Director of BlueCrest Capital Management Funds (2006 to 2017). He is also the ~~investment banking industry.~~founding Principal and Chief Administrative Officer at Global Infrastructure Partners (since 2006) and Senior Adviser at Brightwood Capital, LLC (since 2022). He served as the Managing Director at ~~Citigroup, where he established~~Lafayette Square Holding Company LLC (2020 to 2021). Mr. Walton is also a director/trustee of open-end and led the firm’s efforts to raise capital for and provide mergers and acquisition advisory services to asset managers and investment advisers. He also has significant expertise with fund products through his senior-level responsibility for originating and underwriting a broad variety of such products.

~~Alan Rappaport~~ — Mr. Rappaport has substantial senior executive experience in the financial services industry. He formerly served as Chairman and President of the private banking division of Bank of America and as Vice Chairman of U.S. Trust. He is currently Advisory Director of an investment banking firm.

~~Davey S. Scoon~~ — Mr. Scoon has many years of senior executive experience in the financial services industry, including 14 years as Chief Operating Officer of Colonial Mutual Funds. He has a background and experience in accounting and finance as well as experience as an officer of public companies. He served as Chief Administrative and Financial Officer for Tom’s of Maine and SunLife Financial — U.S. He serves on several public company boards. He is a director of several biomedical companies, including serving as board chair of a health plan with a $1 billion investment portfolio. He also provides significant financial expertise and has been determinedclosed-end funds managed by the ~~Board to be an “audit committee financial expert.”~~

~~Advisory Board Member Qualifications~~Advisers and their affiliates and certain funds advised by Bessemer Investment Management LLC.

Brian T. ~~Zino.~~Zino. Mr. Zino, currently retired, was employed by J. & W. Seligman and Co. Inc., a privately held New York City investment firm managing ~~Closed End Investment Companies,~~closed-end investment companies, a family of mutual funds, and institutional accounts and operating a trust company ~~(1998~~(1982 to 2009). For the last 15 of those years, he served as president and CEO of Seligman. His extensive mutual fund, financial and business background and years of service as a director of a large non-affiliated family of both open- and closed-end funds bring valuable skills and business judgment to the Board and its committees. Mr. Zino is also a certified public accountant and has an extensive background in accounting matters relating to investment companies. He also served as a Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002) on the board of the ICI Mutual Insurance Company and as a Member of the Board of Governors of ~~the Investment Company Institute~~ICI (1998 to 2008). Mr. Zino is also a director/trustee of ~~several~~ open-end and closed-end funds managed by the ~~Adviser~~Advisers and ~~its~~their affiliates.

Required Vote

~~Board Committees and Meetings.~~

~~Audit Oversight Committee.~~The ~~Board~~election of each Fund has established an Audit Oversight Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each Fund’s Audit Oversight Committee currently consists of Mses. Cogan and DeCotis and Messrs. Drummond, Kertess, MacLeod, McLoughlin, Ogden, Rappaport and Scoon, each of whom is an Independent Trustee. Mr. Zino is an Advisory Member and Mr. Scoon is the current Chair of each Fund’s Audit Oversight Committee.

Each Fund’s Audit Oversight Committee provides oversight with respect to the internal and external accounting and auditing procedures of each Fund and, among other things, determines the selection of the independent registered public accounting firm for the Funds and considers the scope of the audit, approves all audit and permitted non-audit services proposed to be performed by the independent registered public accounting firm on behalf of the Funds, and approves non-audit services to be performed by the independent registered public accounting firm for certain affiliates, including the Adviser and entities in a control relationship with the Adviser that provide services to the Funds where the engagement relates directly to the operations and financial reporting of the Funds. The Audit Oversight Committee considers the possible effect of those services on the independence of the Funds’ independent registered public accounting firm. Each member of each Fund’s Audit Oversight Committee is “independent,” as independence for audit committee members is defined in the currently applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed.

The Board of each Fund has adopted a written Audit Oversight Committee charter for its Audit Oversight Committee. A copy of the written charter for each Fund, as amended to date, is attached to this Proxy Statement as ~~Exhibit A~~.

~~Compliance Committee.~~ Each Fund’s Compliance Committee is currently composed of all Trustees. Mr. Zino is an Advisory Member and Mr. Drummond is the current Chair of each Fund’s Compliance Committee. The Compliance Committee’s responsibilities include providing oversight with respect to regulatory and fiduciary compliance matters involving each Fund, reviewing and making recommendations regarding compliance policies and procedures, receiving reports from the CCO as to the results of internal audit functions, advising each Fund’s Board on matters relating to the CCO and serving as principal liaison between each Fund’s Board and compliance officers. The Board of each Fund has adopted a written Compliance Committee charter for its Compliance Committee.

~~Contracts Committee.~~ ~~Each Fund’s Contracts Committee is currently composed of Mses. Cogan and DeCotis and Messrs. Drummond, Kertess, MacLeod, McLoughlin, Ogden, Rappaport and Scoon, each of whom is an~~

Independent Trustee. Mr. Zino is an Advisory Member and Ms. Cogan is the current Chair of each Fund’s Contracts Committee. The Contracts Committee’s responsibilities include reviewing and considering the periodic renewal of the Funds’ investment advisory and administration and distribution agreements and plans.

~~Governance and Nominating Committee.~~ Each Fund’s Governance and Nominating Committee is currently composed of Mses. Cogan and DeCotis and Messrs. Drummond, Kertess, MacLeod, McLoughlin, Ogden, Rappaport and Scoon, each of whom is an Independent Trustee. Each member of each Fund’s Governance and Nominating Committee is “independent,” as independence for nominating committee members is defined in the currently applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed. Mr. Zino is an Advisory Member and Mr. Rappaport is the current Chair of each Fund’s Governance and Nominating Committee. The Governance and Nominating Committee’s responsibilities include the oversight of matters relating to the functions and duties of the Board of Trustees (including Board education) and the screening and nomination of candidates for electionfour Trustee Nominees to the Board of Trustees as independent trustees of the Funds. It is the policy of the Governance and Nominating Committee to consider trustee nominees recommended by Shareholders. The procedures by which Shareholders can submit nominee recommendations to the Governance and Nominating Committee are summarized below and set forth in each Fund’s Governance and Nominating Committee Charter. The Governance and Nominating Committee also periodically reviews and recommends for approval by the Board the structure and level of compensation and any related benefits to be paid or provided by the Funds to the Independent Trustees for their services on the Board and any committees of the Board.

~~Qualifications, Evaluation and Identification of Trustee Nominees.~~ ~~The Governance and Nominating Committee~~AIO requires that Trustee candidates have a college degree or equivalent business experience, but has not otherwise established specific minimum qualifications that must be met by an individual to be considered by the Governance and Nominating Committee for nomination as a Trustee. The Governance and Nominating Committee may take into account a wide variety of factors in considering Trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; (ii) relevant industry and related experience, (iii) educational background; (iv) ability, judgment and expertise; and (v) overall diversity of the Board’s composition. The Governance and Nominating Committee may consider candidates for Trustee recommended by the Funds’ current Trustees, the Funds’ officers, the Adviser, Shareholders of any Fund and any other source the Governance and

~~Nominating Committee deems appropriate. The Governance and Nominating Committee may, but is not required to, retain a third-party search firm at the Funds’ expense to identify potential candidates.~~

~~Consideration of Candidates Recommended by Shareholders.~~ The Governance and Nominating Committee of each Fund will review and consider nominees recommended by Shareholders to serve as Trustee, provided that the recommending Shareholder follows the “Procedures for Shareholders to Submit Nominee Candidates for the Funds,” which are set forth as Appendix A to each Fund’s Governance and Nominating Committee Charter. Among other requirements, these procedures provide that the recommending Shareholder must submit any recommendation in writing to the Fund, to the attention of the Fund’s Secretary, at the address of the principal executive offices of the Fund. Among other requirements, these procedures provide that the recommending Shareholder must submit any recommendation in writing to the Fund, to the attention of the Fund’s Secretary, at the address of the principal executive offices of the Fund and that such submission must be received at such offices not less than 45 days nor more than 75 days prior to the date of the Board or Shareholder meeting at which the nominee would be elected. Any recommendation must include certain biographical and other information regarding the candidate and the recommending Shareholder, and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The foregoing description of the requirements is only a summary. ~~Please refer to the Governance and Nominating Committee Charter, available at~~
~~https://www.virtus.com/assets/files/48y/virtus-allianzgi-cef-gov-nom-charter.pdf~~

The Governance and Nominating Committee has full discretion to reject nominees recommended by Shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be nominated for election to the Board of any Fund.

~~Performance Committee.~~ Each Fund’s Performance Committee is currently composed of all Trustees. Mr. Zino is an Advisory Member and Mr. MacLeod is the current Chair of each Fund’s Performance Committee. The Performance Committee’s responsibilities include reviewing the performance of the Funds and any changes in investment philosophy, approach and personnel of the Adviser.

~~Valuation Committee.~~ Each Fund’s Valuation Committee is currently composed of all Trustees. Mr. Zino is an Advisory Member and Mr. Ogden is the current Chair of each Fund’s Valuation Committee. The Valuation Committee has been delegated responsibility by the Board of each Fund for overseeing determinations of the fair value of each Fund’s portfolio securities on behalf of each Fund’s Board in accordance with the Funds’ valuation

procedures. The Valuation Committee reviews and approves procedures for the fair valuation of each Fund’s portfolio securities and periodically reviews information from the Funds’ administrator regarding fair value made pursuant to Board-approved procedures, and makes related recommendations to the full Board and assists the full Board in resolving particular fair valuation and other valuation matters.

~~Meetings.~~

With respect to NCV, during the fiscal year ended February 28, 2021, the Board of Trustees held four regular meetings and nine special meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session ten times, the Performance Committee met in separate session nine times, the Contracts Committee met in separate session 11 times, the Compliance Committee met in separate session six times and the Valuation Committee met in separate session nine times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NCV that were held during the fiscal year ended February 28, 2021.

With respect to NCZ, during the fiscal year ended February 28, 2021, the Board of Trustees held four regular meetings and nine special meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session ten times, the Performance Committee met in separate session nine times, the Contracts Committee met in separate session 11 times, the Compliance Committee met in separate session six times and the Valuation Committee met in separate session nine times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NCZ that were held during the fiscal year ended February 28, 2021.

With respect to ACV, during the fiscal year ended January 31, 2021, the Board of Trustees held four regular meetings and seven special meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session ten times, the Performance Committee met in separate session nine times, the Contracts Committee met in separate session 11 times, the Compliance Committee met in separate session six times and the Valuation Committee met in separate session nine times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for ACV that were held during the fiscal year ended January 31, 2021.

~~With respect to NIE, during the fiscal year ended January 31, 2021, the Board of Trustees held four regular meetings and seven special meetings. The~~

Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session ten times, the Performance Committee met in separate session nine times, the Contracts Committee met in separate session 11 times, the Compliance Committee met in separate session six times and the Valuation Committee met in separate session nine times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NIE that were held during the fiscal year ended January 31, 2021.

With respect to NFJ, during the fiscal year ended January 31, 2021, the Board of Trustees held four regular meetings and seven special meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session ten times, the Performance Committee met in separate session eight times, the Contracts Committee met in separate session 11 times, the Compliance Committee met in separate session six times and the Valuation Committee met in separate session nine times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NFJ that were held during the fiscal year ended January 31, 2021.

With respect to CBH, during the fiscal year ended February 28, 2021, the Board of Trustees held four regular meetings and seven special meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session ten times, the Performance Committee met in separate session eight times, the Contracts Committee met in separate session 11 times, the Compliance Committee met in separate session six times and the Valuation Committee met in separate session nine times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for CBH that were held during the fiscal year ended February 28, 2021.

With respect to AIO, during the fiscal year ended February 28, 2021, the Board of Trustees held three regular meetings and seven special meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session ten times, the Performance Committee met in separate session nine times, the Contracts Committee met in separate session 11 times, the Compliance Committee met in separate session six times and the Valuation Committee met in separate session nine times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for AIO that were held during the fiscal year ended February 28, 2021.

~~The Trustees do not attend the annual Shareholder meetings.~~

~~Shareholder Communications with the Board of Trustees.~~ The Board of Trustees of each Fund has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board of Trustees, [name of Fund], c/o Angela Borreggine, Secretary, One Financial Plaza, Hartford, CT 06103. The Secretary of each Fund or her designee is responsible for reviewing properly submitted Shareholder communications. After reviewing such a communication, the Secretary shall either (i) promptly provide a copy of the communication to the Chair of the Board and, upon consultation with the Chair of the Board, determine whether such communication should be provided to the Board and/or Counsel to the Independent Trustees of the Board and/or others, for appropriate consideration and response, as appropriate or (ii) if a properly submitted communication is addressed to the attention of one or more specific Trustees, promptly provide a copy of the communication to the specific Trustee(s). The Secretary may, in good faith, determine that a Shareholder communication should not be provided to the Board because it does not reasonably relate to a Fund or its operations, management, activities, policies, service providers, Board, officers, Shareholders or other matters relating to an investment in the Fund or is otherwise routine or ministerial in nature. These procedures do not apply to any Shareholder proposal submitted pursuant to Rule 14a-8 under the Exchange Act or any communication made in connection with such a proposal. A Fund’s Trustees are not required to attend the Fund’s annual Shareholder meetings or to otherwise make themselves available to Shareholders for communications, other than by the aforementioned procedures.

~~Delinquent Section 16(a) Reports.~~ Each Fund’s Trustees and certain officers, investment advisers, certain affiliated persons of the investment advisers and persons who beneficially own more than 10% of any class of outstanding securities of a Fund (~~i.e~~., a Fund’s Common Shares or Preferred Shares) are required to file forms reporting their affiliation with the Fund and reports of ownership and changes in ownership of the Fund’s securities with the Securities and Exchange Commission (the “SEC”) and the NYSE. These persons and entities are required by SEC regulation to furnish the Fund with copies of all such forms they file. Based solely on a review of these forms furnished to each Fund, each Fund believes that each of the Trustees, relevant officers, investment advisers and relevant affiliated persons of the investment advisers and the persons who beneficially own more than 10% of any class of outstanding securities of a Fund has complied with all applicable filing requirements during each Fund’s respective fiscal year.

~~Required Vote.~~

~~The election of Mr. Aylward and the re-election of Ms. DeCotis and Mr. MacLeod to the Board of Trustees of NCV will require the affirmative vote of~~ a plurality of the votes cast on the matter by the Common Shareholders of that Fund at the Annual Meeting, provided a quorum is present.

The election of four Trustee Nominees to the Board of CBH requires a plurality of the votes cast on the matter by the Common Shareholders of that Fund at the Annual Meeting, provided a quorum is present.

The election of four Trustee Nominees to the Board of NCV requires a plurality of the votes cast on the matter by the Common Shareholders and Preferred Shareholders (voting together as a single class) of ~~NCV cast in the election of Trustees~~that Fund at the Annual Meeting, ~~in person or by proxy.~~provided a quorum is present. The election of ~~Mr. Drummond will require~~one Trustee Nominee (F. Ford Drummond) to the Board of NCV requires a plurality of the votes ofcast on the matter by the Preferred Shareholders of ~~NCV cast in the election of Trustees~~that Fund at the ~~meeting, in person or by proxy, with each Preferred Share entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share.~~Annual Meeting, provided a quorum is present.

The election of ~~Messrs. Aylward and McLoughlin and the re-election of Messrs. Kertess and MacLeod~~four Trustee Nominees to the Board of ~~Trustees of~~ NCZ ~~will require the affirmative vote of~~requires a plurality of the votes ofcast on the matter by the Common Shareholders and Preferred Shareholders (voting together as a single class) of ~~NCZ cast in the election of Trustees~~that Fund at the Annual Meeting, ~~in person or by proxy.~~provided a quorum is present. The election of ~~Mr. Drummond will require~~one Trustee

Nominee (F. Ford Drummond) to the Board of NCZ requires a plurality of the votes ofcast on the matter by the Preferred Shareholders of ~~NCZ cast in the election of Trustees~~that Fund at the ~~meeting, in person or by proxy, with each Preferred Share entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share.~~Annual Meeting, provided a quorum is present.

The election of ~~Messrs. Aylward and McLoughlin and the re-election of Ms. DeCotis~~four Trustee Nominees to the Board of ~~Trustees of~~ ACV ~~will require the affirmative vote of~~requires a plurality of the votes ofcast on the matter by the Common Shareholders and Preferred Shareholders (voting together as a single class) of ~~ACV cast in the election of Trustees~~that Fund at the Annual Meeting, ~~in person or by proxy.~~provided a quorum is present. The election of ~~Ms. Cogan will require~~one Trustee Nominee (Sarah E. Cogan) to the Board of ACV requires a plurality of the votes ofcast on the matter by the Preferred Shareholders of ~~ACV cast in the election of Trustees~~that Fund at the ~~meeting, in person or by proxy.~~Annual Meeting, provided a quorum is present.

The election of ~~Messrs. Aylward and McLoughlin and the re-election of Messrs. Drummond and MacLeod~~four Trustee Nominees to the Board of ~~Trustees of NIE will require the affirmative vote of~~NFJ requires a plurality of the votes ofcast on the matter by the Common Shareholders of ~~the~~that Fund ~~cast in the election of Trustees~~ at the Annual Meeting, ~~in person or by proxy.~~provided a quorum is present.

The election of ~~Messrs. Aylward and McLoughlin and the re-election of Messrs. Kertess, MacLeod and Ogden~~four Trustee Nominees to the Board of ~~Trustees of NFJ will require the affirmative vote of~~NIE requires a plurality of the votes ofcast on the matter by the Common Shareholders of ~~the~~that Fund ~~cast in the election of Trustees~~ at the Annual Meeting, ~~in person or by proxy.~~provided a quorum is present.

The election of ~~Mr. Aylward and the re-election of Messrs. Kertess, Ogden, Rappaport and Scoon~~four Trustee Nominees to the Board of ~~Trustees~~VGI requires a majority of ~~CBH will require~~ the ~~affirmative vote~~votes cast on the matter by the Common Shareholders of that Fund at the Annual Meeting, provided a quorum is present.

The election of four Trustee Nominees to the Board of EDF requires a plurality of the votes ofcast on the matter by the Common Shareholders of ~~the~~that Fund ~~cast in the election of Trustees~~ at the Annual Meeting, ~~in person or by proxy.~~provided a quorum is present.

The election of ~~Messrs. Aylward, Drummond, MacLeod and McLoughlin~~four Director Nominees to the Board of ~~Trustees of AIO will require the affirmative vote of~~ZTR requires a plurality of the votes cast on the matter by the Common Shareholders of that Fund at the Annual Meeting, provided a quorum is present.

