(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Securities Exchange Act of 1934
(Amendment (Amendment No.)
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ALLIANZGI NFJ
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NOTICE OF JOINT ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
ALLIANZGI NFJ
1633 Broadway
New York, New York 10019
Notice is hereby given, that jointthe Joint Annual MeetingsMeeting of Shareholders (each, a “Meeting”) of the Funds (the “Annual Meeting”) will be held at the offices of Allianz Global Investors U.S. LLC (“AllianzGI U.S.” or the “Manager”), at 1633 Broadway, between West 50th and West 51st Streets, 42nd Floor, New York, New York 10019, on Thursday, July 12, 2018, with2022 at 3:30 p.m. Eastern Time. In light of public health concerns regarding the ongoing coronavirus (COVID-19) pandemic, the Annual Meeting towill be held in a virtual meeting format only and will be conducted exclusively by webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting:
The Board of Trusteespurposes:
New York, New York
June 4, 2018
It is important that your shares be represented at the applicable Meeting in person or by proxy, no matter how many shares you own. If you do not expect to attend the applicable Meeting, please complete, date, sign and return the applicable enclosed proxy or proxies in the accompanyingpostage-paid envelope which requires no postage if mailedprovided, or vote via the Internet or telephone, so you will be represented at the Annual Meeting.
| | IMPORTANT: | | |
| | Shareholders are cordially invited to attend the Annual Meeting (virtually). In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Annual Meeting (virtually). Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person (virtually) if you attend the Annual Meeting and elect to vote in person (virtually). | | |
| | | 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 | |
participate in the meeting. We encourage you to access the meeting prior to the start time. A link on the meeting page will provide further assistance should you need it or you may call 1-888-724-2416 or 1-781-575-2748.
ALLIANZGI CONVERTIBLE & INCOME FUND (“NCV”)
ALLIANZGI CONVERTIBLE & INCOME FUND II (“NCZ”)
ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND (“CBH”)
ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND (“ACV”)
ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND (“NIE”)
ALLIANZGI NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND (“NFJ”)
1633 Broadway
New York, New York 10019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
STATEMENT
This Proxy Statement, and the Annual Reports to Shareholders for the fiscal years ended January 31, 2018 for ACV, NIE and NFJ and February 28, 2018 for NCV, NCZ and CBH, are also available at http://us.allianzgi.com/closedendfunds.
PROXY STATEMENT
June 4, 2018
FOR THE JOINT ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
INTRODUCTION
2022
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The Notice of joint Annual Meetings of Shareholders (the “Notice”), this Proxy Statement and the enclosed proxy cardscard are first being sentmailed to Shareholdersshareholders on or about June 4, 2018.
Each7, 2022.
Proposal | | | Shareholders Entitled to Vote | | |||
1a | | | Elect George R. Aylward as a Class III trustee of AIO | | | AIO shareholders | |
1b | | | Elect Sarah E. Cogan as a Class III trustee of AIO | | | AIO shareholders | |
1c | | | Elect Deborah A. DeCotis as a Class III trustee of AIO | | | AIO shareholders | |
1d | | | Elect Brian T. Zino as a Class I trustee of AIO | | | AIO shareholders | |
1e | | | Elect William B. Ogden, IV as a Class I trustee of NCV | | | NCV shareholders | |
1f | | | Elect Philip R. McLoughlin as a Class I trustee of NCV | | | NCV shareholders of preferred shares | |
1g | | | Elect Alan Rappaport as a Class I trustee of NCV | | | NCV shareholders | |
Proposal | | | Shareholders Entitled to Vote | | |||
1h | | | Elect Brian T. Zino as a Class III trustee of NCV | | | NCV shareholders | |
1i | | | Elect Sarah E. Cogan as a Class I trustee of NCZ | | | NCZ shareholders of preferred shares | |
1j | | | Elect William B. Ogden, IV as a Class I trustee of NCZ | | | NCZ shareholders | |
1k | | | Elect Alan Rappaport as a Class I trustee of NCZ | | | NCZ shareholders | |
1l | | | Elect Brian T. Zino as a Class I trustee of NCZ | | | NCZ shareholders | |
1m | | | Elect F. Ford Drummond as a Class II trustee of CBH | | | CBH shareholders | |
1n | | | Elect James S. MacLeod as a Class II trustee of CBH | | | CBH shareholders | |
1o | | | Elect Philip R. McLoughlin as a Class I trustee of CBH | | | CBH shareholders | |
1p | | | Elect Brian T. Zino as a Class I trustee of CBH | | | CBH shareholders | |
1q | | | Elect William B. Ogden, IV as a Class I trustee of ACV | | | ACV shareholders | |
1r | | | Elect Alan Rappaport as a Class I trustee of ACV | | | ACV shareholders | |
1s | | | Elect R. Keith Walton as a Class II trustee of ACV | | | ACV shareholders | |
1t | | | Elect Brian T. Zino as a Class I trustee of ACV | | | ACV shareholders of preferred shares | |
1u | | | Elect George R. Aylward as a Class III trustee of NIE | | | NIE shareholders | |
1v | | | Elect Sarah E. Cogan as a Class III trustee of NIE | | | NIE shareholders | |
1w | | | Elect Deborah A. DeCotis as a Class III trustee of NIE | | | NIE shareholders | |
1x | | | Elect Brian T. Zino as a Class I trustee of NIE | | | NIE shareholders | |
1y | | | Elect George R. Aylward as a Class II trustee of NFJ | | | NFJ shareholders | |
1z | | | Elect Deborah A. DeCotis as a Class II trustee of NFJ | | | NFJ shareholders | |
1aa | | | Elect Philip R. McLoughlin as a Class II trustee of NFJ | | | NFJ shareholders | |
1bb | | | Elect Brian T. Zino as a Class I trustee of NFJ | | | NFJ shareholders | |
2 | | | Transact such additional business as properly comes before the Meeting | | | AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ shareholders | |
The Board of each Fund has fixedcheck in. Please follow the close of business on May 17, 2018registration instructions as theoutlined in this proxy statement.
Outstanding Common Shares | Outstanding Preferred Shares | |||||||
NCV | 88,996,725 | 14,280 | ||||||
NCZ | 75,067,600 | 10,960 | ||||||
ACV | 10,274,970 | 1,200,000 | ||||||
NIE | 27,708,965 | N/A | ||||||
NFJ | 94,801,581 | N/A | ||||||
CBH | 18,257,012 | N/A |
The classes of Shares listed for each FundTrustees, except as otherwise described in the table above arefollowing paragraph.
At theAnnual Meeting, the election of certain Trustees (the “Preferred Shares Trustees”) of NCV, NCZ and ACV will be voted on exclusively by the applicable Fund’s Preferred Shareholders. For NCV and NCZ, with regard to any matter where holders of Preferred Shares are entitled to vote as a class separate from holders of Common Shares, including the election of Preferred Shares Trustees, each Preferred Share will entitle its holder to one vote for every $25.00 in liquidation preference represented by such Preferred Share (and any fraction of $25.00 shall be entitled to a proportionate fractional vote). For ACV, Preferred Shares will entitle their holders to one vote per share in the election of the Preferred Shares Trustees. On each other proposal to be brought before the Annual Meeting (including the election of the nominees other than the Preferred Shares Trustees by all Shareholders), the Preferred Shareholders if any,of each of NCV, NCZ and ACV will have equal voting rights (
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one vote per Share) with the applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class. As summarizedof 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.
| | | Outstanding Common Shares | | | Outstanding Preferred Shares | | ||||||
AIO | | | | | 34,340,972 | | | | | | N/A | | |
NCV | | | | | 90,373,569 | | | | | | 4,008,931(1) | | |
NCZ | | | | | 76,115,749 | | | | | | 4,366,501(2) | | |
CBH | | | | | 18,263,597 | | | | | | N/A | | |
ACV | | | | | 10,362,954 | | | | | | 1,200,000 | | |
NIE | | | | | 27,708,965 | | | | | | N/A | | |
NFJ | | | | | 94,801,581 | | | | | | N/A | | |
NCV:
above are the only classes of Shares currently authorized by that Fund.
NCZ:
The Common and Preferred Shareholders of NCZ, voting together as a single class, have the right to vote on there-election of F. Ford Drummond, Hans W. Kertess, James S. MacLeod and A. Douglas Eu, and the election of Erick R. Holt as Trustees of NCZ.
ACV:
The Common and Preferred Shareholders of ACV, voting together as a single class, have the right to vote on the election of Deborah A. DeCotis, Bradford K. Gallagher and Erick R. Holt as Trustees of ACV.
NIE:
The Common Shareholders of NIE, voting as a single class, have the right to vote on there-election of F. Ford Drummond, James A. Jacobson, James S. MacLeod and A. Douglas Eu, and the election of Erick R. Holt as Trustees of NIE.
NFJ:
The Common Shareholders of NFJ, voting as a single class, have the right to vote on there-election of Hans W. Kertess, James S. MacLeod, William B. Ogden, IV and A. Douglas Eu, and the election of Erick R. Holt as Trustees of NFJ.
CBH:
The Common Shareholders of CBH, voting as a single class, have the right to vote on the election of Hans W. Kertess, William B. Ogden, IV, Alan Rappaport, Davey S. Scoon and Erick R. Holt as Trustees of CBH.
Summary
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You may vote by mail by returning a properly executed proxy card, by Internet by going to the website listed on the proxy card, by telephone using the toll-free number listed on the proxy card, or in person by attending the Meeting. Shares represented by duly executed and timely delivered proxies will be voted as instructed on the proxy. If you execute and mail the enclosed proxy and no choice is indicated for the election of Trustees listed in the attached Notice, your proxy will be voted in favor of the election of all nominees. At any time before it has been voted, your proxy may be revoked in one of the following ways: (i) by delivering a signed, written letter of revocation to the Secretary of the appropriate Fund at 1633 Broadway, New York, New York 10019, (ii) by properly executing and submitting a later-dated proxy vote, or (iii) by attending the Meeting and voting in person. Please call1-877-361-7971 for information on how to obtain directions to be able to attend the Meeting and vote in person. If any proposal, other than the Proposals set forth herein, properly comes before the Meeting, the persons named as proxies will vote in their sole discretion.
The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019. AllianzGI U.S. serves as the investment manager of each Fund. Additional information regarding the Manager may be found under “Additional Information — Investment Manager” below.
NFJ Investment Group LLC (“NFJ Group”) merged with and into AllianzGI U.S. on July 1, 2017 (the “NFJ Consolidation”) by means of a statutory merger. Prior to the NFJ Consolidation, AllianzGI U.S. served as the investment manager for NFJ and delegated portfolio management of a portion of NFJ to the NFJ Group. AllianzGI U.S. remains the primary adviser to NFJ following the NFJ Consolidation, and, in addition to the advisory services it previously provided, it directly provides the portfolio management services that NFJ Group previously provided with respect to a portion of the assets of NFJ. The NFJ Consolidation did not result in any change to the manner in which investment advisory services are provided to NFJ, the personnel responsible for providing investment advisory services to NFJ or the personnel ultimately responsible for overseeing the provision of such services.
The solicitation will be primarily by mailProposals 1a through 1d, 1m through 1p and the cost of soliciting proxies for a Fund will be borne individually by each Fund. Certain officers of the Funds and certain officers and employees of the Manager or its affiliates (none of whom will receive additional compensation therefor) may solicit proxies by telephone, mail,e-mail and personal interviews. Anyout-of-pocket expenses incurred in connection with the solicitation will be borne by each Fund based on its relative net assets.
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. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to the Secretary of the Fund c/o Allianz Global Investors U.S. LLC, 1633 Broadway, New York, New York 10019, or by calling1-877-361-7971 on any business day.
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As of the Record Date, the Trustees, nominees and officers of each Fund,1u through 1bb, as a group and individually, beneficially owned less than one percent (1%) of each Fund’s outstanding Shares and, to the knowledge of the Funds, the following entities beneficially owned more than five percent (5%) of a class of NCV, NCZ, CBH, ACV, NIE or NFJ:
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PROPOSAL: ELECTION OF TRUSTEES
In accordance with each of the Fund’s Amended and Restated Agreement and Declarations of Trust (each, a “Declaration”), the Trustees have been divided into the following three classes (each, a “Class”): Class I, Class II and Class III. Each Fund’s Governance and Nominating Committee has recommended the nominees listed herein forre-election as Trustees by the Shareholders of the Funds.
NCV. With respect to NCV, the term of office of the Class III Trustees will expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2019 through February 29, 2020); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2020 through February 28, 2021). Currently, Deborah A. DeCotis, F. Ford Drummond, James S. MacLeod and A. Douglas Eu are Class III Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. DeCotis and Messrs. Drummond, MacLeod and Eu forre-election by the Common and Preferred Shareholders, voting as a single class, as Class III Trustees and Mr. Holt for election by the Common and Preferred Shareholders, voting as a single class, as a Class I Trustee. Consistent with the Fund’s Declaration, ifre-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. If elected, Mr. Holt shall hold office for terms coinciding with the Class of Trustees to which he has been designated. Therefore, ifre-elected at the Meeting, Ms. DeCotis and Messrs. Drummond, MacLeod, and Eu will serve terms consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2021 through February 28, 2022), and Mr. Holt will serve terms consistent with the Class I Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2019 through February 29, 2020).
NCZ. With respect to NCZ, the term of office of the Class III Trustees will expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2019 through February 29, 2020); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2020 through February 28, 2021). Currently, F. Ford Drummond, Hans W. Kertess, James S. MacLeod and A. Douglas Eu are Class III Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Messrs. Drummond, Kertess, MacLeod and Eu forre-election by the Common and Preferred Shareholders, voting as a single class, as Class III Trustees and Mr. Holt for election by the Common and Preferred Shareholders, voting
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as a single class, as a Class I Trustee. Consistent with the Fund’s Declaration, ifre-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. If elected, Mr. Holt shall hold office for terms coinciding with the Class of Trustees to which he has been designated. Therefore, ifre-elected at the Meeting, Messrs. Drummond, Kertess, MacLeod and Eu will serve terms consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2021 through February 28, 2022), and Mr. Holt will serve terms consistent with the Class I Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2019 through February 29, 2020).
