UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934


(Amendment No.)

Filed by the Registrant ☒   Filed by a Party other than the Registrant ☐

Check the appropriate box:

Preliminary Proxy Statement

Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Joint Proxy Statement

Definitive Additional Materials

Soliciting Material Under Rule 14a-12

ALLIANZGI


Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to §240.14a-12
VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

ALLIANZGI

VIRTUS CONVERTIBLE & INCOME FUND

ALLIANZGI

VIRTUS CONVERTIBLE & INCOME FUND II

ALLIANZGI

VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND

ALLIANZGI

VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND

ALLIANZGI

VIRTUS EQUITY & CONVERTIBLE INCOME FUND

ALLIANZGI

VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND

(Name of Registrant as Specified in its Charter)


(Name of Person(s) Filing Proxy Statement if Other Thanother than the Registrant)

Payment of Filing Fee (Check the appropriate box):

No fee required.

Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1)

Title of each class of securities to which transaction applies:

2)

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3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

4)

Proposed maximum aggregate value of transaction:

5)

Total fee paid:

Fee paid previously with preliminary materials:

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

1)

Amount previously paid:

2)

Form, Schedule or Registration Statement No.:

3)

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No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

NOTICE OF JOINT ANNUAL MEETINGS OF

SHAREHOLDERS TO BE HELD ON JULY 9, 2020

ALLIANZGI

VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY
OPPORTUNITIES FUND

ALLIANZGI
VIRTUS CONVERTIBLE & INCOME FUND

ALLIANZGI
VIRTUS CONVERTIBLE & INCOME FUND II

ALLIANZGI
VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND

ALLIANZGI
VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND

ALLIANZGI
VIRTUS EQUITY & CONVERTIBLE INCOME FUND

ALLIANZGI
VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND

1633 Broadway

New York, New York 10019

101 Munson Street
Greenfield, MA 01301-9668
NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS
To be held on September 27, 2022
Notice is hereby given to the Shareholdersshareholders of AllianzGIVirtus Artificial Intelligence & Technology Opportunities Fund (“AIO”), AllianzGIVirtus Convertible & Income Fund (“NCV”), AllianzGIVirtus Convertible & Income Fund II (“NCZ”), AllianzGIVirtus Convertible & Income 2024 Target Term Fund (“CBH”), AllianzGIVirtus Diversified Income & Convertible Fund (“ACV”), AllianzGIVirtus Equity & Convertible Income Fund (“NIE”) and AllianzGIVirtus Dividend, Interest & Premium Strategy Fund (“NFJ”), each a Massachusetts business trust (each, a “Fund” and collectively,together, the “Funds”):

Notice is hereby given, that joint Annual Meetingsa Joint Special Meeting of Shareholders (each, a “Meeting”) of the Funds (the “Meeting”) will be held telephonically viaon September 27, 2022 at 3:30 p.m. Eastern Time. Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, we will be hosting the Meeting as a telephone conference call. There is no physical location for the Meeting. To participate in the Meeting, you must email meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on September 20, 2022, and provide your full name and address. You will then receive an email from Di Costa Partners LLC containing the conference call on Thursday, July 9, 2020, withdial-in information and instructions for participating in the Meeting. The Meeting to beis being held at 10:00 A.M., Eastern Time, for NCV, NCZ and ACV, at 11:00 A.M., Eastern Time, for NIE and CBH, and at 1:30 P.M., Eastern Time, for AIO and NFJ, for the following purposes, which are more fully describedpurposes:

1.
To be voted on by Shareholders of each Fund, voting separately by each such Fund: To approve a new subadvisory agreement by and among each Fund, Virtus Investment Advisers, Inc. and Voya Investment Management Co. LLC;
2.
To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof, by the AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ shareholders.
THE BOARD OF TRUSTEES (THE “BOARD”) OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF PROPOSAL 1 LISTED ABOVE.

With respect to each of NCV and NCZ, approval by such Fund of the proposed subadvisory agreement pursuant to Proposal 1 is contingent on the approval of the new subadvisory agreement by the other Fund, in the accompanying Proxy Statement:

1.

To elect Trustees of each Fund, each to hold office for the term indicated and until his or her successor shall have been elected and qualified; and

2.

To transact such other business as may properly come before the Meeting or any adjournment(s) or postponement(s) thereof.

sense that if the new subadvisory agreement of NCV is approved but the new subadvisory agreement of NCZ is not, or vice versa, the Board reserves the right to decline to proceed with either such agreement. The approval of Proposal 1 for all other Funds is not contingent, and any such approval will be effective for AIO, CBH, ACV, NIE and/or NFJ regardless of whether the Proposal is approved by any other Fund.

The Board of Trustees of each Fund has fixed the close of business on May 14, 2020August 1, 2022 as the record date for the determination of Shareholdersshareholders entitled to receive notice of, and to vote at, the applicable Meeting or any adjournment(s) or postponement(s) thereof. TheMeeting. We urge you to mark, sign, date, and mail the enclosed proxy is being solicited on behalfor proxies in the postage-paid envelope provided, or vote via the Internet or telephone, so you will be represented at the Meeting.
By order of the Board,
[MISSING IMAGE: sg_jennifersfromm-bw.jpg]
Jennifer S. Fromm
Secretary
Virtus Artificial Intelligence & Technology Opportunities Fund
Virtus Convertible & Income Fund
Virtus Convertible & Income Fund II
Virtus Convertible & Income 2024 Target Term Fund
Virtus Diversified Income & Convertible Fund
Virtus Equity & Convertible Income Fund
Virtus Dividend, Interest & Premium Strategy Fund
August 4, 2022

IMPORTANT:
Shareholders are cordially invited to attend the Meeting (telephonically). 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 Meeting (telephonically). Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person (telephonically) if you attend the Meeting and elect to vote in person (telephonically).

Instructions for signing proxy cards
The following general guidelines for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds of validating your vote if you fail to sign your proxy card(s) properly.
1.
Individual accounts:   Sign your name exactly as it appears in the registration on the proxy card.
2.
Joint accounts:   Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3.
All other accounts:   The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:
RegistrationsValid Signature
Corporate Accounts(1) ABC Corp(1) ABC Corp
(2) ABC Corp(2) John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer(3) John Doe
(4) ABC Corp. Profit Sharing Plan(4) John Doe, Trustee
Partnership Accounts(1) The XYZ partnership(1) Jane B. Smith, Partner
(2) Smith and Jones, limited partnership(2) Jane B. Smith, General Partner
Trust Accounts(1) ABC Trust(1) John Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78(2) Jane B. Doe
Custodial or Estate Accounts(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA(1) John B. Smith
(2) Estate of John B. Smith(2) John B. Smith, Jr., Executor

Instruction/Q&A Section
Q:
Why did you send me this booklet?
A:
This booklet was sent to you because you own shares, either directly or beneficially, of AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ (each, a “Fund”) as of August 1, 2022, which is the record date for determining the shareholders of the Fund entitled to notice of and to vote at the special meeting of shareholders of the Fund and any postponements or adjournments thereof (the “Meeting”). The Board of Trustees of each Fund.

the Fund (the “Board”) urges you to review the information contained in this booklet before voting on the proposal that will be presented for your Fund at the Meeting (the “Proposal”).
By order of the Board of Trustees of each Fund
LOGO
Angela Borreggine
Secretary

New York, New York

June 4, 2020


Q:
Why is the Meeting being held?
A:
As previously disclosed, on May 17, 2022, Allianz Global Investors U.S. LLC (“AllianzGI U.S. is sensitiveUS”) settled certain government charges about matters unrelated to the healthFunds with the U.S. Securities and travel concernsExchange Commission and Department of Justice. As a result of the settlement, AllianzGI US will not be permitted to manage the Funds starting September 17, 2022. On June 13, 2022, AllianzGI US announced that it had entered into an agreement with Voya Financial, Inc. to transfer the investment teams who currently manage the Funds to Voya Investment Management Co. LLC (“Voya”) on or before July 25, 2022, after which AllianzGI US would not be able to continue managing the Funds. As discussed in further detail in the Proxy Statement, after considering the available options and conducting appropriate due diligence, upon the recommendation of the Funds’ Shareholdersinvestment adviser, the Board approved (1) engaging Voya as each Fund’s subadviser so that the Funds would continue to be managed by the same investment teams once they moved to Voya and (2) submitting to shareholders of each Fund the Proposal to approve a subadvisory agreement with Voya.
Q:
How does the Board recommend I vote?
A:
The Board, including all of the trustees who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of your Fund, unanimously recommends that shareholders vote FOR the Proposal for each Fund. If no instructions are indicated on your proxy, the representatives holding proxies will vote in accordance with the recommendations of the Board.
Q:
How will the new subadvisory agreement for my Fund affect me?
A:
The same investment teams who managed your Fund as representatives of AllianzGI US will continue to manage your Fund as representatives of

Voya. Currently this is true under an interim subadvisory agreement with Voya that was effective July 25, 2022 (the “Interim Subadvisory Agreement”) that has a term of no longer than 150 days in accordance with a limitation under the 1940 Act. Approval of the new subadvisory agreement will permit Voya to receive the subadvisory fees under the Interim Subadvisory Agreement that have been escrowed pending approval of a subadvisory agreement for your Fund by its shareholders and will permit execution of a subadvisory agreement under substantially the same terms with a longer term, in each case, as further detailed in the Proxy Statement.
The investment strategies and risks, and the evolving recommendations from public health officials. Duefees and expenses, of your Fund will not change as a result of the new subadvisory agreement, and Virtus Investment Advisers, Inc. will remain the investment adviser to your Fund.
Q:
Who will pay the difficulties arising fromexpenses associated with the Meeting?
COVID-19,A:
Under the terms of its settlement with the SEC, AllianzGI US will bear all expenses associated with a transition of the Funds necessitated by the settlement, including the costs of this proxy and the shareholder meeting described herein.
Q:
How can I attend the Meeting?
A:
The Meeting will be a completely telephonic meeting of shareholders, which will be conducted telephonically. Any Shareholder wishingexclusively by telephone conference call. You are entitled to participate in the Meeting by means of remote communication can do so. Ifonly if you were a record holdershareholder of the Fund shares as of May 14, 2020, pleasethe close of business on the Record Date, or if you hold a valid proxy for the Meeting. No physical meeting will be held.
e-mailTo participate in the Meeting, you must email AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.commeetinginfo@dicostapartners.com no later than 3:2:00 p.m. Eastern Time on Wednesday, July 8, 2020 to register. Please include your Fund’s name in the subject lineSeptember 20, 2022, and provide your full name and address in the body of the e-mail. ASTaddress. You will then e-mail youreceive an email from Di Costa Partners LLC containing the conference call dial-in information and instructions for voting duringparticipating in the Meeting.
If you held Fundhold your shares through an intermediary, such as a broker-dealer,bank or broker, you must register in advance using the instructions below.
The telephonic meeting will begin promptly at 3:30 p.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the access instructions as of May 14, 2020, and you wantoutlined in this proxy statement.

Q:
How do I register to participate inattend the Meeting please e-mail AST at attendameeting@astfinancial.comvirtually on the Internet?
A:
If you are a registered shareholder, you do not need to register to attend the Meeting by telephone conference call. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting telephonically.
To register to attend the Meeting by telephone conference call you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to meetinginfo@dicostapartners.com. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 3:2:00 p.m. Eastern Time on Wednesday, July 8, 2020September 20, 2022.
You will receive a confirmation of your registration by email after we receive your legal proxy.
Requests for registration should be directed to register. Please include your Fund’s name in the subject line and provide your name, address and proof of ownership as of May 14, 2020 from your intermediary. Please be aware that if you wish to vote at the Meeting you must first obtain a legal proxy from your intermediary reflecting your Fund’s name(s), the number of Fund shares you held and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or attachus by emailing an image of theyour legal proxy, via e-mail to AST at attendameeting@astfinancial.com and put “Legal Proxy”meetinginfo@dicostapartners.com.
Q:
What if I have trouble accessing the Meeting by telephone?
A:
Participants should ensure that they have a strong telephone connection wherever they intend to participate in the subject line. AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.

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

It is important that your sharesstart time. This proxy statement and additional materials may be representedfound at the applicable Meeting, telephonically or by proxy, no matter how many shareswww.eproxyaccess.com/VirtusCEFs2022. For further assistance you own. Please complete, date, sign and return the applicable enclosed proxy or proxies in the accompanying envelope, which requires no postage if mailed in the United States, prior to the Meeting date in order to ensure that your vote is counted. 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.

may call (833) 288-9331.


ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND (“AIO”)

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 DIVIDEND, INTEREST & PREMIUM STRATEGY FUND (“NFJ”)

1633 Broadway

New York, New York 10019

IMPORTANT NOTICE REGARDING THE AVAILABILITY

PROXY STATEMENT
FOR
JOINT SPECIAL MEETING OF PROXY MATERIALS

FOR THE JOINT ANNUAL MEETINGS OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020

This Proxy Statement, and the Annual Reports to Shareholders for the fiscal years ended January 31, 2020 for ACV, NIE and NFJ and February 29, 2020 for AIO, NCV, NCZ and CBH, are also available at http://us.allianzgi.com/closedendfunds.

PROXY STATEMENT

June 4, 2020

FOR THE JOINT ANNUAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

INTRODUCTION


SEPTEMBER 27, 2022

This Proxy Statement is furnished in connection with the solicitation by the Boardseach Board of Trustees (the “Board”, or the “Trustees”) of the Shareholders of each of AllianzGIVirtus Artificial Intelligence & Technology Opportunities Fund (“AIO”), AllianzGIVirtus Convertible & Income Fund (“NCV”), AllianzGIVirtus Convertible & Income Fund II (“NCZ”), AllianzGIVirtus Convertible & Income 2024 Target Term Fund (“CBH”), AllianzGIVirtus Diversified Income & Convertible Fund (“ACV”), AllianzGIVirtus Equity & Convertible Income Fund (“NIE”) and AllianzGIVirtus Dividend, Interest & Premium Strategy Fund (“NFJ”), each a Massachusetts business trust (each, a “Fund” and collectively,together, the “Funds”), of proxies to be voted at the joint Annual MeetingsJoint Special Meeting of Shareholders of the Funds and any adjournment(s) or postponement(s) thereof. The term(the “Meeting” is used throughout this joint Proxy Statement to refer to each) on September 27, 2022 at 3:30 p.m. Eastern Time. Because of the joint Annual Meetings of Shareholders of NCV, NCZ and ACV,public health concerns regarding the joint Annual Meetings of Shareholders of NIE and CBH, and the joint Annual Meetings of Shareholders of AIO and NFJ, as dictated by the context. Each Meetingcoronavirus (COVID-19) pandemic, we will be held telephonically via conference call, on Thursday, July 9, 2020, withhosting the Meeting to be

1


held at 10:00 A.M., Eastern Time,as a telephone conference call. There is no physical location for NCV, NCZ and ACV, at 11:00 A.M., Eastern Time, for NIE and CBH, and 1:30 P.M., Eastern Time, for AIO and NFJ. Any Shareholder wishing tothe Meeting. To participate in the Meeting, by means of remote communication can do so. If you were a record holder of Fund shares as of May 14, 2020, pleasee-mail AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.commust email meetinginfo@dicostapartners.com no later than 3:2:00 p.m. Eastern Time on Wednesday, July 8, 2020 to register. Please include your Fund’s name in the subject lineSeptember 20, 2022, and provide your full name and address in the body of the e-mail. ASTaddress. You will then e-mail youreceive an email from Di Costa Partners LLC containing the conference call dial-in information and instructions for voting duringparticipating in the Meeting. If

This document gives you held Fund shares through an intermediary, such as a broker-dealer, as of May 14, 2020, andthe information you want to participate in the Meeting, please e-mail AST at attendameeting@astfinancial.com no later than 3:00 p.m. Eastern Time on Wednesday, July 8, 2020 to register. Please include your Fund’s name in the subject line and provide your name, address and proof of ownership as of May 14, 2020 from your intermediary. Please be aware that if you wishneed to vote aton the matters listed on the accompanying Notice of Joint Special Meeting you mustof Shareholders (“Notice of Meeting”). This Proxy Statement, the Notice of Special Meeting, and the proxy card are first obtain a legal proxy from your intermediary reflecting your Fund’s name(s), the numberbeing mailed to shareholders on or about August 10, 2022.
Summary of Fund shares you held and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or attach an image of the legal proxy via e-mailProposals to AST at attendameeting@astfinancial.com and put “Legal Proxy” in the subject line. AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.

Eachbe Voted Upon

ProposalShareholders
Entitled to Vote
1To be voted on by Shareholders of each Fund, voting separately by each such Fund: the approval of new subadvisory agreements by and among each Fund, Virtus Investment Advisers, Inc. and Voya Investment Management.AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ shareholders
2Transact such additional business as properly comes before the MeetingAIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ shareholders
The Meeting is scheduled as a joint meeting of the holders of all sharesrespective shareholders of the applicable Fund(s),Funds, which consist of holders of common shares of each Fund (the “Common Shareholders”) and holders of preferred shares of NCV, NCZ and

ACV (the “Preferred Shareholders” and, together with the Common Shareholders, the “Shareholders”). The Shareholders, because all seven Funds are in the same family of funds and the shareholders of each Fund are expected to consider and vote on similar matters. The Shareholders of each Fund will vote separately on each of the proposals relating to their respective Fund and, except with respect to NCV and NCZ, an unfavorable vote on a proposal by the shareholders of one Fund will not affect the implementation by any other Fund of such proposal if the shareholders of the other Fund approve the proposal. If the Shareholders of NCV do not vote to approve the Proposal 1 above, the Board may determine not to enter into the subadvisory agreement for NCZ notwithstanding the approval of Proposal 1 related to NCZ and vice versa. Neither new subadvisory agreement for NCV or NCZ is expected to proceed without approval of the other. The Board has determined that the use of a joint proxy statement for the Meeting is in the best interest of the shareholders of each Fund.
All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked on the applicable proposal set forth hereinproxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each respective Fund’s shares of common stock (the “Proposal”“Common Shares”) and preferred stock (the “Preferred Shares” and, together with the Common Shares, the “Shares”) of beneficial interest will be voted “FOR” Proposal 1. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Meeting. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person (telephonically), or by written notice to the Secretary of the Funds (addressed in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668 or One Financial Plaza, Hartford, CT 06103). However, telephonic attendance at the Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be presentedvoted in accordance with specifications therein.
Only shareholders or their duly appointed proxy holders can attend (telephonically) the Meeting and any adjournment or postponement thereof. You will be able to attend and participate in the Meeting by conference call, vote your shares and submit your questions by emailing meetinginfo@dicostapartners.com no later than 2:00 p.m. Eastern Time on September 20, 2022, and providing your full name and address. You will then receive an email from Di Costa Partners LLC containing the conference call dial-in information and instructions for voteparticipating in the Meeting.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting telephonically. To register to attend the Meeting telephonically you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to meetinginfo@dicostapartners.com. Requests for registration must
2

be labeled as “Legal Proxy” and be received no later than 2:00 p.m. Eastern Time on September 20, 2022.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to us by emailing an image of your legal proxy to meetinginfo@dicostapartners.com.
The telephonic meeting will begin promptly at 3:30 p.m. Eastern Time on September 27, 2022. We encourage you to access the Shareholders of that Fund. The outcome of voting bymeeting prior to the Shareholders of one Fund does not affectstart time leaving ample time for the outcome for any other Fund.

The Board of each Fund has fixedcheck in. Please follow the close of business on May 14, 2020registration instructions as theoutlined in this proxy statement.

The record date (the “Record Date”) for the determination of Shareholders of each Funddetermining shareholders entitled to notice of, and to vote at, the applicable Meeting. The ShareholdersMeeting and at any adjournment or postponement thereof has been fixed at the close of business on August 1, 2022 (the “Record Date”), and each Fund on the Record Date will beshareholder of record at that time is entitled to one vote per share on each matter to which they are entitled to vote and that is to be voted on by Shareholders of the Fund, and a fractional vote with respect to fractional shares, with no cumulative voting rights in the election of Trustees, except as otherwise described in the following paragraph.

At the 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 shares of preferred stock (the “Preferred Shares”) are entitled to vote as a class separate from holders of shares of common stock (the “Common Shares” and, together with the

2


Preferred Shares, the “Shares”), including the election of Preferred Shares Trustees, each Preferred Share will entitle its holder tocast one vote for every $25.00each Share (or fractional vote for each fractional Share) registered 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 inhis or her name.

At the election of the Preferred Shares Trustees. On each other proposal to be brought before the Meeting, (including the election of the nominees other than the Preferred Shares Trustees by all Shareholders), the Preferred Shareholders of each of NCV, NCZ and ACV will have equal voting rights (i.e.(i.e., one vote per Share) with the applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class. As of the Record Date, NCV and NCZ each had outstanding series of auction rate preferred shares (“Auction Rate Preferred Shares”) with liquidation preference of $25,000 per share and cumulative preferred shares (“Cumulative Preferred Shares”) with liquidation preference of $25.00 per share and ACV had outstanding mandatory redeemable preferred shares (“MRPS”) with an aggregate liquidation preference of $30,000 per share.

The following table sets forth the number of Common Shares and Preferred Shares issued and outstanding of each Fund as of the close of business on the Record Date.

   Outstanding
Common Shares
   Outstanding
Preferred Shares
 

NCV

   90,373,569    4,008,931(a) 

NCZ

   76,115,749    4,366,501(b) 

ACV

   10,353,920    1,200,000 

NIE

   27,708,965    N/A 

NFJ

   94,801,581    N/A 

CBH

   18,257,012    N/A 

AIO

   34,323,135    N/A 

(a)

Includes 8,931 Auction Rate

Outstanding
Common Shares
Outstanding
Preferred Shares (entitled to 8,931,000 votes in the election of Preferred Shares Trustees) and 4,000,000 Cumulative Preferred Shares (entitled to 4,000,000 votes in the election of Preferred Shares Trustees).

AIO34,340,972N/A
NCV90,373,5694,008,931(1)
NCZ76,115,7494,366,501(2)
CBH18,263,597N/A
ACV10,362,9541,200,000(3)
NIE27,708,965N/A
NFJ94,801,581N/A
(b)

Includes 6,501 Auction Rate Preferred Shares (entitled to 6,501,000 votes in the election of Preferred Shares Trustees) and 4,360,000 Cumulative Preferred Shares (entitled to 4,360,000 votes in the election of Preferred Shares Trustees).

3

(1)
Includes 8,931 Auction Rate Preferred Shares and 4,000,000 Cumulative Preferred Shares.
(2)
Includes 6,501 Auction Rate Preferred Shares and 4,360,000 Cumulative Preferred Shares.
(3)
Includes 1,200,000 MRPS
The classes of Shares listed for each Fund in the table above are the only classes of Shares currently authorized by that Fund.

4

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON
SEPTEMBER 27, 2022:
The table below summarizes the Proposals and the Shareholders entitled to vote thereon.

NCV:

The Common and Preferred Shareholders of NCV, voting together as a single class, have the right to vote on there-election of Sarah E. Cogan and Davey S. Scoon as Trustees of NCV. The Preferred Shareholders of NCV, voting as a single class, have the right to vote on there-election of James A. Jacobson as Preferred Shares Trustee of NCV.