Under a plurality vote, the candidates who receive the highest number of votes will be elected, even if they receive approval from less than a majority of the votes cast. Because the Trustee Nominees are running unopposed, all Trustee Nominees of each Fund requiring a plurality vote are expected to be elected as Trustees, as all Trustee Nominees who receive votes in favor will be elected if a quorum is present, while votes not cast or votes to withhold will have no effect on the election outcome.

THE FUNDS’ BOARDS, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE “FOR”
THE ELECTION OF EACH TRUSTEE NOMINEE IN PROPOSALS 1a THROUGH 10d.

Signed but unmarked proxies will be voted in accordance with the Board’s recommendation.

4433

~~votes~~ADDITIONAL INFORMATION ABOUT TRUSTEES AND OFFICERS

Leadership Structure of the ~~Common Shareholders~~Board of Trustees

The primary responsibility of each Board is to represent the interests of the relevant Fund and to provide general oversight of the management of the Fund. Each Fund’s day-to-day operations are managed by its Adviser, its Subadviser(s), and other service providers who have been approved by the Board. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.

In addition to five regularly scheduled meetings per year, each Board expects to hold special meetings in person, via videoconference or via telephone to discuss specific matters that may require consideration prior to the next regular meeting. As discussed below, each Board has established standing committees to assist it in performing its oversight responsibilities, and each such committee has a chair. Each Board may also designate working groups or ad hoc committees as it deems appropriate.

The Trustees of the Funds believe that an effective board should have perspectives informed by a range of viewpoints, skills, expertise, experiences and backgrounds. The Trustees endorse a diverse, inclusive and equitable environment for the Board where all members are respected, valued and engaged. As a result, when identifying and recruiting new Trustees and considering Board composition, committee composition and leadership roles, the Governance and Nominating Committee shall consider, among other attributes, diversity of race, ethnicity, color, religion, national origin, age, gender, disability, sexuality, culture, thought and geography, as well as numerous other dimensions of human diversity.

Mr. McLoughlin serves as Chair of each Board. The Chair’s primary role is to participate in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The Chair also presides at all meetings of the Board and between meetings generally acts as a liaison with the Funds’ service providers, officers, legal counsel and the other Trustees. The Chair may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Fund’s Charter and/or Bylaws, or as assigned by the Board, the designation of Chair does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.

Each Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or

working groups of Trustees and the full Board in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chair and Chief Executive Officer of the company that is now Virtus Investment Partners; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with The Phoenix Companies, Inc., and (b) the passage of time.

Each Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Funds’ shareholders. Nevertheless, each Board also believes that having an interested person serve on the Board brings corporate and financial viewpoints that are, in each Board’s view, crucial elements in its decision-making process. In addition, each Board believes that Mr. Aylward, who is currently the President of the Advisers, and the President and Chief Executive Officer of Virtus, and serves in various executive roles with other affiliates of the Advisers who provide services to the Funds, provides each Board with the applicable Adviser’s perspective in managing and sponsoring other Virtus registered funds as well as the perspective of other service providers to the Funds. The leadership structure of each Board may be changed at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Funds.

Board’s Role in Risk Oversight

As a registered investment company, each Fund is subject to a variety of risks, including investment risks, financial risks, valuation risks, operational risks, compliance risks, and legal and regulatory risks. As part of its overall activities, each Fund’s Board oversees the management of the Fund’s risk management structure by the Fund’s Adviser, Subadvisers, administrator, officers and others. The responsibility to manage the Funds’ risk management structure on a day-to-day basis is subsumed within the other responsibilities of these parties. Each Board then considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Board and its committees, and within the context of any ad hoc communications with the Funds’ service providers and officers. Each Fund’s Adviser, Subadviser(s), administrator, officers and/or legal counsel prepare regular reports to the Fund’s Board that address certain investment, valuation, compliance and other matters, and the Board as a whole or its committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a committee, the Chair or a senior officer.

Each Board receives regular written reports describing and analyzing the investment performance of the Funds. In addition, the portfolio managers of the Funds and representatives of the Subadvisers meet with the Board periodically to discuss portfolio performance and answer the Board’s questions with respect to portfolio strategies and risks.

Each Board receives regular written reports from the Funds’ Chief Financial Officer (“CFO”) that enable the Board to monitor the number of fair valued securities in each Fund’s portfolio; and Board members have the ability to discuss with the CFO the reasons for the fair valuation and the methodology used to arrive at the fair value. The Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds’ independent auditors in connection with the review of the results of the audit of the Funds’ year-end financial statements.

Each Board also receives regular compliance reports prepared by the compliance staff of the Adviser and the Subadviser(s), and meets regularly with the Funds’ Chief Compliance Officer (“CCO”) to discuss compliance issues, including compliance risks. As required under applicable rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an annual written compliance report to the Board. The CCO, as well as the compliance staff of the Advisers, provide the Board with reports on their examinations of functions and processes within the Advisers and the Subadvisers that affect the Funds. The Board also adopts compliance policies and procedures for the Funds and approves such procedures as appropriate for certain of the Funds’ service providers. The compliance policies and procedures are specifically designed to detect and prevent violations of the federal securities laws.

In connection with its annual review of each Fund’s advisory, subadvisory and administration agreements, the Board reviews information provided by the Adviser, the Subadviser(s) and administrator relating to their operational capabilities, financial conditions and resources, among other matters. The Board may also discuss particular risks that are not addressed in its regular reports and processes.

Each Board recognizes that it is not possible to eliminate all of the risks applicable to a Fund. The Board periodically reviews the effectiveness of its oversight of the Fund ~~cast~~and any other funds overseen by the Board, and the processes and controls in place to limit identified risks. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role. The Board also receives regular reports regarding risk oversight including with respect to liquidity and derivatives in the ~~election~~Funds’ portfolios.

Committees of ~~Trustees at~~ the ~~Meeting, in person or by proxy.~~Board

Each Board has established a number of standing committees to oversee particular aspects of each Fund’s management.

As of the date of this proxy statement, each Fund has five committees: the Audit Committee, the Compliance Committee, the Governance and Nominating Committee, the Executive Committee and the Contracts Committee. Prior to

May 1, 2023, the Board of each of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE had five committees: the Audit Committee, the Compliance and Risk Oversight Committee, the Contracts Committee, the Governance and Nominating Committee, and the Performance Committee. Effective May 1, 2023, the Contracts Committee and Performance Committee were dissolved, the Executive Committee was established and the Compliance and Risk Oversight Committee was renamed the Compliance Committee. Between May 1, 2023 to November 15, 2023, the Board of each of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE had four committees: the Audit Committee, the Compliance Committee, the Governance and Nominating Committee and the Executive Committee. Prior to November 15, 2023, the Board of each of VGI, EDF and ZTR had four committees: the Audit Committee, the Compliance Committee, the Governance and Nominating Committee and the Executive Committee. Effective November 15, 2023, a new Contracts Committee was established for each Fund.

~~THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS.~~Audit Committee. Each Board has adopted a written charter for each Fund’s audit committee (the “Audit Committee”). The Audit Committee is responsible for overseeing each Fund’s accounting and auditing policies and practices. The Audit Committee reviews each Fund’s financial reporting procedures, system of internal control, the independent audit process, and each Fund’s procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is currently composed entirely of Independent Trustees, who are also considered “independent” for purposes of the listing standards of the New York Stock Exchange (the “NYSE”). The Audit Committee’s current members are Donald C. Burke, Chair (all Funds other than CBH, NCV, NCZ and ACV); Deborah A. DeCotis; John R. Mallin (VGI, EDF and ZTR only); Connie D. McDaniel (CBH only); Geraldine M. McNamara (all Funds other than CBH); and Brian T. Zino, Chair (Member for all Funds; Chair for CBH, NCV, NCZ and ACV only). Mr. Burke also is an Advisory Member of the Audit Committee for CBH, NCV, NCZ and ACV and Ms. McNamara also is an Advisory Member of the Audit Committee for CBH. Ms. McDaniel is a Trustee of all the Funds. Each Board has determined that each of Donald C. Burke and Brian T. Zino possesses the technical attributes to qualify as an “audit committee financial expert,” and has designated each of them as an Audit Committee financial expert for each Fund, as applicable. Six meetings of the Audit Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2024, and six meetings of the Audit Committees of VGI, EDF and ZTR were held during the year ended November 30, 2023.

~~ADDITIONAL INFORMATION~~In accordance with proxy rules promulgated by the SEC, the Fund’s Audit Committee charter is being filed as an exhibit to this Proxy Statement, and is available at: https://www.virtus.com/assets/files/491/vf-vcef-vcef-ii-audit-
committee-charter-2023-0830_final.pdf.

Compliance Committee. Each Board has adopted a written charter for each Fund’s compliance committee (the “Compliance Committee”). The Compliance Committee is responsible for overseeing each Fund’s compliance matters. The Compliance Committee oversees and reviews (1) information provided by each Fund’s officers, including each Fund’s CCO, the Fund’s investment adviser and other principal service providers, and others as appropriate; (2) the codes of ethics; (3) whistleblower reports; (4) cybersecurity programs; and (5) distribution programs. The Compliance Committee is composed entirely of Independent Trustees, and its current members are: R. Keith Walton, Chair; Sarah E. Cogan; F. Ford Drummond; and Sidney E. Harris (VGI, EDF and ZTR only). Four meetings of the Compliance Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2024, and four meetings of the Compliance Committees of VGI, EDF and ZTR were held during the year ended November 30, 2023.

Governance and Nominating Committee. Each Board has adopted a written charter for each Fund’s governance and nominating committee (the “Governance and Nominating Committee”). The Governance and Nominating Committee is responsible for developing and maintaining governance principles applicable to the Funds, for nominating individuals to serve as Trustees, including as Independent Trustees, and annually evaluating the Board and Committees.

The Governance and Nominating Committee considers candidates for trusteeship and makes recommendations to each Board with respect to such candidates. There are no specific required qualifications for trusteeship. The committee considers all relevant qualifications of candidates for trusteeship, such as industry knowledge and experience, financial expertise, current employment and other board memberships, and whether the candidate would be qualified to be considered an Independent Trustee. The Board believes that having among its members a diversity of viewpoints, skills and experience and a variety of complementary skills enhances the effectiveness of the Board in its oversight role. The committee considers the qualifications of candidates for trusteeship in this context.

Each Board has adopted a policy for consideration of Trustee nominations recommended by shareholders. With regards to such policy, among other requirements, any shareholder group submitting a nomination must beneficially own, individually or in the aggregate, for at least two full years prior to the date of submitting the nomination, and through the date of the meeting at which such nomination is considered, 4% of the shares of a class of the Fund for which the Trustee nominee is submitted. Shareholder nominees for Trustee will be given the same consideration as any other candidate provided the nominee meets certain minimum requirements.

The Governance and Nominating Committee is currently composed entirely of Independent Trustees; its current members are Brian T. Zino, Chair; Sarah E. Cogan; F. Ford Drummond; Sidney E. Harris (VGI, EDF and ZTR only); and Philip R. McLoughlin. Five meetings of the Governance and Nominating Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2024, and five meetings of the Governance and Nominating Committees of VGI, EDF and ZTR were held during the year ended November 30, 2023.

In accordance with proxy rules promulgated by the SEC, the Fund’s Governance and Nominating Committee charter is available at: https://www.virtus.com/assets/files/48y/vf-vcef-vcef-ii-gov-nom-comm-charter-
2023-0830_final.pdf.

Executive Committee. The function of the Executive Committee is to serve as a delegate of the full Board, as well as act on behalf of the Board when it is not in session, subject to limitations as set by the Board. The Executive Committee is composed entirely of Independent Trustees, and ~~Other~~its members are: Philip R. McLoughlin, Chair; Donald C. Burke (all Funds other than CBH, NCV, NCZ and ACV); Deborah A. DeCotis; Sidney E. Harris (VGI, EDF and ZTR only); Connie D. McDaniel; and Brian T. Zino. Mr. Burke also is an Advisory Member of the Executive Committee for CBH, NCV, NCZ and ACV. Three meetings of the Executive Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2024, and four meetings of the Executive Committees of VGI, EDF and ZTR were held during the year ended November 30, 2023.

Contracts Committee. Each Board has adopted a written charter for each Fund’s contracts committee (the “Contracts Committee”). The Contracts Committee is responsible for reviewing and considering the periodic renewal of the Funds’ investment advisory and administration. The Contracts Committee is composed entirely of Independent Trustees, and its current members are: Sarah E. Cogan, Chair; Donald C. Burke (all Funds other than CBH, NCV, NCZ and ACV); Deborah A. DeCotis; F. Ford Drummond; Sidney E. Harris (VGI, EDF and ZTR only); John R. Mallin (VGI, EDF and ZTR only); Connie D. McDaniel; Philip R. McLoughlin; Geraldine M. McNamara (all Funds other than CBH); R. Keith Walton; and Brian T. Zino. Mr. Burke also is an Advisory Member of the Contracts Committee for CBH, NCV, NCZ and ACV and Ms. McNamara also is an Advisory Member of the Contracts Committee for CBH. Prior to the dissolution of the former Contracts Committee of each of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE on May 1, 2023, one meeting of the Contracts Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE was held during the year ended January 31, 2024. No meetings of the Contracts Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE, established on

November 15, 2023, were held during the year ended January 31, 2024, and no meetings of the Contracts Committees of VGI, EDF and ZTR were held during the year ended November 30, 2023.

Non-Trustee Officers of the Funds

The officers of the Funds are appointed by the Board. The officers receive no compensation from the Funds, but are also officers of Virtus ~~VIA and/~~or the Funds’ administrator, and receive compensation in such capacities. Information about George R. Aylward, the President of the Funds, can be found above within the description of the Trustees’ background.

Name and Year of Birth	Position(s) held with the ~~Funds~~Fund and Length of Time Served	Principal Occupation(s) During Past 5 Years
Batchelar, Peter J. YOB: 1970	Senior Vice President ~~ACV,~~(since 2021), AIO, CBH, NCV, NCZ, ~~NIE,~~ACV, NFJ and NIE Senior Vice President (since ~~2021)~~2017) and Vice President (2016 to 2017), VGI and ZTR Senior Vice President (since 2022), EDF	Senior Vice President, Product Development (since 2017), Vice President, Product Development (2008 to ~~2016),~~2017) and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; ~~Senior~~and various officer positions (since 2008) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.
Bradley, W. Patrick YOB: 1972	Executive Vice President, Chief Financial Officer and Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Executive Vice President (since ~~2021), Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Senior Vice President (since 2017) and Vice President (2008 to~~ 2016), ~~Virtus Mutual Fund Family;~~ Senior ~~Vice President (since 2017) and Vice President (2010 to 2016), Virtus Variable Insurance Trust; Senior Vice President (since 2017) and~~ Vice President (2013 to 2016), ~~Virtus Alternative Solutions Trust;~~Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2011), VGI Executive Vice President, Chief Financial Officer and Treasurer (since 2022), EDF Executive Vice	Executive Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 to 2016) and various officer positions (since ~~2017)~~2004), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Director (since 2023), Stone Harbor Investment Funds plc and ~~Vice President (2016 to 2017)~~Stone Harbor Global Funds plc; Director (since 2019), ~~Duff~~Virtus Global Funds ICAV; Director (since 2013), Virtus Global Funds, plc; various officer positions (since 2006) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Member (since 2022), BNY Mellon Asset Servicing Client Advisory Board.

4540

Name and Year of Birth	Position(s) held with the ~~Funds~~Fund and Length of Time Served	Principal Occupation(s) During Past 5 Years
	President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013), Chief Financial Officer and Treasurer (since 2010), ZTR
Branigan, Timothy YOB: 1976	Vice President and Fund Chief Compliance Officer (since 2022), Assistant Vice President and Deputy Fund Chief Compliance Officer (March to May 2022), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR Vice President and Fund Chief Compliance Officer (since 2022), Assistant Vice President and Deputy Fund Chief Compliance Officer (April to May 2022), EDF	Various officer positions (since 2019) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.
Fromm, Jennifer YOB: 1973	Vice President (since 2021), Assistant Secretary (2021 to 2022) and Chief Legal Officer, Counsel and Secretary (since 2022), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Vice President, Chief Legal Officer, Counsel and Secretary (since 2020), VGI and ZTR Vice President, Chief Legal Officer, Counsel and Secretary (since 2022), EDF	Vice President (since 2016) and Senior Counsel, Legal (since 2007) and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2008) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

Name and Year of Birth	Position(s) held with the Fund and Length of Time Served	Principal Occupation(s) During Past 5 Years
Hackett, Amy YOB: 1968	Vice President and Assistant Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Vice President (since 2013) and Assistant Treasurer (since 2011), VGI Vice President and Assistant Treasurer (since 2022), EDF Vice President (since 2013) and Assistant Treasurer (since 2012), ZTR	Vice President (since 2010) and Assistant Vice President (2007 to 2010), Fund Services, Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2007) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.
Krishnan, Suneeta YOB: 1965	Vice President and Assistant Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Vice President (since 2018) and Assistant Treasurer (since 2011), VGI Vice President and Assistant Treasurer (since 2022), EDF Vice President (since 2018) and Assistant Treasurer (since 2012), ZTR	Vice President (since 2017) and Assistant Treasurer (since 2007), Mutual Fund Administration, Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2009) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.
Rahman, Mahmood YOB: 1967	Assistant Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR Assistant Vice President (since 2022), EDF	Vice President (since 2023), Tax Director (since 2020) and Assistant Vice President, Fund Administration (2020 to 2023), Virtus Investment Partners, Inc.; Assistant Vice President (since 2021) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Assistant Treasurer and Tax Director, Grantham, Mayo, Van Otterloo & Co. LLC

Name and Year of Birth	Position(s) held with the Fund and Length of Time Served	Principal Occupation(s) During Past 5 Years
		~~& Phelps Select MLP and Midstream Energy Fund Inc., Virtus Total Return Fund Inc. and Virtus Global Multi-Sector Income Fund; and Senior Vice President (2017~~(2007 to 2019) ~~and Vice President (2016 to 2017), the former Virtus Total Return Fund Inc.~~
~~Angela Borreggine~~ ~~YOB: 1964~~	~~Vice President, Chief Legal Officer, Counsel and Secretary, ACV, AIO, CBH, NCV, NCZ, NIE, NFJ (since 2021)~~	Vice President and Senior Counsel, Virtus Investment Partners, Inc. (since 2021); Director, Senior Counsel, Chief Legal Officer and Secretary of 62 Funds in the Allianz Global Investors US LLC family of funds (2016 to 2021); Chief Legal Officer and Secretary (2016 to 2020), The Korea Fund, Inc.
~~Bradley, W. Patrick~~ ~~YOB: 1972~~	~~Executive Vice President, Chief Financial Officer and Treasurer, ACV, AIO, CBH, NCV, NCZ, NIE, NFJ (since 2021)~~	Executive Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 to 2016), and various officer positons (since 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Executive Vice President, Chief Financial Officer and Treasurer (since 2021), Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Director (since 2019), Virtus Global Funds ICAV; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2004),

