VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY
OPPORTUNITIES FUND
VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND
VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II
VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND
VIRTUSALLIANZGICONVERTIBLE & INCOME FUND
VIRTUS CONVERTIBLE & INCOME FUND II
VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND
VIRTUS ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND
VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
VIRTUS EQUITY & CONVERTIBLE INCOME FUND
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND
VIRTUS TOTAL RETURN FUND INC.
OPPORTUNITIES FUND
VIRTUS
VIRTUS
VIRTUS CONVERTIBLE & INCOME FUND II
VIRTUS DIVERSIFIED INCOME & CONVERTIBLE
VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
VIRTUS EQUITY & CONVERTIBLE INCOME FUND
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND
VIRTUS TOTAL RETURN FUND INC.
101 Munson Street
Greenfield, MA 01301-9668
Greenfield, MA 01301-9668
NOTICE OF JOINT ANNUAL MEETING OF SHAREHOLDERS
To be held on July 12, 2022May 22, 2023
Notice is hereby given to the shareholders of Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund (“AIO”), Virtus AllianzGI Convertible & Income Fund (“NCV”), Virtus AllianzGI Convertible & Income Fund II (“NCZ”), Virtus AllianzGI Convertible & Income 2024 Target Term Fund (“CBH”), Virtus AllianzGIConvertible & Income Fund (“NCV”), Virtus Convertible & Income Fund II (“NCZ”), Virtus Diversified Income & Convertible Fund (“ACV”), Virtus AllianzGI Equity & Convertible Income Fund (“NIE”) and Virtus Dividend, Interest & Premium Strategy Fund (“NFJ”) and Virtus Equity & Convertible Income Fund (“NIE”), each a Massachusetts business trust, Virtus Global Multi-Sector Income Fund (“VGI”), a Delaware statutory trust, Virtus Stone Harbor Emerging Markets Total Income Fund (“EDI”), a Massachusetts business trust, and Virtus Total Return Fund Inc. (“ZTR”), a Maryland corporation* (each of AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDI and ZTR, a “Fund” and together,collectively, the “Funds”), that the Joint Annual Meeting of Shareholders of the Funds (the “Annual Meeting”) will be held on July 12, 2022May 22, 2023 at 3:304:00 p.m. Eastern Time. In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, theThe Annual Meeting will be held in a virtual meeting format only and will be conducted exclusively by webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.meetnow.global/MWAVQWHMAV29SY on July 12, 2022May 22, 2023 at 3:304:00 p.m. Eastern Time and entering the control number found in the shaded box of your proxy card. You will not be able to attend the meeting physically. The Annual Meeting is being held for the following purposes:
*
The members of the Board of ZTR are directors, as that Fund is organized as a corporation; however, when referencing Board members generally throughout these proxy materials, we will refer to them as “trustees” unless the context is specific to ZTR.
1.
To elect trustees of each Fund,AIO, as follows:
a.
Elect George R. AylwardGeraldine M. McNamara as a Class IIII trustee of AIO, by the AIO shareholders (“Proposal 1a”);
b.
Elect Sarah E. CoganR. Keith Walton as a Class IIII trustee of AIO, by the AIO shareholders (“Proposal 1b”);
c.
Elect Brian T. Zino as a Class I trustee of AIO, by the AIO shareholders (“Proposal 1d”1c”);
To elect trustees of CBH, as follows:
a.
Elect William B. Ogden, IVGeorge R. Aylward as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2a”);
b.
Elect Sarah E. Cogan as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2b”);
c.
Elect Deborah A. DeCotis as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2c”);
3.
To elect trustees of NCV, as follows:
a.
Elect Geraldine M. McNamara as a Class I trustee of NCV, by the NCV shareholders (“Proposal 1e”3a”);
Elect George R. Aylward as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3b”);
c.
Elect Sarah E. Cogan as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3c”);
d.
Elect R. Keith Walton as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3d”);
4.
To elect trustees of NCZ, as follows:
a.
Elect George R. Aylward as a Class II trustee of NCZ, by the NCZ shareholders (“Proposal 4a”);
b.
Elect Deborah A. DeCotis as a Class II trustee of NCZ, by the NCZ shareholders (“Proposal 4b”);
c.
Elect Philip R. McLoughlin as a Class I trustee of NCV, by the NCV shareholders of preferred shares (“Proposal 1f”);
To elect trustees of ACV, as follows:
a.
Elect Alan Rappaport as a Class I trustee of NCZ, by the NCZ shareholders (“Proposal 1k”);
Elect Alan RappaportGeorge R. Aylward as a Class III trustee of ACV, by the ACV shareholders (“Proposal 1r”5b”);
Elect F. Ford Drummond as a Class II trustee of ACV, by the ACV shareholders (“Proposal 5c”);
d.
Elect R. Keith Walton as a Class II trustee of ACV, by the ACV shareholders (“Proposal 1s”5d”);
Elect Sarah E. Cogan as a Class III trustee of NIE,NFJ, by the NIENFJ shareholders (“Proposal 1v”6a”);
Elect Deborah A. DeCotisF. Ford Drummond as a Class III trustee of NFJ, by the NFJ shareholders (“Proposal 6b”);
c.
Elect R. Keith Walton as a Class III trustee of NFJ, by the NFJ shareholders (“Proposal 6c”);
7.
To elect trustees of NIE, as follows:
a.
Elect Geraldine M. McNamara as a Class I trustee of NIE, by the NIE shareholders (“Proposal 1w”7a”);
Elect R. Keith Walton as a Class I trustee of NIE, by the NIE shareholders (“Proposal 7b”);
c.
Elect Brian T. Zino as a Class I trustee of NIE, by the NIE shareholders (“Proposal 1x”7c”);
To elect trustees of VGI, as follows:
a.
Elect Donald C. Burke as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8a”);
b.
Elect Sarah E. Cogan as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8b”);
c.
Elect Sidney E. Harris as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8c”);
d.
Elect John R. Mallin as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8d”);
9.
To elect trustees of EDI, as follows:
a.
Elect George R. Aylward as a Class III trustee of NFJ,EDI, by the NFJEDI shareholders (“Proposal 1y”9a”);
Elect Deborah A. DeCotis as a Class III trustee of NFJ,EDI, by the NFJEDI shareholders (“Proposal 1z”9b”);
Elect John R. Mallin as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9c”);
d.
Elect R. Philip R. McLoughlinKeith Walton as a Class III trustee of NFJ,EDI, by the NFJEDI shareholders (“Proposal 1aa”9d”);
To elect directors of ZTR, as follows:
a.
Elect Connie D. McDaniel as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10a”);
b.
Elect Geraldine M. McNamara as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10b”);
c.
Elect R. Keith Walton as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10c”);
d.
Elect Brian T. Zino as a Class I trusteeIII director of NFJ,ZTR, by the NFJZTR shareholders (“Proposal 1bb”10d”);
To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof, by the AIO, CBH, NCV, NCZ, CBH, ACV, NFJ, NIE, VGI, EDI and/or NFJZTR shareholders.
THE BOARD OF TRUSTEES (THE “BOARD”) OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ELECTING EACH TRUSTEE NOMINEE.
The Board has fixed the close of business on May 23, 2022,March 31, 2023, as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting. We urge you to mark, sign, date, and mail the enclosed proxy or proxies in the postage-paid envelope provided, or vote via the Internet or telephone, so you will be represented at the Annual Meeting.
By order of the Board,
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Jennifer S. Fromm
Secretary
Secretary
Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund
VirtusAllianzGIConvertible & Income 2024 Target Term Fund
Virtus Convertible & Income Fund
VirtusAllianzGI Convertible & Income Fund II
Virtus
Virtus Convertible & Income Fund
Virtus
Virtus
Convertible Fund
Virtus Dividend, Interest & Premium
Strategy Fund
Virtus Equity & Convertible Income Fund
Virtus Global Multi-Sector Income Fund
Virtus Stone Harbor Emerging Markets Total Income Fund
Virtus Total Return Fund Inc.
Virtus Equity & Convertible Income Fund
Virtus Global Multi-Sector Income Fund
Virtus Stone Harbor Emerging Markets Total Income Fund
Virtus Total Return Fund Inc.
| | | IMPORTANT: | | |
| | | Shareholders are cordially invited to attend the Annual Meeting (virtually). In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Annual Meeting (virtually). Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person (virtually) if you attend the Annual Meeting and elect to vote in person (virtually). | | |
Instructions for signing proxy cards
The following general guidelines for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds of validating your vote if you fail to sign your proxy card(s) properly.
1.
Individual accounts: Sign your name exactly as it appears in the registration on the proxy card.
2.
Joint accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3.
All other accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
| | | | Registrations | | | Valid Signature | |
| Corporate Accounts | | | (1) ABC Corp | | | (1) ABC Corp | |
| | (2) ABC Corp | | | (2) John Doe, Treasurer | | ||
| | (3) ABC Corp. c/o John Doe, Treasurer | | | (3) John Doe | | ||
| | (4) ABC Corp. Profit Sharing Plan | | | (4) John Doe, Trustee | | ||
| Partnership Accounts | | | (1) The XYZ partnership | | | (1) Jane B. Smith, Partner | |
| | (2) Smith and Jones, limited partnership | | | (2) Jane B. Smith, General Partner | | ||
| Trust Accounts | | | (1) ABC Trust | | | (1) John Doe, Trustee | |
| | (2) Jane B. Doe, Trustee u/t/d 12/28/78 | | | (2) Jane B. Doe | | ||
| Custodial or Estate Accounts | | | (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA | | | (1) John B. Smith | |
| | (2) Estate of John B. Smith | | | (2) John B. Smith, Jr., Executor | |
Instruction/Q&A Section
Q:
How can I attend the Annual Meeting?
A:
The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted exclusively by webcast. You are entitled to participate in the Annual Meeting only if you were a shareholder of thea Fund as of the close of business on the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.
You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting https://meetnow.global/MWAVQWHwww.meetnow.global/MAV29SY. You also will be able to vote your shares online by attending the Annual Meeting by webcast.
To participate in the Annual Meeting, you will need to log on using the control number from your proxy card or meeting notice. The control number can be found in the shaded box.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance using the instructions below.
The online meeting will begin promptly at 3:304:00 p.m. Eastern Time. We encourage you to access the meeting room virtually prior to the start time leaving ample time for the check in. Please follow the access instructions as outlined in this proxy statement.
Q:
How do I register to attend the Annual Meeting virtually on the Internet?
A:
If you are a registered shareholder, you do not need to register to attend the Annual Meeting virtually on the Internet. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.
To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare.Computershare at the email address below. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on July 7, 2022.May 17, 2023.
You will receive a confirmation of your registration by email after we receive your legal proxy.
Requests for registration should be directed to us by emailing an image of your legal proxy, to shareholdermeetings@computershare.com.
Q:
What if I have trouble accessing the Annual Meeting virtually?
A:
The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting room virtually prior to the start time. A link on the virtual meeting room page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.
PROXY STATEMENT
FOR
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
JULY 12, 2022MAY 22, 2023
FOR
JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
This Proxy Statement is furnished in connection with the solicitation by each Board of Trustees (the “Board”, or the “Trustees”) of Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund (“AIO”), Virtus AllianzGI Convertible & Income Fund (“NCV”), Virtus AllianzGI Convertible & Income Fund II (“NCZ”), Virtus AllianzGI Convertible & Income 2024 Target Term Fund (“CBH”), Virtus AllianzGIConvertible & Income Fund (“NCV”), Virtus Convertible & Income Fund II (“NCZ”), Virtus Diversified Income & Convertible Fund (“ACV”), Virtus AllianzGI Equity & Convertible Income Fund (“NIE”) and Virtus Dividend, Interest & Premium Strategy Fund (“NFJ”) and Virtus Equity & Convertible Income Fund (“NIE”), each a Massachusetts business trust, Virtus Global Multi-Sector Income Fund (“VGI”), a Delaware statutory trust, Virtus Stone Harbor Emerging Markets Total Income Fund (“EDI”), a Massachusetts business trust, and Virtus Total Return Fund Inc. (“ZTR”), a Maryland corporation (each of AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDI and ZTR, a “Fund” and together, the “Funds”), of proxies to be voted at the Joint Annual Meeting of Shareholders of the Funds (the “Annual Meeting”) on July 12, 2022May 22, 2023 at 3:304:00 p.m. Eastern Time. In light of public health concerns regarding the coronavirus pandemic, theThe Annual Meeting will be held in a virtual meeting format only and will be conducted exclusively by webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions by visiting: www.meetnow.global/MWAVQWHMAV29SY on July 12, 2022May 22, 2023 at 3:304:00 p.m. Eastern Time and entering the control number found in the shaded box of your proxy card. You will not be able to attend the meeting physically.
