Virtus Stone Harbor Emerging Markets Income Fund : April 11, 2023 - Annual Meeting of Shareholders

VIRTUS STONE HARBOR EMERGING MARKETS INCOME FUND

101 Munson Street

Greenfield, MA 01301-9668

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held on May 22, 2023

Notice is hereby given to the shareholders of Virtus Stone Harbor Emerging Markets Income Fund ("EDF" or the "Fund"), a Massachusetts business trust, that the Annual Meeting of Shareholders of the Fund (the "Annual Meeting") will be held on May 22, 2023 at 4:30 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/MAV29SYon May 22, 2023 at 4:30 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:

1. To elect trustees of the Fund, as follows:
2. 1. Elect F. Ford Drummond as a Class III trustee ("Proposal 1a");
   2. Elect Sidney E. Harris as a Class III trustee ("Proposal 1b");
   3. Elect Philip R. McLoughlin as a Class III trustee ("Proposal 1c");
   4. Elect Geraldine M. McNamara as a Class III trustee ("Proposal 1d")
3. To consider and vote upon the issuance of additional common shares of beneficial interest of the Fund in connection with the reorganization of Virtus Stone Harbor Emerging Markets Total Income Fund ("EDI") with and into the Fund (the "Reorganization");
4. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof.

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

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 Stone Harbor Emerging Markets

Income Fund

April 11, 2023

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 Fund 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 Accounts	(1) ABC Corp	(1)	ABC Corp
	(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 Accounts	(1) The XYZ partnership	(1)	Jane B. Smith, Partner
	(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 Estate	(1) John B. Smith, Cust. f/b/o John B.	(1)	John B. Smith
Accounts	Smith, Jr. UGMA
	(2)	Estate of John B. Smith	(2)	John B. Smith, Jr.,
				Executor

Instruction/Q&A Section

Q: Why is the Annual Meeting being held?

1. At the Annual Meeting, you are being asked to re-elect four members to the Board. You are also being asked to vote on the issuance of additional common shares of beneficial interest of the Fund (the "Issuance") in connection with the reorganization of Virtus Stone Harbor Emerging Markets Total Income Fund ("EDI") with and into the Fund (the "Reorganization"). The purpose of this proposal is to enable the Fund to have a sufficient number of common shares to issue to EDI to effect the Reorganization.

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 the 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/MAV29SY. 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 4:30 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