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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.  )
Filed by the Registrant ☒   Filed by a Party other than the Registrant ☐
Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).
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☒
Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND
VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND
VIRTUS CONVERTIBLE & INCOME FUND
VIRTUS CONVERTIBLE & INCOME FUND II
VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND
VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND
VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND
VIRTUS EQUITY & CONVERTIBLE INCOME FUND
VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGYGLOBAL MULTI-SECTOR INCOME FUND
VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND
VIRTUS TOTAL RETURN FUND INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒
No fee required.
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☐
Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
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VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY
OPPORTUNITIES FUND
VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND
VIRTUS CONVERTIBLE & INCOME FUND
VIRTUS CONVERTIBLE & INCOME FUND II
VIRTUS CONVERTIBLEDIVERSIFIED INCOME & INCOME 2024 TARGET TERMCONVERTIBLE FUND
VIRTUS DIVERSIFIED INCOMEDIVIDEND, INTEREST & CONVERTIBLEPREMIUM STRATEGY FUND
VIRTUS EQUITY & CONVERTIBLE INCOME FUND
VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGYGLOBAL MULTI-SECTOR INCOME FUND
VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND
VIRTUS TOTAL RETURN FUND INC.
101 Munson Street
Greenfield, MA 01301-9668
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NOTICE OF JOINT SPECIALANNUAL MEETING OF SHAREHOLDERS
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To be held on September 27, 2022May 22, 2023
Notice is hereby given to the shareholders of Virtus Artificial Intelligence & Technology Opportunities Fund (“AIO”), Virtus Convertible & Income 2024 Target Term Fund (“CBH”), Virtus Convertible & Income Fund (“NCV”), Virtus Convertible & Income Fund II (“NCZ”), Virtus Convertible & Income 2024 Target Term Fund (“CBH”), Virtus Diversified Income & Convertible Fund (“ACV”), Virtus 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 athe Joint SpecialAnnual Meeting of Shareholders of the Funds (the “Meeting”“Annual Meeting”) will be held on September 27, 2022May 22, 2023 at 3:304:00 p.m. Eastern Time. Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, weThe Annual Meeting will be hosting the Meeting asheld in a telephone conference call. There is no physical location for the Meeting. Tovirtual meeting format only and will be conducted exclusively by webcast. You will be able to attend and participate in the Annual Meeting you must emailonline, vote your shares electronically and submit your questions prior to and during the meeting by visiting: meetinginfo@dicostapartners.comwww.meetnow.global/MAV29SY no later than 2:on May 22, 2023 at 4:00 p.m. Eastern Time on September 20, 2022, and provideentering the control number found in the shaded box of your full name and address.proxy card. You will then receive an email from Di Costa Partners LLC containingnot be able to attend the conference call dial-in information and instructions for participating in the Meeting.meeting physically. The Annual Meeting is being held for the following purposes:
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*
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.
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1.
To be voted onelect trustees of AIO, as follows:
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a.
Elect Geraldine M. McNamara as a Class I trustee of AIO, by Shareholdersthe AIO shareholders (“Proposal 1a”);
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b.
Elect R. Keith Walton as a Class I trustee of each Fund, voting separatelyAIO, by each such Fund: To approvethe AIO shareholders (“Proposal 1b”);
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c.
Elect Brian T. Zino as a new subadvisory agreementClass I trustee of AIO, by and among each Fund, Virtus Investment Advisers, Inc. and Voya Investment Management Co. LLC;the AIO shareholders (“Proposal 1c”);
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2.
To elect trustees of CBH, as follows:
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a.
Elect George R. Aylward as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2a”);
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b.
Elect Sarah E. Cogan as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2b”);
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c.
Elect Deborah A. DeCotis as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2c”);
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3.
To elect trustees of NCV, as follows:
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a.
Elect Geraldine M. McNamara as a Class I trustee of NCV, by the NCV shareholders (“Proposal 3a”);
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b.
Elect George R. Aylward as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3b”);
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c.
Elect Sarah E. Cogan as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3c”);
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d.
Elect R. Keith Walton as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3d”);
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4.
To elect trustees of NCZ, as follows:
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a.
Elect George R. Aylward as a Class II trustee of NCZ, by the NCZ shareholders (“Proposal 4a”);
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b.
Elect Deborah A. DeCotis as a Class II trustee of NCZ, by the NCZ shareholders (“Proposal 4b”);
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c.
Elect Philip R. McLoughlin as a Class II trustee of NCZ, by the NCZ shareholders (“Proposal 4c”);
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5.
To elect trustees of ACV, as follows:
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a.
Elect Geraldine M. McNamara as a Class I trustee of ACV, by the ACV shareholders (“Proposal 5a”);
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b.
Elect George R. Aylward as a Class II trustee of ACV, by the ACV shareholders (“Proposal 5b”);
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c.
Elect F. Ford Drummond as a Class II trustee of ACV, by the ACV shareholders (“Proposal 5c”);
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d.
Elect R. Keith Walton as a Class II trustee of ACV, by the ACV shareholders (“Proposal 5d”);
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6.
To elect trustees of NFJ, as follows:
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a.
Elect Sarah E. Cogan as a Class III trustee of NFJ, by the NFJ shareholders (“Proposal 6a”);
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b.
Elect F. Ford Drummond as a Class III trustee of NFJ, by the NFJ shareholders (“Proposal 6b”);
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c.
Elect R. Keith Walton as a Class III trustee of NFJ, by the NFJ shareholders (“Proposal 6c”);
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7.
To elect trustees of NIE, as follows:
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a.
Elect Geraldine M. McNamara as a Class I trustee of NIE, by the NIE shareholders (“Proposal 7a”);
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b.
Elect R. Keith Walton as a Class I trustee of NIE, by the NIE shareholders (“Proposal 7b”);
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c.
Elect Brian T. Zino as a Class I trustee of NIE, by the NIE shareholders (“Proposal 7c”);
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8.
To elect trustees of VGI, as follows:
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a.
Elect Donald C. Burke as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8a”);
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b.
Elect Sarah E. Cogan as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8b”);
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c.
Elect Sidney E. Harris as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8c”);
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d.
Elect John R. Mallin as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8d”);
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9.
To elect trustees of EDI, as follows:
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a.
Elect George R. Aylward as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9a”);
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b.
Elect Deborah A. DeCotis as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9b”);
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c.
Elect John R. Mallin as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9c”);
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d.
Elect R. Keith Walton as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9d”);
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10.
To elect directors of ZTR, as follows:
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a.
Elect Connie D. McDaniel as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10a”);
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b.
Elect Geraldine M. McNamara as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10b”);
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c.
Elect R. Keith Walton as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10c”);
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d.
Elect Brian T. Zino as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10d”);
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11.
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.
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THE BOARD OF TRUSTEES (THE “BOARD”) OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF PROPOSAL 1 LISTED ABOVE.ELECTING EACH TRUSTEE NOMINEE.
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With respect to each of NCV and NCZ, approval by such Fund of the proposed subadvisory agreement pursuant to Proposal 1 is contingent on the approval of the new subadvisory agreement by the other Fund, in the sense that if the new subadvisory agreement of NCV is approved but the new subadvisory agreement of NCZ is not, or vice versa, the Board reserves the right to decline to proceed with either such agreement. The approval of Proposal 1 for all other Funds is not contingent, and any such approval will be effective for AIO, CBH, ACV, NIE and/or NFJ regardless of whether the Proposal is approved by any other Fund.
The Board has fixed the close of business on August 1, 2022March 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,
[MISSING IMAGE: sg_jennifersfromm-bw.jpg][MISSING IMAGE: sg_jennifersfrommnew-bw.jpg]
Jennifer S. Fromm
Secretary
Virtus Artificial Intelligence & Technology Opportunities Fund
Virtus Convertible & Income 2024 Target Term Fund
Virtus Convertible & Income Fund
Virtus Convertible & Income Fund II
Virtus ConvertibleDiversified Income & Income 2024 Target TermConvertible Fund
Virtus Diversified IncomeDividend, Interest & ConvertiblePremium Strategy Fund
Virtus Equity & Convertible Income Fund
Virtus Dividend, Interest & Premium StrategyGlobal Multi-Sector Income Fund
Virtus Stone Harbor Emerging Markets Total Income Fund
Virtus Total Return Fund Inc.
August 4, 2022April 11, 2023
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​​IMPORTANT:​​
​​Shareholders are cordially invited to attend the Annual Meeting (telephonically)(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 (telephonically)(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 (telephonically)(virtually) if you attend the Annual Meeting and elect to vote in person (telephonically)(virtually).​​
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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.
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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.
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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:
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​​​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​
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Instruction/Q&A Section
Q:
Why did you send me this booklet?
​
A:
This booklet was sent to you because you own shares, either directly or beneficially, of AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ (each, a “Fund”) as of August 1, 2022, which isHow can I attend the record date for determining the shareholders of the Fund entitled to notice of and to vote at the special meeting of shareholders of the Fund and any postponements or adjournments thereof (the “Meeting”). The Board of Trustees of the Fund (the “Board”) urges you to review the information contained in this booklet before voting on the proposal that will be presented for your Fund at the Meeting (the “Proposal”).
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Q:
Why is the Meeting being held?
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A:
As previously disclosed, on May 17, 2022, Allianz Global Investors U.S. LLC (“AllianzGI US”) settled certain government charges about matters unrelated to the Funds with the U.S. Securities and Exchange Commission and Department of Justice. As a result of the settlement, AllianzGI US will not be permitted to manage the Funds starting September 17, 2022. On June 13, 2022, AllianzGI US announced that it had entered into an agreement with Voya Financial, Inc. to transfer the investment teams who currently manage the Funds to Voya Investment Management Co. LLC (“Voya”) on or before July 25, 2022, after which AllianzGI US would not be able to continue managing the Funds. As discussed in further detail in the Proxy Statement, after considering the available options and conducting appropriate due diligence, upon the recommendation of the Funds’ investment adviser, the Board approved (1) engaging Voya as each Fund’s subadviser so that the Funds would continue to be managed by the same investment teams once they moved to Voya and (2) submitting to shareholders of each Fund the Proposal to approve a subadvisory agreement with Voya.
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Q:
How does the Board recommend I vote?Annual Meeting?
​
A:
The Board, including all of the trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of your Fund, unanimously recommends that shareholders vote FOR the Proposal for each Fund. If no instructions are indicated on your proxy, the representatives holding proxies will vote in accordance with the recommendations of the Board.
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Q:
How will the new subadvisory agreement for my Fund affect me?
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​
A:
The same investment teams who managed your Fund as representatives of AllianzGI US will continue to manage your Fund as representatives of
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Voya. Currently this is true under an interim subadvisory agreement with Voya that was effective July 25, 2022 (the “Interim Subadvisory Agreement”) that has a term of no longer than 150 days in accordance with a limitation under the 1940 Act. Approval of the new subadvisory agreement will permit Voya to receive the subadvisory fees under the Interim Subadvisory Agreement that have been escrowed pending approval of a subadvisory agreement for your Fund by its shareholders and will permit execution of a subadvisory agreement under substantially the same terms with a longer term, in each case, as further detailed in the Proxy Statement.
The investment strategies and risks, and the fees and expenses, of your Fund will not change as a result of the new subadvisory agreement, and Virtus Investment Advisers, Inc. will remain the investment adviser to your Fund.
Q:
Who will pay the expenses associated with the Meeting?
​
A:
Under the terms of its settlement with the SEC, AllianzGI US will bear all expenses associated with a transition of the Funds necessitated by the settlement, including the costs of this proxy and the shareholder meeting described herein.
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Q:
How can I attend the Meeting?
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​
A:
TheAnnual Meeting will be a completely telephonicvirtual meeting of shareholders, which will be conducted exclusively by telephone conference call.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.
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You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.meetnow.global/MAV29SY. You also will be able to vote your shares online by attending the Annual Meeting by webcast.
To participate in the Annual Meeting, you must email meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Timewill need to log on September 20, 2022, and provideusing the control number from your full name and address. You will then receive an email from Di Costa Partners LLC containing the conference call dial-in information and instructions for participatingproxy card or meeting notice. The control number can be found in the Meeting.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 telephoniconline 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.
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Q:
How do I register to attend the Annual Meeting virtually on the Internet?
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​
A:
If you are a registered shareholder, you do not need to register to attend the Annual Meeting by telephone conference call.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 telephonically.virtually on the Internet.
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To register to attend the Annual Meeting online by telephone conference callwebcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to meetinginfo@dicostapartners.com.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 2:5:00 p.m. Eastern Time on September 20, 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 meetinginfo@dicostapartners.comshareholdermeetings@computershare.com.
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Q:
What if I have trouble accessing the Annual Meeting by telephone?virtually?
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​
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 telephoneWiFi connection wherever they intend to participate in the meeting. We encourage you to access the meeting room virtually prior to the start time. This proxy statement and additional materials may be found at www.eproxyaccess.com/​VirtusCEFs2022. ForA link on the virtual meeting room page will provide further assistance should you need it or you may call (833) 288-9331.1-888-724-2416 or 1-781-575-2748.
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PROXY STATEMENT
FOR
JOINT SPECIALANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON
SEPTEMBER 27, 2022MAY 22, 2023
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This Proxy Statement is furnished in connection with the solicitation by each Board of Trustees (the “Board”, or the “Trustees”) of Virtus Artificial Intelligence & Technology Opportunities Fund (“AIO”), Virtus Convertible & Income 2024 Target Term Fund (“CBH”), Virtus Convertible & Income Fund (“NCV”), Virtus Convertible & Income Fund II (“NCZ”), Virtus Convertible & Income 2024 Target Term Fund (“CBH”), Virtus Diversified Income & Convertible Fund (“ACV”), Virtus 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 SpecialAnnual Meeting of Shareholders of the Funds (the “Meeting”“Annual Meeting”) on September 27, 2022May 22, 2023 at 3:304:00 p.m. Eastern Time. Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, weThe Annual Meeting will be hosting the Meeting asheld in a telephone conference call. There is no physical location for the Meeting. Tovirtual meeting format only and will be conducted exclusively by webcast. You will be able to attend and participate in the Annual Meeting you must email meetinginfo@dicostapartners.com no later than 2:online, vote your shares electronically and submit your questions by visiting: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time on September 20, 2022, and provideentering the control number found in the shaded box of your full name and address.proxy card. You will then receive an email from Di Costa Partners LLC containingnot be able to attend the conference call dial-in information and instructions for participating in the Meeting.meeting physically.
This document gives you the information you need to vote on the matters listed on the accompanying Notice of Joint SpecialAnnual Meeting of Shareholders (“Notice of Annual Meeting”). This Proxy Statement, the Notice of SpecialAnnual Meeting, and the proxy card are first being mailed to shareholders on or about August 10, 2022.April 17, 2023.
Summary of Proposals to be Voted Upon
Proposal​​Shareholders
Entitled to Vote		​
11a​​To be voted on by ShareholdersElect Geraldine M. McNamara as a Class I trustee of each Fund, voting separately by each such Fund: the approval of new subadvisory agreements by and among each Fund, Virtus Investment Advisers, Inc. and Voya Investment Management.AIO​​AIO shareholders​
1b​​Elect R. Keith Walton as a Class I trustee of AIO​​AIO shareholders​
1c​​Elect Brian T. Zino as a Class I trustee of AIO​​AIO shareholders​
2a​​Elect George R. Aylward as a Class III trustee of CBH​​CBH shareholders​
2b​​Elect Sarah E. Cogan as a Class III trustee of CBH​​CBH shareholders​
2c​​Elect Deborah A. DeCotis as a Class III trustee of CBH​​CBH shareholders​
​
Proposal​​Shareholders
Entitled to Vote		​
3a​​Elect Geraldine M. McNamara as a Class I trustee of NCV​​NCV shareholders​
3b​​Elect George R. Aylward as a Class II trustee of NCV​​NCV shareholders​
3c​​Elect Sarah E. Cogan as a Class II trustee of NCV​​NCV shareholders​
3d​​Elect R. Keith Walton as a Class II trustee of NCV​​NCV shareholders​
4a​​Elect George R. Aylward as a Class II trustee of NCZ​​NCZ CBH,shareholders​
4b​​Elect Deborah A. DeCotis as a Class II trustee of NCZ​​NCZ shareholders​
4c​​Elect Philip R. McLoughlin as a Class II trustee of NCZ​​NCZ shareholders​
5a​​Elect Geraldine M. McNamara as a Class I trustee of ACV​​ACV shareholders​
5b​​Elect George R. Aylward as a Class II trustee of ACV​​ACV shareholders​
5c​​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​
6a​​Elect Sarah E. Cogan as a Class III trustee of NFJ​​NFJ shareholders​
6b​​Elect F. Ford Drummond as a Class III trustee of NFJ​​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 and/or NFJ​​NIE shareholders​
7b​​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​
8a​​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 I trustee of EDI​​EDI shareholders​
9b​​Elect Deborah A. DeCotis as a Class I trustee of EDI​​EDI shareholders​
9c​​Elect John R. Mallin as a Class I trustee of EDI​​EDI shareholders​
9d​​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 III director of ZTR​​ZTR shareholders​
2​​Transact such additional business as properly comes before the Annual Meeting​​AIO, CBH, NCV, NCZ, CBH, ACV, NFJ, NIE, VGI, EDI and/or NFJZTR shareholders​
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, NCZ and
2
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NCZ and ACV (the “Preferred Shareholders” and, together with the Common Shareholders, the “Shareholders”), because all seven Fundsten such funds are in the same family of funds and the shareholdersShareholders of each such Fund are expected to consider and vote on similar matters. Shareholders of each such Fund will vote separately on each of the proposals relating to their respective Fund, and except with respect to NCV and NCZ, an unfavorable vote on a proposal by the shareholdersShareholders of one such Fund will not affect the implementation by any other Fundoutcome of such proposal if the shareholdersproposals of the other Fund approve the proposal. If the Shareholders of NCV do not vote to approve the Proposal 1 above, the Board may determine not to enter into the subadvisory agreement for NCZ notwithstanding the approval of Proposal 1 related to NCZ and vice versa. Neither new subadvisory agreement for NCV or NCZ is expected to proceed without approval of the other.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” Proposal 1.Proposals 1a through 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 (telephonically)(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 or One Financial Plaza, Hartford, CT 06103)01301-9668). However, telephonicvirtual 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 (telephonically)(virtually) the Annual Meeting and any adjournment or postponement thereof. You will be able to attend and participate in the Annual Meeting by conference call,online, vote your shares electronically and submit your questions by emailing meetinginfo@dicostapartners.com no later than 2:visiting: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time on September 20, 2022, and providing your full name and address. You will then receive an email from Di Costa Partners LLC containingentering the conference call dial-in information and instructions for participatingcontrol number found in the Meeting.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 telephonically.virtually on the Internet. To register to attend the Annual Meeting telephonicallyonline by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to meetinginfo@dicostapartners.com.Computershare. Requests for registration must
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be labeled as “Legal Proxy” and be received no later than 2:5:00 p.m. Eastern Time on September 20, 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 meetinginfo@dicostapartners.com.shareholdermeetings@computershare.com.