This document gives you the information you need to vote on the matters listed on the accompanying Notice of Joint Annual Meeting of Shareholders (“Notice of Annual Meeting”). This Proxy Statement, the Notice of Annual Meeting, and the proxy card are first being mailed to shareholders on or about June 7, 2022.April 17, 2023.
Summary of Proposals to be Voted Upon
| Proposal | | | Shareholders Entitled to Vote | | |||
| 1a | | | Elect | | | AIO shareholders | |
| 1b | | | Elect | | | AIO shareholders | |
| 1c | |||||||
| | | Elect Brian T. Zino as a Class I trustee of AIO | | | AIO shareholders | | |
| | | Elect | | | | ||
| | | Elect | | | | ||
| | | Elect | | | | ||
| Proposal | | | Shareholders Entitled to Vote | | |||
| | | Elect | | | NCV shareholders | | |
| | | Elect George R. Aylward as a Class II trustee of NCV | | | NCV shareholders | | |
| 3c | | | Elect Sarah E. Cogan as a Class | | | | |
| | | Elect | | | NCV shareholders | | |
| 4a | | | Elect George R. Aylward as a Class II trustee of NCZ | | | NCZ shareholders | |
| | | Elect | | | NCZ shareholders | | |
| | | Elect | | | NCZ shareholders | | |
| | | Elect | |||||
| | | ACV shareholders | | ||||
| | | Elect | | | ACV shareholders | | |
| | | Elect F. Ford Drummond as a Class II trustee of ACV | | | ACV shareholders | | |
| 5d | | | Elect R. Keith Walton as a Class II trustee of ACV | | | ACV shareholders | |
| | | Elect Sarah E. Cogan as a Class III trustee of | | | | ||
| | | Elect | | | NFJ shareholders | | |
| 6c | | | Elect R. Keith Walton as a Class III trustee of NFJ | | | NFJ shareholders | |
| 7a | | | Elect Geraldine M. McNamara as a Class I trustee of NIE | | | NIE shareholders | |
| | | Elect R. Keith Walton as a Class I trustee of NIE | | | NIE shareholders | | |
| 7c | | | Elect Brian T. Zino as a Class I trustee of NIE | | | NIE shareholders | |
| | | Elect Donald C. Burke as a Class II trustee of VGI | | | VGI shareholders | | |
| 8b | | | Elect Sarah E. Cogan as a Class II trustee of VGI | | | VGI shareholders | |
| 8c | | | Elect Sidney E. Harris as a Class II trustee of VGI | | | VGI shareholders | |
| 8d | | | Elect John R. Mallin as a Class II trustee of VGI | | | VGI shareholders | |
| 9a | | | Elect George R. Aylward as a Class | | | | |
| | | Elect Deborah A. DeCotis as a Class | | | | ||
| | | Elect | | | | ||
| | | Elect R. Keith Walton as a Class I trustee of EDI | | | EDI shareholders | | |
| 10a | | | Elect Connie D. McDaniel as a Class III director of ZTR | | | ZTR shareholders | |
| 10b | | | Elect Geraldine M. McNamara as a Class III director of ZTR | | | ZTR shareholders | |
| 10c | | | Elect R. Keith Walton as a Class III director of ZTR | | | ZTR shareholders | |
| 10d | | | Elect Brian T. Zino as a Class | | | | |
| 2 | | | Transact such additional business as properly comes before the Annual Meeting | | | AIO, CBH, NCV, NCZ, | |
The Annual Meeting is scheduled as a joint meeting of the respective shareholders of the Funds, which consist of holders of common shares of each Fund (the “Common Shareholders”) and holders of preferred shares of NCV,
2
NCZ and ACV (the “Preferred Shareholders” and, together with the Common Shareholders, the “Shareholders”), because all seventen such funds are in the same family of funds and the shareholdersShareholders of each such fundFund are expected to consider and vote on similar matters. Shareholders of each such fundFund will vote separately on each of the proposals relating to their respective fund,Fund, and an unfavorable vote on a proposal by the shareholdersShareholders of one such fundFund will not affect the implementation by anyoutcome of the proposals of the other such fund of such proposal if the shareholders of such other fund approve the proposal.Funds. The Board has
determined that the use of a joint proxy statement for the Annual Meeting is in the best interest of the shareholders of each Fund.
All properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked on the proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each respective Fund’s shares of common stock (the “Common Shares”) and preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Shares”) of beneficial interest (“Shares”) will be voted “FOR” Proposals 1a through 1bb,10d, as appropriate. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Annual Meeting. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person (virtually), or by written notice to the Secretary of the Funds (addressed in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668). However, virtual attendance at the Annual Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be voted in accordance with specifications therein.
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/MWAVQWHMAV29SY on July 12, 2022May 22, 2023 at 3:304:00 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 July 7, 2022.May 17, 2023.
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.shareholdermeetings@computershare.com.
3
The online meeting will begin promptly at 3:304:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.
The record date for determining shareholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement thereof
has been fixed at the close of business on May 23, 2022March 31, 2023 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each Share (subject to the below paragraph) (or fractional vote for each fractional Share) registered in his or her name, with no cumulative voting rights in the election of Trustees, except as otherwise described in the following paragraph.
The following table sets forth the number of Common Shares and Preferred Shares issued and outstanding of each Fund as of the close of business on the Record Date.
| | | | Outstanding Common Shares | | | Outstanding Preferred Shares | | ||||||
| AIO | | | | | 34,340,972 | | | | | | N/A | | |
| NCV | | | | | 90,373,569 | | | | | | 4,008,931(1) | | |
| NCZ | | | | | 76,115,749 | | | | | | 4,366,501(2) | | |
| CBH | | | | | 18,263,597 | | | | | | N/A | | |
| ACV | | | | | 10,362,954 | | | | | | 1,200,000 | | |
| NIE | | | | | 27,708,965 | | | | | | N/A | | |
| NFJ | | | | | 94,801,581 | | | | | | N/A | | |
| | | | Outstanding Common Shares | | | Outstanding Preferred Shares | | ||||||
| AIO | | | | | 34,340,972 | | | | | | N/A | | |
| CBH | | | | | 18,263,597 | | | | | | N/A | | |
| NCV | | | | | 90,373,569 | | | | | | 4,000,000 | | |
| NCZ | | | | | 76,115,749 | | | | | | 4,360,000 | | |
| ACV | | | | | 10,365,167 | | | | | | 1,200,000 | | |
| NFJ | | | | | 94,801,581 | | | | | | N/A | | |
| NIE | | | | | 27,708,965 | | | | | | N/A | | |
| VGI | | | | | 11,313,093.602 | | | | | | N/A | | |
| EDI | | | | | 10,004,930.605 | | | | | | N/A | | |
| ZTR | | | | | 68,578,328 | | | | | | N/A | | |
The classes of Shares listed for each Fund in the table above are the only classes of Shares currently authorized by that Fund.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON
JULY 12, 2022:MAY 22, 2023:
The Proxy Statement for the Annual Meeting is also available at https://www.proxy-direct.com/vir-32775vir-33238. Each Fund will furnish, without charge, a copy of its respective annual report for the fiscal year ended November 30, 2022 (VGI, EDI and ZTR) or January 31, 2022,2023 (AIO, CBH, NCV, NCZ, ACV, NFJ and NIE), to any Fund shareholder upon request. To request a copy, please call 1-866-270-7788 or write to the Funds’ Secretary in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668.
1. ELECTION OF TRUSTEES
Background
The Board is responsible for the general oversight of each Fund’s operations. The Board, in turn, elects the officers of the Fund who are responsible for administering the Fund’s day-to-day affairs. Among other things, the Board generally oversees the management of theeach Fund and reviews and approves the Fund’s advisory and subadvisory contracts and other principal contracts. Trustees of each Fund are divided into three classes, and are elected to serve three-year staggered terms. Each year, the term of office of one class of Trustees expires.
Effect of the Approval of Proposals 1a Through 1bb10d
If each of Proposals 1a through 1bb10d is approved, the respective Trustee nominee (each a “Trustee Nominee” and together, the “Trustee Nominees”) would be elected as a Trustee effective as of the Annual Meeting. Each would begin to serve or continue to serve on the Board as the respective Class I, Class II or Class III Trustee, as applicable, for an additional term of onetwo to three years, depending upon the expiration date of the term of the respective class, and until his or her successor has been duly elected and qualified.
Election of AIO Trustees (Proposals 1a Through 1d)1c)
At the meeting, holders of AIO Common Shares are entitled to elect one trustee for a term ending in 2023 and three trustees for a term ending in 2025,2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of AIO Common Shares is necessary to elect those trustees, provided a quorum is present.
Election of NCV Trustees (Proposals 1e Through 1h)
At the meeting, holders of CBH Common Shares are entitled to elect twothree trustees for a term ending in 2024 and two trustees for a term ending in 2025,2026, in each case to serve until the annual
5
meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of CBH Common Shares is necessary to elect those trustees, provided a quorum is present.
Election of ACVNCV Trustees (Proposals 1q3a Through 1t)3d)
At the meeting, holders of ACVNCV Common and Preferred Shares, voting as a single class, are entitled to elect one trustee for a term ending in 2023 and two trustees for a term ending in 2025 in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. The holders of ACV Preferred Shares, voting as a separate class, are entitled to elect one additional trustee for a term ending in 2025 to serve until the annual meeting of shareholders in that year and until his or her respective successor is duly elected and qualified. A plurality of votes cast at the meeting by the holders of ACV Common and Preferred Shares is necessary to elect those trustees, provided a quorum is present.
Election of NCZ Trustees (Proposals 4a Through 4c)
At the meeting, holders of NCZ Common and Preferred Shares, voting as a single class, are entitled to elect three trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of NCZ Common and Preferred Shares is necessary to elect those trustees, provided a quorum is present.
Election of ACV Trustees (Proposals 5a Through 5d)
At the meeting, holders of ACV Common and Preferred Shares, voting as a single class, are entitled to elect one trustee for a term ending in 2025 and three trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of ACV Common and Preferred Shares is necessary to elect those trustees, provided a quorum is present.
Election of NFJ Trustees (Proposals 1y6a Through 1bb)6c)
At the meeting, holders of NFJ Common Shares are entitled to elect one trustee for a term ending in 2024 and three trustees for a term ending in 2025,2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of NFJ Common Shares is necessary to elect those trustees, provided a quorum is present.
Election of NIE Trustees (Proposals 7a Through 7c)
At the meeting, holders of NIE Common Shares are entitled to elect three trustees for a term ending in 2026, in each case to serve until the annual
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meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of NIE Common Shares is necessary to elect those trustees, provided a quorum is present.
Election of VGI Trustees (Proposals 8a Through 8d)
At the meeting, holders of VGI Common Shares are entitled to elect four trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A majority of votes cast at the meeting by the holders of VGI Common Shares is necessary to elect those trustees, provided a quorum is present.
Election of EDI Trustees (Proposals 9a Through 9d)
At the meeting, holders of EDI Common Shares are entitled to elect four trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of EDI Common Shares is necessary to elect those trustees, provided a quorum is present.
Election of ZTR Directors (Proposals 10a Through 10d)
At the meeting, holders of ZTR Common Shares are entitled to elect four directors for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of ZTR Common Shares is necessary to elect those directors, provided a quorum is present.
ADDITIONAL INFORMATION ABOUT PROPOSALS 1a THROUGH 1bb10d
Unless authority is withheld, it is the intention of the persons named in the proxy to vote the proxy “FOR” the election of the Trustee Nominee described in Proposals 1a through 1bb.10d.