3


NCZ:

The Common and Preferred Shareholders of NCZ, voting together as a single class, have the right to vote on there-election of Deborah A. DeCotis and Davey S. Scoon as Trustees of NCZ. The Preferred Shareholders of NCZ, voting as a single class, have the right to vote on there-election of James A. Jacobson as Preferred Shares Trustee of NCZ.

ACV:

The Common and Preferred Shareholders of ACV, voting together as a single class, have the right to vote on there-election of F. Ford Drummond, Thomas J. Fuccillo and James S. MacLeod as Trustees of ACV. The Preferred Shareholders of ACV, voting as a single class, have the right to vote on there-election of James A. Jacobson as Preferred Shares Trustee of ACV.

NIE:

The Common Shareholders of NIE, voting as a single class, have the right to vote on there-election of Hans W. Kertess, William B. Ogden, IV, Alan Rappaport and Davey S. Scoon as Trustees of NIE.

NFJ:

The Common Shareholders of NFJ, voting as a single class, have the right to vote on there-election of Sarah E. Cogan, F. Ford Drummond, Alan Rappaport and Davey S. Scoon as Trustees of NFJ.

CBH:

The Common Shareholders of CBH, voting as a single class, have the right to vote on there-election of Sarah E. Cogan and Erick R. Holt, and on the election of Deborah A. DeCotis, as Trustees of CBH.

AIO:

The Common Shareholders of AIO, voting as a single class, have the right to vote on the election of Hans W. Kertess, William B. Ogden, IV, Alan Rappaport and Davey S. Scoon as Trustees of AIO.

Summary

Proposal

Common
Shareholders
Preferred
Shareholders

Election of Trustees

NCV

Independent Trustees/Nominees

Re-election of Sarah E. Cogan

Re-election of James A. Jacobson

Re-election of Davey S. Scoon

4


Proposal

Common
Shareholders
Preferred
Shareholders

NCZ

Independent Trustees/Nominees

Re-election of Deborah A. DeCotis

Re-election of James A. Jacobson

Re-election of Davey S. Scoon

ACV

Independent Trustees/Nominees

Re-election of F. Ford Drummond

Re-election of James A. Jacobson

Re-election of James S. MacLeod

Interested Trustees/Nominees

Re-election of Thomas J. Fuccillo *

NIE

Independent Trustees/Nominees

Re-election of Hans W. Kertess

N/A

Re-election of William B. Ogden, IV

N/A

Re-election of Alan Rappaport

N/A

Re-election of Davey S. Scoon

N/A

NFJ

Independent Trustees/Nominees

Re-election of Sarah E. Cogan

N/A

Re-election of F. Ford Drummond

N/A

Re-election of Alan Rappaport

N/A

Re-election of Davey S. Scoon

N/A

CBH

Independent Trustees/Nominees

Re-election of Sarah E. Cogan

N/A

Election of Deborah A. DeCotis

N/A

Interested Trustees/Nominees

Re-election of Erick R. Holt *

N/A

AIO

Independent Trustees/Nominees

Election of Hans W. Kertess

N/A

Election of William B. Ogden, IV

N/A

Election of Alan Rappaport

N/A

Election of Davey S. Scoon

N/A

*

“Independent Trustees,” or “Independent Nominees” are those Trustees or nominees who are not “interested persons,” as defined in the Investment Company Act of 1940, as amended (the “1940 Act”), of each Fund. Each of Messrs. Fuccillo and Holt is an “interested person” of each Fund, as defined in Section 2(a)(19) of the 1940 Act, due to his affiliation with the Manager and its affiliates.

5


You may vote by mail by returning a properly executed proxy card, by Internet by going to the website listed on the proxy card, or by telephone using the toll-free number listed on the proxy card. 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 indicatedProxy Statement 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 FundMeeting is also available at 1633 Broadway, New York, New York 10019, (ii) by properly executing and submitting a later-dated proxy vote or (iii) by participating in the Meeting telephonically in accordance with the instructions provided in the Meeting notice and under the headings “Introduction” and “Additional Information — Quorum, Adjournments and Methods of Tabulation” in this Proxy Statement. 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.

The solicitation will be primarily by mail and the cost of soliciting proxies for awww.eproxyaccess.com/VirtusCEFs2022. Each 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.

Unlessfurnish, without charge, 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.

6


As of the Record Date, the Trustees, nominees and officers of each Fund, 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 AIO, NCV, NCZ, CBH, ACV, NIE or NFJ:

Beneficial Owner

Fund

Percentage of Ownership/Class

UBS Group AG

Bahnhofstrasse 45

PO BoxCH-8021

Zurich, Switzerland

NCV62.30% of Preferred Shares1

UBS Group AG

Bahnhofstrasse 45

PO BoxCH-8021

Zurich, Switzerland

NCZ51.89% of Preferred Shares1

First Trust Portfolios L.P.

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

ACV9.24% of Common Shares

First Trust Portfolios L.P.

First Trust Advisors L.P.

The Charger Corporation

120 East Liberty Drive, Suite 400

Wheaton, Illinois 60187

NIE10.21% of Common Shares

Metropolitan Life Insurance Co/NY

One MetLife Way

Whippany, NJ 07981

ACV100% of Preferred Shares

1

Ownership percentages shown are equal to the number of votes attributable to shareholder’s Preferred Shares divided by the total votes attributable to all Preferred Shares. As described above under “Introduction,” the Auction Rate Preferred Shares and Cumulative Preferred Shares have liquidation preferences of $25,000 per share and $25.00 per share, respectively, and are entitled to one vote per $25.00 in liquidation preference. For NCV, as of the Record Date, UBS Group AG’s Preferred Shares represented 90.20% of NCV’s Auction Rate Preferred Shares outstanding and less than 1% of NCV’s Cumulative Preferred Shares outstanding. For NCZ, as of the Record Date, UBS Group AG’s Preferred Shares represented 86.69% of NCZ’s Auction Rate Preferred Shares outstanding and no Cumulative Preferred Shares.

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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 for election or re-election, as the case may be, as Trustees by the Shareholders of the Funds.

NCV.With respect to NCV, 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 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2021 through February 28, 2022); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2022 through February 28, 2023). Currently, Sarah E. Cogan, James A. Jacobson and Davey S. Scoon are Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. Cogan and Mr. Scoon forre-election by the Common and Preferred Shareholders, voting as a single class, as Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Mr. Jacobson forre-election by the Preferred Shareholders as a Class II 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. Therefore, ifre-elected at the Meeting, Ms. Cogan and Messrs. Jacobson and Scoon will serve terms consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023- 2024 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2023 through February 29, 2024).

NCZ.With respect to NCZ, 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 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2021 through February 28, 2022); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders

8


for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2022 through February 28, 2023). Currently, Deborah A. DeCotis, James A. Jacobson and Davey S. Scoon are Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. DeCotis and Mr. Scoon forre-election by the Common and Preferred Shareholders, voting as a single class, as Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Mr. Jacobson forre-election by the Preferred Shareholders as a Class II 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. Therefore, ifre-elected at the Meeting, Ms. DeCotis and Messrs. Jacobson and Scoon will serve terms consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023- 2024 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2023 through February 29, 2024).

ACV.With respect to ACV, 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 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2022 through January 31, 2023). Currently, F. Ford Drummond, Thomas J. Fuccillo, James A. Jacobson and James S. MacLeod are Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Messrs. Drummond, Fuccillo and MacLeod forre-election by the Common and Preferred Shareholders, voting as a single class, as Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Mr. Jacobson forre-election by the Preferred Shareholders as a Class II 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. Therefore, ifre-elected at the Meeting, Messrs. Drummond, Fuccillo, Jacobson and MacLeod will serve terms consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023- 2024 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2023 through February 29, 2024).

NIE.With respect to NIE, 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 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2022 through January 31, 2023). 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 forre-election

9


as Class I Trustees. Consistent with the Fund’s Declaration, ifre-elected or 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, 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 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2023 through January 31, 2024).

NFJ.With respect to NFJ, 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 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2022 through January 31, 2023). Currently, Sarah E. Cogan, F. Ford Drummond, Alan Rappaport and Davey S. Scoon are Class III Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. Cogan and Messrs. Drummond, Rappaport and Scoon forre-election as Class III Trustees. 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, Ms. Cogan and Messrs. Drummond, Rappaport and Scoon will serve terms consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2023 through January 31, 2024).

CBH.With respect to CBH, 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 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2021 through February 28, 2022); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2022 through February 28, 2023). Currently, Sarah E. Cogan, Deborah A. DeCotis and Erick R. Holt are Class III Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. Cogan and Mr. Holt forre-election as Class III Trustees and Ms. DeCotis for election as a Class III Trustee. Consistent with the Fund’s Declaration, ifre-elected or elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, ifre-elected or elected at the Meeting, as applicable, Mses. Cogan and DeCotis and Mr. Holt will serve a term consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2023 through February 29, 2024).

AIO.With respect to AIO, 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

10


Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2021 through February 29, 2022); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2022 through February 29, 2023). 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. 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 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 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2023 through February 29, 2024).

Trustee/Nominee

Class

Expiration of Term if Elected(1)

NCV

Sarah E. Cogan

Class IIAnnual Meeting of the 2023-2024 fiscal year

James A. Jacobson

Class IIAnnual Meeting of the 2023-2024 fiscal year

Davey S. Scoon

Class IIAnnual Meeting of the 2023-2024 fiscal year

NCZ

Deborah A. DeCotis

Class IIAnnual Meeting of the 2023-2024 fiscal year

James A. Jacobson

Class IIAnnual Meeting of the 2023-2024 fiscal year

Davey S. Scoon

Class IIAnnual Meeting of the 2023-2024 fiscal year

ACV

F. Ford Drummond

Class IIAnnual Meeting of the 2023-2024 fiscal year

James A. Jacobson

Class IIAnnual Meeting of the 2023-2024 fiscal year

James S. MacLeod

Class IIAnnual Meeting of the 2023-2024 fiscal year

Thomas J. Fuccillo(2)

Class IIAnnual Meeting of the 2023-2024 fiscal year

NIE

Hans W. Kertess

Class IAnnual Meeting of the 2023-2024 fiscal year

William B. Ogden, IV

Class IAnnual Meeting of the 2023-2024 fiscal year

Alan Rappaport

Class IAnnual Meeting of the 2023-2024 fiscal year

Davey S. Scoon

Class IAnnual Meeting of the 2023-2024 fiscal year

NFJ

Sarah E. Cogan

Class IIIAnnual Meeting of the 2023-2024 fiscal year

F. Ford Drummond

Class IIIAnnual Meeting of the 2023-2024 fiscal year

Alan Rappaport

Class IIIAnnual Meeting of the 2023-2024 fiscal year

Davey S. Scoon

Class IIIAnnual Meeting of the 2023-2024 fiscal year

CBH

Sarah E. Cogan

Class IIIAnnual Meeting of the 2023-2024 fiscal year

Deborah A. DeCotis

Class IIIAnnual Meeting of the 2023-2024 fiscal year

Erick R. Holt(2)

Class IIIAnnual Meeting of the 2023-2024 fiscal year

11


Trustee/Nominee

Class

Expiration of Term if Elected(1)

AIO

Hans W. Kertess

Class IAnnual Meeting of the 2023-2024 fiscal year

William B. Ogden, IV

Class IAnnual Meeting of the 2023-2024 fiscal year

Alan Rappaport

Class IAnnual Meeting of the 2023-2024 fiscal year

Davey S. Scoon

Class IAnnual Meeting of the 2023-2024 fiscal year

(1)

A Trustee of a Fund elected at an annual meeting shall hold office until the annual meeting for the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

(2)

Each of Messrs. Fuccillo and Holt is an “interested nominee,” as defined in Section 2(a)(19) of the 1940 Act, due to his affiliation with the Manager and its affiliates.

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.

Unless authority is withheld, it is the intention of the persons named in the enclosed proxy for a Fund to vote each proxy for the persons listed above for that Fund. Each of the nominees has indicated he or she will serve if elected, but if he or she should be unable to serve for a Fund, the proxy holders may vote in favor of such substitute nominee as the Board may designate (or, alternatively, the Board may determine to leave a vacancy).

Trustees and Officers

The business of each Fund 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, the 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 whom are not “interested persons” (within the meaning of Section 2(a)(19) of the 1940 Act) of the Fund or of the Manager (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 performs such other functions as may be requested by the Board from time to time.

12


Mr. Rappaport has been selected by the Independent Trustees to serve as Chair of the Board of each Fund. Messrs. Kertess and Scoon have been selected by the Independent Trustees to serve as Vice Chair of the Board of each Fund. If re-elected by Shareholders of NIE and NFJ, and elected by the Shareholders of AIO, Mr. Rappaport will continue to serve as Chair of the Board of each Fund. Ifre-elected by Shareholders of NIE and elected by the Shareholders of AIO, Mr. Kertess will continue to serve as Vice Chair of the Board of each Fund. Ifre-elected by Shareholders of NCV, NCZ, NIE and NFJ, and elected by the Shareholders if AIO, Mr. Scoon will continue to serve as the Vice Chair of the Board of each Fund.

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; 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 all Funds, if Mr. Holt isre-elected to serve as Trustee of CBH, and if Mr. Fuccillo isre-elected to serve as Trustee of ACV), 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, administrative services, and is responsible for the management of risks that may arise from Fund investments and operations. Some employees of the Manager and its affiliates serve as the Funds’ officers, including, but

13


not limited to, 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 with respect to the Funds.

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 anrespective 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.

The Trustees of the Funds, their years of birth, the position they hold with the Funds, their term of office and length of time served, a description of their principal occupations during the past five years, the number of portfolios in the Fund Complex that the Trustees oversee and other directorships held by the Trustees of the Trust are

14


listed in the following tables. Except as shown, each Trustee’s principal occupation and business experience for the last five years have been with the employer(s) indicated, although in some cases the Trustee may have held different positions with such employer(s).

Information Regarding Trustees and Nominees.

The following table provides information concerning the Trustees/Nominees of the Funds.

Independent Trustees(1)

Name, Address*

and Year

of Birth

Position(s)

Held with

Trust

Term of Office

and Length of

Time Served

Principal

Occupation(s)

During the Past 5 Years

Number of

Portfolios

in Fund

Complex

Overseen by

Trustee

Other

Directorships

Held by

Trustee

During the

Past 5 Years

Sarah E. Cogan

1956

NCV — Class II

NCZ — Class I

ACV — Class III

NIE — Class III

NFJ — Class III

CBH — Class III

AIO — Class III

Trustee

NCV, NCZ, ACV, NIE, NFJ & CBH — January 2019

AIO — October 2019

Retired Partner, Simpson Thacher & Bartlett LLP (law firm) (“STB”); Formerly, Partner, STB (1989-2018); Director, Girl Scouts of Greater New York (since 2016); and Trustee, Natural Resources Defense Council, Inc. (since 2013).89None.

Deborah A.

DeCotis

1952

NCV — Class III

NCZ — Class II

ACV — Class III

NIE — Class III

NFJ — Class II

CBH — Class III

AIO — Class III

Trustee

NCV, NCZ, NIE & NFJ — March 2011

ACV — April 2015

CBH — May 2017

AIO — October 2019

Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); Trustee, Smith College (since 2017); and Director, Watford Re (Since 2017). Formerly,Co-Chair Special Projects Committee, Memorial Sloan Kettering (2005-2015); Trustee, Stanford University (2010-2015); and Principal, LaLoop LLC, a retail accessories company (1999-2014).89None.

15


Name, Address*

and Year

of Birth

Position(s)

Held with

Trust

Term of Office

and Length of

Time Served

Principal

Occupation(s)

During the Past 5 Years

Number of

Portfolios

in Fund

Complex

Overseen by

Trustee

Other

Directorships

Held by

Trustee

During the

Past 5 Years

F. Ford Drummond

1962

NCV — Class III

NCZ — Class III

ACV — Class II

NIE — Class II

NFJ — Class III

CBH — Class II

AIO — Class II

Trustee

NCV, NCZ, NIE & NFJ — June 2015

ACV — April 2015

CBH — May 2017

AIO — October 2019

Owner/Operator, Drummond Ranch; and Board Member, Oklahoma Water Resources Board. Formerly, Director, The Cleveland Bank; and General Counsel,BMI-Health Plans (benefits administration); and Chairman, Oklahoma Water Resources Board.61Director, BancFirst Corporation.

James A. Jacobson

1945

NCV — Class II

NCZ — Class II

ACV — Class II

NIE — Class II

NFJ — Class II

CBH — Class II

AIO — Class II

Trustee

NCV, NCZ, NIE & NFJ — December 2009

ACV — April 2015

CBH — May 2017

AIO — October 2019

Retired. Trustee (since 2002) and Chairman of Investment Committee (since 2007), Ronald McDonald House of New York; and Trustee, New Jersey City University (since 2014).89Formerly, Trustee, Alpine Mutual Funds Complex (consisting of 18 funds) (2009-2016).

Hans W. Kertess

1939

NCV — Class I

NCZ — Class III

ACV — Class I

NIE — Class I

NFJ — Class I

CBH — Class I

AIO — Class I

Trustee, Vice Chairman of the Boards

NCZ & NCV — February 2004

NFJ — September 2006

NIE — June 2007

ACV — April 2015

CBH — May 2017

AIO — October 2019

President, H. Kertess & Co., a financial advisory company; and Senior Adviser (formerly, Managing Director), Royal Bank of Canada Capital Markets (since 2004).89None.

16


Name, Address*

and Year

of Birth

Position(s)

Held with

Trust

Term of Office

and Length of

Time Served

Principal

Occupation(s)

During the Past 5 Years

Number of

Portfolios

in Fund

Complex

Overseen by

Trustee

Other

Directorships

Held by

Trustee

During the

Past 5 Years

James S. MacLeod

1947

NCV — Class III

NCZ — Class III

ACV — Class II

NIE — Class II

NFJ — Class I

CBH — Class II

AIO — Class II

Trustee

NCV, NCZ, NIE & NFJ — June 2015

ACV — April 2015

CBH — May 2017

AIO — October 2019

Non-Executive Chairman, CoastalSouth Bancshares, Inc. (since 2018); Director, Coastal States Bank; Director, Coastal States Mortgage, Inc.; Vice Chairman, MUSC Foundation; Chairman of the Board of Trustees, University of Tampa. Formerly, Chief Executive Officer of CoastalSouth Bancshares (2010-2018); President and Chief Operating Officer, Coastal States Bank (2007-2018); Managing Director and President, Homeowners Mortgage, a subsidiary of Coastal States Bank (2007-2018), Executive Vice President, Mortgage Guaranty Insurance Corporation (1984-2004).61Non-Executive Chairman & Director, Sykes Enterprises, Inc.

William B. Ogden, IV

1945

NCV — Class I

NCZ — Class I

ACV — Class I

NIE — Class I

NFJ — Class I

CBH — Class I

AIO — Class I

Trustee

NCZ, NCV & NFJ — September 2006

NIE — June 2007

ACV — April 2015

CBH — May 2017

AIO — October 2019

Retired. Formerly, Asset Management Industry Consultant; and Managing Director, Investment Banking Division of Citigroup Global Markets Inc.89None.

Alan Rappaport

1953

NCV — Class I

NCZ — Class I

ACV — Class I

NIE — Class I

NFJ — Class III

CBH — Class I

AIO — Class I

Trustee and Chairman of the Board

NCV, NCZ, NIE & NFJ — June 2010

ACV — April 2015

CBH — May 2017

AIO — October 2019

Adjunct Professor, New York University Stern School of Business (since 2011); Lecturer, Stanford University Graduate School of Business (since 2013); and Director, Victory Capital Holdings, Inc., an asset management firm (since 2013). Formerly, Trustee, American Museum of Natural History (2005-2015); and Trustee and Member of Board of Overseers, NYU Langone Medical Center (2007-2015); and Advisory Director (formerly, Vice Chairman), Roundtable Investment Partners (2009-2018).89None.

17


Name, Address*

and Year

of Birth

Position(s)

Held with

Trust

Term of Office

and Length of

Time Served

Principal

Occupation(s)

During the Past 5 Years

Number of

Portfolios

in Fund

Complex

Overseen by

Trustee

Other

Directorships

Held by

Trustee

During the

Past 5 Years

Davey S. Scoon

1946

NCV — Class II

NCZ — Class II

ACV — Class I

NIE — Class I

NFJ — Class III

CBH — Class I

AIO — Class I

Trustee, Vice Chairman of the Boards

ACV — April 2015

NCV, NCZ, NIE & NFJ — June 2015

CBH — May 2017

AIO — October 2019

Formerly, Adjunct Professor, University of Wisconsin-Madison (2011-2019).61Director, Albireo Pharma, Inc. (since 2016); and Director, AMAG Pharmaceuticals, Inc. (since 2006). Formerly, Director, Biodel Inc. (2013-2016);

Interested Trustees(1)

Name, Address*

and Year

of Birth

Position(s)
Held with
the Fund

Term of Office
and Length of
Time Served

Principal

Occupation(s)

During the Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen by
Trustee

Other
Directorships
Held by
Trustee
During the
Past 5 Years

Thomas J. Fuccillo(2)

1968

NCV — Class III

NCZ — Class III

ACV — Class II

NIE — Class II

NFJ — Class I

CBH — Class II

AIO — Class II

Trustee

NCV, NCZ, NIE, NFJ ACV & CBH — March 2019

AIO — October 2019

Managing Director and Head of US Funds of Allianz Global Investors U.S. Holdings LLC; Managing Director of Allianz Global Investors Distributors LLC; Trustee, President and Chief Executive Officer of 62 funds in the Fund Complex; and President and Chief Executive Officer of The Korea Fund, Inc. and The Taiwan Fund, Inc. Formerly, Associate General Counsel, Head of US Funds and Retail Legal (2004-2019); Chief Legal Officer and Secretary of Allianz Global Investors Distributors LLC (2013-2019); Vice President, Secretary and Chief Legal Officer of numerous funds in the Fund Complex; and Secretary and Chief Legal Officer of The Korea Fund, Inc.61None

18


Name, Address*

and Year

of Birth

Position(s)
Held with
the Fund

Term of Office
and Length of
Time Served

Principal

Occupation(s)

During the Past 5 Years

Number of
Portfolios in
Fund
Complex
Overseen by
Trustee

Other
Directorships
Held by
Trustee
During the
Past 5 Years

Erick R. Holt(2)

1952

NCV — Class I

NCZ — Class I

ACV — Class III

NIE — Class III

NFJ — Class II

CBH — Class III

AIO — Class III

Trustee

NCV, NCZ, NIE, NFJ ACV & CBH — December 2017

AIO — October 2019

Board Member, Global Chief Risk Officer, General Counsel and Chief Compliance Officer (2006 – April 2018) of Allianz Asset Management GmbH.61None

*

Unless otherwise indicated, the business address of the persons listed above is c/o Allianz Global Investors U.S. LLC, 1633 Broadway, New York, New York 10019.

(1)

“Independent Trustees” are those Trustees who are not “Interested Persons” (as defined in Section 2(a)(19) of the 1940 Act), and “Interested Trustees” are those Trustees who are “Interested Persons” of the Funds.

(2)

Each of Messrs. Fuccillo and Holt is an “interested person” of the Funds, as defined in Section 2(a)(19) of the 1940 Act, due to his affiliation with the Manager and its affiliates.