ACV. With respect to ACV, the term of office of the Class III Trustees will expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2019 through January 31, 2020); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2020 through January 31, 2021). Currently, Deborah A. DeCotis and Bradford K. Gallagher are Class III Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. DeCotis and Mr. Gallagher for election by the Common and Preferred Shareholders, voting as a single class, as Class III Trustees, and Mr. Holt for election by the Common and Preferred Shareholders, voting as a single class, as a Class III Trustee. Consistent with the Fund’s Declaration, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if elected at the Meeting, Ms. DeCotis and Messrs. Gallagher and Holt will serve terms consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022).
NIE. With respect to NIE, the term of office of the Class II Trustees will expire at the Meeting; the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2019 through January 31, 2020); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2020 through January 31, 2021). Currently, F. Ford Drummond, James A. Jacobson, James S. MacLeod and A. Douglas Eu are Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Messrs. Drummond, Jacobson, MacLeod and Eu forre-election as Class II Trustees, and Erick R. Holt for election as a Class III Trustee. Consistent with the Fund’s Declaration, ifre-elected, the nominees shall hold
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office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, ifre-elected at the Meeting, Messrs. Drummond, Jacobson, MacLeod and Eu will serve a term consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022), and Mr. Holt will serve terms consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2019 through January 31, 2020).
NFJ. With respect to NFJ, the term of office of the Class I Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2019 through January 31, 2020); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2020 through January 31, 2021). Currently, Hans W. Kertess, James S. MacLeod , William B. Ogden, IV and A. Douglas Eu are Class I Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Messrs. Kertess, MacLeod, Ogden and Eu forre-election as Class I Trustees, and Erick R. Holt for election as a Class II Trustee at the Meeting. Consistent with the Fund’s Declaration, ifre-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, ifre-elected at the Meeting, Messrs. Kertess, MacLeod, Ogden and Eu will serve terms consistent with the Class I Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022), and Mr. Holt will serve terms consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2019 through January 31, 2020).
CBH. With respect to CBH, the term of office of the Class I Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2019-2020 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2019 through February 29, 2020); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2020 through February 28, 2021). Currently, Hans W. Kertess, William B. Ogden, IV, Alan Rappaport and Davey S. Scoon are Class I Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Messrs. Kertess, Ogden, Rappaport and Scoon for election as Class I Trustees, and Erick R. Holt for election as a Class III Trustee. Consistent with the Fund’s Declaration, if elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, if
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re-elected at the Meeting, Messrs. Kertess, Ogden, Rappaport and Scoon will serve a term consistent with the Class I Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2021 through February 28, 2022), and Mr. Holt will serve terms consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2020-2021 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2020 through February 28, 2021).
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Under this classified Board structure, generally only those Trustees in a single Class may be replaced in any one year, and it would require a minimum of two years to change a majority of the Board under normal circumstances. This structure, which may be regarded as an “anti-takeover” provision, may make it more difficult for a Fund’s Shareholders to change the majority of Trustees of the Fund, and thus promotes the continuity of management.
applicable.
current Trustees and Officers
the Nominees is set forth in the tables that follow. The business of each Fund“Interested” Trustee is managed under the direction of the Fund’s Board of Trustees. Subject to the provisions of each Fund’s Declaration, its Bylaws and applicable state law, theindicated by an asterisk (*). Independent Trustees have all powers necessary and convenient to carry out this responsibility, including the election and removal of the Fund’s officers.
Board Leadership Structure— Assuming the nominees are elected as proposed, the Board of Trustees will consist of eleven Trustees, nine of whomthose who are not “interested persons” (within the meaning of(as defined in Section 2(a)(19) of the Investment Company Act of 1940 Act)(the “1940 Act”)) of (i) the applicable Fund, (ii) the Funds’ investment adviser (Virtus Investment Advisers, Inc., the “Adviser”) or applicable subadvisers (AllianzGI US and NFJ Investment Group, LLC (“NFJ Group”) and each a “Subadviser”), or (iii) a principal underwriter of any Fund, and who satisfy the Managerrequirements contained in the definition of “independent” as defined in the 1940 Act (the “Independent Trustees”), which would mean more than 81% of Board members are Independent Trustees. An Independent Trustee serves as Chair of the Board and is selected by a vote of the majority of the Independent Trustees. The Chair of the Board presides at meetings of the Board and acts as a liaison with service providers, officers, attorneys and other Trustees generally between meetings, and
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performs such other functions as may be requested by the Board from time to time. Mr. Scoon has been selected by the Independent Trustees to serve as Chair of the Board. If elected by Shareholders of CBH at the Meeting, Mr. Scoon will continue to serve as the Chair of the Board of CBH. Mr. Kertess has been selected by the Independent Trustees to serve as Vice Chair of the Board. If
The Board of Trustees of each Fund meets regularly four times each year to discuss and consider matters concerning the Funds, and also holds special meetings to address matters arising between regular meetings. The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. Regular meetings generally take placein-person;AND ADVISORY BOARD MEMBER other meetings may take placein-person or by telephone.
The Board of Trustees has established six standing Committees to facilitate the Trustees’ oversight of the management of each Fund: the Audit Oversight Committee, the Compliance Committee, the Contracts Committee, the Governance and Nominating Committee, the Performance Committee and the Valuation Committee. The functions and role of each Committee are described below under “— Board Committees and Meetings.” The membership of each Committee includes, at a minimum, all of the current Independent Trustees, which the Board believes allows them to participate in the full range of the Board’s oversight duties.
The Board reviews its leadership structure periodically and has determined that this leadership structure, including an Independent Chair, a supermajority of Independent Trustees and having Independent Trustees serve as Committee Chairs, is appropriate in light of the characteristics and circumstances of each Fund. In reaching this conclusion, the Board considered, among other things, the predominant role of the Manager in theday-to-day management of Fund affairs, the extent to which the work of the Board is conducted through the Committees, the number of portfolios that comprise the Fund Complex (as defined in the instructions to Schedule 14A), the variety of asset classes those portfolios include, the net assets of each Fund and the Fund Complex and the management and other service arrangements of each Fund and the Fund Complex. The Board also believes that its structure, including the presence of two Trustees who are executives with one or more Manager-affiliated entities (which would continue to be the case for NCV, NCZ, NIE and NFJ, if Mr. Eu isre-elected and which would continue to be the case for all Funds, if Mr. Holt is elected), facilitates an efficient flow of information concerning the management of each Fund to the Independent Trustees.
Risk Oversight— Each of the Funds has retained the Manager to provide investment advisory services, and, in the case of the Manager, administrative services, and these service providers are immediately responsible for the management of risks that may arise from Fund investments and operations. Some employees of the Manager
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and its affiliates serve as the Funds’ officers, including the Funds’ principal executive officer and principal financial and accounting officer, chief compliance officer and chief legal officer. The Manager employs different processes, procedures and controls to identify and manage different types of risks that may affect the Funds. The Board oversees the performance of these functions by the Manager both directly and through the Committee structure it has established, including the Compliance Committee. The Board, either directly or through its Compliance Committee, receives from the Manager a wide range of reports and presentations, both on a regular andas-needed basis, relating to the Funds’ activities and to the actual and potential risks of the Funds. These include, among others, reports and presentations on investment risks, custody and valuation of Fund assets, compliance with applicable laws, the Funds’ financial accounting and reporting and the Board’s oversight of risk management functions. In addition, the Performance Committee of the Board meets periodically with the individual portfolio managers of the Funds or their delegates to receive reports regarding the portfolio management of the Funds and their performance, including their investment risks. In the course of these meetings and discussions with the Manager, the Board has emphasized the importance of maintaining vigorous risk- management programs and procedures.
In addition, the Board has appointed a Chief Compliance Officer (“CCO”). The CCO oversees the development of compliance policies and procedures that are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance Policies”). The CCO reports directly to the Independent Trustees, interacts with individuals within the Manager’s organization, including its Head of Risk Management, and provides presentations to the Board at its quarterly meetings and an annual report on the application of the Compliance Policies. The Board periodically discusses relevant risks affecting the Funds with the CCO at these meetings. The Board has approved the Compliance Policies and reviews the CCO’s reports. Further, the Board annually reviews the sufficiency of the Compliance Policies, as well as the appointment and compensation of the CCO.
The Board recognizes that the reports it receives concerning risk management matters are, by their nature, typically summaries of the relevant information. Moreover, the Board recognizes that not all risks that may affect the Funds can be identified in advance; that it may not be practical or cost-effective to eliminate or mitigate certain risks; that it may be necessary to bear certain risks (such as investment-related risks) in seeking to achieve the Funds’ investment objectives; and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. As a result of the foregoing and for other reasons, the Board’s risk management oversight is subject to substantial limitations.
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Information Regarding Trustees and Nominees.
The following table provides information concerning the Trustees/Nominees of the Funds.
Independent Trustees(1)
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | | ||||||||||||
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| 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 |
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Independent Trustees | | | | | | | | |||||||
Cogan, Sarah E. YOB: 1956 Portfolios Overseen: 110 | | | Class III Trustee of AIO since 2019, nominee for term expiring 2025 Class II Trustee of NCV since 2019, term expires at the 2023 Annual Meeting Class I Trustee of NCZ since 2019, nominee for term expiring 2025(4) Class III Trustee of CBH since 2019, term expires at the 2023 Annual Meeting Class III Trustee of ACV since 2019, term expires at the 2024 Annual Meeting Class III Trustee of NIE since 2019, nominee for term expiring 2025 Class III Trustee of NFJ since 2019, term expires at the 2023 Annual Meeting | | | 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), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2019), PIMCO Closed-End Funds(5) (29 portfolios); Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (61 portfolios) and Virtus Variable Insurance Trust (8 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 and Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (11 portfolios); Trustee (since 2019), Virtus AllianzGI Closed-End Funds (7 portfolios). | |
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 | | |||
DeCotis, Deborah A.
YOB: 1952
Portfolios Overseen: 110 | | | Class III
Class III Trustee of NCV since 2011, term expires at the 2024 Annual Meeting Class II
Class III
Class III
Class III Trustee of NIE since 2011, nominee for term expiring 2025 Class II
| |
| | Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); | | Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2011), PIMCO Closed-End Funds(5) (29 portfolios); Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, and Virtus Event Opportunities Trust (2 portfolios); Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (61 portfolios) and Virtus Variable Insurance Trust (8 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 and Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund; Trustee (since 2017), Virtus AllianzGI Convertible & Income 2024 Target Term Fund; Trustee (since 2015), Virtus AllianzGI Diversified Income & Convertible Fund; |
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 | | |||
| | | | | | | | | Trustee (since 2014), Virtus Investment Trust (13 portfolios); Trustee (since 2011), Virtus Strategy Trust (11 portfolios); and Trustee (since 2011), Virtus AllianzGI Convertible & Income Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund. | | |||
Drummond, F. Ford
| | | Class II Trustee of AIO since 2019, term expires at the 2024 Annual Meeting Class III
Class III
Class II
Class II
Class II Trustee of NIE since 2015, term expires at the 2024 Annual Meeting | |
| | Owner/Operator (since 1998), Drummond Ranch; and Director (since 2015), Texas and Southwestern Cattle Raisers Association. Formerly, Chairman, Oklahoma Nature Conservancy (2019 to 2020); formerly Board Member (2006 to 2020) and Chairman (2016 to 2018), Oklahoma Water Resources | | | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Trustee During the Past Five Years | | |
| | | Class III Trustee of NFJ since 2015, term expires at the 2023 Annual Meeting | | | Plans (benefits administration). | | 2021), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund; Trustee (since 2017), Virtus AllianzGI Convertible & Income 2024 Target Term Fund; Trustee (since 2015), Virtus AllianzGI Convertible & Income Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Diversified Income & Convertible Fund, Virtus Dividend, Interest & Premium Strategy Fund and Virtus AllianzGI Equity & Convertible Income Fund; Trustee (since 2014), Virtus Strategy Trust (11 portfolios); Director (since 2011), Bancfirst Corporation; and Trustee (since 2006), Virtus Investment Trust (13 portfolios). | |||
MacLeod, James S. YOB: 1947 Portfolios Overseen: 7 | | | |||||||||
Class II
Class III
Class III
| | | Chief Executive Officer (2010 to 2018), CoastalSouth Bancshares; President and Chief Operating Officer (2007 to 2018), Coastal States | | | Trustee |
| |
Name, Year of Birth and of Portfolios in Funds Complex Overseen by Trustee(1)(2) | |
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| 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 |
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| | | since 2015, term expires at the 2024 Annual Meeting Class II
Class II Trustee of ACV Class II Trustee of NIE
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Class I
Trustee of NFJ
| | Bank; Managing Director and President (2007 to 2018), Homeowners Mortgage, a President (2007 to 2018), Homeowners Mortgage a subsidiary of Coastal States Bank. |
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| Non-Executive Chairman |
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McLoughlin, Philip R. | | | Class II Trustee of AIO since 2021, term expires at the 2024 Annual Meeting Class I Trustee of NCV since 2022, nominee for term expiring 2025(4) Class I Trustee of NCZ since 2021, term expires at the 2022 Annual Meeting Class I Trustee of CBH since 2022, nominee for term expiring 2024 Class III Trustee of ACV since 2021, term expires at the 2024 Annual Meeting Class II Trustee of NIE since 2021, term expires at the 2024 Annual | | | Private investor since 2010. | | | Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), 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 (11 portfolios); Trustee (since 2021), Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus | |
Name, Year of Birth and Number of 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 |
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| | | Meeting Class II Trustee of NFJ since 2021, nominee for term expiring 2025 | | | | | | AllianzGI Diversified Income & Convertible Fund, Virtus AllianzGI Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2022) and Advisory Board Member (2021), Virtus AllianzGI Convertible & Income 2024 Target Term Fund and Virtus AllianzGI 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 Chairman (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Trustee and Chairman (since 2011), Virtus Global Multi-Sector Income Fund; Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (8 portfolios); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director (1991 to 2019) and Chairman (2010 to 2019), Lazard World Trust Fund | |
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 | | |||
| | | | | | | | | (closed-end investment firm in Luxembourg); and Trustee (since 1989) and Chairman (since 2002), Virtus Mutual Fund Family (61 portfolios). | | |||
Ogden, IV, William B.