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Background and additional information concerning the current Trustees and the NomineesTrustee nominees is set forth in the tables that follow. The “Interested” Trustee is indicated by an asterisk (*). Independent Trustees are those who are not “interested persons” (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”)) of (i) the applicable Fund, (ii) the Funds’Fund’s applicable investment adviser (Virtus Investment Advisers, Inc. or Virtus Alternative Investment Advisers, Inc., each an “Adviser” and together the “Adviser”“Advisers”) or applicable subadvisers (AllianzGI US andsubadviser(s) (Newfleet Asset Management (“Newfleet”)1 or Stone Harbor Investment Partners (“Stone Harbor”)2, each an operating division of Virtus Fixed Income Advisers, LLC (“VFIA”), Duff & Phelps Investment Management Co. (“Duff & Phelps”), NFJ Investment Group, LLC
1
Prior to July 1, 2022, Newfleet Asset Management, LLC served as a subadviser to VGI and ZTR. Effective July 1, 2022, Newfleet Asset Management, LLC merged with and into Virtus Fixed Income Advisers, LLC. The personnel formerly of Newfleet Asset Management, LLC now operate within the Newfleet Asset Management division of Virtus Fixed Income Advisers, LLC, and the subadvisory agreements for VGI and ZTR were transferred to Virtus Fixed Income Advisers, LLC, as of July 1, 2022, which did not constitute an “assignment” of the subadvisory agreement as defined in the 1940 Act.
2
Stone Harbor Investment Partners LP served as the investment adviser to EDI until December 31, 2021. Stone Harbor Investment Partners LP was converted to a limited liability company called Stone Harbor Investment Partners LLC, and became an affiliated manager of Virtus Investment Partners, Inc. (“Virtus”), on January 1, 2022. Stone Harbor Investment Partners LLC served as the investment adviser to EDI from January 1, 2022, until April 10, 2022. Effective April 11, 2022, following shareholder approval of new investment advisory agreements, Virtus Alternative Investment Advisers, Inc., an indirect, wholly owned subsidiary of Virtus, became EDI’s investment adviser and Stone Harbor Investment Partners LLC became EDI’s subadviser. Effective July 1, 2022, Stone Harbor Investment Partners LLC merged with and into Virtus Fixed Income Advisers, LLC. The personnel formerly of Stone Harbor Investment Partners LLC now operate within the Stone Harbor Investment Partners division of Virtus Fixed Income Advisers, LLC, and the subadvisory agreement for EDI was transferred to Virtus Fixed Income Advisers, LLC, as of July 1, 2022, which did not constitute an “assignment” of the subadvisory agreement as defined in the 1940 Act.
8
(“NFJ Group”) andand/or Voya Investment Management Co. LLC (“Voya”)3, each a “Subadviser” and together the “Subadvisers”), or (iii) a principal underwriter of anythe Fund, and who satisfy the requirements contained in the definition of “independent” as defined in the 1940 Act (the “Independent Trustees”).
INFORMATION ABOUT THE TRUSTEE NOMINEES, CONTINUING TRUSTEES,
AND ADVISORY BOARDMEMBERMEMBERS
AND ADVISORY BOARD
| 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) | | | | | | | | |||
YOB: Portfolios Overseen: | | | Class Class II Trustee of Class | | | | | Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since | ||
| |
3
Effective July 25, 2022, Voya serves as subadviser to AIO, CBH, NCV, NCZ, ACV, NFJ and NIE. Prior to July 25, 2022, Allianz Global Investors U.S. LLC served as subadviser to those Funds.
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| 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 | |
| | | | | | | | | | | |
YOB: Portfolios Overseen: | | | Class III Trustee of AIO since 2019, term expires at the 2025 Annual Meeting Class III Trustee of CBH since 2019, nominee for term expiring 2026 Class II Trustee of Class I Trustee of NCZ since 2019, term expires at the 2025 Annual Meeting Class III Trustee of ACV since 2019, term expires at the 2024 Annual Meeting Class III Trustee of Class III Trustee of Class II Trustee of | | | | | Trustee (since 2022) and Advisory Board Member (2021 to 2022), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (57 portfolios) and Virtus Variable Insurance Trust (8 portfolios); Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, | |
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| 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 | |
| | | | since 2021, nominee for term expiring 2026 Class II Trustee of EDI since 2022, term expires at the 2024 Annual Meeting Class I Director of ZTR since 2021, term expires at the 2024 Annual Meeting | | | | | | (since 2019), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2019), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; and Trustee (since 2019), PIMCO Closed-End Funds(5) (26 portfolios). | |
| DeCotis, Deborah A. YOB: 1952 Portfolios Overseen: 103 | | | Class III Trustee of AIO since 2019, term expires at the 2025 Annual Meeting Class III Trustee of CBH since 2017, nominee for term expiring 2026 Class III Trustee of NCV since 2011, term expires at the 2024 Annual Meeting Class II Trustee of NCZ since 2011, nominee for term expiring 2026 Class III Trustee of ACV since 2015, term expires at the 2024 Annual Meeting Class II Trustee of NFJ | | | Director, Cadre Holdings Inc. (since 2022); Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); and Trustee, Smith College (since 2017). Formerly, Director, Watford Re (2017 to 2021); Co-Chair Special Projects | | | Trustee (since 2022) and Advisory Board Member (2021 to 2022), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (57 portfolios) and Virtus Variable Insurance Trust (8 portfolios); Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), and Virtus Global Multi-Sector Income | |
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| 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 | |
| | | | since 2011, term expires at the 2025 Annual Meeting Class III Trustee of Class I Trustee of VGI since 2021, term expires at the 2025 Annual Meeting Class I Trustee of EDI since 2022, nominee for term expiring 2026 Class I Director of ZTR since 2021, term expires at the 2024 Annual Meeting | | | | | Fund; Advisory Board Member (February 2021 to June 2021), | | |
YOB: Portfolios Overseen: | | | Class II Trustee of AIO since 2019, term expires at the 2024 Annual Meeting Class Class III Trustee of | | | | | Trustee | |
12
| 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 | |
| | | | since 2015, term expires at the 2024 Annual Meeting Class Class II Trustee of ACV since 2015, nominee for term Class III Trustee of NFJ since 2015, nominee for term expiring 2026 Class II Trustee of NIE since 2015, term expires at the 2024 Annual Meeting Class | |||||||
Class Class II Director of ZTR since 2021, term expires at the | | | | | |
13
| 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 | |
YOB: 1949 Portfolios Overseen: 96 | | | Class II Trustee of Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting Class I Director of ZTR since 2020, term expires at the 2024 Annual Meeting | | | | | |
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| 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 | |
| | | | | | | | | | | |
YOB: Portfolios Overseen: | | | Class Class I Trustee of Class | | | | | Trustee (since | ||
| Director | Virtus Total Return Fund Inc.; Trustee (since | |
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| 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 | |
Connie D. YOB: 1958 Portfolios Overseen: 96 | | | Class Class Class III Director of ZTR since 2020, nominee for term expiring | | | | | |||
| Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and 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 Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Director (since 2019), Global Payments Inc.; Chairperson (since 2021), Governance & Nominating Committee, Global Payments Inc; Trustee (since 2017), Virtus Mutual Fund Family (57 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions Trust (2 portfolios); Director (since 2021), North Florida Land Trust; Director (2014 to 2019), Total System Services, Inc.; Member (2011 to 2022) and Chair (2014 to 2016), Georgia State University, Robinson College of Business Board | |
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| 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 | |
| | | | | | | | | | of Advisors; and Trustee (2005 to 2017), RidgeWorth Funds. | |
| McLoughlin, Philip R. YOB: 1946 Portfolios Overseen: 106 | | | Class II Trustee of AIO since 2021, term expires at the 2024 Annual Meeting Class I Trustee of CBH since 2022, term expires at the 2024 Annual Meeting Class I Trustee of NCV since 2022, term expires at the 2025 Annual Meeting Class I Trustee of NCZ from February 2021 to July 2022, Class III Trustee of NCZ since July 2022, Class III term expires at the 2023 Annual Meeting, nominee for Class II Trustee of NCZ for term expiring 2026 Class III Trustee of ACV since 2021, term expires at the 2024 Annual Meeting Class II Trustee of NFJ since 2021, term expires at the 2025 Annual Meeting Class II Trustee of NIE since 2021, term expires at the 2024 Annual Meeting Class III Trustee of VGI since 2011, term expires at the 2024 Annual | | | Private investor since 2010. | | | Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and 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 Investment Trust (13 portfolios), Virtus Strategy Trust (8 portfolios), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2022) and Advisory Board Member (2021), Virtus Convertible & Income 2024 Target Term Fund and Virtus Convertible & Income Fund; Director and Chairman (since 2016), Virtus Total Return Fund Inc.; Director and Chairman (2016 to 2019), the former Virtus Total Return Fund Inc.; Director and Chairman (2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and | |
17
| 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 | |
| | | | Meeting Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting Class II Director of ZTR since 2016, term expires at the 2025 Annual Meeting | | | | | | Chairman (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Trustee and Chairman (since 2011), Virtus Global Multi-Sector Income Fund; Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (8 portfolios); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director (1991 to 2019) and Chairman (2010 to 2019), Lazard World Trust Fund (closed-end investment firm in Luxembourg); and Trustee (since 1989) and Chairman (since 2002), Virtus Mutual Fund Family (57 portfolios). | |
| McNamara, Geraldine M. YOB: 1951 Portfolios Overseen: 106 | | | Class I Trustee of AIO since 2023, nominee for term expiring 2026 Advisory Board Member of NCV since 2023, nominee for Class I Trustee of NCV for term expiring 2025 Advisory Board Member of ACV since 2023, nominee for Class I Trustee of ACV for term expiring 2025 Class I Trustee of NIE since 2023, nominee for term expiring 2026 Class I Trustee of VGI since 2020, term expires | | | Private investor (since 2006); and Managing Director, U.S. Trust Company of New York (1982 to 2006). | | | Trustee (since 2023), Virtus Artificial Intelligence & Technology Opportunities Fund and Virtus Equity & Convertible Income Fund; Advisory Board Member (since 2023), Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor | |
18
| 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 | |
| | | | at the 2025 Annual Meeting Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting Class III Director of ZTR since 2020, nominee for term expiring 2026 Advisory Board Member of CBH, NCZ, and NFJ since 2023 | | | | | | Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016) Virtus Alternative Solutions Trust (2 portfolios); Trustee (since 2015), Virtus Variable Insurance Trust (8 portfolios); Director (since 2003), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); and Trustee (since 2001), Virtus Mutual Fund Family (57 portfolios). | |
| Walton, R. Keith YOB: 1964 Portfolios Overseen: 103 | | | Class I Trustee of AIO since 2022, nominee for term expiring 2026 Class II Trustee of NCV since 2022, nominee for term expiring 2026 Class II Trustee of ACV since 2022, nominee for term expiring 2026 Advisory Board Member of NFJ since 2022, | | | Senior Adviser (since 2022), Brightwood Capital LLC; Venture and Operating Partner (since 2020), Plexo Capital, LLC; Venture Partner (since 2019) and Senior Adviser (2018 to 2019), Plexo, LLC; and | | | Trustee (since 2022) and Advisory Board Member (January 2022 to July 2022), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income Fund and Virtus Equity & Convertible Income Fund; Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone | |
19
| 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 | |
| | | | nominee for Class III Trustee of NFJ for term expiring 2026 Class I Trustee of NIE since 2022, nominee for term expiring 2026 Class I Trustee of VGI since 2020, term expires at the 2025 Annual Meeting Class I Trustee of EDI since 2022, nominee for term expiring 2026 Class III Director of ZTR since 2020, nominee for term expiring 2026 Advisory Board Member of CBH and NCZ since 2022 | | | Partner (since 2006), Global Infrastructure Partners. Formerly, Managing Director (2020 to 2021), Lafayette Square Holding Company LLC; Senior Adviser (2018 to 2019), Vatic Labs, LLC; Executive Vice President, Strategy (2017 to 2019), Zero Mass Water, LLC; and Vice President, Strategy | | | |
| 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 | |
| | | | | | | | | | | |
| Zino, Brian T. YOB: 1952 Portfolios Overseen: | | | Class I Trustee of AIO since 2022, nominee for term expiring Class I Trustee of CBH since 2022, term expires at the 2024 Annual Meeting Class III Trustee of NCV since 2022, Class I Trustee of NCZ since 2022, Class I Trustee of ACV since 2022, Class I Trustee of NFJ since 2022, term expires at the 2024 Annual Meeting Class I Trustee of NIE since 2022, nominee for term expiring Class I Trustee of Class II Trustee of EDI since 2022, | | | Retired. Various roles | | | Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and 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 Investment Trust (13 portfolios) and Virtus Strategy Trust | |
| 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 | |
| | | | Meeting Class III Director of ZTR since 2020, nominee for term expiring 2026 | | | | | | | |
| Interested Trustee | | | | | | | | | | |
| Aylward, George R.* YOB: 1964 Portfolios Overseen: | | | Class III Trustee of AIO since 2021, Class III Trustee of CBH since 2021, nominee for term expiring 2026 Class II Trustee of NCV since 2021, nominee for term expiring 2026 Class II Trustee of NCZ since 2021, nominee for term expiring 2026 Class II Trustee of ACV since 2021, nominee for term expiring 2026 Class II Trustee of NFJ since 2021, term expires | | | Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions with Virtus affiliates (since 2005). | | | Trustee, President and Chief Executive Officer (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Member, Board of Governors of the Investment Company Institute (since 2021); Trustee and President (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee, | |
| 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 | |
| | | | Class III Trustee of NIE since 2021, term expires at the 2025 Annual Meeting Class III Trustee of VGI since 2011, term expires at the 2024 Annual Meeting Class I Trustee of EDI since 2022, nominee for term expiring Class II | | | | | | |
| 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 | |
| | | | | | | | | | (57 portfolios); Director, President and Chief Executive Officer (since 2006), Virtus Total Return Fund Inc.; and Director, President and Chief Executive Officer (2006 to 2019), the former Virtus Total Return Fund Inc. | |
| | ||||||||||
*
Mr. Aylward is an “interested person” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Virtus, the ultimate parent company of the AdviserAdvisers, Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, and various positions with its affiliates.