~~Name and Year of Birth~~			~~Position(s) held with~~ ~~the Funds and Length~~ ~~of Time Served~~			~~Principal Occupation(s)~~ ~~During Past 5 Years~~
						Virtus Variable Insurance Trust; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2006), Virtus Mutual Fund Family; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013) and Chief Financial Officer and Treasurer (since 2010), Virtus Total Return Fund Inc.; Executive Vice President (2016 to 2019), Senior Vice President (2013 to 2016), Vice President (2012 to 2013), Chief Financial Officer and Treasurer (since 2010), the former Virtus Total Return Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2011), Virtus Global Multi-Sector Income Fund; Executive Vice President (since 2016), Senior Vice President (2014 to 2016), Chief Financial Officer and Treasurer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), and Chief Financial Officer and Treasurer (since 2013), Virtus Alternative Solutions Trust;

~~Name and Year of Birth~~	~~Position(s) held with~~ ~~the Funds and Length~~ ~~of Time Served~~	~~Principal Occupation(s)~~ ~~During Past 5 Years~~
		~~Director (since 2013), Virtus Global Funds, PLC; and Vice President and Assistant Treasurer (since 2011), Duff & Phelps Utility and Infrastructure Fund Inc.~~
~~Engberg, Nancy J.~~ ~~YOB: 1956~~	~~Senior Vice President, ACV, AIO, CBH, NCV, NCZ, NIE, NFJ (since 2021)~~	Senior Vice President (since 2017), Vice President (2008 to 2017) and Chief Compliance Officer (2008 to 2011 and since 2016), and various officer positions (since 2003), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President and Chief Compliance Officer (since 2021), Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus Mutual Fund Family; Senior Vice President (since 2017), Vice President (2010 to 2017) and Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund; Senior Vice President (since 2017), Vice President (2012 to 2017) and Chief Compliance Officer (since 2012), Virtus Total Return Fund Inc.; Senior

~~Name and Year of Birth~~	~~Position(s) held with~~ ~~the Funds and Length~~ ~~of Time Served~~	~~Principal Occupation(s)~~ ~~During Past 5 Years~~
		Vice President (2017 to 2019), Vice President (2012 to 2017) and Chief Compliance Officer (since 2012), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Vice President (2013 to 2016) and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Trust; Senior Vice President (since 2017), Vice President (2014 to 2017) and Chief Compliance Officer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Chief Compliance Officer (since 2015), ETFis Series Trust I; and Chief Compliance Officer (since 2015), Virtus ETF Trust II.
~~Fromm, Jennifer~~ ~~YOB: 1973~~	~~Vice President and Assistant Secretary, ACV, AIO, CBH, NCV, NCZ, NIE, NFJ (since 2021)~~	Vice President (since 2016) and Senior Counsel (since 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Vice President and Assistant Secretary (since 2021), Virtus AllianzGI Closed-End Funds; Vice President, Chief Legal Officer, Counsel and Secretary (since 2021), Virtus Investment Trust and Virtus Strategy Trust; Vice President and Secretary (since 2020), DNP Select Income Fund Inc., Duff & Phelps Utility and Infrastructure Fund Inc., and DTF Tax-Free Income Inc.; Vice President, Chief Legal Officer and Secretary (since

~~Name and Year of Birth~~	~~Position(s) held with~~ ~~the Funds and Length~~ ~~of Time Served~~	~~Principal Occupation(s)~~ ~~During Past 5 Years~~
		2019), Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Total Return Fund Inc. and Virtus Global Multi-Sector Income Fund; Vice President (since 2017) and Assistant Secretary (since 2008), Virtus Mutual Funds Family; Vice President, Chief Legal Officer, and Secretary (since 2013), Virtus Variable Insurance Trust; and Vice President, Chief Legal Officer, and Secretary (since 2013), Virtus Alternative Solutions Trust..
Short, Julia R. YOB: 1972	Senior Vice President ~~ACV,~~(since 2021), AIO, CBH, NCV, NCZ, ~~NIE,~~ACV, NFJ and NIE Senior Vice President (since ~~2021)~~2018), VGI and ZTR Senior Vice President (since 2022), EDF	Senior Vice President, Product Development (since 2017), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President (since ~~2021),~~2017) of various registered funds advised by subsidiaries of Virtus Investment ~~Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Senior Vice President (since 2018), Duff & Phelps Select MLP and Midstream Energy Fund~~Partners, Inc., Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Senior Vice President (2018 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Virtus Mutual Fund Family; President and Chief Executive Officer, RidgeWorth Funds (2007 to 2017); and Managing Director, Product Manager, RidgeWorth

~~Name and Year of Birth~~	~~Position(s) held with~~ ~~the Funds and Length~~ ~~of Time Served~~	~~Principal Occupation(s)~~ ~~During Past 5 Years~~
		Investments (2004 to 2017).
Smirl, Richard W. YOB: 1967	Executive Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR Executive Vice President (since 2022), EDF	Chief Operating Officer (since 2021), Virtus Investment Partners, Inc.; Executive Vice President (since 2021), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Executive Vice President (since 2021) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; Chief Operating Officer (2018 to 2021), Russell Investments; Executive Director (Jan. to July 2018), State of Wisconsin Investment Board; and Partner and Chief Operating Officer (2004 to 2018), William Blair Investment Management.
Thaker, Nikita K. YOB: 1978	Vice President, Controller and Assistant Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Vice President and Controller (since 2021) and Assistant Treasurer (since 2017), VGI Vice President, Controller and Assistant Treasurer (since 2022), EDF Vice President and Controller (since 2021) and Assistant Treasurer (since 2013), ZTR	Vice President (since 2021) and Assistant Vice President (2016 to 2021), Mutual Fund Administration, Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2013) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

~~Adviser~~

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”) and ~~Subadvisers.~~ ~~Virtus Investment~~Section 30(h) of the 1940 Act require, among other persons, the officers and Trustees of the Funds, Advisers ~~Inc. (the “Adviser”~~and certain affiliates of the Advisers (“Reporting Persons”) ~~acts as investment adviser~~to file reports of ownership of the Funds’ securities and changes in such ownership with the SEC and the NYSE. Reporting Persons are also required by such regulations to furnish the Funds with copies of all Section 16(a) forms they file.

Delinquent Section 16(a) Reports

Based solely on its review of the copies of Forms 3, 4 and 5 and amendments thereto furnished to the ~~Funds.~~Funds and representations of certain Reporting Persons, each Fund believes that all required Section 16(a) ownership reports were filed during its most recent fiscal year, except that one Form 4 was filed late by W. Patrick Bradley. The ~~Adviser is responsible for overseeing the investment management and administration services provided~~late Form 4 related to the ~~Funds. The Adviser is located at One Financial Plaza, Hartford, CT 06103. The Adviser~~purchase of Common Shares of ZTR on September 1, 2023. A Form 4 for the foregoing transaction has ~~delegated~~since been filed with the day-to-day portfolio management of the NFJ fund to NFJ Group and AllianzGI US. The Adviser has delegated the day-to-day portfolio management of all other Funds to AllianzGI US. NFJ Group is an affiliate of the Adviser and, like the Adviser, an indirect wholly owned subsidiary of Virtus Investment Partners, Inc. NFJ Group is located at 2100 Ross Avenue, Suite 700, Dallas, TX 75201. AllianzGI US is located at 1633 Broadway, New York, New York 10019, and is a majority-owned indirect subsidiary of Allianz SE, a publicly traded European-based multinational insurance and financial services holding company.SEC.

Information about each Fund’s Independent Registered Public ~~Accounting Firm.~~Accountant

The ~~Audit Oversight Committee of~~1940 Act requires that each Fund’s ~~Board and the full Board of each Fund unanimously selected PricewaterhouseCoopers LLP (“PwC”) as the~~ independent registered public accounting firm be selected by the vote, cast in person, of a majority of the members of the Board who are not interested persons of the Fund. In addition, the listing standards of the NYSE vest the Audit Committee, in its capacity as a committee of the Board, with responsibility for the ~~fiscal years ending January 31, 2021 for ACV, NIE~~appointment, compensation, retention and ~~NFJ, and February 28, 2021 for NCV, NCZ, CBH and AIO. PwC served as~~oversight of the work of the Fund’s independent registered public accounting ~~firm of each Fund~~firm. AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s financial statements for the ~~last fiscal~~ year ended January 31, 2024, and ~~also serves as~~VGI’s, EDF’s and ZTR’s financial statements for the year ended November 30, 2023, have been audited by PricewaterhouseCoopers LLP (“PwC”), an independent registered public accounting ~~firm of various other investment companies for which~~firm. PwC has been selected to perform the ~~Adviser serves as investment adviser. PwC is located at 2001 Market Street, Philadelphia, PA 19103-7042. None~~audit of the ~~Funds knows~~financial statements of ~~any direct~~AIO, CBH, NCV, NCZ, ACV, NFJ and NIE for the year ending January 31, 2025, and of the financial ~~or material indirect financial interest~~statements of VGI, ZTR and EDF for the year ending November 30, 2024. Representatives of PwC ~~in the Funds.~~

~~A representative of PwC, if requested by any Shareholder, will~~are not expected to be present at the ~~Meeting via telephone to respond to appropriate questions from Shareholders~~Annual Meeting.

Audit Committee Report — AIO, CBH, NCV, NCZ, ACV, NFJ and ~~will have an opportunity to make a statement if he or she chooses to do so.~~NIE

~~Report~~The Audit Committee oversees the Fund’s financial reporting process on behalf of the ~~Audit Oversight Committee.~~Board of Directors or Board of Trustees of each Fund and operates under a written charter adopted by the Board. The Committee meets with the Funds’ management (“Management”) and independent registered

public accounting firm and reports the results of its activities to the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

In connection with the audit of each Fund’s financial statements for the fiscal year ended January 31, ~~2021 for ACV, NIE and NFJ and February 28, 2021 for CBH, NCV, NCZ and AIO,~~2024, the Audit ~~Oversight~~ Committee: (1) reviewed and discussed each Fund’s ~~2021~~2024 audited financial statements with ~~management,~~Management, (2) discussed with the independent auditors the matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board, (3) received and reviewed the written disclosures and the letter from the independent accountant required by applicable requirements of the Public

Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit ~~Oversight~~ Committee concerning independence, and (4) discussed with the independent accountant its independence. Based on the foregoing reviews and discussions, the Audit ~~Oversight Committees~~Committee recommended to the Boards that each Fund’s audited financial statements be included in each Fund’s Annual Report to Shareholders for the fiscal year ended in ~~2021.~~2024.

The Audit ~~Oversight~~ Committee

~~Sarah E. Cogan~~Donald C. Burke (Member and Chair of AIO, NFJ and NIE only)
Deborah A. DeCotis
~~F. Ford Drummond~~Connie D. McDaniel (CBH only)
~~Hans W. Kertess~~Geraldine M. McNamara (all Funds other than CBH)
~~James S. MacLeod~~Brian T. Zino (Chair of CBH, NCV, NCZ and ACV only)

Audit Committee Report — VGI, EDF and ZTR

The Audit Committee oversees the Fund’s financial reporting process on behalf of the Board of Directors or Board of Trustees of each Fund and operates under a written charter adopted by the Board. The Committee meets with the Funds’ management (“Management”) and independent registered public accounting firm and reports the results of its activities to the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

In connection with the audit of each Fund’s financial statements for the fiscal year ended November 30, 2023, the Audit Committee: (1) reviewed and discussed each Fund’s 2023 audited financial statements with Management, (2) discussed with the independent auditors the matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board, (3) received and reviewed the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning

independence, and (4) discussed with the independent accountant its independence. Based on the foregoing reviews and discussions, the Audit Committee recommended to the Boards that each Fund’s audited financial statements be included in each Fund’s Annual Report to Shareholders for the fiscal year ended in 2023.

~~Philip R. McLoughlin~~The Audit Committee
~~William B. Ogden, IV~~
~~Alan Rappaport~~
~~Davey S. Scoon (Chair)~~*

~~Pre-approval~~Donald C. Burke
Deborah A. DeCotis
John R. Mallin
Connie D. McDaniel (Chair)
Brian T. Zino

Effective February 27, 2024, Geraldine M. McNamara was appointed to the Audit Committee for each of VGI, EDF and ZTR. Effective March 1, 2024, Ms. McDaniel stepped down as a member and Chair of the Audit Committee for each of of VGI, EDF and ZTR and Mr. Burke was appointed Audit Committee Chair for each of VGI, EDF and ZTR.

The Audit Committee’s Pre-Approval Policies and ~~Procedures.~~Procedures

Each ~~Fund’s Audit Oversight Committee~~Board has adopted ~~written~~ policies ~~relating~~and procedures with regard to the pre-approval of ~~audit~~services provided by the Fund’s independent auditors, as applicable. Audit, audit-related and ~~permitted~~tax compliance services provided to the Funds on an annual basis require specific pre-approval by each Audit Committee. Each Audit Committee must also approve other non-audit services provided to each of the Funds and those non-audit services provided to the Funds’ affiliated service providers that relate directly to the operations and financial reporting of the Funds. Certain of these non-audit services that the Board believes are (i) consistent with the SEC’s auditor independence rules and (ii) routine and recurring services that will not impair the independence of the independent auditors may be ~~performed~~approved by ~~the~~a Board without consideration on a specific case-by-case basis.

During each of AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2024 and each of VGI’s, EDF’s and ZTR’s fiscal year ended November 30, 2023, all audit, audit-related, tax and non-audit services provided by each Fund’s independent registered public accounting firm. Under the policies, on an annual basis, a Fund’s Audit Oversight Committee reviews and pre-approves proposed audit and permitted non-audit services to be performed by the independent registered public accounting firm, ~~on behalf of the Fund.~~

In addition, each Fund’s Audit Oversight Committee pre-approves annually any permitted non-audit services (including audit-related services) to be provided by the independent registered public accounting firmas applicable, to the Fund’s Adviser, ~~and~~Newfleet, Stone Harbor, Duff & Phelps or NFJ Group, as applicable, or any entity controlling, controlled by, or under common control with the Fund’s Adviser that provides ongoing services to the Fund (together, the “Accounting Affiliates”), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Fund. Although the Audit Oversight Committee does not pre-approve all services providedor Newfleet, Stone Harbor, Duff & Phelps or NFJ Group, as applicable, were pre-approved by the Fund’s Audit Committee. For more information about each Fund’s independent registered public accounting firm, to Accounting Affiliates (for instance, if the engagement does not relate directly to the operations and financial reporting of the Fund), the Committee receives an annual report from the independent registered public accounting firm showing the aggregate fees paid by Accounting Affiliates for such services.

Each Fund’s Audit Oversight Committee may also from time to time pre-approve individual non-audit services to be provided to the Fund or an Accounting Affiliate that were not pre-approved as part of the annual process described above. The Chair of each Fund’s Audit Oversight Committee (or anysee “Additional Information — Independent Auditors.”

5246

Shareholder Communications to the Trustees

Each Board has adopted the following procedures for shareholders and other ~~member of~~persons to send communications to the ~~Committee to whom this responsibility has been delegated)~~Board. Shareholders and other persons may also pre-approve these individual non-audit services, provided that the fee for such services does not exceed certain pre-determined dollar thresholds. Any such pre-approval by the Chair (or by a delegate) is reportedmail written communications to the full ~~Audit Oversight Committee at~~Board, to committees of the Board or to specific individual Trustees in care of the applicable Fund, 101 Munson Street, Greenfield, MA 01301. All such communications received by the Funds will be forwarded to the full Board, the relevant Board committee or the specific individual Trustee, as applicable, except that the Funds may, in good faith, determine that a communication should not be so forwarded if it does not reasonably relate to the Fund or its ~~next regularly scheduled meeting.~~operations, management, activities, policies, service providers, Board, officers, shareholders or other matters relating to an investment in the Fund or is purely ministerial in nature.

Beneficial Ownership of Securities

As of the Record Date, the Funds’ Trustees and executive officers, as a group, owned less than 1% of the Funds’ outstanding Shares. As of April 3, 2024, the current Trustees owned Shares of each Fund in the following amounts:

Name of Trustee

Dollar Range
of Equity
Securities in AIO

Dollar Range
of Equity
Securities in CBH

Dollar Range
of Equity
Securities in NCV

Dollar Range
of Equity
Securities in NCZ

Independent Trustees

Donald C. Burke

$10,001 – $50,000

Sarah E. Cogan

$10,001 – $50,000

$1 – $10,000

Deborah A. DeCotis

$10,001 – $50,000

None

$1 – $10,000

F. Ford Drummond

$1 – $10,000

Sidney E. Harris

N/A

John R. Mallin

N/A

Connie D. McDaniel

$50,001 – $100,000

None

Philip R. McLoughlin

$1 – $10,000

None

$1 – $10,000

None

Geraldine M. McNamara

None

R. Keith Walton

None

Brian T. Zino

$10,001 – $50,000

None

$10,001 – $50,000

$1 – $10,000

Interested Trustee

George R. Aylward

Over $100,000

None

$10,001 – $50,000

Name of Trustee

Dollar Range
of Equity
Securities in ACV

Dollar Range
of Equity
Securities in NFJ

Dollar Range
of Equity
Securities in NIE

Dollar Range
of Equity
Securities in VGI

Independent Trustees

Donald C. Burke

$10,001 – $50,000

Sarah E. Cogan

$10,001 – $50,000

Deborah A. DeCotis

$1 – $10,000

None

F. Ford Drummond

$50,001 – $100,000

$1 – $10,000

$10,001 – $50,000

$1 – $10,000

Name of Trustee

Dollar Range
of Equity
Securities in ACV

Dollar Range
of Equity
Securities in NFJ

Dollar Range
of Equity
Securities in NIE

Dollar Range
of Equity
Securities in VGI

Sidney E. Harris

N/A

$10,001 – $50,000

John R. Mallin

N/A

$1 – $10,000

Connie D. McDaniel

None

$10,001 – $50,000

Philip R. McLoughlin

None

$10,001 – $50,000

Geraldine M. McNamara

None

$1 – $10,000

R. Keith Walton

$1 – $10,000

None

$1 – $10,000

Brian T. Zino

$10,001 – $50,000

Interested Trustee

George R. Aylward

$50,001 – $100,000

$10,001 – $50,000

Name of Trustee	Dollar Range of Equity Securities in EDF	Dollar Range of Equity Securities in ZTR	Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustees in Family of Registered Investment Companies*
Independent Trustees
Donald C. Burke	$10,001 – $50,000	$10,001 – $50,000	Over $100,000
Sarah E. Cogan	None	$10,001 – $50,000	Over $100,000
Deborah A. DeCotis	None	None	Over $100,000
F. Ford Drummond	$10,001 – $50,000	$1 – $10,000	Over $100,000
Sidney E. Harris	None	$10,001 – $50,000	Over $100,000
John R. Mallin	$10,001 – $50,000	$1 – $10,000	Over $100,000
Connie D. McDaniel	None	$10,001 – $50,000	Over $100,000
Philip R. McLoughlin	None	$50,001 – $100,000	Over $100,000
Geraldine M. McNamara	None	$1 – $10,000	Over $100,000
R. Keith Walton	None	$10,001 – $50,000	Over $100,000
Brian T. Zino	$10,001 – $50,000	$10,001 – $50,000	Over $100,000
Interested Trustee
George R. Aylward	None	$50,001 – $100,000	Over $100,000

The ~~pre-approval policies provide~~term, “Family of Registered Investment Companies”, means any two or more registered investment companies that share the same investment adviser or principal underwriter or hold themselves out to investors as related companies for ~~waivers~~purposes of the requirement that the Audit Oversight Committee pre-approve permitted non-audit services provided to the Funds or their Accounting Affiliates pursuant to de minimis exceptions described in Section 10A of the Exchange Actinvestment and ~~applicable regulations (referred to herein as the “de minimis exception”).~~investor services.

