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 CONVERTIBLE & INCOME FUND~~

~~ALLIANZGI CONVERTIBLE & INCOME FUND II~~

~~ALLIANZGI~~

VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND

~~ALLIANZGI~~

VIRTUS CONVERTIBLE & INCOME FUND

VIRTUS CONVERTIBLE & INCOME FUND II

VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND

~~ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND~~

~~ALLIANZGI~~

VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND

VIRTUS EQUITY & CONVERTIBLE INCOME FUND

VIRTUS GLOBAL MULTI-SECTOR INCOME FUND

VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND

VIRTUS TOTAL RETURN FUND INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if ~~Other Than~~other 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)	~~Aggregate number of securities to which transaction applies:~~
	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)	~~Filing Party:~~

☒

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~~

The members of the ~~accompanying Proxy Statement:~~

~~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~~

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

~~The~~ Board of ~~Trustees~~ZTR are directors, as that Fund is organized as a corporation; however, when referencing Board members generally throughout these proxy materials, we will refer to them as “trustees” unless the context is specific to ZTR.

To elect trustees of ~~each Fund~~AIO, as follows:

Elect Geraldine M. McNamara as a Class I trustee of AIO, by the AIO shareholders (“Proposal 1a”);

Elect R. Keith Walton as a Class I trustee of AIO, by the AIO shareholders (“Proposal 1b”);

Elect Brian T. Zino as a Class I trustee of AIO, by the AIO shareholders (“Proposal 1c”);

To elect trustees of CBH, as follows:

Elect George R. Aylward as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2a”);

Elect Sarah E. Cogan as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2b”);

Elect Deborah A. DeCotis as a Class III trustee of CBH, by the CBH shareholders (“Proposal 2c”);

To elect trustees of NCV, as follows:

Elect Geraldine M. McNamara as a Class I trustee of NCV, by the NCV shareholders (“Proposal 3a”);

Elect George R. Aylward as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3b”);

Elect Sarah E. Cogan as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3c”);

Elect R. Keith Walton as a Class II trustee of NCV, by the NCV shareholders (“Proposal 3d”);

To elect trustees of NCZ, as follows:

Elect George R. Aylward as a Class II trustee of NCZ, by the NCZ shareholders (“Proposal 4a”);

Elect Deborah A. DeCotis as a Class II trustee of NCZ, by the NCZ shareholders (“Proposal 4b”);

Elect Philip R. McLoughlin as a Class II trustee of NCZ, by the NCZ shareholders (“Proposal 4c”);

To elect trustees of ACV, as follows:

Elect Geraldine M. McNamara as a Class I trustee of ACV, by the ACV shareholders (“Proposal 5a”);

Elect George R. Aylward as a Class II trustee of ACV, by the ACV shareholders (“Proposal 5b”);

Elect F. Ford Drummond as a Class II trustee of ACV, by the ACV shareholders (“Proposal 5c”);

Elect R. Keith Walton as a Class II trustee of ACV, by the ACV shareholders (“Proposal 5d”);

To elect trustees of NFJ, as follows:

Elect Sarah E. Cogan as a Class III trustee of NFJ, by the NFJ shareholders (“Proposal 6a”);

Elect F. Ford Drummond as a Class III trustee of NFJ, by the NFJ shareholders (“Proposal 6b”);

Elect R. Keith Walton as a Class III trustee of NFJ, by the NFJ shareholders (“Proposal 6c”);

To elect trustees of NIE, as follows:

Elect Geraldine M. McNamara as a Class I trustee of NIE, by the NIE shareholders (“Proposal 7a”);

Elect R. Keith Walton as a Class I trustee of NIE, by the NIE shareholders (“Proposal 7b”);

Elect Brian T. Zino as a Class I trustee of NIE, by the NIE shareholders (“Proposal 7c”);

To elect trustees of VGI, as follows:

Elect Donald C. Burke as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8a”);

Elect Sarah E. Cogan as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8b”);

Elect Sidney E. Harris as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8c”);

Elect John R. Mallin as a Class II trustee of VGI, by the VGI shareholders (“Proposal 8d”);

To elect trustees of EDI, as follows:

Elect George R. Aylward as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9a”);

Elect Deborah A. DeCotis as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9b”);

Elect John R. Mallin as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9c”);

Elect R. Keith Walton as a Class I trustee of EDI, by the EDI shareholders (“Proposal 9d”);

10.

To elect directors of ZTR, as follows:

Elect Connie D. McDaniel as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10a”);

Elect Geraldine M. McNamara as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10b”);

Elect R. Keith Walton as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10c”);

Elect Brian T. Zino as a Class III director of ZTR, by the ZTR shareholders (“Proposal 10d”);

11.

To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof, by the AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDI and/or ZTR shareholders.

THE BOARD OF TRUSTEES (THE “BOARD”) OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” ELECTING EACH TRUSTEE NOMINEE.

The Board has fixed the close of business on ~~May 14, 2020~~March 31, 2023, as the record date for the determination of ~~Shareholders~~shareholders entitled to ~~receive~~ notice of, and to vote at, the ~~applicable Meeting or any adjournment(s) or postponement(s) thereof. The~~Annual Meeting. We urge you to mark, sign, date, and mail the enclosed proxy ~~is being solicited on behalf~~or proxies in the postage-paid envelope provided, or vote via the Internet or telephone, so you will be represented at the Annual Meeting.

By order of the Board, ~~of Trustees of each Fund.~~

Jennifer S. Fromm
Secretary

Virtus Artificial Intelligence & Technology Opportunities Fund
Virtus Convertible & Income 2024 Target Term Fund
Virtus Convertible & Income Fund
Virtus Convertible & Income Fund II
Virtus Diversified Income & Convertible Fund
Virtus Dividend, Interest & Premium Strategy Fund
Virtus Equity & Convertible Income Fund
Virtus Global Multi-Sector Income Fund
Virtus Stone Harbor Emerging Markets Total Income Fund
Virtus Total Return Fund Inc.

April 11, 2023

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

Instructions for signing proxy cards

The following general guidelines for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds of validating your vote if you fail to sign your proxy card(s) properly.

Individual accounts: Sign your name exactly as it appears in the registration on the proxy card.