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The telephoniconline meeting will begin promptly at 3:304:00 p.m. Eastern Time on September 27, 2022.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 August 1, 2022March 31, 2023 (the “Record Date”), and each shareholder of record at that time is entitled to cast one vote for each Share (or fractional vote for each fractional Share) registered in his or her name.name, with no cumulative voting rights in the election of Trustees, except as otherwise described in the following paragraph.
AtWith respect to the Meeting,election of Trustees of NCV, NCZ and ACV, the Preferred Shareholders of each of NCV, NCZ and ACVthe Funds will have equal voting rights (i.e.(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 (“Auction Rate Preferred Shares”) with liquidation preference of $25,000 per share and cumulative preferred shares (“Cumulative Preferred Shares”) with liquidation preference of $25.00 per share and ACV had outstanding series of mandatory redeemable preferred shares (“MRPS”MRP Shares”) with an aggregate liquidation preference of $30,000$25.00 per share.
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.
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Outstanding
Common Shares
​​
Outstanding
Preferred Shares
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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(3)​​
NIE​​​​27,708,965​​​​​N/A​​
NFJ​​​​94,801,581​​​​​N/A​​
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(1)
Includes 8,931 Auction Rate Preferred Shares and 4,000,000 Cumulative Preferred Shares.
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(2)
Includes 6,501 Auction Rate Preferred Shares and 4,360,000 Cumulative Preferred Shares.
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(3)
Includes 1,200,000 MRPS
​
​​​
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.
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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON
SEPTEMBER 27, 2022:MAY 22, 2023:
The Proxy Statement for the Annual Meeting is also available at www.eproxyaccess.com/VirtusCEFs2022.https://www.proxy-direct.com/vir-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 (833) 288-93311-866-270-7788 or write to the Funds’ Secretary in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668 or One Financial Plaza, Hartford, CT 06103.01301-9668.
1. APPROVALELECTION OF THE PROPOSED SUBADVISORY AGREEMENTSTRUSTEES
Background
On May 17, 2022, Allianz Global Investors U.S. LLC (“AllianzGI US”) settled certain government charges with respect to matters unrelated toThe Board is responsible for the Funds withgeneral oversight of each Fund’s operations. The Board, in turn, elects the U.S. Securities and Exchange Commission (the “SEC”) and Department of Justice. As a resultofficers of the settlement, AllianzGI US will not be permitted to serve as investment adviser or subadviser to U.S. registered open-end and closed-end funds going forward, includingFund who are responsible for administering the Funds. The SEC granted AllianzGI US a waiver atFund’s day-to-day affairs. Among other things, the time of its settlement order pursuant to which it may continue to subadvise registered closed-end funds, including the Funds, for up to a four-month period that ends on September 17, 2022. Concurrently with the announcement of the settlement, AllianzGI US announced its intention to enter into an agreement with Voya Financial, Inc. to transfer the investment teams who currently manage the Funds and assets comprising most of AllianzGI US’ United States business to Voya Investment Management Co. LLC (“Voya”) (the “Liftout”). This agreement was subsequently executed and completion of the Liftout occurred on July 25, 2022. AllianzGI US is a majority-owned indirect subsidiary of Allianz SE, a publicly traded European-based multinational insurance and financial services holding company. In connection with the Liftout, Voya Investment Management LLC, Voya’s direct parent company, has gone from being a wholly-owned subsidiary of Voya Holdings, Inc. which in turn is a wholly-owned subsidiary of Voya Financial, Inc., to being a wholly-owned subsidiary of a holding company which is ultimately owned by both Allianz SE and by Voya Financial, Inc., with Voya Financial, Inc. having a majority ownership of such entity. In addition, AllianzGI US has agreed to transfer available credits payable to brokerage firms in exchange for certain services (“soft-dollar credits”) related to the Funds to Voya upon completion of the Liftout. Such soft-dollar credits will be available to Voya in support ofBoard generally oversees the management of each Fund and reviews and approves the FundsFund’s advisory and subadvisory contracts and other funds previously subadvisedprincipal 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 10d
If each of Proposals 1a through 10d 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 two 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 1c)
At the meeting, holders of AIO Common Shares 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 AllianzGI US and subadvised by Voya after the Liftoutholders of AIO Common Shares is necessary to elect those trustees, provided a quorum is present.
Election of CBH Trustees (Proposals 2a Through 2c)
At the meeting, holders of CBH 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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complete. Undermeeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the terms of its settlement with the SEC, AllianzGI US will bear all expenses associated with a transition of the Funds necessitatedmeeting by the settlement, includingholders of CBH Common Shares is necessary to elect those trustees, provided a quorum is present.
Election of NCV Trustees (Proposals 3a Through 3d)
At the costsmeeting, holders of this proxyNCV Common and the shareholder meeting described herein.
Upon effectiveness of the Liftout, the subadvisory agreement with AllianzGI US terminated and each Fund entered into an interim subadvisory agreement with Voya (each, an “Interim Subadvisory Agreement”) which will continue in forcePreferred Shares, voting as a single class, are entitled to elect one trustee for a periodterm ending in 2025 and three trustees for a term ending in 2026, in each case to serve until the annual meeting of upshareholders 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 NCV Common and Preferred Shares is necessary to 150 days. The fees payable underelect 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 Fund’s Interim Subadvisory Agreementcase to serve until the annual meeting of shareholders in that year and until their respective successors are paidduly elected and qualified. A plurality of votes cast at the meeting by the holders of NCZ Common and Preferred Shares is necessary to an interest bearing escrow account, which will be released only ifelect 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 6a Through 6c)
At the meeting, holders of NFJ Common Shares 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 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 Fund vote in favor ofcase to serve until the Proposal. The terms and conditions of each Interim Subadvisory Agreement are otherwise substantially the same as the preexisting agreements with AllianzGI US. The same personnel from AllianzGI US who managed the portfolios of the Funds prior to the implementation of the Interim Subadvisory Agreements will continue to provide the same services to the Funds in their capacities as employees of Voya under of the Interim Subadvisory Agreements.
Under the Proposal, if approved by shareholders, a new subadvisory agreement between Virtus Investment Advisers, Inc. (“Virtus”) and Voya would be implemented for each Fund (each, a “Proposed Subadvisory Agreement”) in replacement of the Fund’s Interim Subadvisory Agreement described above. The terms of the Proposed Subadvisory Agreements are summarized below. If a Fund’s Proposed Subadvisory Agreement is approved by shareholders and takes effect, the Fund would receive essentially the same investment management services that it received through AllianzGI US as subadviser and from the same personnel, except that the Fund’s current portfolio managers and other investment personnel would provide such services in their capacities as employees of Voya as subadviser. Virtus and its affiliates will continue to provide the same investment oversight, administrative and other services to each Fund as they have to date in their continuing capacities as investment adviser and administrator, except through oversight of Voya as subadviser in place of AllianzGI US. There will be no changes to a Fund’s current investment advisory or subadvisory fee rates and each Fund’s total expenses are expected to be the approximately the same with Voya as subadviser under the Proposed Subadvisory Agreement as they would have been if the arrangements with AllianzGI US as subadviser had remained in place. As described below, certain operations, compliance, trading, risk management and other functions previously provided by AllianzGI US as subadviser would transition to Voya going forward, but the transition is not expected to result in any diminution in the level or quality of services provided to any of the Funds.annual
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Descriptionmeeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the Subadvisory Agreement with AllianzGI USmeeting by the holders of NIE Common Shares is necessary to elect those trustees, provided a quorum is present.
UntilElection of VGI Trustees (Proposals 8a Through 8d)
At the effectivenessmeeting, holders of VGI Common Shares are entitled to elect four trustees for a term ending in 2026, in each case to serve until the Liftout, AllianzGI US served asannual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A majority of votes cast at the subadvisermeeting 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 Fund pursuantcase to serve until the applicable subadvisory agreement between Virtusannual meeting of shareholders in that year and AllianzGI USuntil 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 Fund (the “AllianzGI Subadvisory Agreement”). 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 10d
The Boardholders of each of NCV, NCZ, NIE, ACV, CBH, NFJNCV’s, NCZ’s and AIO includingACV’s Preferred Shares 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 majority of the Independent Trustees, most recently approved the AllianzGI Subadvisory Agreement, as applicable, on August 31, 2020. The AllianzGI Subadvisory Agreement was last submitted to the Shareholders of NCZ and CBH for approval at the meetings that concluded on November 24, 2020, the Shareholders of NCV, ACV, NIE and NFJ on December 23, 2020 and the Shareholders of AIO on February 25, 2021. As noted above, the Interim Subadvisory Agreements are substantially the same as the AllianzGI Subadvisory Agreements, except for the term of each such agreement and the payment of fees into escrow. The below description therefore applies to the Interim Subadvisory Agreements exceptsingle class with respect to those two points.Proposals 3a through 5d, as applicable. The holders of each of AIO’s, CBH’s, NFJ’s, NIE’s, VGI’s, EDI’s and ZTR’s Shares will have equal voting rights (i.e., one vote per Share) and will vote together as a single class with respect to Proposals 1a through 2c and 6a through 10d, as applicable.
Services.   UnderUnless authority is withheld, it is the AllianzGI Subadvisory Agreements AllianzGI US was obligated, subject always to the direction and oversightintention of the Boardspersons named in the proxy to vote the proxy “FOR” the election of the Trustee Nominee described in Proposals 1a through 10d.
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Background and additional information concerning the current Trustees and Virtus, to furnish continuously an investment program for the Funds’ portfolios.
In providing management services to the Funds, AllianzGI US was subject to the investment objectives, policies and restrictions of the Funds and asTrustee nominees is set forth in each Fund’s registration statement to the extenttables that follow. The “Interested” Trustee is indicated by an asterisk (*). Independent Trustees are those who are not “interested persons” ​(as defined in effect and as amended or supplemented by disclosure contained in each Fund’s shareholder reports (the “Fund Disclosure”), as may be periodically amended and provided to AllianzGI US by Virtus, and to the investment restrictions set forth inSection 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules thereunder, to the supervision and control) of the Board, and to instructions from Virtus. AllianzGI US would not, without a Fund’s prior written approval, effect any transactions that would cause such Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. Virtus provided AllianzGI US with such assistance as may have been reasonably requested to facilitate AllianzGI US’ services under the AllianzGI Subadvisory Agreements, including, without limitation, providing information concerning the Funds, contact information for parties to provide information about funds available or to become available for investment, and information generally as to the conditions of the Funds’ affairs.
Fees.   Under the AllianzGI Subadvisory Agreements, Virtus paid a subadvisory fee to AllianzGI US at the rate of 50% of the net advisory fee paid by(i) the applicable Fund, to Virtus. For this purpose, the “net advisory fee” is the advisory fee paid to Virtus, based on(ii) the Fund’s average daily managed assets, after accounting for any applicable fee waiver and/investment adviser (Virtus Investment Advisers, Inc. or expense limitationVirtus Alternative Investment Advisers, Inc., each an “Adviser” and together the “Advisers”) or applicable subadviser(s) (Newfleet Asset Management (“Newfleet”)
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agreement, which did not include reimbursement1 or Stone Harbor Investment Partners (“Stone Harbor”)2, each an operating division of Virtus for any expenses or recapture of prior waivers. Thus, the amount of any recoupment or recapture of prior waivers had the effect of being shared equally between Virtus and AllianzGI US. The fees were prorated for any month during which the applicable AllianzGI Subadvisory Agreement was in effect for only a portion of the month. In computing the fee to be paid to AllianzGI US, the managed assets of the applicable Fund were calculated as set forth in the Fund Disclosure of that Fund.
Term/Termination/Amendment.   The AllianzGI Subadvisory Agreements took full force and effect as to the applicable Fund for an initial two-year period in accordance with the 1940 Act in February 2021. The AllianzGI Subadvisory Agreement, when in effect, was terminable with respect to a Fund at any time on 60 days’ written notice to Virtus, or by Virtus on 60 days’ written notice to the Fund, without the payment of any penalty, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of a Fund or by a vote of the Trustees. Additionally, when in effect, the AllianzGI Subadvisory Agreements were also terminable by Virtus or the Board immediately in various other customary circumstances. The AllianzGI Subadvisory Agreements provided that they would terminate automatically upon termination of the current investment advisory agreement in place between Virtus and each Fund (the “Investment Advisory Agreement”) and in the event of their assignment (as defined in the 1940 Act). The AllianzGI Subadvisory Agreements provided that they could be amended upon the agreement in writing of the applicable Fund, AllianzGI US and Virtus.
Pursuant to the resolution of certain government charges against AllianzGI US noted above, AllianzGI US is not permitted to serve as adviser or subadviser to U.S. registered open-end and closed-end funds going forward, including the Funds. The AllianzGI Subadvisory Agreements terminated upon the effectiveness of the Liftout and effectiveness of the Interim Subadvisory Agreements with Voya described above.
Liability. The AllianzGI Subadvisory Agreements provided that AllianzGI US would not have been liable to either the applicable Fund or Virtus for any error of judgment or mistake of law or for any loss suffered, except for losses resulting by reason of willful misconduct, bad faith, gross negligence or reckless disregard in the performance of AllianzGI US’ duties under the AllianzGI Subadvisory Agreements. Additionally, the AllianzGI Subadvisory Agreements did not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of each Fund. However, AllianzGI US was responsible for, and indemnified and held the Fund and Virtus and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or Virtus within the meaning of Section 15 of the Securities Act of 1933, as
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amended, harmless against, any and all losses arising out of or resulting from a “Trade Error” ​(as defined in the compliance policies and procedures of the Fund and/or AllianzGI), as the same may be amended from time to time, caused by the negligent action or negligent omission of AllianzGI US or its agent.
Description of the Proposed New Subadvisory Agreement with Voya
For each Fund, the Proposed Subadvisory Agreement between Virtus and Voya is substantially the same as the Fund’s preexisting Subadvisory Agreement with AllianzGI US with respect to the key terms summarized below.
Services.   Under the Proposed Subadvisory Agreement, a form of which is attached to this Proxy Statement as Appendix A, Voya would be obligated, subject always to the direction and oversight of the Boards of Trustees and Virtus, to furnish continuously an investment program for a Fund’s portfolios.
In providing management services to a Fund Voya shall be subject to the investment objectives, policies and restrictions of the Funds as set forth in the Fund’s registration statement to the extent in effect and as supplemented by disclosure contained in each Fund’s shareholder reports (the “Fund Disclosure”Fixed Income Advisers, LLC (“VFIA”), as may be periodically amended and provided to Voya by Virtus, and to the investment restrictions set forth in the 1940 Act and the rules thereunder, to the supervision and control of the Board, and to instructions from Virtus. Voya shall not, without a Fund’s prior written approval, effect any transactions that would cause such Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. Virtus would agree to provide Voya with such assistance as may be reasonably requested by Voya to facilitate its services under the Proposed Subadvisory Agreement, including, without limitation, providing information concerning the Fund, contact information for parties to provide information about assets available or to become available for investment, and information generally as to the conditions of the Fund’s affairs.