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” 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

19


table includes securities in which the Trustees/ Nominees hold an economic interest through their deferred compensation plan. See “Trustees’ Compensation” below.

Name of Trustee/

Nominee

Dollar Range of
Equity Securities
in the Funds*
Aggregate Dollar Range of Equity Securities in all
Registered Investment Companies Overseen or to
be Overseen by Trustee/Nominee in the Family of
Investment Companies*

INDEPENDENT TRUSTEES/NOMINEES

Sarah E. Cogan

Over $100,000

AllianzGI Convertible & Income Fund

$1-$10,000

AllianzGI Convertible & Income Fund II

$1-$10,000

AllianzGI Equity & Convertible Income Fund

$10,001-$50,000

AllianzGI Dividend Interest & Premium Strategy Fund

$1-$10,000

AllianzGI Diversified Income & Convertible Fund

$10,001-$50,000

AllianzGI Convertible & Income 2024 Target Term Fund

$1-$10,000

Deborah A. DeCotis

NoneOver $100,000

F. Ford Drummond

Over $100,000

AllianzGI Diversified Income & Convertible Fund

James A. Jacobson

NoneOver $100,000

Hans W. Kertess

NoneOver $100,000

James S. MacLeod

Over $100,000

AllianzGI Convertible & Income Fund

$1-$10,000

AllianzGI Convertible & Income Fund II

$1-$10,000

AllianzGI Equity & Convertible Income Fund

$10,001-$50,000

AllianzGI Dividend Interest & Premium Strategy Fund

$10,001-$50,000

AllianzGI Artificial Intelligence & Technology Opportunities Fund

$10,001-$50,000

20


Name of Trustee/

Nominee

Dollar Range of
Equity Securities
in the Funds*
Aggregate Dollar Range of Equity Securities in all
Registered Investment Companies Overseen or to
be Overseen by Trustee/Nominee in the Family of
Investment Companies*

William B. Ogden, IV

NoneOver $100,000

Alan Rappaport

Over $100,000

AllianzGI Convertible & Income Fund

$1-$10,000

AllianzGI Convertible & Income Fund II

$1-$10,000

AllianzGI Equity & Convertible Income Fund

$10,001-$50,000

AllianzGI Dividend Interest & Premium Strategy Fund

$10,001-$50,000

AllianzGI Diversified Income & Convertible Fund

$10,001-$50,000

AllianzGI Convertible & Income 2024 Target Term Fund

$1-$10,000

Davey S. Scoon

NoneOver $100,000

INTERESTED TRUSTEES/NOMINEES

Thomas J. Fuccillo

NoneOver $100,000

Erick R. Holt

NoneOver $100,000

*

Securities are valued as of the Record Date

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”) and Allianz Funds Multi-Strategy Trust (“MST”) (each, an “Allianz-SponsoredOpen-End Fund,” and collectively with the Funds, the “Allianz-Sponsored Funds”). In addition, each of Messrs. Jacobson, Kertess, Ogden and Rappaport and Mses. Cogan and 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

21


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. Effective October 1, 2016, AGIFM merged into AllianzGI U.S., by means of a statutory merger (the “Reorganization”). At the time of the Reorganization, AllianzGI U.S. assumed the role of primary investment manager to the Funds.

Each of the Allianz-Sponsored Funds is expected to hold a joint meeting of its 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 Chair of the Boards receives an additional $75,000 per year, payable quarterly. The Audit Oversight Committee Chair 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 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.

The Trustees do not currently receive any pension or retirement benefits from the Funds or the Fund Complex. In calendar year 2018 and certain prior periods, the Trust maintained a deferred compensation plan pursuant to which each Independent Trustee had the opportunity to elect not to receive all or a portion of his or her fees from the Funds on a current basis, but instead to receive in a subsequent period chosen by the Trustee an amount equal to the value of such compensation if such compensation had been invested in one or more series of Allianz Funds or Allianz Funds Multi-Strategy Trust selected by the Trustees from and after the normal payment dates for such compensation. The deferred compensation program was closed to new deferrals effective January 1, 2019, and all Trustee fees earned with respect to service in calendar year 2019 and beyond have been or will be paid in cash, on a current basis, unless the Board of Trustees of the Allianz-Sponsored Funds reopens the program to new deferrals. The Funds still have obligations with respect to Trustee fees deferred in

22


2018 and in prior periods, and will continue to have such obligations until all deferred Trustee fees are paid out pursuant to the terms of the deferred compensation plan.

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) for the fiscal years or periods, as applicable, ended January 31, 2020 for ACV, NIE and NFJ, and February 29, 2020 for NCV, NCZ, CBH and AIO. For the calendar year ended December 31, 2019, the Trustees received the compensation set forth in the table below for serving as Trustees of the Funds and other funds in the same Fund Complex as the Funds. Each officer and each Trustee who is a director, officer, partner, member or employee of the Manager, or of any entity controlling, controlled by or under common control with the Manager, including any Trustee who is an interested person, serves without any compensation from the Funds.

Independent Trustees (1)

Name of

Trustee/
Nominee

 Aggregate
Compensation
from ACV for
the Fiscal
Year Ended
January 31,
2020
  Aggregate
Compensation
from NIE for
the Fiscal
Year Ended
January 31,
2020
  Aggregate
Compensation
from NFJ for
the Fiscal
Year Ended
January 31,
2020
  Aggregate
Compensation
from NCV for
the Fiscal
Year Ended
February 29,
2020
  Aggregate
Compensation
from NCZ for
the Fiscal
Year Ended
February 29,
2020
  Aggregate
Compensation
from CBH for
the Fiscal
Year Ended
February 29,
2020
  Aggregate
Compensation
from AIO for
the Fiscal
Year Ended
February 29,
2020
  Total
Compensation
from the
Funds and
Fund
Complex Paid
to Trustees/
Nominees for
the Calendar
Year Ended
December 31,
2019(2)
 

Sarah E. Cogan

 $1,714  $4,679  $9,480  $3,620  $2,738  $1,283  $986  $470,000 

Deborah A. DeCotis

 $1,645  $4,489  $9,096  $3,474  $2,628  $1,232  $946  $535,000 

F. Ford Drummond

 $1,679  $4,584  $9,288  $3,547  $2,683  $1,258  $966  $240,000 

Bradford K. Gallagher***

 $1,645  $4,489  $9,096  $3,474  $2,628  $1,232  $946  $460,000 

James A. Jacobson

 $1,815  $4,954  $10,037  $3,833  $2,899  $1,359  $1,044  $535,000 

Hans W. Kertess

 $1,645  $4,489  $9,096  $3,474  $2,628  $1,232  $946  $460,000 

James S. MacLeod

 $1,714  $4,679  $9,480  $3,833  $2,899  $1,359  $986  $245,000 

William B. Ogden, IV

 $1,679  $4,584  $9,288  $3,547  $2,683  $1,258  $966  $465,000 

Alan Rappaport

 $2,169  $5,920  $11,994  $4,580  $3,465  $1,624  $1,248  $535,000 

Davey S. Scoon

 $1,645  $4,489  $9,096  $3,472  $2,626  $1,231  $946  $235,000 

(1)

All compensation figures in this table include payments deferred by Trustees for the relevant period. As of December 31, 2019, the total amount of deferred compensation accrued and outstanding across the Fund Complex (relating to deferrals during the calendar year ended December 31, 2019 and any prior years) was as follows: Drummond $3,107,672, MacLeod $208,531, Rappaport $1,238,551 and Scoon $1,515,365.

23


(2)

In addition to the Allianz-Sponsored Funds, which are managed by AllianzGI U.S., during each Fund’s most recently completed fiscal year, each of Mses. Cogan and DeCotis and Messrs. Kertess, Gallagher, Jacobson, Ogden and Rappaport served as trustees of the PIMCO-Sponsored Funds, which are managed by PIMCO. The Allianz-Sponsored Funds and the PIMCO-Sponsored Funds are considered to be in the same Fund Complex as the Funds. Mses. Cogan and DeCotis and Messrs. Kertess, Jacobson, Ogden and Rappaport currently serve as trustee or director of 89 funds in the Fund Complex, including the PIMCO-Sponsored Funds. For the calendar year ended December 31, 2019, amounts received by these Trustees from Allianz-Sponsored Funds were: for Mr. Jacobson, $260,000; for Ms. Cogan, $245,000; for Ms. DeCotis, $235,000; and for Messrs. Kertess, Gallagher, Ogden, and Rappaport, $235,000, $235,000, $240,000 and $310,000, respectively. These amounts are included in the Fund Complex totals in the table above. Messrs. Drummond, MacLeod and Scoon serves as trustee or director of other Allianz-Sponsored Funds considered to be in the same Fund Complex as each Fund. Messrs. Drummond, MacLeod and Scoon currently serve as trustee or director of 61 such investment companies.

***

Mr. Gallagher resigned from the Board of each Fund effective December 31, 2020.

The Funds have no employees.

Trustee Qualifications— The Board has determined that each Trustee/Nominee should serve as such based on several factors (none of which alone is decisive). As mentioned above, each Independent Trustee/Nominee, with the exception of Ms. Cogan, and each of Messrs. Fuccillo and Holt, has served as a Trustee of each Fund for a number of years and/or has served as a Trustee of one or more investment companies affiliated with the Funds for a number of years. Each Trustee/Nominee is knowledgeable about the Funds’ business and service provider arrangements, which are for the most part common among the Funds, Allianz Funds, IMST and MST. Among the factors the Board considered when concluding that an individual should serve on the Board were the following: (i) the individual’s business and professional experience and accomplishments; (ii) the individual’s ability to work effectively with other members of the Board; (iii) the individual’s prior experience, if any, serving on the boards of public companies (including, where relevant, other investment companies) and other complex enterprises and organizations; and (iv) how the individual’s skills, experiences and attributes would contribute to an appropriate mix of relevant skills and experience on the Board.

In respect of each current Trustee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Funds, were a significant factor in the determination by the Board that the individual is qualified to serve as a Trustee of the Funds. The following is a summary of various qualifications, experiences and skills of each Trustee (in addition to business experience during the past five years set forth in the table above) that

24


contributed to the Board’s conclusion that an individual is qualified to serve on the Board. References to qualifications, experiences and skills are not intended to hold out the Board or individual Trustees as having any special expertise or experience, and shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.

Sarah E. Cogan — Ms. Cogan has substantial legal background and experience in the investment management industry. She was a partner at STB, a large international law firm, in the corporate department for over 25 years and former head of the registered funds practice. She has extensive experience in oversight of investment company boards through her experience as counsel to the Independent Trustees of the Funds and as counsel to other independent trustees, investment companies and asset management firms.

Deborah A. DeCotis — Ms. DeCotis has substantial senior executive experience in the investment banking industry, having served as a Managing Director for Morgan Stanley. She has extensive board experience and/or experience in oversight of investment management functions through her experience as a former Director of the Helena Rubinstein Foundation, Stanford Graduate School of Business and Armor Holdings.

F. Ford Drummond — Mr. Drummond has substantial legal background and experience in the oversight and management of regulated companies through his work as General Counsel of BMI Health Plans, a benefits administrator. He has substantial board experience in the banking sector as a director of the BancFirst Corporation, Oklahoma’s largest state chartered bank, and as a former director of The Cleveland Bank. Mr. Drummond also serves as a member and is past chairman of the Oklahoma Water Resources Board, which provides tax exempt financing for water infrastructure projects in the state.

Thomas J. Fuccillo — Mr. Fuccillo has substantial executive-level experience in the asset management industry as President and Chief Executive Officer of all series in the Fund Complex and formerly, Vice President, Secretary and Chief Legal Officer of numerous funds in the Fund Complex. Mr. Fuccillo has served a critical role to the holding company for the Manager, developing and running the legal team that supports the US retail funds business. Because of his familiarity and extensive experience with the Fund Complex, the Manager and affiliated entities, Mr. Fuccillo serves as an important information resource for the Independent Trustees.

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.

25


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 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 past service as a trustee of another fund family.

Hans W. Kertess — Mr. Kertess has substantial executive experience in the investment management industry. He is the president of a financial advisory company, H. Kertess & Co., and formerly served as Managing Director of Royal Bank of Canada Capital Markets. He has significant expertise in the investment banking industry.

James S. MacLeod — Mr. MacLeod has substantial business and finance experience, including in the banking sector. He has experience as an officer and a board member of public and private companies. He is the Executive Chairman of Coastal Bancshares and Chairman of the Board of CoastalStates Bank. He is also on the board of Sykes Enterprises, Inc. He also has experience in thenon-profit sector overseeing the endowment of the University of Tampa while serving as Vice Chairman of the Board and as a member of the Executive Committee.

William B. Ogden, IV — Mr. Ogden has substantial senior executive experience in the investment banking industry. He served as Managing Director at Citigroup, where he established and led the firm’s efforts to raise capital for and provide mergers and acquisition advisory services to asset managers and investment advisers. He also has significant expertise with fund products through his senior-level responsibility for originating and underwriting a broad variety of such products.

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

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

26


Board Committees and Meetings.

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

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

The Board of each Fund has adopted a written Audit Oversight Committee charter for its Audit Oversight Committee. A copy of the written charter for each Fund, as amended to date, is attached to this Proxy Statement asExhibit A. A report of the Audit Oversight Committee of ACV, NIE and NFJ, dated March 21, 2020, is attached to this Proxy Statement asExhibit B-1. A report of the Audit Oversight Committee of AIO, NCV, NCZ and CBH, dated April 24, 2020, is attached to this Proxy Statement asExhibit B-2.

Compliance Committee.Each Fund’s Compliance Committee is currently composed of all Trustees. Mr. Drummond is the current Chair of each Fund’s Compliance Committee. The Compliance Committee’s responsibilities include providing oversight with respect to regulatory and fiduciary compliance matters involving each Fund, reviewing and making recommendations regarding compliance policies and procedures, receiving reports from the CCO as to the results of internal audit functions, advising each Fund’s Board on matters relating to the CCO and serving as principal liaison between each Fund’s Board and compliance officers. The Compliance Committee was constituted on December 15, 2016. Prior to December 15, 2016, the Committee’s responsibilities were carried out by each Fund’s Board of Trustees. The Board of each Fund has adopted a written Compliance Committee charter for its Compliance Committee.

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Contracts Committee.Each Fund’s Contracts Committee is currently composed of Messrs. Drummond, Jacobson, Kertess, MacLeod, Ogden, Rappaport and Scoon and Mses. Cogan and DeCotis, each of whom is an Independent Trustee. Ms. Cogan is the current Chair of each Fund’s Contracts Committee. The Contracts Committee’s responsibilities include reviewing and considering the periodic renewal of the Funds’ investment advisory and administration and distribution agreements and plans. 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 of Messrs. Drummond, Jacobson, Kertess, MacLeod, Ogden, Rappaport and Scoon, and Mses. Cogan and DeCotis, each of whom is an Independent Trustee. Each member of each Fund’s Governance and Nominating Committee is “independent,” as independence for nominating committee members is defined in the currently applicable listing standards of the NYSE, on which the Common Shares of each Fund are listed. Mr. Rappaport is the current Chair of each Fund’s Governance and Nominating Committee. The Governance and Nominating Committee’s responsibilities include the oversight of matters relating to the functions and duties of the Board of Trustees (including Board education) and the screening and nomination of candidates for election to the Board of Trustees as independent trustees of the Funds. It is the policy of the Governance and Nominating Committee to consider trustee nominees recommended by Shareholders. The procedures by which Shareholders can submit nominee recommendations to the Governance and Nominating Committee are summarized below and set forth in each Fund’s Governance and Nominating Committee Charter. The Governance and Nominating Committee succeeds the previously existing Compensation Committee of the Funds and will periodically review and recommend for approval by the Board the structure and level of compensation and any related benefits to be paid or provided by the Funds to the Independent Trustees for their services on the Board and any committees of the Board. The Governance and Nominating Committee was called the Nominating Committee prior to March 5, 2015.

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

28


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

Consideration of Candidates Recommended by Shareholders.The Governance and Nominating Committee of each Fund will review and consider nominees recommended by Shareholders to serve as Trustee, provided that the recommending Shareholder follows the “Procedures for Shareholders to Submit Nominee Candidates for the 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. Among other requirements, these procedures provide that the recommending Shareholder must submit any recommendation in writing to the Fund, to the attention of the Fund’s Secretary, at the address of the principal executive offices of the Fund and that such submission must be received at such offices not less than 45 days nor more than 75 days prior to the date of the Board or Shareholder meeting at which the nominee would be elected. Any recommendation must include certain biographical and other information regarding the candidate and the recommending Shareholder, and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The foregoing description of the requirements is only a summary. Please refer to the Governance and Nominating Committee Charter, available 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 Trustees. Mr. MacLeod is the current Chair of each Fund’s Performance Committee. The Performance Committee’s responsibilities include reviewing the performance of the Funds and any changes in investment philosophy, approach and personnel of the Manager. The Performance Committee was constituted on March 5, 2015, and prior to that date its responsibilities were carried out by the full Board of each Fund.

Valuation Committee.Each Fund’s Valuation Committee is currently composed of all Trustees. Mr. Ogden is the current Chair of each Fund’s Valuation Committee. The Valuation Committee has been delegated responsibility by the Board of each Fund for overseeing determinations of the fair value of each Fund’s portfolio securities on behalf of each Fund’s Board in accordance with the Funds’ valuation procedures. The Valuation Committee reviews and approves procedures for the fair valuation of each Fund’s portfolio securities and periodically reviews information from the Manager

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regarding fair value and liquidity determinations made pursuant to Board-approved procedures, and makes related recommendations to the full Board and assists the full Board in resolving particular fair valuation and other valuation matters.

Meetings.

With respect to NCV, during the fiscal year ended February 29, 2020, the Board of Trustees held four regular meetings and one special meeting. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session four times, the Performance Committee met in separate session eight 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 eight times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NCV that were held during the fiscal year ended February 29, 2020.

With respect to NCZ, during the fiscal year ended February 29, 2020, the Board of Trustees held four regular meetings and one special meeting. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session four times, the Performance Committee met in separate session eight 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 eight 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 29, 2020.

With respect to ACV, during the fiscal year ended January 31, 2020,2022, to any Fund shareholder upon request. To request a copy, please call (833) 288-9331 or write to the Board of Trustees held four regular meetings. The Audit Oversight Committee metFunds’ Secretary in separate session five times, the Governance and Nominating Committee met in separate session four times, the Performance Committee met in separate session eight times, the Contracts Committee met in separate session three times, the Compliance Committee met in separate session four times and the Valuation Committee met in separate session eight times. Each Trustee attended in person or via teleconference at least 75%care of the regular meetings of the Board and meetings of the committees on which such Trustee served for ACV that were held during the fiscal year ended January 31, 2020.

With respect to NIE, during the fiscal year ended January 31, 2020, the Board of Trustees held four regular meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session four times, the Performance Committee met in separate session seven 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 seven times. Each Trustee attended in personFund(s), at 101 Munson Street, Greenfield, MA 01301-9668 or via teleconference at least 75% of the

30


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, 2020.

With respect to NFJ, during the fiscal year ended January 31, 2020, the Board of Trustees held four regular meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session four times, the Performance Committee met in separate session eight times, the Contracts Committee met in separate session three times, the Compliance Committee met in separate session four times and the Valuation Committee met in separate session seven times. Each Trustee attended in person or via teleconference at least 75% of the regular meetings of the Board and meetings of the committees on which such Trustee served for NFJ that were held during the fiscal year ended January 31, 2020.

With respect to CBH, during the fiscal year ended February 29, 2020, the Board of Trustees held four regular meetings. The Audit Oversight Committee met in separate session five times, the Governance and Nominating Committee met in separate session four times, the Performance Committee met in separate session eight times, the Contracts Committee met in separate session three times, the Compliance Committee met in separate session four times and the Valuation Committee met in separate session eight 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 29, 2020.

With respect to AIO, during the fiscal year ended February 29, 2020, the Board of Trustees held three regular meetings. The Audit Oversight Committee met in separate session one time, the Governance and Nominating Committee met in separate session one time, the Performance Committee met in separate session two times, the Contracts Committee met in separate session one time, the Compliance Committee met in separate session one time 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 AIO that were held during the fiscal year ended February 29, 2020.

The Trustees do not attend the annual Shareholder meetings.

Shareholder Communications with the Board of Trustees.The Board of Trustees of each Fund has adopted procedures by which Shareholders may send communications to the Board. Shareholders may mail written communications to the Board to the attention of the Board of Trustees, [name of Fund], c/o Angela Borreggine, Chief Legal Officer (“CLO”),One Financial Plaza, Hartford, CT 06103.

1. APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENTS
Background
On May 17, 2022, Allianz Global Investors U.S. LLC 1633 Broadway, New York, New York 10019. Shareholder communications must (i) be in writing and be signed by the Shareholder and (ii) identify the class and number of Shares held by the Shareholder. The CLO of each Fund or her designee is responsible for reviewing properly submitted Shareholder communications. The CLO shall either

31


(i) provide a copy of each properly submitted Shareholder communication(“AllianzGI US”) settled certain government charges with respect to matters unrelated to the Board at its next regularly scheduled Board meeting or (ii) if the CLO determines that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The CLO may, in good faith, determine that a Shareholder communication should not be provided to the Board because it does not reasonably relate to a Fund or its operations, management, activities, policies, service providers, Board, officers, Shareholders or other matters relating to an investment in the Fund or is otherwise routine or ministerial in nature. These procedures do not apply to (i) any communication from an officer or Trustee of a Fund, (ii) any communication from an employee or agent of a Fund, unless such communication is made solely in such employee’s or agent’s capacity as a Shareholder, or (iii) any Shareholder proposal submitted pursuant to Rule14a-8 under the Exchange Act or any communication made in connection with such a proposal. A Fund’s Trustees are not required to attend the Fund’s annual Shareholder meetings or to otherwise make themselves available to Shareholders for communications, other than by the aforementioned procedures.

Delinquent Section 16(a) Reports.Each Fund’s Trustees and certain officers, investment advisers, certain affiliated persons of the investment advisers and persons who beneficially own more than 10% of any class of outstanding securities of a Fund (i.e., a Fund’s Common Shares or Preferred Shares) are required to file forms reporting their affiliationFunds with the Fund and reports of ownership and changes in ownership of the Fund’s securities with theU.S. Securities and Exchange Commission (the “SEC”) and the NYSE. These persons and entities are required by SEC regulation to furnish the Fund with copiesDepartment of all such forms they file. Based solely onJustice. As a review of these forms furnished to each Fund, each Fund believes that eachresult of the Trustees, relevant officers,settlement, AllianzGI US will not be permitted to serve as investment advisersadviser or subadviser to U.S. registered open-end and relevant affiliated personsclosed-end funds going forward, including the Funds. The SEC granted AllianzGI US a waiver at the time of its settlement order pursuant to which it may continue to subadvise registered closed-end funds, including the Funds, for up to a four-month period that ends on September 17, 2022. Concurrently with the announcement of the settlement, AllianzGI US announced its intention to enter into an agreement with Voya Financial, Inc. to transfer the investment advisers and the personsteams who beneficially own more than 10% of any class of outstanding securities of a Fund has complied with all applicable filing requirements during each Fund’s respective fiscal year, except, due to administrative oversight, (i) a late Form 4 filing with respect to seven transactions was filed on February 28, 2020 for James C.K. Chen (for AIO), (ii) two late Form 4s, each with respect to one transaction, were filed on February 28, 2020 and March 12, 2020, respectively, for Stephen B. Jue (for AIO), and (iii) an amendment to Form 4 was filed on February 28, 2020 with respect to one transaction for Justin Kass (for AIO) to correct inadvertent errors in the number of shares of Common Stock previously reported.