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.

All other accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

		Registrations	Valid Signature
Corporate Accounts		(1) ABC Corp	(1) ABC Corp
	~~Angela Borreggine~~	(2) ABC Corp	(2) John Doe, Treasurer
	~~Secretary~~	(3) ABC Corp. c/o John Doe, Treasurer	(3) John Doe
		(4) ABC Corp. Profit Sharing Plan	(4) John Doe, Trustee
Partnership Accounts		(1) The XYZ partnership	(1) Jane B. Smith, Partner
Partnership Accounts		(2) Smith and Jones, limited partnership	(2) Jane B. Smith, General Partner
Trust Accounts		(1) ABC Trust	(1) John Doe, Trustee
Trust Accounts		(2) Jane B. Doe, Trustee u/t/d 12/28/78	(2) Jane B. Doe
Custodial or Estate Accounts		(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA	(1) John B. Smith
Custodial or Estate Accounts		(2) Estate of John B. Smith	(2) John B. Smith, Jr., Executor

~~New York, New York~~

~~June 4, 2020~~

~~AllianzGI U.S. is sensitive to~~

Instruction/Q&A Section

How can I attend the ~~health and travel concerns of the Funds’ Shareholders and the evolving recommendations from public health officials. Due to the difficulties arising from~~Annual Meeting?

~~COVID-19,~~A: ~~the~~

The Annual Meeting will be a completely virtual meeting of shareholders, which will be conducted ~~telephonically. Any Shareholder wishing~~exclusively by webcast. You are entitled to participate in the Annual Meeting ~~by means of remote communication can do so. If~~only if you were a ~~record holder~~shareholder of a Fund ~~shares~~ as of ~~May 14, 2020, pleasee-mail~~ ~~AST Fund Solutions, LLC (“AST”) at attendameeting@astfinancial.com no later than 3:00 p.m. Eastern Time~~the close of business on ~~Wednesday, July 8, 2020~~the Record Date, or if you hold a valid proxy for the Annual Meeting. No physical meeting will be held.

You will be able to ~~register. Please include~~attend the Annual Meeting online and submit your ~~Fund’s name~~questions during the meeting by visiting www.meetnow.global/MAV29SY. You also will be able to vote your shares online by attending the Annual Meeting by webcast.

To participate in the ~~subject line and provide~~Annual Meeting, you will need to log on using the control number from your ~~name and address~~proxy card or meeting notice. The control number can be found in the ~~body of the e-mail. AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.~~ shaded box.

If you ~~held Fund~~hold your shares through an intermediary, such as a ~~broker-dealer,~~bank or broker, you must register in advance using the instructions below.

The online meeting will begin promptly at 4:00 p.m. Eastern Time. We encourage you to access the meeting room virtually prior to the start time leaving ample time for the check in. Please follow the access instructions as outlined in this proxy statement.

How do I register to attend the Annual Meeting virtually on the Internet?

If you are a registered shareholder, you do not need to register to attend the Annual Meeting virtually on the Internet. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet.

To register to attend the Annual Meeting online by webcast you must submit proof of ~~May 14, 2020,~~your proxy power (legal proxy) reflecting your Fund holdings along with your name and ~~you want~~email address to ~~participate in~~Computershare at the ~~Meeting, please e-mail AST at attendameeting@astfinancial.com~~email address below. You must contact the bank or broker who holds your shares to obtain your legal proxy. Requests for registration must be labeled as “Legal Proxy” and be received no later than 3:5:00 p.m. Eastern Time on ~~Wednesday, July 8, 2020~~May 17, 2023.

You will receive a confirmation of your registration by email after we receive your legal proxy.

Requests for registration should be directed to 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 ~~the~~your legal proxy, ~~via e-mail~~ to ~~AST at attendameeting@astfinancial.com~~shareholdermeetings@computershare.com.

What if I have trouble accessing the Annual Meeting virtually?

The virtual meeting platform is fully supported across MS Edge, Firefox, Chrome and ~~put “Legal Proxy”~~Safari browsers and devices (desktops, laptops, tablets and cell phones) running the most up-to-date version of applicable software and plugins. Please note that Internet Explorer is no longer supported. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the ~~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 website~~access the meeting room virtually prior to the ~~Meeting.~~

~~It is important that your shares be represented at~~start time. A link on the ~~applicable Meeting, telephonically~~virtual meeting room page will provide further assistance should you need it or ~~by proxy, no matter how many shares~~ you ~~own. Please complete, date, sign and return the applicable enclosed proxy~~may call 1-888-724-2416 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.

1-781-575-2748.

PROXY ~~MATERIALS~~

STATEMENT
FOR ~~THE~~
JOINT ANNUAL ~~MEETINGS~~MEETING 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~~

MAY 22, 2023

This Proxy Statement is furnished in connection with the solicitation by ~~the Boards~~each Board of Trustees (the “Board”, or the “Trustees”) of ~~the Shareholders of each of AllianzGI~~Virtus Artificial Intelligence & Technology Opportunities Fund (“AIO”), ~~AllianzGI Convertible & Income Fund (“NCV”), AllianzGI Convertible & Income Fund II (“NCZ”), AllianzGI~~Virtus Convertible & Income 2024 Target Term Fund (“CBH”), ~~AllianzGI~~Virtus Convertible & Income Fund (“NCV”), Virtus Convertible & Income Fund II (“NCZ”), Virtus Diversified Income & Convertible Fund (“ACV”), ~~AllianzGI Equity & Convertible Income Fund (“NIE”) and AllianzGI~~Virtus Dividend, Interest & Premium Strategy Fund (“NFJ”) and Virtus Equity & Convertible Income Fund (“NIE”), each a Massachusetts business trust, Virtus Global Multi-Sector Income Fund (“VGI”), a Delaware statutory trust, Virtus Stone Harbor Emerging Markets Total Income Fund (“EDI”), a Massachusetts business trust, and Virtus Total Return Fund Inc. (“ZTR”), a Maryland corporation (each of AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDI and ZTR, a “Fund” and ~~collectively,~~together, the “Funds”), of proxies to be voted at the ~~joint~~Joint Annual ~~Meetings~~Meeting of Shareholders of the Funds ~~and any adjournment(s) or postponement(s) thereof.~~(the “Annual Meeting”) on May 22, 2023 at 4:00 p.m. Eastern Time. The ~~term “Meeting” is used throughout this joint Proxy Statement to refer to each of the joint~~ Annual ~~Meetings of Shareholders of NCV, NCZ and ACV, 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~~ Meeting will be held ~~telephonically via conference call, on Thursday, July 9, 2020, with the Meeting~~in a virtual meeting format only and will be conducted exclusively by webcast. You will be able to be