Fees.   The proposed fee arrangements under the Proposed Subadvisory Agreement with Voya are identical to those previously in place with AllianzGI US under the AllianzGI Subadvisory Agreement. In this regard, the total advisory fee that a Fund pays to Virtus under theDuff & Phelps Investment Advisory Agreement will not change if the Proposed Subadvisory Agreement takes effect. Under a Fund’s Proposed Subadvisory Agreement, Virtus will pay a subadvisory fee to Voya at the rate of 50% of the net advisory fee paid by the Fund to Virtus. For this purpose, the “net advisory fee” is the advisory fee paid to Virtus, based on the Fund’s average daily managed assets, after accounting for any applicable fee waiver and/or expense limitation agreement, which does not include reimbursement of Virtus for any expenses or recapture of prior waivers. Thus, the amount of any recoupment or recapture of prior waivers
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would have the effect of being shared equally between Virtus and Voya. Virtus believes the subadvisory fee to be charged by Voya for each Fund is reasonable in light of the subadvisory services to be provided to the Fund. The fees shall be prorated for any month during which the applicable Proposed Subadvisory Agreement is in effect for only a portion of the month. In computing the fee to be paid to Voya, the managed assets of the applicable Fund shall be calculated as set forth in the Fund Disclosure of that Fund.
Effective Date.   If the Proposed Subadvisory Agreement is approved by Shareholders of a Fund, that Proposed Subadvisory Agreement will take effect as soon as reasonably practicable after the approval (except that the approvals by NCV and NCZ are contingent on one another). The actual effective date of the Proposed Subadvisory Agreements will be at a date and time mutually agreeable to each Fund, Virtus and Voya.
Term, Termination and Amendment Standard.   The Proposed Subadvisory Agreement, if approved by Shareholders, will remain in full force and effect as to each Fund, unless sooner terminated by such Fund, for an initial period through December 31, 2023 and shall continue thereafter on an annual basis with respect to each Fund, provided that such continuance is specifically approved at least annually (i) by a vote of the Board of the Fund or by vote of a majority of outstanding voting securities of the Fund and (ii) by vote of a majority of the Trustees who are not interested persons of the Fund (as defined in the 1940 Act) or of any person party to the Proposed Subadvisory Agreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of such approval. The Proposed Subadvisory Agreement can also be terminated at any time on 60 days’ written notice to Virtus, or by Virtus on 60 days’ written notice to the Fund, without the payment of any penalty, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or by a vote of the Trustees of the Fund. Additionally, the Proposed Subadvisory Agreement may be terminated by Virtus or the Board immediately (i) upon the material breach by Virtus or Voya of the Proposed Subadvisory Agreement or (ii) at the terminating party’s discretion, if the Subadviser or Adviser or any officer, director or key portfolio manager of Voya is accused in any regulatory, self-regulatory or judicial investigation or proceeding as having violated the federal securities laws or engaged in criminal conduct. The Proposed Subadvisory Agreement will terminate automatically upon termination of theManagement Co. (“Duff & Phelps”), NFJ Investment Advisory Agreement and in the event of their assignment (as defined in the 1940 Act). The Proposed Subadvisory Agreement may be amended upon the agreement in writing of the applicable Fund, Voya and Virtus.
Liability.   The Proposed Subadvisory Agreement provides that Voya shall not be liable to either the applicable Fund or Virtus for any error of judgment or mistake of law or for any loss suffered, except for losses resulting by reason of
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willful misconduct, bad faith, gross negligence or reckless disregard in the performance of Voya’s duties under the Proposed Subadvisory Agreement. Additionally, the Proposed Subadvisory Agreement does not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of the applicable Fund. However, Voya will be responsible for, and will indemnify and hold the Fund and Virtus and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or Virtus within the meaning of Section 15 of the Securities Act of 1933, as amended, harmless against, any and all losses arising out of or resulting from a “Trade Error” ​(as defined in the compliance policies and procedures of the Fund), as the same may be amended from time to time, caused by the negligent action or negligent omission of Voya or its agent.
Trustees’ Considerations Related to the Proposed Subadvisory Agreements
The Board of each Fund is responsible for the consideration and approval of advisory and subadvisory agreements for the Fund. At a meeting held on July 18, 2022, the Board, including a majority of the Trustees who are not interested persons of each Fund as defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), unanimously authorized the appointment of Voya as a subadviser to each Fund, approved the Interim Subadvisory Agreement and approved the Proposed Subadvisory Agreement.1
Background.   In evaluating the Proposed Subadvisory Agreement for each Fund, the Board considered the context of Voya’s strategic partnership with AllianzGI US whereby AllianzGI US would, pursuant to the Liftout, transfer selected investment teams comprising most of its U.S. business to Voya in return for a 24% equity stake in the asset manager. The Board considered thatGroup, 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 Boardpersonnel formerly of each Fund, including a majorityNewfleet 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 Independent Trustees, determined to rely onsubadvisory agreement as defined in the relief granted by an order issued by the SEC that permits fund boards of directors to approve advisory contracts at a meeting held remotely rather than in-person in response to the impact of COVID-19 on investment advisers and funds. The Board determined that reliance on the order was necessary and appropriate due to circumstances related to current or potential effects of COVID-19, and prior to commencing the approval meeting, the Board confirmed that all Board members could hear each other simultaneously during the meeting. The Board noted that they intended to ratify any actions taken at this meeting pursuant to the SEC relief at their next in-person meeting.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
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(“NFJ Group”) and/or Voya Investment Management Co. LLC (“Voya”)3, each a “Subadviser” and together the “Subadvisers”), or (iii) a principal underwriter of the 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 BOARD MEMBERS
Name, Year of
Birth and Number
of Portfolios in
Funds Complex
Overseen by
Trustee(1)(2)		​​
Term of Office and
Length of Time
Served(3)
​​
Principal
Occupation(s)
During Past Five
Years
​​
Other Directorships/​
Trusteeships Held by
Trustee During the Past
Five Years
​
Independent Trustees and Advisory Board Members(4)​​​​​​​
Burke, Donald C.
YOB: 1960
Portfolios
Overseen: 99		​​
Class II Trustee of VGI since 2020, 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 2020, term expires at the 2024 Annual Meeting
​​Private investor (since 2009). Formerly, President and Chief Executive Officer, BlackRock U.S. Funds (2007 to 2009); Managing Director, BlackRock, Inc. (2006 to 2009); and Managing Director, Merrill Lynch Investment Managers (1990 to 2006).​​Trustee (since 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; Trustee (since 2016), Virtus Mutual Fund Family (57 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus​
​
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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9
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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
​
​​​​​​​​​Alternative Solutions Trust (2 portfolios); Director (since 2014) closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director, Avista Corp. (energy company) (since 2011); Trustee, Goldman Sachs Fund Complex (2010 to 2014); and Director, BlackRock Luxembourg and Cayman Funds (2006 to 2010).​
Cogan, Sarah E.
YOB: 1956
Portfolios
Overseen: 103		​​
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 NCV since 2019, nominee for term expiring 2026
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 NFJ since 2019, nominee for term expiring 2026
Class III Trustee of NIE since 2019, term expires at the 2025 Annual Meeting
Class II Trustee of VGI
​​Retired Partner, Simpson Thacher & Bartlett LLP (“STB”) (law firm) (since 2019); Director, Girl Scouts of Greater New York (since 2016); Trustee, Natural Resources Defense Council, Inc. (since 2013); and formerly, Partner, STB (1989 to 2018).​​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 Fund; Advisory Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2021), Virtus Total Return Fund Inc.; Trustee​
10
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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​
11
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the Liftout was negotiated as a result of AllianzGI US’s settlements with the Department of Justice and the SEC described above, pursuant to which AllianzGI US is disqualified from subadvising U.S. registered funds, including the Funds.
The SEC order received by AllianzGI US requires the Funds to transition to a new subadviser within four months, and shareholder approval of of new subadvisory agreements is required for the Funds. However, because the Liftout was scheduled to close on July 25, 2022, the Board approved the Interim Subadvisory Agreements under Rule 15a-4 under the 1940 Act for the Funds, so that the Funds would continue to be managed by the investment personnel formerly doing so at AllianzGI US once they moved to Voya even pending the proxy solicitation and shareholder approval. Rule 15a-4 provides a temporary exemption from the requirements of Section 15(a) of the 1940 Act pursuant to which an adviser can serve as an investment adviser to a fund pursuant to an interim contract that has not been approved by shareholders, provided that the new agreement is approved within 150 days and the other conditions of the rule are satisfied.
The Board’s Process.
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)   In considering the proposals, the Board of each Fund requested and evaluated information provided by Virtus and Voya which, in their view, constituted information necessary for the Board to form a judgment as to whether approval of the Proposed Subadvisory Agreement would be in the best interests of the Fund and its shareholders. The Board’s process for reviewing the Proposed Subadvisory Agreement consisted of multiple meetings and discussions that included meetings of the Independent Trustees and their independent legal counsel, and meetings of the full Board, all leading up to the Board’s consideration of the Proposed Subadvisory Agreement for each Fund. Representatives from Virtus and Voya participated in portions of those meetings and discussions to review the impact of the Liftout and the proposed change in subadviser on each of the Funds, among other topics. The Board also organized separate diligence meetings with personnel from Virtus and Voya, led and attended by the Chairs of the Performance Committee, Compliance and Risk Oversight Committee, Contracts Committee, and Governance and Nominating Committee, relating to each Committee’s responsibilities for the areas relevant for the Boards’ consideration of the Proposed Subadvisory Agreements.
The Independent Trustees of each Fund were separately advised by independent legal counsel throughout the process and discussed the proposed approval of the Proposed Subadvisory Agreements in private sessions with their independent legal counsel at which no representatives Virtus or Voya were present. The Board considered all the criteria separately with respect to each Fund and its shareholders. In its deliberations, the Board considered various factors, including those discussed below, none of which were controlling, and each Trustee may have attributed different weights to the various factors.
​​
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 NIE since 2011, term expires at the 2025 Annual Meeting
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
​​Committee, Memorial Sloan Kettering (2005 to 2015); and Trustee, Stanford University (2010 to 2015).​​Fund; Advisory Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2021), Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus Artificial Intelligence & Technology Opportunities Fund; Trustee (since 2017), Virtus Convertible & Income 2024 Target Term Fund; Trustee (since 2015), Virtus Diversified Income & Convertible Fund; Trustee (since 2014), Virtus Investment Trust (13 portfolios); Trustee (since 2011), Virtus Strategy Trust (8 portfolios); Trustee (since 2011), Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; and Trustee (since 2011), PIMCO Closed-End Funds(5) (26 portfolios).​
Drummond, F. Ford
YOB: 1962
Portfolios
Overseen: 103		​​
Class II Trustee of AIO since 2019, term expires at the 2024 Annual Meeting
Class II Trustee of CBH since 2017, term expires at the 2025 Annual Meeting
Class III Trustee of NCV
​​President (since 1998), F.G. Drummond Ranches, Inc.; and Director (since 2015), Texas and Southwestern Cattle Raisers Association. Formerly,​​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​
12
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Basis for the Board’s Recommendation.
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)   In making its determination with respect to each Proposed Subadvisory Agreement, the Board considered various factors, including:
•
Nature, extent, and quality of the services to be provided by Voya.   The Trustees received in advance of the Meeting information provided by Voya, including Voya’s Form ADV, as well as a presentation provided by senior executives of Voya. The Board noted that Voya would provide portfolio management, compliance with the Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Board also noted Voya’s representations that it would ensure management of the Fund is carried out in accordance with the investment objective, policies and restrictions set forth in the Fund’s most recent prospectus and statement of additional information. In considering the approval of each Proposed Subadvisory Agreement, the Board also considered Voya’s investment management process, including (a) the experience and capability of Voya’s management and other personnel committed by Voya to the Fund, who were the same as those assigned to the Fund by AllianzGI US, and those responsible for overseeing the portfolio management teams; (b) the financial condition of Voya; (c) the quality of Voya’s regulatory and legal compliance policies, procedures and systems; and (d) Voya’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board noted Voya and AllianzGI US had indicated that there would be no changes to the personnel providing portfolio management services to the Fund as a result of the Liftout. The Board also took into account Voya’s risk assessment and monitoring process, including its risk management program with respect to enterprise, operational and other risks. The Board noted Voya’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate. The Board also considered Voya’s representations regarding the soundness of its financial condition and its relationship to a large financial services enterprise. After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services expected to be provided by Voya were satisfactory and that there was a reasonable basis on which to conclude that Voya would provide a high quality of investment services to the Fund.
​
•
Investment Performance.   The Board noted that the portfolio management teams of each Fund would be moving from the prior subadviser, AllianzGI US, to Voya. In this connection, the Board considered each Fund’s historical performance and the portfolio management teams’ ability to manage the Funds. The Board noted that the portfolio managers would have the benefit of both Virtus’ and Voya’s investment and performance
​
​​
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 III Trustee of NCZ since 2015, term expires at the 2024 Annual Meeting
Class II Trustee of ACV since 2015, nominee for term expiring 2026
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 III Trustee of VGI since 2021, term expires at the 2024 Annual Meeting
Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting
Class II Director of ZTR since 2021, term expires at the 2025 Annual Meeting
​​Chairman, Oklahoma Nature Conservancy (2019 to 2020); Board Member (2006 to 2020) and Chairman (2016 to 2018), Oklahoma Water Resources Board; Trustee (since 2014), Frank Phillips Foundation; Director (1998 to 2008), The Cleveland Bank; and General Counsel (1998 to 2008), BMIHealth Plans (benefits administration).​​Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2021), Virtus Global Multi-Sector Income Fund; Director (since 2021),Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus Artificial Intelligence & Technology Opportunities Fund; Trustee (since 2017), Virtus Convertible & Income 2024 Target Term Fund; Trustee (since 2015), Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Dividend, Interest & Premium Strategy Fund and Virtus Equity & Convertible Income Fund; Trustee (since 2014), Virtus Strategy Trust (8 portfolios); Director (since 2011), Bancfirst Corporation; and Trustee (since 2006), Virtus Investment Trust (13 portfolios).​
13
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oversight and that the Board had reviewed the Fund’s performance each quarter against relevant peer groups and benchmarks. The Board also noted Virtus’ representations that the Funds had performed in the short and long term in line with Virtus’ expectations.
•
Subadvisory Fee.   The Board took into account that each Fund’s subadvisory fee is paid by Virtus out of its management fees rather than paid separately by the Fund, so that the Fund’s shareholders would not be directly impacted by those fees. The Board also noted that the proposed subadvisory fee schedule was the same as the prior subadvisory fee schedule. In this regard, the Board considered Virtus’ representation that because there was no change to the fee split between Virtus and Voya being proposed, Virtus expected little or no impact on its projected profitability for each Fund. The Board concluded that the proposed subadvisory fees were fair and reasonable in light of services to be provided by Voya and all factors considered.
​
•
Profitability and Economies of Scale.   As noted above, the Board noted that the fees under the Proposed Subadvisory Agreements would be paid by Virtus out of the fees that Virtus receives under the Investment Advisory Agreement, so that Fund shareholders would not be directly impacted by those fees. For this reason, the Board concluded that the projected profitability to the Subadviser and its affiliates from their relationships with the Fund was not a material factor in approval of the Proposed Subadvisory Agreements. For similar reasons, and since the Fund is a closed-end fund, the Board concluded that the potential for economies of scale in Voya’s management of the Fund was not a material factor in the approval of the Proposed Subadvisory Agreements.
​
•
“Fall-out” Benefits.   The Board considered other benefits that may be realized by Voya and its affiliates from their relationships with the Fund. The Board noted management’s discussion of the fact that there are no direct benefits to Voya in providing subadvisory services to the Fund, other than the fee to be earned under the Proposed Subadvisory Agreements, although there may be certain indirect, “fall-out” benefits gained, including to the extent that serving the Fund could provide the opportunity to provide subadvisory services to additional series managed by Virtus or certain reputational benefits.
​
Recommendations and Other Factors Considered.   In approving and recommending shareholder approval of the Proposed Subadvisory Agreement for each Fund, the Board concluded, as considered in the context of the SEC order requiring that AllianzGI US exit the U.S. fund business, that the terms of each Proposed Subadvisory Agreement are fair and reasonable and that approval of the Proposed Subadvisory Agreements is in the best interests
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
​
Harris, Sidney E.