YOB: 1945
Portfolios Overseen: 7 | | | Class I
Class I
Class I
Class I
Class I
Class I Trustee of NIE since 2007, term expires at the 2023 Annual Meeting Class I Trustee of NFJ since 2006, term expires at the 2024 Annual Meeting | |
| | Retired. Formerly, Asset Management Industry Consultant; and Managing Director, Investment Banking Division of Citigroup Global Markets Inc. | | Trustee (since 2006), Virtus AllianzGI Closed-End Funds (7 portfolios); Trustee, PIMCO Closed-End Funds(5) (29 portfolios). | ||||
Rappaport, Alan YOB: 1953 Portfolios Overseen: 7 | | | |||||||||||
Class I
Class I
| |
| | | Trustee | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Trustee During the Past Five Years | | |
| | | Class I Trustee of NCZ since 2010, nominee for term expiring 2025 Class I Trustee of CBH since 2017, term expires at the 2024 Annual Meeting Class I Trustee of ACV since 2015, nominee for term expiring 2025 Class I Trustee of NIE since 2010, term expires at the 2023 Annual Meeting Class III Trustee of NFJ since 2010, term expires at the 2023 Annual Meeting | | | Stern School of Business (2011 to 2020); Lecturer, Stanford University Graduate School of Business (2013 to 2020); Advisory Director (formerly, Vice Chairman), Roundtable Investment Partners (2009 to 2018); Member of Board of Overseers, NYU Langone Medical Center | | | |||
Walton, R. Keith YOB: 1964 Portfolios Overseen: 110 | | | |||||||||
Class II
Trustee of ACV
| since 2022, nominee for term expiring 2023 Advisory Board Member of AIO, NCV, NCZ, CBH, NIE
| | Venture and Operating Partner (since | | Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee |
Interested Trustees(1)
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | | ||||||||||||
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| 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 |
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| | Senior Adviser (2018 to 2019), Plexo, LLC; and Partner (since 2006), Global Infrastructure Partners. Formerly, Managing Director (2013 to 2017), Arizona State University. | | ||||||||
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Securities Ownership
For each Trustee/Nominee, the following table discloses the dollar range of equity securities beneficially owned by the Trustee/Nominee in the Funds, and on an aggregate basis, as of the Record Date, in any registered investment companies overseen by the Trustee/Nominee within the “family of investment companies”
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including the Funds. The dollar ranges used in the table are (i) None; (ii)$1-$10,000; (iii)$10,001-$50,000; (iv)$50,001-$100,000; and (v) Over $100,000. The following table includes securities in which the Trustees/ Nominees hold an economic interest through their deferred compensation plan. See “Trustees’ Compensation” below.
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Virtus AllianzGI Diversified Income & Convertible Fund; Advisory Board Member (since 2022), Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, | ||||
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Virtus AllianzGI Convertible & Income 2024 Target Term Fund, Virtus AllianzGI Convertible & Income Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Equity & Convertible Income Fund | ||||
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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 | | |
| | | | | | | | | 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 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: 110 | | | Class I Trustee of AIO since 2022, nominee for term expiring 2023 Class III Trustee of NCV since 2022, nominee for term expiring 2024 Class I Trustee of NCZ since 2022, nominee for term expiring 2025 Class I Trustee of CBH since 2022, nominee for term expiring 2024 Class I Trustee of ACV since 2022, nominee for term expiring 2025(4) Class I Trustee of NIE since 2022, nominee for term expiring 2023 Class I Trustee of NFJ since 2022, nominee for term expiring 2024 | | | Retired. Various roles at J. & W. Seligman & Co. Incorporated (1982 to 2009) 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 (11 portfolios); Trustee (since 2022) and Advisory Board Member (2021), Virtus AllianzGI Closed-End Funds (7 portfolios); Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (61 | |
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 | | ||||
| | | | | | | | | portfolios); Director (2016 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income | ||||
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YOB: 1964 Portfolios Overseen: 115 | | | Class III Trustee of AIO since 2021, nominee for term expiring 2025 Class II Trustee of NCV since 2021, term expires at the 2023 Annual Meeting Class II Trustee of NCZ since 2021, term expires at the 2023 Annual Meeting Class III Trustee of CBH since 2021, term expires at the 2023 Annual | | Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2005). | | | Trustee, 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 | |
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 II Trustee of ACV since 2021, term expires at the 2023 Annual Meeting Class III Trustee of NIE since 2021, nominee for term expiring 2025 Class II Trustee of NFJ since 2021, nominee for term expiring 2025 | | | | | | Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (11 portfolios); Trustee, President and Chief Executive Officer (since 2021), Virtus AllianzGI | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Trustee During the Past Five Years | | ||||
| | | | | | | | | Director, President and Chief Executive Officer (2006 to 2019), the former Virtus Total Return Fund Inc. | | |||
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YOB: 1964 Portfolios Overseen: 110 | | Advisory Board Member of AIO, NCV, NCZ, CBH, NIE and NFJ since 2022 | |||||||||||
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| See above. | ||||||||||||
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* Mr. Aylward is an “interested person” as |
To the knowledge of the Funds, as of the Record Date, Trustees and Nominees who are Independent Trustees or Independent Nominees and their immediate family members did not own securities of an investment adviser or principal underwriter of the Funds or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with an investment adviser or principal underwriter of the Funds.
Trustees’ Compensation
Each of the Independent Trustees and Nominees also serve as a trustee of Allianz Funds, AllianzGI Institutional Multi-Series Trust (“IMST”), Premier Multi-Series VIT (“VIT”) and Allianz Funds Multi-Strategy Trust (“MST”) (collectively with the Funds, the “Allianz-Sponsored Funds”). In addition, each of Messrs. Gallagher, Jacobson, Kertess, Ogden and Rappaport and Ms. DeCotis serves as a trustee or director of a number ofclosed-end andopen-end funds for which Allianz Global Investors Fund Management LLC (“AGIFM”) previously served as investment manager and its affiliate, Pacific Investment Management Company LLC (“PIMCO”), served assub-adviser (together, the “PIMCO-Sponsored Funds”). The PIMCO-Sponsored Funds were transitioned to the PIMCO Funds platform effective September 5, 2014, such that AGIFM no longer served as the investment manager to those funds. Since that time, the Independent Trustees have received separate compensation from the Allianz-Sponsored Funds in addition to amounts received for service on the Boards of the PIMCO-Sponsored Funds.
Each of VIT, IMST, MST, Allianz Funds and the Funds are expected to hold joint meetings of their Boards of Trustees whenever possible. Each Trustee, other than any Trustee who is a director, officer, partner or employee of the Manager or any entity controlling, controlled by or under common control with the Manager receives annual compensation of $235,000, payable quarterly. The Independent Chairman of the Boards receives an additional $75,000 per year, payable quarterly. The Audit Oversight Committee Chairman receives an additional $25,000 annually, payable quarterly. The Performance Committee Chair receives and additional $10,000 annually, payable quarterly. The Contracts Committee Chair receives an additional $10,000 annually, payable quarterly. The Valuation Committee Chair receives an additional $5,000 annually, payable quarterly. The Compliance Committee Chair receives an additional $5,000 annually, payable quarterly. Trustees are also reimbursed for meeting-related expenses.
Each Trustee’s compensation and other costs in connection with joint meetings are allocated among the Allianz-Sponsored Funds, as applicable, on the basis of fixed percentages as between each such group of funds. Trustee compensation and other costs are
19
then further allocated pro rata among the individual Funds based on the complexity of issues relating to each such Fund and relative time spent by the Trustees in addressing them, and on each such Fund’s relative net assets.
Trustees do not currently receive any pension or retirement benefits from the Funds or the Fund Complex. The Funds have adopted a deferred compensation plan for the Trustees that permits the Trustees to defer their receipt of compensation from the Funds, at their election, in accordance with the terms of the plan. Under the plan, each Trustee may elect not to receive fees from Funds on a current basis but to receive in a subsequent period chosen by the Trustee an amount equal to the value of such compensation if they had been invested in a fund in the Allianz Funds Complex selected by the Trustees on the normal payment dates for such compensation. As a result of this arrangement, the Funds, upon making the deferred payments, will be in substantially the same financial position as if the deferred compensation had been paid on the normal payment dates and immediately reinvested in shares of the fund(s) selected by the Trustees.
The following table provides information concerning the compensation paid to the Trustees/Nominees of the Funds who are not “interested persons” (as defined in the 1940 Act)Act, by reason of his position as President and Chief Executive Officer of Virtus, the ultimate parent company of the Adviser and NFJ Group, and various positions with its affiliates.
Independent Trustees
Name of Trustee | Aggregate Compensation from NCV for the Fiscal Year Ended February 28, 2018 | Aggregate Compensation from NCZ for the Fiscal Year Ended February 28, 2018 | Aggregate Compensation from CBH for the Fiscal Year Ended February 28, 2018 | Aggregate Compensation from ACV for the Fiscal Year Ended January 31, 2018 | Aggregate Compensation from NIE for the Fiscal Year Ended January 31, 2018 | Aggregate Compensation from NFJ for the Fiscal Year Ended January 31, 2018 | Total Compensation from the Funds and Fund Complex Paid to Trustees/Nominees for the Calendar Year Ended December 31, 2017* | |||||||||||||||||||||
Deborah A. DeCotis | $ | 4,686 | $ | 3,550 | $ | 630 | $ | 1,635 | $ | 4,304 | $ | 9,687 | $ | 470,000 | ||||||||||||||
F. Ford Drummond | 4,592 | 3,478 | 617 | 1,602 | 4,217 | 9,492 | 240,000 | |||||||||||||||||||||
Bradford K. Gallagher | 4,497 | 3,407 | 605 | 1,569 | 4,131 | 9,296 | 460,000 | |||||||||||||||||||||
James A. Jacobson | 4,974 | 3,768 | 669 | 1,736 | 4,569 | 10,282 | 535,000 | |||||||||||||||||||||
Hans W. Kertess | 4,497 | 3,407 | 605 | 1,569 | 4,131 | 9,296 | 535,000 | |||||||||||||||||||||
James S. MacLeod | 4,974 | 3,768 | 669 | 1,569 | 4,131 | 9,296 | 235,000 | |||||||||||||||||||||
William B. Ogden, IV | 4,592 | 3,478 | 617 | 1,602 | 4,217 | 9,492 | 465,000 | |||||||||||||||||||||
Alan Rappaport | 4,686 | 3,550 | 630 | 1,635 | 4,304 | 9,687 | 470,000 | |||||||||||||||||||||
Davey S. Scoon | 5,932 | 4,494 | 798 | 2,070 | 5,448 | 12,262 | 310,000 |
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The Funds have no employees.
TrusteeNominee Qualifications—
Fund or its service providers. In respect of each current Trustee and Trustee Nominee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Funds,Fund, were a significant factor in the determination by the Board that the individual is qualified toshould serve as a Trustee of the Funds. The followingFund.
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Adviser and its affiliates.
closed-end funds managed by the Adviser and its affiliates.
A. Douglas Eu — Mr. Eu has substantial senior executive experience in the asset management industry as Chief Executive Officer of Allianz Global Investors’ business in North America and formerly, Chief Executive Officer for Allianz Global Investors’ business in the Asia-Pacific region. Mr. Eu hasDrummond is also served in a variety of other senior- level positions in the asset management industry. Because of his familiarity with the Fund Complex, the Manager and affiliated entities, Mr. Eu serves as an important information resource for the Independent Trustees.
Bradford K. Gallagher — Mr. Gallagher has substantial executive and board experience in the financial services and investment management industries. He has served as director to several other investment companies. Having served on the Operating Committee of Fidelity Investments and as a Managing Director and President of Fidelity Investments Institutional Services Company, he provides the Trust with significant asset management industry expertise. He also brings significant securities industry experience, having served as a developer and founder of several enterprises and private investment vehicles.
Erick R. Holt — Mr. Holt has substantial executive-level experience in the asset management industry, including extensive experience as General Counsel, Global Chief Risk Officer and Chief Compliance Officer of the holding company for the Manager and other affiliates. Because of his familiarity with the Fund Complex, the Manager and affiliated entities, he serves as an important information resource for the Independent Trustees.
James A. Jacobson — Mr. Jacobson has substantial executive and board experience in the financial services industry. He served for more than 15 years as a senior executive at a New York Stock Exchange (“NYSE”) specialist firm. He has also served on the NYSE Board of Directors, including terms as Vice Chair. As such, he provides significant expertise on matters relating to portfolio brokerage and trade execution. He also provides significant financial expertise and serves as the Audit
22
Oversight Committee’s Chair and has been determined by the Board to be an “audit committee financial expert.” He has expertise in investment company matters through his service as a trustee of another fund family.