~~held at 10:00 A.M., Eastern Time, for NCV, NCZ~~attend 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 to~~ participate in the Annual Meeting online, vote your shares electronically and submit your questions by ~~means of remote communication can do so. If you were a record holder of Fund shares as of~~visiting: www.meetnow.global/MAV29SY on May ~~14, 2020, pleasee-mail~~ ~~AST Fund Solutions, LLC (“AST”)~~22, 2023 at ~~attendameeting@astfinancial.com no later than 3:~~4:00 p.m. Eastern Time ~~on Wednesday, July 8, 2020 to register. Please include your Fund’s name~~and entering the control number found in the ~~subject line and provide~~shaded box of your ~~name and address in~~proxy card. You will not be able to attend the ~~body of the e-mail. AST will then e-mail~~meeting physically.

This document gives you the ~~conference call dial-in~~ information ~~and instructions for voting during the Meeting. If~~ you held Fund shares through an intermediary, such as a broker-dealer, as of May 14, 2020, and you want to participate in the Meeting, please e-mail AST at attendameeting@astfinancial.com no later than 3:00 p.m. Eastern Time on Wednesday, July 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 Annual Meeting ~~you must~~of Shareholders (“Notice of Annual Meeting”). This Proxy Statement, the Notice of Annual Meeting, and the proxy card are first ~~obtain a legal proxy from your intermediary reflecting your Fund’s name(s), the number~~being mailed to shareholders on or about April 17, 2023.

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-mail~~Proposals 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.~~

~~Each~~be Voted Upon

Proposal		Shareholders Entitled to Vote
1a	Elect Geraldine M. McNamara as a Class I trustee of AIO	AIO shareholders
1b	Elect R. Keith Walton as a Class I trustee of AIO	AIO shareholders
1c	Elect Brian T. Zino as a Class I trustee of AIO	AIO shareholders
2a	Elect George R. Aylward as a Class III trustee of CBH	CBH shareholders
2b	Elect Sarah E. Cogan as a Class III trustee of CBH	CBH shareholders
2c	Elect Deborah A. DeCotis as a Class III trustee of CBH	CBH shareholders

Proposal		Shareholders Entitled to Vote
3a	Elect Geraldine M. McNamara as a Class I trustee of NCV	NCV shareholders
3b	Elect George R. Aylward as a Class II trustee of NCV	NCV shareholders
3c	Elect Sarah E. Cogan as a Class II trustee of NCV	NCV shareholders
3d	Elect R. Keith Walton as a Class II trustee of NCV	NCV shareholders
4a	Elect George R. Aylward as a Class II trustee of NCZ	NCZ shareholders
4b	Elect Deborah A. DeCotis as a Class II trustee of NCZ	NCZ shareholders
4c	Elect Philip R. McLoughlin as a Class II trustee of NCZ	NCZ shareholders
5a	Elect Geraldine M. McNamara as a Class I trustee of ACV	ACV shareholders
5b	Elect George R. Aylward as a Class II trustee of ACV	ACV shareholders
5c	Elect F. Ford Drummond as a Class II trustee of ACV	ACV shareholders
5d	Elect R. Keith Walton as a Class II trustee of ACV	ACV shareholders
6a	Elect Sarah E. Cogan as a Class III trustee of NFJ	NFJ shareholders
6b	Elect F. Ford Drummond as a Class III trustee of NFJ	NFJ shareholders
6c	Elect R. Keith Walton as a Class III trustee of NFJ	NFJ shareholders
7a	Elect Geraldine M. McNamara as a Class I trustee of NIE	NIE shareholders
7b	Elect R. Keith Walton as a Class I trustee of NIE	NIE shareholders
7c	Elect Brian T. Zino as a Class I trustee of NIE	NIE shareholders
8a	Elect Donald C. Burke as a Class II trustee of VGI	VGI shareholders
8b	Elect Sarah E. Cogan as a Class II trustee of VGI	VGI shareholders
8c	Elect Sidney E. Harris as a Class II trustee of VGI	VGI shareholders
8d	Elect John R. Mallin as a Class II trustee of VGI	VGI shareholders
9a	Elect George R. Aylward as a Class I trustee of EDI	EDI shareholders
9b	Elect Deborah A. DeCotis as a Class I trustee of EDI	EDI shareholders
9c	Elect John R. Mallin as a Class I trustee of EDI	EDI shareholders
9d	Elect R. Keith Walton as a Class I trustee of EDI	EDI shareholders
10a	Elect Connie D. McDaniel as a Class III director of ZTR	ZTR shareholders
10b	Elect Geraldine M. McNamara as a Class III director of ZTR	ZTR shareholders
10c	Elect R. Keith Walton as a Class III director of ZTR	ZTR shareholders
10d	Elect Brian T. Zino as a Class III director of ZTR	ZTR shareholders
2	Transact such additional business as properly comes before the Annual Meeting	AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI, EDI and/or ZTR shareholders

The Annual Meeting is scheduled as a joint meeting of the ~~holders of all shares~~respective 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~~, because all ten such funds are in the same family of funds and the Shareholders of each such Fund are expected to consider and vote on similar matters. ~~The~~ Shareholders of each such Fund will vote separately on each of the proposals relating to their respective Fund, and an unfavorable vote on a proposal by the Shareholders of one such Fund will not affect the outcome of the proposals of the other Funds. The Board has determined that the use of a joint proxy statement for the Annual Meeting is in the best interest of the shareholders of each Fund.

All properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked on the ~~applicable proposal set forth herein (the “Proposal”~~proxy card. Unless instructions to the contrary are marked on the proxy card, proxies submitted by holders of each respective Fund’s shares of beneficial interest (“Shares”) ~~and~~will be voted “FOR” Proposals 1a through 10d, as appropriate. The persons named as proxy holders on the proxy card will vote in their discretion on any other matters that may properly come before the Annual Meeting. Any shareholder executing a proxy has the power to revoke it prior to its exercise by submission of a properly executed, subsequently dated proxy, by voting in person (virtually), or by written notice to the Secretary of the Funds (addressed in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668). However, virtual attendance at the Annual Meeting, by itself, will not revoke a previously submitted proxy. Unless the proxy is revoked, the Shares represented thereby will be ~~presented for~~voted in accordance with specifications therein.

~~The Board of each Fund has fixed the close of business~~visiting: www.meetnow.global/MAV29SY on May ~~14, 2020~~22, 2023 at 4:00 p.m. Eastern Time and entering the control number found in the shaded box of your proxy card.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on May 17, 2023.

You will receive a confirmation of your registration by email after we receive your registration materials.

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

The online meeting will begin promptly at 4:00 p.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement.

The record date ~~(the “Record Date”)~~ for ~~the determination of Shareholders of each Fund~~determining shareholders entitled to notice of, and to vote at, the ~~applicable Meeting. The Shareholders~~Annual Meeting and at any adjournment or postponement thereof has been fixed at the close of business on March 31, 2023 (the “Record Date”), and each ~~Fund on the Record Date will be~~shareholder of record at that time is entitled to cast one vote ~~per share on~~for each ~~matter to which they are entitled to vote and that is to be voted on by Shareholders of the Fund, and a~~Share (or fractional vote ~~with respect to~~for each fractional ~~shares,~~Share) registered in his or her name, with no cumulative voting rights in the election of Trustees, except as otherwise described in the following paragraph.

~~At the Meeting,~~

With respect to 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

Preferred Shares, the “Shares”), including the election of Preferred Shares Trustees, each Preferred Share will entitle its holder to one vote for every $25.00 in liquidation preference represented by such Preferred Share (and any fraction of $25.00 shall be entitled to a proportionate fractional vote). For ACV, Preferred Shares will entitle their holders to one vote per share in the election of the Preferred Shares Trustees. On each other proposal to be brought before the 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~~the Funds will have equal voting rights (i.e., one vote per Share) with the applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class. As of the Record Date, NCV and NCZ each had outstanding series of ~~auction rate preferred shares (“Auction Rate Preferred Shares”) with liquidation preference of $25,000 per share and~~ cumulative preferred shares (“Cumulative Preferred Shares”) with liquidation preference of $25.00 per share and ACV had outstanding series of mandatory redeemable preferred shares (“MRP Shares”) with liquidation preference of $25.00 per share.

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

   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 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).

^(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).

	Outstanding Common Shares		Outstanding Preferred Shares
AIO		34,340,972		N/A
CBH		18,263,597		N/A
NCV		90,373,569		4,000,000
NCZ		76,115,749		4,360,000
ACV		10,365,167		1,200,000
NFJ		94,801,581		N/A
NIE		27,708,965		N/A
VGI		11,313,093.602		N/A
EDI		10,004,930.605		N/A
ZTR		68,578,328		N/A

The classes of Shares listed for each Fund in the table above are the only classes of Shares currently authorized by that Fund.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON
MAY 22, 2023:

The ~~table below summarizes~~Proxy Statement for the Annual Meeting is also available at https://www.proxy-direct.com/vir-33238. Each Fund will furnish, without charge, a copy of its respective annual report for the fiscal year ended November 30, 2022 (VGI, EDI and ZTR) or January 31, 2023 (AIO, CBH, NCV, NCZ, ACV, NFJ and NIE), to any Fund shareholder upon request. To request a copy, please call 1-866-270-7788 or write to the Funds’ Secretary in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668.

1. ELECTION OF TRUSTEES

Background

The Board is responsible for the general oversight of each Fund’s operations. The Board, in turn, elects the officers of the Fund who are responsible for administering the Fund’s day-to-day affairs. Among other things, the Board generally oversees the management of each Fund and reviews and approves the Fund’s advisory and subadvisory contracts and other principal contracts. Trustees of each Fund are divided into three classes, and are elected to serve three-year staggered terms. Each year, the term of office of one class of Trustees expires.

Effect of the Approval of Proposals 1a Through 10d

If each of Proposals 1a through 10d is approved, the respective Trustee nominee (each a “Trustee Nominee” and together, the ~~Shareholders~~“Trustee Nominees”) would be elected as a Trustee effective as of the Annual Meeting. Each would begin to serve or continue to serve on the Board as the respective Class I, Class II or Class III Trustee, as applicable, for an additional term of two to three years, depending upon the expiration date of the term of the respective class, and until his or her successor has been duly elected and qualified.

Election of AIO Trustees (Proposals 1a Through 1c)

At the meeting, holders of AIO Common Shares are entitled to ~~vote thereon.~~

~~NCV:~~

~~The~~elect three trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of AIO Common Shares is necessary to elect those trustees, provided a quorum is present.

Election of CBH Trustees (Proposals 2a Through 2c)

At the meeting, holders of CBH Common Shares are entitled to elect three trustees for a term ending in 2026, in each case to serve until the annual

meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of CBH Common Shares is necessary to elect those trustees, provided a quorum is present.

Election of NCV Trustees (Proposals 3a Through 3d)

At the meeting, holders of NCV Common and Preferred ~~Shareholders~~Shares, voting as a single class, are entitled to elect one trustee for a term ending in 2025 and three trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of NCV Common and Preferred Shares is necessary to elect those trustees, provided a quorum is present.

Election of NCZ Trustees (Proposals 4a Through 4c)

At the meeting, holders of NCZ Common and Preferred Shares, voting as a single class, are entitled to elect three trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of NCZ Common and Preferred Shares is necessary to elect those trustees, provided a quorum is present.

Election of ACV Trustees (Proposals 5a Through 5d)

At the meeting, holders of ACV Common and Preferred Shares, voting as a single class, are entitled to elect one trustee for a term ending in 2025 and three trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of ACV Common and Preferred Shares is necessary to elect those trustees, provided a quorum is present.