YOB: 1949
Portfolios
Overseen: 96		​​
Class II Trustee of VGI since 2020, nominee for term expiring 2026
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
​​Private Investor (since 2021); Dean Emeritus (since 2015), Professor (2015 to 2021 and 1997 to 2014), and Dean (1997 to 2004), J. Mack Robinson College of Business, Georgia State University.​​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; Trustee (since 2019), Mutual Fund Directors Forum; Trustee (since 2017), Virtus Mutual Fund Family (57 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions Trust (2 portfolios); Trustee (2013 to 2020) and Honorary Trustee (since 2020), KIPP Metro Atlanta; Director (1999 to 2019), Total System Services, Inc.; Trustee (2004 to 2017), RidgeWorth Funds; Chairman (2012 to 2017), International University of the Grand Bassam Foundation; Trustee (since​
14
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each Fund and its shareholders. In reaching this determination in the exercise of their business judgment, the Independent Trustees considered the following factors, among others, in addition to those noted above:
​
Name, Year of
Birth and Number
of Portfolios in
Funds Complex
Overseen by
Trustee(1)(2)		​​
Term of Office and
Length of Time
Served
the terms of the Proposed Subadvisory Agreement for each Fund are substantially the same in all material respects to those of the current subadvisory agreements with AllianzGI US;
​
(2)
that Virtus will continue to serve as each Fund’s investment adviser under the Investment Advisory Agreement and will continue and maintain its investment and performance oversight process under its multi-manager model under which it contracts with and oversees affiliated and unaffiliated subadvisers;
​
(3)
Virtus’ representations regarding its ability to adequately and effectively oversee and perform ongoing due diligence of Voya;
​
(4)
Virtus’ anticipated oversight of Voya’s compliance program and its initial conclusion that Voya’s compliance program is reasonably designed to prevent violations of federal securities laws under Rule 38a-1 of the 1940 Act;
​
(5)
the adequacy of Voya’s resources to service the Funds, as compared with the resources of AllianzGI US, including Voya’s resources with respect to its investment and risk oversight, legal, compliance, trading, valuation, and other functions, and its commitment to add additional resources to support those areas as necessary;
​
(6)
Voya’s plans to rely on certain functions at AllianzGI US for a limited time period, as discussed with the Board, to allow for a timely and smooth transition to Voya, Voya’s plans to oversee and test those functions, and that Voya’s Operations, Compliance and Risk teams will be ultimately responsible for all functions through the full integration of those functions;
​
(7)
Voya’s representations regarding its significant oversight over AllianzGI US’s compliance and risk programs during the transition period, by layering Voya’s compliance and risk functions and oversight over those functions performed by AllianzGI US;
​
(8)
Retention agreements put in place by Voya for the Funds’ current portfolio managers and related compensation arrangements;
​
(9)
the experience of Voya in managing closed-end funds, including its experience with addressing discounts, managing leverage (including preferred shares), and the related compliance issues and testing involved;
​
(10)
that there would be no proposed changes to each Fund’s principal investment objectives and strategies as a direct result of the change in subadviser;
​
​​
Principal
Occupation(s)
During Past Five
Years
​​
Other Directorships/​
Trusteeships Held by
Trustee During the Past
Five Years
​
​​​​​​​​​2012), International University of the Grand Bassam Foundation; and Trustee (2011 to 2015), Genspring Family Offices, LLC.​
Mallin, John R.
YOB: 1950
Portfolios
Overseen: 96		​​
Class II Trustee of VGI since 2020, nominee for term expiring 2026
Class I Trustee of EDI since 2022, nominee for term expiring 2026
Class II Director of ZTR since 2020, term expires at the 2025 Annual Meeting
​​Partner/Attorney (since 2003), McCarter & English LLP (law firm) Real Property Practice Group; and Member (2014 to 2022), Counselors of Real Estate.​​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; Trustee (since 2016), Virtus Mutual Fund Family (57 portfolios) and Virtus Alternative Solutions Trust (2 portfolios); Director (since 2019), 1892 Club, Inc. (non-profit); Director (2013 to 2020), Horizons, Inc. (non-profit); and Trustee (since 1999), Virtus Variable Insurance Trust (8 portfolios).​
15
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(11)
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)
that Voya does not manage any funds or accounts using a comparable investment strategy to those of the Funds;
​
(12)
the continued reasonableness of the proposed “fee split” in the advisory and subadvisory fees, including whether the split in the fee appropriately reflects the services provided by Virtus on the one hand, and the services that would be provided by Voya, on the other, and whether the fee split could provide an incentive for Virtus to propose replacing Voya with an affiliated manager;
​
(13)
the commitment of AllianzGI US to pay the expenses of each Fund associated with the change in subadviser resulting from the SEC order, including all legal expenses associated with the change and the Boards’ approval of the Proposed Subadvisory Agreements, as well as the expenses associated with the proxy solicitation, so that Shareholders of the Funds would not have to bear any such expenses;
​
(14)
the possible benefits that may be realized by Voya and AllianzGI US as a result of the Liftout, including AllianzGI US’s ownership interest in Voya and Voya’s receipt of AllianzGI US’s global distribution capabilities, as summarized in Voya’s recent 8-K filing describing the material terms of the agreement between the two parties;
​
(15)
any impact on Voya or its operations related to the COVID-19 pandemic and the resulting market volatility and the functioning of their business continuity during this time;
​
(16)
Voya’s program to promote diversity, equity and inclusion and how such program is evaluated;
​
(17)
the commitment from Voya and AllianzGI US that they will refrain from imposing or seeking to impose, for a period of two years after the Liftout, any “unfair burden” within the meaning of Section 15(f) of the 1940 Act on the Funds;
​
(18)
possible alternatives considered by Virtus to propose for approval by the Boards, including liquidation of the Funds or Virtus or its affiliate managing the Funds;
​
(19)
Virtus’ recommendation to the Board that the Proposed Subadvisory Agreement and continuation with the current portfolio management teams are in each Fund’s best interests, with such recommendation based on Virtus’ due diligence of Voya; and
​
(20)
Virtus’ recommendations regarding potential contingency plans in the event that Fund shareholders do not approve the Proposed Subadvisory Agreement or the Liftout does not take place within the required timeframe,
​
​​
Principal
Occupation(s)
During Past Five
Years
​​
Other Directorships/​
Trusteeships Held by
Trustee During the Past
Five Years
​
McDaniel,
Connie D.
YOB: 1958
Portfolios
Overseen: 96		​​
Class III Trustee of VGI since 2020, term expires at the 2024 Annual Meeting
Class II Trustee of EDI since 2022, term expires at the 2024 Annual Meeting
Class III Director of ZTR since 2020, nominee for term expiring 2026
​​Retired (since 2013). Vice President, Chief of Internal Audit, Corporate Audit Department (2009 to 2013); Vice President Global Finance Transformation (2007 to 2009); and Vice President and Controller (1999 to 2007), The Coca-Cola Company.​​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​
16
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including the option of having Virtus manage the Funds under the Investment Advisory Agreement, which would not require the approval of Fund shareholders, and Virtus’ capabilities to do so.
Conclusion.   Based on all of the foregoing considerations and other factors, the Board of each Fund, including a majority of the Independent Trustees, determined in their business judgment that approval of each Proposed Subadvisory Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board of each Fund, and majority of the Independent Trustees voting separately, unanimously approved the Proposed Subadvisory Agreement and determined to recommend that the Proposed Subadvisory Agreement be submitted for approval by Fund shareholders.
Information about Voya
Voya Investment Management Co. LLC (“Voya”), a Delaware limited liability company, began business as an SEC registered investment adviser on November 6, 1972, under the name Aetna Capital Management, Inc. Voya is a wholly-owned subsidiary of Voya Investment Management LLC, which is in turn a wholly-owned subsidiary of a holding company which is ultimately owned by Voya Financial, Inc. (76%) and Allianz SE (24%). Voya has acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972. Voya’s principal office is located at 230 Park Avenue, New York, New York, 10169. On July 25, 2022 Voya Financial, Inc., announced that it completed its previously announced transfer of certain assets and teams comprising the substantial majority of AllianzGI US’s business to Voya Investment Management LLC. On a pro forma basis and based on AUM as of June 30, 2022, across its registered investment advisers Voya Investment Management LLC manages approximately $322 billion in assets across various platforms.
The principal executive officers and directors of Voya are:
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)
​​Position with Voya​
Christine Lynn Hurtsellers
Principal
Occupation(s)
During Past Five
Years
​​Chief Executive Officer
Other Directorships/​
Trusteeships Held by
Trustee During the Past
Five Years
​
Amir Sahibzada​​​Chief Risk Officer​
Michael Allyn Bell​​Chief Financial Officer​
James Michael Fink​​Chief Administrative Officerof Advisors; and Trustee (2005 to 2017), RidgeWorth Funds.​
Dina SantoroMcLoughlin,
Philip R.
YOB: 1946
Portfolios
Overseen: 106		​​Chief Operating Officer​
Huey Paul Falgout
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
​​Head of IM Legal​
Micheline Suzanne FaverPrivate investor since 2010.​​Chief Compliance Officer​
Michael Bruce Pytosh​​Co-ChiefTrustee (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 Officer of EquitiesTrust (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​
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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)
​​Position with Voya​
Paul Lawrence Zemsky
Principal
Occupation(s)
During Past Five
Years
​​Chief Investment Officer of Multi-Asset Strategies and Solutions
Other Directorships/​
Trusteeships Held by
Trustee During the Past
Five Years
​
Matthew Nmn Toms​​​Chief Investment Officer
Meeting
Class III Trustee of Fixed Income and Proprietary Investments
​
Jacob John TuzzaEDI since 2022, term expires at the 2025 Annual Meeting
Class II Director of ZTR since 2016, term expires at the 2025 Annual Meeting
​​Head of Distribution​
Vincent Joseph Costa​​Co-ChiefChairman (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
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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
​
​​​
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​
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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
​
​​​
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 (2013 to 2017), Arizona State University.​​Harbor Emerging Markets Total Income Fund; Trustee (since 2022), Virtus Diversified Income & Convertible Fund; Advisory Board Member (since 2022), Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund II and Virtus Dividend, Interest & Premium Strategy 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); Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (57 portfolios); Director (since 2017), certain funds advised by Bessemer Investment Management LLC; Director (2016 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (2006 to 2019), Systematica Investments Limited Funds; Director (2006 to 2017), BlueCrest Capital Management Funds; Trustee (2014 to 2017), AZ​
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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
​
​​​​​​​​​Service; Director (since 2004), Virtus Total Return Fund Inc.; and Director (2004 to 2019), the former Virtus Total Return Fund Inc.​
Zino, Brian T.
YOB: 1952
Portfolios
Overseen: 103		​​
Class I Trustee of AIO since 2022, nominee for term expiring 2026
Class I Trustee of CBH since 2022, term expires at the 2024 Annual Meeting
Class III Trustee of NCV since 2022, term expires at the 2024 Annual Meeting
Class I Trustee of NCZ since 2022, term expires at the 2025 Annual Meeting
Class I Trustee of ACV since 2022, term expires at the 2025 Annual Meeting
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 2026
Class I Trustee of VGI since 2020, term expires at the 2025 Annual Meeting
Class II Trustee of EDI since 2022, term expires at the 2024 Annual
​​Retired. Various roles (1982 to 2009), J. & W. Seligman & Co. Incorporated, including President (1994 to 2009).​​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); Trustee (since 2022) and Advisory Board Member (2021), 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; Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (57 portfolios); Director (2016 to 2021), Duff​
21
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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
​
​​​
Meeting
Class III Director of ZTR since 2020, nominee for term expiring 2026
​​​​​& Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (since 2014), Virtus Total Return Fund Inc.; Director (2014 to 2019), the former Virtus Total Return Fund Inc.; Trustee (since 2011), Bentley University; Director (1986 to 2009) and President (1994 to 2009), J&W Seligman Co. Inc.; Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002), ICI Mutual Insurance Company; Member, Board of Governors of ICI (1998 to 2008).​
Interested Trustee​​​​​​​​​​
Aylward, George R.*
YOB: 1964
Portfolios
Overseen: 109		​​
Class III Trustee of AIO since 2021, term expires at the 2025 Annual Meeting
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 Equitiesits 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,​
22
​
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 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 2026
Class II Director of ZTR since 2006, term expires at the 2025 Annual Meeting
​​​​​President and Chief Executive Officer (since 2021), 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; Chairman and Trustee (since 2015), Virtus ETF Trust II (6 portfolios); Director, President and Chief Executive Officer (2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and President (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Director (since 2013), Virtus Global Funds, PLC (5 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (8 portfolios); Trustee, President and Chief Executive Officer (since 2011), Virtus Global Multi-Sector Income Fund; Trustee and President (since 2006) and Executive Vice President (2004 to 2006), Virtus Mutual Fund Family​
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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
​
​​​​​​​​​(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 Advisers, Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, and various positions with its affiliates.
​
(1)
The business address of the persons listed aboveeach current Trustee and Advisory Board Member is c/o Voya Investment Management Co. LLC, 230 Park Avenue, New York, NY 10169the Fund, 101 Munson Street, Suite 104, Greenfield, MA 01301.
​
Certain(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 an Adviser or an affiliate of an 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)
The Advisory Board Members are not voting members of a Fund’s Board of Trustees and Officerseach provides advice to the Board, as requested. Mr. Walton was appointed as an Advisory Board Member of CBH, NCZ and NFJ effective January 1, 2022. Ms. McNamara was appointed as an Advisory Board Member of CBH, NCV, NCZ, ACV and NFJ effective January 1, 2023.
​
(5)
The PIMCO Closed-End Funds are not part of the Funds.   There are no directors or members of Voya who are Trustees or officers of the Funds.Virtus’ Fund 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 Ill; PIMCO Municipal Income Fund; PIMCO Municipal Income Fund II; PIMCO Municipal Income Fund III; PIMCO New York Municipal Income Fund;
Other Considerations under the 1940 Act
Section 15(f) of the 1940 Act, in pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with the assignment of an investment advisory contract (including a subadvisory agreement). Although the Liftout and Proposed Subadvisory Agreements do not include an “assignment” per se, the Boards of the Funds (and Virtus, AllianzGI US and Voya) have considered the proposed arrangements in the context of Section 15(f) and the Board anticipates, based on representations from Virtus and Voya, that the conditions of the safe harbor can be satisfied.
The first condition requires that no “unfair burden” be imposed on the Funds as a result of the applicable transaction, or as a result of any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after effectiveness of the Proposed Subadvisory Agreements whereby the subadviser (or predecessor or successor subadviser), or any interested person of any such subadviser, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary compensation as principal underwriter).
The second condition requires that, during the three-year period immediately following completion of the Liftout, at least 75% of the Trustees must not be “interested persons” ​(as defined in Section 2(a)(19) of the 1940 Act) of AllianzGI US, Voya or Virtus.​
1824
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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 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 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,
25
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staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an MBA, and he also serves as an officer and director/​trustee of open-end and closed-end funds managed by the Advisers and their affiliates.
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 Independent Trustees of AIO, 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 open-end and closed-end funds managed by the Advisers and their 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, The Helena Rubinstein Foundation and Stanford Graduate School of Business. Ms. DeCotis is also a director/trustee of open-end and closed-end funds managed by the Advisers and their 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
26
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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 previously served as a member and chairman 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 open-end and closed-end funds managed by the Advisers and their affiliates.
Sidney E. Harris.   Dr. Sidney Harris has extensive knowledge of best practices in executive management, familiarity with international business practices and expertise in corporate strategy implementation, risk management, technology, asset management compliance and investments. Dr. Harris is Dean Emeritus and, until recently, was a Professor at the J. Mack Robinson College of Business at Georgia State University. He was affiliated with the J. Mack Robinson College of Business from 1997 to 2021, including serving as Professor (2015 to 2021 and 1997 to 2014) and Dean (1997 to 2004). Most recently, Dr. Harris was Professor of Computer Information Systems, Management and International Business. Prior to joining Georgia State University, Dr. Harris was Professor (1987 to 1996) and former Dean (1991 to 1996) of the Peter F. Drucker Graduate School of Management at Claremont Graduate University (currently Peter F. Drucker and Masotoshi Ito Graduate School of Management). He served as Independent Trustee of the RidgeWorth Funds Board of Trustees (2004 to 2017) and as Independent Chairman (2007 to 2017). He served as a member of the RidgeWorth Funds Governance and Nominating Committee (2004 to 2017) and Audit Committee (2006 to 2017). Dr. Harris previously served on the Board of Transamerica Investors (1995 to 2005). Dr. Harris previously served as a Director of Total System Services, Inc. (1999 to 2019). He served on the Board of Directors of KIPP Metro Atlanta, served as Chairman of the International University of the Grand-Bassam (“IUGB”) Foundation (2012 to 2017), and serves on the Board of Directors of the IUGB Foundation (since 2012). Dr. Harris also serves as a Trustee of the Mutual Funds Directors Forum (since 2019). He is also a director/trustee of open-end and closed-end funds managed by the Advisers and their 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
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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 open-end and closed-end funds managed by the Advisers and their affiliates, including serving as the chair of the board of many such funds.
Geraldine M. McNamara.   Ms. McNamara was an executive at U.S. Trust Company of New York for 24 years, where she rose to the position of Managing Director. Her responsibilities at U.S. Trust included the oversight of U.S. Trust’s personal banking business. In addition to her managerial and banking experience, Ms. McNamara has experience in advising individuals on
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their personal financial management, which has given her an enhanced understanding of the goals and expectations that individual investors may have. Ms. McNamara is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.
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). Mr. Walton is also a director/trustee of open-end and closed-end funds managed by the Advisers and their 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, 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 open-end and closed-end funds managed by the Advisers and their affiliates.
Required Vote
ApprovalThe election of three Trustee Nominees to the Board of AIO requires a plurality of the Proposed Subadvisory Agreement for eachvotes 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 “affirmative votevotes 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.
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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 four Trustee Nominees to the Board of ACV 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 three Trustee Nominees to the Board of NFJ 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 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 VGI requires a majority of the outstanding shares”votes cast on the matter by the Common Shareholders of suchthat Fund withinat the meaningAnnual Meeting, provided a quorum is present.
The election of four Trustee Nominees to the Board of EDI requires a plurality of the 1940 Act, which meansvotes cast on the affirmative vote,matter by the Common Shareholders of that Fund at the Annual Meeting, provided a duly called and held meetingquorum is present.