Required Vote.

There-election of Ms. Cogan and Mr. Scoon to the Board of Trustees of NCV will require the affirmative vote of a plurality of the votes of the Common Shareholders and Preferred Shareholders (voting together as a single class) of NCV cast in the election of Trustees at the Meeting, in person or by proxy. There-election of Mr. Jacobson will require a plurality of the votes of the Preferred Shareholders of NCV

32


cast in the election of Trustees at the meeting, in person or by proxy, with each Preferred Share entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share.

There-election of Ms. DeCotis and Mr. Scoon to the Board of Trustees of NCZ will require the affirmative vote of a plurality of the votes of the Common Shareholders and Preferred Shareholders (voting together as a single class) of NCZ cast in the election of Trustees at the Meeting, in person or by proxy. There-election of Mr. Jacobson will require a plurality of the votes of the Preferred Shareholders of NCZ cast in the election of Trustees at the meeting, in person or by proxy, with each Preferred Share entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share.

There-election of Messrs. Drummond, Fuccillo and MacLeod to the Board of Trustees of ACV will require the affirmative vote of a plurality of the votes of the Common Shareholders and Preferred Shareholders (voting together as a single class) of ACV cast in the election of Trustees at the Meeting, in person or by proxy. There-election of Mr. Jacobson will require a plurality of the votes of the Preferred Shareholders of ACV cast in the election of Trustees at the meeting, in person or by proxy.

There-election of Messrs. Kertess, Ogden, Rappaport and Scoon to the Board of Trustees of NIE will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.

There-election of Ms. Cogan and Messrs. Drummond, Rappaport and Scoon to the Board of Trustees of NFJ will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.

There-election of Ms. Cogan and Mr. Holt, and the election of Ms. DeCotis to the Board of Trustees of CBH will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.

The election of Messrs. Kertess, Ogden, Rappaport and Scoon to the Board of Trustees of AIO will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.

THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.

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ADDITIONAL INFORMATION

Executive and Other Officers of the Funds.The table below provides certain information concerning the executive officers ofcurrently manage the Funds and certain other officers who perform similar duties. Officersassets comprising most of NCV, NCZ, ACV, NIE, NFJ, CBHAllianzGI US’ United States business to Voya Investment Management Co. LLC (“Voya”) (the “Liftout”). This agreement was subsequently executed and AIO hold office at the pleasurecompletion of the relevant Board and until their successors are chosen and qualified, or in each case until he or she sooner dies, resigns, is removed with or without cause or becomes disqualified. Each such officer shall hold office until his or her successor shall have been duly elected or appointed and qualified, or until his or her death, or until he or she shall have resigned or have been removed. Officers and employees of the Funds who are principals, officers, members or employees of the Manager are not compensated by the Funds.

Name, Address*

and Year of Birth

Position(s) Held
with Trust

Term of Office and Length
of Time Served

Principal Occupation(s)
During the Past 5 Years

Thomas J. Fuccillo

1968

President and Chief Executive Officer

NCV, NCZ, NIE, NFJ & ACV (Since April 2016)

CBH
(Since May 2017)

AIO
(Since October 2019)

Managing Director and Head ofLiftout occurred on July 25, 2022. AllianzGI US Funds of Allianz Global Investors U.S. Holdings LLC; Managing Director of Allianz Global Investors Distributors LLC; Trustee, President and Chief Executive Officer of 61 funds in the Fund Complex; and President and Chief Executive Officer of The Korea Fund, Inc. and The Taiwan Fund, Inc. Formerly, Associate General Counsel, Head of US Funds and Retail Legal (2004-2019); Chief Legal Officer and Secretary of Allianz Global Investors Distributors LLC (2013-2019); Vice President, Secretary and Chief Legal Officer of numerous funds in the Fund Complex; and Secretary and Chief Legal Officer of The Korea Fund, Inc.

34


Name, Address*

and Year of Birth

Position(s) Held
with Trust

Term of Office and Length
of Time Served

Principal Occupation(s)
During the Past 5 Years

Scott Whisten

1971

Treasurer, Principal Financial and Accounting Officer

NCV, NCZ, NIE, NFJ, ACV & CBH

(Since April 2018)

AIO
(Since October 2019)

Director of Allianz Global Investors U.S. LLC; and Treasurer, Principal Financial and Accounting Officer of 61 funds in the Fund Complex. Formerly, Assistant Treasurer of numerous funds in the Fund Complex (2007-2018).

Angela Borreggine

1964

Chief Legal Officer and Secretary

NCV, NCZ, NIE, NFJ & ACV (Since April 2016)

CBH
(Since May 2017)

AIO
(Since October 2019)

Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC; and Chief Legal Officer and Secretary of 61 funds in the Fund Complex; and Secretary and Chief Legal Officer of The Korea Fund, Inc. Formerly, Assistant Secretary of numerous funds in the Fund Complex (2015-2016).

Thomas L. Harter, CFA

600 West Broadway,

San Diego, CA 92101

1975

Chief Compliance Officer

NCV, NCZ, NIE & NFJ
(Since June 2013)

ACV
(Since May 2015)

CBH
(Since May 2017)

AIO
(Since October 2019)

Director, Senior Compliance Manager of Allianz Global Investors U.S. Holdings LLC; Director, Deputy Chief Compliance Officer of Allianz Global Investors U.S. LLC; and Chief Compliance Officer of 61 funds in the Fund Complex and of The Korea Fund, Inc.

35


Name, Address*

and Year of Birth

Position(s) Held
with Trust

Term of Office and��Length
of Time Served

Principal Occupation(s)
During the Past 5 Years

Richard J. Cochran

Assistant Treasurer

NCV, NCZ, NIE & NFJ
(Since May 2008)

ACV
(Since May 2015)

CBH
(Since May 2017)

AIO
(Since October 2019)

Vice President of Allianz Global Investors U.S. LLC; and Assistant Treasurer of 61 funds in the Fund Complex and of The Korea Fund, Inc.

Orhan Dzemaili

1974

Assistant Treasurer

NCV, NCZ, NIE & NFJ
(Since January 2011)

ACV
(Since May 2015)

CBH
(Since May 2017)

AIO
(Since October 2019)

Director of Allianz Global Investors U.S. LLC; Treasurer, Principal Financial and Accounting Officer of The Korea Fund, Inc.; and Assistant Treasurer of 61 funds in the Fund Complex. Formerly, Assistant Treasurer of The Korea Fund, Inc. (2016-2018).

Debra Rubano

1975

Assistant Secretary

NCV, NCZ, NIE, NFJ & ACV
(Since December 2015)

CBH
(Since May 2017)

AIO
(Since October 2019)

Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC; and Assistant Secretary of 61 funds in the Fund Complex.

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Name, Address*

and Year of Birth

Position(s) Held
with Trust

Term of Office and Length
of Time Served

Principal Occupation(s)
During the Past 5 Years

Craig Ruckman

1977

Assistant Secretary

NCV, NCZ, NIE, NFJ, ACV & CBH
(Since December 2017)

AIO
(Since October 2019)

Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC; Chief Legal Officer of Allianz Global Investors Distributors LLC; and Assistant Secretary of 61 funds in the Fund Complex. Formerly, Associate of K&L Gates LLP (2012-2016).

*

Unless otherwise noted, the address of the Funds’ officers is Allianz Global Investors U.S. LLC, 1633 Broadway, New York, New York 10019.

Each of 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) set forth in the table above.

Investment Manager.The Manager, located at 1633 Broadway, New York, New York 10019, serves as the investment manager of the Funds and is responsible for managing the Funds’ business affairs and administrative matters. AllianzGI U.S. is an investment adviser based in New York, New York, Dallas, Texas and San Diego, California. The Manager is a majority-owned indirect subsidiary of Allianz SE, a publicly traded European-based multinational insurance and financial services holding company.

Independent Registered Public Accounting Firm. In connection with the Liftout, Voya Investment Management LLC, Voya’s direct parent company, has gone from being a wholly-owned subsidiary of Voya Holdings, Inc. which in turn is a wholly-owned subsidiary of Voya Financial, Inc., to being a wholly-owned subsidiary of a holding company which is ultimately owned by both Allianz SE and by Voya Financial, Inc., with Voya Financial, Inc. having a majority ownership of such entity. In addition, AllianzGI US has agreed to transfer available credits payable to brokerage firms in exchange for certain services (“soft-dollar credits”) related to the Funds to Voya upon completion of the Liftout. Such soft-dollar credits will be available to Voya in support of the management of the Funds and other funds previously subadvised by AllianzGI US and subadvised by Voya after the Liftout is

5

complete. Under the terms of its settlement with the SEC, AllianzGI US will bear all expenses associated with a transition of the Funds necessitated by the settlement, including the costs of this proxy and the shareholder meeting described herein.
Upon effectiveness of the Liftout, the subadvisory agreement with AllianzGI US terminated and each Fund entered into an interim subadvisory agreement with Voya (each, an “Interim Subadvisory Agreement”) which will continue in force for a period of up to 150 days. The Audit Oversight Committeefees payable under each Fund’s Interim Subadvisory Agreement are paid to an interest bearing escrow account, which will be released only if the respective shareholders of each Fund vote in favor of the Proposal. The terms and conditions of each Interim Subadvisory Agreement are otherwise substantially the same as the preexisting agreements with AllianzGI US. The same personnel from AllianzGI US who managed the portfolios of the Funds prior to the implementation of the Interim Subadvisory Agreements will continue to provide the same services to the Funds in their capacities as employees of Voya under of the Interim Subadvisory Agreements.
Under the Proposal, if approved by shareholders, a new subadvisory agreement between Virtus Investment Advisers, Inc. (“Virtus”) and Voya would be implemented for each Fund (each, a “Proposed Subadvisory Agreement”) in replacement of the Fund’s BoardInterim Subadvisory Agreement described above. The terms of the Proposed Subadvisory Agreements are summarized below. If a Fund’s Proposed Subadvisory Agreement is approved by shareholders and takes effect, the fullFund would receive essentially the same investment management services that it received through AllianzGI US as subadviser and from the same personnel, except that the Fund’s current portfolio managers and other investment personnel would provide such services in their capacities as employees of Voya as subadviser. Virtus and its affiliates will continue to provide the same investment oversight, administrative and other services to each Fund as they have to date in their continuing capacities as investment adviser and administrator, except through oversight of Voya as subadviser in place of AllianzGI US. There will be no changes to a Fund’s current investment advisory or subadvisory fee rates and each Fund’s total expenses are expected to be the approximately the same with Voya as subadviser under the Proposed Subadvisory Agreement as they would have been if the arrangements with AllianzGI US as subadviser had remained in place. As described below, certain operations, compliance, trading, risk management and other functions previously provided by AllianzGI US as subadviser would transition to Voya going forward, but the transition is not expected to result in any diminution in the level or quality of services provided to any of the Funds.
6

Description of the Subadvisory Agreement with AllianzGI US
Until the effectiveness of the Liftout, AllianzGI US served as the subadviser for each Fund pursuant to the applicable subadvisory agreement between Virtus and AllianzGI US for each Fund (the “AllianzGI Subadvisory Agreement”). The Board of each Fund unanimously selected PricewaterhouseCoopers LLP (“PwC”)of NCV, NCZ, NIE, ACV, CBH, NFJ and AIO including a majority of the Independent Trustees, most recently approved the AllianzGI Subadvisory Agreement, as applicable, on August 31, 2020. The AllianzGI Subadvisory Agreement was last submitted to the independent registered public accounting firmShareholders of NCZ and CBH for approval at the fiscal years ending January 31,meetings that concluded on November 24, 2020, forthe Shareholders of NCV, ACV, NIE and NFJ on December 23, 2020 and the Shareholders of AIO on February 29, 2020 for NCV, NCZ, CBH and AIO. PwC served25, 2021. As noted above, the Interim Subadvisory Agreements are substantially the same as the independent registered public accounting firmAllianzGI Subadvisory Agreements, except for the term of each Fundsuch agreement and the payment of fees into escrow. The below description therefore applies to the Interim Subadvisory Agreements except with respect to those two points.
Services.   Under the AllianzGI Subadvisory Agreements AllianzGI US was obligated, subject always to the direction and oversight of the Boards of Trustees and Virtus, to furnish continuously an investment program for the last fiscal year,Funds’ portfolios.
In providing management services to the Funds, AllianzGI US was subject to the investment objectives, policies and also serves as the independent registered public accounting firm of various other investment companies for which the Manager serves as investment adviser. PwC is located at 300 Madison Avenue, New York, New York 10017. Nonerestrictions of the Funds knowsand as set forth in each Fund’s registration statement to the extent in effect and as amended or supplemented by disclosure contained in each Fund’s shareholder reports (the “Fund Disclosure”), as may be periodically amended and provided to AllianzGI US by Virtus, and to the investment restrictions set forth in the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules thereunder, to the supervision and control of the Board, and to instructions from Virtus. AllianzGI US would not, without a Fund’s prior written approval, effect any transactions that would cause such Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. Virtus provided AllianzGI US with such assistance as may have been reasonably requested to facilitate AllianzGI US’ services under the AllianzGI Subadvisory Agreements, including, without limitation, providing information concerning the Funds, contact information for parties to provide information about funds available or to become available for investment, and information generally as to the conditions of the Funds’ affairs.
Fees.   Under the AllianzGI Subadvisory Agreements, Virtus paid a subadvisory fee to AllianzGI US at the rate of 50% of the net advisory fee paid by the applicable Fund to Virtus. For this purpose, the “net advisory fee” is the advisory fee paid to Virtus, based on the Fund’s average daily managed assets, after accounting for any applicable fee waiver and/or expense limitation
7

agreement, which did not include reimbursement of Virtus for any expenses or recapture of prior waivers. Thus, the amount of any direct financialrecoupment or material indirect financial interestrecapture of PwCprior waivers had the effect of being shared equally between Virtus and AllianzGI US. The fees were prorated for any month during which the applicable AllianzGI Subadvisory Agreement was in effect for only a portion of the month. In computing the fee to be paid to AllianzGI US, the managed assets of the applicable Fund were calculated as set forth in the Fund Disclosure of that Fund.
Term/Termination/Amendment.   The AllianzGI Subadvisory Agreements took full force and effect as to the applicable Fund for an initial two-year period in accordance with the 1940 Act in February 2021. The AllianzGI Subadvisory Agreement, when in effect, was terminable with respect to a Fund at any time on 60 days’ written notice to Virtus, or by Virtus on 60 days’ written notice to the Fund, without the payment of any penalty, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of a Fund or by a vote of the Trustees. Additionally, when in effect, the AllianzGI Subadvisory Agreements were also terminable by Virtus or the Board immediately in various other customary circumstances. The AllianzGI Subadvisory Agreements provided that they would terminate automatically upon termination of the current investment advisory agreement in place between Virtus and each Fund (the “Investment Advisory Agreement”) and in the event of their assignment (as defined in the 1940 Act). The AllianzGI Subadvisory Agreements provided that they could be amended upon the agreement in writing of the applicable Fund, AllianzGI US and Virtus.
Pursuant to the resolution of certain government charges against AllianzGI US noted above, AllianzGI US is not permitted to serve as adviser or subadviser to U.S. registered open-end and closed-end funds going forward, including the Funds.

37

The AllianzGI Subadvisory Agreements terminated upon the effectiveness of the Liftout and effectiveness of the Interim Subadvisory Agreements with Voya described above.

Liability. The AllianzGI Subadvisory Agreements provided that AllianzGI US would not have been liable to either the applicable Fund or Virtus for any error of judgment or mistake of law or for any loss suffered, except for losses resulting by reason of willful misconduct, bad faith, gross negligence or reckless disregard in the performance of AllianzGI US’ duties under the AllianzGI Subadvisory Agreements. Additionally, the AllianzGI Subadvisory Agreements did not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of each Fund. However, AllianzGI US was responsible for, and indemnified and held the Fund and Virtus and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or Virtus within the meaning of Section 15 of the Securities Act of 1933, as
8

amended, harmless against, any and all losses arising out of or resulting from a “Trade Error” ​(as defined in the compliance policies and procedures of the Fund and/or AllianzGI), as the same may be amended from time to time, caused by the negligent action or negligent omission of AllianzGI US or its agent.
Description of the Proposed New Subadvisory Agreement with Voya
For each Fund, the Proposed Subadvisory Agreement between Virtus and Voya is substantially the same as the Fund’s preexisting Subadvisory Agreement with AllianzGI US with respect to the key terms summarized below.
Services.   Under the Proposed Subadvisory Agreement, a form of which is attached to this Proxy Statement as Appendix A, representativeVoya would be obligated, subject always to the direction and oversight of PwC, ifthe Boards of Trustees and Virtus, to furnish continuously an investment program for a Fund’s portfolios.
In providing management services to a Fund Voya shall be subject to the investment objectives, policies and restrictions of the Funds as set forth in the Fund’s registration statement to the extent in effect and as supplemented by disclosure contained in each Fund’s shareholder reports (the “Fund Disclosure”), as may be periodically amended and provided to Voya by Virtus, and to the investment restrictions set forth in the 1940 Act and the rules thereunder, to the supervision and control of the Board, and to instructions from Virtus. Voya shall not, without a Fund’s prior written approval, effect any transactions that would cause such Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. Virtus would agree to provide Voya with such assistance as may be reasonably requested by any Shareholder,Voya to facilitate its services under the Proposed Subadvisory Agreement, including, without limitation, providing information concerning the Fund, contact information for parties to provide information about assets available or to become available for investment, and information generally as to the conditions of the Fund’s affairs.
Fees.   The proposed fee arrangements under the Proposed Subadvisory Agreement with Voya are identical to those previously in place with AllianzGI US under the AllianzGI Subadvisory Agreement. In this regard, the total advisory fee that a Fund pays to Virtus under the Investment Advisory Agreement will be presentnot change if the Proposed Subadvisory Agreement takes effect. Under a Fund’s Proposed Subadvisory Agreement, Virtus will pay a subadvisory fee to Voya at the Meeting via telephonerate of 50% of the net advisory fee paid by the Fund to respondVirtus. For this purpose, the “net advisory fee” is the advisory fee paid to appropriate questions from ShareholdersVirtus, based on the Fund’s average daily managed assets, after accounting for any applicable fee waiver and/or expense limitation agreement, which does not include reimbursement of Virtus for any expenses or recapture of prior waivers. Thus, the amount of any recoupment or recapture of prior waivers
9

would have the effect of being shared equally between Virtus 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 toVoya. Virtus believes thepre-approval of audit and permittednon- audit services subadvisory fee to be performedcharged 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 behalfVoya for each Fund is reasonable in light of the Fund. The President of each Fund alsopre-approves any permittednon-auditsubadvisory services to be provided to the Fund.

The fees shall be prorated for any month during which the applicable Proposed Subadvisory Agreement is in effect for only a portion of the month. In addition, each Fund’s Audit Oversight Committeepre-approves annually any permittednon-audit services (including audit-related services)computing the fee to be provided bypaid to Voya, 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 reportingmanaged assets 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.

Each Fund’s Audit Oversight Committee may also from time to timepre-approve individualnon-audit services toapplicable Fund shall be provided to the Fund or an Accounting Affiliate that were notpre-approved as part of the annual process described above. The Chair 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 certain pre- determined dollar thresholds. Any suchpre-approval by the Chair (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

38


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, 2020  $64,192 
  January 31, 2019  $64,192 

NFJ

  January 31, 2020  $75,937 
  January 31, 2019  $78,937 

ACV

  January 31, 2020  $73,352 
  January 31, 2019  $66,352 

NCV

  February 29, 2020  $80,459 
  February 28, 2019  $73,459 

NCZ

  February 29, 2020  $80,459 
  February 28, 2019  $73,459 

CBH

  February 29, 2020  $74,500 

AIO

  

February 28, 2019

February 29, 2020

  $

$

67,500

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 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, 2020  $0 
  January 31, 2019  $0 

NFJ

  January 31, 2020  $0 
  January 31, 2019  $0 

ACV

  January 31, 2020  $0 
  January 31, 2019  $0 

NCV

  February 29, 2020  $30,238 
  February 28, 2019  $17,738 

NCZ

  February 29, 2020  $30,238 
  February 28, 2019  $17,738 

CBH

  February 29, 2020  $0 

AIO

  

February 28, 2019

February 29, 2020

  $

$

0

0

 

 

39


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, 2020  $16,652 
  January 31, 2019  $16,167 

NFJ

  January 31, 2020  $18,803 
  January 31, 2019  $18,255 

ACV

  January 31, 2020  $18,803 
  January 31, 2019  $18,255 

NCV

  February 29, 2020  $18,060 
  February 28, 2019  $17,534 

NCZ

  February 29, 2020  $18,060 
  February 28, 2019  $17,534 

CBH

  February 29, 2020  $18,052 
  

February 28, 2019

  $17,500 

AIO

  February 29, 2020  $16,652 

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

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

40


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, 2020  $16,652   $963,218   $979,870 
  January 31, 2019  $16,167   $1,940,379   $1,956,546 

NFJ

  January 31, 2020  $18,803   $963,218   $982,021 
  January 31, 2019  $18,255   $1,940,379   $1,958,634 

ACV

  January 31, 2020  $18,803   $963,218   $982,021 
  January 31, 2019  $18,255   $1,940,379   $1,958,634 

NCV

  February 29, 2020  $35,798   $945,480   $981,287 
  February 28, 2019  $35,272   $1,922,641   $1,957,913 

NCZ

  February 29, 2020  $48,298   $932,980   $981,278 
  February 28, 2019  $35,272   $1,922,641   $1,957,913 

CBH

  February 29, 2020  $18,052   $963,218   $981,243 
  February 28, 2019  $17,500   $1,940,413   $1,957,913 

AIO

  February 29, 2020  $16,652   $963,218   $979,870 

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 thancalculated as set forth in the Notice.Fund Disclosure of that Fund.