~~Audit Fees.~~ Audit Fees are fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. For each Fund’s last two fiscal years, the Audit Fees billed by PwC are shown in the table below:

Fund Fiscal Year Ended Audit Fees
NIE January 31, 2021 $ 66,503
January 31, 2020 $ 64,192
NFJ January 31, 2021 $ 78,671
January 31, 2020 $ 75,937
ACV January 31, 2021 $ 75,993
January 31, 2020 $ 73,352
NCV February 29, 2020 $ 83,356
February 28, 2021 $ 80,459
NCZ February 29, 2020 $ 83,356
February 28, 2021 $ 80,459
CBH February 29, 2020 $ 77,182
February 28, 2021 $ 74,500
AIO February 28, 2021 $ 72,520
February 29, 2020 $ 70,000

Audit-Related Fees are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees” above, and that include accounting consultations, agreed-upon procedure reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares), attestation reports and comfort letters.Board Meetings

The ~~table below shows, for each Fund’s last two~~Funds have not established a policy with respect to Trustee attendance at annual shareholder meetings. Ten meetings of their respective Board were held during AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal ~~years, the Audit-Related Fees billed by PwC to that Fund. During those~~year ended January 31, 2024, and eight meetings of their respective Board were held during VGI’s, EDF’s and ZTR’s fiscal ~~years, there~~year ended November 30, 2023.

5348

~~were no Audit-Related Fees billed by PwC to the Funds’ Accounting Affiliates for audit-related services related directly to the operation~~During AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and ~~financial reporting~~NIE’s fiscal year ended January 31, 2024 and VGI’s, EDF’s and ZTR’s fiscal year ended November 30, 2023, each Trustee attended at least 75% of the ~~Funds.~~

Fund Fiscal Year Ended Audit-Related Fees
NIE January 31, 2021 $ 0
January 31, 2020 $ 0
NFJ January 31, 2021 $ 0
January 31, 2020 $ 0
ACV January 31, 2021 $ 0
January 31, 2020 $ 0
NCV February 28, 2021 $ 17,738
February 29, 2020 $ 17,738
NCZ February 28, 2021 $ 17,738
February 29, 2020 $ 30,238
CBH February 28, 2021 $ 0
February 29, 2020 $ 0
AIO February 28, 2021 $ 0
February 29, 2020 $ 0

~~Tax Fees.~~ ~~Tax Fees are fees associated with tax compliance, tax advice~~total number of Board meetings and ~~tax planning, including services relating to the filing or amendment~~committee meetings of ~~federal, state or local income tax returns, regulated investment company qualification reviews,~~which such Trustee was a member.

Compensation of Independent Trustees and ~~tax distribution and analysis reviews.~~ Advisory Board Members

The ~~table below shows, for each Fund’s last two fiscal years,~~following tables provide information regarding the aggregate ~~Tax Fees billed by PwC~~compensation paid to each ~~Fund. During those~~Independent Trustee and Advisory Board Member of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE for the fiscal ~~years, there were no Tax Fees billed by PwC to~~year ended January 31, 2024, and each Independent Trustee of VGI, EDF and ZTR for the ~~Funds’ Accounting Affiliates~~fiscal year ended November 30, 2023, for ~~audit-related services related directly to the operation and financial reporting~~serving as a Trustee and/or Advisory Board Member of the Funds and other funds in the same Fund Complex as the Funds. The Trustees do not currently receive any pension or retirement benefits from the Funds or other funds in the Fund Complex. The Interested Trustee does not receive compensation from the Funds or other funds in the Fund Complex.

AIO, CBH, NCV, NCZ, ACV, NFJ and NIE (for fiscal year ended January 31, 2024)

Name of Trustee	Aggregate Compensation from AIO			Aggregate Compensation from CBH			Aggregate Compensation from NCV			Aggregate Compensation from NCZ
Donald C. Burke(1)		$	1,575		$	397		$	815		$	611
Sarah E. Cogan		$	5,979		$	1,502		$	3,152		$	2,361
Deborah A. DeCotis		$	5,979		$	1,502		$	3,152		$	2,361
F. Ford Drummond		$	6,210		$	1,559		$	3,276		$	2,453
Connie D. McDaniel(2)		$	1,790		$	451		$	927		$	694
Philip R. McLoughlin		$	6,636		$	1,667		$	3,492		$	2,615
Geraldine M. McNamara(3)		$	5,993		$	1,505		$	3,159		$	2,366
Alan Rappaport(4)		$	610		$	152		$	326		$	244
R. Keith Walton(5)		$	6,119		$	1,537		$	3,224		$	2,415
Brian T. Zino		$	7,203		$	1,809		$	3,800		$	2,846

Name of Trustee	Aggregate Compensation from ACV			Aggregate Compensation from NFJ			Aggregate Compensation from NIE			Total Compensation from the Funds and Fund Complex(6)
Donald C. Burke(1)		$	511		$	3,206		$	1,525		$	463,000
Sarah E. Cogan		$	1,928		$	11,931		$	5,618		$	393,030
Deborah A. DeCotis		$	1,928		$	11,931		$	5,618		$	380,000

5449

Fund Fiscal Year Ended Tax Fees
NIE January 31, 2021 $ 12,000
January 31, 2020 $ 16,652
NFJ January 31, 2021 $ 12,000
January 31, 2020 $ 18,803
ACV January 31, 2021 $ 12,000
January 31, 2020 $ 18,803
NCV February 28, 2021 $ 12,000
February 29, 2020 $ 18,060
NCZ February 28, 2021 $ 12,000
February 29, 2020 $ 18,060
CBH February 28, 2021 $ 12,000
February 29, 2020 $ 18,025
AIO February 28, 2021 $ 12,000
February 29, 2020 $ 16,652

Name of Trustee	Aggregate Compensation from ACV			Aggregate Compensation from NFJ			Aggregate Compensation from NIE			Total Compensation from the Funds and Fund Complex(6)
F. Ford Drummond		$	2,002		$	12,388		$	5,830		$	381,250
Connie D. McDaniel(2)		$	581		$	3,643		$	1,732		$	413,750
Philip R. McLoughlin		$	2,141		$	13,267		$	6,253		$	633,750
Geraldine M. McNamara(3)		$	1,932		$	11,956		$	5,631		$	491,397
Alan Rappaport(4)		$	196		$	1,209		$	559		$	3,297
R. Keith Walton(5)		$	1,973		$	12,217		$	5,754		$	400,353
Brian T. Zino		$	2,322		$	14,363		$	6,761		$	415,000

~~All Other Fees.~~ All Other Fees are fees related to services other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.” For each Fund’s last two fiscal years, no such fees were billed by PwC to the Fund or the Fund’s Accounting Affiliates.

~~During the periods indicated in the tables above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to the de minimis exception.~~

~~Aggregate Non-Audit Fees.~~(1)

Effective May 1, 2023, Mr. Burke was appointed as an Advisory Board Member of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE. Effective May 23, 2023, Mr. Burke was appointed as a Trustee of AIO, NFJ and NIE.

(2)

Effective May 1, 2023, Ms. McDaniel was appointed as an Advisory Board Member of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE. Effective May 23, 2023, Ms. McDaniel was appointed as a Trustee of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE.

(3)

Effective May 23, 2023, Ms. McNamara was appointed as a Trustee of NCZ and NFJ.

(4)

Effective April 8, 2023, Mr. Rappaport retired as a Trustee.

(5)

Effective May 23, 2023, Mr. Walton was appointed as a Trustee of NCZ. Effective September 1, 2023, Mr. Walton was appointed as a Trustee of CBH.

(6)

The ~~aggregate non-audit fees billed by PwC, during each~~“Fund Complex” includes those registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or for which a Fund’s ~~last two fiscal years, for services rendered to each Fund and~~Adviser or an affiliate of the ~~Fund’s Accounting Affiliates are shown in the table below.~~Adviser, including NFJ Group, serves as investment adviser.

Fund Fiscal Year Ended
Aggregate
Non-Audit
Fees for
Fund

Non-Audit
Fees for
Accounting
Affiliates

Aggregate
Non-Audit
Fees

NIE January 31, 2021 $ 12,000 $ 1,409,502 $ 1,421,502
January 31, 2020 $ 16,652 $ 963,218 $ 979,870
NFJ January 31, 2021 $ 12,000 $ 1,409,502 1,421,502
January 31, 2020 $ 18,803 $ 963,218 $ 982,021
ACV January 31, 2021 $ 12,000 $ 1,409,502 $ 1,421,502
January 31, 2020 $ 18,803 $ 963,218 $ 982,021
NCV** February 28, 2021 $ 29,738 $ — $ 29,738
February 29, 2020 $ 35,798 $ 945,480 $ 981,278

5550

Fund Fiscal Year Ended
Aggregate
Non-Audit
Fees for
Fund

Non-Audit
Fees for
Accounting
Affiliates

Aggregate
Non-Audit
Fees

NCZ** February 28, 2021 $ 29,738 $ — $ 29,738
February 29, 2020 $ 48,298 $ 932,980 $ 981,278
CBH** February 28, 2021 $ 12,000 $ — $ 12,000
February 29, 2020 $ 18,052 $ 963,218 $ 981,243
AIO** February 28, 2021 $ 12,000 $ — $ 12,000
February 29, 2020 $ 16,652 $ 963,218 $ 979,870

VGI, EDF and ZTR (for fiscal year ended November 30, 2023)

Name of Trustee	Aggregate Compensation from VGI			Aggregate Compensation from EDF			Aggregate Compensation from ZTR			Total Compensation from the Funds and Fund Complex(1)
Donald C. Burke		$	1,794		$	1,383		$	8,618		$	453,000
Sarah E. Cogan		$	1,801		$	1,401		$	8,646		$	387,500
Deborah A. DeCotis		$	1,778		$	1,370		$	8,543		$	387,500
F. Ford Drummond		$	1,778		$	1,365		$	8,547		$	387,500
Sidney E. Harris		$	1,704		$	1,272		$	8,221		$	340,000
John R. Mallin		$	1,653		$	1,206		$	7,998		$	340,000
Connie D. McDaniel		$	1,848		$	1,436		$	8,862		$	402,500
Philip R. McLoughlin		$	1,953		$	1,543		$	9,334		$	635,000
Geraldine M. McNamara		$	1,780		$	1,372		$	8,555		$	503,897
R. Keith Walton		$	1,814		$	1,406		$	8,704		$	396,603
Brian T. Zino		$	1,807		$	1,401		$	8,677		$	422,500

**(1)

~~Note the Funds changed various service providers in February 2021. Fiscal 2021 fees reflect the new service provider arrangements from~~The “Fund Complex” includes those registered investment companies that hold themselves out to investors as related companies for purposes of investment and ~~after the time~~investor services or for which a Fund’s Adviser or an affiliate of the ~~transition~~Adviser, including Newfleet, Stone Harbor, Duff & Phelps and ~~the prior service provider arrangements prior to the transition~~.NFJ Group, serves as investment adviser.

~~Each Fund’s Audit Oversight Committee has determined that~~VOTING REQUIREMENTS AND OTHER INFORMATION

Voting Requirements

Voting requirements for each proposal are outlined within the provision by PwC of non-audit services to the Fund’s Accounting Affiliates that were not pre-approved by the Committee was compatible with maintaining the independence of PwC as the Fund’s principal auditors.

~~Other Business.~~ Asdiscussion supporting each respective proposal. For purposes of the ~~date of this Proxy Statement, each Fund’s officers and the Adviser know of no business to come before the~~Annual Meeting, ~~other than as set forth in the Notice. If any other business is properly brought before the Meeting, the persons named as proxies will vote in their sole discretion.~~

~~Quorum, Adjournments and Methods of Tabulation.~~ Aa quorum for each of ~~NIE~~NFJ and ~~NFJ at the applicable Meeting~~NIE will consist of the presence in person (virtually) or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at ~~such Meeting, except that, where~~ the Preferred Shares or Common Shares will vote as separate classes, then 30% of the shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class.Annual Meeting. A quorum for each of NCV and NCZ at the ~~applicable~~Annual Meeting will consist of the presence in person (virtually) or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at the Annual Meeting, except that, (i) where the Common Shares will vote as a separate class, then 30% of such Common Shares entitled to vote will be necessary to constitute a quorum for the transaction of business by such Common Shares and (ii) where the Preferred Shares will vote as a separate class, 30% of the votes represented by such Preferred Shares entitled to vote will be necessary to constitute a quorum for the transaction of business by such Preferred ~~Shares, with each Preferred Share entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share.~~Shares. A quorum for ~~ACV,~~ CBH or AIO at its Meeting will consist of the presence in person (virtually) or by proxy of thirty-three and

5651

one-third percent (331∕3%) of the total Shares of the Fund entitled to vote at such Meeting. A quorum for ACV at its Meeting will consist of the presence in person (virtually) or by proxy of thirty-three and one-third percent (331∕3%) of the total Shares of the Fund entitled to vote at such Meeting, except that, where the Preferred Shares ~~or Common Shares~~ will vote as a separate ~~classes,~~class, then 331∕3% of the ~~shares of each class~~Preferred Shares entitled to vote will be necessary to constitute a quorum for the transaction of business by such Preferred Shares. A quorum for each of VGI and ZTR will be present to transact business if the holders of a majority of the outstanding common shares of that ~~class.~~ Fund entitled to vote at the Annual Meeting are present in person (virtually) or by proxy. A quorum for EDF will be present to transact business if the holders of 30% of the outstanding common shares of the Fund entitled to vote at the Annual Meeting are present in person (virtually) or by proxy.

Shares present in person (virtually) or represented by proxy at the Annual Meeting and abstentions will be included in determining the existence of a quorum at the Annual Meeting. An uninstructed proxy for shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter is a broker “non-vote.” Proxies that reflect broker non-votes will also be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. With respect to Proposals 1a-10d to elect Trustees, where the vote required to approve is the affirmative vote of a percentage of votes cast, broker non-votes or abstentions have no effect because they are not a vote cast. Thus, they are disregarded in determining the “votes cast” on the particular issue.

Signed but unmarked proxies will be voted in accordance with the Board’s recommendation for each Proposal.

Adjournment

AIO, CBH, NCV, NCZ, ACV, NFJ and NIE

If the quorum required for a Proposal for AIO, CBH, NCV, NCZ, ACV, NFJ or NIE has not been met, the persons named in the proxies may propose adjournment of the Annual Meeting with respect to such Proposal and, if adjournment is proposed, will vote all Shares that they are entitled to vote in favor of such adjournment. Any adjournments with respect to the Proposal for ~~a Fund~~AIO, CBH, NCV, NCZ, ACV, NFJ or NIE will require the affirmative vote of a plurality of the Shares of the relevant Fund to be adjourned.

Where the Common Shares will vote as a separate class, the affirmative vote of a plurality of Common Shares present in person (virtually) or by proxy at the session of the Annual Meeting to be adjourned will be necessary to adjourn

the Annual Meeting with respect to such Common Shares. Where the Preferred Shares will vote as a separate class, the affirmative vote of a plurality of votes represented by the Preferred Shares present in person (virtually) or by proxy at the session of the Annual Meeting to be adjourned will be necessary to adjourn the Annual Meeting with respect to such Preferred ~~Shares, with each Preferred Share of NCV and NCZ entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share.~~Shares. The costs of any additional solicitation and of any adjourned session will be borne by the applicable Fund. Any proposals properly before the Annual Meeting for which sufficient favorable votes have been received by the time of the Annual Meeting will be acted upon and such action will be final regardless of whether the Annual Meeting is adjourned to permit additional solicitation with respect to any other proposal with respect to which a quorum has not been reached. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended by the Fund’s Board for approval by shareholders, the Fund may request that brokers and nominee entities, in their discretion, withhold or withdraw submission of broker non-votes in order to avoid the need for solicitation of additional votes in favor of the proposal.

~~Votes cast~~VGI, EDF and ZTR

If a quorum is not present in person (virtually) or by proxy at the time the Annual Meeting for VGI, EDF or ZTR is called to order, or there are not sufficient votes to approve a proposal, the chair of the Annual Meeting may, with respect to that proposal, adjourn the Annual Meeting if the chair determines that an adjournment and further solicitation is reasonable and in ~~person~~the interest of shareholders. In determining whether to adjourn the Annual Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation.

ADDITIONAL INFORMATION ABOUT THE ANNUAL MEETING
AND THE FUNDS

Further Information About Voting and the Annual Meeting

Instructions regarding how to vote via telephone or the Internet are included on the proxy card. The required control number for Internet and telephone voting is printed on the proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, shares are voted in accordance with the proxy card bearing the latest date.

In the event that the Funds solicit votes by having calls placed by officers or employees of the Funds and/or Adviser, or their affiliates, or representatives of a proxy solicitation firm, authorization to permit execution of proxies may be

obtained by the representatives of the proxy solicitation firm receiving telephonic instructions from shareholders of the Funds. Proxies that are obtained telephonically will be recorded in accordance with procedures that the Funds believe are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined.

Only shareholders or their duly appointed proxy holders can attend (virtually) the Annual Meeting and any adjournment or postponement thereof. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions by visiting: www.meetnow.global/MSJQNWR on June 3, 2024 at 3:30 p.m. Eastern Time and entering the control number found in the shaded box of your proxy card.

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. 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 registration materials.

Requests for registration should be directed to us by emailing an image of your legal proxy to shareholdermeetings@computershare.com.