(1)
The business address of each current Trustee and Advisory Board Member is c/o the Fund, 101 Munson Street, Suite 104, Greenfield, MA 01301.
(2)
The “Virtus 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 thean Adviser or an affiliate of thean Adviser, including Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, serves as investment adviser.
(3)
Each Trustee currently serves a one to three-year term concurrent with the class of Trustees for which he or she serves.
(4)
(5)
The PIMCO Closed-End Funds which are not part of the VirtusVirtus’ Fund Complex, are as follows:Complex: PIMCO Access Income Fund; PIMCO California Flexible Municipal Income Fund; PIMCO California Municipal Income Fund; PIMCO California Municipal Income Fund II; PIMCO California Municipal Income Fund III;Ill; PIMCO Municipal Income Fund; PIMCO Municipal Income Fund II; PIMCO Municipal Income Fund III; PIMCO New York Municipal Income Fund;
24
PIMCO New York Municipal Income Fund II; PIMCO New York Municipal Income Fund III; PIMCO Energy and Tactical Credit Opportunities Fund; PCM Fund, Inc.;
PIMCO Corporate & Income Strategy Fund; PIMCO Corporate & Income Opportunity Fund; PIMCO Dynamic Income Fund; PIMCO Dynamic Income Opportunities Fund; PIMCO Global StocksPLUS® & Income Fund; PIMCO High Income Fund; PIMCO Income Strategy Fund; PIMCO Income Strategy Fund II; PIMCO Managed Accounts Trust (5 portfolios); PIMCO Strategic Income Fund, Inc.; PIMCO Flexible Credit Income Fund; PIMCO Flexible Emerging Markets Income Fund; and PIMCO Flexible Municipal Income Fund.
Trustee and Trustee Nominee Qualifications
The Board has determined that each Trustee and Trustee Nominee should serve as such based on several factors (none of which alone is decisive). Among the factors the Board considered when concluding that an individual should serve as a Trustee were the following: (i) availability and commitment to attend meetings and perform the responsibilities of a Trustee, (ii) personal and professional background, (iii) educational background, (iv) financial expertise, (v) ability, judgment, personal attributes and expertise, and (vi) familiarity with the Fund or its service providers. In respect of each Trustee and Trustee Nominee, the individual’s professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Fund, were a significant factor in the determination that the individual should serve as a Trustee of the Fund.
Following is a summary of various qualifications, experiences and skills of each Trustee and Trustee Nominee (in addition to business experience during the past five years as set forth in the table above) that contributed to the Board’s conclusion that an individual should serve on the Board. References to the qualifications, attributes and skills of a Trustee and Trustee Nominee do not constitute the holding out of any Trustee or Trustee Nominee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the SEC.Securities and Exchange Commission (“SEC”).
George R. Aylward. In addition to his positions with each Fund, Mr. Aylward is a Director and the President and Chief Executive Officer of Virtus Investment Partners, Inc., the ultimate parent company of the Adviser. He also holds various executive positions with the Adviser,Advisers, Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, and various of their affiliates, and previously held such positions with the former parent company of Virtus. He therefore has experience in all aspects of the development and management of registered investment companies, and the handling of various financial,
Donald C. Burke. Mr. Burke has extensive financial and business experience in the investment management industry. He was employed by BlackRock, Inc. (2006 to 2009) and Merrill Lynch Investment Managers (1990 to 2006) where he held a number of roles including, Managing Director and President and Chief Executive Officer of the BlackRock U.S. mutual funds. In this role, Mr. Burke was responsible for the accounting, tax and regulatory reporting requirements for over 300 open- and closed-end funds. He also served as a trustee for numerous global funds that were advised by BlackRock, Inc. Mr. Burke currently serves as a director and Audit Committee Chairman of Avista Corp., a public company involved in the production, transmission and distribution of energy. Mr. Burke started his career at Deloitte & Touche (formerly Deloitte Haskins & Sells) and is a certified public accountant. He has also served on a number of nonprofit boards. He is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.
Sarah E. Cogan. Ms. Cogan has substantial legal background and experience in the investment management industry. She was a partner at Simpson Thacher & Bartlett LLP, a large international law firm, in the corporate department for over 25 years and former head of the registered funds practice. She has extensive experience in oversight of investment company boards through her prior experience as counsel to the former Independent Trustees of the FundsAIO, CBH, NCV, NCZ, ACV, NIE, NFJ and the series of the Trusts now known as Virtus Investment Trust and Virtus Strategy Trust and as counsel to other independent trustees, investment companies and asset management firms. Ms. Cogan is also a director/trustee of several open-end and closed-end funds managed by the AdviserAdvisers and itstheir affiliates.
Deborah A. DeCotis. Ms. DeCotis has substantial senior executive experience in the investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience and/or experience in oversight of investment management functions through her experience as a trustee of Stanford University and Smith College and as a director of Armor Holdings, and theThe Helena Rubinstein Foundation and Stanford Graduate School of Business. Ms. DeCotis is also a director/trustee of several open-end and closed-end funds managed by the AdviserAdvisers and itstheir affiliates.
F. Ford Drummond. Mr. Drummond has substantial legal background and experience in the oversight and management of regulated companies through his work as General Counsel of BMI Health Plans, a benefits administrator. He has substantial board experience in the banking sector as a
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director of BancFirst Corporation, Oklahoma’s largest state chartered bank, and as a former director of The Cleveland Bank. Mr. Drummond also ispreviously served as a pastmember and chairman and member of the Oklahoma Water Resources Board, which provides tax exempt financing for water infrastructure projects in the state. Mr. Drummond is also a director/trustee of several open-end and closed-end funds managed by the AdviserAdvisers and itstheir affiliates.
John R. Mallin. Mr. Mallin is a real estate partner and former practice group leader for the Real Property Practice Group at McCarter & English LLP. During his career, he has been involved in all aspects of real estate development and financial transactions related to real estate. Mr. Mallin also has oversight and corporate governance experience as a director, including as a chair, of non-profit entities. Mr. Mallin is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.
Connie D. McDaniel. Ms. McDaniel, currently retired, has extensive domestic and international business experience, particularly with respect to finance, strategic planning, risk management and risk assessment functions. She is retired from The Coca-Cola Company, where she served as Vice
President and Chief of Internal Audit, Corporate Audit Department (2009 to 2013), Vice President, Global Finance Transformation (2007 to 2009), Vice President and Controller (1999 to 2007), and held various management positions (1989 to 1999). While at The Coca-Cola Company, Ms. McDaniel chaired that company’s Ethics and Compliance Committee (2009 to 2013) and developed a knowledge of corporate governance matters. Prior to The Coca-Cola Company, she was associated with Ernst & Young (1980 to 1989). Ms. McDaniel served as Independent Trustee of the RidgeWorth Funds Board of Trustees from 2005 to 2017. She was Chairman of the RidgeWorth Funds Audit Committee (2008 to 2017), designated Audit Committee Financial Expert (2007 to 2017) and a member of the RidgeWorth Funds Governance and Nominating Committee (2015 to 2017). Ms. McDaniel also served as a Director of Total System Services, Inc. (2014 to 2019). She currently serves as a Director of Global Payments Inc. (since 2019) and as a Director of North Florida Land Trust (since 2021). Ms. McDaniel served as Chair of the Georgia State University Robinson College of Business Board of Advisors (2014 to 2016) and has served as a member of the Georgia State University Robinson College of Business Board of Advisors since 2011. She is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.
Philip R. McLoughlin. Mr. McLoughlin has an extensive legal, financial and asset management background. In 1971, he joined Phoenix Investment Partners, Ltd. (then, Phoenix Equity Planning Corp.), the predecessor of Virtus Investment Partners, Inc., as Assistant Counsel with responsibility for various compliance and legal functions. During his tenure, Mr. McLoughlin assumed responsibility for most functions in the firm’s advisory, broker-dealer and fund management operations, and eventually ascended to the role of President. Mr. McLoughlin then served as General Counsel, and later Chief Investment Officer, of Phoenix Mutual Life Insurance Company, the parent company of Phoenix Investment Partners. Among other functions, he served as the senior management liaison to the boards of directors of the insurance company’s mutual funds and closed-end funds, and had direct oversight responsibility for the funds’ portfolio managers. In 1994, Mr. McLoughlin was named Chief Executive Officer of Phoenix Investment Partners, and continued in that position, as well as Chief Investment Officer of Phoenix Mutual Life Insurance Company, until his retirement in 2002. He is also a director/trustee of several open-end and closed-end funds managed by the AdviserAdvisers and its affiliates.their affiliates, including serving as the chair of the board of many such funds.
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their personal financial management, which has significant expertise with fund products through his senior-level responsibility for originating and underwriting a broad variety of such products.
R. Keith Walton. Mr. Walton’s business and legal background, and his extensive service with other boards, provide valuable insight to the Board and its committees regarding corporate governance and best practices. He is an honors graduate of Yale College and the Harvard Law School. Mr. Walton was a Director of Systematica Investments Limited Funds (2006 to 2019) and a Director of BlueCrest Capital Management Funds (2006 to 2017). He is also the founding Principal and Chief Administrative Officer at Global Infrastructure Partners (since 2006) and served as the Managing Director at Lafayette Square Holding Company LLC (2020 to 2021.2021). Mr. Walton is also a director/trustee of several open-end and closed-end funds managed by the AdviserAdvisers and itstheir affiliates.
Brian T. 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, institutional accounts and operating a trust company (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 ICI (1998 to 2008). Mr. Zino is also a director/trustee of several open-end and closed-end funds managed by the AdviserAdvisers and itstheir affiliates.
Required Vote
The election of fourthree Trustee Nominees to the Board of AIO 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 three 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 that Fund at the Annual Meeting, provided a quorum is present. The election of one Trustee Nominee (Philip R. McLoughlin) to the Board of NCV requires a plurality of the votes cast on the matter by the Preferred Shareholders of that Fund at the Annual Meeting with each Preferred Share entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share, provided a quorum is present.
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The election of three Trustee Nominees to the Board of NCZ requires a plurality of the votes cast on the matter by the Common Shareholders and Preferred Shareholders (voting together as a single class) of that Fund at the Annual Meeting, provided a quorum is present. The election of one Trustee Nominee (Sarah E. Cogan) to the Board of NCZ requires a plurality of the votes cast on the matter by the Preferred Shareholders of that Fund at the Annual Meeting with each Preferred Share entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share, 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.
Annual Meeting, provided a quorum is present.
The election of onethree Trustee Nominee (Brian T. Zino)Nominees to the Board of ACVNFJ requires a plurality of the votes cast on the matter by the PreferredCommon Shareholders of that Fund at the Annual Meeting, provided a quorum is present.
The election of fourthree Trustee Nominees to the Board of NIE 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 NFJVGI requires a majority 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 EDI 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 Director Nominees to the Board 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 four 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 THROUGH1bb.10d.
THE ELECTION OF EACH TRUSTEE NOMINEE IN
PROPOSALS 1a THROUGH
Signed but unmarked proxies will be voted in accordance with the Board’s recommendation.