Effective Date.   If the Proposed Subadvisory Agreement is approved by Shareholders of a Fund, that Proposed Subadvisory Agreement will take effect as soon as reasonably practicable after the approval (except that the approvals by NCV and NCZ are contingent on one another). The actual effective date of the Proposed Subadvisory Agreements will be at a date and time mutually agreeable to each Fund, Virtus and Voya.
Term, Termination and Amendment Standard.   The Proposed Subadvisory Agreement, if approved by Shareholders, will remain in full force and effect as to each Fund, unless sooner terminated by such Fund, for an initial period through December 31, 2023 and shall continue thereafter on an annual basis with respect to each Fund, provided that such continuance is specifically approved at least annually (i) by a vote of the Board of the Fund or by vote of a majority of outstanding voting securities of the Fund and (ii) by vote of a majority of the Trustees who are not interested persons of the Fund (as defined in the 1940 Act) or of any person party to the Proposed Subadvisory Agreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of such approval. The Proposed Subadvisory Agreement can also be terminated at any time on 60 days’ written notice to Virtus, or by Virtus on 60 days’ written notice to the Fund, without the payment of any penalty, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund or by a vote of the Trustees of the Fund. Additionally, the Proposed Subadvisory Agreement may be terminated by Virtus or the Board immediately (i) upon the material breach by Virtus or Voya of the Proposed Subadvisory Agreement or (ii) at the terminating party’s discretion, if the Subadviser or Adviser or any officer, director or key portfolio manager of Voya is accused in any regulatory, self-regulatory or judicial investigation or proceeding as having violated the federal securities laws or engaged in criminal conduct. The Proposed Subadvisory Agreement will terminate automatically upon termination of the Investment Advisory Agreement and in the event of their assignment (as defined in the 1940 Act). The Proposed Subadvisory Agreement may be amended upon the agreement in writing of the applicable Fund, Voya and Virtus.
Liability.   The Proposed Subadvisory Agreement provides that Voya shall not be liable to either the applicable Fund or Virtus for any error of judgment or mistake of law or for any loss suffered, except for losses resulting by reason of
10

willful misconduct, bad faith, gross negligence or reckless disregard in the performance of Voya’s duties under the Proposed Subadvisory Agreement. Additionally, the Proposed Subadvisory Agreement does not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of the applicable Fund. However, Voya will be responsible for, and will indemnify and hold the Fund and Virtus and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or Virtus within the meaning of Section 15 of the Securities Act of 1933, as amended, harmless against, any and all losses arising out of or resulting from a “Trade Error” ​(as defined in the compliance policies and procedures of the Fund), as the same may be amended from time to time, caused by the negligent action or negligent omission of Voya or its agent.
Trustees’ Considerations Related to the Proposed Subadvisory Agreements
The Board of each Fund is responsible for the consideration and approval of advisory and subadvisory agreements for the Fund. At a meeting held on July 18, 2022, the Board, including a majority of the Trustees who are not interested persons of each Fund as defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), unanimously authorized the appointment of Voya as a subadviser to each Fund, approved the Interim Subadvisory Agreement and approved the Proposed Subadvisory Agreement.1
Background.   In evaluating the Proposed Subadvisory Agreement for each Fund, the Board considered the context of Voya’s strategic partnership with AllianzGI US whereby AllianzGI US would, pursuant to the Liftout, transfer selected investment teams comprising most of its U.S. business to Voya in return for a 24% equity stake in the asset manager. The Board considered that
1
The Board of each Fund, including a majority of the Independent Trustees, determined to rely on the relief granted by an order issued by the SEC that permits fund boards of directors to approve advisory contracts at a meeting held remotely rather than in-person in response to the impact of COVID-19 on investment advisers and funds. The Board determined that reliance on the order was necessary and appropriate due to circumstances related to current or potential effects of COVID-19, and prior to commencing the approval meeting, the Board confirmed that all Board members could hear each other businesssimultaneously during the meeting. The Board noted that they intended to ratify any actions taken at this meeting pursuant to the SEC relief at their next in-person meeting.
11

the Liftout was negotiated as a result of AllianzGI US’s settlements with the Department of Justice and the SEC described above, pursuant to which AllianzGI US is properly brought beforedisqualified from subadvising U.S. registered funds, including the Funds.
The SEC order received by AllianzGI US requires the Funds to transition to a new subadviser within four months, and shareholder approval of of new subadvisory agreements is required for the Funds. However, because the Liftout was scheduled to close on July 25, 2022, the Board approved the Interim Subadvisory Agreements under Rule 15a-4 under the 1940 Act for the Funds, so that the Funds would continue to be managed by the investment personnel formerly doing so at AllianzGI US once they moved to Voya even pending the proxy solicitation and shareholder approval. Rule 15a-4 provides a temporary exemption from the requirements of Section 15(a) of the 1940 Act pursuant to which an adviser can serve as an investment adviser to a fund pursuant to an interim contract that has not been approved by shareholders, provided that the new agreement is approved within 150 days and the other conditions of the rule are satisfied.
The Board’s Process.   In considering the proposals, the Board of each Fund requested and evaluated information provided by Virtus and Voya which, in their view, constituted information necessary for the Board to form a judgment as to whether approval of the Proposed Subadvisory Agreement would be in the best interests of the Fund and its shareholders. The Board’s process for reviewing the Proposed Subadvisory Agreement consisted of multiple meetings and discussions that included meetings of the Independent Trustees and their independent legal counsel, and meetings of the full Board, all leading up to the Board’s consideration of the Proposed Subadvisory Agreement for each Fund. Representatives from Virtus and Voya participated in portions of those meetings and discussions to review the impact of the Liftout and the proposed change in subadviser on each of the Funds, among other topics. The Board also organized separate diligence meetings with personnel from Virtus and Voya, led and attended by the Chairs of the Performance Committee, Compliance and Risk Oversight Committee, Contracts Committee, and Governance and Nominating Committee, relating to each Committee’s responsibilities for the areas relevant for the Boards’ consideration of the Proposed Subadvisory Agreements.
The Independent Trustees of each Fund were separately advised by independent legal counsel throughout the process and discussed the proposed approval of the Proposed Subadvisory Agreements in private sessions with their independent legal counsel at which no representatives Virtus or Voya were present. The Board considered all the criteria separately with respect to each Fund and its shareholders. In its deliberations, the Board considered various factors, including those discussed below, none of which were controlling, and each Trustee may have attributed different weights to the various factors.
12

Basis for the Board’s Recommendation.   In making its determination with respect to each Proposed Subadvisory Agreement, the Board considered various factors, including:

Nature, extent, and quality of the services to be provided by Voya.   The Trustees received in advance of the Meeting information provided by Voya, including Voya’s Form ADV, as well as a presentation provided by senior executives of Voya. The Board noted that Voya would provide portfolio management, compliance with the Fund’s investment policies and procedures, compliance with applicable securities laws and assurances thereof. The Board also noted Voya’s representations that it would ensure management of the Fund is carried out in accordance with the investment objective, policies and restrictions set forth in the Fund’s most recent prospectus and statement of additional information. In considering the approval of each Proposed Subadvisory Agreement, the Board also considered Voya’s investment management process, including (a) the experience and capability of Voya’s management and other personnel committed by Voya to the Fund, who were the same as those assigned to the Fund by AllianzGI US, and those responsible for overseeing the portfolio management teams; (b) the financial condition of Voya; (c) the quality of Voya’s regulatory and legal compliance policies, procedures and systems; and (d) Voya’s brokerage and trading practices, including with respect to best execution and soft dollars. The Board noted Voya and AllianzGI US had indicated that there would be no changes to the personnel providing portfolio management services to the Fund as a result of the Liftout. The Board also took into account Voya’s risk assessment and monitoring process, including its risk management program with respect to enterprise, operational and other risks. The Board noted Voya’s regulatory history, including whether it was currently involved in any regulatory actions or investigations as well as material litigation, and any settlements and amelioratory actions undertaken, as appropriate. The Board also considered Voya’s representations regarding the soundness of its financial condition and its relationship to a large financial services enterprise. After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services expected to be provided by Voya were satisfactory and that there was a reasonable basis on which to conclude that Voya would provide a high quality of investment services to the Fund.

Investment Performance.   The Board noted that the portfolio management teams of each Fund would be moving from the prior subadviser, AllianzGI US, to Voya. In this connection, the Board considered each Fund’s historical performance and the portfolio management teams’ ability to manage the Funds. The Board noted that the portfolio managers would have the benefit of both Virtus’ and Voya’s investment and performance
13

oversight and that the Board had reviewed the Fund’s performance each quarter against relevant peer groups and benchmarks. The Board also noted Virtus’ representations that the Funds had performed in the short and long term in line with Virtus’ expectations.

Subadvisory Fee.   The Board took into account that each Fund’s subadvisory fee is paid by Virtus out of its management fees rather than paid separately by the Fund, so that the Fund’s shareholders would not be directly impacted by those fees. The Board also noted that the proposed subadvisory fee schedule was the same as the prior subadvisory fee schedule. In this regard, the Board considered Virtus’ representation that because there was no change to the fee split between Virtus and Voya being proposed, Virtus expected little or no impact on its projected profitability for each Fund. The Board concluded that the proposed subadvisory fees were fair and reasonable in light of services to be provided by Voya and all factors considered.

Profitability and Economies of Scale.   As noted above, the Board noted that the fees under the Proposed Subadvisory Agreements would be paid by Virtus out of the fees that Virtus receives under the Investment Advisory Agreement, so that Fund shareholders would not be directly impacted by those fees. For this reason, the Board concluded that the projected profitability to the Subadviser and its affiliates from their relationships with the Fund was not a material factor in approval of the Proposed Subadvisory Agreements. For similar reasons, and since the Fund is a closed-end fund, the Board concluded that the potential for economies of scale in Voya’s management of the Fund was not a material factor in the approval of the Proposed Subadvisory Agreements.

“Fall-out” Benefits.   The Board considered other benefits that may be realized by Voya and its affiliates from their relationships with the Fund. The Board noted management’s discussion of the fact that there are no direct benefits to Voya in providing subadvisory services to the Fund, other than the fee to be earned under the Proposed Subadvisory Agreements, although there may be certain indirect, “fall-out” benefits gained, including to the extent that serving the Fund could provide the opportunity to provide subadvisory services to additional series managed by Virtus or certain reputational benefits.
Recommendations and Other Factors Considered.   In approving and recommending shareholder approval of the Proposed Subadvisory Agreement for each Fund, the Board concluded, as considered in the context of the SEC order requiring that AllianzGI US exit the U.S. fund business, that the terms of each Proposed Subadvisory Agreement are fair and reasonable and that approval of the Proposed Subadvisory Agreements is in the best interests of
14

each Fund and its shareholders. In reaching this determination in the exercise of their business judgment, the Independent Trustees considered the following factors, among others, in addition to those noted above:
(1)
the terms of the Proposed Subadvisory Agreement for each Fund are substantially the same in all material respects to those of the current subadvisory agreements with AllianzGI US;
(2)
that Virtus will continue to serve as each Fund’s investment adviser under the Investment Advisory Agreement and will continue and maintain its investment and performance oversight process under its multi-manager model under which it contracts with and oversees affiliated and unaffiliated subadvisers;
(3)
Virtus’ representations regarding its ability to adequately and effectively oversee and perform ongoing due diligence of Voya;
(4)
Virtus’ anticipated oversight of Voya’s compliance program and its initial conclusion that Voya’s compliance program is reasonably designed to prevent violations of federal securities laws under Rule 38a-1 of the 1940 Act;
(5)
the adequacy of Voya’s resources to service the Funds, as compared with the resources of AllianzGI US, including Voya’s resources with respect to its investment and risk oversight, legal, compliance, trading, valuation, and other functions, and its commitment to add additional resources to support those areas as necessary;
(6)
Voya’s plans to rely on certain functions at AllianzGI US for a limited time period, as discussed with the Board, to allow for a timely and smooth transition to Voya, Voya’s plans to oversee and test those functions, and that Voya’s Operations, Compliance and Risk teams will be ultimately responsible for all functions through the full integration of those functions;
(7)
Voya’s representations regarding its significant oversight over AllianzGI US’s compliance and risk programs during the transition period, by layering Voya’s compliance and risk functions and oversight over those functions performed by AllianzGI US;
(8)
Retention agreements put in place by Voya for the Funds’ current portfolio managers and related compensation arrangements;
(9)
the experience of Voya in managing closed-end funds, including its experience with addressing discounts, managing leverage (including preferred shares), and the related compliance issues and testing involved;
(10)
that there would be no proposed changes to each Fund’s principal investment objectives and strategies as a direct result of the change in subadviser;
15

(11)
that Voya does not manage any funds or accounts using a comparable investment strategy to those of the Funds;
(12)
the continued reasonableness of the proposed “fee split” in the advisory and subadvisory fees, including whether the split in the fee appropriately reflects the services provided by Virtus on the one hand, and the services that would be provided by Voya, on the other, and whether the fee split could provide an incentive for Virtus to propose replacing Voya with an affiliated manager;
(13)
the commitment of AllianzGI US to pay the expenses of each Fund associated with the change in subadviser resulting from the SEC order, including all legal expenses associated with the change and the Boards’ approval of the Proposed Subadvisory Agreements, as well as the expenses associated with the proxy solicitation, so that Shareholders of the Funds would not have to bear any such expenses;
(14)
the possible benefits that may be realized by Voya and AllianzGI US as a result of the Liftout, including AllianzGI US’s ownership interest in Voya and Voya’s receipt of AllianzGI US’s global distribution capabilities, as summarized in Voya’s recent 8-K filing describing the material terms of the agreement between the two parties;
(15)
any impact on Voya or its operations related to the COVID-19 pandemic and the resulting market volatility and the functioning of their business continuity during this time;
(16)
Voya’s program to promote diversity, equity and inclusion and how such program is evaluated;
(17)
the commitment from Voya and AllianzGI US that they will refrain from imposing or seeking to impose, for a period of two years after the Liftout, any “unfair burden” within the meaning of Section 15(f) of the 1940 Act on the Funds;
(18)
possible alternatives considered by Virtus to propose for approval by the Boards, including liquidation of the Funds or Virtus or its affiliate managing the Funds;
(19)
Virtus’ recommendation to the Board that the Proposed Subadvisory Agreement and continuation with the current portfolio management teams are in each Fund’s best interests, with such recommendation based on Virtus’ due diligence of Voya; and
(20)
Virtus’ recommendations regarding potential contingency plans in the event that Fund shareholders do not approve the Proposed Subadvisory Agreement or the Liftout does not take place within the required timeframe,
16

including the option of having Virtus manage the Funds under the Investment Advisory Agreement, which would not require the approval of Fund shareholders, and Virtus’ capabilities to do so.
Conclusion.   Based on all of the foregoing considerations and other factors, the Board of each Fund, including a majority of the Independent Trustees, determined in their business judgment that approval of each Proposed Subadvisory Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board of each Fund, and majority of the Independent Trustees voting separately, unanimously approved the Proposed Subadvisory Agreement and determined to recommend that the Proposed Subadvisory Agreement be submitted for approval by Fund shareholders.
Information about Voya
Voya Investment Management Co. LLC (“Voya”), a Delaware limited liability company, began business as an SEC registered investment adviser on November 6, 1972, under the name Aetna Capital Management, Inc. Voya is a wholly-owned subsidiary of Voya Investment Management LLC, which is in turn a wholly-owned subsidiary of a holding company which is ultimately owned by Voya Financial, Inc. (76%) and Allianz SE (24%). Voya has acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972. Voya’s principal office is located at 230 Park Avenue, New York, New York, 10169. On July 25, 2022 Voya Financial, Inc., announced that it completed its previously announced transfer of certain assets and teams comprising the substantial majority of AllianzGI US’s business to Voya Investment Management LLC. On a pro forma basis and based on AUM as of June 30, 2022, across its registered investment advisers Voya Investment Management LLC manages approximately $322 billion in assets across various platforms.
The principal executive officers and directors of Voya are:
Name(1)
Position with Voya
Christine Lynn HurtsellersChief Executive Officer
Amir SahibzadaChief Risk Officer
Michael Allyn BellChief Financial Officer
James Michael FinkChief Administrative Officer
Dina SantoroChief Operating Officer
Huey Paul FalgoutHead of IM Legal
Micheline Suzanne FaverChief Compliance Officer
Michael Bruce PytoshCo-Chief Investment Officer of Equities
17

Name(1)
Position with Voya
Paul Lawrence ZemskyChief Investment Officer of Multi-Asset Strategies and Solutions
Matthew Nmn TomsChief Investment Officer of Fixed Income and Proprietary Investments
Jacob John TuzzaHead of Distribution
Vincent Joseph CostaCo-Chief Investment Officer of Equities
(1)
The business address of the persons namedlisted above is c/o Voya Investment Management Co. LLC, 230 Park Avenue, New York, NY 10169
Certain Trustees and Officers of the Funds.   There are no directors or members of Voya who are Trustees or officers of the Funds.
Other Considerations under the 1940 Act
Section 15(f) of the 1940 Act, in pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with the assignment of an investment advisory contract (including a subadvisory agreement). Although the Liftout and Proposed Subadvisory Agreements do not include an “assignment” per se, the Boards of the Funds (and Virtus, AllianzGI US and Voya) have considered the proposed arrangements in the context of Section 15(f) and the Board anticipates, based on representations from Virtus and Voya, that the conditions of the safe harbor can be satisfied.
The first condition requires that no “unfair burden” be imposed on the Funds as proxiesa result of the applicable transaction, or as a result of any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after effectiveness of the Proposed Subadvisory Agreements whereby the subadviser (or predecessor or successor subadviser), or any interested person of any such subadviser, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary compensation as principal underwriter).
The second condition requires that, during the three-year period immediately following completion of the Liftout, at least 75% of the Trustees must not be “interested persons” ​(as defined in Section 2(a)(19) of the 1940 Act) of AllianzGI US, Voya or Virtus.
18

Required Vote
Approval of the Proposed Subadvisory Agreement for each Fund requires the “affirmative vote of a majority of the outstanding shares” of such Fund within the meaning of the 1940 Act, which means the affirmative vote, at a duly called and held meeting of Shareholders, (a) of the holders of 67% or more of the outstanding voting securities of such Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such meeting, whichever is less. With respect to each of NCV and NCZ, and in light of their strategic alignment and identical portfolio management team, approval by such Fund of the proposed subadvisory agreement is contingent on the approval of the new subadvisory agreement by the other Fund, in the sense that if the new subadvisory agreement of NCV is approved but the new subadvisory agreement of NCZ is not, or vice versa, the Board reserves the right to decline to proceed with either such agreement. Abstentions will have the effect of a vote against the Proposal. Shareholders will have the opportunity to vote both in their sole discretion.

advance of and during the Meeting.

THE FUNDS’ BOARDS, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE “FOR”
THE APPROVAL OF THE PROPOSAL.
VOTING REQUIREMENTS AND OTHER INFORMATION
Quorum Adjournments and MethodsVoting Requirements
The required vote of Tabulation.AShareholders to approve the Proposal for a Fund is described above under “Required Vote.” For purposes of the Meeting, a quorum for each of NCV, NCZ, NIE and NFJ at the applicableSpecial Meeting will consist of the presence in persontelephonically or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at such Meeting, except that, where the Preferred Shares or Common Shares will vote as separate classes, then 30% of the shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. A quorum for each of NCV and NCZ at the applicable Meeting will consist of the presence in person 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

41


vote per $25.00 in liquidation preference represented by such Preferred Share.Special Meeting. A quorum for ACV, CBH or AIO at its Meeting will consist of the presence in persontelephonically or by proxy of thirty-three andone-third percent (3313%) of the total Shares of the Fund entitled to vote at such Meeting.

Signed but unmarked proxies will be voted in accordance with the Board’s recommendation for each Proposal.
Shares present in person (telephonically) or represented by proxy at the Meeting except that, whereand abstentions will be included in determining the Preferred Sharesexistence of a quorum at the Meeting. An uninstructed proxy for shares held by brokers or Common Shares will votenominees as separate classes, then 3313% ofto which (i) instructions have not been received from the shares of each classbeneficial owners or the persons entitled to vote and (ii) the broker or nominee does not
19

have discretionary voting power on a particular matter is a broker “non-vote.” Proxies that reflect broker non-votes will be necessarycounted as shares that are present and entitled to constitutevote on the matter for purposes of determining the presence of a quorum. Votes cast by proxy or telephonically at the Meeting will be counted by persons appointed by the Funds as tellers both for the purpose of determining the presence of a quorum and for calculating the transaction of business by that class. votes cast on the issues before the Meeting.
Adjournment
If the quorum required for a Proposal has not been met, the persons named in the proxies may propose adjournment of the Meeting with respect to such Proposal and, if adjournment is proposed, will vote all Shares that they are entitled to vote in favor of such adjournment. Any adjournments with respect to the Proposal for a Fund will require the affirmative vote of a plurality of the Shares of the relevant Fund to be adjourned.

Where the Common Shares will vote as a separate class, the affirmative vote of a plurality of Common Shares present in person or by proxy at the session of the Meeting to be adjourned will be necessary to adjourn the Meeting with respect to such Common Shares. Where the Preferred Shares will vote as a separate class, the affirmative vote of a plurality of votes represented by the Preferred Shares present in person or by proxy at the session of the Meeting to be adjourned will be necessary to adjourn the Meeting with respect to such Preferred Shares, with each Preferred Share of NCV and NCZ entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share.

The costs of any additional solicitation and of any adjourned session will be borne by the applicable Fund.AllianzGI US. Any proposals properly before the Meeting for which sufficient favorable votes have been received by the time of the Meeting will be acted upon and such action will be final regardless of whether the Meeting is adjourned to permit additional solicitation with respect to any other proposal with respect to which a quorum has not been reached. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended for approval by the Fund’s Board for approval by shareholders, the Fund may request that brokers and nominee entities, in their discretion, withhold or withdraw submission of brokernon-votes in order to avoid the need for solicitation of additional votes in favor of the proposal.

Votes cast

20

ADDITIONAL INFORMATION ABOUT THE MEETING AND THE FUNDS
Further Information About Voting and the Meeting
Instructions regarding how to vote via telephone or the Internet are included on the proxy card. The required control number for Internet and telephone voting is printed on the proxy card. The control number is used to match proxy cards with Shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, shares are voted in accordance with the proxy card bearing the latest date.
In the event that the Funds solicit votes by having calls placed by officers or employees of the Funds and/or Virtus, or their affiliates, or representatives of a proxy solicitation firm, authorization to permit execution of proxies may be obtained by the representatives of the proxy solicitation firm receiving telephonic instructions from shareholders of the Funds. Proxies that are obtained telephonically will be recorded in accordance with procedures that the Funds believe are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined.
Only shareholders or in person attheir duly appointed proxy holders can attend (telephonically) the Meeting and any adjournment or postponement thereof. You will be counted by persons appointed by NCV, NCZ, ACV, NIE, CBH, NFJable to attend and AIO as tellers (collectively, the “Tellers”) for the Meeting. For purposes of determining the presence of a quorum for each Fund, the Tellers will include the total number of Shares present at the Meeting in person or by proxy, including Shares represented by proxies that reflect abstentions and “brokernon-votes” (i.e., shares held by brokers or nominees as to which instructions have not been received from the beneficial owners or the persons entitled to vote and the broker or nominee does not have the discretionary voting power on a particular matter). For a proposal requiring approval of a plurality of votes cast, such as the election of Trustees, abstentions and brokernon-votes will have no effect on the outcome of such Proposal. For a proposal requiring approval by a specific percentage of shares present or outstanding, abstentions and brokernon-votes will have the same effect as a vote against the proposal.

42


AllianzGI U.S. is sensitive to the health and travel concerns of the Funds’ Shareholders and the evolving recommendations from public health officials. Due to the difficulties arising fromCOVID-19, the Meeting will be conducted telephonically. Any Shareholder wishing to participate in the Meeting telephonically, vote your shares and submit your questions by means of remote communication can do so. If you were a record holder of Fund shares as of May 14, 2020, pleasee-mail AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.comemailing meetinginfo@dicostapartners.com no later than 3:2:00 p.m. Eastern Time on Wednesday, July 8, 2020 to register. Please includeSeptember 20, 2022, and providing your Fund’s name in the subject line and provide yourfull name and address in the body of the e-mail. ASTaddress. You will then e-mail youreceive an email from Di Costa Partners LLC containing the conference call dial-in information and instructions for voting duringparticipating in the Meeting.