The online meeting will begin promptly at 3:30 p.m. Eastern Time. We encourage you to access the virtual meeting room prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

All shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked thereon or otherwise as provided therein. If you sign the proxy card, but do not fill in a vote, your shares will be voted in accordance with the Board’s recommendation. If any other business is brought before the Annual Meeting, your shares will be voted at the proxies’ discretion.

Shareholders who execute proxy cards or record their voting instructions via telephone or the Internet may revoke their proxies at any time prior to the time they are voted by giving written notice to the Secretary of the Funds, by delivering a subsequently dated proxy (including via telephone or the Internet) prior to the date of the Annual Meeting or by attending (virtually) and voting at the Annual Meeting. Merely attending the Annual Meeting (virtually), however, will not revoke any previously submitted proxy.

The Board has fixed the close of business on April 3, 2024, as the record date for the determination of shareholders of the Funds entitled to notice of, and to vote at, the Annual Meeting. Shareholders of the Funds on that date will be entitled to one vote on each matter to be voted on for each Share held and a fractional vote with respect to each fractional Share with no cumulative voting rights subject to the following exceptions. The election of the Preferred Shares Trustees of NCV, NCZ and ACV will be voted on exclusively by the applicable Fund’s Preferred Shareholders. For NCV and NCZ, with regard to any matter where holders of Preferred Shares are entitled to vote as a class separate from holders of Common Shares, including the election of Preferred Shares Trustees, each Preferred Share will entitle its holder to one vote for every $25.00 in liquidation preference represented by such Preferred Share (and any fraction of $25.00 shall be entitled to a proportionate fractional vote). For ACV, Preferred Shares will entitle their holders to one vote per share in the election of the Preferred Shares Trustees. On each other proposal to be brought before the Annual Meeting (including the election of the nominees other than the Preferred Shares Trustees by all Shareholders), the Preferred Shareholders of each of NCV, NCZ and ACV will have equal voting rights (i.e., one vote per Share) with the applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class. As of the Record Date, NCV and NCZ each had outstanding series of Cumulative Preferred Shares and MRP Shares, each with liquidation preference of $25.00 per share, and ACV had outstanding series of MRP Shares with liquidation preference of $25.00 per share.

Expenses and Proxy Solicitation

The Funds will bear the expense of the Annual Meeting, including preparation, printing and mailing of the enclosed form of proxy, accompanying Notice of Annual Meeting and this Proxy Statement. Each Fund will bear its pro rata portion of such expenses based on its assets, except for mailing expenses, which are paid by each Fund based on its actual mailing expenses to its shareholders. Each Fund, upon request, will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of that Fund’s Shares. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interviews by officers or employees of the Funds and/or Adviser, or their affiliates, or representatives of a proxy solicitation firm. The Funds’ officers will not receive any additional compensation for such solicitation, though a proxy solicitation firm (if one is used) will. The Funds will bear 100% of solicitation costs, if any.

Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be ~~counted by persons appointed by~~mailed to a given address where two or more Shareholders share that address. The Proxy Statement is also available at https://www.proxy-direct.com/vir-33850.

Advisers and Subadvisers

Virtus Investment Advisers, Inc. (“VIA”) acts as investment adviser to all of the Funds except EDF. Virtus Alternative Investment Advisers, Inc. (“VAIA”) acts as investment adviser to EDF. Each Fund’s investment adviser is responsible for overseeing the investment management and administration services provided to the Fund. Both investment advisers are located at One Financial Plaza, Hartford, CT 06103.

VIA has delegated the day-to-day portfolio management of AIO, CBH, NCV, NCZ, ACV and NIE ~~CBH,~~to one Subadviser: Voya; the day-to-day portfolio management of NFJ to two Subadvisers: Voya and ~~AIO~~NFJ Group; the day-to-day portfolio management of VGI to one Subadviser: Newfleet, an operating division of VFIA; and the day-to-day portfolio management of ZTR to two Subadvisers: Newfleet and Duff & Phelps. VAIA has delegated the day-to-day portfolio management of EDF to one Subadviser: Stone Harbor, an operating division of VFIA. Each of NFJ Group, Newfleet, Duff & Phelps and Stone Harbor is an affiliate of VIA and VAIA and, like VIA and VAIA, an indirect wholly owned subsidiary of Virtus Investment Partners, Inc.

NFJ Group is located at 2100 Ross Avenue, Suite 700, Dallas, TX 75201. Newfleet is located at One Financial Plaza, Hartford, CT 06103. Duff & Phelps is located at 200 South Wacker Drive, Suite 500, Chicago, IL 60606. Stone Harbor is located at 31 West 52nd Street, 16th Floor, New York, New York 10019, and One Financial Plaza, Hartford, Connecticut 06103. Voya is located at 230 Park Avenue, New York, New York, 10169, and is a wholly-owned subsidiary of a holding company which is ultimately owned by Allianz SE and Voya Financial, Inc.

Administrator

Virtus Fund Services, LLC (the “Administrator” or “Virtus Fund Services”) serves as ~~tellers (collectively,~~ the ~~“Tellers”)~~administrator for the ~~Meeting. For purposes~~Funds. The Administrator’s principal business office is located at One Financial Plaza, Hartford, CT 06103. The Administrator is an indirect wholly owned subsidiary of ~~determining~~Virtus.

Independent Auditors Fees

The aggregate fees paid to PwC or Deloitte in each of the ~~presence~~last two fiscal years in connection with each Fund’s annual audit were as follows:

Fund	Auditor		Fiscal Year Ended	Audit Fees			Audit- Related Fees*			Tax Fees**			All Other Fees
AIO		PwC	January 31, 2024		$	43,588		$	2,914		$	8,104		$	0
AIO		PwC	January 31, 2023		$	42,525		$	1,424		$	14,864		$	0
CBH		PwC	January 31, 2024		$	47,355		$	2,914		$	8,104		$	0
CBH		PwC	January 31, 2023		$	46,200		$	1,424		$	10,668		$	0
NCV		PwC	January 31, 2024		$	47,355		$	2,914		$	8,104		$	0
NCV		PwC	January 31, 2023		$	46,200		$	18,424		$	9,873		$	0
NCZ		PwC	January 31, 2024		$	47,355		$	2,914		$	8,104		$	0
NCZ		PwC	January 31, 2023		$	46,200		$	18,424		$	7,779		$	0
ACV		PwC	January 31, 2024		$	43,588		$	2,914		$	10,604		$	0
ACV		PwC	January 31, 2023		$	42,525		$	1,424		$	24,705		$	0
NFJ		PwC	January 31, 2024		$	43,588		$	2,914		$	10,604		$	0
NFJ		PwC	January 31, 2023		$	42,525		$	1,424		$	27,717		$	0
NIE		PwC	January 31, 2024		$	43,588		$	2,914		$	10,604		$	0
NIE		PwC	January 31, 2023		$	42,525		$	1,424		$	16,326		$	0
VGI		PwC	November 30, 2023		$	33,881		$	7,931		$	3,504		$	0
VGI		PwC	November 30, 2022		$	33,055		$	4,724		$	4,078		$	0
EDF		PwC	November 30, 2023		$	43,153		$	0		$	0		$	0
EDF		Deloitte	November 30, 2022		$	55,900		$	0		$	5,000		$	0
ZTR		PwC	November 30, 2023		$	33,881		$	7,931		$	5,147		$	0
ZTR		PwC	November 30, 2022		$	33,050		$	4,724		$	4,078		$	1,500

“Audit-Related Fees” are those related to performance of ~~a quorum for~~the audit and review of each Fund’s financial statements not disclosed under “Audit Fees.”

“Tax Fees” are those primarily associated with review of each Fund’s tax provision and Regulated Investment Company qualification in connection with audits of each Fund’s financial statements, review of year-end distributions by each Fund to avoid excise tax, periodic discussion with management on tax issues affecting each Fund, and reviewing and signing each Fund’s federal income and excise tax returns.

All of the ~~Tellers will include~~services described in the ~~total number of Shares present at~~table above were approved by the ~~Meeting in person or by proxy, including Shares represented by proxies that reflect abstentions~~Funds’ Audit Committee pursuant to its policies and ~~“broker non-votes” (i.e.~~, shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and the broker or nominee does not have the discretionary voting power on a particular matter). For a proposal requiring approval of a plurality of votes cast, such as the election of Trustees, abstentions and broker non-votes will have no effect on the outcomeprocedures.

With respect to Rule 2-01(c)(7)(i)(C) of ~~such Proposal. For a proposal requiring approval~~Regulation S-X, there were no fees that were approved by ~~a specific percentage of shares present or outstanding, abstentions and broker non-votes will have~~ the ~~same effect as a vote against the proposal.~~

~~The Funds are sensitive~~Audit Committee pursuant to the ~~health~~de minimis exception for the Funds’ last two fiscal years on behalf of (i) the Funds’ service providers that relate directly to the operations and ~~travel concerns~~financial reporting of the ~~Funds’~~Funds, or (ii) the Funds themselves. There were no fees required to be approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X during the fiscal years indicated above.

Principal Shareholders ~~and the evolving recommendations from public health officials. Due~~

As of April 3, 2024, to the ~~difficulties arising from COVID-19,~~best of each Fund’s knowledge, no person beneficially owns more than five percent of the ~~Meeting will be conducted telephonically. Any Shareholder wishing to participate~~outstanding shares of each Fund’s Shares other than as listed in the Meeting by means of remote communication can do so. If you were a record holder of Fund shares as of May 13, 2021, please e-mail AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com no later than 3:00 p.m. Eastern Timebelow table. This information is primarily based on ~~Wednesday, July 7, 2021 to register. Please include your Fund’s name in~~publicly available Schedule 13D and 13G disclosures filed with the subject line and provide your name and address in the body of the e-mail. AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting. If you held Fund shares through an intermediary, such as a broker-dealer, as of May 13, 2021, and you want to participate in the Meeting, please e-mail AST at attendameeting@astfinancial.com no later than 3:00 p.m. Eastern Time on Wednesday, July 7, 2021 to register. Please include your Fund’s name in the subject line and provide your name, address and proof of ownership as of May 13, 2021 from your intermediary. Please be aware that if you wish to vote at the Meeting you must first obtain a legal proxy from your intermediary reflecting your Fund’s name(s), the number of Fund shares you held and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or attach an image of the legal proxy via e-mail to AST at attendameeting@astfinancial.com and put “Legal Proxy” in the subject line. AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.SEC.

In light of uncertainties relating to COVID-19, the Funds reserve the flexibility to change the date, time, location or means of conducting the Meeting. In the event of such a change, the Funds will issue a press release announcing the change and file the announcement on the SEC’s EDGAR system, among other steps, but may not deliver additional soliciting materials to Shareholders or otherwise amend the Funds’ proxy materials. Although no decision has been made, the Funds may consider imposing additional procedures or limitations on Meeting attendees, subject to any restrictions imposed by applicable law. The Funds plan to announce these changes, if any, at ~~https://ir.virtus.com/news/default.aspx, and encourage you to check this website prior to the Meeting.~~

~~Reports to Shareholders.~~ ~~Below are the dates on or about which the Annual Reports to Shareholders for the most recently completed fiscal year of each Fund were mailed:~~

Title of Class	Name and Address of Beneficial Ownership	No. of Shares		Percent of Class
Preferred Shares of ACV	Metropolitan Life Insurance Co/NY One MetLife Way Whippany, NJ 07981		1,200,000		100%(1)
Common Shares of CBH	Punch & Associates Investment Management Inc. 7701 France Ave South, Suite 300 Edina, MN 55435		1,247,027		6.83%
Common Shares of CBH	Morgan Stanley 1585 Broadway New York, NY 10036		1,152,609		6.31%
Common Shares of EDF	First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, IL 60187		4,737,018		16.32%
Preferred Shares of NCV	Metropolitan Life Insurance Company 200 Park Ave New York, NY 10166		2,580,000		38.86%(1)
Preferred Shares of NCV	RiverNorth Capital Management LLC 325 N. LaSalle Street, Suite 645 Chicago, IL 60654		342,884		5.16%(1)
Common Shares of NCV	Morgan Stanley 1585 Broadway New York, NY 10036		5,363,123		5.93%

~~Fund~~	~~Mail Date of the~~ ~~Annual Report to~~ ~~Shareholders~~
~~NCV~~		~~4/29/2021~~
~~NCZ~~		~~4/29/2021~~
~~CBH~~		~~4/29/2021~~
~~AIO~~		~~4/29/2021~~

~~Fund~~	~~Mail Date of the~~ ~~Annual Report to~~ ~~Shareholders~~
~~ACV~~		~~4/1/2021~~
~~NIE~~		~~4/1/2021~~
~~NFJ~~		~~4/1/2021~~

Title of Class	Name and Address of Beneficial Ownership	No. of Shares		Percent of Class
Preferred Shares of NCZ	Metropolitan Life Insurance Company 200 Park Ave New York, NY 10166		820,000		15.65%(1)
Preferred Shares of NCZ	Fidelity National Financial, Inc. 601 Riverside Ave Jacksonville, FL 32204		475,000		9.06%(1)
Common Shares of NCZ	Morgan Stanley 1585 Broadway New York, NY 10036		7,683,500		10.09%
Common Shares of NFJ	Morgan Stanley 1585 Broadway New York, NY 10036		6,331,011		6.68%
Common Shares of VGI	SIT Investment Associates Inc 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402		1,466,443		12.96%
Common Shares of VGI	1607 Capital Partners, LLC 13 S. 13th Street, Suite 400 Richmond, VA 23219		586,724		5.19%
Common Shares of ZTR	SIT Investment Associates Inc 3300 IDS Center 80 South Eighth Street Minneapolis, MN 55402		4,020,721		5.86%

~~Additional copies~~

(1)

Ownership percentages shown are equal to the number of votes attributable to shareholder’s Preferred Shares divided by the total votes attributable to all Preferred Shares for the applicable Fund. As described above under “Further Information about Voting and the Annual Meeting,” the MRP Shares and Cumulative Preferred Shares each have a liquidation preference of $25.00 per share. For ACV, as of the ~~Funds’ Annual Reports and Semi-Annual Reports may be obtained without charge from the Funds by calling 1-866-270-7788 or writing to the Funds’ Secretary in care~~Record Date, Metropolitan Life Insurance Company owned 100% of that Fund’s MRP Shares outstanding. For NCV, as of the ~~Fund(s),~~Record Date, Metropolitan Life Insurance Company owned 97.73% of that Fund’s MRP Shares outstanding and RiverNorth Capital Management LLC owned 8.57% of that Fund’s Cumulative Preferred Shares outstanding. For NCZ, as of the Record Date, Metropolitan Life Insurance Company owned 93.18% of that Fund’s MRP Shares outstanding and Fidelity National Financial, Inc. owned 10.89% of that Fund’s Cumulative Preferred Shares outstanding.

Important Notice Regarding Internet Availability of Proxy Materials for Annual Meeting

This Proxy Statement, each Fund’s most recent Annual Report, the form of proxy and the Notice of Annual Meeting (the “Proxy Materials”) are available to you on the Internet at ~~101 Munson Street, Greenfield, MA 01301-9668.~~

~~Shareholder Proposals for~~https://www.proxy-direct.com/vir-33850. These Proxy Materials will be available on the internet through the day of the Annual Meeting ~~for~~and any adjournments thereof.

No Dissenters’ Rights

Shareholders have no rights under applicable law or any Fund’s Charter and/or Bylaws to exercise dissenters’ rights of appraisal with respect to any of the ~~2021-2022 Fiscal Year.~~ ~~It is currently anticipated that each Fund’s next annual meeting of Shareholders after the Meeting addressed in this Proxy Statement will be held in July 2022. Proposals of Shareholders intended~~matters to be ~~presented~~voted upon at ~~that annual meeting of a Fund must be received by~~ the ~~applicable Fund no later than February 1, 2022~~Meeting.

Deadline for ~~inclusion in the Fund’s proxy statement~~Shareholder Proposals

AIO, CBH, NCV, NCZ, ACV, NFJ, NIE and ~~proxy cards relating to that meeting. The submission by a Shareholder of a proposal for inclusion in the proxy materials does not guarantee that it will be included.~~ EDF

Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with the applicable Fund’s Bylaws. Shareholders submitting any other proposals (including proposals to elect Trustee nominees) for a Fund intended to be presented at the annual meeting ~~for the 2022-2023 fiscal year (i.e., other than those~~of shareholders of AIO, CBH, NCV, NCZ, ACV, NFJ, NIE and EDF to be ~~included~~held in ~~the Fund’s proxy materials)~~2025 must ~~ensure that such proposals are~~be received by the applicable Fund, in good order and complying with all applicable legal requirements and requirements set forth in the Fund’s Bylaws. Each Fund’s Bylaws provide that any such proposal must be received in writing by therespective Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which the Fund first mailed its proxy materials for the prior year’s Shareholder meeting; provided that, if, in accordance with applicable law, the upcoming Shareholder meeting is set for a date that is not within 30 days from the anniversarycommencement of ~~the Fund’s prior Shareholder meeting, such proposal must~~

be received by the later of the close of business on (i) the date 45 days prior to such upcoming Shareholder meeting date or (ii) the 10th business day following the date such upcoming Shareholder meeting date is first publicly announced or disclosed.

~~Assuming the next annual meeting is ultimately scheduled to be within 30 days of the July 8 anniversary~~mailing of this ~~year’s meeting,~~proxy statement, which means that such proposals must be received no ~~earlier than April 11, 2022 and no~~ later than ~~April 25, 2022. If a Shareholder who wishes~~5:00 p.m. Eastern Time, on February 26, 2025, in order to ~~present a proposal fails~~be considered for inclusion in the Fund’s Proxy Statement and form of Proxy relating to ~~notify~~that meeting; provided, however, that in the ~~Fund within~~event that the ~~dates described above,~~Annual Meeting is advanced or delayed by more than 30 days from the ~~proxies solicited for~~first anniversary of the date of the preceding year’s annual meeting, ~~will~~notice by the shareholder to be ~~voted~~timely must have been so delivered by the later of 5:00 p.m. Eastern Time on the ~~Shareholder’s proposal,~~45th day prior to the date of such annual meeting or the tenth business day following the day on which public announcement of the date of such meeting is first made. Subject to the above, each of AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s, NIE’s and EDF’s Bylaws provide that if ~~it is properly brought~~a shareholder of record entitled to vote desires to bring proposals (including Trustee nominations) before the annual meeting of shareholders to be held in ~~accordance with~~2025, written notice of such proposals as prescribed in the ~~judgment~~Bylaws must be received by the Fund’s Secretary, in care of the persons named in the enclosed proxy card(s). If a Shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the SEC’s proxy rules. Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668, between February 11, 2025, and 5:00 p.m. Eastern Time on February 26, 2025.