The election of Shareholders, (a)four Director Nominees to the Board of ZTR requires a plurality of the holdersvotes cast on the matter by the Common Shareholders of 67% or morethat 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 outstanding voting securitiesvotes cast. Because the Trustee Nominees are running unopposed, all Trustee Nominees of sucheach 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, (in personwhile votes not cast or by proxy) and entitledvotes to vote at such meeting, if the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such meeting, whichever is less. With respect to each of NCV and NCZ, and in light of their strategic alignment and identical portfolio management team, approval by such Fund of the proposed subadvisory agreement is contingentwithhold will have no effect on the approval of the new subadvisory agreement by the other Fund, in the sense that if the new subadvisory agreement of NCV is approved but the new subadvisory agreement of NCZ is not, or vice versa, the Board reserves the right to decline to proceed with either such agreement. Abstentions will have the effect of a vote against the Proposal. Shareholders will have the opportunity to vote both in advance of and during the Meeting.election outcome.
THE FUNDS’ BOARDS, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE “FOR”
THE APPROVALELECTION OF THE PROPOSAL.
VOTING REQUIREMENTS AND OTHER INFORMATION
Quorum and Voting Requirements
The required vote of Shareholders to approve the Proposal for a Fund is described above under “Required Vote.” For purposes of the Meeting, a quorum for each of NCV, NCZ, NIE and NFJ at the Special Meeting will consist of the presence telephonically or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at such Special Meeting. A quorum for ACV, CBH or AIO at its Meeting will consist of the presence telephonically 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.EACH TRUSTEE NOMINEE IN PROPOSALS 1a THROUGH 10d.
Signed but unmarked proxies will be voted in accordance with the Board’s recommendation forrecommendation.
ADDITIONAL INFORMATION ABOUT TRUSTEES AND OFFICERS
Leadership Structure of the Board of Trustees
The primary responsibility of each Proposal.
Shares present in person (telephonically) or represented by proxy atBoard is to represent the Meetinginterests of the relevant Fund and abstentions will be included in determiningto provide general oversight of the existencemanagement of a quorum at the 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 notFund.
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Each Fund’s day-to-day operations are managed by its Adviser, its Subadviser(s), and other service providers who have discretionary voting power on a particular matter is a broker “non-vote.” Proxies that reflect broker non-votes will be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. Votes cast by proxy or telephonically at the Meeting will be counted by persons appointedbeen approved by the Board. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.
In addition to five regularly scheduled meetings per year, each Board expects to hold special meetings in person, via videoconference or via telephone to discuss specific matters that may require consideration prior to the next regular meeting. As discussed below, each Board has established standing committees to assist it in performing its oversight responsibilities, and each such committee has a chair. Each Board may also designate working groups or ad hoc committees as it deems appropriate.
The Trustees of the Funds as tellers bothbelieve 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 purposeBoard 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 determining the presencerace, ethnicity, color, religion, national origin, age, gender, disability, sexuality, culture, thought and geography, as well as numerous other dimensions of a quorum and for calculating the votes cast on the issues before the Meeting.human diversity.
Adjournment
If the quorum required for a Proposal has not been met, the persons namedMr. McLoughlin serves as Chair of each Board. The Chair’s primary role is to participate in the proxies may propose adjournmentpreparation of the Meetingagenda for meetings of the Board and the identification of information to be presented to the Board with respect to such Proposal and, if adjournment is proposed, will vote all Shares that they are entitledmatters to vote in favor of such adjournment. Any adjournments with respect to the Proposal for a Fund will require the affirmative vote of a plurality of the Shares of the relevant Fund to be adjourned.
The costs of any additional solicitation and of any adjourned session will be borne by AllianzGI US. Any proposals properly before the Meeting for which sufficient favorable votes have been received by the time of the Meeting will be acted upon and such action will be final regardless of whether the 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 favorBoard. The Chair also presides at all meetings of the proposal.Board and between meetings generally acts as a liaison with the Funds’ service providers, officers, legal counsel and the other Trustees. The Chair may perform such other functions as may be requested by the Board from time to time. Except for any duties specified herein or pursuant to the Fund’s Charter and/or Bylaws, or as assigned by the Board, the designation of Chair does not impose on such Independent Trustee any duties, obligations or liability that is greater than the duties, obligations or liability imposed on such person as a member of the Board, generally.
Each Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chair and Chief Executive Officer of the company that is now Virtus Investment Partners; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with The Phoenix Companies, Inc., and (b) the passage of time.
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ADDITIONAL INFORMATION ABOUT THE MEETING AND THE FUNDS
Further Information About VotingEach Board also believes that having a super-majority of Independent Trustees is appropriate and in the best interest of the Funds’ shareholders. Nevertheless, each Board also believes that having an interested person serve on the Board brings corporate and financial viewpoints that are, in each Board’s view, crucial elements in its decision-making process. In addition, each Board believes that Mr. Aylward, who is currently the President of the Advisers, and the Meeting
Instructions regarding howPresident and Chief Executive Officer of Virtus, and serves in various executive roles with other affiliates of the Advisers who provide services to vote via telephonethe 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 Internet are includedcharacteristics of the Funds.
Board’s Role in Risk Oversight
As a registered investment company, each Fund is subject to a variety of risks, including investment risks, financial risks, valuation risks, operational risks, compliance risks, and legal and regulatory risks. As part of its overall activities, each Fund’s Board oversees the management of the Fund’s risk management structure by the Fund’s Adviser, Subadvisers, administrator, officers and others. The responsibility to manage the Funds’ risk management structure on a day-to-day basis is subsumed within the proxy card. The required control number for Internetother responsibilities of these parties. Each Board then considers risk management issues as part of its general oversight responsibilities throughout the year at regular meetings of the Board and telephone voting is printed onits committees, and within 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 accordancecontext of any ad hoc communications with the proxy card bearingFunds’ service providers and officers. Each Fund’s Adviser, Subadviser(s), administrator, officers and/or legal counsel prepare regular reports to the latest date.Fund’s Board that address certain investment, valuation, compliance and other matters, and the Board as a whole or its committees may also receive special written reports or presentations on a variety of risk issues at the request of the Board, a committee, the Chair or a senior officer.
Each Board receives regular written reports describing and analyzing the investment performance of the Funds. In addition, the event that the Funds solicit votes by having calls placed by officers or employeesportfolio managers of the Funds and/or Virtus, or their affiliates, or representatives of a proxy solicitation firm, authorization to permit execution of proxies may be obtained by theand representatives of the proxy solicitation firm receiving telephonic instructionsSubadvisers meet with the Board periodically to discuss portfolio performance and answer the Board’s questions with respect to portfolio strategies and risks.
Each Board receives regular written reports from shareholdersthe Funds’ Chief Financial Officer (“CFO”) that enable the Board to monitor the number of fair valued securities in each Fund’s portfolio; and Board members have the Funds. Proxies that are obtained telephonically will be recorded in accordanceability to discuss with procedures that the Funds believe are reasonably designed to ensure thatCFO 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 (telephonically) the Meeting and any adjournment or postponement thereof. You will be able to attend and participate in the Meeting telephonically, vote your shares and submit your questions by emailing meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on September 20, 2022, and providing your full name and address. You will then receive an email from Di Costa Partners LLC containing the conference call dial-in information and instructions for participating in the Meeting.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting telephonically. To register to attend the Meeting telephonically you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to meetinginfo@dicostapartners.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00 p.m. Eastern Time on September 20, 2022.
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 meetinginfo@dicostapartners.com.
The telephonic meeting will begin promptly at 3:30 p.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample timereasons for the check in. Please followfair valuation and the registration instructions as outlined in thismethodology used to arrive at the fair value. The Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds’ independent
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proxy statement.auditors in connection with the review of the results of the audit of the Funds’ year-end financial statements.
Each Board also receives regular compliance reports prepared by the compliance staff of the Adviser and the Subadviser(s), and meets regularly with the Funds’ Chief Compliance Officer (“CCO”) to discuss compliance issues, including compliance risks. As partrequired 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 our effortthe Advisers, provide the Board with reports on their examinations of functions and processes within the Advisers and the Subadvisers that affect the Funds. The Board also adopts compliance policies and procedures for the Funds and approves such procedures as appropriate for certain of the Funds’ service providers. The compliance policies and procedures are specifically designed to maintaindetect and prevent violations of the federal securities laws.
In connection with its annual review of each Fund’s advisory, subadvisory and administration agreements, the Board reviews information provided by the Adviser, the Subadviser(s) and administrator relating to their operational capabilities, financial conditions and resources, among other matters. The Board may also discuss particular risks that are not addressed in its regular reports and processes.
Each Board recognizes that it is not possible to eliminate all of the risks applicable to a safe and healthy environment atFund. The Board periodically reviews the Meeting, eacheffectiveness of its oversight of the Fund and any other funds overseen by the Board, are closely monitoring statements issued byand the Centers for Disease Controlprocesses and Prevention (cdc.gov) regarding the coronavirus pandemic. For that reason, thecontrols in place to limit identified risks. The Board reserves the right to reconsider the date, time and/or means of convening your Fund’s meeting. If the Board chooses to change the date, time and/or means of convening your Fund’s meeting, the Fund will announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the SEC as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on this issue.
All shares represented by properly executed proxies received prior to the Meeting will be voted at the 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 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 priorand 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 time they are voted by giving written notice to the SecretaryFunds’ portfolios.
Committees of the Funds, by deliveringBoard
Each Board has established a subsequently dated proxy (including via telephone or the Internet) priornumber 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, AIO, CBH, NCV, NCZ, ACV, NFJ and NIE have five committees: the Meeting or by attending (telephonically)Audit Committee, the Compliance and voting atRisk Oversight Committee, the Meeting. Merely attendingContracts Committee, the Meeting (telephonically), however, will not revoke any previously submitted proxy.
TheGovernance and Nominating Committee, and the Performance Committee. Prior to January 1, 2023, the Board has fixedof each of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE had six Committees: the close of business on August 1, 2022,Audit Oversight Committee (currently known as the record date forAudit Committee), the determination of shareholders ofCompliance and Risk Oversight Committee, the Funds entitled to notice of, and to vote at, the Meeting. Shareholders of the Funds on that date will be entitled to one vote on each matter to be voted on for each share held and a fractional vote with respect to each fractional share with no cumulative voting rights.
Expenses and Proxy Solicitation
AllianzGI US will bear the expense of the Meeting, including preparation, printing and mailing of the enclosed form of proxy, accompanying Notice of Meeting and this Proxy Statement. AllianzGI US, 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 Virtus, 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. AllianzGI US will bear 100% of solicitation costs, if any.Contracts
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UnlessCommittee, 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 Committee.   Each Board has adopted 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. If you need additional copies of this proxy statement and you are a holder of record of your shares, please email Di Costa Partners at meetinginfo@dicostapartners.com, call (833) 288-9331 or writewritten charter for each Fund’s audit committee (the “Audit Committee”). The Audit Committee provides oversight with respect to the Funds’ Secretary, in careinternal and external accounting and auditing procedures of each Fund and, among other things, determines the Fund(s) at, at 101 Munson Street, Greenfield, MA 01301-9668. If your shares are held in broker street name, please contact your financial service firm to obtain additional copiesselection of this proxy statement. If in the future you do not want the mailing of notices of proxy statements and information statements to be combined with those of other members of your household, or if you have received multiple copies of this proxy statement and want future mailings to be combined with those of other members of your household, please contact your financial service firm. The Proxy Statement is also available at www.eproxyaccess.com/VirtusCEFs2022.
Current Adviser and Subadvisers
Virtus Investment Advisers, Inc. (the “Adviser”) acts as investment adviser to the Funds. The Adviser is responsible for overseeing the investment management and administration services provided to the Fund. The Adviser is located at One Financial Plaza, Hartford, CT 06103. The Adviser has delegated, pursuant to the Interim Subadvisory Agreement, the day-to-day portfolio management of all the Funds except NFJ to Voya; and the day-to-day portfolio management of NFJ to two subadvisers: Voya (pursuant to the Interim Subadvisory Agreement) and NFJ Group. NFJ Group is an affiliate of the Adviser and, like the Adviser, an indirect wholly owned subsidiary of Virtus. NFJ Group is located at 2100 Ross Avenue, Suite 700, Dallas, TX 75201. Voya, a wholly-owned subsidiary of a holding company which is ultimately owned by Allianz SE and Voya Financial, Inc., is located at 230 Park Avenue, New York, New York, 10169.
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 Registered Public Accounting Firm
PricewaterhouseCoopers LLP (the “Independent Registered Public Accounting Firm”), serves as 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 Committee considers the possible effect of those services on the independence of the Funds’ independent registered public accounting firm. The Audit Committee is also responsible for overseeing determinations of the fair value of each Fund.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 Registered Public Accounting FirmTrustees, who are also considered “independent” for purposes of the listing standards of the New York Stock Exchange (the “NYSE”). The Audit Committee’s current members are Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond; Philip R. McLoughlin; Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (AIO, NCV, ACV and NIE only); and Brian T. Zino, Chair. Ms. McNamara also is located at 2001 Market Street, Philadelphia, PA 19103-7042an Advisory Member of the Audit Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the Audit Committee for CBH, NCZ 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 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 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-
aio_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. 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/​gov-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; Philip R. McLoughlin, Chair; Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (AIO, NCV, ACV and NIE only); and Brian T. Zino. Ms. McNamara also is an Advisory Member of the Governance and Nominating Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the Governance and Nominating Committee for CBH, NCZ and NFJ. Five meetings of the Governance and Nominating Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2023.
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, Chair; Philip R. McLoughlin; Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (AIO, NCV, ACV and NIE only); and Brian T. Zino. Ms. McNamara also is an Advisory Member of the Compliance and Risk Oversight Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the
36
​
Compliance and Risk Oversight Committee for CBH, NCV 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, Chair; Deborah A. DeCotis; F. Ford Drummond; Philip R. McLoughlin; Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (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, ACV, NFJ and NIE 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, Chair; F. Ford Drummond; Philip R. McLoughlin; Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (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, ACV, NFJ and NIE 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).
Audit Committee. Each Board has adopted a written charter for each Fund’s audit committee (the “Audit Committee”). The Audit Committee is responsible for overseeing each Fund’s accounting and auditing policies and
37
​
practices. The Audit Committee reviews each Fund’s financial reporting procedures, system of internal control, the independent audit process, and each Fund’s procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is currently composed entirely of Independent Trustees, who are also considered “independent” for purposes of the listing standards of the New York Stock Exchange (the “NYSE”). The Audit Committee’s current members are Connie D. McDaniel, Chair; Donald C. Burke; Deborah A. DeCotis; John R. Mallin; and Brian T. Zino. Each Board has determined that each of Brian T. Zino, Donald C. Burke and Connie D. McDaniel possesses the technical attributes to qualify as an “audit committee financial expert,” and has designated each of them as an Audit Committee financial expert for each Fund. Seven meetings of the Audit 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 each Fund’s compliance committee (the “Compliance Committee”). The Compliance Committee is responsible for overseeing each Fund’s compliance matters. The Compliance Committee oversees and reviews (1) information provided by each Fund’s officers, including each Fund’s CCO, the Fund’s investment adviser and other principal service providers, and others as appropriate; (2) the codes of ethics; (3) whistleblower reports; (4) cybersecurity programs; and (5) distribution programs. The Compliance Committee is composed entirely of Independent Trustees, and its current members are: 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
38
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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.
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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.
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) held with
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, ACV, NFJ and NIE
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 2016), Senior Vice President, Fund Services (2010 to 2016) and various officer positions (since 2004), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Member (since 2022), BNY Mellon Asset Servicing Client Advisory Board.​
40
​
Name and Year of Birth​​
Position(s) held with
the Fund and Length
of Time Served
​​
Principal Occupation(s)
During Past 5 Years
​
​​​
2013), Chief Financial Officer and Treasurer (since 2011), VGI
Executive Vice President, Chief Financial Officer and Treasurer (since 2022), EDI
Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013), Chief Financial Officer and Treasurer (since 2010), ZTR
​​​​
Branigan, Timothy
YOB: 1976		​​Vice President and Fund Chief Compliance Officer (since 2022), Assistant Vice President and Deputy Fund Chief Compliance Officer (March to May 2022), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR​​Various officer positions (since 2019) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.​
​​​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) and Senior Counsel, Legal (since 2007) and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2008) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.​
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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, 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), VGI
Vice President and Assistant Treasurer (since 2022), EDI
Vice President (since 2013) and Assistant Treasurer (since 2012), ZTR
​​Vice President, Fund Services (since 2010) and Assistant Vice President, Fund Services (2007 to 2010), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2007) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.​
Krishnan, Suneeta
YOB: 1965		​​
Vice President and Assistant Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE
Vice President (since 2018) and Assistant Treasurer (since 2011), VGI
Vice President and Assistant Treasurer (since 2022), 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 Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2009) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.​
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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
​
Rahman, Mahmood
YOB: 1967		​​
Assistant Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR
Assistant Vice President (since 2022), EDI
​​Assistant Vice President and Tax Director, Fund Administration (since 2020), Virtus Investment Partners, Inc.; Assistant Vice President (since 2021) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Assistant Treasurer and Tax Director, Grantham, Mayo, Van Otterloo & Co. LLC (2007 to 2019).​
Short, Julia R.
YOB: 1972		​​
Senior Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE
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 2017) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Managing Director, Product Manager, RidgeWorth Investments (2004 to 2017).​
Smirl, Richard W.