ADDITIONAL INFORMATION ABOUT TRUSTEES AND OFFICERS
Leadership Structure of the Board of Trustees
The primary responsibility of each Board is to represent the interests of the Fundsrelevant Fund and to provide general oversight of the management of eachthe Fund. The Funds’
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Each Fund’s day-to-day operations are managed by theits Adviser, the Subadvisers,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 chairperson.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. RappaportMcLoughlin serves as ChairmanChair of each Board. The Chairman’sChair’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 ChairmanChair 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 ChairmanChair 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 ChairmanChair 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.
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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 Adviser,Advisers, and the President and Chief Executive Officer of Virtus, and serves in various executive roles with other affiliates of the AdviserAdvisers 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 eachthe 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 eachthe Board and its committees, and within the context of any ad hoc communications with the Funds’ service providers and officers. The Funds’Each Fund’s Adviser, Subadvisers,Subadviser(s), administrator, officers and/or legal counsel prepare regular reports to eachthe 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 ChairmanChair 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 eachthe 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 overseemonitor the number of fair valuation ofvalued 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 Oversight Committee may also review valuation procedures and pricing results with the Funds’ independent
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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 Subadvisers,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 Adviser,Advisers, provide the Board with reports on their examinations of functions and processes within the AdviserAdvisers 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 SubadvisersSubadviser(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 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 Funds’ portfolios.
Committees of the Board
Each Board has established a number of standing committees to oversee particular aspects of each Fund’s management.
AIO, CBH, NCV, NCZ, ACV, NFJ and NIE
As of the date of this proxy statement, these are:AIO, CBH, NCV, NCZ, ACV, NFJ and NIE have five committees: the Audit Committee, the Compliance and Risk Oversight Committee, the Contracts Committee, the Governance and Nominating Committee, and the Performance Committee. Prior to January 1, 2023, the Board of each of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE had six Committees: the Audit Oversight Committee (currently known as the Audit Committee), the Compliance and Risk Oversight Committee, the Contracts
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Committee, the Governance and Nominating Committee, the Performance Committee and the Valuation Committee. Effective January 1, 2023, the Valuation Committee was reconstituted into the Audit Oversight Committee and the Audit Oversight Committee was renamed the Audit Committee.
Audit Oversight Committee. Each Board has adopted a written charter for each Fund’s audit committee (the “Audit Oversight Committee”). The 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. The Audit OversightCommittee is also responsible 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 Audit Committee assists the Board in carrying out its responsibilities with respect to fair value determinations for the Funds under Rule 2a-5, reviews and approves the Funds’ Adviser’s procedures for the fair valuation of each Fund’s portfolio securities, and periodically reviews information from the Funds’ Adviser 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. 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 Oversight Committee’s current members are Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond; James S. MacLeod; Philip R. McLoughlin; William B. Ogden, IV; Alan Rappaport;Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (ACV(AIO, NCV, ACV and NIE only); and Brian T. Zino, Chairperson.Chair. Ms. McNamara also is an Advisory Member of the Audit Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the Audit Oversight Committee for AIO, NCV,CBH, NCZ CBH, NIE and NFJ. Each Board has determined that Mr. Zino possesses the technical attributes to qualify as an “audit committee financial expert,” and has designated him as an Audit Oversight Committee financial expert for each Fund. Four meetings of the Audit Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2023.
In accordance with proxy rules promulgated by the SEC, the Fund’s Audit Oversight Committee charter is being filed as an exhibit to this Proxy Statement, and is
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available at: https://www.virtus.com/assets/files/491/audit-committee-charter-
audit-oversight-committee-charter-aio_cbh_ncv_ncz_acv_nie_nfj.pdfaio_cbh_ncv_ncz_acv_nie_nfj.pdf.
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. The Governance and Nominating Committee 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 considers all relevant qualifications of candidates for trusteeship, 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..composition. 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 Governance and Nominating Committee considers the qualifications of candidates for trusteeship in this context. 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.
Each Board has adopted a policy for consideration of Trustee nominations 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 and that such submission must be received at such offices not less than 45 days nor more
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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.pdfgov-nom-charter-aio_cbh_ncv_ncz_acv_nie_nfj.pdf.
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 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.
The Governance and Nominating Committee is currently composed entirely of Independent Trustees; its current members are Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond; James S. MacLeod; Philip R.
Compliance and Risk Oversight Committee. Each Board has adopted a written charter for each Fund’s compliance committee (the “Compliance and Risk Oversight Committee”). The Compliance and Risk Oversight 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 Compliance and Risk Oversight Committee’s current members are: George R. Aylward; Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond, Chairperson; James S. MacLeod;Chair; Philip R. McLoughlin; William B. Ogden, IV; Alan Rappaport;Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (ACV(AIO, NCV, ACV and NIE only); and Brian T. Zino. Mr. WaltonMs. McNamara also is an Advisory Member of the Compliance and Risk Oversight Committee for AIO,CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the
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Compliance and Risk Oversight Committee for CBH, NIENCV and NFJ. Four meetings of the Compliance and Risk Oversight Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 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 currently composed entirely of Independent Trustees; its current members are Sarah E. Cogan, Chairperson;Chair; Deborah A. DeCotis; F. Ford Drummond; James S. MacLeod; Philip R. McLoughlin; William B. Ogden, IV; Alan Rappaport;Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (ACV(AIO, NCV, ACV and NIE only); and Brian T. Zino. Ms. McNamara also is an Advisory Member of the Contracts Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the Contracts Committee for CBH, NCZ and NFJ. Four meetings of the Contracts Committees of AIO, CBH, NCV, NCZ, CBH,ACV, NFJ and NIE and NFJ.were held during the year ended January 31, 2023.
Performance Committee. Each Board has adopted a written charter for each Fund’s performance committee (the “Performance Committee”). The Performance Committee is responsible for reviewing the performance of the Funds and any changes in investment philosophy, approach and personnel of the Adviser. The Performance Committee’s current members are: George R. Aylward; Sarah E. Cogan; Deborah A. DeCotis;DeCotis, Chair; F. Ford Drummond; James S. MacLeod, Chairperson; Philip R. McLoughlin; William B. Ogden, IV; Alan Rappaport;Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (ACV(AIO, NCV, ACV and NIE only); and Brian T. Zino. Ms. McNamara also is an Advisory Member of the Performance Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the Performance Committee for CBH, NCZ and NFJ. Four meetings of the Performance Committees of AIO, CBH, NCV, NCZ, CBH,ACV, NFJ and NIE and NFJ.were held during the year ended January 31, 2023.
ZTR, EDI and VGI
As of the date of this proxy statement, ZTR, EDI and VGI has four committees: the Audit Committee, the Compliance Committee, the Governance and Nominating Committee and the Executive Committee. Prior to April 8, 2022, the Board of EDI had two Committees: the Audit Committee and the Nominating Committee (currently known as the Governance and Nominating Committee).
practices. The Audit Committee reviews each Fund’s portfolio securities on behalffinancial reporting procedures, system of internal control, the independent audit process, and each Fund’s Board in accordanceprocedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Funds’ valuation procedures.Code of Ethics. The ValuationAudit Committee reviews and approves proceduresis currently composed entirely of Independent Trustees, who are also considered “independent” for purposes of the fair valuationlisting standards 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.New York Stock Exchange (the “NYSE”). The ValuationAudit Committee’s current members are: George R. Aylward; Sarah E. Cogan;are Connie D. McDaniel, Chair; Donald C. Burke; Deborah A. DeCotis; F. Ford Drummond; James S. MacLeod; PhilipJohn R. McLoughlin; William B. Ogden, IV, Chairperson; Alan Rappaport; R. Keith Walton (ACV only);Mallin; and Brian T. Zino. Mr. Walton also isEach Board has determined that each of Brian T. Zino, Donald C. Burke and Connie D. McDaniel possesses the technical attributes to qualify as an Advisory Member“audit committee financial expert,” and has designated each of them as an Audit Committee financial expert for each Fund. Seven meetings of the PerformanceAudit Committees of VGI, EDI and ZTR were held during the year ended November 30, 2022.
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/17c/audit-committee-charter.pdf.
Compliance Committee. Each Board has adopted a written charter for AIO, NCV, NCZ, CBH, NIEeach Fund’s compliance committee (the “Compliance Committee”). The Compliance Committee is responsible for overseeing each Fund’s compliance matters. The Compliance Committee oversees and NFJ.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: Geraldine M. McNamara, Chair; Sarah E. Cogan; F. Ford Drummond; Sidney E. Harris; and R. Keith Walton. Five meetings of the Compliance Committees of VGI and ZTR and four meetings of the Compliance Committee of EDI were held during the year ended November 30, 2022.
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
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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; Sidney E. Harris, Philip R. McLoughlin; and R. Keith Walton. Six meetings of the Governance and Nominating Committees of VGI and ZTR and four meetings of the Governance and Nominating Committee of EDI were held during the year ended November 30, 2022.
39
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/17b/gov-nom-committee-charter.pdf.
https://www.virtus.com/assets/files/17b/gov-nom-committee-charter.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 its members are: Philip R. McLoughlin, Chair; Donald C. Burke; Deborah A. DeCotis; Sidney E. Harris; and Brian T. Zino. Four meetings of the Executive Committees of VGI and ZTR and three meetings of the Executive Committee of EDI were held during the year ended November 30, 2022.
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 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) the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| Batchelar, Peter J. YOB: 1970 | | | Senior Vice President (since 2021), AIO, CBH, NCV, NCZ, Senior Vice President (since 2017) and Vice President (2016 to 2017), VGI and ZTR Senior Vice President (since 2022), EDI | | | Senior Vice President, Product Development (since 2017), Vice President, Product Development (2008 to 2017) 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. | |
| 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 2016), Senior Vice President (2013 to 2016), Vice President (2011 to | | | Executive Vice President, Fund Services (since | |
| Name and Year of Birth | | | Position(s) the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | | |||
| | | | 2013), | |||||||
Executive Vice President, Chief Financial Officer and Treasurer (since 2022), Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President | | | | | ||||||
| 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 | | | Various officer positions (since 2019) of various registered funds advised by subsidiaries of Virtus | | |||
| | | | Vice President and Fund Chief Compliance Officer (since 2022), Assistant Vice President and Deputy Fund Chief Compliance Officer (April to May 2022), EDI | | | |||||
| 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 (since 2016) | | |||
| Name and Year of Birth | | | Position(s) the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | Vice President, Chief Legal Officer, Counsel and Secretary (since 2020), VGI and ZTR Vice President, Chief Legal Officer, Counsel and Secretary (since 2022), EDI | | | ||
| 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), Vice President and | ||||
Vice President (since 2013) and Assistant Treasurer (since 2012), ZTR | | | | ||||
| Krishnan, Suneeta YOB: 1965 | | | Vice President and Vice President (since 2018) and Assistant Treasurer (since 2011), VGI Vice President and Assistant Treasurer (since 2022), EDI Vice President (since 2018) and Assistant Treasurer (since 2012), ZTR | | | Vice President, Mutual Fund Administration (since 2017), and Assistant Treasurer, Mutual Fund Administration (since 2007), Virtus | |
| Name and Year of Birth | | | Position(s) the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
YOB: | | | Assistant Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR Assistant | | | Assistant Vice President and Tax Director, Fund Administration (since |
| | |||||||
| Short, Julia R. YOB: 1972 | | | Senior Vice President (since 2021), AIO, CBH, NCV, NCZ, Senior Vice President (since 2018), VGI and ZTR Senior Vice President (since 2022), EDI | | | Senior Vice President, Product Development (since 2017), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President (since |
various registered funds advised by subsidiaries of | |||||||
| | |||||||
| Smirl, Richard W. YOB: 1967 | | | Executive Vice President (since 2021), AIO, CBH, NCV, NCZ, Executive Vice President (since 2022), EDI | | | Chief Operating Officer (since 2021), Virtus Investment Partners, Inc.; Executive Vice President |
| | |||||||
| 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, Mutual Fund Administration (since 2021) and Assistant Vice President, Mutual Fund Administration (2016 to 2021), 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. | |
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| Name and Year of Birth | | | Position(s) held with the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | Vice President, Controller and Assistant Treasurer (since 2022), EDI Vice President and Controller (since 2021) and Assistant Treasurer (since 2013), ZTR | | | ||
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, (asas amended the(the “1934 Act”) and Section 30(h) of the 1940 Act require, among other persons, the officers and Trustees of the Funds, AdviserAdvisers and certain affiliates of the AdviserAdvisers (“Reporting Persons”) 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 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.year, except that one Form 4 was filed late by W. Patrick Bradley. The late Form 4 related to the purchase of Common Shares of ZTR through the rights offering which occurred on September 21, 2022. A Form 4 for the foregoing transaction has since been filed with the SEC.