Hans W. Kertess — Mr. Kertess has substantial executive experience inseveral open-end and closed-end funds managed by the investment management industry. He is the president of a financial advisory company, H. Kertess & Co.Adviser and a Senior Adviser of Royal Bank of Canada Capital Markets, and formerly served as a Managing Director of Royal Bank of Canada Capital Markets. Mr. Kertess also serves on the board of Street Contxt. He has significant expertise in the investment banking industry.
its affiliates.
Davey S. Scoon —
the Chairman or a senior officer.
Audit Oversight Committee.analyzing the investment performance of the Funds. In addition, the portfolio managers of the Funds and representatives of the Subadvisers meet with each Board periodically to discuss portfolio performance and answer the Board’s questions with respect to portfolio strategies and risks.
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Exchange Actresults of 1934,the audit of the Funds’ year-end financial statements.
The Board of each Fund has adopted a written Audit Oversight Committee charteris currently composed entirely of Independent Trustees, who are also considered “independent” for itspurposes of the listing standards of the New York Stock Exchange (the “NYSE”). The Audit Oversight Committee. A copy of the written charter for each Fund, as amended to date,Committee’s current members are Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond; James S. MacLeod; Philip R. McLoughlin; William B. Ogden, IV; Alan Rappaport; R. Keith Walton (ACV only); and Brian T. Zino, Chairperson. Mr. Walton also is attached to this Proxy Statement asExhibit A. A reportan Advisory Member of the Audit Oversight Committee of ACV,for AIO, NCV, NCZ, CBH, NIE and NFJ, dated March 23, 2018,NFJ. Each Board has determined that Mr. Zino possesses the technical attributes to qualify as an “audit committee financial expert,” and has designated him as an Audit Oversight Committee financial expert for each Fund.
Compliance Committee.Each Fund’s Compliance 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.
Contracts Committee.Eacheach Fund’s contracts committee (the “Contracts Committee”). The Contracts Committee is currently composed of Messrs. Drummond, Gallagher, Jacobson, Kertess, MacLeod, Ogden, Rappaport and Scoon and Ms. DeCotis, each of whom is an Independent Trustee. Ms. DeCotis is the current Chair of each Fund’s Contracts Committee. The Contracts Committee’s
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responsibilities includeresponsible for reviewing and considering the periodic renewal of the Funds’ investment advisory and administration and distribution agreements and plans.administration. The Contracts Committee was constituted on March 5, 2015, and prior to that date its responsibilities were carried out by all of the Funds’ Independent Trustees.
Governance and Nominating Committee.Each Fund’s Governance and Nominating Committee is currently composed entirely of Messrs. Drummond, Gallagher, Jacobson, Kertess, MacLeod,Independent Trustees; its current members are Sarah E. Cogan, Chairperson; Deborah A. DeCotis; F. Ford Drummond; James S. MacLeod; Philip R. McLoughlin; William B. Ogden, RappaportIV; Alan Rappaport; R. Keith Walton (ACV only); and Scoon, and Ms. DeCotis, each of whomBrian T. Zino. Mr. Walton also is an Independent Trustee. Mr. MacLeod isAdvisory Member of the current Chair ofContracts Committee for AIO, NCV, NCZ, CBH, NIE and NFJ.
Qualifications, Evaluation and Identification of Trustee Nominees.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 may take into account a wide variety of factors in considering Trustee candidates, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; (ii) relevant industry and related experience; (iii) educational background; (iv) ability, judgment and expertise; and (v) overall diversity of the Board’s composition. The Governance and Nominating Committee may consider candidates for Trustee recommended by the Funds’ current Trustees, the Funds’ officers, the Manager, shareholders of any Fund and any other source the Governance and Nominating Committee deems appropriate. The Governance and Nominating Committee may, but is not required to, retain a third-party search firm at the Funds’ expense to identify potential candidates.
Consideration of Candidates Recommended by Shareholders.The Governance and Nominating Committee of each Fund will review and consider nominees recommended by shareholders to serve as Trustee, provided that the recommending
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shareholder follows the “Procedures for Shareholders to Submit Nominee Candidates for the Allianz Global Investors U.S. SponsoredClosed-End 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. 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 athttps://us.allianzgi.com/documents/Nominating-Committee-Charter.
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 each Fund.
Performance Committee.Each Fund’s Performance Committee is currently composed of all of the Trustees. Mr. Rappaport is the current Chair of each Fund’s Performance Committee. The Performance Committee’s responsibilities includeresponsible for reviewing the performance of the Funds and any changes in investment philosophy, approach and personnel of the Manager.Adviser. The Performance Committee’s current members are: George R. Aylward; Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond; James S. MacLeod, Chairperson; Philip R. McLoughlin; William B. Ogden, IV; Alan Rappaport; R. Keith Walton (ACV only); and Brian T. Zino. Mr. Walton also is an Advisory Member of the Performance Committee was constituted on March 5, 2015,for AIO, NCV, NCZ, CBH, NIE and prior to that date its responsibilities were carried out by the full Board of each Fund.
NFJ.
Meetings.
With respect The Valuation Committee’s current members are: George R. Aylward; Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond; James S. MacLeod; Philip R. McLoughlin; William B. Ogden, IV, Chairperson; Alan Rappaport; R. Keith Walton (ACV only); and Brian T. Zino. Mr. Walton also is an Advisory Member of the Performance Committee for AIO, NCV, NCZ, CBH, NIE and NFJ.
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, NCV, NCZ, CBH, ACV, NIE and NFJ. | | | 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; Senior Vice President (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Senior Vice President (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Senior Vice President (since 2017) and Vice President (2008 to 2016), Virtus Mutual Fund Family; Senior Vice President (since 2017) and Vice President (2010 to 2016), Virtus Variable Insurance Trust; Senior Vice President (since 2017) | |
Name and Year of Birth | | | Position(s) Held with the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | | | and Vice President (2013 to 2016), Virtus Alternative Solutions Trust; Senior Vice President (2017 to 2021) and Vice President (2016 to 2017), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Senior Vice President (since 2017) and Vice President (2016 to 2017), Virtus Total Return Fund Inc. and Virtus Global Multi-Sector Income Fund; and Senior Vice President (2017 to 2019) and Vice President (2016 to 2017), the former Virtus Total Return Fund Inc. | |
Bradley, W. Patrick YOB: 1972 | | | Executive Vice President, Chief Financial Officer and Treasurer (since 2021), AIO, NCV, NCZ, CBH, ACV, NIE and NFJ. | | | Executive Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 to 2016) and various officer positions (since 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Executive Vice President, Chief Financial Officer and Treasurer (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Executive Vice President, Chief Financial Officer and Treasurer (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Director (since 2019), Virtus Global Funds ICAV; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2004), Virtus Variable Insurance Trust; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2006), Virtus Mutual Fund Family; | |
Name and Year of Birth | | | Position(s) Held with the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | | | Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013) and Chief Financial Officer and Treasurer (since 2010), Virtus Total Return Fund Inc.; Executive Vice President (2016 to 2019), Senior Vice President (2013 to 2016), Vice President (2012 to 2013), Chief Financial Officer and Treasurer (since 2010), the former Virtus Total Return Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2011), Virtus Global Multi-Sector Income Fund; Executive Vice President (2016 to 2021), Senior Vice President (2014 to 2016), Chief Financial Officer and Treasurer (2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016) and Chief Financial Officer and Treasurer (since 2013), Virtus Alternative Solutions Trust; Director (since 2013), Virtus Global Funds, PLC; and Vice President and Assistant Treasurer (since 2011), Duff & Phelps Utility and Infrastructure Fund Inc. | |
Engberg, Nancy J. YOB: 1956 | | | Senior Vice President and Chief Compliance Officer (since 2021), AIO, NCV, NCZ, CBH, ACV, NIE and NFJ. | | | Senior Vice President (since 2017), Vice President (2008 to 2017), Chief Compliance Officer (2008 to 2011 and since 2016) and various officer positions (since 2003), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President and Chief Compliance Officer (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Senior Vice | |
Name and Year of Birth | | | Position(s) Held with the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | | | President and Chief Compliance Officer (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus Mutual Fund Family; Senior Vice President (since 2017), Vice President (2010 to 2017) and Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund; Senior Vice President (since 2017), Vice President (2012 to 2017) and Chief Compliance Officer (since 2012), Virtus Total Return Fund Inc.; Senior Vice President (2017 to 2019), Vice President (2012 to 2017) and Chief Compliance Officer (2012 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Vice President (2013 to 2017 and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Trust; Senior Vice President (2017 to 2021), Vice President (2014 to 2017) and Chief Compliance Officer (2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Chief Compliance Officer (since 2015), ETFis Series Trust I; and Chief Compliance Officer (since 2015), Virtus ETF Trust II. | |
Fromm, Jennifer YOB: 1973 | | | Vice President (since 2021), Assistant Secretary (2021 to 2022) and Chief Legal | | | Vice President (since 2016) and Senior Counsel, Legal (since 2007) and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of | |
Name and Year of Birth | | | Position(s) Held with the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | Officer, Counsel and Secretary (since 2022), AIO, NCV, NCZ, CBH, ACV, NIE and NFJ. | | | its subsidiaries; Vice President, Chief Legal Officer, Counsel and Secretary (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Vice President, Chief Legal Officer, Counsel and Secretary (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Investment Trust and Virtus Strategy Trust; Vice President (since 2021), Assistant Secretary (2021 to 2022) and Chief Legal Officer, Counsel and Secretary (since 2022), Virtus AllianzGI Closed-End Funds; Vice President and Secretary (since 2020), DNP Select Income Fund Inc., Duff & Phelps Utility and Infrastructure Fund Inc. and DTF Tax-Free Income 2028 Term Fund Inc.; Vice President, Chief Legal Officer, Counsel and Secretary (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Vice President, Chief Legal Officer, Counsel and Secretary (since 2020), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Vice President (since 2017) and Assistant Secretary (since 2008), Virtus Mutual Funds Family; Vice President, Chief Legal Officer, Counsel and Secretary (since 2013), Virtus Variable Insurance Trust; and Vice President, Chief Legal Officer, Counsel and Secretary (since 2013), Virtus Alternative Solutions Trust. | |
Short, Julia R. YOB: 1972 | | | Senior Vice President (since 2021), AIO, NCV, NCZ, CBH, ACV, NIE and NFJ. | | | Senior Vice President, Product Development (since 2017), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President (since 2022), Virtus Stone Harbor | |
Name and Year of Birth | | | Position(s) Held with the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | | | Emerging Markets Income Fund, Virtus Stone Harbor Emerging Markets Total Income Fund, ETFis Series Trust I and Virtus ETF Trust II; Senior Vice President (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds; Senior Vice President (2018 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Senior Vice President (since 2018), Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Senior Vice President (2018 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Virtus Mutual Fund Family; and Managing Director, Product Manager, RidgeWorth Investments (2004 to 2017). | |
Smirl, Richard W. YOB: 1967 | | | Executive Vice President (since 2021), AIO, NCV, NCZ, CBH, ACV, NIE and NFJ. | | | Executive Vice President, Product Management (since 2021) and Executive Vice President and Chief Operating Officer (since 2021), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Executive Vice President (since 2022), Virtus Stone Harbor Emerging Markets Income Fund, Virtus Stone Harbor Emerging Markets Total Income Fund, ETFis Series Trust I and Virtus ETF Trust II; Executive Vice President (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust, Virtus Mutual Fund Family, Virtus Investment Trust, Virtus Strategy Trust, Virtus AllianzGI Closed-End Funds, Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Executive Vice President (May to June 2021), Duff & | |
Name and Year of Birth | | | Position(s) Held with the Fund and Length of Time Served | | | Principal Occupation(s) During Past 5 Years | |
| | | | | | Phelps Select MLP and Midstream Energy Fund Inc.; 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. | |
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Committee met in separate session four times. Each Trustee attended in person or via teleconference at least 75%reporting process, including the system of internal controls.
With respect to NCZ, during the fiscal year ended February 28, 2018, the Board of Trustees held four regular meetings and two special meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session three times, the Performance Committee met in separate session six times, the Contracts Committee met in separate session four times, the Compliance Committee met in separate session four times and the Valuation Committee met in separate session four times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NCZ that were held during the fiscal year ended February 28, 2018.
With respect to ACV, during the fiscal year ended January 31, 2018,2022, the Audit Oversight Committee: (1) reviewed and discussed each Fund’s 2022 audited financial statements with Management, (2) discussed with the independent auditors the matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board, (3) received and reviewed the written disclosures and the letter from the independent accountant required by applicable requirements of Trustees held four regular meetingsthe Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Oversight Committee concerning independence, and one special meeting. (4) discussed with the independent accountant its independence. Based on the foregoing reviews and discussions, the Audit Oversight 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 2022.
With respect2022, all audit, audit-related, tax and non-audit services provided by the Funds’ independent registered public accounting firm to NIE, during the fiscal year ended January 31, 2018,Adviser or NFJ Group, or any entity controlling, controlled by, or under common control with the Board of Trustees held four regular meetings and one special meeting. TheAdviser or Subadvisers, were pre-approved by each Fund’s Audit Oversight Committee met in separate session four times,Committee. For more information about the Governance and Nominating Committee met in separate session three times, the Performance Committee met in separate session five times, the Contracts Committee met in separate session five times, the Compliance Committee met in separate session four times and the Valuation Committee met in separate session four times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NIE that were held during the fiscal year ended January 31, 2018.
With respect to NFJ, during the fiscal year ended January 31, 2018, the Board of Trustees held four regular meetings and one special meeting. The Audit Oversight Committee met in separate session four times, the Governance and Nominating Committee met in separate session three times, the Performance Committee met in separate session five times, the Contracts Committee met in separate session five times, the Compliance Committee met in separate session four times and the Valuation Committee met in separate session four times. Each Trustee attended in person or via
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Funds’ independent registered public accounting firm, see “Additional Information — Independent Auditors.”
teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NFJ that were held during the fiscal year ended January 31, 2018.