If you held Fundhold your shares through an intermediary, such as a broker-dealer, as of May 14, 2020, andbank or broker, you wantmust register in advance to participate inattend the Meeting please e-mail AST at attendameeting@astfinancial.comtelephonically. To register to attend the Meeting telephonically you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to meetinginfo@dicostapartners.com. Requests for registration must be labeled as “Legal Proxy” and be received no later than 3:2:00 p.m. Eastern Time on Wednesday, July 8, 2020September 20, 2022.
You will receive a confirmation of your registration by email after we receive your registration materials.
Requests for registration should be directed to register.us by emailing an image of your legal proxy to meetinginfo@dicostapartners.com.
The telephonic meeting will begin promptly at 3:30 p.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please include your Fund’s namefollow the registration instructions as outlined in the subject linethis
21

proxy statement. As part of our effort to maintain a safe and provide your name, address and proof of ownership as of May 14, 2020 from your intermediary. Please be aware that if you wish to votehealthy environment at the Meeting, you must first obtain a legal proxy from your intermediary reflectingeach Fund and the Board are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) regarding the coronavirus pandemic. For that reason, the Board reserves the right to reconsider the date, time and/or means of convening your Fund’s name(s),meeting. If the number of Fund shares you held and your name and e-mail address. You may forward an e-mail from your intermediary containing the legal proxy or attach an image of the legal proxy via e-mail to AST at attendameeting@astfinancial.com and put “Legal Proxy” in the subject line. AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.

In light of uncertainties relating toCOVID-19, the Funds reserve the flexibilityBoard chooses to change the date, time location and/or means of conductingconvening your Fund’s meeting, the Meeting. InFund will announce the event of such a change, the Fundsdecision to do so in advance, and details on how to participate will issue abe issued by press release announcingand filed with the change and file the announcementSEC as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on the SEC’s EDGAR system, among other steps, but may not deliver additional soliciting materials to Shareholders or otherwise amend the Funds’ proxy materials. Although no decision has been made, the Funds may consider imposing additional procedures or limitations on Meeting attendees, subject to any restrictions imposedthis issue.

All shares represented by applicable law. The Funds plan to announce these changes, if any, at http://us.allianzgi.com/closedendfunds, and encourage you to check this websiteproperly executed proxies received prior to the Meeting.

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

Shareholders who execute proxy cards or record their voting instructions via telephone or the Internet may revoke their proxies at any time prior to Shareholders.Belowthe time they are voted by giving written notice to the dates on or about which the Annual Reports to Shareholders for the most recently completed fiscal yearSecretary of each Fund were mailed:

Fund

Mail Date of the
Annual Report to
Shareholders

NCV

May 13, 2020

NCZ

May 13, 2020

CBH

May 13, 2020

AIO

May 13, 2020

43


Fund

Mail Date of the
Annual Report to
Shareholders

ACV

April 10, 2020

NIE

April 10, 2020

NFJ

April 10, 2020

Additional copies of the Funds’ Annual Reports and Semi-Annual Reports may be obtained without charge from the Funds, by calling1-800-254-5197delivering a subsequently dated proxy (including via telephone or the Internet) prior to the date of the Meeting or by writingattending (telephonically) and voting at the Meeting. Merely attending the Meeting (telephonically), however, will not revoke any previously submitted proxy.

The Board has fixed the close of business on August 1, 2022, as the record date for the determination of shareholders of the Funds entitled to notice of, and to vote at, the Meeting. Shareholders of the Funds on that date will be entitled to one vote on each matter to be voted on for each share held and a fractional vote with respect to each fractional share with no cumulative voting rights.
Expenses and Proxy Solicitation
AllianzGI US will bear the expense of the Meeting, including preparation, printing and mailing of the enclosed form of proxy, accompanying Notice of Meeting and this Proxy Statement. AllianzGI US, upon request, will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of that Fund’s Shares. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by mail, telephone or personal interviews by officers or employees of the Funds and/or Virtus, or their affiliates, or representatives of a proxy solicitation firm. The Funds’ officers will not receive any additional compensation for such solicitation, though a proxy solicitation firm (if one is used) will. AllianzGI US will bear 100% of solicitation costs, if any.
22

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. If you need additional copies of this proxy statement and you are a holder of record of your shares, please email Di Costa Partners at 1633 Broadway,meetinginfo@dicostapartners.com, call (833) 288-9331 or write to the Funds’ Secretary, in care of the Fund(s) at, at 101 Munson Street, Greenfield, MA 01301-9668. If your shares are held in broker street name, please contact your financial service firm to obtain additional copies of this proxy statement. If in the future you do not want the mailing of notices of proxy statements and information statements to be combined with those of other members of your household, or if you have received multiple copies of this proxy statement and want future mailings to be combined with those of other members of your household, please contact your financial service firm. The Proxy Statement is also available at www.eproxyaccess.com/VirtusCEFs2022.
Current Adviser and Subadvisers
Virtus Investment Advisers, Inc. (the “Adviser”) acts as investment adviser to the Funds. The Adviser is responsible for overseeing the investment management and administration services provided to the Fund. The Adviser is located at One Financial Plaza, Hartford, CT 06103. The Adviser has delegated, pursuant to the Interim Subadvisory Agreement, the day-to-day portfolio management of all the Funds except NFJ to Voya; and the day-to-day portfolio management of NFJ to two subadvisers: Voya (pursuant to the Interim Subadvisory Agreement) and NFJ Group. NFJ Group is an affiliate of the Adviser and, like the Adviser, an indirect wholly owned subsidiary of Virtus. NFJ Group is located at 2100 Ross Avenue, Suite 700, Dallas, TX 75201. Voya, a wholly-owned subsidiary of a holding company which is ultimately owned by Allianz SE and Voya Financial, Inc., is located at 230 Park Avenue, New York, New York, 10019.

10169.

Administrator
Virtus Fund Services, LLC (the “Administrator” or “Virtus Fund Services”) serves as the administrator for the Funds. The Administrator’s principal business office is located at One Financial Plaza, Hartford, CT 06103. The Administrator is an indirect wholly owned subsidiary of Virtus.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (the “Independent Registered Public Accounting Firm”), serves as the independent registered public accounting firm for each Fund. The Independent Registered Public Accounting Firm is located at 2001 Market Street, Philadelphia, PA 19103-7042 for each Fund.
23

Beneficial Ownership of Securities
As of the Record Date, the Funds’ Trustees and executive officers, as a group, owned less than 1% of each Fund’s outstanding Shares. As of August 1, 2022, the current Trustees owned Shares of each Fund in the following amounts:
Name of Trustee
Dollar Range
of Equity
Securities in AIO
Dollar Range
of Equity
Securities in 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 – $10,000None
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 – $100,000None
Philip R. McLoughlin$1 – $10,000$1 – $10,000NoneNone
William B. Ogden, IVNoneNoneNoneNone
Alan Rappaport$10,001 – $50,000$1 – $10,000$1 – $10,000$10,001 – $50,000
R. Keith WaltonNoneNoneNoneNone
Brian T. Zino$10,001 – $50,000$10,001 – $50,000$1 – $10,000None
Interested Trustee
George R. Aylward$50,001 – $100,000$10,001 – $50,000$10,001 – $50,000None
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 – $50,000Over $100,000
Deborah A. DeCotis$1 – $10,000$1 – $10,000$1 – $10,000Over $100,000
F. Ford Drummond$50,001 – $100,000$1 – $10,000$1 – $10,000Over $100,000
James S. MacleodNone$10,001 – $50,000$50,001 – $100,000Over $100,000
Philip R. McLoughlinNone$1 – $10,000NoneOver $100,000
William B. Ogden, IVNoneNoneNoneNone
Alan Rappaport$10,001 – $50,000$10,001 – $50,000$10,001 – $50,000Over $100,000
R. Keith Walton$1 – $10,000NoneNoneOver $100,000
Brian T. Zino$10,001 – $50,000$10,001 – $50,000$10,001 – $50,000Over $100,000
Interested Trustee
George R. Aylward$10,001 – $50,000$50,001 – $100,000$50,001 – $100,000Over $100,000
*
The term, “Family of Registered Investment Companies”, means any two or more registered investment companies that share the same investment adviser or principal underwriter or hold themselves out to investors as related companies for purposes of investment and investor services.
24

Principal Shareholders
As of August 1, 2022, to the best of each Fund’s knowledge, no person beneficially owns more than five percent of the outstanding shares of each Fund’s Shares other than as listed in the below table. This information is primarily based on publicly available Schedule 13D and 13G disclosures filed with the SEC.
Title of ClassName and Address of Beneficial Ownership
No. of
Shares
Percent
of Class
Common Shares of
ACV
First Trust Portfolios L.P. First Trust Advisors L.P.
The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187
642,4236.20%
Preferred Shares of
ACV
Metropolitan Life Insurance Co/NY
One MetLife Way Whippany, NJ 07981
1,200,000100%
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
939,2195.14%
Common Shares of
NCV
Bank of America Corp
100 N Tryon St
Charlott NC 28255
4,719,7275.22%
Cumulative Preferred
Shares of NCV
RiverNorth Capital Management LLC
325 N. LaSalle Street, Suite 645
Chicago, IL 60654
331,7508.29%
Cumulative Preferred
Shares of NCV
Louisiana Workers Compensation Corp
2237 South Acadian Thruway
Baton Rouge LA 70808
324,1468.10%
Cumulative Preferred
Shares of NCV
Fidelity National Financial, Inc.,
601 Riverside Ave, Jacksonville, FL 32204
231,9365.80%
Cumulative Preferred
Shares of NCV
Americo Financial Life & Annuity Ins
PO Box 410288
Kansas City MO 64141-0288
215,0005.38%
Cumulative Preferred
Shares of NCZ
Fidelity National Financial, Inc.,
601 Riverside Ave, Jacksonville, FL 32204
475,00010.89%
Common Shares of
NFJ
Parametric Portfolio Associates LLC
800 Fifth Avenue, Suite 2800
Seattle, WA 98104
7,748,3008.17%
25

Title of ClassName and Address of Beneficial Ownership
No. of
Shares
Percent
of Class
Common Shares of
NIE
Wells Fargo & Company
420 Montgomery Street
San Francisco CA 94163
1,523,2995.50%
Preferred Shares of
NCV
UBS Group AG
Bahnhofstrasse 45
PO Box CH-8021
Zurich, Switzerland
8,05817.18%(1)
(1)
As of the Record Date, UBS Group AG’s Preferred Shares represented 90.23% of NCV’s Auction Rate Preferred Shares outstanding and 17.02% of NCV’s Cumulative Preferred Shares outstanding. For NCZ, as of the Record Date, UBS Group AG’s Preferred Shares represented 86.73% of NCZ’s Auction Rate Preferred Shares outstanding and 1.08% of Cumulative Preferred Shares. For matters where Preferred Shareholders vote separately from Common Shareholders, holders of Preferred Shares receive one vote for each $25 in liquidation preference. For the Proposal set forth herein, however, the Common Shareholders and Preferred Shareholders vote together as a single class and receive one vote per share.
Important Notice Regarding Internet Availability of Proxy Materials for Meeting
This Proxy Statement, each Fund’s most recent Annual Report, the form of proxy and the Notice of Meeting (the “Proxy Materials”) are available to you on the Internet at www.eproxyaccess.com/VirtusCEFs2022. These Proxy Materials will be available on the internet through the day of the Meeting and any adjournments thereof.
No Dissenters’ Rights
Shareholders have no rights under applicable law or any Fund’s Charter and/or Bylaws to exercise dissenters’ rights of appraisal with respect to any of the matters to be voted upon at the Meeting.
Deadline for Shareholder Proposals for theEach Fund’s Next Annual Meeting for the 2020-2021 Fiscal Year.Meetings
It is currently anticipated that each Fund’s next annual meeting of Shareholders after the Meeting addressed in this Proxy Statement will be held in July 2021. Proposals of Shareholders intended to be presented at that annual meeting of a Fund must be received by the applicable Fund no later than February 1, 2021 for inclusion in the Fund’s proxy statement and proxy cards relating to that meeting. The submission by a Shareholder of a proposal for inclusion in the proxy materials does not guarantee that it will be included.2023. Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with the applicable Fund’s Bylaws. Shareholders submitting any other proposals (including
26

(including proposals to elect Trustee nominees) for a Fund intended to be presented at the annual meeting for the 2021-20222023-2024 fiscal year (i.e., other than those to be included in the Fund’s proxy materials) must ensure that such proposals are received by the applicable Fund, in good order and complying with all applicable legal requirements and requirements set forth in the Fund’s Bylaws. Each Fund’s Bylaws provide that any such proposal must be received in writing by the Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which the Fund first mailed its proxy materials for the prior year’s Shareholder meeting; provided that, if, in accordance with applicable law, the upcoming Shareholder meeting is set for a date that is not within 30 days from the anniversary of the Fund’s prior Shareholder meeting, such proposal must be received by the later of the close of business on (i) the date 45 days prior to such upcoming Shareholder meeting date or (ii) the 10th business day following the date such upcoming Shareholder meeting date is first publicly announced or disclosed.

Assuming the next annual meeting is ultimately scheduled to be within 30 days of the July 912 anniversary of this year’s annual meeting, such proposals must be received no earlier than April 5, 20219, 2023 and no later than April 20, 2021.24, 2023. The submission by a Shareholder of a proposal for inclusion in the proxy materials does not guarantee that it will be included. If a Shareholder who wishes to present a proposal fails to notify the Fund within the dates described above, the proxies solicited for the meeting will be voted on the Shareholder’s proposal, if it is properly brought before the annual meeting, in accordance with the judgment of the persons named in the enclosed proxy card(s). If a Shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the SEC’s proxy rules. Shareholder proposals should be addressed to the attention of the Secretary of the applicable Fund, at the address of the principal

44


executive offices of the Fund, with a copy to David C. Sullivan, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts02199-3600.

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

June 4, 2020

45


Exhibit A

For additional requirements, shareholders may refer to Proxy Statement

Audit Oversight Committee Charter

Allianz Global Investors U.S. LLC SponsoredClosed-End Funds

(Adopted as of January 14, 2004, as amended through December 17, 2019)

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 annual meeting.

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Other Matters
The management of the registered investment companies listed inAppendix Ahereto (each a “Fund” and, collectively,Funds knows of no other matters which are to be brought before the “Funds”), asMeeting. However, if any other matters not now known properly come before the same may be periodically updated, has adopted this Charter to governMeeting, it is the activitiesintention of the Audit Oversight Committee (the “Committee”) of the particular Board with respect to its oversight of the Fund. This Charter applies separately to each Fund and its particular Board and Committee, and shall be interpreted accordingly. This Charter supersedes and replaces any audit committee charter previously adopted by the Board or a committee of the Board.

Statement of Purpose and Functions

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

Very truly yours,
[MISSING IMAGE: sg_jennifersfromm-bw.jpg]
JENNIFER S. FROMM
Secretary
Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund
Virtus AllianzGI Convertible & Income Fund
Virtus AllianzGI Convertible & Income Fund II
Virtus AllianzGI Convertible & Income 2024 Target Term Fund
Virtus AllianzGI Diversified Income & Convertible Fund
Virtus AllianzGI Equity & Convertible Income Fund
Virtus Dividend, Interest & Premium Strategy Fund.
August 4, 2022
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APPENDIX A
[Form of Subadvisory Agreement to assure compliance with laws, regulations or any internal rules or policiesbe broken out separately by Funds into substantially identical agreements1]
FORM OF SUBADVISORY AGREEMENT
VIRTUS        FUND
SUBADVISORY AGREEMENT
[           ], 2022
Voya Investment Management Co., LLC
[Address]
[Address]
RE:Subadvisory Agreement
Ladies and Gentlemen:
Virtus          Fund (the “Fund”) is a closed-end investment company of the Fund. Fund management is responsible for Fund accounting and the implementation and maintenance of the Fund’s internal control systems, and the IA is responsible for conducting a proper audit of the Fund’s financial statements. Members of the Committee are not employees of the Funds and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures. Each member of the Committee shall be entitled to rely on (i) the integrity of those persons and organizations within management and outside the Fund from which the Committee receives information and (ii) the accuracy of financial and other information provided to the Committee by such persons or organizations absent actual knowledge to the contrary.

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Membership

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

Each member of the Committee may not be an “interested person” of the Fund, as defined in Section 2(a)(19) oftype registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”“Act”), and must otherwise satisfyis subject to the standardsrules and regulations promulgated thereunder.

Virtus Investment Advisers, Inc. (the “Adviser”) evaluates and recommends advisers for independencethe Fund and is responsible for the day-to-day management of an audit committee memberthe Fund.
1.
Appointment as a Subadviser.   The Adviser, being duly authorized, hereby appoints Voya Investment Management Co., LLC (the “Subadviser”) as a discretionary adviser to invest and reinvest the assets of anthe Fund on the terms and conditions set forth herein. The services of the Subadviser hereunder are not to be deemed exclusive; the Subadviser may render services to others and engage in other activities that do not conflict in any material manner with the Subadviser’s performance hereunder.
2.
Acceptance of Appointment; Standard of Performance.   The Subadviser accepts its appointment as a discretionary adviser of the Fund and agrees, subject to the oversight of the Board of Trustees of the Fund (the “Board”) and the Adviser, to use its best professional judgment to make investment company issuerdecisions for the Fund in accordance with the provisions of this Agreement and as set forth in Rule 10A- 3(b) (taking into accountSchedule D attached hereto and made a part hereof. The Subadviser shall for all purposes herein be deemed to be an
1
Form of Subadvisory Agreement for Virtus Dividend, Interest & Premium Strategy Fund clarifying that a portion of assets are to be managed by Voya
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independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority or obligation to act for or represent the Adviser or the Fund in any exceptionsway.
3.
Services of Subadviser.   In providing management services to those requirementsthe Fund, the Subadviser shall be subject to the investment objectives, policies and restrictions of the Fund and as set forth in the Fund’s most recent prospectus (“Prospectus”) and statement of additional information (“Statement of Additional Information”) filed with the Securities and Exchange Commission (the “SEC”) as part of the Fund’s registration statement (the “Registration Statement”), as such investment objectives, policies and restrictions have been or may be periodically amended and provided to the Subadviser by the Adviser, and to the investment restrictions set forth in the Act and the Rules thereunder, to the supervision and control of the Board, and to instructions from the Adviser. The Subadviser shall not, without the Fund’s prior written approval, effect any transactions that would cause the Fund at the time of the transaction to be out of compliance with any of such restrictions or policies.
4.
Transaction Procedures.   All transactions for the Fund shall be consummated by payment to, or delivery by, the custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Fund. The Subadviser shall not have possession or custody of such rule) undercash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Fund placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian.
5.
Allocation of Brokerage.   The Subadviser shall have authority and discretion to select brokers and dealers to execute Fund transactions initiated by the Subadviser, and to select the markets on or in which the transactions will be executed.
A.
In placing orders for the sale and purchase of securities for the Fund, the Subadviser’s primary responsibility shall be to seek the best execution of orders at the most favorable prices. However, this
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responsibility shall not obligate the Subadviser to solicit competitive bids for each transaction or to seek the lowest available commission cost to the Fund, as long as the Subadviser reasonably believes that the broker or dealer selected by it can be expected to obtain a “best execution” market price on the particular transaction and determines in good faith that the commission cost is reasonable in relation to the value of the brokerage and research services (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended, and under applicable listing standardsamended) provided by such broker or dealer to the Subadviser, viewed in terms of either that particular transaction or of the New York Stock Exchange (the “NYSE”). Each memberSubadviser’s overall responsibilities with respect to its clients, including the Fund, as to which the Subadviser exercises investment discretion, notwithstanding that the Fund may not be the direct or exclusive beneficiary of any such services or that another broker may be willing to charge the Fund a lower commission on the particular transaction.
B.
The Subadviser may manage other portfolios and expects that the Fund and other portfolios the Subadviser manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Committee mustFund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders, as well as expenses incurred in the transaction, shall be “financially literate” (or must become so within a reasonable time after his or her appointmentallocated to the Committee)account of each portfolio managed by the Subadviser that bought or sold such securities in a manner considered by the Subadviser to be equitable and at least one memberconsistent with the Subadviser’s fiduciary obligations in respect of the Committee must have “accountingFund and to such other accounts.
C.
The Subadviser shall not execute any transactions for the Fund with a broker or related financial management expertise,”dealer that is an “affiliated person” ​(as defined in the Act) of (i) the Fund; (ii) the Adviser; (iii) the Subadviser or any other subadviser to the Fund; (iv) a principal underwriter of the Fund’s shares; or (v) any other affiliated person of the Fund, in each case, unless such transactions are permitted by applicable law or regulation and carried out in compliance with any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with a list of brokers and dealers that are “affiliated persons” of the Fund, the Adviser or the principal underwriter, and applicable policies and procedures. Upon the request of the Adviser, the Subadviser shall promptly, and in any event within three business days of a request, indicate whether any entity identified by the Adviser in such request is an “affiliated person,” as such term is defined in the Act, of (i) the Subadviser or (ii) any affiliated person of the Subadviser, subject in each case to any confidentiality requirements applicable to the
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Subadviser and/or its affiliates. Further, the Subadviser shall provide the Adviser with a list of (x) each broker-dealer entity that is an “affiliated person,” as such term is defined in the Act, of the Subadviser and (y) each affiliated person of the Subadviser that has outstanding publicly- issued debt or equity. Each of the Adviser and the Subadviser agrees promptly to update such list(s) whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from such list of affiliated persons.
D.
Consistent with its fiduciary obligations to the Fund and the requirements of best price and execution, the Subadviser may, under certain circumstances, arrange to have purchase and sale transactions effected directly between the Fund and another account managed by the Subadviser (“cross transactions”), provided that such transactions are carried out in accordance with applicable law or regulation and any applicable policies and procedures of the Fund. The Fund shall provide the Subadviser with applicable policies and procedures.
6.
Proxies and Other Shareholder Actions.
A.
Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, the Subadviser, or a third party designee acting under the authority and supervision of the Subadviser, shall review all proxy solicitation materials and be responsible for voting and handling all proxies in relation to the assets of the Fund. Unless the Adviser or the Fund gives the Subadviser written instructions to the contrary, provided that the Adviser has reviewed the Subadviser’s proxy voting procedures then in effect and determined them to comply with the requirements of the Fund’s proxy voting policy, the Subadviser will, in compliance with the Subadviser’s proxy voting procedures then in effect, vote or abstain from voting, all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested. The Adviser shall cause the Custodian, the Administrator or another party, to forward promptly to the Subadviser all proxies upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with any changes to the Subadviser’s proxy voting procedures. The Subadviser further agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the Act. The Subadviser shall provide disclosure regarding its proxy voting policies and procedures in accordance with the requirements of
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Form N-2 for inclusion in the Registration Statement of the Fund. During any annual period in which the Subadviser has voted proxies for the Fund, the Subadviser shall, as may reasonably be requested by the Adviser, certify as to its compliance with its proxy voting policies and procedures and applicable federal statutes and regulations.
B.
The Subadviser is authorized to deal with reorganizations, exchange offers and other voluntary corporate actions with respect to securities held by the Fund in such manner as the Board interpretsSubadviser deems advisable, unless the Fund or the Adviser otherwise specifically directs in writing. It is acknowledged and agreed that the Subadviser shall not be responsible for the filing of claims (or otherwise causing the Fund to participate) in class action settlements or similar proceedings in which shareholders may participate related to securities currently or previously associated with the Fund. With the Adviser’s approval, on a case-by-case basis the Subadviser may obtain the authority and take on the responsibility to: (i) identify, evaluate and pursue legal claims, including commencing or defending suits, affecting the securities held at any time by the Fund, including claims in bankruptcy, class action securities litigation and other litigation; (ii) participate in such qualificationlitigation or related proceedings with respect to such securities as the Subadviser deems appropriate to preserve or enhance the value of the Fund, including filing proofs of claim and related documents and serving as “lead plaintiff” in class action lawsuits; (iii) exercise generally any of the powers of an owner with respect to the supervision and management of such rights or claims, including the settlement, compromise or submission to arbitration of any claims, the exercise of which the Subadviser deems to be in the best interest of the Fund or required by applicable law, including ERISA, and (iv) employ suitable agents, including legal counsel, and to pay their reasonable fees, expenses and related costs from the Fund.
7.
Prohibited Conduct.   In accordance with Rule 12d3-1 and Rule 17a-10 under the 1940 Act and any other applicable law or regulation, the Subadviser’s responsibility regarding investment advice hereunder is limited to the Fund, and the Subadviser will not consult with any other investment advisory firm that provides investment advisory services to the Fund or any other investment company sponsored by Virtus Investment Partners, Inc. or its affiliates regarding transactions in securities or other assets for the Fund. The Fund shall provide the Subadviser with a list of investment companies sponsored by Virtus Investment Partners, Inc. and its affiliates, and the Subadviser shall be in breach of the foregoing provision only if the investment company is included in such a list provided to the Subadviser prior to such prohibited action. The Subadviser, and its
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affiliates and agents, shall refrain from making any written or oral statements concerning the Fund, any other investment company sponsored by Virtus Investment Partners, Inc. or its affiliates, and any substantially similar products, that are reasonably likely to mislead investors regarding either (i) the services rendered by the Subadviser to the Fund or (ii) the Fund, including without limitation with respect to the investment strategies and/or risks, and/or the performance thereof. In addition, the Subadviser shall not, without the prior written consent of the Fund and the Adviser, delegate any obligation assumed pursuant to this Agreement to any affiliated or unaffiliated third party. The parties acknowledge and agree that the Subadviser may, in its business judgmentdiscretion, utilize personnel employed by affiliates of the Subadviser to perform services pursuant to this Agreement by way of a “participating affiliate” agreement in accordance with, and to the extent permitted by, the Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), including the published interpretations thereof by the SEC or its staff. Such participating affiliate agreement shall subject the personnel providing such services to the Subadviser’s compliance and other programs with respect to their activities on behalf of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Subadviser assumes full responsibility for all actions, and any failure to act, by each person utilized by the Subadviser to perform services under NYSE listing standards.