Election of NFJ Trustees (Proposals 6a Through 6c)

At the meeting, holders of NFJ Common Shares are entitled to elect three trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of NFJ Common Shares is necessary to elect those trustees, provided a quorum is present.

Election of NIE Trustees (Proposals 7a Through 7c)

At the meeting, holders of NIE Common Shares are entitled to elect three trustees for a term ending in 2026, in each case to serve until the annual

meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of NIE Common Shares is necessary to elect those trustees, provided a quorum is present.

Election of VGI Trustees (Proposals 8a Through 8d)

At the meeting, holders of VGI Common Shares are entitled to elect four trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A majority of votes cast at the meeting by the holders of VGI Common Shares is necessary to elect those trustees, provided a quorum is present.

Election of EDI Trustees (Proposals 9a Through 9d)

At the meeting, holders of EDI Common Shares are entitled to elect four trustees for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of EDI Common Shares is necessary to elect those trustees, provided a quorum is present.

Election of ZTR Directors (Proposals 10a Through 10d)

At the meeting, holders of ZTR Common Shares are entitled to elect four directors for a term ending in 2026, in each case to serve until the annual meeting of shareholders in that year and until their respective successors are duly elected and qualified. A plurality of votes cast at the meeting by the holders of ZTR Common Shares is necessary to elect those directors, provided a quorum is present.

ADDITIONAL INFORMATION ABOUT PROPOSALS 1a THROUGH 10d

The holders of each of NCV’s, NCZ’s and ACV’s Preferred Shares will have equal voting rights (i.e., one vote per Share) with the applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class with respect to Proposals 3a through 5d, as applicable. The holders of each of AIO’s, CBH’s, NFJ’s, NIE’s, VGI’s, EDI’s and ZTR’s Shares will have equal voting rights (i.e., one vote per Share) and will vote together as a single class ~~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.~~

~~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~~	✓	✓


~~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.~~

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 indicated for the election of Trustees listed in the attached Notice, your proxy will be voted in favor of the election of all nominees. At any time before it has been voted, your proxy may be revoked in one of the following ways: (i) by delivering a signed, written letter of revocation to the Secretary of the appropriate Fund at 1633 Broadway, New York, New York 10019, (ii) by properly executing and submitting a later-dated proxy vote or (iii) by 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 a Fund will be borne individually by each Fund. Certain officers of the Funds and certain officers and employees of the Manager or its affiliates (none of whom will receive additional compensation therefor) may solicit proxies by telephone, mail,~~e-mail~~ ~~and personal interviews. Anyout-of-pocket~~ ~~expenses incurred in connection with the solicitation will be borne by each Fund based on its relative net assets.~~

Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more Shareholders share that address. Additional copies of the Proxy Statement will be delivered promptly upon request. Requests may be sent to the Secretary of the Fund, c/o Allianz Global Investors U.S. LLC, 1633 Broadway, New York, New York 10019, or by calling~~1-877-361-7971~~ ~~on any business day.~~

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~~	~~NCV~~	~~62.30% of Preferred Shares~~¹

~~UBS Group AG~~ ~~Bahnhofstrasse 45~~ ~~PO BoxCH-8021~~ ~~Zurich, Switzerland~~	~~NCZ~~	~~51.89% of Preferred Shares~~¹

~~First Trust Portfolios L.P.~~ ~~First Trust Advisors L.P.~~ ~~The Charger Corporation~~ ~~120 East Liberty Drive, Suite 400~~ ~~Wheaton, Illinois 60187~~	~~ACV~~	~~9.24% 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~~	~~NIE~~	~~10.21% of Common Shares~~

~~Metropolitan Life Insurance Co/NY~~ ~~One MetLife Way~~ ~~Whippany, NJ 07981~~	~~ACV~~	~~100% of Preferred Shares~~

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.

~~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, 2021Proposals 1a through ~~February 28, 2022);~~2c 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, 20226a 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 for~~re-election~~ ~~by the Common and Preferred Shareholders, voting~~10d, 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

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 for~~re-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 for~~re-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 for~~re-election~~

~~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 for~~re-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 for~~re-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~~

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 II~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~James A. Jacobson~~		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Davey S. Scoon~~		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~

~~NCZ~~
~~Deborah A. DeCotis~~		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~James A. Jacobson~~		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Davey S. Scoon~~		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~

~~ACV~~
~~F. Ford Drummond~~		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~James A. Jacobson~~		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~James S. MacLeod~~		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Thomas J. Fuccillo~~⁽²⁾		~~Class II~~	~~Annual Meeting of the 2023-2024 fiscal year~~

~~NIE~~
~~Hans W. Kertess~~		~~Class I~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~William B. Ogden, IV~~		~~Class I~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Alan Rappaport~~		~~Class I~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Davey S. Scoon~~		~~Class I~~	~~Annual Meeting of the 2023-2024 fiscal year~~

~~NFJ~~
~~Sarah E. Cogan~~		~~Class III~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~F. Ford Drummond~~		~~Class III~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Alan Rappaport~~		~~Class III~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Davey S. Scoon~~		~~Class III~~	~~Annual Meeting of the 2023-2024 fiscal year~~

~~CBH~~
~~Sarah E. Cogan~~		~~Class III~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Deborah A. DeCotis~~		~~Class III~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Erick R. Holt~~⁽²⁾		~~Class III~~	~~Annual Meeting of the 2023-2024 fiscal year~~


~~Trustee/Nominee~~	~~Class~~	~~Expiration of Term if Elected~~⁽¹⁾
~~AIO~~
~~Hans W. Kertess~~	~~Class I~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~William B. Ogden, IV~~	~~Class I~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Alan Rappaport~~	~~Class I~~	~~Annual Meeting of the 2023-2024 fiscal year~~
~~Davey S. Scoon~~	~~Class I~~	~~Annual 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.

applicable.

Unless authority is withheld, it is the intention of the persons named in the ~~enclosed~~ proxy ~~for a Fund~~ to vote ~~each~~the proxy ~~for~~“FOR” the ~~persons listed above for that Fund. Each~~election 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,~~Trustee Nominee described in Proposals 1a through 10d.