With respect to CBH, during the fiscal year ended February 28, 2018, the Board of Trustees held three regular meetings, two special meetings and one organizational meeting. The Audit Oversight Committee met in separate session three times, the Governance and Nominating Committee met in separate session two times, the Performance Committee met in separate session four times, the Contracts Committee met in separate session two times, the Compliance Committee met in separate session two times and the Valuation Committee met in separate session two times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for CBH that were held during the fiscal year ended February 28, 2018.
The Trustees do not attend the annual shareholder meetings.
Section 16(a) Beneficial Ownership Reporting Compliance.Each Fund’s Trustees and certain officers, investment advisers, certain affiliated persons1% of the investment advisers and persons who beneficially own more than 10%Funds’ outstanding Shares. As of any classMay 23, 2022, the current Trustees owned Shares of
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outstanding securities of a Fund (i.e., a Fund’s Common Shares or Preferred Shares) are required to file forms reporting their affiliation with the Fund and reports of ownership and changes in ownership of the Fund’s securities with the Securities and Exchange Commission (the “SEC”) and the NYSE. These persons and entities are required by SEC regulation to furnish the Fund with copies of all such forms they file. Based solely on a review of these forms furnished to each Fund each Fund believesin the following amounts:
Name of Trustee | | | Dollar Range of Equity Securities in AIO | | | Dollar Range of Equity Securities in NCV | | | Dollar Range of Equity Securities in NCZ | | | Dollar Range of Equity Securities in CBH | |
Independent Trustees | | | | | | | | | | | |||
Sarah E. Cogan | | | $10,001 – $50,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | $10,001 – $50,000 | |
Deborah A. DeCotis | | | $10,001 – $50,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | None | |
F. Ford Drummond | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | |
James S. Macleod | | | $50,001 – $100,000 | | | $50,001 – $100,000 | | | $50,001 – $100,000 | | | None | |
Philip R. McLoughlin | | | $1 – $10,000 | | | $1 – $10,000 | | | None | | | None | |
William B. Ogden, IV | | | 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 | |
Brian T. Zino | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $1 – $10,000 | | | None | |
Interested Trustee | | | | | | | | | | | |||
George R. Aylward | | | $50,001 – $100,000 | | | $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 NIE | | | Dollar Range of Equity Securities in NFJ | | | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustees in Family of Registered Investment Companies* | |
Independent Trustees | | | | | | | | | | | |||
Sarah E. Cogan | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | Over $100,000 | |
Deborah A. DeCotis | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | Over $100,000 | |
F. Ford Drummond | | | $50,001 – $100,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | Over $100,000 | |
James S. Macleod | | | None | | | $10,001 – $50,000 | | | $50,001 – $100,000 | | | Over $100,000 | |
Philip R. McLoughlin | | | None | | | $1 – $10,000 | | | None | | | Over $100,000 | |
William B. Ogden, IV | | | None | | | None | | | None | | | Over $100,000 | |
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 | |
Brian T. Zino | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | Over $100,000 | |
Interested Trustee | | | | | | | | | | | |||
George R. Aylward | | | $10,001 – $50,000 | | | $50,001 – $100,000 | | | $50,001 – $100,000 | | | Over $100,000 | |
Required Vote.There-electionTrustee attendance at annual shareholder meetings. Six meetings of Messrs. Drummond, MacLeod and Eu and Ms. DeCotis and election of Mr. Holt to the Board of Trustees of NCV will requirewere held during the affirmative vote of a pluralityyear ended January 31, 2022.
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THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
ADDITIONAL INFORMATION
Executive and Other Officers of the Funds.The table below provides certain information concerning the executive officersyear ended January 31, 2022, each Trustee of the Funds and certain other officers who perform similar duties. Officers of NCV, NCZ, ACV, NIE, NFJ and CBH hold officeattended at the pleasureleast 75% of the relevanttotal number of Board meetings and until their successors are chosencommittee meetings of which such Trustee was a member.
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Each ofTrustees received the Funds’ executive officers is an “interested person” of each Fund (as defined in Section 2(a)(19) of the 1940 Act) as a result of his or her position(s)compensation set forth in the table above.
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Investment Manager.The Manager, located at 1633 Broadway, New York, New York 10019, servesbelow for serving as the investment managerTrustees of the Funds and is responsible for managingother funds in the Funds’ business affairs and administrative matters. AllianzGI U.S. is an investment adviser based in New York, Dallas and San Diego. The Manager is a majority-owned indirect subsidiary of Allianz SE, a publicly traded European insurance and financial services company.
Independent Registered Public Accounting Firm.The Audit Oversight Committee of each Fund’s Board and the full Board of each same
| | Name of Trustee | | | | Aggregate Compensation from ACV | | | | Aggregate Compensation from NIE | | | | Aggregate Compensation from NFJ | | | | Aggregate Compensation from NCV | | | ||||||||||||
| | Sarah E. Cogan | | | | | $ | 6,072 | | | | | | $ | 14,764 | | | | | | $ | 25,109 | | | | | | $ | 9,279 | | | |
| | Deborah A. DeCotis | | | | | $ | 5,205 | | | | | | $ | 12,655 | | | | | | $ | 21,522 | | | | | | $ | 7,953 | | | |
| | F. Ford Drummond | | | | | $ | 5,638 | | | | | | $ | 13,709 | | | | | | $ | 23,315 | | | | | | $ | 8,616 | | | |
| | Hans W. Kertess(1) | | | | | $ | 10,244 | | | | | | $ | 24,685 | | | | | | $ | 42,026 | | | | | | $ | 15,775 | | | |
| | James S. MacLeod | | | | | $ | 13,879 | | | | | | $ | 33,745 | | | | | | $ | 57,392 | | | | | | $ | 21,209 | | | |
| | Philip R. McLoughlin(2) | | | | | $ | 5,205 | | | | | | $ | 12,655 | | | | | | $ | 21,522 | | | | | | $ | 7,953 | | | |
| | William B. Ogden, IV | | | | | $ | 13,445 | | | | | | $ | 32,691 | | | | | | $ | 55,598 | | | | | | $ | 20,547 | | | |
| | Alan Rappaport | | | | | $ | 15,180 | | | | | | $ | 36,909 | | | | | | $ | 62,772 | | | | | | $ | 23,198 | | | |
| | Davey S. Scoon(1) | | | | | $ | 11,268 | | | | | | $ | 27,153 | | | | | | $ | 46,229 | | | | | | $ | 17,352 | | | |
| | R. Keith Walton(2) | | | | | $ | 1,107 | | | | | | $ | 2,781 | | | | | | $ | 4,712 | | | | | | $ | 1,644 | | | |
| | Brian T. Zino(2) | | | | | $ | 5,481 | | | | | | $ | 13,350 | | | | | | $ | 22,700 | | | | | | $ | 8,364 | | | |
| | Name of Trustee | | | | Aggregate Compensation from NCZ | | | | Aggregate Compensation from CBH | | | | Aggregate Compensation from AIO | | | | Total Compensation from the Funds and Fund Complex(3) | | | ||||||||||||
| | Sarah E. Cogan | | | | | $ | 7,009 | | | | | | $ | 3,106 | | | | | | $ | 16,328 | | | | | | $ | 302,500 | | | |
| | Deborah A. DeCotis | | | | | $ | 6,007 | | | | | | $ | 2,662 | | | | | | $ | 13,996 | | | | | | $ | 293,333 | | | |
| | F. Ford Drummond | | | | | $ | 6,508 | | | | | | $ | 2,884 | | | | | | $ | 15,162 | | | | | | $ | 297,917 | | | |
| | Hans W. Kertess(1) | | | | | $ | 11,915 | | | | | | $ | 5,303 | | | | | | $ | 27,553 | | | | | | $ | 137,500 | | | |
| | James S. MacLeod | | | | | $ | 16,020 | | | | | | $ | 7,099 | | | | | | $ | 37,322 | | | | | | $ | 146,668 | | | |
| | Philip R. McLoughlin(2) | | | | | $ | 6,007 | | | | | | $ | 2,662 | | | | | | $ | 13,996 | | | | | | $ | 671,917 | | | |
| | William B. Ogden, IV | | | | | $ | 15,519 | | | | | | $ | 6,877 | | | | | | $ | 36,156 | | | | | | $ | 142,083 | | | |
| | Alan Rappaport | | | | | $ | 17,522 | | | | | | $ | 7,765 | | | | | | $ | 40,821 | | | | | | $ | 160,417 | | | |
| | Davey S. Scoon(1) | | | | | $ | 13,106 | | | | | | $ | 5,833 | | | | | | $ | 30,308 | | | | | | $ | 151,250 | | | |
| | R. Keith Walton(2) | | | | | $ | 1,241 | | | | | | $ | 541 | | | | | | $ | 2,975 | | | | | | $ | 316,667 | | | |
| | Brian T. Zino(2) | | | | | $ | 6,318 | | | | | | $ | 2,797 | | | | | | $ | 14,740 | | | | | | $ | 345,833 | | | |
A representative of PwC, if requested by any Shareholder, will be present at theAnnual Meeting, via telephone to respond to appropriate questions from Shareholders and will have an opportunity to make a statement if he or she chooses to do so.
Pre-approval Policies and Procedures.Each Fund’s Audit Oversight Committee has adopted written policies relating to thepre-approval of audit and permittednon- audit services to be performed by the Fund’s independent registered public accounting firm. Under the policies, on an annual basis, a Fund’s Audit Oversight Committee reviews andpre-approves proposed audit and permittednon-audit services to be performed by the independent registered public accounting firm on behalf of the Fund. The President of each Fund alsopre-approves any permittednon-audit services to be provided to the Fund.
In addition, each Fund’s Audit Oversight Committeepre-approves annually any permittednon-audit services (including audit-related services) to be provided by the independent registered public accounting firm to the Manager and any entity controlling, controlled by, or under common control with the Manager that provides ongoing services to the Fund (together, the “Accounting Affiliates”), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Fund. Although the Audit Oversight Committee does notpre- approve all services provided by the independent registered public accounting firm to Accounting Affiliates (for instance, if the engagement does not relate directly to the operations and financial reporting of the Fund), the Committee receives an annual report from the independent registered public accounting firm showing the aggregate fees paid by Accounting Affiliates for such services.
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Each Fund’s Audit Oversight Committee may also from time to timepre-approve individualnon-audit services to be provided to the Fund or an Accounting Affiliate that were notpre-approved as part of the annual process described above. The Chairman of each Fund’s Audit Oversight Committee (or any other member of the Committee to whom this responsibility has been delegated) may alsopre-approve these individualnon-audit services, provided that the fee for such services does not exceed certainpre- determined dollar thresholds. Any suchpre-approval by the Chairman (or by a delegate) is reported to the full Audit Oversight Committee at its next regularly scheduled meeting.
Thepre-approval policies provide for waivers of the requirement that the Audit Oversight Committeepre-approve permittednon-audit services provided to the Funds or their Accounting Affiliates pursuant to de minimis exceptions described in Section 10A of the Exchange Act and applicable regulations (referred to herein as the “de minimis exception”).
Audit Fees.Audit Fees are fees related to the audit and review of the financial statements included in annual reports and registration statements, and other services that are normally provided in connection with statutory and regulatory filings or engagements. For each Fund’s last two fiscal years, the Audit Fees billed by PwC are shown in the table below:
Fund | Fiscal Year Ended | Audit Fees | ||||
NIE | January 31, 2018 | $ | 71,518 | |||
January 31, 2017 | $ | 64,581 | ||||
NFJ | January 31, 2018 | $ | 87,039 | |||
January 31, 2017 | $ | 79,650 | ||||
ACV | January 31, 2018 | $ | 69,581 | |||
January 31, 2017 | $ | 62,700 | ||||
NCV | February 28, 2018 | $ | 77,062 | |||
February 28, 2017 | $ | 69,963 | ||||
NCZ C | February 28, 2018 | $ | 77,062 | |||
February 28, 2017 | $ | 69,963 | ||||
CBH* | February 28, 2018 | $ | 70,000 |
Audit-Related Fees are fees related to assurance and related services that are reasonably related to the performance of the audit or review of financial statements, but not reported under “Audit Fees” above, and that include accounting consultations, agreed-upon procedure reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares), attestation reports and comfort letters. The table below shows, for each Fund’s last two fiscal years, the Audit-Related Fees billed by PwC to that Fund. During those fiscal years, there were no Audit-Related
34
Fees billed by PwC to the Funds’ Accounting Affiliates for audit-related services related directly to the operation and financial reporting of the Funds.
Fund | Fiscal Year Ended | Audit-Related Fees | ||||
NIE | January 31, 2018 | $ | 0 | |||
January 31, 2017 | $ | 0 | ||||
NFJ | January 31, 2018 | $ | 0 | |||
January 31, 2017 | $ | 0 | ||||
ACV | January 31, 2018 | $ | 0 | |||
January 31, 2017 | $ | 0 | ||||
NCV | February 28, 2018 | $ | 11,086 | |||
February 28, 2017 | $ | 10,764 | ||||
NCZ | February 28, 2018 | $ | 17,738 | |||
February 28, 2017 | $ | 17,222 | ||||
CBH* | February 28, 2018 | $ | 0 |
Tax Fees.Tax Fees are fees associated with tax compliance, tax advice and tax planning, including services relating to the filing or amendment of federal, state or local income tax returns, regulated investment company qualification reviews, and tax distribution and analysis reviews. The table below shows, for each Fund’s last two fiscal years, the aggregate Tax Fees billed by PwC to each Fund. During those fiscal years, there were no Tax Fees billed by PwC to the Funds’ Accounting Affiliates for audit-related services related directly to the operation and financial reporting of the Funds:
Fund | Fiscal Year Ended | Tax Fees | ||||
NIE | January 31, 2018 | $ | 16,167 | |||
January 31, 2017 | $ | 15,696 | ||||
NFJ | January 31, 2018 | $ | 18,255 | |||
January 31, 2017 | $ | 17,723 | ||||
ACV | January 31, 2018 | $ | 18,255 | |||
January 31, 2017 | $ | 17,723 | ||||
NCV | February 28, 2018 | $ | 17,534 | |||
February 28, 2017 | $ | 17,023 | ||||
NCZ | February 28, 2018 | $ | 17,534 | |||
February 28, 2017 | $ | 17,023 | ||||
CBH* | February 28, 2018 | $ | 17,500 |
All Other Fees.All Other Fees are fees related to services other than those reported above under “Audit Fees,” “Audit-Related Fees” and “Tax Fees.” For each Fund’s last two fiscal years, no such fees were billed by PwC to the Fund or the Fund’s Accounting Affiliates.