Unlessthis Agreement.

8.
Information and Reports.
A.
The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the Fund. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, prior to each meeting of the Board, otherwise determines, at least one memberthe Subadviser shall provide the Adviser and the Board with reports regarding the Subadviser’s management of the CommitteeFund during the most recently completed quarter, which reports: (i) shall include Subadviser’s representation that its performance of its investment management duties hereunder is in compliance with the Fund’s investment objectives and practices, the Act and applicable rules and regulations under the Act, and the diversification and minimum “good income” requirements of Subchapter M under the Internal Revenue Code of 1986, as amended, and (ii) otherwise shall be determinedin such form as may be reasonably required by the Board to be an “audit committee financial expert” (as defined for purposes of FormAdviser.
N-CSR).B.

One or more members

Each of the Committee may be designated byAdviser and the Board asSubadviser shall provide the Committee’s chairother party with a list, to the best of the Adviser’s or vice chair,the Subadviser’s respective
A-6

knowledge, of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons.
C.
The Subadviser shall serve for such term or terms asalso provide the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such times and frequency as he or she deems appropriate; (2) provide input to managementAdviser with any information reasonably requested by the Adviser regarding its establishment of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface with management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The Chair can delegate to one or more other Committee members one or more of such duties as he or she deems appropriate.

Responsibilities and Duties

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

1. Determine the selection, retention or termination of the Fund’s IA based on an evaluation of their independenceFund required for any shareholder report, or any other disclosure document to be filed by the Fund with the SEC.

D.
The Subadviser shall promptly notify the Adviser and the nature and performanceFund in the event that any of the auditSubadviser’s employees or contractors raise any issues concerning any actual or potential material violation of any law, regulation or internal policy of the Subadviser, in each case actually or potentially affecting the Fund.
9.
Fees for Services.   The compensation of the Subadviser for its services under this Agreement shall be calculated and any permittednon-audit services. Decisionspaid by the Committee concerning the selection, retention or termination of the IA shall be submitted to the Board for ratificationAdviser in accordance with the requirementsattached Schedule C. Pursuant to the Investment Advisory Agreement between the Fund and the Adviser, the Adviser is solely responsible for the payment of Section 32(a)fees to the Subadviser.
10.
Limitation of Liability.   Absent the Subadviser’s breach of this Agreement or the willful misconduct, bad faith, gross negligence, or reckless disregard of the Investment

47


Company Act. The Fund’s IA must report directly toobligations or duties hereunder on the Committee, whichpart of the Subadviser, or its officers, directors, partners, agents, employees and controlling persons, the Subadviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any position; provided, however, that the Subadviser shall be responsible for, resolution of disagreements between managementand shall indemnify and hold the Fund and the IA relating to financial reporting.

2. To considerAdviser and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the independenceFund or the Adviser within the meaning of Section 15 of the Fund’s IA at least annually,Securities Act of 1933, as amended (the “Securities Act”), harmless against, any and all Losses (as defined below) arising out of or resulting from a “Trade Error” ​(as defined in connection therewith receive on a periodic basis formal written disclosuresthe compliance policies and lettersprocedures of the Fund), as the same may be amended from the IA as requiredtime to time) caused by the applicable rulesnegligent action or negligent omission of the Public Company Accounting Oversight Board (the “PCAOB”).

3. ToSubadviser or its agent. The Adviser agrees to provide prior written notice to the extent required bySubadviser of any material changes to the definition of Trade Error becoming effective with respect to the Fund unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable regulations,pre-approvelaw, rule, regulation or court order. It is acknowledged (i) all audit

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and permittednon-audit services renderedagreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 10, and the indemnity is intended to cover claims by the IAFund, or the Adviser against the Subadviser for recovery pursuant to this section.
11.
Confidentiality.   Subject to the duty of the Subadviser and the Fund to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction, the parties hereto shall treat as confidential all information pertaining to the Fund and the actions of the Subadviser and the Fund in respect thereof. Notwithstanding the foregoing, the Fund and the Adviser agree that the Subadviser may (i) disclose in marketing materials and similar communications that the Subadviser has been engaged to manage assets of the Fund pursuant to this Agreement, and (ii) allinclude performance statistics regarding the Fund in composite performance statistics regarding one or more groups of Subadviser’s clients published or included in any of the foregoing communications, provided that the Subadviser does not identify any performance statistics as relating specifically to the Fund.
non-audit12. services rendered
Assignment.   This Agreement shall terminate automatically in the event of its assignment, as that term is defined in Section 2(a)(4) of the Act. The Subadviser shall notify the Fund and the Adviser in writing sufficiently in advance of any proposed change of control, as defined in Section 2(a)(9) of the Act, as will enable the Fund to consider whether an assignment as defined in Section 2(a)(4) of the Act will occur, and to take the steps necessary to enter into a new contract with the Subadviser.
13.
Representations, Warranties and Agreements of the Subadviser.   The Subadviser represents, warrants and agrees that:
A.
It is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its organization, and is qualified to do business in each jurisdiction in which failure to be so qualified would reasonably be expected to have a material adverse effect upon it. It (i) is registered as an “investment adviser” under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the IAAct or the Advisers Act from performing the services contemplated by this Agreement; provided, however, that the Subadviser makes no representation or warranty with regard to the Fund’s investment advisers (including sub-advisers)approval of this Agreement by the Board under Section 15 of the Act; (iii) has appointed a Chief Compliance Officer under Rule 206(4)-7 under the Advisers Act; (iv) has adopted written policies and procedures that are reasonably designed to prevent
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violations of the Advisers Act from occurring, and correct promptly any violations that have occurred, and will provide notice promptly to the Adviser of any material violations relating to the Fund; (v) has materially met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency.
B.
It is either registered as a commodity trading advisor or duly exempt from such registration with the U.S. Commodity Futures Trading Commission (“CFTC”), and it will maintain such registration or exemption continuously during the term of this Agreement or, alternatively, will become a commodity trading advisor duly registered with the CFTC and will be a member in good standing with the National Futures Association.
C.
It will maintain, keep current and preserve on behalf of the Fund, records in the manner required or permitted by the Act and the Rules thereunder including the records identified in Schedule B (as Schedule B may be amended from time to time). The Subadviser agrees that such records are the property of the Fund, and shall be surrendered to the Fund or to the Adviser as agent of the Fund promptly upon request of either. The Fund acknowledges that the Subadviser may retain copies of all records required to meet the record retention requirements imposed by law and regulation.
D.
It shall maintain a written code of ethics (the “Code of Ethics”) complying with the requirements of Rule 204A-1 under the Advisers Act and Rule 17j-1 under the Act and shall provide the Fund and the Adviser with a copy of the Code of Ethics and evidence of its adoption. It shall institute procedures reasonably necessary to prevent Access Persons (as defined in Rule 17j-1) from violating its Code of Ethics. The Subadviser acknowledges receipt of the written code of ethics adopted by and on behalf of the Fund. Each calendar quarter while this Agreement is in effect, a duly authorized compliance officer of the Subadviser shall certify to the Fund and to certainthe Adviser that the Subadviser has complied with the requirements of Rules 204A-1 and 17j-1 during the previous calendar quarter and that there has been no material violation of its Code of Ethics, or of Rule 17j-1(b), or that any persons covered under its Code of Ethics has divulged or acted upon any material, non-public information, as such term is defined under relevant securities laws, and if such a violation of the investment advisers’ affiliates.code of ethics of the Fund has occurred, or if such a violation of its Code of Ethics has occurred, that appropriate action was taken in response to such violation. The CommitteeSubadviser shall notify the Adviser promptly of any
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material violation of the Code of Ethics involving the Fund. The Subadviser will provide such additional information regarding violations of the Code of Ethics directly affecting the Fund as the Fund or its Chief Compliance Officer on behalf of the Fund or the Adviser may reasonably request in order to assess the functioning of the Code of Ethics or any harm caused to the Fund from a violation of the Code of Ethics. Further, the Subadviser represents that it has policies and procedures regarding the detection and prevention of the misuse of material, nonpublic information by the Subadviser and its employees. The Subadviser will explain what it has done to seek to ensure such compliance in the future. Annually, the Subadviser shall furnish to the Fund and the Adviser a written report which complies with the requirements of Rule 17j-1 concerning the Subadviser’s Code of Ethics. The Subadviser shall permit the Fund and the Adviser to examine the reports required to be made by the Subadviser under Rules 204A-1(b) and 17j-1(d)(1) and this subparagraph.
E.
It has adopted and implemented, and throughout the term of this Agreement shall maintain in effect and implement, policies and procedures by which such services are approved other thanreasonably designed to prevent, detect and correct violations by the full Committee.

4. ReviewSubadviser and approveits supervised persons, and, to the fees chargedextent the activities of the Subadviser in respect of the Fund could affect the Fund, by the IAFund, of “federal securities laws” ​(as defined in Rule 38a-1 under the Act), and that the Subadviser has provided the Fund with true and complete copies of its policies and procedures (or summaries thereof) and related information reasonably requested by the Fund and/or the Adviser. The Subadviser agrees to cooperate with periodic reviews by the Fund’s and/or the Adviser’s compliance personnel of the Subadviser’s policies and procedures, their operation and implementation and other compliance matters and to provide to the Fund and/or the Adviser from time to time such additional information and certifications in respect of the Subadviser’s policies and procedures, compliance by the Subadviser with federal securities laws and related matters as the Fund’s and/or the Adviser’s compliance personnel may reasonably request. The Subadviser agrees to promptly notify the Adviser of any compliance violations which affect the Fund.

F.
The Subadviser will immediately notify the Fund and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9 of the Act or otherwise. The Subadviser will also immediately notify the Fund and the Adviser if it is served or otherwise
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receives notice of any action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, including but not limited to the SEC and the CFTC, involving the affairs of the Fund.
G.
To the best of its knowledge, there are no material pending, threatened, or contemplated actions, suits, proceedings, or investigations before or by any court, governmental, administrative or self-regulatory body, board of trade, exchange, or arbitration panel to which it or any of its directors, officers, employees, partners, shareholders, members or principals, or any of its affiliates is a party or to which it or its affiliates or any of its or its affiliates’ assets are subject, nor has it or any of its affiliates received any notice of an investigation, inquiry, or dispute by any court, governmental, administrative, or self-regulatory body, board of trade, exchange, or arbitration panel regarding any of its or their activities, which might reasonably be expected to result in (i) a material adverse effect on the Fund or (ii) a material adverse change in the Subadviser’s condition (financial or otherwise) or business, or which might reasonably be expected to materially impair the Subadviser’s ability to discharge its obligations under this Agreement. The Subadviser will also immediately notify the Fund and the Adviser if the representation in this Section 13.G is no longer accurate.
H.
The Subadviser shall promptly notify the Adviser of any changes in its executive officers, partners or in its key personnel, including, without limitation, any change in the portfolio manager(s) responsible for the Fund or if there is an actual or expected change in control or management of the Subadviser.
14.
No Personal Liability.   A copy of the Fund’s Agreement and Declaration of Trust is on file with the Secretary of The Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Trustees of the Fund as Trustees and not individually and that the obligations of the Fund pursuant to this instrument (if any) are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund. Without limiting the generality of the foregoing, neither the Subadviser nor any of its officers, directors, partners, shareholders or employees shall, under any circumstances, have recourse or cause or willingly permit recourse to be had directly or indirectly to any personal, statutory, or other liability of any shareholder, Trustee, officer, agent or employee of the Fund or of any successor of the Fund, whether such liability now exists or is hereafter incurred for claims against the trust estate.
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15.
Entire Agreement; Amendment.   This Agreement, together with the Schedules attached hereto, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior written or oral agreements pertaining to the subject matter of this Agreement. This Agreement may be amended at any time, but only by written agreement among the Subadviser, the Adviser and the Fund, which amendment, other than amendments to Schedules A, B, D, and E, is subject to the approval of the Board (including those trustees who are not “interested persons” of the Fund) and, if required by the Act or applicable SEC rules and regulations, a vote of a majority of the Fund’s outstanding voting securities; provided, however, that, notwithstanding the foregoing, this Agreement may be amended or terminated in accordance with any exemptive order issued to the Adviser, the Fund or its affiliates.
16.
Effective Date; Term.   This Agreement shall take effect as of the date hereof, and shall remain in effect, unless sooner terminated as provided herein, for an initial period through December 31, 2023. This Agreement shall continue thereafter from year to year only so long as its continuance has been specifically approved at least annually (i) by a vote of the Board of the Fund or by vote of a majority of outstanding voting securities of the Fund and (ii) by vote of a majority of the trustees who are not interested persons of the Fund (as defined in the Act) or of any person party to this Agreement, cast in person (or otherwise, as consistent with applicable laws, regulations and related guidance and relief) at a meeting called for the purpose of such approval.
17.
Termination.
A.
This Agreement may be terminated at any time without payment of any penalty (i) by the Board, or by a vote of a majority of the outstanding voting securities of the Fund, upon 60 days’ prior written notice to the Adviser and the Subadviser, (ii) by the Subadviser upon 60 days’ prior written notice to the Adviser and the Fund, or (iii) by the Adviser upon 60 days’ prior written notice to the Subadviser. This Agreement may also be terminated, without the payment of any penalty, by the Adviser or the Board immediately (i) upon the material breach by the Subadviser of this Agreement or (ii) at the terminating party’s discretion, if the Subadviser or any officer, director or key portfolio manager of the Subadviser is accused in any regulatory, self-regulatory or judicial investigation or proceeding as having violated the federal securities laws or engaged in criminal conduct.
B.
This Agreement shall terminate automatically and immediately upon termination of the Investment Advisory Agreement. This Agreement shall terminate automatically and immediately in the event of its
A-12

assignment, as such term is defined in and interpreted under the terms of the 1940 Act and the rules promulgated thereunder. Termination of this Agreement will not affect any outstanding orders or transactions or any legal rights or obligations which may already have arisen. Transactions in progress at the date of termination will be completed by the Subadviser as soon as reasonably practicable. Provisions of this Agreement relating to indemnification and the preservation of records, as well as any responsibilities or obligations of the parties hereto arising from matters initiated prior to termination, shall survive any termination of this Agreement.
18.
Applicable Law.   To the extent that state law is not preempted by the provisions of any law of the United States heretofore or hereafter enacted, as the same may be amended from time to time, this Agreement shall be administered, construed and enforced according to the laws of the Commonwealth of Massachusetts applicable to contracts entered into and fully performed within the Commonwealth of Massachusetts.
19.
Severability.   If any term or condition of this Agreement shall be invalid or unenforceable to any extent or in any application, then the remainder of this Agreement shall not be affected thereby, and each and every term and condition of this Agreement shall be valid and enforced to the fullest extent permitted by law.
20.
Notices.   Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered personally or by overnight delivery service or mailed by certified or registered mail, return receipt requested and postage prepaid, or sent by facsimile or e-mail transmission addressed to the parties at their respective addresses set forth below, or at such other address as shall be designated by any party in a written notice to the other party.
(a)
To the Adviser or the Fund at:
Virtus Investment Advisers, Inc.
One Financial Plaza
Hartford, CT 06103 Attn: Legal Counsel
(b)
To the Subadviser at:
Voya Investment Management Co., LLC
[                 ]
[                 ]
Attn: [                 ]
21.
Certifications.   The Subadviser shall timely provide to the Adviser and the Fund, all information and documentation they may reasonably request as
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necessary or appropriate in order for the Adviser and the Board to oversee the activities of the Subadviser and in connection with the compliance by any of them with the requirements of this Agreement, the Registration Statement (if any), the policies and procedures referenced herein, and any applicable law, including, without limitation, (i) information and commentary relating to the Subadviser or the Fund for the Fund’s annual and semi-annual reports, in a format reasonably approved by the Adviser, together with (A) a certification that such information and commentary discuss all of the factors that materially affected the performance of the Fund, including the relevant market conditions and the investment adviserstechniques and certain affiliatesstrategies used and (B) additional certifications related to the Subadviser’s management of the investment advisers for audit, audit-relatedFund in order to support the Fund’s filings on Form N-CSR and permitted non-audit services.

5. Ifother applicable forms, and the Fund’s Principal Executive Officer’s and Principal Financial Officer’s certifications under Rule 30a-2 under the Act, thereon; (ii) within 5 business days of a quarter-end, a quarterly certification with respect to compliance and operational matters related to the Subadviser and the Subadviser’s management of the Fund (including, without limitation, compliance with the applicable procedures), in a format reasonably requested by the Adviser, as it may be amended from time to time; and (iii) an annual certification from the Subadviser’s Chief Compliance Officer, appointed under Rule 206(4)-7 under the Advisers Act with respect to the design and operation of the Subadviser’s compliance program, in a format reasonably requested by the Adviser or the Fund. Without limiting the foregoing, the Subadviser shall provide a quarterly certification in a form substantially similar to that attached as Schedule E.

22.
Indemnification.
A.
The Subadviser shall indemnify and hold harmless the Adviser from and against any and all claims, losses, liabilities, or damages (including reasonable attorney’s fees and other related expenses) (collectively, “Losses”) arising from the Subadviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Subadviser’s obligation under this Section 22 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Adviser, is caused by or is otherwise directly related to (i) any breach by the Adviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Adviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in any Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the
A-14

omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Subadviser or the Fund, or the omission of such information, by the Adviser for use therein.
B.
The Adviser shall indemnify and hold harmless the Subadviser from and against any and all Losses arising from the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties under this Agreement in the performance of its obligations under this Agreement; provided, however, that the Adviser’s obligation under this Section 22 shall be reduced to the extent that the claim against, or the loss, liability, or damage experienced by the Subadviser, is caused by or is otherwise directly related to (i) any breach by the Subadviser of its representations or warranties made herein, (ii) any willful misconduct, bad faith, reckless disregard or negligence of the Subadviser in the performance of any of its duties or obligations hereunder, or (iii) any untrue statement of a material fact contained in any Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Subadviser that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Fund, or the omission of such information, by the Subadviser for use therein.
C.
A party seeking indemnification hereunder (the “Indemnified Party”) will (i) provide prompt written notice to the other of any claim (“Claim”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have employees, set clear policies for the hiringright at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the Fundclaimant of employeesall liabilities for Claims against the Indemnified Party or former employees(ii) which otherwise adversely affects the rights of the Fund’s IA.

6. ObtainIndemnified Party.

D.
No party will be liable to another party for consequential damages under any provision of this Agreement.
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23.
Receipt of Disclosure Documents.   The Fund and reviewthe Adviser acknowledge receipt, at least annually48 hours prior to entering into this Agreement, of a report fromcopy of Part 2 of the IA describing (i)Subadviser’s Form ADV containing certain information concerning 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 forSubadviser and the scopenature of the annual audit andits business. The Subadviser will, promptly after making any special audits, including the formamendment to its Form ADV, furnish a copy of any opinion proposed to be renderedsuch amendment to the BoardAdviser. On an annual basis and shareholdersupon request, the Subadviser will provide a copy of the Fund.

8. Meet with management and the IA to review and discuss the Fund’s annualits audited financial statements, including balance sheets, for the two most recent fiscal years and, if available, each subsequent fiscal quarter. At the time of providing such information, the Subadviser shall describe any material adverse change in its financial condition since the date of its latest financial statement.