VGI and ZTR

Shareholder proposals ~~should~~intended to be ~~addressed to the attention of the Secretary of the applicable Fund,~~presented at the ~~address~~annual meeting of shareholders of VGI and ZTR to be held in 2025 must be received by the ~~principal executive offices of~~respective Fund not less than 120 days nor more than 150 days prior to the ~~Fund, with a copy to David C. Sullivan, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-3600.~~

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE APPLICABLE MEETING IN PERSON OR BY PROXY, NO MATTER HOW MANY SHARES YOU OWN. IF YOU DO NOT EXPECT TO ATTEND THE APPLICABLE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE APPLICABLE ENCLOSED PROXY OR PROXIES IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. PLEASE MARK AND MAIL YOUR PROXY OR PROXIES PROMPTLY IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL COSTS OF FURTHER PROXY SOLICITATIONS AND IN ORDER FOR THE APPLICABLE MEETING TO BE HELD AS SCHEDULED.

first anniversary of the date of this proxy statement, which means that such proposals must be received no later than 5:00 p.m. Eastern Time, on December 10, 2024, in order to be considered for inclusion in the Fund’s Proxy Statement and form of Proxy relating to that meeting; provided, however, that in the event that the Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely must have been so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. Eastern Time on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Subject to the above, each of VGI’s and ZTR’s Bylaws provide that if a shareholder of record entitled to vote desires to bring proposals (including Trustee nominations) before the annual meeting of shareholders to be held in 2025, written notice of such proposals as prescribed in the Bylaws must be received by the Fund’s Secretary, in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668, between November 10, 2024, and 5:00 p.m. Eastern Time on December 10, 2024.

For additional requirements, shareholders may refer to the Bylaws of each Fund, a current copy of which may be obtained without charge upon request from the Funds’ Secretary. If a Fund does not receive timely notice pursuant to the Bylaws, the proposal will be excluded from consideration at the meeting.

Other Matters

The management of the Funds knows of no other matters which are to be brought before the Annual Meeting. However, if any other matters not now known properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their judgment on such matters.

~~Sincerely,~~Very truly yours,

~~Angela Borreggine~~JENNIFER S. FROMM
Secretary ~~of the Funds~~

~~June 8, 2021~~

~~Exhibit A to Proxy Statement~~Virtus Artificial Intelligence & Technology Opportunities Fund

Virtus Convertible & Income Fund
Virtus Convertible & Income Fund II
Virtus Convertible & Income 2024 Target Term Fund
Virtus Diversified Income & Convertible Fund
Virtus Dividend, Interest & Premium Strategy Fund ~~(“NFJ”)~~
Virtus ~~AllianzGI Convertible & Income Fund (“NCV”)~~
~~Virtus AllianzGI Convertible & Income Fund II (“NCZ”)~~
~~Virtus AllianzGI Diversified Income & Convertible Fund (“ACV”)~~
~~Virtus AllianzGI~~ Equity & Convertible Income Fund ~~(“NIE”)~~
Virtus ~~AllianzGI Convertible &~~Global Multi-Sector Income ~~2024 Target Term~~ Fund ~~(“CBH”)~~
Virtus ~~AllianzGI Artificial Intelligence & Technology Opportunities~~Stone Harbor Emerging Markets Income Fund ~~(“AIO”)~~
Virtus Total Return Fund Inc.

~~Audit Oversight Committee Charter~~

~~(Adopted as of January 14, 2004, as amended through December 17, 2019, with name changes effective February 1, 2021)~~

The Board of Trustees or Directors (each a “Board”) of each of the registered investment companies listed above (each a “Fund” and, collectively, the “Funds”), as the same may be periodically updated, has adopted this Charter to govern the activities of the Audit Oversight Committee (the “Committee”) of the particular Board with respect to its oversight of the Fund. This Charter applies separately to each Fund and its particular Board and Committee, and shall be interpreted accordingly. This Charter supersedes and replaces any audit committee charter previously adopted by the Board or a committee of the Board.

~~Statement of Purpose and Functions~~

The Committee’s general purpose is to oversee the Fund’s accounting and financial reporting policies and practices and its internal controls, including by assisting with the Board’s oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements relevant to financial reporting matters, the qualifications and independence of the Fund’s independent registered public accounting firm (“IA”), and the performance of the Fund’s internal control systems and IA. The Committee’s purpose is also to prepare reports required by Securities and Exchange Commission rules to be included in the Fund’s annual proxy statements, if any.

The Committee’s function is oversight. While the Committee has the responsibilities set forth in this Charter, it is not the responsibility of the Committee to plan or conduct audits, to prepare or determine that the Fund’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or to assure compliance with laws, regulations or any internal rules or policies of the Fund. Fund management is responsible for Fund accounting and the implementation and maintenance of the Fund’s internal control systems, and the IA is responsible for conducting a proper audit of the Fund’s financial statements. Members of the Committee areApril 9, 2024

not employees of the Funds and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct “fieldwork” or other types of auditing or accounting reviews or procedures. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within management and outside the Fund from which the Committee receives information and (ii) the accuracy of financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary.

~~Membership~~

The Committee shall be comprised of as many trustees as the Board shall determine, but in any event not less than three(3) Trustees. Each member of the Committee must be a member of the Board. The Board may remove or replace any member of the Committee at any time in its sole discretion.

Each member of the Committee may not be an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and must otherwise satisfy the standards for independence of an audit committee member of an investment company issuer as set forth in Rule 10A- 3(b) (taking into account any exceptions to those requirements set for in such rule) under the Securities Exchange Act of 1934, as amended, and under applicable listing standards of the New York Stock Exchange (the “NYSE”). Each member of the Committee must be “financially literate” (or must become so within a reasonable time after his or her appointment to the Committee) and at least one member of the Committee must have “accounting or related financial management expertise,” in each case as the Board interprets such qualification in its business judgment under NYSE listing standards.

~~Unless the Board otherwise determines, at least one member of the Committee shall be determined by the Board to be an “audit committee financial expert” (as defined for purposes of Form N-CSR).~~

One or more members of the Committee may be designated by the Board as the Committee’s chair or vice chair, as the case may be, and shall serve for such term or terms as the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such times and frequency as he or she deems appropriate; (2) provide input to management regarding its establishment of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface with management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The Chair can delegate to one or more other Committee members one or more of such duties as he or she deems appropriate.

~~Responsibilities and Duties~~

The Committee’s policies and procedures shall remain flexible to facilitate the Committee’s ability to react to changing conditions and to generally discharge its functions. The following describe areas of attention in broad terms. The Committee shall:

1. Determine the selection, retention or termination of the Fund’s IA based on an evaluation of their independence and the nature and performance of the audit and any permitted non-audit services. Decisions by the Committee concerning the selection, retention or termination of the IA shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a)of the Investment Company Act. The Fund’s IA must report directly to the Committee, which shall be responsible for resolution of disagreements between management and the IA relating to financial reporting.

2. To consider the independence of the Fund’s IA at least annually, and in connection therewith receive on a periodic basis formal written disclosures and letters from the IA as required by the applicable rules of the Public Company Accounting Oversight Board (the “PCAOB”).

3. To the extent required by applicable regulations, pre-approve (i) all audit and permitted non-audit services rendered by the IA to the Fund and (ii) all non-audit services rendered by the IA to the Fund’s investment advisers (including sub-advisers) and to certain of the investment advisers’ affiliates. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.

~~4. Review and approve the fees charged by the IA to the Fund, the investment advisers and certain affiliates of the investment advisers for audit, audit-related and permitted non-audit services.~~

~~5. If and to the extent that the Fund intends to have employees, set clear policies for the hiring by the Fund of employees or former employees of the Fund’s IA.~~

6. Obtain and review at least annually a report from the IA describing (i) the IA’s internal quality-control procedures and (ii) any material issues raised (a) by the IA’s most recent internal quality-control review or peer review or (b) by any governmental or other professional inquiry or investigation performed within the preceding five years respecting one or more IA carried out by the firm, and any steps taken to address any such issues.

7. Review with the Fund’s IA arrangements for and the scope of the annual audit and any special audits, including the form of any opinion proposed to be rendered to the Board and shareholders of the Fund.

8. Meet with management and the IA to review and discuss the Fund’s annual audited financial statements, including a review of any specific disclosures of management’s discussion of the Fund’s investment performance; and, with respect to the Fund’s audited financial statements, discuss with the IA matters required by the PCAOB and any other matters required to be reported to the Committee under applicable law; and provide a statement whether, based on its review of the Fund’s audited financial statements, the Committee recommends to the Board that the audited financial statements be included in the Fund’s Annual Report.

Meet with management to review and discuss the Fund’s unaudited financial statements included in the semi-annual report, including, if any, a review of any specific disclosure of management’s discussion of the Fund’s investment performance.

~~9. Discuss with management and, as needed, the IA the Fund’s unaudited financial statements.~~

~~10. Review with the IA any audit problems or difficulties encountered in the course of their audit work and management’s responses thereto.~~

11. Review with management and, as applicable, with the IA the Fund’s accounting and financial reporting policies, practices and internal controls, including the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the IA.

~~12. Discuss with management its policies governing the process by which risk assessment and risk management is undertaken.~~

13. Discuss with management any press releases discussing the Fund’s investment performance and other financial information about the Fund, as well as any financial information provided by management to analysts or rating agencies. The Committee may discharge this responsibility by discussing the general types of information to be disclosed by the Fund and the form of presentation (~~i.e., a case-by-case review is not required) and need not discuss in advance each such release of information.~~

14. Establish procedures for (i) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Fund, the Fund’s investment advisers, administrator, principal underwriter (if any) or any other provider of accounting-related services for the investment advisers of concerns regarding accounting or auditing matters.

~~15. Investigate or initiate the investigation of any fraud, improprieties or suspected improprieties in the Fund’s accounting operations or financial reporting.~~

~~16. Review with counsel legal and regulatory matters that have a material impact on the Fund’s financial and accounting reporting policies and practices or its internal controls.~~

~~17. Report to the Board on a regular basis (at least annually) on the Committee’s activities.~~

18. Perform such other functions consistent with this Charter, the Agreement and Declaration of Trust and Bylaws applicable to the Fund, and applicable law or regulation, as the Committee or the Board deems necessary or appropriate.

~~The Committee may delegate any portion of its authority and responsibilities as set forth in this Charter to a subcommittee of one or more members of the Committee.~~

~~Scope of Responsibility~~

This Charter shall not be read to impose on the Committee or any member thereof any responsibility to take any action or supervise any activity of the Funds not otherwise specifically imposed by this Charter or applicable law on the Committee (acting as a body) or any member of the Committee (acting individually). The Committee and members thereof shall be held to the same standard of care, as applicable, generally applied to the Board or a Trustee under applicable law, and service on the Committee shall not cause any member thereof to be held to a standard of care different from that applicable to his or her service on the Board generally. The designation of a Committee member as an audit committee financial expert does not impose on such person any duties or responsibilities that are greater than the duties and responsibilities imposed on such person as a member of the Committee and the Board. The designation of an audit committee financial expert also does not affect the duties or responsibilities of any other member of the Committee or the Board.

~~Meetings~~

At least annually, the Committee shall meet separately with the IA and separately with the representatives of Fund management responsible for the financial and accounting operations of the Fund. The Committee shall hold other regular or special meetings as and when it deems necessary or appropriate.

~~Outside Resources and Assistance from Management~~

The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Committee may request. The Committee shall have the authority to engage at the Fund’s expense

independent counsel and other experts and consultants whose expertise the Committee considers necessary to carry out its responsibilities. The Fund shall provide for appropriate funding, as determined by the Committee, for the payment of: (i) compensation of the Fund’s IA for the issuance of an audit report relating to the Fund’s financial statements or the performance of other audit, review or attest services for the Fund;(ii) compensation of independent legal counsel or other advisers retained by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter.

~~Annual Evaluations~~

The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. In addition, the performance of the Committee shall be reviewed at least annually.

~~Adoption and Amendments~~

~~The Board shall adopt and approve this Charter and may amend the Charter at any time on the Board’s own motion.~~

~~Common Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR~~

EVERY VOTE IS IMPORTANT ~~NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE~~PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021 KNOW ALL PERSONS~~JUNE 3, 2024 THIS PROXY IS SOLICITED BY ~~THESE PRESENTS that the~~THE BOARD OF TRUSTEES. The undersigned ~~Common Shareholder of Virtus AllianzGI Convertible & Income Fund~~ hereby appoints ~~Angela Borreggine,~~Jennifer Fromm, George R. Aylward and ~~W. Patrick Bradley,~~Julia Short, and each of them ~~separately,~~ with full power of substitution and ~~re-substitution,~~revocation, as proxies to ~~vote~~represent the undersigned at the Joint Annual Meeting of Shareholders ~~(the “Annual Meeting”)~~ to be held virtually at the following Website: www.meetnow.global/MSJQNWR on ~~July 8, 2021 telephonically via conference call,~~June 3, 2024 at ~~9:00 a.m. (Eastern Time),~~3:30 p.m. Eastern Time and at any ~~adjournment thereof. If you wish~~and all adjournments thereof (the “Meeting”), to ~~attend~~vote all shares of Virtus Artificial Intelligence & Technology Opportunities Fund which the ~~Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com~~undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions ~~included~~indicated herein. To participate in the ~~Proxy Statement. The undersigned named will vote~~Meeting enter the ~~shares represented by this proxy in accordance with~~14-digit control number from the ~~choices made~~shaded box on this ~~ballot. If this~~card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Artificial Intelligence & Technology Opportunities Fund. This proxy card when properly executed ~~and returned in time and no choice is indicated as to an item, this proxy~~ will be voted ~~“FOR”~~in the ~~proposal. Discretionary authority is hereby conferred as to~~manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the ~~Joint Annual~~ Meeting or any adjournment thereof. ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE~~If no direction is made, this proxy will be voted “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY TH E UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for ~~a discussion of~~ the ~~Proposal.~~Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. AIO_33850_040124 PLEASE ~~VOTE,~~MARK, SIGN, DATE ~~AND SIGN ON THE REVERSE SIDE HEREOF~~ AND RETURN THE ~~SIGNED~~ PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT ~~NOTICE REGARDING THE AVAILABILITY OF~~Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1a, 1b, 1c and 1d. 1a. Election of Trustee (Class II): FOR WITHHOLD 01. Donald C. Burke 1b. Election of Trustee (Class II): FOR WITHHOLD 01. F. Ford Drummond 1c. Election of Trustee (Class II): FOR WITHHOLD 01. Connie D. McDaniel 1d. Election of Trustee (Class II): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx AIO 33850 xxxxxxxx / /

EVERY VOTE IS IMPORTANT PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY ~~MATERIALS FOR THE~~CARD VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021.~~JUNE 3, 2024 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MSJQNWR on June 3, 2024 at 3:30 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Convertible & Income 2024 Target Term Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income 2024 Target Term Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. CBH_33850_031224 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

~~Virtus AllianzGI Convertible & Income Fund – Common Shares~~www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR ~~SIGNATURE IS REQUIRED~~CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 2a, 2b, 2c and 2d. 2a. Election of Trustee (Class I): FOR ~~YOUR VOTE TO BE COUNTED. PROXY CARD~~WITHHOLD 01. Connie D. McDaniel 2b. Election of Trustee (Class I): FOR WITHHOLD 01. Philip R. McLoughlin 2c. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 2d. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD Deborah A. DeCotisOO James S. MacLeodOO George R. AylwardOO You can vote onwithin the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTINGbox Scanner bar code xxxxxxxxxxxxxx CBH 33850 xxxxxxxx / /

~~Preferred Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR~~

EVERY VOTE IS IMPORTANT ~~NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE~~PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS CONVERTIBLE & INCOME FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021 KNOW ALL PERSONS~~JUNE 3, 2024 COMMON STOCK THIS PROXY IS SOLICITED BY ~~THESE PRESENTS that the~~THE BOARD OF TRUSTEES. The undersigned ~~Preferred Shareholder of Virtus AllianzGI Convertible & Income Fund~~ hereby appoints ~~Angela Borreggine,~~Jennifer Fromm, George R. Aylward and ~~W. Patrick Bradley,~~Julia Short, and each of them ~~separately,~~ with full power of substitution and ~~re-substitution,~~revocation, as proxies to ~~vote~~represent the undersigned at the Joint Annual Meeting of Shareholders ~~(the “Annual Meeting”)~~ to be held virtually at the following Website: www.meetnow.global/MSJQNWR on ~~July 8, 2021 telephonically via conference call,~~June 3, 2024 at ~~9:00 a.m. (Eastern Time),~~3:30 p.m. Eastern Time and at any ~~adjournment thereof. If you wish~~and all adjournments thereof (the “Meeting”), to ~~attend~~vote all shares of common stock of Virtus Convertible & Income Fund which the ~~Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com~~undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions ~~included~~indicated herein. To participate in the ~~Proxy Statement. The undersigned named will vote~~Meeting enter the ~~shares represented by this proxy in accordance with~~14-digit control number from the ~~choices made~~shaded box on this ~~ballot. If this~~card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund. This proxy card when properly executed ~~and returned in time and no choice is indicated as to an item, this proxy~~ will be voted ~~“FOR”~~in the ~~proposal. Discretionary authority is hereby conferred as to~~manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the ~~Joint Annual~~ Meeting or any adjournment thereof. ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE~~If no direction is made, this proxy will be voted “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES EN TIT LE D TO B E C AS T B Y TH E UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for ~~a discussion of~~ the ~~Proposal.~~Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCV_33850_031224 PLEASE ~~VOTE,~~MARK, SIGN, DATE ~~AND SIGN ON THE REVERSE SIDE HEREOF~~ AND RETURN THE ~~SIGNED~~ PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT ~~NOTICE REGARDING THE AVAILABILITY OF~~Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 3a, 3c and 3d. 3a. Election of Trustee (Class III): FOR WITHHOLD 01. Deborah A. DeCotis 3c. Election of Trustee (Class I): FOR WITHHOLD 01. Connie D. McDaniel 3d. Election of Trustee (Class III): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NCV 33850 xxxxxxxx / /

the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MSJQNWR on June 3, 2024 at 3:30 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus ~~AllianzGI~~ Convertible & Income Fund ~~– Preferred Shares~~which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCV_33850_031224_Pref PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR ~~SIGNATURE IS REQUIRED~~CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 3a, 3b, 3c and 3d. 3a. Election of Trustee (Class III): FOR ~~YOUR VOTE TO BE COUNTED. PROXY CARD~~WITHHOLD 01. Deborah A. DeCotis 3b. Election of Trustee (Class III): FOR WITHHOLD 01. F. Ford Drummond 3c. Election of Trustee (Class I): FOR WITHHOLD 01. Connie D. McDaniel 3d. Election of Trustee (Class III): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD Deborah A. DeCotisOO James S. MacLeodOO George R. AylwardOO F. Ford DrummondOO You can vote onwithin the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTINGbox Scanner bar code xxxxxxxxxxxxxx NCV 2 33850 xxxxxxxx / /