Background and additional information concerning 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).~~

current Trustees and ~~Officers~~

the Trustee nominees is set forth in the tables that follow. The ~~business of each Fund~~“Interested” Trustee is ~~managed under the direction of the Fund’s Board of Trustees. Subject to the provisions of each Fund’s Declaration, its Bylaws and applicable state law, the~~indicated by an asterisk (*). Independent Trustees ~~have all powers necessary and convenient to carry out this responsibility, including the election and removal of the Fund’s officers.~~

~~Board Leadership Structure~~~~— Assuming the nominees~~ are ~~elected as proposed, the Board of Trustees will consist of eleven Trustees, nine of whom~~those who are not “interested persons” ~~(within the meaning of~~(as defined in Section 2(a)(19) of the Investment Company Act of 1940, ~~Act)~~as amended (the “1940 Act”)) of (i) the applicable Fund, (ii) the Fund’s applicable investment adviser (Virtus Investment Advisers, Inc. or Virtus Alternative Investment Advisers, Inc., each an “Adviser” and together the “Advisers”) or applicable subadviser(s) (Newfleet Asset Management (“Newfleet”)1 or Stone Harbor Investment Partners (“Stone Harbor”)2, each an operating division of Virtus Fixed Income Advisers, LLC (“VFIA”), Duff & Phelps Investment Management Co. (“Duff & Phelps”), NFJ Investment Group, LLC

Prior to July 1, 2022, Newfleet Asset Management, LLC served as a subadviser to VGI and ZTR. Effective July 1, 2022, Newfleet Asset Management, LLC merged with and into Virtus Fixed Income Advisers, LLC. The personnel formerly of Newfleet Asset Management, LLC now operate within the Newfleet Asset Management division of Virtus Fixed Income Advisers, LLC, and the subadvisory agreements for VGI and ZTR were transferred to Virtus Fixed Income Advisers, LLC, as of July 1, 2022, which did not constitute an “assignment” of the subadvisory agreement as defined in the 1940 Act.

Stone Harbor Investment Partners LP served as the investment adviser to EDI until December 31, 2021. Stone Harbor Investment Partners LP was converted to a limited liability company called Stone Harbor Investment Partners LLC, and became an affiliated manager of Virtus Investment Partners, Inc. (“Virtus”), on January 1, 2022. Stone Harbor Investment Partners LLC served as the investment adviser to EDI from January 1, 2022, until April 10, 2022. Effective April 11, 2022, following shareholder approval of new investment advisory agreements, Virtus Alternative Investment Advisers, Inc., an indirect, wholly owned subsidiary of Virtus, became EDI’s investment adviser and Stone Harbor Investment Partners LLC became EDI’s subadviser. Effective July 1, 2022, Stone Harbor Investment Partners LLC merged with and into Virtus Fixed Income Advisers, LLC. The personnel formerly of Stone Harbor Investment Partners LLC now operate within the Stone Harbor Investment Partners division of Virtus Fixed Income Advisers, LLC, and the subadvisory agreement for EDI was transferred to Virtus Fixed Income Advisers, LLC, as of July 1, 2022, which did not constitute an “assignment” of the subadvisory agreement as defined in the 1940 Act.

(“NFJ Group”) and/or Voya Investment Management Co. LLC (“Voya”)3, each a “Subadviser” and together the “Subadvisers”), or (iii) a principal underwriter of the Fund, orand who satisfy the requirements contained in the definition of “independent” as defined in the ~~Manager~~1940 Act (the “Independent Trustees”)~~, which would mean more than 81% of Board members are Independent Trustees. An Independent~~ .

INFORMATION ABOUT THE TRUSTEE NOMINEES, CONTINUING TRUSTEES,
AND ADVISORY BOARD MEMBERS

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)	Term of Office and Length of Time Served(3)	Principal Occupation(s) During Past Five Years	Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
Independent Trustees and Advisory Board Members(4)
Burke, Donald C. YOB: 1960 Portfolios Overseen: 99	Class II Trustee of VGI since 2020, nominee for term expiring 2026 Class II Trustee of EDI since 2022, term expires at the 2024 Annual Meeting Class I Director of ZTR since 2020, term expires at the 2024 Annual Meeting	Private investor (since 2009). Formerly, President and Chief Executive Officer, BlackRock U.S. Funds (2007 to 2009); Managing Director, BlackRock, Inc. (2006 to 2009); and Managing Director, Merrill Lynch Investment Managers (1990 to 2006).	Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016), Virtus Mutual Fund Family (57 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus

Effective July 25, 2022, Voya 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 timesubadviser to ~~time.~~

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 andAIO, CBH, NCV, NCZ, ACV, NFJ and ~~elected by the Shareholders of AIO, Mr. Rappaport will continue~~NIE. Prior to ~~serve~~July 25, 2022, Allianz Global Investors U.S. LLC served 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~~subadviser 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 place~~in-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 the~~day-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 is~~re-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

Funds.

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 and~~as-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 an annual report on the application of the Compliance Policies. The Board periodically discusses relevant risks affecting the Funds with the CCO at these meetings. The Board has approved the Compliance Policies and reviews the CCO’s reports. Further, the Board annually reviews the sufficiency of the Compliance Policies, as well as the appointment and compensation of the CCO.

The Board recognizes that the reports it receives concerning risk management matters are, by their nature, typically summaries of the relevant information. Moreover, the Board recognizes that not all risks that may affect the Funds can be identified in advance; that it may not be practical or cost-effective to eliminate or mitigate certain risks; that it may be necessary to bear certain risks (such as investment-related risks) in seeking to achieve the Funds’ investment objectives; and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. As a result of the foregoing and for other reasons, the Board’s risk management oversight is subject to substantial limitations.

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

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, Year of
Birth and Number
of Portfolios in
Funds Complex
Overseen by
Trustee(1)(2)

Name, Address*

~~and Year~~

~~of Birth~~

~~Position(s)~~

~~Held with~~

~~Trust~~

Term of Office

and
Length of

Time
Served

(3)

Principal

Occupation(s)

During Past Five
Years

Other Directorships/
Trusteeships Held by
Trustee During the Past 5
Five Years

~~Number of~~

~~Portfolios~~

~~in Fund~~

~~Complex~~

~~Overseen by~~

~~Trustee~~

~~Other~~

~~Directorships~~

~~Held by~~

~~Trustee~~

~~During the~~

~~Past 5 Years~~

Alternative Solutions Trust (2 portfolios); Director (since 2014) closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director, Avista Corp. (energy company) (since 2011); Trustee, Goldman Sachs Fund Complex (2010 to 2014); and Director, BlackRock Luxembourg and Cayman Funds (2006 to 2010).