YOB: 1967		​​
Executive Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR
Executive Vice President (since 2022), EDI
​​Chief Operating Officer (since 2021), Virtus Investment Partners, Inc.; Executive Vice President (since 2021), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Executive Vice President (since 2021) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; Chief Operating Officer (2018 to 2021), Russell Investments; Executive Director (Jan. to July 2018), State of Wisconsin Investment Board; and Partner and Chief Operating Officer (2004 to 2018), William Blair Investment Management.​
Thaker, Nikita K.
YOB: 1978		​​
Vice President, Controller and Assistant Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE
Vice President and Controller (since 2021) and Assistant Treasurer (since 2017), VGI
​​Vice President, 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, as amended (the “1934 Act”) and Section 30(h) of the 1940 Act require, among other persons, the officers and Trustees of the Funds, Advisers and certain affiliates of the Advisers (“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, 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 each 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 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. 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 been selected to perform the audit of the financial statements of VGI, ZTR and EDI for the fiscal year ending November 30, 2023. Representatives of Deloitte and PwC are not expected to be present at the Annual Meeting.
Audit 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)
​
*
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 Committee meets with the Funds’ management (“Management”) and independent registered public accounting firm and reports the results of its activities to the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.
In connection with the audit of each Fund’s financial statements for the fiscal year ended November 30, 2022, the Audit 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 Committee concerning independence, and (4) discussed with the independent accountant its independence. Based on the foregoing reviews and discussions, the Audit Committee recommended to the Boards that each Fund’s audited financial statements be included in each Fund’s Annual Report to Shareholders for the fiscal year ended in 2022.
The Audit Committee
Donald C. Burke
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 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 Committee. Each Audit Committee must also approve other non-audit services provided to each of the Funds and those non-audit services provided to the Funds’ affiliated service providers that relate directly to the operations and financial reporting of the Funds. Certain of these non-audit services that the Board believes are (i) consistent with the SEC’s auditor independence rules and (ii) routine and recurring services that will not impair the independence of the independent auditors may be approved by a Board without consideration on a specific case-by-case basis.
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​
During each 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 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 Newfleet, Stone Harbor, Duff & Phelps or NFJ Group, as applicable, were pre-approved by the Fund’s Audit Committee. For more information about each Fund’s independent registered public accounting firm, 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 each Fund’sthe Funds’ outstanding Shares. As of August 1, 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
​​
Dollar Range
of Equity
Securities in CBH
​
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​​$10,001 – $50,000​
Deborah A. DeCotis​​$10,001 – $50,000​​None​​$1 – $10,000​​$1 – $10,000​​None​
F. Ford Drummond​​$1 – $10,000​​$1 – $10,000​​$1 – $10,000​​$1 – $10,000​​
James S. MacleodSidney E. Harris​​$50,001 – $100,000N/A​​$50,001 – $100,000N/A​​$50,001 – $100,000N/A​​NoneN/A​​
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​
William B. Ogden, IVGeraldine M. McNamara​​None​​None​​None​​None​
Alan Rappaport​​$10,001 – $50,000​​$1 – $10,000​​$1 – $10,000​​$10,001 – $50,000​
R. Keith Walton​​None​​None​​None​​None​​
47
​
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​​None​
Interested Trustee​​​​​​​​​​​​​
George R. Aylward​​$50,001 – $100,000​​None​​$10,001 – $50,000​​$10,001 – $50,000​​None​
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 NFJVGI
​​
Aggregate Dollar Range
of Equity Securities in All
Funds Overseen by
Trustees in Family of
Registered Investment
Companies*
​
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​​Over $100,000$10,001 – $50,000​​
Deborah A. DeCotis​​$1 – $10,000​​$1 – $10,000​​$1 – $10,000​​Over $100,000None​​
F. Ford Drummond​​$50,001 – $100,000​​$1 – $10,000​​$1 – $10,000​​Over $100,000$1 – $10,000​​
James S. MacleodSidney E. Harris​​NoneN/A​​N/A​​N/A​​$10,001 – $50,000​​
$50,001 – $100,000John R. Mallin​​Over $100,000N/A​​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$10,001 – $50,000​​Over $100,000​
William B. Ogden, IVGeraldine M. McNamara​​None​​None​​None​​None$1 – $10,000​
Alan Rappaport​​$10,001 – $50,000​​$10,001 – $50,000​​$10,001 – $50,000​​Over $100,000​
R. Keith Walton​​$1 – $10,000​​None​​None​​Over $100,000$1 – $10,000​​
Brian T. Zino​​$10,001 – $50,000​​$1 – $10,000​​$10,001 – $50,000​​$10,001 – $50,000​​Over $100,000​
Interested Trustee​​​​​​​​​​​​​
George R. Aylward​​$10,00150,001 – $50,000$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​​None​​$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 Meetings
The Funds have not established a policy with respect to Trustee attendance at annual shareholder meetings. Eight meetings of their respective Board were held during AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2023, seven meetings of their respective Board were held during VGI’s and ZTR’s fiscal year ended November 30, 2022, and nine meetings of its respective Board were held during EDI’s fiscal year ended November 30, 2022.
During AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2023 and VGI’s, EDI’s and ZTR’s fiscal year ended November 30, 2022, each Trustee attended at least 75% of the total number of Board meetings and committee meetings of which such Trustee was a member.
Compensation of Independent Trustees and Advisory Board Members
AIO, CBH, NCV, NCZ, ACV, NFJ and NIE
The following table provides information regarding the aggregate compensation paid to each Independent Trustee and Advisory Board Member of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE for the fiscal year ended January 31, 2023, 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.
​​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​​​
49
​
​​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. MacLeod and Mr. Ogden each retired as a Trustee effective December 31, 2022.
​
(2)
Effective January 1, 2023, Ms. McNamara was appointed as a Trustee of AIO and NIE and an Advisory Board Member of CBH, NCV, NCZ and NFJ.
​
(3)
Mr. Rappaport retired as a Trustee effective April 8, 2023.
​
(4)
Effective July 12, 2022, Mr. Walton was appointed as a Trustee of AIO, NCV and NIE.
​
(5)
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
2450
​
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 NFJ and NIE will consist of the presence in person (virtually) or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at 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-10d to elect Trustees, where the vote required to approve is the affirmative vote of a percentage of votes cast, broker non-votes or abstentions have no effect because they are not a vote cast. Thus, they are disregarded in determining the “votes cast” on the particular issue.
Signed but unmarked proxies will be voted in accordance with the Board’s recommendation for each Proposal.
53
​
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 AIO, CBH, NCV, NCZ, ACV, NFJ or NIE will require the affirmative vote of a plurality of the Shares of the relevant Fund to be adjourned.
Where the Common Shares will vote as a separate class, the affirmative vote of a plurality of Common Shares present in person (virtually) or by proxy at the session of the Annual Meeting to be adjourned will be necessary to adjourn the Annual Meeting with respect to such Common Shares. Where the Preferred Shares will vote as a separate class, the affirmative vote of a plurality of votes represented by the Preferred Shares present in person (virtually) or by proxy at the session of the Annual Meeting to be adjourned will be necessary to adjourn the Annual Meeting with respect to such Preferred Shares, with each Preferred Share of NCV and NCZ entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share. (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
54
​
solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation.
ADDITIONAL INFORMATION ABOUT THE ANNUAL MEETING
AND THE FUNDS
Further Information About Voting and the Annual Meeting
Instructions regarding how to vote via telephone or the Internet are included on the proxy card. The required control number for Internet and telephone voting is printed on the proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, shares are voted in accordance with the proxy card bearing the latest date.
In the event that the Funds solicit votes by having calls placed by officers or employees of the Funds and/or Adviser, or their affiliates, or representatives of a proxy solicitation firm, authorization to permit execution of proxies may be obtained by the representatives of the proxy solicitation firm receiving telephonic instructions from shareholders of the Funds. Proxies that are obtained telephonically will be recorded in accordance with procedures that the Funds believe are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined.
Only shareholders or their duly appointed proxy holders can attend (virtually) the Annual Meeting and any adjournment or postponement thereof. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions by visiting: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 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 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.
The online meeting will begin promptly at 4:00 p.m. Eastern Time. We encourage you to access the virtual meeting room prior to the start time leaving
55
​
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 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 Share held and a fractional vote with respect to each fractional Share with no cumulative voting rights. The Preferred Shareholders of each of NCV, NCZ and ACV will have equal voting rights (i.e., one vote per Share) with the applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class. As of the Record Date, NCV and NCZ each had outstanding series of Cumulative Preferred Shares with liquidation preference of $25.00 per share and ACV had outstanding series of MRP Shares with liquidation preference of $25.00 per share.
Expenses and Proxy Solicitation
The Funds will bear the expense of the Annual Meeting, including preparation, printing and mailing of the enclosed form of proxy, accompanying Notice of Annual Meeting and this Proxy Statement. Each Fund will bear its pro rata portion of such expenses based on its assets, except for mailing expenses, which are paid by each Fund based on its actual mailing expenses to its shareholders. Each Fund, upon request, will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of that Fund’s Shares. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interviews by officers or employees of the Funds and/or Adviser, or their affiliates, or representatives of a proxy solicitation firm. The Funds’ officers will not receive any additional compensation for such solicitation, though a proxy solicitation firm (if one is used) will. The Funds will bear 100% of solicitation costs, if any.
56
​
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-33238.
Advisers and Subadvisers
Virtus Investment Advisers, Inc. (“VIA”) acts as investment adviser to all of the Funds 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. Both investment advisers are located at One Financial Plaza, Hartford, CT 06103.
VIA has delegated the day-to-day portfolio management of AIO, CBH, NCV, NCZ, ACV and NIE to one Subadviser: Voya; the day-to-day portfolio management of NFJ to two Subadvisers: Voya and NFJ Group; the day-to-day portfolio management of VGI to one Subadviser: Newfleet, an operating division of VFIA; and the day-to-day portfolio management of ZTR to two Subadvisers: Newfleet and Duff & Phelps. VAIA has delegated the day-to-day portfolio management of 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 VIA and VAIA and, like VIA and VAIA, an indirect wholly owned subsidiary of Virtus Investment Partners, Inc.
NFJ Group is located at 2100 Ross Avenue, Suite 700, Dallas, TX 75201. Newfleet is located at One Financial Plaza, Hartford, CT 06103. Duff & Phelps is located at 200 South Wacker Drive, Suite 500, Chicago, IL 60606. Stone Harbor is located at 31 West 52nd Street, 16th Floor, New York, New York 10019, and One Financial Plaza, Hartford, Connecticut 06103. Voya is located at 230 Park Avenue, New York, New York, 10169, and is a wholly-owned subsidiary of a holding company which is ultimately owned by Allianz SE and Voya Financial, Inc.
Administrator
Virtus Fund Services, LLC (the “Administrator” or “Virtus Fund Services”) serves as 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.
57
​
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 were as follows:
Fund​​Auditor​​
Fiscal
Year Ended
​​Audit Fees​​
Audit-
Related
Fees*
​​Tax Fees**​​
All Other
Fees
​
AIO​​​​PwC​​​January 31, 2023​​​$42,525​​​​$1,424​​​​$14,864​​​​$0​​
AIO​​​​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​​​​PwC​​​January 31, 2023​​​$46,200​​​​$18,424​​​​$9,873​​​​$0​​
NCV​​​​PwC​​​January 31, 2022​​​$44,000​​​​$19,158​​​​$14,950​​​​$0​​
NCZ​​​​PwC​​​January 31, 2023​​​$46,200​​​​$18,424​​​​$7,779​​​​$0​​
NCZ​​​​PwC​​​January 31, 2022​​​$44,000​​​​$19,158​​​​$14,950​​​​$0​​
ACV​​​​PwC​​​January 31, 2023​​​$42,525​​​​$1,424​​​​$24,705​​​​$0​​
ACV​​​​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​​​​PwC​​​January 31, 2023​​​$42,525​​​​$1,424​​​​$16,326​​​​$0​​
NIE​​​​PwC​​​January 31, 2022​​​$40,500​​​​$2,833​​​​$14,950​​​​$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 Committee pursuant to its policies and procedures.
58
​
With respect to Rule 2-01(c)(7)(i)(C) of Regulation S-X, there were no fees that were approved by the Audit 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 August 1, 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
ACV		​
First Trust Portfolios L.P. First Trust Advisors L.P.
The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187
​​​642,423​​​​6.20%​​
Preferred Shares of
ACV		​Metropolitan Life Insurance Co/NY
One MetLife Way Whippany, NJ 07981		​​​1,200,000​​​​100%​​
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%​​
Common Shares of
NCV		​Bank of America Corp
100 N Tryon St
Charlott NC 28255		​​​4,719,727​​​​5.22%​​
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)​​
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)​​
Common Shares of
NFJ		​Parametric Portfolio Associates LLC
800 Fifth Avenue, Suite 2800
Seattle, WA 98104		​​​7,748,300​​​​8.17%​​
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%​​
2559
​
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%​​
Common Shares of
NIE		​Wells Fargo & Company
420 Montgomery Street
San Francisco CA 94163		​​​1,523,299​​​​5.50%​​​Wells Fargo & Co 420 Montgomery Street
San Francisco CA 94163		​​​1,747,544​​​​6.31%​​
Preferred Shares of
NCV		​UBS Group AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland		​​​8,058​​​​17.18%(1)​​
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%​​
Common Shares of
NFJ		​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%​​
​
​
(1)
As ofBecause there are no proposals expected at the Record Date, UBS Group AG’s Preferred Shares represented 90.23% of NCV’s Auction Rate Preferred Shares outstanding and 17.02% of NCV’s Cumulative Preferred Shares outstanding. For NCZ, as ofAnnual Meeting to be voted upon exclusively by the Record Date, UBS Group AG’s Preferred Shares represented 86.73% of NCZ’s Auction Rate Preferred Shares outstanding and 1.08% of Cumulative Preferred Shares. For matters where Preferred Shareholders vote separately from Common Shareholders, holders of Preferred Shares, receive one vote for each $25 in liquidation preference. For the Proposal set forth herein, however, the Common Shareholders and Preferred Shareholders vote togetherShares’ ownership percentages have been calculated as a single class and receive one vote per share.
​
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​
Important Notice Regarding Internet Availability of Proxy Materials for Annual Meeting
This Proxy Statement, each Fund’s most recent Annual Report, the form of proxy and the Notice of Annual Meeting (the “Proxy Materials”) are available to you on the Internet at www.eproxyaccess.com/VirtusCEFs2022.https://www.proxy-direct.com/vir-33238. These Proxy Materials will be available on the internet through the day of the Annual Meeting and any adjournments thereof.
No Dissenters’ Rights
Shareholders have no rights under applicable law or any Fund’s Charter and/or Bylaws to exercise dissenters’ rights of appraisal with respect to any of the matters to be voted upon at the Meeting.
Deadline for Shareholder Proposals for Each Fund’s Next Annual Meetings
It is currently anticipated that each Fund’s next annual meeting of Shareholders after the Meeting addressed in this Proxy Statement will be held in July 2023. AIO, CBH, NCV, NCZ, ACV, NFJ, NIE and EDI
Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with the applicable Fund’s Bylaws. Shareholders submitting any other proposals
26
​
(including proposals to elect Trustee nominees) for a Fund intended to be presented at the annual meeting for the 2023-2024 fiscal year (i.e., other than thoseof shareholders of AIO, CBH, NCV, NCZ, ACV, NFJ, NIE and EDI to be includedheld in the Fund’s proxy materials)2024 must ensure that such proposals arebe received by the applicable Fund, in good order and complying with all applicable legal requirements and requirements set forth in the Fund’s Bylaws. Each Fund’s Bylaws provide that any such proposal must be received in writing by therespective Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which the Fund first mailed its proxy materials for the prior year’s Shareholder meeting; provided that, if, in accordance with applicable law, the upcoming Shareholder meeting is set for a date that is not within 30 days from the anniversarycommencement of the Fund’s prior Shareholder meeting, such proposal must be received by the later of the close of business on (i) the date 45 days prior to such upcoming Shareholder meeting date or (ii) the 10th business day following the date such upcoming Shareholder meeting date is first publicly announced or disclosed.
Assuming the next annual meeting is ultimately scheduled to be within 30 days of the July 12 anniversarymailing of this year’s annual meeting,proxy statement, which means that such proposals must be received no earlier than April 9, 2023 and no later than April 24, 2023. The submission by a Shareholder of a proposal5:00 p.m. Eastern Time, on March 3, 2024, in order to be considered for inclusion in the proxy materials does not guaranteeFund’s Proxy Statement and form of Proxy relating to that it willmeeting; provided, however, that in the event that the Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be included. If a Shareholder who wishes to present a proposal fails to notifytimely must have been so delivered by the Fund within the dates described above, the proxies solicited for the meeting will be votedlater of 5:00 p.m. Eastern Time on the Shareholder’s proposal,45th day prior to the date of such annual meeting or the tenth business day following the day on which public announcement of the date of such meeting is first made. Subject to the above, each of AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s, NIE’s and EDI’s Bylaws provide that if it is properly broughta shareholder of record entitled to vote desires to bring proposals (including Trustee nominations) before the annual meeting of shareholders to be held in accordance with2024, written notice of such proposals as prescribed in the judgmentBylaws must be received by the Fund’s Secretary, in care of the persons namedFund(s), at 101 Munson Street, Greenfield, MA 01301-9668, between February 17, 2024, and 5:00 p.m. Eastern Time on March 3, 2024.
