Brian T. Zino as a Class III trustee of NCV, by the NCV shareholders ("Proposal 3d");

1. To elect trustees of NCZ, as follows:
2. 1. Elect F. Ford Drummond as a Class III trustee of NCZ, by the NCZ shareholders of preferred shares ("Proposal 4a");
   2. Elect Connie D. McDaniel as a Class III trustee of NCZ, by the NCZ shareholders ("Proposal 4b");
   3. Elect Geraldine M. McNamara as a Class III trustee of NCZ, by the NCZ shareholders ("Proposal 4c");
   4. Elect R. Keith Walton as a Class III trustee of NCZ, by the NCZ shareholders ("Proposal 4d");
3. To elect trustees of ACV, as follows:
4. 1. Elect Sarah E. Cogan as a Class III trustee of ACV, by the ACV shareholders of preferred shares ("Proposal 5a");
   2. Elect Deborah A. DeCotis as a Class III trustee of ACV, by the ACV shareholders ("Proposal 5b");
   3. Elect Connie D. McDaniel as a Class I trustee of ACV, by the ACV shareholders ("Proposal 5c");
   4. Elect Philip R. McLoughlin as a Class III trustee of ACV, by the ACV shareholders ("Proposal 5d");
5. To elect trustees of NFJ, as follows:
6. 1. Elect Donald C. Burke as a Class II trustee of NFJ, by the NFJ shareholders ("Proposal 6a");
   2. Elect Connie D. McDaniel as a Class I trustee of NFJ, by the NFJ shareholders ("Proposal 6b");
   3. Elect Geraldine M. McNamara as a Class I trustee of NFJ, by the NFJ shareholders ("Proposal 6c");
   4. Elect Brian T. Zino as a Class I trustee of NFJ, by the NFJ shareholders ("Proposal 6d");

1. To elect trustees of NIE, as follows:
2. 1. Elect Donald C. Burke as a Class II trustee of NIE, by the NIE shareholders ("Proposal 7a");
   2. Elect F. Ford Drummond as a Class II trustee of NIE, by the NIE shareholders ("Proposal 7b");
   3. Elect Connie D. McDaniel as a Class II trustee of NIE, by the NIE shareholders ("Proposal 7c");
   4. Elect Philip R. McLoughlin as a Class II trustee of NIE, by the NIE shareholders ("Proposal 7d");
3. To elect trustees of VGI, as follows:
4. 1. Elect George R. Aylward as a Class III trustee of VGI, by the VGI shareholders ("Proposal 8a");
   2. Elect F. Ford Drummond as a Class III trustee of VGI, by the VGI shareholders ("Proposal 8b");
   3. Elect Connie D. McDaniel as a Class III trustee of VGI, by the VGI shareholders ("Proposal 8c");
   4. Elect Philip R. McLoughlin as a Class III trustee of VGI, by the VGI shareholders ("Proposal 8d");
5. To elect trustees of EDF, as follows:
6. 1. Elect George R. Aylward as a Class I trustee of EDF, by the EDF shareholders ("Proposal 9a");
   2. Elect Deborah A. DeCotis as a Class I trustee of EDF, by the EDF shareholders ("Proposal 9b");
   3. Elect John R. Mallin as a Class I trustee of EDF, by the EDF shareholders ("Proposal 9c");
   4. Elect R. Keith Walton as a Class I trustee of EDF, by the EDF shareholders ("Proposal 9d");

1. To elect directors of ZTR, as follows:
2. 1. Elect Donald C. Burke as a Class I director of ZTR, by the ZTR shareholders ("Proposal 10a");
   2. Elect Sarah E. Cogan as a Class I director of ZTR, by the ZTR shareholders ("Proposal 10b");
   3. Elect Deborah A. DeCotis as a Class I director of ZTR, by the ZTR shareholders ("Proposal 10c");
   4. Elect Sidney E. Harris as a Class I director of ZTR, by the ZTR shareholders ("Proposal 10d");
3. 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, EDF 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 April 3, 2024, 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

Income Fund

Virtus Total Return Fund Inc.

April 9, 2024

IMPORTANT:

Shareholders are cordially invited to attend the Annual Meeting (virtually). In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Annual Meeting (virtually). Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person (virtually) if you attend the Annual Meeting and elect to vote in person (virtually).

Instructions for signing proxy cards

The following general guidelines for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds of validating your vote if you fail to sign your proxy card(s) properly.

1. Individual accounts: Sign your name exactly as it appears in the registration on the proxy card.
2. Joint accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3. All other accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

	Registrations		Valid Signature
Corporate	(1) ABC Corp	(1)	ABC Corp
Accounts	(2)	ABC Corp	(2)	John Doe, Treasurer
	(3)	ABC Corp. c/o John Doe, Treasurer	(3)	John Doe
	(4)	ABC Corp. Profit Sharing Plan	(4)	John Doe, Trustee
Partnership	(1) The XYZ partnership	(1)	Jane B. Smith, Partner
Accounts	(2)	Smith and Jones, limited partnership	(2)	Jane B. Smith, General Partner
Trust Accounts	(1) ABC Trust	(1)	John Doe, Trustee
	(2)	Jane B. Doe, Trustee u/t/d 12/28/78	(2)	Jane B. Doe
Custodial or	(1) John B. Smith, Cust. f/b/o John B.	(1)	John B. Smith
Estate	Smith, Jr. UGMA
Accounts	(2)	Estate of John B. Smith	(2)	John B. Smith, Jr., Executor

Instruction/Q&A Section

Q: How can I attend the Annual Meeting?

1. The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of a Fund as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.
   You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MSJQNWR. You also will be able to vote your shares online by attending the Annual Meeting by webcast.
   To participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box.
   If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
   The online meeting will begin promptly at 3:30 p.m. Eastern Time. We encourage you to access the meeting room virtually prior to the start time leaving ample time for the check in. Please follow the access instructions as outlined in this proxy statement.

1. How do I register to attend the Annual Meeting virtually on the Internet?

1. If you are a registered shareholder, you do not need to register to attend the Annual Meeting virtually on the Internet. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.
   To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare at the email address below. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as "Legal Proxy" and be received no later than 5:00 p.m. Eastern Time on May 29, 2024.
   You will receive a confirmation of your registration by email after we receive your legal proxy.
   Requests for registration should be directed to us by emailing an image of your legal proxy, to [e-mail].

Q: What if I have trouble accessing the Annual Meeting virtually?

1. The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting room virtually prior to the start time. A link on the virtual meeting room page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.