Information about theeach Fund’s Independent Registered Public Accountant
The 1940 Act requires that each Fund’s 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 Oversight Committee, in its capacity as a committee of the Board, with responsibility for the appointment, compensation, retention and oversight of the work of the Fund’s independent registered public accounting firm. The Funds’AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s financial statements for the year ended January 31, 2023, and VGI’s and ZTR’s financial statements for the year ended November 30, 2022, have been audited by PricewaterhouseCoopers LLP (“PwC”), an independent registered public
44
accounting firm. EDI’s financial statements for the year ended November 30, 2022, have been audited by Deloitte & Touche LLP (“Deloitte”), an independent registered public accounting firm. PwC has also been selected to perform the audit of the Funds’ financial statements of VGI, ZTR and EDI for the fiscal year ending January 31,November 30, 2023. Representatives of Deloitte and PwC are not expected to be present at the Annual Meeting.
Audit Oversight Committee Report— AIO, CBH, NCV, NCZ, ACV, NFJ and NIE
The Audit Committees oversee each Fund’s financial reporting process on behalf of the Board of Trustees of each Fund and operate under a written charter adopted by the Board. The Committees meet with the Funds’ management and independent registered public accounting firm and report the results of their activities to the Board. The Funds’ 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, 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 Committees 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.
The Audit Committee
Sarah E. Cogan
Deborah A. DeCotis
F. Ford Drummond
Philip R. McLoughlin
Geraldine M. McNamara (AIO and NIE only)
Alan Rappaport*
R. Keith Walton (AIO, NCV, ACV and NIE only)
Brian T. Zino (Chair)
Deborah A. DeCotis
F. Ford Drummond
Philip R. McLoughlin
Geraldine M. McNamara (AIO and NIE only)
Alan Rappaport*
R. Keith Walton (AIO, NCV, ACV and NIE only)
Brian T. Zino (Chair)
*
Mr. Rappaport retired as a Trustee and Audit Committee Member effective April 8, 2023.
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Audit Committee Report — VGI, EDI 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 Audit Oversight 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,November 30, 2022, the Audit Oversight Committee: (1) reviewed and discussed each Fund’s 2022 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 Oversight Committee concerning independence, and (4) discussed with the independent accountant its independence. Based on the foregoing reviews and discussions, the Audit Oversight CommitteesCommittee 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 2022.
The Audit OversightCommittee
Donald C. Burke
Deborah A. DeCotis
John R. Mallin
Connie D. McDaniel (Chairperson)
Brian T. Zino
Deborah A. DeCotis
John R. Mallin
Connie D. McDaniel (Chairperson)
Brian T. Zino
The Audit Committee’s Pre-Approval Policies and Procedures
Each Board has adopted policies and procedures with regard to the pre-approval of services provided by PwC.the Fund’s independent auditors, as applicable. Audit, audit-related and tax compliance services provided to the Funds on an annual basis require specific pre-approval by each Audit Oversight Committee. Each Audit Oversight 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 approved by a Board without consideration on a specific case-by-case basis.
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During theeach of AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2023 and each of VGI’s, EDI’s and ZTR’s fiscal year ended November 30, 2022, all audit, audit-related, tax and non-audit services provided by the Funds’each Fund’s independent registered public accounting firm, as applicable, to the Fund’s Adviser, 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 or Subadvisers,Newfleet, Stone Harbor, Duff & Phelps or NFJ Group, as applicable, were pre-approved by eachthe Fund’s Audit Oversight Committee. For more information about the Funds’each Fund’s independent registered public accounting firm, see “Additional Information — Independent Auditors.”
Shareholder Communications to the Trustees
Each Board has adopted the following procedures for shareholders and other persons to send communications to the Board. Shareholders and other persons may mail written communications to the full 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 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 May 23, 2022,March 31, 2023, 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 | | | N/A | | | N/A | | | N/A | | | N/A | | | ||||
| Sarah E. Cogan | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | ||||
| Deborah A. DeCotis | | | $10,001 – $50,000 | | | None | | | $1 – $10,000 | | | $1 – $10,000 | | | ||||
| F. Ford Drummond | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | ||||
| | | | | | | | | | | |||||||||
| John R. Mallin | | | N/A | | | N/A | | | N/A | | | N/A | | | ||||
| Connie D. McDaniel | | | N/A | | | N/A | | | N/A | | | N/A | | | ||||
| Philip R. McLoughlin | | | $1 – $10,000 | | | None | | | $1 – $10,000 | | | None | | | ||||
| | | None | | | None | | | None | | | None | | ||||||
| | ||||||||||||||||||
| R. Keith Walton | | | None | | | None | | | None | | | None | | | ||||
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| 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 | | | ||||
| Brian T. Zino | | | $10,001 – $50,000 | | | None | | | $10,001 – $50,000 | | | $1 – $10,000 | | | ||||
| Interested Trustee | | | | | | | | | | | | | | |||||
| George R. Aylward | | | $50,001 – $100,000 | | | None | | | $10,001 – $50,000 | | | $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 | | | ||||
| Independent Trustees | | | | | | | | | | | | | | |||||
| Donald C. Burke | | | N/A | | | N/A | | | N/A | | | $10,001 – $50,000 | | | ||||
| Sarah E. Cogan | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | | | |||||
| Deborah A. DeCotis | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | | | |||||
| F. Ford Drummond | | | $50,001 – $100,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | | | |||||
| | | | | N/A | | | N/A | | | $10,001 – $50,000 | | | ||||||
| | | | | N/A | | | N/A | | | $1 – $10,000 | | | ||||||
| Connie D. McDaniel | | | N/A | | | N/A | | | N/A | | | $10,001 – $50,000 | | | ||||
| Philip R. McLoughlin | | | None | | | None | | | $1 – $10,000 | | | | | |||||
| | | None | | | None | | | None | | | | |||||||
| | ||||||||||||||||||
| R. Keith Walton | | | $1 – $10,000 | | | None | | | None | | | | | |||||
| Brian T. Zino | | | $10,001 – $50,000 | | | $1 – $10,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | ||||
| Interested Trustee | | | | | | | | | | | | | | |||||
| George R. Aylward | | | $50,001 – $100,000 | | | $50,001 – $100,000 | | | $50,001 – $100,000 | | | $10,001 – $50,000 | | | ||||
| Name of Trustee | | | Dollar Range of Equity Securities in EDI | | | 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 | | | $1 – $10,000 | | | $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 | | | $1 – $10,000 | | | $10,001 – $50,000 | | | Over $100,000 | | | |||||
| Sidney E. Harris | | | None | | | $10,001 – $50,000 | | | Over $100,000 | | | |||||
| John R. Mallin | | | $10,001 – $50,000 | | | $50,001 – $100,000 | | | 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 | | | None | | | $50,001 – $100,000 | | | Over $100,000 | | | |||||
| Interested Trustee | | | | | | | | | | | ||||||
| George R. Aylward | | | | | $50,001 – $100,000 | | | Over $100,000 | | | ||||||
*
The term, “Family of Registered Investment Companies”, means any two or more registered investment companies that share the same investment
48
adviser or principal underwriter or hold themselves out to investors as related companies for purposes of investment and investor services.
Board and Committee Meetings
The Funds have not established a policy with respect to Trustee attendance at annual shareholder meetings. SixEight meetings of thetheir respective Board were held during theAIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2022.
During AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2022.
Compensation of Independent Trustees and Advisory Board MemberMembers
AIO, CBH, NCV, NCZ, ACV, NFJ and NIE
The following table provides information regarding the aggregate compensation paid to theeach Independent TrusteesTrustee and Advisory Board Member of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE for the fiscal year ended January 31, 2022. For the calendar year ended December 31, 2021, the Trustees received the compensation set forth in the table below2023, for serving as Trusteesa 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.
| | | Name of Trustee | | | | Aggregate Compensation from ACV | | | | Aggregate Compensation from NIE | | | | Aggregate Compensation from NFJ | | | | Aggregate Compensation from NCV | | | ||||||||||||
| | | Sarah E. Cogan | | | | | $ | 6,072 | | | | | | $ | 14,764 | | | | | | $ | 25,109 | | | | | | $ | 9,279 | | | |
| | | Deborah A. DeCotis | | | | | $ | 5,205 | | | | | | $ | 12,655 | | | | | | $ | 21,522 | | | | | | $ | 7,953 | | | |
| | | F. Ford Drummond | | | | | $ | 5,638 | | | | | | $ | 13,709 | | | | | | $ | 23,315 | | | | | | $ | 8,616 | | | |
| | | Hans W. Kertess(1) | | | | | $ | 10,244 | | | | | | $ | 24,685 | | | | | | $ | 42,026 | | | | | | $ | 15,775 | | | |
| | | James S. MacLeod | | | | | $ | 13,879 | | | | | | $ | 33,745 | | | | | | $ | 57,392 | | | | | | $ | 21,209 | | | |
| | | Philip R. McLoughlin(2) | | | | | $ | 5,205 | | | | | | $ | 12,655 | | | | | | $ | 21,522 | | | | | | $ | 7,953 | | | |
| | | William B. Ogden, IV | | | | | $ | 13,445 | | | | | | $ | 32,691 | | | | | | $ | 55,598 | | | | | | $ | 20,547 | | | |
| | | Alan Rappaport | | | | | $ | 15,180 | | | | | | $ | 36,909 | | | | | | $ | 62,772 | | | | | | $ | 23,198 | | | |
| | | Davey S. Scoon(1) | | | | | $ | 11,268 | | | | | | $ | 27,153 | | | | | | $ | 46,229 | | | | | | $ | 17,352 | | | |
| | | R. Keith Walton(2) | | | | | $ | 1,107 | | | | | | $ | 2,781 | | | | | | $ | 4,712 | | | | | | $ | 1,644 | | | |
| | | Brian T. Zino(2) | | | | | $ | 5,481 | | | | | | $ | 13,350 | | | | | | $ | 22,700 | | | | | | $ | 8,364 | | | |
| | | Name of Trustee | | | | Aggregate Compensation from NCZ | | | | Aggregate Compensation from CBH | | | | Aggregate Compensation from AIO | | | | Total Compensation from the Funds and Fund Complex(3) | | | ||||||||||||
| | | Sarah E. Cogan | | | | | $ | 7,009 | | | | | | $ | 3,106 | | | | | | $ | 16,328 | | | | | | $ | 302,500 | | | |
| | | Deborah A. DeCotis | | | | | $ | 6,007 | | | | | | $ | 2,662 | | | | | | $ | 13,996 | | | | | | $ | 293,333 | | | |
| | | F. Ford Drummond | | | | | $ | 6,508 | | | | | | $ | 2,884 | | | | | | $ | 15,162 | | | | | | $ | 297,917 | | | |
| | | Hans W. Kertess(1) | | | | | $ | 11,915 | | | | | | $ | 5,303 | | | | | | $ | 27,553 | | | | | | $ | 137,500 | | | |
| | | James S. MacLeod | | | | | $ | 16,020 | | | | | | $ | 7,099 | | | | | | $ | 37,322 | | | | | | $ | 146,668 | | | |
| | | Philip R. McLoughlin(2) | | | | | $ | 6,007 | | | | | | $ | 2,662 | | | | | | $ | 13,996 | | | | | | $ | 671,917 | | | |
| | | William B. Ogden, IV | | | | | $ | 15,519 | | | | | | $ | 6,877 | | | | | | $ | 36,156 | | | | | | $ | 142,083 | | | |
| | | Alan Rappaport | | | | | $ | 17,522 | | | | | | $ | 7,765 | | | | | | $ | 40,821 | | | | | | $ | 160,417 | | | |
| | | Davey S. Scoon(1) | | | | | $ | 13,106 | | | | | | $ | 5,833 | | | | | | $ | 30,308 | | | | | | $ | 151,250 | | | |
| | | R. Keith Walton(2) | | | | | $ | 1,241 | | | | | | $ | 541 | | | | | | $ | 2,975 | | | | | | $ | 316,667 | | | |
| | | Brian T. Zino(2) | | | | | $ | 6,318 | | | | | | $ | 2,797 | | | | | | $ | 14,740 | | | | | | $ | 345,833 | | | |
| | | Name of Trustee | | | | Aggregate Compensation from AIO | | | | Aggregate Compensation from CBH | | | | Aggregate Compensation from NCV | | | | Aggregate Compensation from NCZ | | | ||||||||||||
| | | Sarah E. Cogan | | | | | $ | 12,782 | | | | | | $ | 3,001 | | | | | | $ | 7,217 | | | | | | $ | 5,428 | | | |