VGI and ZTR
Shareholder proposals intended to be presented at the annual meeting of shareholders of VGI and ZTR to be held in 2024 must be received by the respective Fund not less than 120 days nor more than 150 days prior to the
61
​
first anniversary of the date of this proxy statement, which means that such proposals must be received no later than 5:00 p.m. Eastern Time, on December 13, 2023, in order to be considered for inclusion in the enclosed proxy card(s). If a Shareholder makes aFund’s Proxy Statement and form of Proxy relating to that meeting; provided, however, that in the event that the Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely notification,must have been so delivered not earlier than the proxies may still exercise discretionary voting authority under circumstances consistent with the SEC’s proxy rules. Shareholder proposals should be addressed150th day prior to the attentiondate of such annual meeting and not later than 5:00 p.m. Eastern Time on the later of the Secretary120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the applicable Fund, atdate of such meeting is first made. Subject to the addressabove, each of VGI’s and ZTR’s Bylaws provide that if a shareholder of record entitled to vote desires to bring proposals (including Trustee nominations) before the annual meeting of shareholders to be held in 2024, written notice of such proposals as prescribed in the Bylaws must be received by the Fund’s Secretary, in care of the principal executive offices of the Fund, with a copy to David C. Sullivan, Ropes & Gray LLP, Prudential Tower, 800 BoylstonFund(s), at 101 Munson Street, Boston, Massachusetts 02199-3600.Greenfield, MA 01301-9668, between November 13, 2023, and 5:00 p.m. Eastern Time on December 13, 2023.
For additional requirements, shareholders may refer to the Bylaws of each Fund, a current copy of which may be obtained without charge upon request from the Funds’ Secretary. If a Fund does not receive timely notice pursuant to the Bylaws, the proposal will be excluded from consideration at the annual meeting.
27
​
Other Matters
The management of the Funds knows of no other matters which are to be brought before the Annual Meeting. However, if any other matters not now known properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their judgment on such matters.
Very truly yours,
[MISSING IMAGE: sg_jennifersfromm-bw.jpg][MISSING IMAGE: sg_jennifersfrommnew-bw.jpg]
JENNIFER S. FROMM
Secretary
Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund
Virtus AllianzGI Convertible & Income Fund
Virtus AllianzGI Convertible & Income Fund II
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​
Virtus AllianzGI Convertible & Income 2024 Target Term Fund
Virtus AllianzGI Diversified Income & Convertible Fund
Virtus AllianzGI Equity & Convertible Income Fund
Virtus Dividend, Interest & Premium Strategy Fund.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.
August 4, 2022April 11, 2023
2863
​
APPENDIX A​
[Form of Subadvisory Agreement to be broken out separately by Funds into substantially identical agreements1]
FORM OF SUBADVISORY AGREEMENT
VIRTUS        FUND
SUBADVISORY AGREEMENT
[           ], 2022​
Voya Investment Management Co., LLC
[Address]
[Address]
RE:Subadvisory Agreement
Ladies and Gentlemen:
Virtus          Fund (the “Fund”) is a closed-end investment company of the type registered under the Investment Company Act of 1940, as amended (the “Act”), and is subject to the rules and regulations promulgated thereunder.
Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends advisers for the Fund and is responsible for the day-to-day management of the Fund.
1.
Appointment as a Subadviser.   The Adviser, being duly authorized, hereby appoints Voya Investment Management Co., LLC (the “Subadviser”) as a discretionary adviser to invest and reinvest the assets of the Fund on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.
​
2.
Acceptance of Appointment; Standard of Performance.   The Subadviser accepts its appointment as a discretionary adviser of the Fund and agrees, subject to the oversight of the Board of Trustees of the Fund (the “Board”) and the Adviser, to use its best professional judgment to make investment decisions for the Fund in accordance with the provisions of this Agreement and as set forth in Schedule D attached hereto and made a part hereof. The Subadviser shall for all purposes herein be deemed to be an
​
​
1
Form of Subadvisory Agreement for Virtus Dividend, Interest & Premium Strategy Fund clarifying that a portion of assets are to be managed by Voya
​
A-1
​
independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser or the Fund in any way.
3.
Services of Subadviser.   In providing management services to the Fund, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund and as set forth in the Fund’s most recent prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s registration statement (the “Registration Statement”), as such investment objectives, policies and restrictions have been or may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Board, and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Fund at the time of the transaction to be out of compliance with any of such restrictions or policies.
​
4.
Transaction Procedures.   All transactions for the Fund shall be consummated by payment to, or delivery by, the custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/​or securities due to or from the Fund. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Fund placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
​
5.
Allocation of Brokerage.   The Subadviser shall have authority and discretion to select brokers and dealers to execute Fund transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.
​
A.
In placing orders for the sale and purchase of securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this
​
A-2
​
responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the Subadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.
B.
The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and consistent with the Subadviser’s fiduciary obligations in respect of the Fund and to such other accounts.
​
C.
The Subadviser shall not execute any transactions for the Fund with a broker or dealer that is an “affiliated person” ​(as defined in the Act) of (i) the Fund; (ii) the Adviser; (iii) the Subadviser or any other subadviser to the Fund; (iv) a principal underwriter of the Fund’s shares; or (v) any other affiliated person of the Fund, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund, the Adviser or the principal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the
​
A-3
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Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly- issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons.
D.
Consistent with its fiduciary obligations to the Fund and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Fund and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.
​
6.
Proxies and Other Shareholder Actions.
​
A.
Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Fund. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, provided that the Adviser has reviewed the Subadviser’s proxy voting procedures then in effect and determined them to comply with the requirements of the Fund’s proxy voting policy, the Subadviser will, in compliance with the Subadviser’s proxy voting procedures then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested. The Adviser shall cause the Custodian, the Administrator or another party, to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with any changes to the Subadviser’s proxy voting procedures. The Subadviser further agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. The Subadviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of
​
A-4
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Form N-2 for inclusion in the Registration Statement of the Fund. During any annual period in which the Subadviser has voted proxies for the Fund, the Subadviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.
B.
The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held by the Fund in such manner as the Subadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. It is acknowledged and agreed that the Subadviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Fund. With the Adviser’s approval, on a case-by-case basis the Subadviser may obtain the authority and take on the responsibility to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time by the Fund, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such litigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Fund, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Fund or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Fund.
​
7.
Prohibited Conduct.   In accordance with Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable law or regulation, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Fund, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. or its affiliates regarding transactions in securities or other assets for the Fund. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and its affiliates, and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. The Subadviser, and its
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A-5
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affiliates and agents, shall refrain from making any written or oral statements concerning the Fund, any other investment company sponsored by Virtus Investment Partners, Inc. or its affiliates, and any substantially similar products, that are reasonably likely to mislead investors regarding either (i) the services rendered by the Subadviser to the Fund or (ii) the Fund, including without limitation with respect to the investment strategies and/or risks, and/or the performance thereof. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. The parties acknowledge and agree that the Subadviser may, in its discretion, utilize personnel employed by affiliates of the Subadviser to perform services pursuant to this Agreement by way of a “participating affiliate” agreement in accordance with, and to the extent permitted by, the Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), including the published interpretations thereof by the SEC or its staff. Such participating affiliate agreement shall subject the personnel providing such services to the Subadviser’s compliance and other programs with respect to their activities on behalf of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Subadviser assumes full responsibility for all actions, and any failure to act, by each person utilized by the Subadviser to perform services under this Agreement.
8.
Information and Reports.
​
A.
The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Fund. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, the Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the Fund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be in such form as may be reasonably required by the Adviser.
​
B.
Each of the Adviser and the Subadviser shall provide the other party with a list, to the best of the Adviser’s or the Subadviser’s respective
​
A-6
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knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.
C.
The Subadviser shall also provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Fund required for any shareholder report, or any other disclosure document to be filed by the Fund with the SEC.
​
D.
The Subadviser shall promptly notify the Adviser and the Fund in the event that any of the Subadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Fund.
​
9.
Fees for Services.   The compensation of the Subadviser for its services under this Agreement shall be calculated and paid by the Adviser in accordance with the attached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of fees to the Subadviser.
​
10.
Limitation of Liability.   Absent the Subadviser’s breach of this Agreement or the willful misconduct, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Subadviser, or its officers, directors, partners, agents, employees and controlling persons, the Subadviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any position; provided, however, that the Subadviser shall be responsible for, and shall indemnify and hold the Fund and the Adviser and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), harmless against, any and all Losses (as defined below) arising out of or resulting from a “Trade Error” ​(as defined in the compliance policies and procedures of the Fund), as the same may be amended from time to time) caused by the negligent action or negligent omission of the Subadviser or its agent. The Adviser agrees to provide prior written notice to the Subadviser of any material changes to the definition of Trade Error becoming effective with respect to the Fund unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged
​
A-7
​
and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 10, and the indemnity is intended to cover claims by the Fund, or the Adviser against the Subadviser for recovery pursuant to this section.
11.
Confidentiality.   Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Fund and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Fund pursuant to this Agreement, and (ii) include performance statistics regarding the Fund in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Fund.
​
12.
Assignment.   This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.
​
13.
Representations, Warranties and Agreements of the Subadviser.   The Subadviser represents, warrants and agrees that:
​
A.
It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it. It (i) is registered as an “investment adviser” under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Act or the Advisers Act from performing the services contemplated by this Agreement; provided, however, that the Subadviser makes no representation or warranty with regard to the approval of this Agreement by the Board under Section 15 of the Act; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent
​
A-8
​
violations of the Advisers Act from occurring, and correct promptly any violations that have occurred, and will provide notice promptly to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency.
B.
It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and it will maintain such registration or exemption continuously during the term of this Agreement or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association.
​
C.
It will maintain, keep current and preserve on behalf of the Fund, records in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that the Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.
​
D.
It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to the Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-1 during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation of the code of ethics of the Fund has occurred, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. The Subadviser shall notify the Adviser promptly of any
​
A-9
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material violation of the Code of Ethics involving the Fund. The Subadviser will provide such additional information regarding violations of the Code of Ethics directly affecting the Fund as the Fund or its Chief Compliance Officer on behalf of the Fund or the Adviser may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from a violation of the Code of Ethics. Further, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees. The Subadviser will explain what it has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-1(d)(1) and this subparagraph.
E.
It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures reasonably designed to prevent, detect and correct violations by the Subadviser and its supervised persons, and, to the extent the activities of the Subadviser in respect of the Fund could affect the Fund, by the Fund, of “federal securities laws” ​(as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund.
​
F.
The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise
​
A-10
​
receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, including but not limited to the SEC and the CFTC, involving the affairs of the Fund.
G.
To the best of its knowledge, there are no material pending, threatened, or contemplated actions, suits, proceedings, or investigations before or by any court, governmental, administrative or self-regulatory body, board of trade, exchange, or arbitration panel to which it or any of its directors, officers, employees, partners, shareholders, members or principals, or any of its affiliates is a party or to which it or its affiliates or any of its or its affiliates’ assets are subject, nor has it or any of its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of its or their activities, which might reasonably be expected to result in (i) a material adverse effect on the Fund or (ii) a material adverse change in the Subadviser’s condition (financial or otherwise) or business, or which might reasonably be expected to materially impair the Subadviser’s ability to discharge its obligations under this Agreement. The Subadviser will also immediately notify the Fund and the Adviser if the representation in this Section 13.G is no longer accurate.
​
H.
The Subadviser shall promptly notify the Adviser of any changes in its executive officers, partners or in its key personnel, including, without limitation, any change in the portfolio manager(s) responsible for the Fund or if there is an actual or expected change in control or management of the Subadviser.
​
14.
No Personal Liability.   A copy of the Fund’s Agreement and Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of the Fund pursuant to this instrument (if any) are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.
​
A-11
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15.
Entire Agreement; Amendment.   This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, and E, is subject to the approval of the Board (including those trustees who are not “interested persons” of the Fund) and, if required by the Act or applicable SEC rules and regulations, a vote of a majority of the Fund’s outstanding voting securities; provided, however, that, notwithstanding the foregoing, this Agreement may be amended or terminated in accordance with any exemptive order issued to the Adviser, the Fund or its affiliates.
​
16.
Effective Date; Term.   This Agreement shall take effect as of the date hereof, and shall remain in effect, unless sooner terminated as provided herein, for an initial period through December 31, 2023. This Agreement shall continue thereafter from year to year only so long as its continuance has been specifically approved at least annually (i) by a vote of the Board of the Fund or by vote of a majority of outstanding voting securities of the Fund and (ii) by vote of a majority of the trustees who are not interested persons of the Fund (as defined in the Act) or of any person party to this Agreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of such approval.
​
17.
Termination.
​
A.
This Agreement may be terminated at any time without payment of any penalty (i) by the Board, or by a vote of a majority of the outstanding voting securities of the Fund, upon 60 days’ prior written notice to the Adviser and the Subadviser, (ii) by the Subadviser upon 60 days’ prior written notice to the Adviser and the Fund, or (iii) by the Adviser upon 60 days’ prior written notice to the Subadviser. This Agreement may also be terminated, without the payment of any penalty, by the Adviser or the Board immediately (i) upon the material breach by the Subadviser of this Agreement or (ii) at the terminating party’s discretion, if the Subadviser or any officer, director or key portfolio manager of the Subadviser is accused in any regulatory, self-regulatory or judicial investigation or proceeding as having violated the federal securities laws or engaged in criminal conduct.
​
B.
This Agreement shall terminate automatically and immediately upon termination of the Investment Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its
​
A-12
​
assignment, as such term is defined in and interpreted under the terms of the 1940 Act and the rules promulgated thereunder. Termination of this Agreement will not affect any outstanding orders or transactions or any legal rights or obligations which may already have arisen. Transactions in progress at the date of termination will be completed by the Subadviser as soon as reasonably practicable. Provisions of this Agreement relating to indemnification and the preservation of records, as well as any responsibilities or obligations of the parties hereto arising from matters initiated prior to termination, shall survive any termination of this Agreement.
18.
Applicable Law.   To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the Commonwealth of Massachusetts applicable to contracts entered into and fully performed within the Commonwealth of Massachusetts.
​
19.
Severability.   If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.
​
20.
Notices.   Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile or e-mail transmission addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.
​
(a)
To the Adviser or the Fund at:
​
Virtus Investment Advisers, Inc.
One Financial Plaza
Hartford, CT 06103 Attn: Legal Counsel
(b)
To the Subadviser at:
​
Voya Investment Management Co., LLC
[                 ]
[                 ]
Attn: [                 ]
21.
Certifications.   The Subadviser shall timely provide to the Adviser and the Fund, all information and documentation they may reasonably request as
​
A-13
​
necessary or appropriate in order for the Adviser and the Board to oversee the activities of the Subadviser and in connection with the compliance by any of them with the requirements of this Agreement, the Registration Statement (if any), the policies and procedures referenced herein, and any applicable law, including, without limitation, (i) information and commentary relating to the Subadviser or the Fund for the Fund’s annual and semi-annual reports, in a format reasonably approved by the Adviser, together with (A) a certification that such information and commentary discuss all of the factors that materially affected the performance of the Fund, including the relevant market conditions and the investment techniques and strategies used and (B) additional certifications related to the Subadviser’s management of the Fund in order to support the Fund’s filings on Form N-CSR and other applicable forms, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act, thereon; (ii) within 5 business days of a quarter-end, a quarterly certification with respect to compliance and operational matters related to the Subadviser and the Subadviser’s management of the Fund (including, without limitation, compliance with the applicable procedures), in a format reasonably requested by the Adviser, as it may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by the Adviser or the Fund. Without limiting the foregoing, the Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.
22.
Indemnification.
​
A.
The Subadviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Subadviser’s obligation under this Section 22 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in any Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the
​
A-14
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omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Subadviser or the Fund, or the omission of such information, by the Adviser for use therein.
B.
The Adviser shall indemnify and hold harmless the Subadviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Section 22 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Subadviser, is caused by or is otherwise directly related to (i) any breach by the Subadviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Subadviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in any Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Subadviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Fund, or the omission of such information, by the Subadviser for use therein.
​
C.
A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt written notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.
​
D.
No party will be liable to another party for consequential damages under any provision of this Agreement.
​
A-15
​
23.
Receipt of Disclosure Documents.   The Fund and the Adviser acknowledge receipt, at least 48 hours prior to entering into this Agreement, of a copy of Part 2 of the Subadviser’s Form ADV containing certain information concerning the Subadviser and the nature of its business. The Subadviser will, promptly after making any amendment to its Form ADV, furnish a copy of such amendment to the Adviser. On an annual basis and upon request, the Subadviser will provide a copy of its audited financial statements, including balance sheets, for the two most recent fiscal years and, if available, each subsequent fiscal quarter. At the time of providing such information, the Subadviser shall describe any material adverse change in its financial condition since the date of its latest financial statement.
​
24.
Counterparts; Fax Signatures.   This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.
​
25.