Cogan, Sarah E. ~~Cogan~~

YOB: 1956

~~NCV —~~
Portfolios
Overseen: 103

Class III Trustee of AIO since 2019, term expires at the 2025 Annual Meeting

Class III Trustee of CBH since 2019, nominee for term expiring 2026

Class II

~~NCZ —~~ Trustee of NCV since 2019, nominee for term expiring 2026

Class I

~~ACV —~~ Trustee of NCZ since 2019, term expires at the 2025 Annual Meeting

Class III

~~NIE —~~ Trustee of ACV since 2019, term expires at the 2024 Annual Meeting

Class III

Trustee of NFJ — since 2019, nominee for term expiring 2026

Class III

~~CBH —~~ Trustee of NIE since 2019, term expires at the 2025 Annual Meeting

Class ~~III~~

~~AIO — Class III~~

II Trustee of VGI

~~Trustee~~

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

~~AIO — October 2019~~

Retired Partner, Simpson Thacher & Bartlett LLP (“STB”) (law firm) ~~(“STB”); Formerly, Partner, STB (1989-2018)~~(since 2019); Director, Girl Scouts of Greater New York (since 2016); ~~and~~ Trustee, Natural Resources Defense Council, Inc. (since 2013); and formerly, Partner, STB (1989 to 2018).

Trustee (since 2022) and Advisory Board Member (2021 to 2022), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (57 portfolios) and Virtus Variable Insurance Trust (8 portfolios); Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios) and Virtus Global Multi-Sector Income Fund; Advisory Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2021), Virtus Total Return Fund Inc.; Trustee

~~None.~~

Name, Year of
Birth and Number
of Portfolios in
Funds Complex
Overseen by
Trustee(1)(2)

Term of Office and
Length of Time
Served(3)

Principal
Occupation(s)
During Past Five
Years

Other Directorships/
Trusteeships Held by
Trustee During the Past
Five Years

since 2021, nominee for term expiring 2026

Class II Trustee of EDI since 2022, term expires at the 2024 Annual Meeting

Class I Director of ZTR since 2021, term expires at the 2024 Annual Meeting

(since 2019), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2019), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; and Trustee (since 2019), PIMCO Closed-End Funds(5) (26 portfolios).

DeCotis, Deborah A.

~~DeCotis~~

YOB: 1952

~~NCV —~~
Portfolios
Overseen: 103

Class III

~~NCZ —~~ Trustee of AIO since 2019, term expires at the 2025 Annual Meeting

Class III Trustee of CBH since 2017, nominee for term expiring 2026

Class III Trustee of NCV since 2011, term expires at the 2024 Annual Meeting

Class II

~~ACV —~~ Trustee of NCZ since 2011, nominee for term expiring 2026

Class III

~~NIE — Class III~~

~~NFJ —~~ Trustee of ACV since 2015, term expires at the 2024 Annual Meeting

Class II

~~CBH — Class III~~

~~AIO — Class III~~

Trustee of NFJ

~~Trustee~~

~~NCV, NCZ, NIE & NFJ — March 2011~~

~~ACV — April 2015~~

~~CBH — May 2017~~

~~AIO — October 2019~~

Director, Cadre Holdings Inc. (since 2022); Advisory Director, Morgan Stanley & Co., Inc. (since 1996); Member, Circle Financial Group (since 2009); Member, Council on Foreign Relations (since 2013); and Trustee, Smith College (since 2017)~~; and~~. Formerly, Director, Watford Re ~~(Since 2017). Formerly,~~(2017 to 2021); Co-Chair Special Projects

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)	Term of Office and Length of Time Served(3)	Principal Occupation(s) During Past Five Years		Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
	since 2011, term expires at the 2025 Annual Meeting Class III Trustee of NIE since 2011, term expires at the 2025 Annual Meeting Class I Trustee of VGI since 2021, term expires at the 2025 Annual Meeting Class I Trustee of EDI since 2022, nominee for term expiring 2026 Class I Director of ZTR since 2021, term expires at the 2024 Annual Meeting	Committee, Memorial Sloan Kettering ~~(2005-2015)~~(2005 to 2015); and Trustee, Stanford University ~~(2010-2015)~~(2010 to 2015).		Fund; Advisory Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2021), Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus Artificial Intelligence & Technology Opportunities Fund; Trustee (since 2017), Virtus Convertible & Income 2024 Target Term Fund; Trustee (since 2015), Virtus Diversified Income & Convertible Fund; Trustee (since 2014), Virtus Investment Trust (13 portfolios); Trustee (since 2011), Virtus Strategy Trust (8 portfolios); Trustee (since 2011), Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; and Trustee (since 2011), PIMCO Closed-End Funds(5) (26 portfolios).
Drummond, F. Ford YOB: 1962 Portfolios Overseen: 103	Class II Trustee of AIO since 2019, term expires at the 2024 Annual Meeting Class II Trustee of CBH since 2017, term expires at the 2025 Annual Meeting Class III Trustee of NCV	President (since 1998), F.G. Drummond Ranches, Inc.; and ~~Principal, LaLoop LLC, a retail accessories company (1999-2014).~~Director (since 2015), Texas and Southwestern Cattle Raisers Association. Formerly,	89	Trustee (since 2022) and Advisory Board Member (2021 to 2022), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (57 portfolios), and Virtus Variable Insurance Trust (8 portfolios); Trustee (since 2022), Virtus Stone Harbor	~~None.~~

Name, Year of
Birth and Number
of Portfolios in
Funds Complex
Overseen by
Trustee(1)(2)

Name, Address*

~~and Year~~

~~of Birth~~

~~Position(s)~~

~~Held with~~

~~Trust~~

Term of Office

and
Length of

Time
Served

(3)

Principal

Occupation(s)