~~Common Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR~~

EVERY VOTE IS IMPORTANT ~~NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE~~PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS CONVERTIBLE & INCOME FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THEII JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021 KNOW ALL PERSONS~~JUNE 3, 2024 COMMON STOCK THIS PROXY IS SOLICITED BY ~~THESE PRESENTS that the~~THE BOARD OF TRUSTEES. The undersigned ~~Common Shareholder of Virtus AllianzGI Convertible & Income Fund II~~ hereby appoints ~~Angela Borreggine,~~Jennifer Fromm, George R. Aylward and ~~W. Patrick Bradley,~~Julia Short, and each of them ~~separately,~~ with full power of substitution and ~~re-substitution,~~revocation, as proxies to ~~vote~~represent the undersigned at the Joint Annual Meeting of Shareholders ~~(the “Annual Meeting”)~~ to be held virtually at the following Website: www.meetnow.global/MSJQNWR on ~~July 8, 2021 telephonically via conference call,~~June 3, 2024 at ~~9:00 a.m. (Eastern Time),~~3:30 p.m. Eastern Time and at any ~~adjournment thereof. If you wish~~and all adjournments thereof (the “Meeting”), to ~~attend~~vote all shares of common stock of Virtus Convertible & Income Fund II which the ~~Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com~~undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions ~~included~~indicated herein. To participate in the ~~Proxy Statement. The undersigned named will vote~~Meeting enter the ~~shares represented by this proxy in accordance with~~14-digit control number from the ~~choices made~~shaded box on this ~~ballot. If this~~card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund II. This proxy card when properly executed ~~and returned in time and no choice is indicated as to an item, this proxy~~ will be voted ~~“FOR”~~in the ~~proposal. Discretionary authority is hereby conferred as to~~manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the ~~Joint Annual~~ Meeting or any adjournment thereof. ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE~~If no direction is made, this proxy will be voted “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY TH E UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for ~~a discussion of~~ the ~~Proposal.~~Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCZ_33850_040124 PLEASE ~~VOTE,~~MARK, SIGN, DATE ~~AND SIGN ON THE REVERSE SIDE HEREOF~~ AND RETURN THE ~~SIGNED~~ PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT ~~NOTICE REGARDING THE AVAILABILITY OF~~Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 4b, 4c and 4d. 4b. Election of Trustee (Class III): FOR WITHHOLD 01. Connie D. McDaniel 4c. Election of Trustee (Class III): FOR WITHHOLD 01. Geraldine M. McNamara 4d. Election of Trustee (Class III): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NCZ 33850 xxxxxxxx / /

the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MSJQNWR on June 3, 2024 at 3:30 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus ~~AllianzGI~~ Convertible & Income Fund II ~~– Common Shares~~which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund II. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCZ_33850_040124_Pref PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR ~~SIGNATURE IS REQUIRED~~CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 4a, 4b, 4c and 4d. 4a. Election of Trustee (Class III): FOR ~~YOUR VOTE TO BE COUNTED. PROXY CARD~~WITHHOLD 01. F. Ford Drummond 4b. Election of Trustee (Class III): FOR WITHHOLD 01. Connie D. McDaniel 4c. Election of Trustee (Class III): FOR WITHHOLD 01. Geraldine M. McNamara 4d. Election of Trustee (Class III): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD Hans W. KertessOO James S. MacLeodOO George R. AylwardOO Philip R. McLoughlinOO You can vote onwithin the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTINGbox Scanner bar code xxxxxxxxxxxxxx NCZ 2 33850 xxxxxxxx / /

~~Preferred Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR~~

EVERY VOTE IS IMPORTANT ~~NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE~~PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021 KNOW ALL PERSONS~~JUNE 3, 2024 COMMON STOCK THIS PROXY IS SOLICITED BY ~~THESE PRESENTS that the~~THE BOARD OF TRUSTEES. The undersigned ~~Preferred Shareholder of Virtus AllianzGI Convertible & Income Fund II~~ hereby appoints ~~Angela Borreggine,~~Jennifer Fromm, George R. Aylward and ~~W. Patrick Bradley,~~Julia Short, and each of them ~~separately,~~ with full power of substitution and ~~re-substitution,~~revocation, as proxies to ~~vote~~represent the undersigned at the Joint Annual Meeting of Shareholders ~~(the “Annual Meeting”)~~ to be held virtually at the following Website: www.meetnow.global/MSJQNWR on ~~July 8, 2021 telephonically via conference call,~~June 3, 2024 at ~~9:00 a.m. (Eastern Time),~~3:30 p.m. Eastern Time and at any ~~adjournment thereof. If you wish~~and all adjournments thereof (the “Meeting”), to ~~attend~~vote all shares of common stock of Virtus Diversified Income & Convertible Fund which the ~~Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com~~undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions ~~included~~indicated herein. To participate in the ~~Proxy Statemen t. The undersigned named will vote~~Meeting enter the ~~shares represented by this proxy in accordance with~~14-digit control number from the ~~choices made~~shaded box on this ~~ballot. If this~~card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Diversified Income & Convertible Fund. This proxy card when properly executed ~~and returned in time and no choice is indicated as to an item, this proxy~~ will be voted ~~“FOR”~~in the ~~proposal. Discretionary authority is hereby conferred as to~~manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the ~~Joint Annual~~ Meeting or any adjournment thereof. ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE~~If no direction is made, this proxy will be voted “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY TH E UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for ~~a discussion of~~ the ~~Proposal.~~Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ACV_33850_031224 PLEASE ~~VOTE,~~MARK, SIGN, DATE ~~AND SIGN ON THE REVERSE SIDE HEREOF~~ AND RETURN THE ~~SIGNED~~ PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT ~~NOTICE REGARDING THE AVAILABILITY OF~~Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 5b, 5c and 5d. 5b. Election of Trustee (Class III): FOR WITHHOLD 01. Deborah A. DeCotis 5c. Election of Trustee (Class I): FOR WITHHOLD 01. Connie D. McDaniel 5d. Election of Trustee (Class III): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx ACV 33850 xxxxxxxx / /

EVERY VOTE IS IMPORTANT PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY ~~MATERIALS FOR THE~~CARD VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021.~~JUNE 3, 2024 PREFERRED STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MSJQNWR on June 3, 2024 at 3:30 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus Diversified Income & Convertible Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Diversified Income & Convertible Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ACV_33850_040124_Pref PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

~~Virtus AllianzGI Convertible & Income Fund II – Preferred Shares~~www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR ~~SIGNATURE IS REQUIRED~~CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 5a, 5b, 5c and 5d. 5a. Election of Trustee (Class III): FOR ~~YOUR VOTE TO BE COUNTED. PROXY CARD~~WITHHOLD 01. Sarah E. Cogan 5b. Election of Trustee (Class III): FOR WITHHOLD 01. Deborah A. DeCotis 5c. Election of Trustee (Class I): FOR WITHHOLD 01. Connie D. McDaniel 5d. Election of Trustee (Class III): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD Hans W. KertessOO James S. MacLeodOO George R. AylwardOO Philip R. McLoughlinOO F. Ford DrummondOO You can vote onwithin the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTINGbox Scanner bar code xxxxxxxxxxxxxx ACV 2 33850 xxxxxxxx / /

~~Common Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR~~

EVERY VOTE IS IMPORTANT ~~NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE~~PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021 KNOW ALL PERSONS~~JUNE 3, 2024 THIS PROXY IS SOLICITED BY ~~THESE PRESENTS that the~~THE BOARD OF TRUSTEES. The undersigned ~~Common Shareholder of Virtus AllianzGI Diversified Income & Convertible Fund~~ hereby appoints ~~Angela Borreggine,~~Jennifer Fromm, George R. Aylward and ~~W. Patrick Bradley,~~Julia Short, and each of them ~~separately,~~ with full power of substitution and ~~re-substitution,~~revocation, as proxies to ~~vote~~represent the undersigned at the Joint Annual Meeting of Shareholders ~~(the “Annual Meeting”)~~ to be held virtually at the following Website: www.meetnow.global/MSJQNWR on ~~July 8, 2021 telephonically via conference call,~~June 3, 2024 at ~~9:00 a.m. (Eastern Time),~~3:30 p.m. Eastern Time and at any ~~adjournment thereof. If you wish~~and all adjournments thereof (the “Meeting”), to ~~attend~~vote all shares of Virtus Dividend, Interest & Premium Strategy Fund which the ~~Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com~~undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions ~~included~~indicated herein. To participate in the ~~Proxy Statemen t. The undersigned named will vote~~Meeting enter the ~~shares represented by this proxy in accordance with~~14-digit control number from the ~~choices made~~shaded box on this ~~ballot. If this~~card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Dividend, Interest & Premium Strategy Fund. This proxy card when properly executed ~~and returned in time and no choice is indicated as to an item, this proxy~~ will be voted ~~“FOR”~~in the ~~proposal. Discretionary authority is hereby conferred as to~~manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the ~~Joint Annual~~ Meeting or any adjournment thereof. ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE~~If no direction is made, this proxy will be voted “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES EN TIT LE D TO B E C AS T B Y TH E UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for ~~a discussion of~~ the ~~Proposal.~~Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NFJ_33850_040124 PLEASE ~~VOTE,~~MARK, SIGN, DATE ~~AND SIGN ON THE REVERSE SIDE HEREOF~~ AND RETURN THE ~~SIGNED~~ PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT ~~NOTICE REGARDING THE AVAILABILITY OF~~Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 6a, 6b, 6c and 6d. 6a. Election of Trustee (Class II): FOR WITHHOLD 01. Donald C. Burke 6b. Election of Trustee (Class I): FOR WITHHOLD 01. Connie D. McDaniel 6c. Election of Trustee (Class I): FOR WITHHOLD 01. Geraldine M. McNamara 6d. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NFJ 33850 xxxxxxxx / /

EVERY VOTE IS IMPORTANT PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY ~~MATERIALS FOR THE~~CARD VIRTUS EQUITY & CONVERTIBLE INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021.~~JUNE 3, 2024 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MSJQNWR on June 3, 2024 at 3:30 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Equity & Convertible Income Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Equity & Convertible Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NIE_33850_040124 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

~~Common Shares PROXY~~www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD ~~YOUR SIGNATURE IS REQUIRED~~Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 7a, 7b, 7c and 7d. 7a. Election of Trustee (Class II): FOR ~~YOUR VOTE TO BE COUNTED.~~WITHHOLD 01. Donald C. Burke 7b. Election of Trustee (Class II): FOR WITHHOLD 01. F. Ford Drummond 7c. Election of Trustee (Class II): FOR WITHHOLD 01. Connie D. McDaniel 7d. Election of Trustee (Class II): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD Deborah A. DeCotisOO George R. AylwardOO Philip R. McLoughlinOO You can vote onwithin the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTINGbox Scanner bar code xxxxxxxxxxxxxx NIE 33850 xxxxxxxx / /

~~Preferred Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR~~

EVERY VOTE IS IMPORTANT ~~NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE~~PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS GLOBAL MULTI-SECTOR INCOME FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021 KNOW ALL PERSONS~~JUNE 3, 2024 THIS PROXY IS SOLICITED BY ~~THESE PRESENTS that the~~THE BOARD OF TRUSTEES. The undersigned ~~Preferred Shareholder of Virtus AllianzGI Diversified Income & Convertible Fund~~ hereby appoints ~~Angela Borreggine,~~Jennifer Fromm, George R. Aylward and ~~W. Patrick Bradley,~~Julia Short, and each of them ~~separately,~~ with full power of substitution and ~~re-substitution,~~revocation, as proxies to ~~vote~~represent the undersigned at the Joint Annual Meeting of Shareholders ~~(the “Annual Meeting”)~~ to be held virtually at the following Website: www.meetnow.global/MSJQNWR on ~~July 8, 2021 telephonically via conference call,~~June 3, 2024 at ~~9:00 a.m. (Eastern Time),~~3:30 p.m. Eastern Time and at any ~~adjournment thereof. If you wish~~and all adjournments thereof (the “Meeting”), to ~~attend~~vote all shares of Virtus Global Multi-Sector Income Fund which the ~~Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com~~undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions ~~included~~indicated herein. To participate in the ~~Proxy Statemen t. The undersigned named will vote~~Meeting enter the ~~shares represented by this proxy in accordance with~~14-digit control number from the ~~choices made~~shaded box on this ~~ballot. If this~~card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Global Multi-Sector Income Fund. This proxy card when properly executed ~~and returned in time and no choice is indicated as to an item, this proxy~~ will be voted ~~“FOR”~~in the ~~proposal. Discretionary authority is hereby conferred as to~~manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the ~~Joint Annual~~ Meeting or any adjournment thereof. ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE~~If no direction is made, this proxy will be voted “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY TH E UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for ~~a discussion of~~ the ~~Proposal.~~Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. VGI_33850_031224 PLEASE ~~VOTE,~~MARK, SIGN, DATE ~~AND SIGN ON THE REVERSE SIDE HEREOF~~ AND RETURN THE ~~SIGNED~~ PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT ~~NOTICE REGARDING THE AVAILABILITY OF~~Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 8a, 8b, 8c and 8d. 8a. Election of Trustee (Class III): FOR WITHHOLD 01. George R. Aylward 8b. Election of Trustee (Class III): FOR WITHHOLD 01. F. Ford Drummond 8c. Election of Trustee (Class III): FOR WITHHOLD 01. Connie D. McDaniel 8d. Election of Trustee (Class III): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx VGI 33850 xxxxxxxx / /

EVERY VOTE IS IMPORTANT PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY ~~MATERIALS FOR THE~~CARD VIRTUS STONE HARBOR EMERGING MARKETS INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021.~~JUNE 3, 2024 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MSJQNWR on June 3, 2024 at 3:30 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Stone Harbor Emerging Markets Income Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Stone Harbor Emerging Markets Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. EDF_33850_031824 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

~~Preferred Shares PROXY~~www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD ~~YOUR SIGNATURE IS REQUIRED~~Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 9a, 9b, 9c and 9d. 9a. Election of Trustee (Class I): FOR ~~YOUR VOTE TO BE COUNTED.~~WITHHOLD 01. George R. Aylward 9b. Election of Trustee (Class I): FOR WITHHOLD 01. Deborah A. DeCotis 9c. Election of Trustee (Class I): FOR WITHHOLD 01. John R. Mallin 9d. Election of Trustee (Class I): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD Deborah A. DeCotisOO George R. AylwardOO Philip R. McLoughlinOO Sarah E. CoganOO You can vote onwithin the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTINGbox Scanner bar code xxxxxxxxxxxxxx EDF 33850 xxxxxxxx / /

~~Virtus AllianzGI Equity & Convertible Income Fund – Common Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR~~

EVERY VOTE IS IMPORTANT ~~NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE~~PO Box 43131Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS TOTAL RETURN FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THEINC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON ~~JULY 8, 2021 KNOW ALL PERSONS~~JUNE 3, 2024 THIS PROXY IS SOLICITED BY ~~THESE PRESENTS that the~~THE BOARD OF DIRECTORS. The undersigned ~~Common Shareholder of Virtus AllianzGI Equity & Convertible Income Fund~~ hereby appoints ~~Angela Borreggine,~~Jennifer Fromm, George R. Aylward and ~~W. Patrick Bradley,~~Julia Short, and each of them ~~separately,~~ with full power of substitution and ~~re-substitution,~~revocation, as proxies to ~~vote~~represent the undersigned at the Joint Annual Meeting of Shareholders ~~(the “Annual Meeting”)~~ to be held virtually at the following Website: www.meetnow.global/MSJQNWR on ~~July 8, 2021 telephonically via conference call,~~June 3, 2024 at 9:3:30 ~~a.m. (Eastern Time),~~p.m. Eastern Time and at any ~~adjournment thereof. If you wish~~and all adjournments thereof (the “Meeting”), to ~~attend~~vote all shares of Virtus Total Return Fund Inc. which the ~~Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com~~undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions ~~included~~indicated herein. To participate in the ~~Proxy Statemen t. The undersigned named will vote~~Meeting enter the ~~shares represented by this proxy in accordance with~~14-digit control number from the ~~choices made~~shaded box on this ~~ballot. If this~~card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Directors of Virtus Total Return Fund Inc. This proxy card when properly executed ~~and returned in time and no choice is indicated as to an item, this proxy~~ will be voted ~~“FOR”~~in the ~~proposal. Discretionary authority is hereby conferred as to~~manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the ~~Joint Annual~~ Meeting or any adjournment thereof. ~~THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE~~If no direction is made, this proxy will be voted “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for ~~a discussion of~~ the ~~Proposal.~~Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ZTR_33850_031224 PLEASE ~~VOTE,~~MARK, SIGN, DATE ~~AND SIGN ON THE REVERSE SIDE HEREOF~~ AND RETURN THE ~~SIGNED~~ PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MSJQNWR on June 3 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

EVERY VOTE IS IMPORTANT ~~NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 8, 2021.~~Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on June 3, 2024 The Joint Proxy Statement is ~~also~~ available atat: https://~~vote.proxyonline.com/VirtusAllianzGI/docs/CEFAnnualMeeting.pdf.~~

~~Virtus AllianzGI Equity & Convertible Income Fund – Common Shares PROXY~~www.proxy-direct.com/vir-33850 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD ~~YOUR SIGNATURE IS REQUIRED~~Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Directors recommends a vote “FOR” the following nominees in proposals 10a, 10b, 10c and 10d. 10a. Election of Director (Class I): FOR ~~YOUR VOTE TO BE COUNTED.~~WITHHOLD 01. Donald C. Burke 10b. Election of Director (Class I): FOR WITHHOLD 01. Sarah E. Cogan 10c. Election of Director (Class I): FOR WITHHOLD 01. Deborah A. DeCotis 10d. Election of Director (Class I): FOR WITHHOLD 01. Sidney E. Harris 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD F. Ford DrummondOO James S. MacLeodOO Philip R. McLoughlinOO George R. AylwardOO You can vote onwithin the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTINGbox Scanner bar code xxxxxxxxxxxxxx ZTR 33850 xxxxxxxx / /

Virtus Dividend, Interest & Premium Strategy Fund – Common Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 8, 2021 KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Common Shareholder of Virtus Dividend, Interest & Premium Strategy Fund hereby appoints Angela Borreggine, George R. Aylward and W. Patrick Bradley, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 8, 2021 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal. Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proxy Statement for a discussion of the Proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 8, 2021. The Proxy Statement is also available at https://vote.proxyonline.com/VirtusAllianzGI/docs/CEFAnnualMeeting.pdf.