Bankruptcy and Related Events.   Each of the Adviser and the Subadviser agrees that it will provide prompt notice to the other in the event that: (i) it makes an assignment for the benefit of creditors, files a voluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of competent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impair its ability to perform this Agreement. The Adviser further agrees that it will provide prompt notice to the Subadviser in the event that the Fund ceases to be registered as an investment company under the Act.
​
[signature page follows]
A-16
​
​​​​VIRTUS       FUND​
​​​​By:   ​​
​​​​​​​
​
​
​​​​​​​Name:
Title:		​
​​​​VIRTUS INVESTMENT ADVISERS, INC.​
​​​​By:   ​​
​​​​​​​
​
​
​​​​​​​Name:
Title:		​
ACCEPTED:
VOYA INVESTMENT MANAGEMENT CO., LLC
​By:   ​​​
​​​​
​
​​​​
​​​​Name:
Title:		​​​​
​SCHEDULES:​​A.   Operational Procedures​
​​​​B.   Record Keeping Requirements​
​​​​C.   Fee Schedule​
​​​​D.   Subadviser Functions​
​​​​E.   Form of Sub-Certification​
A-17
​
SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of information to be supplied in a secure manner by Subadviser to the Fund’s service providers, including: the custodian of the Fund’s assets, as identified to the Subadviser by the Fund from time to time (the “Custodian”), Virtus Fund Services, LLC (the “Fund Administrator”), the accounting agent of the Fund, as identified to the Subadviser by the Fund from time to time (the “Accounting Agent”), any prime broker used by the Subadviser with respect to the Fund’s assets (the “Prime Broker”) and all other Counterparties/Brokers as required.
The Subadviser must furnish the Fund’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Accounting Agent and Prime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Custodian, Fund Administrator, Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Fund.
The Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same- day settlement and future trades must be sent to the Accounting Agent no later than 5:00 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Accounting Agent on trade date +1 by 11:00 a.m. (Eastern Time) to ensure that they are part of the Fund’s NAV calculation. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Fund. The data to be sent to the Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:
1.
Transaction type (e.g., purchase, sale, open, close, put call);
​
2.
Security type (e.g., equity, fixed income, swap, future, option, short, long);
​
3.
Security name;
​
4.
Exchange identifier (e.g., CUSIP, ISIN, Sedol, OCC Symbol) (as applicable);
​
A-18
​
5.
Number of shares and par, original face, contract amount, notional amount;
​
6.
Transaction price per share (clean if possible);
​
7.
Strike price;
​
8.
Aggregate principal amount;
​
9.
Executing broker;
​
10.
Settlement agent;
​
11.
Trade date;
​
12.
Settlement date;
​
13.
Aggregate commission or if a net trade;
​
14.
Interest purchased or sold from interest bearing security;
​
15.
Net proceeds of the transaction;
​
16.
Trade commission reason: best execution, soft dollar or research (to be provided quarterly);
​
17.
Derivative terms;
​
18.
Non-deliverable forward classification (to be provided quarterly);
​
19.
Maturity/expiration date; and
​
20.
Details of margin and collateral movement.
​
When opening accounts with brokers for, and in the name of, the Fund, the account must be a cash account. No margin accounts are to be opened by the Subadviser in the name of the Fund except as specifically approved by the Fund and the Fund Administrator. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Accounting Agent will provide a five-day cash projection. This will normally be done by email or, if email is unavailable, by another form of immediate written communication, so that the Subadviser will know the amount available for investment purposes.
A-19
​
SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1.
(Rule 31a-1(b)(5) and (6)) A record of each brokerage order, and all other purchases and sales, given by the Subadviser on behalf of the Fund for, or in connection with, the purchase or sale of securities, whether executed or unexecuted. Such records shall include:
​
A.
The name of the broker;
​
B.
The terms and conditions of the order and of any modifications or cancellations thereof;
​
C.
The time of entry or cancellation;
​
D.
The price at which executed;
​
E.
The time of receipt of a report of execution; and
​
F.
The name of the person who placed the order on behalf of the Fund.
​
2.
(Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the purchase and sale of securities to named brokers or dealers was effected, and the division of brokerage commissions or other compensation on such purchase and sale orders. Such record:
​
A.
Shall include the consideration given to:
​
(i)
The sale of shares of the Fund by brokers or dealers.
​
(ii)
The supplying of services or benefits by brokers or dealers to:
​
(a)
The Fund,
​
(b)
The Adviser,
​
(c)
The Subadviser, and
​
(d)
Any person other than the foregoing.
​
(iii)
Any other consideration other than the technical qualifications of the brokers and dealers as such.
​
B.
Shall show the nature of the services or benefits made available.
​
C.
Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
​
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​
D.
Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.
​
3.
(Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of securities. Where a committee or group makes an authorization, a record shall be kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or instruction supporting or authorizing the purchase or sale of securities and such other information as is appropriate to support the authorization.*
​
4.
(Rule 31a-1(f)) Such accounts, books and other documents as are required to be maintained by registered investment advisers by rule adopted under Section 204 of the Advisers Act, to the extent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.
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5.
Records as necessary under Board-approved policies and procedures of the Fund, including without limitation those related to valuation determinations.
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*
Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.
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A-21
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in arrears, equal to 50% of the net advisory fee, calculated as follows:
1.
The total expenses of the Fund will be calculated in accordance with the terms of its most recent prospectus, including application of the gross advisory fee.
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2.
Such total expenses will be reduced by the application of any applicable fee waiver and/or expense limitation agreement, in accordance with the terms thereof.
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3.
The net advisory fee will then be calculated by subtracting from the gross advisory fee any amount required to be waived under the applicable fee waiver(s) and/or reimbursed under such applicable expense limitation agreement.
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4.
In the event that the Adviser waives its entire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount.
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5.
If during the term of this Agreement the Adviser later recaptures some or all of the fees waived or expenses assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser a pro rata amount of the fee(s)/expense(s) recaptured that is attributable to the Subadviser’s portion of the original waiver/assumed expense.
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A-22
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SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Fund’s assets, the Subadviser shall provide, at its own expense:
(a)
An investment program for the Fund consistent with its investment objectives based upon the development, review and adjustment of buy/sell strategies approved from time to time by the Board and the Adviser in paragraph 3 of this Subadvisory Agreement and implementation of that program;
​
(b)
Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Board relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Fund assets in accordance with the then prevailing Prospectus and Statement of Additional Information or other applicable disclosure documents or policies of the Fund and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Funds limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; vi) the implementation of the Fund’s investment program, including, without limitation, analysis of Fund’s performance; vii) compliance with the Investment Guidelines; viii) description of material changes in policies or procedures; and ix) description of any significant firm related developments;
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(c)
Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Board;
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(d)
Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Board at such time(s) and location(s) as reasonably requested by the Adviser or Board; and
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(e)
Notice to the Board and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Act or otherwise.
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(f)
Reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.
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A-23
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SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
Re: Subadviser’s Form N-CSR Certification for the [Name of Fund].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR.
[Name of Fund].
In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR for the Fund.
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Report. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
a.
Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.
​
b.
Designed and implemented controls which ensure that all transactions provided to the fund’s custodians/prime broker and accounting agent (“vendors”) have been delivered in a secure manner by authorized persons, and that access to the fund’s records maintained by the fund’s vendors is restricted to authorized persons of our firm or, if applicable, any third party administrator utilized by our firm. Such controls include review of the authorized persons at least annually and prompt communication of any changes to authorized persons to the fund’s vendors.
​
c.
Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.
​
d.
In addition, to the best of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Fund.
​
A-24
​
I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report, including the Fund Summary and Asset Allocations (as applicable), does not, with respect to the Fund, contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.
I have disclosed, based on my most recent evaluation, to the Fund’s Chief Accounting Officer:
a.
All significant changes, deficiencies and material weakness, if any, in the design or operation of the Subadviser’s internal controls and procedures which could adversely affect the Fund’s ability to record, process, summarize and report financial data with respect to the Fund in a timely fashion;
​
b.
Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.
​
I certify that to the best of my knowledge:
a.
The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.
​
b.
The Subadviser has complied with the Prospectus and Statement of Additional Information of the Fund and the Policies and Procedures of the Fund as adopted by the Fund’s Board of Trustees.
​
c.
I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.
​
d.
The Subadviser has complied with the rules and regulations of the 33 Act and 40 Act, and such other regulations as may apply to the extent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Fund as outlined above.
​
e.
Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Iran or Sudan.
​
f.
The subadviser has disclosed to the Adviser or the Fund any holdings required to be disclosed under the Iran Threat Reduction and Syria Human Rights Act of 2012, the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act of 1996, as Amended and Executive Orders 13224, and 13382.
​
A-25
​
This certification relates solely to the Fund named above and may not be relied upon by any other fund or entity. The Subadviser does not maintain the official books and records of the Fund named above. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Fund’s official accounting system. The Subadviser is not responsible for the preparation of the Report.
​
​
[Name of Subadviser]
​​
​
Date
​
​[Name of Authorized Signer]​​​​
​[Title of Authorized Signer]​​​​
A-26

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100139EVERY VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided. VOTE ONLINE 1. Read the proxy statement and have the proxy cardIS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at hand. 2. Go to www.proxyvotenow.com/VirtusCEFs 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-461-6860 3. Follow the simple instructions. [FUND NAME PRINTS HERE]perforation before mailing. PROXY CARD VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND JOINT SPECIALANNUAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022MAY 22, 2023 THIS PROXY IS SOLICITED ON BEHALF OFBY THE BOARD OF TRUSTEESTRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them attorneys and proxies of the undersigned, with full powerspower of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote on behalf of the undersigned all shares of theVirtus Artificial Intelligence & Technology Opportunities Fund which the undersigned iswould be entitled to vote, atwith all powers the Joint Special Meeting of Shareholders ofundersigned would possess if personally present, in accordance with the Fund to be held via audio teleconference on September 27, 2022 at 3:30p.m. (Eastern Time) (the “Meeting”), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how toindicated herein. To participate in the Telephonic Meeting. The undersigned hereby acknowledges receiptMeeting enter the 14-digit control number from the shaded box on this card. A majority of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund’s proxy solicitor, c/o Di Costa Partners, LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Artificial Intelligence & Technology Opportunities Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby revokes any proxy previously given. THISacknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. AIO_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY WHEN PROPERLY EXECUTED, WILL BE VOTEDCARD PROMPTLY IN THE MANNER DIRECTED HEREINENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE UNDERSIGNED SHAREHOLDER.INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS PROXY IS EXECUTED BY NO DIRECTION IS MADE, THIS PROXY WILL BE VOTEDEXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1a, 1b and 1c. 1a. Election of Trustee (Class I): FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPOERLY COME BEFORE THE MEETING. PLEASE REFER TO THE PROXY STATEMENTWITHHOLD 01. Geraldine M. McNamara 1b. Election of Trustee (Class I): FOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER AUTHORIZED SIGNATURE(S)WITHHOLD 01. R. Keith Walton 1c. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. Signature(s)─ Sign and Title(s), if applicable Sign in the box above Date Below Note: Please sign exactly as your name(s) appear(s) on this proxy card. If signing for estates, trusts, or other fiduciaries, your title or capacity should be statedProxy Card, and where more than one name appears, a majority must sign. Ifdate it. When shares are held jointly, oneeach holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or more joint owners should sign personally. If a corporation,other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature should be that of an authorized officer who should state his or her title. PO Box 211230, Eagan, MN 55121-9984within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx AIO 33238 xxxxxxxx / /

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100139EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Convertible & Income 2024 Target Term Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income 2024 Target Term Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. CBH_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint SpecialAnnual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 2a, 2b and 2c. 2a. Election of Trustee (Class III): FOR WITHHOLD 01. George R. Aylward 2b. Election of Trustee (Class III): FOR WITHHOLD 01. Sarah E. Cogan 2c. Election of Trustee (Class III): FOR WITHHOLD 01. Deborah A. DeCotis 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx CBH 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS CONVERTIBLE & INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 COMMON STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on September 27, 2022. The Proxy Statement forMay 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus Convertible & Income Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this Meeting is available at www.eproxyaccess.com/VirtusCEFs2022 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS. TO VOTE – Mark one box in blue or black ink as shown in this example: FOR AGAINST ABSTAIN 1. Approvalcard. A majority of the new Subadvisory Agreementproxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and among each Fund,may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Investment Advisers, Inc.Convertible & Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and Voya Investment Management Co. LLC. 2. To considerin the discretion of such proxies, upon any and vote upon suchall other matters including adjournments, as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCV_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 3a, 3b, 3c and 3d. 3a. Election of Trustee (Class I): FOR WITHHOLD 01. Geraldine M. McNamara 3b. Election of Trustee (Class II): FOR WITHHOLD 01. George R. Aylward 3c. Election of Trustee (Class II): FOR WITHHOLD 01. Sarah E. Cogan 3d. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NCV 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS CONVERTIBLE & INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 PREFERRED STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus Convertible & Income Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCV_33238_041023_Pref PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 3a, 3b, 3c and 3d. 3a. Election of Trustee (Class I): FOR WITHHOLD 01. Geraldine M. McNamara 3b. Election of Trustee (Class II): FOR WITHHOLD 01. George R. Aylward 3c. Election of Trustee (Class II): FOR WITHHOLD 01. Sarah E. Cogan 3d. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NCV 2 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS CONVERTIBLE & INCOME FUND II JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 COMMON STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus Convertible & Income Fund II which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund II. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCZ_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 4a, 4b and 4c. 4a. Election of Trustee (Class II) FOR WITHHOLD 01. George R. Aylward 4b. Election of Trustee (Class II): FOR WITHHOLD 01. Deborah A. DeCotis 4c. Election of Trustee (Class II): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NCZ 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS CONVERTIBLE & INCOME FUND II JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 PREFERRED STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus Convertible & Income Fund II which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund II. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCZ_33238_041023_Pref PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 4a, 4b and 4c. 4a. Election of Trustee (Class II) FOR WITHHOLD 01. George R. Aylward 4b. Election of Trustee (Class II): FOR WITHHOLD 01. Deborah A. DeCotis 4c. Election of Trustee (Class II): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NCZ 2 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 COMMON STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus Diversified Income & Convertible Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Diversified Income & Convertible Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ACV_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 5a, 5b, 5c and 5d. 5a. Election of Trustee (Class I): FOR WITHHOLD 01. Geraldine M. McNamara 5b. Election of Trustee (Class II): FOR WITHHOLD 01. George R. Aylward 5c. Election of Trustee (Class II): FOR WITHHOLD 01. F. Ford Drummond 5d. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx ACV 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 PREFERRED STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus Diversified Income & Convertible Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Diversified Income & Convertible Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ACV_33238_041023_Pref PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 5a, 5b, 5c and 5d. 5a. Election of Trustee (Class I): FOR WITHHOLD 01. Geraldine M. McNamara 5b. Election of Trustee (Class II): FOR WITHHOLD 01. George R. Aylward 5c. Election of Trustee (Class II): FOR WITHHOLD 01. F. Ford Drummond 5d. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx ACV 2 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Dividend, Interest & Premium Strategy Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Dividend, Interest & Premium Strategy Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NFJ_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 6a, 6b, and 6c. 6a. Election of Trustee (Class III) FOR WITHHOLD 01. Sarah E. Cogan 6b. Election of Trustee (Class III): FOR WITHHOLD 01. F. Ford Drummond 6c. Election of Trustee (Class III): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NFJ 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS EQUITY & CONVERTIBLE INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Equity & Convertible Income Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Equity & Convertible Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NIE_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 7a, 7b, and 7c. 7a. Election of Trustee (Class I) FOR WITHHOLD 01. Geraldine M. McNamara 7b. Election of Trustee (Class I): FOR WITHHOLD 01. R. Keith Walton 7c. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NIE 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS GLOBAL MULTI-SECTOR INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Global Multi-Sector Income Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Global Multi-Sector Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. VGI_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 8a, 8b, 8c and 8d. 8a. Election of Trustee (Class II): FOR WITHHOLD 01. Donald C. Burke 8b. Election of Trustee (Class II): FOR WITHHOLD 01. Sarah E. Cogan 8c. Election of Trustee (Class II): FOR WITHHOLD 01. Sidney E. Harris 8d. Election of Trustee (Class II): FOR WITHHOLD 01. John R. Mallin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx VGI 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Stone Harbor Emerging Markets Total Income Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Stone Harbor Emerging Markets Total Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. EDI_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 9a, 9b, 9c and 9d. 9a. Election of Trustee (Class I): FOR WITHHOLD 01. George R. Aylward 9b. Election of Trustee (Class I): FOR WITHHOLD 01. Deborah A. DeCotis 9c. Election of Trustee (Class I): FOR WITHHOLD 01. John R. Mallin 9d. Election of Trustee (Class I): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx EDI 33238 xxxxxxxx / /

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EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS TOTAL RETURN FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Total Return Fund Inc. which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Directors of Virtus Total Return Fund Inc. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ZTR_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Directors recommends a vote “FOR” the following nominees in proposals 10a, 10b, 10c and 10d. 10a. Election of Director (Class III): FOR WITHHOLD 01. Connie D. McDaniel 10b. Election of Director (Class III): FOR WITHHOLD 01. Geraldine M. McNamara 10c. Election of Director (Class III): FOR WITHHOLD 01. R. Keith Walton 10d. Election of Director (Class III): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx ZTR 33238 xxxxxxxx / /