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During the periods indicated in the tables above, no services described under “Audit-Related Fees,” “Tax Fees” or “All Other Fees” were approved pursuant to the de minimis exception.
AggregateNon-Audit Fees.The aggregatenon-audit fees billed by PwC, during each Fund’s last two fiscal years, for services rendered to each Fund and the Fund’s Accounting Affiliates are shown in the table below:
Fund | Fiscal Year Ended | Aggregate Non-Audit Fees for Fund | Non-Audit Fees for Accounting Affiliates | Aggregate Non-Audit Fees | ||||||||||
NIE | January 31, 2018 | $ | 16,167 | $ | 3,750,706 | $ | 3,766,873 | |||||||
January 31, 2017 | $ | 15,696 | $ | 4,584,534 | $ | 4,600,230 | ||||||||
NFJ | January 31, 2018 | $ | 18,255 | $ | 3,750,706 | $ | 3,768,961 | |||||||
January 31, 2017 | $ | 17,723 | $ | 4,584,534 | $ | 4,602,257 | ||||||||
ACV | January 31, 2018 | $ | 18,255 | $ | 3,750,706 | $ | 3,768,961 | |||||||
January 31, 2017 | $ | 17,723 | $ | 4,584,534 | $ | 4,602,257 | ||||||||
NCV | February 28, 2018 | $ | 28,620 | $ | 3,739,620 | $ | 3,768,240 | |||||||
February 28, 2017 | $ | 27,787 | $ | 4,573,770 | $ | 4,601,557 | ||||||||
NCZ | February 28, 2018 | $ | 35,272 | $ | 3,732,968 | $ | 3,768,240 | |||||||
February 28, 2017 | $ | 34,245 | $ | 4,567,312 | $ | 4,601,557 | ||||||||
CBH | February 28, 2018 | $ | 17,500 | $ | 3,750,740 | $ | 3,768,240 |
Each Fund’s Audit Oversight Committee has determined that the provision by PwC ofnon-audit services to the Fund’s Accounting Affiliates that were notpre- approved by the Committee was compatible with maintaining the independence of PwC as the Fund’s principal auditors.
Other Business.As of the date of this Proxy Statement, each Fund’s officers and the Manager know of no business to come before the Meeting other than as set forth in the Notice. If any other business is properly brought before the Meeting, the persons named as proxies will vote in their sole discretion.
Quorum, Adjournments and Methods of Tabulation.A quorum for each of NCV, NCZ, NIE and NFJ at the applicable 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 suchthe 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 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 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. A quorum for ACV, CBH or CBHAIO at its Meeting will consist of the presence in person (virtually) or by proxy of thirty-three andone-third percent (33
36
vote will be necessary to constitute a quorum for the transaction of business by that class.
Votes cast
Reports to Shareholders.Below are the dates on or about which the Annual Reports to Shareholders for the most recently completed fiscal year of each Fund were mailed:
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Additional copiesGroup. NFJ Group is an affiliate of the Funds’ Annual ReportsAdviser and, Semi-Annual Reports may be obtained without charge fromlike the Funds by calling1-800-254-5197 or by writing to the FundsAdviser, an indirect wholly owned subsidiary of Virtus. NFJ Group is located at 2100 Ross Avenue, Suite 700, Dallas, TX 75201. AllianzGI US is located at 1633 Broadway, New York, New York 10019.
Shareholder Proposals10019, and is a majority-owned indirect subsidiary of Allianz SE, a publicly traded European-based multinational insurance and financial services holding company.
Fund | | | Fiscal Year Ended | | | Audit Fees | | | Audit-Related Fees* | | | Tax Fees** | | | All Other Fees | | ||||||||||||
AIO | | | January 31, 2022 | | | | $ | 40,500 | | | | | $ | 2,158 | | | | | $ | 14,950 | | | | | $ | 0 | | |
AIO | | | January 31, 2022 | | | | $ | 72,520 | | | | | $ | 0 | | | | | $ | 12,000 | | | | | $ | 0 | | |
NCV | | | January 31, 2022 | | | | $ | 44,000 | | | | | $ | 19,158 | | | | | $ | 14,950 | | | | | $ | 0 | | |
NCV | | | January 31, 2022 | | | | $ | 83,356 | | | | | $ | 17,738 | | | | | $ | 12,000 | | | | | $ | 0 | | |
NCZ | | | January 31, 2022 | | | | $ | 44,000 | | | | | $ | 19,158 | | | | | $ | 14,950 | | | | | $ | 0 | | |
NCZ | | | January 31, 2022 | | | | $ | 80,459 | | | | | $ | 17,738 | | | | | $ | 12,000 | | | | | $ | 0 | | |
CBH | | | January 31, 2022 | | | | $ | 44,000 | | | | | $ | 19,158 | | | | | $ | 14,950 | | | | | $ | 0 | | |
CBH | | | January 31, 2022 | | | | $ | 74,500 | | | | | $ | 17,738 | | | | | $ | 12,000 | | | | | $ | 0 | | |
ACV | | | January 31, 2022 | | | | $ | 40,500 | | | | | $ | 2,289 | | | | | $ | 14,950 | | | | | $ | 0 | | |
ACV | | | January 31, 2021 | | | | $ | 75,993 | | | | | $ | 0 | | | | | $ | 12,000 | | | | | $ | 0 | | |
NIE | | | January 31, 2022 | | | | $ | 40,500 | | | | | $ | 2,833 | | | | | $ | 14,950 | | | | | $ | 0 | | |
NIE | | | January 31, 2021 | | | | $ | 66,503 | | | | | $ | 0 | | | | | $ | 12,000 | | | | | $ | 0 | | |
NFJ | | | January 31, 2022 | | | | $ | 40,500 | | | | | $ | 3,501 | | | | | $ | 14,950 | | | | | $ | 0 | | |
NFJ | | | January 31, 2021 | | | | $ | 78,671 | | | | | $ | 0 | | | | | $ | 12,000 | | | | | $ | 0 | | |
Title of Class | | | Name and Address of Beneficial Ownership | | | No. of Shares | | | Percent of Class | | ||||||
Common Shares of CBH | | | Morgan Stanley 1585 Broadway New York, NY 10036 | | | | | 1,034,495 | | | | | | 5.66% | | |
Common Shares of CBH | | | Punch & Associates Investment Management Inc.7701 France Ave South, Suite 300 Edina MN 55435 | | | | | 939,219 | | | | | | 5.14% | | |
Preferred Shares of NCV | | | UBS Group AG Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland | | | | | 8,056 | | | | | | 67.83%(1) | | |
Cumulative Preferred Shares of NCV | | | RiverNorth Capital Management LLC 325 N. LaSalle Street, Suite 645 Chicago, IL 60654 | | | | | 331,750 | | | | | | 8.29% | | |
Cumulative Preferred Shares of NCV | | | Louisiana Workers Compensation Corp 2237 South Acadian Thruway Baton Rouge LA 70808 | | | | | 324,146 | | | | | | 8.10% | | |
Cumulative Preferred Shares of NCV | | | Fidelity National Financial, Inc., 601 Riverside Ave, Jacksonville, FL 32204 | | | | | 231,936 | | | | | | 5.80% | | |
Cumulative Preferred Shares of NCV | | | Americo Financial Life & Annuity Ins PO Box 410288 Kansas City MO 64141-0288 | | | | | 215,000 | | | | | | 5.38% | | |
Common Shares of NCV | | | Bank of America Corp 100 N Tryon St Charlotte NC 28255 | | | | | 4,719,727 | | | | | | 5.22% | | |
Preferred Shares of NCZ | | | UBS Group AG Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland | | | | | 5,636 | | | | | | 52.35%(1) | | |
Cumulative Preferred Shares of NCZ | | | Fidelity National Financial, Inc., 601 Riverside Ave, Jacksonville, FL 32204 | | | | | 475,000 | | | | | | 10.89% | | |
Preferred Shares of ACV | | | Metropolitan Life Insurance Co/NY One MetLife Way Whippany, NJ 07981 | | | | | 1,200,000 | | | | | | 100% | | |
Title of Class | | | Name and Address of Beneficial Ownership | | | No. of Shares | | | Percent of Class | | ||||||
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 ACV | | | Advisors Asset Management Inc. 18925 Base Camp Road Monument CO 80132 | | | | | 560,706 | | | | | | 5.50% | | |
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 | | | Parametric Portfolio Associates LLC 800 Fifth Avenue, Suite 2800 Seattle, WA 98104 | | | | | 7,748,300 | | | | | | 8.17% | | |
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE APPLICABLE MEETING IN PERSON OR BY PROXY, NO MATTER HOW MANY SHARES YOU OWN. IF YOU DO NOT EXPECT TO ATTEND THE APPLICABLE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE APPLICABLE ENCLOSED PROXY OR PROXIES IN THE
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ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. PLEASE MARK AND MAIL YOUR PROXY OR PROXIES PROMPTLY IN ORDER TO SAVE THE FUNDS ANY ADDITIONAL COSTS OF FURTHER PROXY SOLICITATIONS AND IN ORDER FOR THE APPLICABLE MEETING TO BE HELD AS SCHEDULED.
June 4, 2018
39
Exhibit A
Audit Oversight Committee Charter
Allianz Global Investors U.S. LLC SponsoredClosed-End Funds
(Adopted as of January 14, 2004, as amended through June 14, 2011)
The Board of Trustees or Directors (each a “Board”)the Bylaws of each Fund, a current copy of which may be obtained without charge upon request from the Funds’ Secretary. If a Fund does not receive timely notice pursuant to the Bylaws, the proposal will be excluded from consideration at the meeting.
Statement of Purpose and Functions
The Committee’s general purpose is to oversee the Fund’s accounting and financial reporting policies and practices and its internal controls, including by assisting with the Board’s oversight of the integrity of the Fund’s financial statements, the Fund’s compliance with legal and regulatory requirements, the qualifications and independence of the Fund’s independent registered public accounting firm (“IA”), and the performance of the Fund’s internal control systems and IA. The Committee’s purpose is also to prepare reports required by Securities and Exchange Commission rules to be includedpersons named in the Fund’s annualenclosed form of proxy statements, if any.
The Committee’s function is oversight. While the Committee has the responsibilities set forth in this Charter, it is not the responsibility of the Committee to plan or conduct audits, to prepare or determine that the Fund’s financial statements are complete and accurate and arevote such proxy in accordance with generally accepted accounting principles, or to assure compliance with laws, regulations or any internal rules or policies of the Fund.their judgment on such matters.
40
Membership
The Committee shall be comprised of as many trustees as the Board shall determine, but in any event not less than three (3) Trustees. Each member of the Committee must be a member of the Board. The Board may remove or replace any member of the Committee at any time in its sole discretion. One or more members of the Committee may be designated by the Board as the Committee’s chairman or
Each member of the Committee may not be an “interested person” of the Fund, as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and must otherwise satisfy the standards for independence of an audit committee member of an investment company issuer as set forth in Rule10A-3(b) (taking into account any exceptions to those requirements set for in such rule) under the Securities Exchange Act of 1934, as amended, and under applicable listing standards of the New York Stock Exchange (the “NYSE”). Each member of the Committee must be “financially literate” (or must become so within a reasonable time after his or her appointment to the Committee) and at least one member of the Committee must have “accounting or related financial management expertise,” in each case as the Board interprets such qualification in its business judgment under NYSE listing standards.
Responsibilities and Duties
The Committee’s policies and procedures shall remain flexible to facilitate the Committee’s ability to react to changing conditions and to generally discharge its functions. The following describe areas of attention in broad terms. The Committee shall:
1. Determine the selection, retention or termination of the Fund’s IA based on an evaluation of their independence and the nature and performance of the audit and any permittednon-audit services. Decisions by the Committee concerning the selection, retention or termination of the IA shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a) of the Investment Company Act. The Fund’s IA must report directly to the Committee, which shall be responsible for resolution of disagreements between management and the IA relating to financial reporting.
2. To consider the independence of the Fund’s IA at least annually, and in connection therewith receive on a periodic basis formal written disclosures and letters from the IA as required by Rule 3526 of the Public Company Accounting Oversight Board.
3. To the extent required by applicable regulations,pre-approve (i) all audit and permittednon-audit services rendered by the IA to the Fund and (ii) allnon-audit services rendered by the IA to the Fund’s investment advisers (includingsub-advisers)
41
and to certain of the investment advisers’ affiliates. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
4. Review the fees charged by the IA to the Fund, the investment advisers and certain affiliates of the investment advisers for audit, audit-related and permittednon-audit services.
5. If and to the extent that the Fund intends to have employees, set clear policies for the hiring by the Fund of employees or former employees of the Fund’s IA.