24.
Counterparts; Fax Signatures.   This Agreement may be executed in any number of counterparts (including executed counterparts delivered and exchanged by facsimile transmission) with the same effect as if all signing parties had originally signed the same document, and all counterparts shall be construed together and shall constitute the same instrument. For all purposes, signatures delivered and exchanged by facsimile transmission shall be binding and effective to the same extent as original signatures.
25.
Bankruptcy and Related Events.   Each of the Adviser and the Subadviser agrees that it will provide prompt notice to the other in the event that: (i) it makes an assignment for the benefit of creditors, files a reviewvoluntary petition in bankruptcy, or is otherwise adjudged bankrupt or insolvent by a court of any specific disclosurescompetent jurisdiction; or (ii) a material event occurs that could reasonably be expected to adversely impair its ability to perform this Agreement. The Adviser further agrees that it will provide prompt notice to the Subadviser in the event that the Fund ceases to be registered as an investment company under the Act.
[signature page follows]
A-16

VIRTUS       FUND
By:   
Name:
Title:
VIRTUS INVESTMENT ADVISERS, INC.
By:   
Name:
Title:
ACCEPTED:
VOYA INVESTMENT MANAGEMENT CO., LLC
By:   
Name:
Title:
SCHEDULES:A.   Operational Procedures
B.   Record Keeping Requirements
C.   Fee Schedule
D.   Subadviser Functions
E.   Form of Sub-Certification
A-17

SCHEDULE A
OPERATIONAL PROCEDURES
In order to minimize operational problems, it will be necessary for a flow of management’s discussioninformation to be supplied in a secure manner by Subadviser to the Fund’s service providers, including: the custodian of the Fund’s investment performance; and,assets, as identified to the Subadviser by the Fund from time to time (the “Custodian”), Virtus Fund Services, LLC (the “Fund Administrator”), the accounting agent of the Fund, as identified to the Subadviser by the Fund from time to time (the “Accounting Agent”), any prime broker used by the Subadviser with respect to the Fund’s audited financial statements, discussassets (the “Prime Broker”) and all other Counterparties/Brokers as required.
The Subadviser must furnish the Fund’s service providers with the IA matters required daily information as to executed trades in a format and time-frame agreed to by the PCAOBSubadviser, Custodian, Fund Administrator, Accounting Agent and any other matters required to be reportedPrime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Committee under applicable law;Custodian, Fund Administrator, Accounting Agent and providePrime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Fund.
The Accounting Agent specifically requires a statement whether, baseddaily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same- day settlement and future trades must be sent to the Accounting Agent no later than 5:00 p.m. (Eastern Time) on its reviewthe day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Accounting Agent on trade date +1 by 11:00 a.m. (Eastern Time) to ensure that they are part of the Fund’s auditedNAV calculation. (Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Committee recommendsFund. The data to be sent to the Board thatAccounting Agent and/or Fund Administrator will be as agreed by the audited financial statementsSubadviser, Fund Administrator, Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:
1.
Transaction type (e.g., purchase, sale, open, close, put call);
2.
Security type (e.g., equity, fixed income, swap, future, option, short, long);
3.
Security name;
4.
Exchange identifier (e.g., CUSIP, ISIN, Sedol, OCC Symbol) (as applicable);
A-18

5.
Number of shares and par, original face, contract amount, notional amount;
6.
Transaction price per share (clean if possible);
7.
Strike price;
8.
Aggregate principal amount;
9.
Executing broker;
10.
Settlement agent;
11.
Trade date;
12.
Settlement date;
13.
Aggregate commission or if a net trade;
14.
Interest purchased or sold from interest bearing security;
15.
Net proceeds of the transaction;
16.
Trade commission reason: best execution, soft dollar or research (to be includedprovided quarterly);
17.
Derivative terms;
18.
Non-deliverable forward classification (to be provided quarterly);
19.
Maturity/expiration date; and
20.
Details of margin and collateral movement.
When opening accounts with brokers for, and in the Fund’s Annual Report.

Meet with managementname of, the Fund, the account must be a cash account. No margin accounts are to review and discussbe opened by the Fund’s unaudited financial statements includedSubadviser in the semi-annual report, including, if any, a review of any specific disclosure of management’s discussionname of the Fund’s investment performance.

48


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

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

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

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

13. Discuss with management any press releases discussing the Fund’s investment performance and other financial information about the Fund, as well as any financial information provided by management to analysts or rating agencies. The Committee may discharge this responsibility by discussing the general types of information to be disclosedspecifically approved by the Fund and the Fund Administrator. Delivery instructions are as specified by the Custodian. The Custodian will supply the Subadviser daily with a cash availability report via access to the Custodian website, or by email or by facsimile and the Accounting Agent will provide a five-day cash projection. This will normally be done by email or, if email is unavailable, by another form of presentation immediate written communication, so that the Subadviser will know the amount available for investment purposes.

A-19

SCHEDULE B
RECORDS TO BE MAINTAINED BY THE SUBADVISER
1.
(i.e., acase-by-case review is not required)Rule 31a-1(b)(5) and need not discuss in advance(6)) A record of each such release of information.

14. Establish procedures for (i) the receipt, retention,brokerage order, and treatment of complaints receivedall other purchases and sales, given by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employeesSubadviser on behalf of the Fund for, or in connection with, the Fund’s investment advisers, administrator, principal underwriter (if any)purchase or sale of securities, whether executed or unexecuted. Such records shall include:

A.
The name of the broker;
B.
The terms and conditions of the order and of any other providermodifications or cancellations thereof;
C.
The time of accounting-related servicesentry or cancellation;
D.
The price at which executed;
E.
The time of receipt of a report of execution; and
F.
The name of the person who placed the order on behalf of the Fund.
2.
(Rule 31a-1(b)(9)) A record for each fiscal quarter, completed within ten (10) days after the end of the quarter, showing specifically the basis or bases upon which the allocation of orders for the investment adviserspurchase and sale of concerns regarding accountingsecurities to named brokers or auditing matters.

15. Investigatedealers was effected, and the division of brokerage commissions or initiate the investigation of any fraud, improprieties or suspected improprieties in the Fund’s accounting operations or financial reporting.

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

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

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

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

49


Scope of Responsibility

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

A.
Shall include the duties and responsibilities imposed on such person as a memberconsideration given to:
(i)
The sale of the Committee and the Board. The designation of an audit committee financial expert also does not affect the duties or responsibilities of any other member of the Committee or the Board.

Meetings

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

Outside Resources and Assistance from Management

The appropriate officersshares of the Fund by brokers or dealers.

(ii)
The supplying of services or benefits by brokers or dealers to:
(a)
The Fund,
(b)
The Adviser,
(c)
The Subadviser, and
(d)
Any person other than the foregoing.
(iii)
Any other consideration other than the technical qualifications of the brokers and dealers as such.
B.
Shall show the nature of the services or benefits made available.
C.
Shall describe in detail the application of any general or specific formula or other determinant used in arriving at such allocation of purchase and sale orders and such division of brokerage commissions or other compensation.
A-20

D.
Shall show the name of the person responsible for making the determination of such allocation and such division of brokerage commissions or other compensation.
3.
(Rule 31a-1(b)(10)) A record in the form of an appropriate memorandum identifying the person or persons, committees or groups authorizing the purchase or sale of securities. Where a committee or group makes an authorization, a record shall providebe kept of the names of its members who participate in the authorization. There shall be retained as part of this record: any memorandum, recommendation or arrangeinstruction supporting or authorizing the purchase or sale of securities and such other information as is appropriate to provide such information, data and services assupport the Committee may request. The Committee shall have the authority to engage at the Fund’s expense independent counselauthorization.*
4.
(Rule 31a-1(f)) Such accounts, books and other experts and consultants whose expertise the Committee considers necessarydocuments as are required to carry out its responsibilities. The Fund shall provide for appropriate funding, as determinedbe maintained by the Committee, for the payment of: (i) compensationregistered investment advisers by rule adopted under Section 204 of the Fund’s IA for the issuance of an audit report relatingAdvisers Act, 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 thatextent such records are necessary or appropriate to record the Subadviser’s transactions for the Fund.
5.
Records as necessary under Board-approved policies and procedures of the Fund, including without limitation those related to valuation determinations.
*
Such information might include: current financial information, annual and quarterly reports, press releases, reports by analysts and from brokerage firms (including their recommendations, i.e., buy, sell, hold) or any internal reports or subadviser review.
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SCHEDULE C
SUBADVISORY FEE
For services provided to the Fund, the Adviser will pay to the Subadviser a fee, payable monthly in fulfillingarrears, equal to 50% of the net advisory fee, calculated as follows:
1.
The total expenses of the Fund will be calculated in accordance with the terms of its purposes most recent prospectus, including application of the gross advisory fee.
2.
Such total expenses will be reduced by the application of any applicable fee waiver and/or carrying outexpense limitation agreement, in accordance with the terms thereof.
3.
The net advisory fee will then be calculated by subtracting from the gross advisory fee any amount required to be waived under the applicable fee waiver(s) and/or reimbursed under such applicable expense limitation agreement.
4.
In the event that the Adviser waives its responsibilities underentire fee and also assumes expenses of the Fund pursuant to an applicable expense limitation agreement, the Subadviser will similarly waive its entire fee and will share in the expense assumption by contributing 50% of the assumed amount.
5.
If during the term of this Charter.

Annual Evaluations

The CommitteeAgreement the Adviser later recaptures some or all of the fees waived or expenses assumed by the Adviser and the Subadviser together, the Adviser shall pay to the Subadviser a pro rata amount of the fee(s)/expense(s) recaptured that is attributable to the Subadviser’s portion of the original waiver/assumed expense.

A-22

SCHEDULE D
SUBADVISER FUNCTIONS
With respect to managing the investment and reinvestment of the Fund’s assets, the Subadviser shall provide, at its own expense:
(a)
An investment program for the Fund consistent with its investment objectives based upon the development, review and reassessadjustment of buy/sell strategies approved from time to time by the adequacyBoard and the Adviser in paragraph 3 of this CharterSubadvisory Agreement and implementation of that program;
(b)
Periodic reports, on at least a quarterly basis, in form and substance acceptable to the Adviser, with respect to: i) compliance with the Code of Ethics and the Fund’s code of ethics; ii) compliance with procedures adopted from time to time by the Board relative to securities eligible for resale under Rule 144A under the Securities Act of 1933, as amended; iii) diversification of Fund assets in accordance with the then prevailing Prospectus and Statement of Additional Information or other applicable disclosure documents or policies of the Fund and governing laws, regulations, rules and orders; iv) compliance with governing restrictions relating to the fair valuation of securities for which market quotations are not readily available or considered “illiquid” for the purposes of complying with the Funds limitation on acquisition of illiquid securities; v) any and all other reports reasonably requested in accordance with or described in this Agreement; vi) the implementation of the Fund’s investment program, including, without limitation, analysis of Fund’s performance; vii) compliance with the Investment Guidelines; viii) description of material changes in policies or procedures; and ix) description of any significant firm related developments;
(c)
Promptly after filing with the SEC an amendment to its Form ADV, a copy of such amendment to the Adviser and the Board;
(d)
Attendance by appropriate representatives of the Subadviser at meetings requested by the Adviser or Board at such time(s) and location(s) as reasonably requested by the Adviser or Board; and
(e)
Notice to the Board and the Adviser of the occurrence of any event which would disqualify the Subadviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Act or otherwise.
(f)
Reasonable assistance in the valuation of securities including the participation of appropriate representatives at fair valuation committee meetings.
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SCHEDULE E
FORM OF SUB-CERTIFICATION
To:
Re: Subadviser’s Form N-CSR Certification for the [Name of Fund].
From: [Name of Subadviser]
Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR.
[Name of Fund].
In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR for the Fund.
Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the Report. As of the date of this certification there have been no material modifications to these internal controls and procedures.
In addition, our organization has:
a.
Designed such internal controls and procedures to ensure that material information is made known to the appropriate groups responsible for servicing the above-mentioned mutual fund.
b.
Designed and implemented controls which ensure that all transactions provided to the fund’s custodians/prime broker and accounting agent (“vendors”) have been delivered in a secure manner by authorized persons, and that access to the fund’s records maintained by the fund’s vendors is restricted to authorized persons of our firm or, if applicable, any third party administrator utilized by our firm. Such controls include review of the authorized persons at least annually and recommendprompt communication of any changes to authorized persons to the Board. fund’s vendors.
c.
Evaluated the effectiveness of our internal controls and procedures, as of a date within 90 days prior to the date of this certification and we have concluded that such controls and procedures are effective.
d.
In addition, to the performancebest of my knowledge, there has been no fraud, whether or not material, that involves our organization’s management or other employees who have a significant role in our organization’s control and procedures as they relate to our duties as subadviser to the Fund.
A-24

I have read the draft of the Committee shallReport which I understand to be reviewed at least annually.

Adoptioncurrent as of [Date of Reporting Period] and Amendments

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

50


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 Diversified Income & Convertible Fund (“ACV”)

AllianzGI Equity & Convertible Fund (“NIE”)

AllianzGI Convertible & Income 2024 Target Term Fund (“CBH”)

AllianzGI Artificial Intelligence & Technology Opportunities Fund (“AIO”)

A-1


Exhibit B-1 to Proxy Statement

Report of Audit Oversight Committee

my knowledge, such draft of the BoardReport, including the Fund Summary and Asset Allocations (as applicable), does not, with respect to the Fund, contain any untrue statement of Trustees of

AllianzGI Equity & Convertible Income Fund (“NIE”)

AllianzGI NFJ Dividend, Interest & Premium Strategy Fund (“NFJ”)

AllianzGI Diversified Income & Convertible Fund (“ACV”)

(each, a “Fund” and, collectively,material fact or omit to state a material fact necessary to make the “Funds”)

Dated March 21, 2020

The Audit Oversight Committees (collectively, the “Committee”) oversee the Funds’ financial reporting process on behalfinformation contained therein, in light of the Boardcircumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Fund’s Chief Accounting Officer:
a.
All significant changes, deficiencies and material weakness, if any, in the design or operation of Trusteesthe Subadviser’s internal controls and procedures which could adversely affect the Fund’s ability to record, process, summarize and report financial data with respect to the Fund in a timely fashion;
b.
Any fraud, whether or not material, that involves the Subadviser’s management or other employees who have a significant role in the Subadviser’s internal controls and procedures for financial reporting.
I certify that to the best of eachmy knowledge:
a.
The Subadviser’s Portfolio Manager(s) has/have complied with the restrictions and reporting requirements of the Code of Ethics (the “Code”). The term Portfolio Manager is as defined in the Code.
b.
The Subadviser has complied with the Prospectus and Statement of Additional Information of the Fund (collectively,and the “Board”)Policies and operate under a written CharterProcedures of the Fund as adopted by the Board. Fund’s Board of Trustees.
c.
I have no knowledge of any compliance violations except as disclosed in writing to the Virtus Compliance Department by me or by the Subadviser’s compliance administrator.
d.
The Committee meetsSubadviser has complied with the Funds’ management (“Management”)rules and independent registered public accounting firmregulations of the 33 Act and reports the results of its activities40 Act, and such other regulations as may apply to the Board. Managementextent those rules and regulations pertain to the responsibilities of the Subadviser with respect to the Fund as outlined above.
e.
Since the submission of our most recent certification there have not been any divestments of securities of issuers that conduct or have direct investments in business operations in Iran or Sudan.
f.
The subadviser has disclosed to the primary responsibility forAdviser or 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 the Funds’ financial statements for the fiscal year ended January 31, 2020 were prepared in conformity with generally accepted accounting principles.

The Committee has reviewed and discussed with Management and PricewaterhouseCoopers LLP (“PwC”), the Funds’ independent registered public accounting firm, the audited financial statements for the fiscal year ended January 31, 2020. The Committee has discussed with PwC the mattersFund any holdings required to be discussed by Statements on Auditing Standard No. 1300 — Audit Communications (“SAS 1300”). SAS 1300 requiresdisclosed under the independent registered public accounting firm to communicateIran Threat Reduction and Syria Human Rights Act of 2012, the Comprehensive Iran Sanctions, Accountability, and Divestment Act of 2010, the Iran Sanctions Act of 1996, as Amended and Executive Orders 13224, and 13382.

A-25

This certification relates solely to the Committee matters including, if applicable: 1) methods usedFund named above and may not be relied upon by any other fund or entity. The Subadviser does not maintain the official books and records of the Fund named above. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to account for significant unusual transactions; 2)serve as the effect of significantFund’s official accounting policies in controversial or emerging areas for which theresystem. The Subadviser is a lack of authoritative guidance or consensus; 3) the process used by management in formulating particularly sensitive accounting estimates and the basisnot responsible 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 3526preparation 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 the Fund’s independent registered public accounting firm, whether the provision of suchnon-audit services was compatible with maintaining the independence of PwC.

The members of the Committee are not employed by the Funds as experts in the fields of auditing or accounting and are not employed by the Funds for accounting, financial management or internal control purposes. Members of the Committee rely without independent verification on the information provided and the representations made to them by management and PwC.

Based on the foregoing review and discussions, and subject to the limitation on the role and responsibilities of the Audit Oversight Committees set forth above, the Committee presents this Report to the Board and recommends that (1) the audited financial statements for the fiscal year ended January 31, 2020 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, 2021.

Submitted by the Audit Oversight Committees of the Board of Trustees:

Sarah E. Cogan

Deborah A. DeCotis

F. Ford Drummond

James A. Jacobson

Hans W. Kertess

James S. MacLeod

William B. Ogden, IV

Alan Rappaport

Davey S. Scoon

B-1


Exhibit B-2 to Proxy Statement

Report of Audit Oversight Committee

of the Board of Trustees of

AllianzGI Convertible & Income 2024 Target Term Fund (“CBH”)

AllianzGI Convertible & Income Fund (“NCV”)

AllianzGI Convertible & Income Fund II (“NCZ”)

AllianzGI Artificial Intelligence & Technology Opportunities Fund (“AIO”)

(each, a “Fund” and, collectively, the “Funds”)

Dated April 24, 2020

The Audit Oversight Committees (collectively, the “Committee”) oversee the Funds’ financial reporting process on behalf of the Board of Trustees of each Fund (collectively, the “Board”) and operate 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 the Funds’ financial statements for the fiscal year ended February 29, 2020 were prepared in conformity with generally accepted accounting principles.

The Committee has reviewed and discussed with Management and PricewaterhouseCoopers LLP (“PwC”), the Funds’ independent registered public accounting firm, the audited financial statements for the fiscal year ended February 29, 2020. The Committee has discussed with PwC the matters required to be discussed by Statements on Auditing Standard No. 1301 — Communications with Audit Committees (“SAS 1301”). SAS 1301 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 the Fund’s independent registered public accounting firm, whether the provision of suchnon-audit services was compatible with maintaining the independence of PwC.

The members of the Committee are not employed by the Funds as experts in the fields of auditing or accounting and are not employed by the Funds for accounting, financial management or internal control purposes. Members of the Committee rely without independent verification on the information provided and the representations made to them by management and PwC.

Based on the foregoing review and discussions, and subject to the limitation on the role and responsibilities of the Audit Oversight Committees set forth above, the Committee presents this Report to the Board and recommends that (1) the audited financial statements for the fiscal year ended February 29, 2020 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 February 28, 2021.

Submitted by the Audit Oversight Committees of the Board of Trustees:

Sarah E. Cogan

Deborah A. DeCotis

F. Ford Drummond

James A. Jacobson

Hans W. Kertess

James S. MacLeod

William B. Ogden, IV

Alan Rappaport

Davey S. Scoon

B-2


Report.
[Name of Subadviser]
Date
[Name of Authorized Signer]
[Title of Authorized Signer]
A-26

GRAPHIC

LOGO

YOUR100139 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided. VOTE ONLINE 1. Read the proxy statement and have the proxy card at hand. 2. Go to www.proxyvotenow.com/VirtusCEFs 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-461-6860 3. Follow the simple instructions. [FUND NAME PRINTS HERE] JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS IMPORTANTSOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via audio teleconference on September 27, 2022 at 3:30p.m. (Eastern Time) (the “Meeting”), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund’s proxy solicitor, c/o Di Costa Partners, LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BY NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANTTHAT MAY PROPOERLY COME BEFORE THE MEETING. PLEASE REFER TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

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 held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY IDFOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Convertible & Income Fund – Common Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s), if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on thethis proxy card. Joint owners should each sign personally. Trustees andIf signing for estates, trusts, or other fiduciaries, your title or capacity should indicate the capacity in which they sign,be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign personally. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATE PO Box 211230, Eagan, MN 55121-9984

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

GRAPHIC

      (01) Sarah E. Cogan

OO

      (02) Davey S. Scoon

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

100139 Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to be held on September 27, 2022. The Proxy Statement for this Meeting is available at www.eproxyaccess.com/VirtusCEFs2022 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER.OWN. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Preferred 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 held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Convertible & Income Fund – Preferred Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS. TO VOTE – Mark one box in blue or black ink as your name(s) appear(s) onshown in this example: FOR AGAINST ABSTAIN 1. Approval of the proxy card. Joint owners shouldnew Subadvisory Agreement by and among each sign personally. TrusteesFund, Virtus Investment Advisers, Inc. and Voya Investment Management Co. LLC. 2. To consider and vote upon such other fiduciaries should indicatematters, including adjournments, as may properly come before the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state hisMeeting or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATEany adjournments thereof.

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) Sarah E. Cogan

OO

      (02) Davey S. Scoon

OO

      (03) James A. Jacobson

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Convertible & Income Fund II 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 held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020. The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Convertible & Income Fund II – Common Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                          DATE

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: 🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) Deborah A. DeCotis

OO

      (02) Davey S. Scoon

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Preferred Shareholder of AllianzGI Convertible & Income Fund II 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 held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Convertible & Income Fund II – Preferred Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATE

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) Deborah A. DeCotis

OO

      (02) Davey S. Scoon

OO

      (03) James A. Jacobson

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Diversified Income & Convertible 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 held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Diversified Income & Convertible Fund – Common Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATE

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) F. Ford Drummond

OO

      (02) Thomas J. Fuccillo

OO

      (03) James S. MacLeod

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Preferred Shareholder of AllianzGI Diversified Income & Convertible 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 held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Diversified Income & Convertible Fund – Preferred Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATE

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: 🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) F. Ford Drummond

OO

      (02) Thomas J. Fuccillo

OO

      (03) James S. MacLeod

OO

      (04) James A. Jacobson

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Equity & 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 held on July 9, 2020 telephonically via conference call, at 11:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Equity & Convertible Income Fund – Common Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATE

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) Hans W. Kertess

OO

      (02) William B. Ogden, IV

OO

      (03) Alan Rappaport

OO

      (04) Davey S. Scoon

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Dividend, Interest & Premium Strategy 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 held on July 9, 2020 telephonically via conference call, at 1:30 p.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement.The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Dividend, Interest & Premium Strategy Fund – Common Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATE

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) Sarah E. Cogan

OO

      (02) F. Ford Drummond

OO

      (03) Alan Rappaport

OO

      (04) Davey S. Scoon

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Convertible & Income 2024 Target Term 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 held on July 9, 2020 telephonically via conference call, at 11:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Convertible & Income 2024 Target Term Fund – Common Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATE

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: 🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) Sarah E. Cogan

OO

      (02) Davey S. Scoon

OO

      (03) Deborah A. DeCotis

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


LOGO

YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT TO THE FUND AND TO YOU AS A FUND SHAREHOLDER. PLEASE TAKE THE TIME TO READ THE PROXY STATEMENT AND CAST YOUR PROXY VOTE TODAY!

LOGO

PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON JULY 9, 2020

KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Artificial Intelligence & Technology Opportunities 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 held on July 9, 2020 telephonically via conference call, at 1:30 p.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.

IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE 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 THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]


AllianzGI Artificial Intelligence & Technology Opportunities Fund – Common Shares

YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

LOGO
Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

SIGNATURE (AND TITLE IF APPLICABLE)             DATE

SIGNATURE (IF HELD JOINTLY)                              DATE

TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: 🌑

THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:

  PROPOSAL
FOR  WITHHOLD  
  A.Election of Trustees

      (01) Hans W. Kertess

OO

      (02) William B. Ogden, IV

OO

      (03) Alan Rappaport

OO

      (04) Davey S. Scoon

OO

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

[PROXY ID NUMBER HERE]

[BAR CODE HERE][CUSIP HERE]