Virtus Dividend, Interest & Premium Strategy Fund – Common Shares PROXY CARD YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation, the signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD Hans W. KertessOO James S. MacLeodOO William B. Ogden IVOO George R. AylwardOO Philip R. McLoughlinOO You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTING

Virtus AllianzGI Convertible & Income 2024 Target Term Fund – Common Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 8, 2021 KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Common Shareholder of Virtus AllianzGI Convertible & Income 2024 Target Term Fund hereby appoints Angela Borreggine, George R. Aylward and W. Patrick Bradley, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 8, 2021 telephonically via conference call, at 9:30 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal. Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES EN TIT LE D TO B E C AS T B Y TH E UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proxy Statement for a discussion of the Proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 8, 2021. The Proxy Statement is also available at https://vote.proxyonline.com/VirtusAllianzGI/docs/CEFAnnualMeeting.pdf.

Virtus AllianzGI Convertible & Income 2024 Target Term Fund – Common Shares PROXY CARD YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation, the signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD Hans W. KertessOO William B. Ogden IVOO Alan RappaportOO Davey S. ScoonOO George R. AylwardOO You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTING

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund – Common Shares SIGN, DATE AND VOTE ON THE REVERSE SIDE YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY! SHAREHOLDER NAME AND ADDRESS HERE PROXY VOTING OPTIONS MAIL your signed and voted proxy back in the postage paid envelope provided ONLINE at vote.proxyonline.com using your proxy voting number found below PHONE dial toll-free (888) 227-9349 to reach an automated touchtone voting line LIVE with a live operator when you call toll-free (877) 674-6273 Monday through Friday 9 a.m. to 10 p.m. Eastern time CONTROL NUMBER 12345678910 PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 8, 2021 KNOW ALL PERSONS BY THESE PRESENTS that the undersigned Common Shareholder of Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund hereby appoints Angela Borreggine, George R. Aylward and W. Patrick Bradley, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 8, 2021 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal. Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL. IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES EN TIT LE D TO B E C AS T B Y TH E UN DER SIGN ED W ILL B E C AST “FOR” S UCH PR OPO SA L. Please refer to the Proxy Statement for a discussion of the Proposal. PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 8, 2021. The Proxy Statement is also available at https://vote.proxyonline.com/VirtusAllianzGI/docs/CEFAnnualMeeting.pdf.

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund – Common Shares PROXY CARD YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a SIGNATURE (AND TITLE IF APPLICABLE)DATE corporation, the signature should be that of an authorized officer who should state his or her title. SIGNATURE (IF HELD JOINTLY)DATE TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: ● THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR THE FOLLOWING: PROPOSAL Election of Trustees FORWITHHOLD F. Ford DrummondOO James S. MacLeodOO Philip R. McLoughlinOO George R. AylwardOO You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions. PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. THANK YOU FOR VOTING

	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
Partnership Accounts	(2) Smith and Jones, limited partnership	(2) Jane B. Smith, General Partner
Trust Accounts	(1) ABC Trust	(1) John Doe, Trustee
Trust Accounts	(2) Jane B. Doe, Trustee u/t/d 12/28/78	(2) Jane B. Doe
Custodial or Estate Accounts	(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA	(1) John B. Smith
Custodial or Estate Accounts	(2) Estate of John B. Smith	(2) John B. Smith, Jr., Executor

Proposal		Shareholders Entitled to Vote
1a	Elect Donald C. Burke as a Class II trustee of AIO	AIO shareholders
1b	Elect F. Ford Drummond as a Class II trustee of AIO	AIO shareholders
1c	Elect Connie D. McDaniel as a Class II trustee of AIO	AIO shareholders
1d	Elect Philip R. McLoughlin as a Class II trustee of AIO	AIO shareholders
2a	Elect Connie D. McDaniel as a Class I trustee of CBH	CBH shareholders
2b	Elect Philip R. McLoughlin as a Class I trustee of CBH	CBH shareholders
2c	Elect R. Keith Walton as a Class II trustee of CBH	CBH shareholders
2d	Elect Brian T. Zino as a Class I trustee of CBH	CBH shareholders

Proposal		Shareholders Entitled to Vote
3a	Elect Deborah A. DeCotis as a Class III trustee of NCV	NCV shareholders
3b	Elect F. Ford Drummond as a Class III trustee of NCV	NCV shareholders of preferred shares
3c	Elect Connie D. McDaniel as a Class I trustee of NCV	NCV shareholders
3d	Elect Brian T. Zino as a Class III trustee of NCV	NCV shareholders
4a	Elect F. Ford Drummond as a Class III trustee of NCZ	NCZ shareholders of preferred shares
4b	Elect Connie D. McDaniel as a Class III trustee of NCZ	NCZ shareholders
4c	Elect Geraldine M. McNamara as a Class III trustee of NCZ	NCZ shareholders
4d	Elect R. Keith Walton as a Class III trustee of NCZ	NCZ shareholders
5a	Elect Sarah E. Cogan as a Class III trustee of ACV	ACV shareholders of preferred shares
5b	Elect Deborah A. DeCotis as a Class III trustee of ACV	ACV shareholders
5c	Elect Connie D. McDaniel as a Class I trustee of ACV	ACV shareholders
5d	Elect Philip R. McLoughlin as a Class III trustee of ACV	ACV shareholders
6a	Elect Donald C. Burke as a Class II trustee of NFJ	NFJ shareholders
6b	Elect Connie D. McDaniel as a Class I trustee of NFJ	NFJ shareholders
6c	Elect Geraldine M. McNamara as a Class I trustee of NFJ	NFJ shareholders
6d	Elect Brian T. Zino as a Class I trustee of NFJ	NFJ shareholders
7a	Elect Donald C. Burke as a Class II trustee of NIE	NIE shareholders
7b	Elect F. Ford Drummond as a Class II trustee of NIE	NIE shareholders
7c	Elect Connie D. McDaniel as a Class II trustee of NIE	NIE shareholders
7d	Elect Philip R. McLoughlin as a Class II trustee of NIE	NIE shareholders
8a	Elect George R. Aylward as a Class III trustee of VGI	VGI shareholders
8b	Elect F. Ford Drummond as a Class III trustee of VGI	VGI shareholders
8c	Elect Connie D. McDaniel as a Class III trustee of VGI	VGI shareholders
8d	Elect Philip R. McLoughlin as a Class III trustee of VGI	VGI shareholders
9a	Elect George R. Aylward as a Class I trustee of EDF	EDF shareholders
9b	Elect Deborah A. DeCotis as a Class I trustee of EDF	EDF shareholders
9c	Elect John R. Mallin as a Class I trustee of EDF	EDF shareholders
9d	Elect R. Keith Walton as a Class I trustee of EDF	EDF shareholders
10a	Elect Donald C. Burke as a Class I director of ZTR	ZTR shareholders
10b	Elect Sarah E. Cogan as a Class I director of ZTR	ZTR shareholders
10c	Elect Deborah A. DeCotis as a Class I director of ZTR	ZTR shareholders

Proposal		Shareholders Entitled to Vote
10d	Elect Sidney E. Harris as a Class I director of ZTR	ZTR shareholders
11	Transact such additional business as properly comes before the Annual Meeting	AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDF and/or ZTR shareholders

~~Trustee~~	~~Class~~	~~Expiration of Term if Elected(1)~~
~~NCV~~
~~Deborah A. DeCotis~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~F. Ford Drummond~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~James S. MacLeod~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~George R. Aylward(2)~~	~~Class II~~	~~Annual Meeting of the 2023 – 2024 fiscal year~~
~~NCZ~~
~~F. Ford Drummond~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~Hans W. Kertess~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~James S. MacLeod~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~Philip R. McLoughlin~~	~~Class I~~	~~Annual Meeting of the 2022 – 2023 fiscal year~~
~~George R. Aylward(2)~~	~~Class II~~	~~Annual Meeting of the 2023 – 2024 fiscal year~~
~~ACV~~
~~Sarah E. Cogan~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~Deborah A. DeCotis~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~Philip R. McLoughlin~~	~~Class III~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~George R. Aylward(2)~~	~~Class II~~	~~Annual Meeting of the 2023 – 2024 fiscal year~~
~~NIE~~
~~F. Ford Drummond~~	~~Class II~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~James S. MacLeod~~	~~Class II~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~Philip R. McLoughlin~~	~~Class II~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~George R. Aylward(2)~~	~~Class III~~	~~Annual Meeting of the 2022 – 2023 fiscal year~~
~~NFJ~~
~~Hans W. Kertess~~	~~Class I~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~James S. MacLeod~~	~~Class I~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~William B. Ogden, IV~~	~~Class I~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~Philip R. McLoughlin~~	~~Class II~~	~~Annual Meeting of the 2022 – 2023 fiscal year~~
~~George R. Aylward(2)~~	~~Class II~~	~~Annual Meeting of the 2022 – 2023 fiscal year~~
~~CBH~~
~~Hans W. Kertess~~	~~Class I~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~William B. Ogden, IV~~	~~Class I~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~Alan Rappaport~~	~~Class I~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~
~~Davey S. Scoon~~	~~Class I~~	~~Annual Meeting of the 2024 – 2025 fiscal year~~

		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).

	Outstanding Common Shares		Outstanding Preferred Shares
AIO		34,340,972.000		N/A
CBH		18,263,597.000		N/A
NCV		90,373,569.000		6,640,000.000(1)
NCZ		76,115,749.000		5,240,000.000(2)
ACV		10,370,564.000		1,200,000.000(3)
NFJ		94,801,581.000		N/A
NIE		27,708,965.000		N/A
VGI		11,313,093.602		N/A
EDF		29,028,048.000		N/A
ZTR		68,578,328.000		N/A

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)	Term of Office and Length of Time Served(3)	Principal Occupation(s) During Past Five Years	Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
Independent Trustees and Advisory Board Members(4)
Burke, Donald C. YOB: 1960 Portfolios Overseen: 94	Class II Trustee of AIO since 2023, nominee for term expiring 2027 Class II Trustee of NFJ since 2023, nominee for term expiring 2025 Class II Trustee of NIE since 2023, nominee for term expiring 2027 Class II Trustee of VGI since 2020, term expires at the 2026 Annual Meeting Class II Trustee of EDF since 2022, term expires at the 2025 Annual Meeting Class I Director of ZTR since 2020, nominee for term expiring 2027 Advisory Board Member of CBH, NCV, NCZ and ACV since 2023	Private investor (since 2009). Formerly, President and Chief Executive Officer, BlackRock U.S. Funds (2007 to 2009); Managing Director, BlackRock, Inc. (2006 to 2009); and Managing Director, Merrill Lynch Investment Managers (1990 to 2006).	Trustee (since May 2023) and Advisory Board Member (May 2023), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Dividend, Interest & Premium Strategy Fund and Virtus Equity & Convertible Income Fund; Advisory Board Member (since May 2023), Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II and Virtus Diversified Income & Convertible Fund; Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund; Trustee (2022 to 2023), Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus

~~Name, Year of~~ ~~Birth and Number~~ ~~of Portfolios in~~ ~~Funds Complex~~ ~~Overseen by~~ ~~Trustee(1)(2)~~	~~Term of Office and~~ ~~Length of Time~~ ~~Served(3)~~	~~Principal~~ ~~Occupation(s)~~ ~~During Past Five~~ ~~Years~~	~~Other Directorships/~~ ~~Trusteeships Held by~~ ~~Trustee During the Past~~ ~~Five Years~~
			~~Director, Biodel Inc. (2013 – 2016);~~
~~Interested Trustee~~
Aylward, George R.* ~~YOB: 1964~~ ~~Portfolios Overseen: 103~~	~~Trustee, ACV, AIO, CBH, NCV, NCZ, NIE, NFJ (Since 2021)~~	~~Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2005)~~	~~Trustee and President (since 2021), Virtus Investment Trust (13 portfolios)~~ and Virtus Dividend, Interest & Premium Strategy ~~Trust (12 portfolios); Trustee, President and Chief Executive Officer (since 2021), Virtus AllianzGI Closed-End Funds (7 portfolios);~~Fund; Chairman and Trustee (since 2015), Virtus ETF Trust II (4(7 portfolios); Director, President and Chief Executive Officer ~~(since 2014)~~(2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and President (since 2013), Virtus Alternative Solutions Trust (2(4 portfolios); Director (since 2013), Virtus Global Funds, ~~PLC~~plc (5 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (8 portfolios); Trustee, President and Chief Executive Officer (since 2011), Virtus Global Multi-Sector Income Fund; Trustee and President (since 2006) and Executive Vice President (2004 to 2006), Virtus Mutual

~~Name of Trustee~~	~~Dollar Range~~ ~~of Equity Securities~~ ~~in the Funds~~	~~Aggregate Dollar Range of~~ ~~Equity Securities in All~~ ~~Funds Overseen by~~ ~~Trustees in Family of~~ ~~Registered Investment~~ Companies*
~~INDEPENDENT TRUSTEES~~
~~Sarah E. Cogan~~		~~Over $100,000~~
~~AllianzGI Convertible & Income Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Convertible & Income Fund II~~	~~$10,001 – $50,000~~
~~AllianzGI Equity & Convertible Income Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Dividend Interest & Premium Strategy Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Diversified Income & Convertible Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Convertible & Income 2024 Target Term Fund~~	~~$10,001 – $50,000~~
~~Deborah A. DeCotis~~	~~None~~	~~Over $100,000~~
~~F. Ford Drummond~~		~~Over $100,000~~
~~AllianzGI Diversified Income & Convertible Fund~~	~~Over $100,000~~
~~Hans W. Kertess~~	~~None~~	~~None~~
~~James S. MacLeod~~		~~$50,001 – $100,000~~
~~AllianzGI Convertible & Income Fund~~	~~$1 – $10,000~~
~~AllianzGI Convertible & Income Fund II~~	~~$1 – $10,000~~
~~AllianzGI Equity & Convertible Income Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Dividend Interest & Premium Strategy Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Artificial Intelligence & Technology Opportunities Fund~~	~~$50,001 – $100,000~~
~~Philip R. McLoughlin~~	~~None~~	~~Over $100,000~~
~~William B. Ogden, IV~~	~~None~~	~~None~~
~~Alan Rappaport~~		~~Over $100,000~~
~~AllianzGI Convertible & Income Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Convertible & Income Fund II~~	~~$10,001 – $50,000~~
~~AllianzGI Equity & Convertible Income Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Dividend Interest & Premium Strategy Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Diversified Income & Convertible Fund~~	~~$10,001 – $50,000~~
~~AllianzGI Convertible & Income 2024 Target Term Fund~~	~~$10,001 – $50,000~~

Name of Trustee	Aggregate Compensation from ACV for the Fiscal Year Ended January 31, 2021			Aggregate Compensation from NIE for the Fiscal Year Ended January 31, 2021			Aggregate Compensation from NFJ for the Fiscal Year Ended January 31, 2021				Aggregate Compensation from NCV for the Fiscal Year Ended February 28, 2021			Aggregate Compensation from NCZ for the Fiscal Year Ended February 28, 2021			Aggregate Compensation from CBH for the Fiscal Year Ended February 28, 2021			Aggregate Compensation from AIO for the Fiscal Year Ended February 28, 2021			Total Compensation from the Funds and Fund Complex(1) Paid to Trustee for the Calendar Year Ended December 31, 2020(2)
Sarah E. Cogan		$	3,072		$	7,973		$	13,980			$	5,164		$	3,900		$	1,923		$	8,870		$	470,000
Deborah A. DeCotis		$	2,948		$	7,652		$	13,416			$	4,954		$	3,742		$	1,845		$	8,510		$	535,000
F. Ford Drummond		$	3,010		$	7,813		$	13,698			$	5,059		$	3,821		$	1,884		$	8,690		$	240,000
Hans W. Kertess		$	2,948		$	7,652		$	13,416			$	4,954		$	3,742		$	1,845		$	8,510		$	460,000
James S. MacLeod		$	3,072		$	7,973		$	13,980	��		$	5,164		$	3,900		$	1,923		$	8,870		$	245,000
Philip R. McLoughlin(3)			—			—			—			$	105		$	79		$	39		$	180			—
William B. Ogden, IV		$	3,010		$	7,813		$	13,698			$	5,059		$	3,821		$	1,884		$	8,690		$	465,000
Alan Rappaport		$	3,888		$	10,093		$	17,696			$	6,538		$	4,938		$	2,435		$	11,230		$	535,000

Fund	Fiscal Year Ended	Audit Fees
NIE	January 31, 2021		$	66,503
	January 31, 2020		$	64,192
NFJ	January 31, 2021		$	78,671
	January 31, 2020		$	75,937
ACV	January 31, 2021		$	75,993
	January 31, 2020		$	73,352
NCV	February 29, 2020		$	83,356
	February 28, 2021		$	80,459
NCZ	February 29, 2020		$	83,356
	February 28, 2021		$	80,459
CBH	February 29, 2020		$	77,182
	February 28, 2021		$	74,500
AIO	February 28, 2021		$	72,520
	February 29, 2020		$	70,000

Fund	Fiscal Year Ended	Audit-Related Fees
NIE	January 31, 2021		$	0
	January 31, 2020		$	0
NFJ	January 31, 2021		$	0
	January 31, 2020		$	0
ACV	January 31, 2021		$	0
	January 31, 2020		$	0
NCV	February 28, 2021		$	17,738
	February 29, 2020		$	17,738
NCZ	February 28, 2021		$	17,738
	February 29, 2020		$	30,238
CBH	February 28, 2021		$	0
	February 29, 2020		$	0
AIO	February 28, 2021		$	0
	February 29, 2020		$	0

Fund	Fiscal Year Ended	Tax Fees
NIE	January 31, 2021		$	12,000
	January 31, 2020		$	16,652
NFJ	January 31, 2021		$	12,000
	January 31, 2020		$	18,803
ACV	January 31, 2021		$	12,000
	January 31, 2020		$	18,803
NCV	February 28, 2021		$	12,000
	February 29, 2020		$	18,060
NCZ	February 28, 2021		$	12,000
	February 29, 2020		$	18,060
CBH	February 28, 2021		$	12,000
	February 29, 2020		$	18,025
AIO	February 28, 2021		$	12,000
	February 29, 2020		$	16,652

Fund	Fiscal Year Ended	Aggregate Non-Audit Fees for Fund			Non-Audit Fees for Accounting Affiliates			Aggregate Non-Audit Fees
NIE	January 31, 2021		$	12,000		$	1,409,502		$	1,421,502
	January 31, 2020		$	16,652		$	963,218		$	979,870
NFJ	January 31, 2021		$	12,000		$	1,409,502			1,421,502
	January 31, 2020		$	18,803		$	963,218		$	982,021
ACV	January 31, 2021		$	12,000		$	1,409,502		$	1,421,502
	January 31, 2020		$	18,803		$	963,218		$	982,021
NCV**	February 28, 2021		$	29,738		$	—		$	29,738
	February 29, 2020		$	35,798		$	945,480		$	981,278