| | | Deborah A. DeCotis | | | | | $ | 11,419 | | | | | | $ | 2,687 | | | | | | $ | 6,433 | | | | | | $ | 4,838 | | | |
| | | F. Ford Drummond | | | | | $ | 11,869 | | | | | | $ | 2,787 | | | | | | $ | 6,702 | | | | | | $ | 5,041 | | | |
| | | James S. MacLeod(1) | | | | | $ | 21,801 | | | | | | $ | 5,025 | | | | | | $ | 12,553 | | | | | | $ | 9,444 | | | |
| | | Philip R. McLoughlin | | | | | $ | 10,956 | | | | | | $ | 2,572 | | | | | | $ | 6,186 | | | | | | $ | 4,653 | | | |
| | | Geraldine M. McNamara(2) | | | | | $ | 2,780 | | | | | | $ | 688 | | | | | | $ | 1,479 | | | | | | $ | 1,111 | | | |
| | | William B. Ogden, IV(1) | | | | | $ | 21,120 | | | | | | $ | 4,868 | | | | | | $ | 12,161 | | | | | | $ | 9,149 | | | |
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| | | Name of Trustee | | | | Aggregate Compensation from AIO | | | | Aggregate Compensation from CBH | | | | Aggregate Compensation from NCV | | | | Aggregate Compensation from NCZ | | | ||||||||||||
| | | Alan Rappaport(3) | | | | | $ | 31,955 | | | | | | $ | 7,503 | | | | | | $ | 18,043 | | | | | | $ | 13,571 | | | |
| | | R. Keith Walton(4) | | | | | $ | 10,956 | | | | | | $ | 2,572 | | | | | | $ | 6,186 | | | | | | $ | 4,653 | | | |
| | | Brian T. Zino | | | | | $ | 13,695 | | | | | | $ | 3,216 | | | | | | $ | 7,733 | | | | | | $ | 5,816 | | | |
| | | Name of Trustee | | | | Aggregate Compensation from ACV | | | | Aggregate Compensation from NFJ | | | | Aggregate Compensation from NIE | | | | Total Compensation from the Funds and Fund Complex(5) | | | ||||||||||||
| | | Sarah E. Cogan | | | | | $ | 4,260 | | | | | | $ | 24,340 | | | | | | $ | 12,971 | | | | | | $ | 380,000 | | | |
| | | Deborah A. DeCotis | | | | | $ | 3,801 | | | | | | $ | 21,740 | | | | | | $ | 11,582 | | | | | | $ | 372,500 | | | |
| | | F. Ford Drummond | | | | | $ | 3,956 | | | | | | $ | 22,601 | | | | | | $ | 12,045 | | | | | | $ | 375,000 | | | |
| | | James S. MacLeod(1) | | | | | $ | 7,343 | | | | | | $ | 41,598 | | | | | | $ | 22,235 | | | | | | $ | 120,000 | | | |
| | | Philip R. McLoughlin | | | | | $ | 3,652 | | | | | | $ | 20,863 | | | | | | $ | 11,118 | | | | | | $ | 640,313 | | | |
| | | Geraldine M. McNamara(2) | | | | | $ | 898 | | | | | | $ | 5,263 | | | | | | $ | 2,780 | | | | | | $ | 483,000 | | | |
| | | William B. Ogden, IV(1) | | | | | $ | 7,113 | | | | | | $ | 40,298 | | | | | | $ | 21,540 | | | | | | $ | 116,250 | | | |
| | | Alan Rappaport(3) | | | | | $ | 10,651 | | | | | | $ | 60,850 | | | | | | $ | 32,429 | | | | | | $ | 175,000 | | | |
| | | R. Keith Walton(4) | | | | | $ | 3,652 | | | | | | $ | 20,863 | | | | | | $ | 11,118 | | | | | | $ | 370,000 | | | |
| | | Brian T. Zino | | | | | $ | 4,565 | | | | | | $ | 26,078 | | | | | | $ | 13,898 | | | | | | $ | 415,000 | | | |
(1)
Mr. KertessMacLeod and Mr. ScoonOgden each retired as a Trustee effective December 31, 2021.2022.
(2)
Effective January 1, 2022, (i) Mr. McLoughlin2023, Ms. McNamara was appointed as a Trustee of AIO and NIE and an Advisory Board Member of CBH, NCV, NCZ and NCV, (ii) NFJ.
(3)
Mr. Zino was appointedRappaport retired as a Trustee of the Funds and (iii)effective April 8, 2023.
(4)
Effective July 12, 2022, Mr. Walton was appointed as a Trustee of ACVAIO, NCV and an Advisory Board Member of AIO, CBH, NCV, NCZ, NIE and NFJ.NIE.
The “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 the Fund’s Adviser or an affiliate of the Adviser, including NFJ Group, serves as investment adviser.
VGI, EDI and ZTR
At a meeting of shareholders of EDI held on February 17, 2022, the current Trustees were elected for the Fund, effective April 8, 2022, in connection with Virtus Investment Partners, Inc.’s acquisition of Stone Harbor
50
Investment Partners LP. Prior to April 8, 2022, Alan Brott, Glenn Marchak, Heath B. McLendon, Patrick Sheehan, Bruce Speca and Peter J. Wilby each served as a Trustee of EDI.
The following table provides information regarding the aggregate compensation paid to Messrs. Brott, Glenn Marchak, McLendon, Sheehan and Speca (the “Former EDI Independent Trustees”) for the fiscal year ended November 30, 2022, for serving as Trustees of EDI and other funds formerly in the same Fund Complex as EDI. The Former EDI Independent Trustees did not receive any pension or retirement benefits from EDI or other funds in the Fund Complex. Mr. Wilby was an “interested person” as defined in the 1940 Act, by reason of his position as President and Chief Executive Officer of Stone Harbor and did not receive compensation from EDI or other funds in the Fund Complex.
| Name of Trustee | | | Aggregate Compensation from EDI | | | Total Compensation from the Funds and Stone Harbor Fund Complex(1) | | ||||||
| Alan Brott | | | | $ | 2,710 | | | | | $ | 66,750 | | |
| Glenn Marchak | | | | $ | 2,557 | | | | | $ | 63,000 | | |
| Heath B. McLendon | | | | $ | 2,557 | | | | | $ | 63,000 | | |
| Patrick Sheehan | | | | $ | 2,557 | | | | | $ | 63,000 | | |
| Bruce Speca | | | | $ | 2,557 | | | | | $ | 63,000 | | |
(1)
The “Stone Harbor Fund Complex” for this purpose includes EDI and the following registered investment companies: Stone Harbor Emerging Markets Income Fund, Stone Harbor Emerging Markets Debt Fund, Stone Harbor High Yield Bond Fund, Stone Harbor Local Markets Fund, Stone Harbor Emerging Markets Corporate Debt Fund, Stone Harbor Strategic Income Fund and Stone Harbor Emerging Markets Debt Allocation Fund.
The following table provides information regarding the aggregate compensation paid to each Independent Trustee of EDI and each Independent Trustee and Advisory Board Member of VGI and ZTR for the portion of the fiscal year ended November 30, 2022, beginning April 8, 2022, for 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.
51
| Name of Trustee | | | Aggregate Compensation from VGI | | | Aggregate Compensation from EDI | | | Aggregate Compensation from ZTR | | | Total Compensation from the Funds and Virtus Fund Complex(4) | | ||||||||||||
| Donald C. Burke | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 436,500 | | |
| Sarah E. Cogan | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 365,000 | | |
| Deborah A. DeCotis | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 355,000 | | |
| F. Ford Drummond | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 360,000 | | |
| Sidney E. Harris | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 340,000 | | |
| John R. Mallin | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 340,000 | | |
| Connie D. McDaniel | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 385,000 | | |
| Philip R. McLoughlin | | | | $ | 11,131 | | | | | $ | 2,860 | | | | | $ | 37,537 | | | | | $ | 644,125 | | |
| Geraldine M. McNamara | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 466,500 | | |
James B. Rogers, Jr.(2) | | | | $ | 6,016 | | | | | $ | N/A | | | | | $ | N/A | | | | | $ | 6,016 | | |
| R. Keith Walton | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 355,000 | | |
| Brian T. Zino | | | | $ | 2,796 | | | | | $ | 970 | | | | | $ | 9,843 | | | | | $ | 400,000 | | |
| Advisory Member | | | | | | | | | | | | | | | | | | | | | | | | | |
William R. Moyer(2) | | | | $ | 11,898 | | | | | $ | 1,969 | | | | | $ | 39,470 | | | | | $ | 56,136 | | |
(1)
The “Virtus 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 Adviser or an affiliate of the Adviser, including Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, serves as investment adviser.
(2)
Mr. Moyer and Mr. Rogers retired effective May 23, 2022.
VOTING REQUIREMENTS AND OTHER INFORMATION
Voting Requirements
Voting requirements for each proposal are outlined within the discussion supporting each respective proposal. For purposes of the Annual Meeting, a quorum for each of NIENFJ and NFJNIE 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, 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. A quorum for each of NCV and NCZ at
52
the 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. (As of the date of this proxy statement, there are no matters expected to be presented at the Annual Meeting that will require Preferred Shares to vote as a separate class.) 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 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 separate classes, then 331∕3% of the shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. 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 Fund entitled to vote at the Annual Meeting are present in person (virtually) or by proxy. A quorum for EDI 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-1bb1a-10d to elect Trustees, where the vote required to approve is the affirmative vote of a pluralitypercentage 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.
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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 FundAIO, 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. (As of the date of this proxy statement, there are no matters expected to be presented at the Annual Meeting that will require Preferred Shares to vote as a separate class.) 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.
VGI, EDI and ZTR
If a quorum is not present in person (virtually) or by proxy at the time the Annual Meeting for VGI, EDI 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 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
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/MWAVQWHMAV29SY on July 12, 2022May 22, 2023 at 3:304:00 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 July 7, 2022.May 17, 2023.
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.shareholdermeetings@computershare.com.
The online meeting will begin promptly at 3:304:00 p.m. Eastern Time. We encourage you to access the virtual meeting room prior to the start time leaving
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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 May 23, 2022,March 31, 2023, 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 shareShare held and a fractional vote with respect to each fractional shareShare with no cumulative voting rights subject to the following exceptions.rights. 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 Auction Rate Preferred Shares with liquidation preference of $25,000 per share and Cumulative Preferred Shares 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 one-halfits 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.
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Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be 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-32775vir-33238.
https://www.proxy-direct.com/
Virtus Investment Advisers, Inc. (the “Adviser”(“VIA”) acts as investment adviser to all of the Funds. The AdviserFunds except EDI. Virtus Alternative Investment Advisers, Inc. (“VAIA”) acts as investment adviser to EDI. Each Fund’s investment adviser is responsible for overseeing the investment management and administration services provided to the Fund. The Adviser isBoth investment advisers are located at One Financial Plaza, Hartford, CT 06103. The Adviser
VIA has delegated the day-to-day portfolio management of all the Funds except NFJAIO, CBH, NCV, NCZ, ACV and NIE to one Subadviser: AllianzGI US; andVoya; the day-to-day portfolio management of NFJ to two Subadvisers: AllianzGI USVoya and NFJ Group.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 EDI to one Subadviser: Stone Harbor, an operating division of VFIA. Each of NFJ Group, Newfleet, Duff & Phelps and Stone Harbor is an affiliate of the AdviserVIA and VAIA and, like the Adviser,VIA and VAIA, an indirect wholly owned subsidiary of Virtus. Virtus Investment Partners, Inc.
NFJ Group is located at 2100 Ross Avenue, Suite 700, Dallas, TX 75201. AllianzGI USNewfleet is located at 1633 Broadway,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 majority-owned indirectwholly-owned subsidiary of a holding company which is ultimately owned by Allianz SE a publicly traded European-based multinational insurance and financial services holding company.Voya Financial, Inc.
Administrator
Virtus Fund Services, LLC (the “Administrator” or “Virtus Fund Services”) serves as the administrator for the 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 Virtus.