6. Obtain and review at least annually a report from the IA describing (i) the IA’s internal quality-control procedures and (ii) any material issues raised (a) by the IA’s most recent internal quality-control review or peer review or (b) by any governmental or other professional inquiry or investigation performed within the preceding five years respecting one or more IA carried out by the firm, and any steps taken to address any such issues.
7. Review with the Fund’s IA arrangements for and the scope of the annual audit and any special audits, including the form of any opinion proposed to be rendered to the Board and shareholders of the Fund.
8. Meet with management and the IA to review and discuss the Fund’s annual audited financial statements, including a review of any specific disclosures of management’s discussion of the Fund’s investment performance; and, with respect to the Fund’s audited financial statements, discuss with the IA matters required by Statement of Accounting Standards (“SAS”) No. 61 and any other matters required to be reported to the Committee under applicable law; and provide a statement whether, based on its review of the Fund’s audited financial statements, the Committee recommends to the Board that the audited financial statements be included in the Fund’s Annual Report.
Meet with management to review and discuss the Fund’s unaudited financial statements included in the semi-annual report, including, if any, a review of any specific disclosure of management’s discussion of the Fund’s investment performance.
9. Discuss with management and, as needed, the IA the Fund’s unaudited financial statements.
10. Review with the IA any audit problems or difficulties encountered in the course of their audit work and management’s responses thereto.
11. Review with management and, as applicable, with the IA the Fund’s accounting and financial reporting policies, practices and internal controls, including the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the IA.
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12. Discuss with management its policies with respect to risk assessment and risk management.
13. Discuss with management any press releases discussing the Fund’s investment performance and other financial information about the Fund, as well as any financial information provided by management to analysts or rating agencies. The Committee may discharge this responsibility by discussing the general types of information to be disclosed by the Fund and the form of presentation (i.e.,acase-by- case review is not required) and need not discuss in advance each such release of information.
14. Establish procedures for (i) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Fund, the Fund’s investment advisers, administrator, principal underwriter (if any) or any other provider of accounting-related services for the investment advisers of concerns regarding accounting or auditing matters.
15. Investigate or initiate the investigation of any improprieties or suspected improprieties in the Fund’s accounting operations or financial reporting.
16. Review with counsel legal and regulatory matters that have a material impact on the Fund’s financial and accounting reporting policies and practices or its internal controls.
17. Report to the Board on a regular basis (at least annually) on the Committee’s activities.
18. Perform such other functions consistent with this Charter, the Agreement and Declaration of Trust and Bylaws applicable to the Fund, and applicable law or regulation, as the Committee or the Board deems necessary or appropriate.
The Committee may delegate any portion of its authority and responsibilities as set forth in this Charter to a subcommittee of one or more members of the Committee.
Meetings
At least annually, the Committee shall meet separately with the IA and separately with the representatives of Fund management responsible for the financial and accounting operations of the Fund. The Committee shall hold other regular or special meetings as and when it deems necessary or appropriate.
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Outside Resources and Assistance from Management
The appropriate officers of the Fund shall provide or arrange to provide such information, data and services as the Committee may request. The Committee shall have the authority to engage at the Fund’s expense independent counsel and other experts and consultants whose expertise the Committee considers necessary to carry out its responsibilities. The Fund shall provide for appropriate funding, as determined by the Committee, for the payment of: (i) compensation of the Fund’s IA for the issuance of an audit report relating to the Fund’s financial statements or the performance of other audit, review or attest services for the Fund; (ii) compensation of independent legal counsel or other advisers retained by the Committee; and
(iii) ordinary administrative expenses of the Committee that are necessary or appropriate in fulfilling its purposes or carrying out its responsibilities under this Charter.
Annual Evaluations
The Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. In addition, the performance of the Committee shall be reviewed at least annually by the Board.
Adoption and Amendments
The Board shall adopt and approve this Charter and may amend the Charter at any time on the Board’s own motion.
44
Appendix A
Funds Subject to this Charter
ALLIANZGI NFJ DIVIDEND, INTEREST & PREMIUM STRATEGY FUND (“NFJ”)
ALLIANZGI CONVERTIBLE & INCOME FUND (“NCV”)
ALLIANZGI CONVERTIBLE & INCOME FUND II (“NCZ”)
ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND (“NIE”)
ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND (“ACV”)
ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND (“CBH”)
A-1
ExhibitB-1 to Proxy Statement
Report of Audit Oversight Committee
of the Board of Trustees of
AllianzGI Diversified Income & Convertible Fund (“ACV”)
AllianzGI NFJ Dividend, Interest & Premium Strategy Fund (“NFJ”)
AllianzGI Equity & Convertible Income Fund (“NIE”)
(each a “Fund”)
The Audit Oversight Committee (the “Committee”) oversees each Fund’s financial reporting process on behalf of the Board of Trustees of each Fund (the “Board”) 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 Committee’s and independent accountant’s responsibilities, Management has advised that each Fund’s financial statements for the fiscal year ended January 31, 2018 were prepared in conformity with the generally accepted accounting principles.
The Committee has reviewed and discussed with Management and PricewaterhouseCoopers LLP (“PwC”), each Fund’s independent registered public accounting firm, the audited financial statements for the fiscal year ended January 31, 2018. The Committee has discussed with PwC the matters required to be discussed by Statements on Auditing Standard No. 61 (SAS 61). SAS 61 requires the independent registered public accounting firm to communicate to the Committee matters including, if applicable: 1) methods used to account for significant unusual transactions; 2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; 3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding the reasonableness of those estimates; and 4) disagreements with Management over the application of accounting principles and certain other matters.
With respect to each Fund, the Committee has received the written disclosure and the letter from PwC required by Rule 3526 of the Public Company Accounting Oversight Board (requiring registered public accounting firms to make written disclosure to and discuss with the Committee various matters relating to the auditor’s independence), and has discussed with PwC their independence. The Committee has also reviewed the aggregate fees billed by PwC for professional services rendered to each Fund and fornon-audit services provided to Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), each Fund’s investment manager, and any entity controlling, controlled by or under common control with AllianzGI U.S. that provided services to a Fund. As part of this review, the Committee considered, in addition to other practices and requirements relating to selection of each Fund’s independent registered public accounting firm, whether the provision of suchnon-audit services was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee presents this Report to the Board and recommends that (1) the audited financial statements for the fiscal year ended January 31, 2018 be included in the relevant Fund’s Annual Report to shareholders for such fiscal year, (2) such Annual Report be filed with the Securities and Exchange Commission and the New York Stock Exchange, and (3) PwC be reappointed as each Fund’s independent registered public accounting firm for the fiscal year ending January 31, 2019.
Submitted by the Audit Oversight Committee of the Board of Trustees:
Deborah A. DeCotis
F. Ford Drummond
Bradford K. Gallagher
James A. Jacobson
Hans W. Kertess
James S. MacLeod
William B. Ogden, IV
Alan Rappaport
Davey S. Scoon
B-1
ExhibitB-2 to Proxy Statement
Report of Audit Oversight Committee
of the Board of Trustees of
Virtus AllianzGI Convertible & Income Fund (“NCV”)
Virtus AllianzGI Convertible & Income Fund II (“NCZ”)
Virtus AllianzGI Convertible & Income
2024 Target Term Fund (“CBH”)
Virtus AllianzGI Diversified Income & Convertible Fund
Virtus AllianzGI Equity & Convertible Income Fund
Virtus Dividend, Interest & Premium
Strategy Fund.
(each, a “Fund”)
The Audit Oversight Committee (the “Committee”) oversees each Fund’s financial reporting processEVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE INTERNET Log on behalf ofto: www.proxy-direct.com or scan the Board of Trustees of each Fund (the “Board”)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 VOTE BY MAIL Vote, sign and operates under a written Charter adopted by the Board. The Committee meets with the Funds’ management (“Management”)date this Proxy Card 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 Committee’s and independent accountant’s responsibilities, Management has advised that each Fund’s financial statements for the fiscal year ended February 28, 2018 were prepared in conformity with the generally accepted accounting principles.
The Committee has reviewed and discussed with Management and PricewaterhouseCoopers LLP (“PwC”), each Fund’s independent registered public accounting firm, the audited financial statements for the fiscal year ended February 28, 2018. The Committee has discussed with PwC the matters required to be discussed by Statements on Auditing Standard No. 61 (SAS 61). SAS 61 requires the independent registered public accounting firm to communicate to the Committee matters including, if applicable: 1) methods used to account for significant unusual transactions; 2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; 3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding the reasonableness of those estimates; and 4) disagreements with Management over the application of accounting principles and certain other matters.
With respect to each Fund, the Committee has received the written disclosure and the letter from PwC required by Rule 3526 of the Public Company Accounting Oversight Board (requiring registered public accounting firms to make written disclosure to and discuss with the Committee various matters relating to the auditor’s independence), and has discussed with PwC their independence. The Committee has also reviewed the aggregate fees billed by PwC for professional services rendered to each Fund and fornon-audit services provided to Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), each Fund’s investment manager, and any entity controlling, controlled by or under common control with AllianzGI U.S. that provided services to a Fund. As part of this review, the Committee considered, in addition to other practices and requirements relating to selection of each Fund’s independent registered public accounting firm, whether the provision of suchnon-audit services was compatible with maintaining the independence of PwC.
Based on the foregoing review and discussions, the Committee presents this Report to the Board and recommends that (1) the audited financial statements for the fiscal year ended February 28, 2018 be includedreturn in the relevant Fund’s Annual Report to shareholders for such fiscal year, (2) such Annual Report be filed with the Securities and Exchange Commission and the New York Stock Exchange, and (3) PwC be reappointed as each Fund’s independent registered public accounting firm for the fiscal year ending February 28, 2019.
Submitted by the Audit Oversight Committee of the Board of Trustees:
Deborah A. DeCotis
F. Ford Drummond
Bradford K. Gallagher
James A. Jacobson
Hans W. Kertess
James S. MacLeod
William B. Ogden, IV
Alan Rappaport
Davey S. Scoon
B-2
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PROXY IN CONNECTION WITH THE JOINT ANNUALpostage-paid envelope VIRTUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Convertible & Income Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be heldfollowing Website: www.meetnow.global/MWAVQWH on July 12 2018 at 3:30 p.m. Eastern Time To participate in the offices of Allianz Global Investors U.S. LLC, 1633 Broadway, New York, NY 10019, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. The undersigned named will voteVirtual Meeting, enter the shares represented by this proxy in accordance with14-digit control number from the choices madeshaded box on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly comecard. Please detach at perforation before the Joint Annual Meeting or any adjournment thereof.
THISmailing. PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.The Proxy Statement is also available atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑
2022 COMMON STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat theTRUSTEES. The undersigned Preferred Shareholder of AllianzGI Convertible & Income Fund hereby appoints Scott Whisten, Thomas J. FuccilloJennifer Fromm, George R. Aylward and Angela Borreggine,W. Patrick Bradley, and each of them separately, with full power of substitution and re-substitution,revocation, as proxies to voterepresent the undersigned at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at the following Website: www.meetnow.global/MWAVQWH on July 12, 20182022 at the offices of Allianz Global Investors U.S., LLC 1633 Broadway, New York, NY 10019, at 10:00 a.m. (Eastern Time),3:30 p.m. Eastern Time and at any adjournment thereof. Theand all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, which the undersigned named willwould be entitled to vote, with all powers the shares represented by this proxyundersigned would possess if personally present, in accordance with the choices madeinstructions indicated herein. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this ballot. If thiscard. 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 AllianzGI Artificial Intelligence & Technology Opportunities Fund. This proxy card when properly executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR”in the proposal.Discretionary authority is hereby conferred as tomanner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTEthereof. If no direction is made, this proxy will be voted “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for a discussion of the Proposal.
Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. AIO_32775_050522 PLEASE VOTE,MARK, SIGN, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT NOTICE REGARDINGImportant Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1a, 1b, 1c and 1d. FOR AGAINST ABSTAIN 1a. Election of Trustee (Class III): FOR WITHHOLD George R. Aylward 1b. Election of Trustee (Class III): FOR WITHHOLD 01. Sarah E. Cogan 1c. Election of Trustee (Class III): FOR WITHHOLD 01. Deborah A. DeCotis 1d. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures This section must be completed for your vote to be counted. Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) Please print date below Signature 1 Please keep signature within the box Signature 2 Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx AIO 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE AVAILABILITY OFINTERNET 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 VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: www.meetnow.global/MWAVQWH, on July 12 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.The Proxy Statement is also available atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑
2022 COMMON STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat theTRUSTEES. The undersigned Common Shareholder of AllianzGI Convertible & Income Fund II hereby appoints Scott Whisten, Thomas J. FuccilloJennifer Fromm, George R. Aylward and Angela Borreggine,W. Patrick Bradley, and each of them separately, with full power of substitution and re-substitution,revocation, as proxies to voterepresent the undersigned at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at the following Website: www.meetnow.global/MWAVQWH on July 12, 20182022 at the offices of Allianz Global Investors U.S., LLC, 1633 Broadway, New York, NY 10019, at 10:00 a.m. (Eastern Time),3:30 p.m. Eastern Time and at any adjournment thereof. Theand all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus AllianzGI Convertible & Income Fund, which the undersigned named willwould be entitled to vote, with all powers the shares represented by this proxyundersigned would possess if personally present, in accordance with the choices madeinstructions indicated herein. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this ballot. If thiscard. 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 AllianzGI Convertible & Income Fund. This proxy card when properly executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR”in the proposal.Discretionary authority is hereby conferred as tomanner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTEthereof. If no direction is made, this proxy will be voted “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for a discussion of the Proposal.
Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCV_32775_050522 PLEASE VOTE,MARK, SIGN, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT NOTICE REGARDINGImportant Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 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 1e, 1g and 1h. 1e. Election of Trustee (Class I): FOR WITHHOLD William B. Ogden, IV 1g. Election of Trustee (Class I): FOR WITHHOLD 01. Alan Rappaport 1h. Election of Trustee (Class III): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the 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 NCV1 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE AVAILABILITY OFINTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours Please detach at perforation before mailing. PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.The Proxy Statement is also available atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑
2022 PREFERRED STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat theTRUSTEES. The undersigned Preferred Shareholder of AllianzGI Convertible & Income Fund II hereby appoints Scott Whisten, Thomas J. FuccilloJennifer Fromm, George R. Aylward and Angela Borreggine,W. Patrick Bradley, and each of them separately, with full power of substitution and re-substitution,revocation, as proxies to voterepresent the undersigned at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at the following Website: www.meetnow.global/MWAVQWH on July 12, 20182022 at the offices of Allianz Global Investors U.S., LLC, 1633 Broadway, New York, NY 10019, at 10:00 a.m. (Eastern Time),3:30 p.m. Eastern Time and at any adjournment thereof. Theand all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus AllianzGI Convertible & Income Fund, which the undersigned named willwould be entitled to vote, with all powers the shares represented by this proxyundersigned would possess if personally present, in accordance with the choices madeinstructions indicated herein. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this ballot. If thiscard. 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 AllianzGI Convertible & Income Fund. This proxy card when properly executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR”in the proposal.Discretionary authority is hereby conferred as tomanner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTEthereof. If no direction is made, this proxy will be voted “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for a discussion of the Proposal.
Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCV_32775_052722_Pref PLEASE VOTE,MARK, SIGN, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT NOTICE REGARDINGImportant Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 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 1e, 1f, 1g and 1h. 1e. Election of Trustee (Class I): FOR WITHHOLD William B. Ogden, IV 1f. Election of Trustee (Class I): FOR WITHHOLD Philip R. McLoughlin 1g. Election of Trustee (Class I): FOR WITHHOLD 01. Alan Rappaport 1h. Election of Trustee (Class III): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the 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 NCV2 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE AVAILABILITY OFINTERNET 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 VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: www.meetnow.global/MWAVQWH on July 12 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.The Proxy Statement is also available atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑
2022 COMMON STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat theTRUSTEES. The undersigned Common Shareholder of AllianzGI Diversified Income & Convertible Fund hereby appoints Scott Whisten, Thomas J. FuccilloJennifer Fromm, George R. Aylward and Angela Borreggine,W. Patrick Bradley, and each of them separately, with full power of substitution and re-substitution,revocation, as proxies to voterepresent the undersigned at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at the following Website: www.meetnow.global/MWAVQWH on July 12, 20182022 at the offices of Allianz Global Investors U.S. LLC, 1633 Broadway, New York, NY 10019, at 10:00 a.m. (Eastern Time),3:30 p.m. Eastern Time and at any adjournment thereof. Theand all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus AllianzGI Convertible & Income Fund II, which the undersigned named willwould be entitled to vote, with all powers the shares represented by this proxyundersigned would possess if personally present, in accordance with the choices madeinstructions indicated herein. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this ballot. If thiscard. 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 AllianzGI Convertible & Income Fund II. This proxy card when properly executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR”in the proposal.Discretionary authority is hereby conferred as tomanner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTEthereof. If no direction is made, this proxy will be voted “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for a discussion of the Proposal.
Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCZ_32775_050522 PLEASE VOTE,MARK, SIGN, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT NOTICE REGARDINGImportant Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 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: A A.Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1j, 1k and 1l. 1j. Election of Trustee (Class I): FOR WITHHOLD William B. Ogden, IV 1k. Election of Trustee (Class I): FOR WITHHOLD 01. Alan Rappaport 1l. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the 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 NCZ1 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: 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 VIRTUAL MEETING at the following Website: www.meetnow.global/MWAVQWH on July 12 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. VOTE ON THE AVAILABILITY OFINTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours Please detach at perforation before mailing. PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.The Proxy Statement is also available atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑
2022 PREFERRED STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat theTRUSTEES. The undersigned Preferred Shareholder of AllianzGI Diversified Income & Convertible Fund – Preferred Shares hereby appoints Scott Whisten, Thomas J. FuccilloJennifer Fromm, George R. Aylward and Angela Borreggine,W. Patrick Bradley, and each of them separately, with full power of substitution and re-substitution,revocation, as proxies to voterepresent the undersigned at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at the following Website: www.meetnow.global/MWAVQWH on July 12, 20182022 at the offices of Allianz Global Investors U.S. LLC, 1633 Broadway, New York, NY 10019, at 10:00 a.m. (Eastern Time),3:30 p.m. Eastern Time and at any adjournment thereof. Theand all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus AllianzGI Convertible & Income Fund II, which the undersigned named willwould be entitled to vote, with all powers the shares represented by this proxyundersigned would possess if personally present, in accordance with the choices madeinstructions indicated herein. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this ballot. If thiscard. 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 AllianzGI Convertible & Income Fund II. This proxy card when properly executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR”in the proposal.Discretionary authority is hereby conferred as tomanner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTEthereof. If no direction is made, this proxy will be voted “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for a discussion of the Proposal.
Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCZ_32775_052722_Pref PLEASE VOTE,MARK, SIGN, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT NOTICE REGARDINGImportant Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 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 A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1i, 1j, 1k and 1l. 1i. Election of Trustee (Class I): FOR WITHHOLD Sarah E. Cogan 1j. Election of Trustee (Class I): FOR WITHHOLD William B. Ogden, IV 1k. Election of Trustee (Class I): FOR WITHHOLD 01. Alan Rappaport 1l. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the 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 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: www.meetnow.global/MWAVQWH on July 12 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE ON THE AVAILABILITY OFINTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours Please detach at perforation before mailing. PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.The Proxy Statement is also available atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑
2022 COMMON STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat theTRUSTEES. The undersigned Common Shareholder of AllianzGI Equity & Convertible Income Fund hereby appoints Scott Whisten, Thomas J. FuccilloJennifer Fromm, George R. Aylward and Angela Borreggine,W. Patrick Bradley, and each of them separately, with full power of substitution and re-substitution,revocation, as proxies to voterepresent the undersigned at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at the following Website: www.meetnow.global/MWAVQWH on July 12, 20182022 at the offices of Allianz Global Investors U.S., LLC, 1633 Broadway, New York, NY 10019, at 11:00 a.m. (Eastern Time),3:30 p.m. Eastern Time and at any adjournment thereof. Theand all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus AllianzGI Convertible & Income 2024 Target Term Fund, which the undersigned named willwould be entitled to vote, with all powers the shares represented by this proxyundersigned would possess if personally present, in accordance with the choices madeinstructions indicated herein. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this ballot. If thiscard. 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 AllianzGI Convertible & Income 2024 Target Term Fund. This proxy card when properly executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR”in the proposal.Discretionary authority is hereby conferred as tomanner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTEthereof. If no direction is made, this proxy will be voted “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for a discussion of the Proposal.
Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. CBH_32775_050522 PLEASE VOTE,MARK, SIGN, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT NOTICE REGARDINGImportant Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 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 1m, 1n, 1o and 1p. 1m. Election of Trustee (Class II): FOR WITHHOLD F. Ford Drummond 1n. Election of Trustee (Class II): FOR WITHHOLD 01. James S. MacLeod 1o. Election of Trustee (Class I): FOR WITHHOLD 01. Philip R. McLoughlin 1p. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the 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 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VOTE ON THE AVAILABILITY OFINTERNET 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 VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: www.meetnow.global/MWAVQWH on July 12 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.The Proxy Statement is also available atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑
2022 COMMON STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat theTRUSTEES. The undersigned Common Shareholder of AllianzGI NFJ Dividend, Interest & Premium Strategy Fund hereby appoints Scott Whisten, Thomas J. FuccilloJennifer Fromm, George R. Aylward and Angela Borreggine,W. Patrick Bradley, and each of them separately, with full power of substitution and re-substitution,revocation, as proxies to voterepresent the undersigned at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at the following Website: www.meetnow.global/MWAVQWH on July 12, 20182022 at the offices of Allianz Global Investors U.S., LLC, 1633 Broadway, New York, NY 10019, at 1:3:30 p.m. (Eastern Time),Eastern Time and at any adjournment thereof. Theand all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus AllianzGI Diversified Income & Convertible Fund, which the undersigned named willwould be entitled to vote, with all powers the shares represented by this proxyundersigned would possess if personally present, in accordance with the choices madeinstructions indicated herein. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this ballot. If thiscard. 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 AllianzGI Diversified Income & Convertible Fund. This proxy card when properly executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR”in the proposal.Discretionary authority is hereby conferred as tomanner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTEthereof. If no direction is made, this proxy will be voted “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for a discussion of the Proposal.
Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ACV_32775_052722 PLEASE VOTE,MARK, SIGN, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. Xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT NOTICE REGARDINGImportant Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 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 1q, 1r and 1s. 1q. Election of Trustee (Class I): FOR WITHHOLD William B. Ogden, IV 1r. Election of Trustee (Class I): FOR WITHHOLD 01. Alan Rappaport 1s. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton Transact such other business as may properly come before the 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 ACV1 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VIRTUAL MEETING at the following Website: www.meetnow.global/MWAVQWH on July 12 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE ON THE AVAILABILITY OFINTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours Please detach at perforation before mailing. PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.The Proxy Statement is also available atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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TO VOTE, MARK ONE CIRCLE IN BLUE OR BLACK INK. Example:🌑
2022 PREFERRED STOCK THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 12, 2018
KNOW ALL PERSONS BY THESE PRESENTSthat theTRUSTEES. The undersigned Common Shareholder of AllianzGI Convertible & Income 2024 Target Term Fund hereby appoints Scott Whisten, Thomas J. FuccilloJennifer Fromm, George R. Aylward and Angela Borreggine,W. Patrick Bradley, and each of them separately, with full power of substitution and re-substitution,revocation, as proxies to voterepresent the undersigned at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held virtually at the following Website: www.meetnow.global/MWAVQWH on July 12, 20182022 at the offices of Allianz Global Investors U.S. LLC, 1633 Broadway, New York, NY 10019, at 1:3:30 p.m. (Eastern Time),Eastern Time and at any adjournment thereof. Theand all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus AllianzGI Diversified Income & Convertible Fund, which the undersigned named willwould be entitled to vote, with all powers the shares represented by this proxyundersigned would possess if personally present, in accordance with the choices madeinstructions indicated herein. To participate in the Virtual Meeting enter the 14-digit control number from the shaded box on this ballot. If thiscard. 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 AllianzGI Diversified Income & Convertible Fund. This proxy card when properly executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR”in the proposal.Discretionary authority is hereby conferred as tomanner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTEthereof. If no direction is made, this proxy will be voted “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for a discussion of the Proposal.
Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ACV_32775_052722_Pref PLEASE VOTE,MARK, SIGN, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT NOTICE REGARDINGImportant Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 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: A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1q, 1r, 1s and 1t. 1q. Election of Trustee (Class I): FOR WITHHOLD William B. Ogden, IV 1r. Election of Trustee (Class I): FOR WITHHOLD Alan Rappaport 1s. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 1t. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the Meeting, or any adjournments, postponements or delays thereof. 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 ACV2 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: VIRTUAL MEETING at the following Website: www.meetnow.global/MWAVQWH on July 12 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VOTE ON THE AVAILABILITY OFINTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours Please detach at perforation before mailing. PROXY MATERIALS FOR THECARD VIRTUS ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2018.2022 COMMON 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/MWAVQWH on July 12, 2022 at 3:30 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus AllianzGI 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 Virtual 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 AllianzGI 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_32775_050522 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is also available at: https://www.proxy-direct.com/vir-32775 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach atwww.proxyonline.com/docs/AllianzGlAnnualMeeting.pdf.
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perforation before mailing. TO VOTE MARK ONE CIRCLEBLOCKS BELOW IN BLUE OR BLACK INK. Example:🌑INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1u, 1v, 1w and 1x. 1u. Election of Trustee (Class III): FOR WITHHOLD George R. Aylward 1v. Election of Trustee (Class III): FOR WITHHOLD 01. Sarah E. Cogan 1w. Election of Trustee (Class III): FOR WITHHOLD 01. Deborah A. DeCotis 1x. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the 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 32775 xxxxxxxx FOR AGAINST ABSTAIN
EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: 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 VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VIRTUAL MEETING at the following Website: www.meetnow.global/MWAVQWH, on July 12 at 3:30 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card. Please detach at perforation before mailing. PROXY CARD VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 12, 2022 COMMON THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES RECOMMENDSTRUSTEES. 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/MWAVQWH on July 12, 2022 at 3:30 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of common stock 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 Virtual 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. VOTEFOR VIA THE FOLLOWING:
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You can voteINTERNET: 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 internet, by telephone or by mail. Please seeaccount may not be submitted via this method. NFJ_32775_050522 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
EVERY VOTE IS IMPORTANT Important Notice Regarding the reverse sideAvailability of Proxy Materials for instructions.
PLEASE VOTE ALL YOUR BALLOTSthe Joint Annual Shareholder Meeting to Be Held virtually on July 12, 2022 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-32775 IF YOU RECEIVED MORE THAN ONE BALLOT DUEVOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO MULTIPLE INVESTMENTSVOTE MARK BLOCKS BELOW IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILINGBLUE OR BLACK INK AS SHOWN IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOUEXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1y, 1z, 1aa and 1bb. 1y. Election of Trustee (Class II): FOR VOTINGWITHHOLD George R. Aylward 1z. Election of Trustee (Class II): FOR WITHHOLD 01. Deborah A. DeCotis 1aa. Election of Trustee (Class II): FOR WITHHOLD 01. Philip R. McLoughlin 1bb. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino Transact such other business as may properly come before the 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 32775 xxxxxxxx FOR AGAINST ABSTAIN
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