Independent Auditors Fees
The aggregate fees paid to PwC or Deloitte in each of the last two fiscal years in connection with each Fund’s annual audit for fiscal years 2022 and 2021 were as follows:
| Fund | | Fiscal Year Ended | | Audit Fees | | Audit-Related Fees* | | Tax Fees** | | All Other Fees | | | Auditor | | Fiscal Year Ended | | Audit Fees | | Audit- Related Fees* | | Tax Fees** | | All Other Fees | | ||||||||||||||||||||||||||||||||||||||
| AIO | | January 31, 2022 | | | $ | 40,500 | | | | $ | 2,158 | | | | $ | 14,950 | | | | $ | 0 | | | | | | PwC | | | January 31, 2023 | | | $ | 42,525 | | | | $ | 1,424 | | | | $ | 14,864 | | | | $ | 0 | | | |||||||||||
| AIO | | January 31, 2022 | | | $ | 72,520 | | | | $ | 0 | | | | $ | 12,000 | | | | $ | 0 | | | | | | PwC | | | January 31, 2022 | | | $ | 40,500 | | | | $ | 2,158 | | | | $ | 14,950 | | | | $ | 0 | | | |||||||||||
| CBH | | | | PwC | | | January 31, 2023 | | | $ | 46,200 | | | | $ | 1,424 | | | | $ | 10,668 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
| CBH | | | | PwC | | | January 31, 2022 | | | $ | 44,000 | | | | $ | 2,158 | | | | $ | 14,950 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
| NCV | | January 31, 2022 | | | $ | 44,000 | | | | $ | 19,158 | | | | $ | 14,950 | | | | $ | 0 | | | | | | PwC | | | January 31, 2023 | | | $ | 46,200 | | | | $ | 18,424 | | | | $ | 9,873 | | | | $ | 0 | | | |||||||||||
| NCV | | January 31, 2022 | | | $ | 83,356 | | | | $ | 17,738 | | | | $ | 12,000 | | | | $ | 0 | | | | | | PwC | | | January 31, 2022 | | | $ | 44,000 | | | | $ | 19,158 | | | | $ | 14,950 | | | | $ | 0 | | | |||||||||||
| NCZ | | January 31, 2022 | | | $ | 44,000 | | | | $ | 19,158 | | | | $ | 14,950 | | | | $ | 0 | | | | | | PwC | | | January 31, 2023 | | | $ | 46,200 | | | | $ | 18,424 | | | | $ | 7,779 | | | | $ | 0 | | | |||||||||||
| NCZ | | January 31, 2022 | | | $ | 80,459 | | | | $ | 17,738 | | | | $ | 12,000 | | | | $ | 0 | | | | | | PwC | | | January 31, 2022 | | | $ | 44,000 | | | | $ | 19,158 | | | | $ | 14,950 | | | | $ | 0 | | | |||||||||||
| CBH | | January 31, 2022 | | | $ | 44,000 | | | | $ | 19,158 | | | | $ | 14,950 | | | | $ | 0 | | | |||||||||||||||||||||||||||||||||||||||
| CBH | | January 31, 2022 | | | $ | 74,500 | | | | $ | 17,738 | | | | $ | 12,000 | | | | $ | 0 | | | |||||||||||||||||||||||||||||||||||||||
| ACV | | January 31, 2022 | | | $ | 40,500 | | | | $ | 2,289 | | | | $ | 14,950 | | | | $ | 0 | | | | | | PwC | | | January 31, 2023 | | | $ | 42,525 | | | | $ | 1,424 | | | | $ | 24,705 | | | | $ | 0 | | | |||||||||||
| ACV | | January 31, 2021 | | | $ | 75,993 | | | | $ | 0 | | | | $ | 12,000 | | | | $ | 0 | | | | | | PwC | | | January 31, 2022 | | | $ | 40,500 | | | | $ | 2,289 | | | | $ | 14,950 | | | | $ | 0 | | | |||||||||||
| NFJ | | | | PwC | | | January 31, 2023 | | | $ | 42,525 | | | | $ | 1,424 | | | | $ | 27,717 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
| NFJ | | | | PwC | | | January 31, 2022 | | | $ | 40,500 | | | | $ | 3,501 | | | | $ | 14,950 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
| NIE | | January 31, 2022 | | | $ | 40,500 | | | | $ | 2,833 | | | | $ | 14,950 | | | | $ | 0 | | | | | | PwC | | | January 31, 2023 | | | $ | 42,525 | | | | $ | 1,424 | | | | $ | 16,326 | | | | $ | 0 | | | |||||||||||
| NIE | | January 31, 2021 | | | $ | 66,503 | | | | $ | 0 | | | | $ | 12,000 | | | | $ | 0 | | | | | | PwC | | | January 31, 2022 | | | $ | 40,500 | | | | $ | 2,833 | | | | $ | 14,950 | | | | $ | 0 | | | |||||||||||
| NFJ | | January 31, 2022 | | | $ | 40,500 | | | | $ | 3,501 | | | | $ | 14,950 | | | | $ | 0 | | | |||||||||||||||||||||||||||||||||||||||
| NFJ | | January 31, 2021 | | | $ | 78,671 | | | | $ | 0 | | | | $ | 12,000 | | | | $ | 0 | | | |||||||||||||||||||||||||||||||||||||||
| VGI | | | | PwC | | | November 30, 2022 | | | $ | 33,055 | | | | $ | 4,724 | | | | $ | 4,078 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
| VGI | | | | PwC | | | November 30, 2021 | | | $ | 30,050 | | | | $ | 2,775 | | | | $ | 3,353 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
| EDI | | | | Deloitte | | | November 30, 2022 | | | $ | 55,900 | | | | $ | 0 | | | | $ | 5,000 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
| EDI | | | | Deloitte | | | November 30, 2021 | | | $ | 55,900 | | | | $ | 0 | | | | $ | 5,000 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
| ZTR | | | | PwC | | | November 30, 2022 | | | $ | 33,055 | | | | $ | 4,724 | | | | $ | 4,078 | | | | $ | 1,500 | | | ||||||||||||||||||||||||||||||||||
| ZTR | | | | PwC | | | November 30, 2021 | | | $ | 30,050 | | | | $ | 2,775 | | | | $ | 4,853 | | | | $ | 0 | | | ||||||||||||||||||||||||||||||||||
*
“Audit-Related Fees” are those related to performance of 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 services described in the table above were approved by the Funds’ Audit Oversight Committee pursuant to its policies and procedures.
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With respect to Rule 2-01(c)(7)(i)(C) of Regulation S-X, there were no fees that were approved by the Audit Oversight Committee pursuant to the 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 financial reporting of the 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
As of May 23, 2022,March 31, 2023, to the best of each Fund’s knowledge, no person beneficially owns more than five percent of the outstanding shares of each Fund’s Shares other than as listed in the below table. This information is primarily based on publicly available Schedule 13D and 13G disclosures filed with the SEC.
| Title of Class | | Name and Address of Beneficial Ownership | | No. of Shares | | Percent of Class | | | Name and Address of Beneficial Ownership | | No. of Shares | | Percent of Class | | ||||||||||||||||||
| Common Shares of CBH | | Morgan Stanley 1585 Broadway New York, NY 10036 | | | | 1,034,495 | | | | | 5.66% | | | | Punch & Associates Investment Management Inc. 7701 France Ave South, Suite 300 Edina MN 55435 | | | | 1,142,879 | | | | | 6.26% | | | ||||||
| Common Shares of CBH | | Punch & Associates Investment Management Inc.7701 France Ave South, Suite 300 Edina MN 55435 | | | | 939,219 | | | | | 5.14% | | | | Morgan Stanley 1585 Broadway New York, NY 10036 | | | | 1,012,010 | | | | | 5.54% | | | ||||||
| Preferred Shares of NCV | | UBS Group AG Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland | | | | 8,056 | | | | | 67.83%(1) | | | |||||||||||||||||||
| Cumulative Preferred Shares of NCV | | RiverNorth Capital Management LLC 325 N. LaSalle Street, Suite 645 Chicago, IL 60654 | | | | 331,750 | | | | | 8.29% | | | | RiverNorth Capital Management LLC 325 N. LaSalle Street, Suite 645 Chicago, IL 60654 | | | | 331,750 | | | | | 8.29%(1) | | | ||||||
| Cumulative Preferred Shares of NCV | | Louisiana Workers Compensation Corp 2237 South Acadian Thruway Baton Rouge LA 70808 | | | | 324,146 | | | | | 8.10% | | | | Louisiana Workers Compensation Corp 2237 South Acadian Thruway Baton Rouge LA 70808 | | | | 306,046 | | | | | 7.65%(1) | | | ||||||
| Cumulative Preferred Shares of NCV | | Fidelity National Financial, Inc., 601 Riverside Ave, Jacksonville, FL 32204 | | | | 231,936 | | | | | 5.80% | | | | Fidelity National Financial, Inc., 601 Riverside Ave, Jacksonville, FL 32204 | | | | 231,936 | | | | | 5.80%(1) | | | ||||||
| Cumulative Preferred Shares of NCV | | Americo Financial Life & Annuity Ins PO Box 410288 Kansas City MO 64141-0288 | | | | 215,000 | | | | | 5.38% | | | | Americo Financial Life & Annuity Ins PO Box 410288 Kansas City MO 64141-0288 | | | | 215,000 | | | | | 5.38%(1) | | | ||||||
| Common Shares of NCV | | Bank of America Corp 100 N Tryon St Charlotte NC 28255 | | | | 4,719,727 | | | | | 5.22% | | | |||||||||||||||||||
| Preferred Shares of NCZ | | UBS Group AG Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland | | | | 5,636 | | | | | 52.35%(1) | | | |||||||||||||||||||
| Cumulative Preferred Shares of NCZ | | Fidelity National Financial, Inc., 601 Riverside Ave, Jacksonville, FL 32204 | | | | 475,000 | | | | | 10.89% | | | | Fidelity National Financial, Inc., 601 Riverside Ave, Jacksonville, FL 32204 | | | | 475,000 | | | | | 10.89%(1) | | | ||||||
| Preferred Shares of ACV | | Metropolitan Life Insurance Co/NY One MetLife Way Whippany, NJ 07981 | | | | 1,200,000 | | | | | 100% | | | |||||||||||||||||||
| Common Shares of NCZ | | Morgan Stanley 1585 Broadway New York, NY 10036 | | | | 5,817,736 | | | | | 7.64% | | | |||||||||||||||||||
| MRP Shares of ACV | | Metropolitan Life Insurance Co/NY One MetLife Way Whippany, NJ 07981 | | | | 1,200,000 | | | | | 100% | | | |||||||||||||||||||
| Title of Class | | Name and Address of Beneficial Ownership | | No. of Shares | | Percent of Class | | | Name and Address of Beneficial Ownership | | No. of Shares | | Percent of Class | | ||||||||||||||||||
| Common Shares of ACV | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | 646,535 | | | | | 6.24% | | | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | 646,535 | | | | | 6.24% | | | ||||||
| Common Shares of ACV | | Advisors Asset Management Inc. 18925 Base Camp Road Monument CO 80132 | | | | 560,706 | | | | | 5.50% | | | |||||||||||||||||||
| Common Shares of NIE | | Wells Fargo & Co 420 Montgomery Street San Francisco CA 94163 | | | | 1,747,544 | | | | | 6.31% | | | |||||||||||||||||||
| Common Shares of NIE | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | 1,420,006 | | | | | 5.12% | | | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | 1,420,006 | | | | | 5.12% | | | ||||||
| Common Shares of NFJ | | Parametric Portfolio Associates LLC 800 Fifth Avenue, Suite 2800 Seattle, WA 98104 | | | | 7,748,300 | | | | | 8.17% | | | | Morgan Stanley 1585 Broadway New York, NY 10036 | | | | 6,527,555 | | | | | 6.89% | | | ||||||
| Common Shares of VGI | | SIT Investment Associates Inc 3300 IDS Center 80 South Eight Street Minneapolis MN 55402 | | | | 1,037,563 | | | | | 9.17% | | | |||||||||||||||||||
| Common Shares of VGI | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | 833,266 | | | | | 7.37% | | | |||||||||||||||||||
| Common Shares of EDI | | First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 | | | | 1,502,636 | | | | | 15.02% | | | |||||||||||||||||||
| Common Shares of ZTR | | SIT Investment Associates Inc 3300 IDS Center 80 South Eight Street Minneapolis MN 55402 | | | | 5,495,498 | | | | | 8.01% | | | |||||||||||||||||||
| Common Shares of ZTR | | RiverNorth Capital Management LLC 325 N. LaSalle Street, Suite 645 Chicago, IL 60654 | | | | 4,100,163 | | | | | 5.98% | | | |||||||||||||||||||
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