During Past Five
Years

Other Directorships/
Trusteeships Held by
Trustee During the Past 5
Five 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 —~~

since 2015, term expires at the 2024 Annual Meeting

Class III

Trustee of NCZ — since 2015, term expires at the 2024 Annual Meeting

Class II Trustee of ACV since 2015, nominee for term expiring 2026

Class III

~~ACV —~~ Trustee of NFJ since 2015, nominee for term expiring 2026

Class II

Trustee of NIE — since 2015, term expires at the 2024 Annual Meeting

Class III Trustee of VGI since 2021, term expires at the 2024 Annual Meeting

Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting

Class II

~~NFJ — Class III~~

~~CBH — Class II~~

~~AIO — Class II~~

Director of ZTR since 2021, term expires at the 2025 Annual Meeting

~~Trustee~~

~~NCV, NCZ, NIE & NFJ — June 2015~~

~~ACV — April 2015~~

~~CBH — May 2017~~

~~AIO — October 2019~~

~~Owner/Operator, Drummond Ranch; and~~Chairman, Oklahoma Nature Conservancy (2019 to 2020); Board Member (2006 to 2020) and Chairman (2016 to 2018), Oklahoma Water Resources ~~Board. Formerly,~~Board; Trustee (since 2014), Frank Phillips Foundation; Director (1998 to 2008), The Cleveland Bank; and General Counsel~~BMI-Health~~ (1998 to 2008), BMIHealth Plans (benefits administration);.

Emerging Markets Income Fund and ~~Chairman, Oklahoma Water Resources Board.~~

~~Director, 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.~~Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since ~~2002)~~2021), The Merger Fund®, The Merger Fund® VL, and ~~Chairman of Investment Committee (since 2007), Ronald McDonald House of New York; and Trustee, New Jersey City University (since 2014).~~

~~Formerly, 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).~~

~~None.~~


Name, Address* ~~and Year~~ ~~of Birth~~	~~Position(s)~~ ~~Held with~~ Virtus Event Opportunities 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)~~ (2 portfolios); 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).	61	~~Non-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.~~	89	~~None.~~

~~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).~~	89	~~None.~~

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).~~

~~Director, 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.

~~None~~

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 (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2021), Virtus Global ~~Chief Risk Officer, General Counsel and Chief Compliance Officer (2006 – April 2018) of Allianz Asset Management GmbH.~~

~~None~~

*	~~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)~~Multi-Sector Income Fund; Director (since 2021),Virtus Total Return Fund Inc.; Trustee (since 2019), ~~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~~

~~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~~Virtus Artificial Intelligence & Technology Opportunities Fund; Trustee (since 2017), Virtus Convertible & Income 2024 Target Term Fund; Trustee (since 2015), Virtus Convertible & Income Fund,	~~$1-$10,000~~
~~AllianzGI~~ Virtus Convertible & Income Fund II,	~~$1-$10,000~~
~~AllianzGI Equity~~ Virtus Diversified Income & Convertible ~~Income~~ Fund,	~~$10,001-$50,000~~
~~AllianzGI~~ Virtus Dividend, Interest & Premium Strategy Fund and Virtus Equity & Convertible Income Fund; Trustee (since 2014), Virtus Strategy Trust (8 portfolios); Director (since 2011), Bancfirst Corporation; and Trustee (since 2006), Virtus Investment Trust (13 portfolios).

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)	~~$1-$10,000~~		Term of Office and Length of Time Served(3)			Principal Occupation(s) During Past Five Years			Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
~~AllianzGI~~Harris, Sidney E. YOB: 1949 Portfolios Overseen: 96			Class II Trustee of VGI since 2020, nominee for term expiring 2026 Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting Class I Director of ZTR since 2020, term expires at the 2024 Annual Meeting			Private Investor (since 2021); Dean Emeritus (since 2015), Professor (2015 to 2021 and 1997 to 2014), and Dean (1997 to 2004), J. Mack Robinson College of Business, Georgia State University.			Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2019), Mutual Fund Directors Forum; Trustee (since 2017), Virtus Mutual Fund Family (57 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions Trust (2 portfolios); Trustee (2013 to 2020) and Honorary Trustee (since 2020), KIPP Metro Atlanta; Director (1999 to 2019), Total System Services, Inc.; Trustee (2004 to 2017), RidgeWorth Funds; Chairman (2012 to 2017), International University of the Grand Bassam Foundation; Trustee (since

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)	Term of Office and Length of Time Served(3)	Principal Occupation(s) During Past Five Years	Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
			2012), International University of the Grand Bassam Foundation; and Trustee (2011 to 2015), Genspring Family Offices, LLC.
Mallin, John R. YOB: 1950 Portfolios Overseen: 96	Class II Trustee of VGI since 2020, nominee for term expiring 2026 Class I Trustee of EDI since 2022, nominee for term expiring 2026 Class II Director of ZTR since 2020, term expires at the 2025 Annual Meeting	Partner/Attorney (since 2003), McCarter & English LLP (law firm) Real Property Practice Group; and Member (2014 to 2022), Counselors of Real Estate.	Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016), Virtus Mutual Fund Family (57 portfolios) and Virtus Alternative Solutions Trust (2 portfolios); Director (since 2019), 1892 Club, Inc. (non-profit); Director (2013 to 2020), Horizons, Inc. (non-profit); and Trustee (since 1999), Virtus Variable Insurance Trust (8 portfolios).

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)			Term of Office and Length of Time Served(3)			Principal Occupation(s) During Past Five Years			Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
McDaniel, Connie D. YOB: 1958 Portfolios Overseen: 96			Class III Trustee of VGI since 2020, term expires at the 2024 Annual Meeting Class II Trustee of EDI since 2022, term expires at the 2024 Annual Meeting Class III Director of ZTR since 2020, nominee for term expiring 2026			Retired (since 2013). Vice President, Chief of Internal Audit, Corporate Audit Department (2009 to 2013); Vice President Global Finance Transformation (2007 to 2009); and Vice President and Controller (1999 to 2007), The Coca-Cola Company.			Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Director (since 2019), Global Payments Inc.; Chairperson (since 2021), Governance & Nominating Committee, Global Payments Inc; Trustee (since 2017), Virtus Mutual Fund Family (57 portfolios), Virtus Variable Insurance Trust (8 portfolios), and Virtus Alternative Solutions Trust (2 portfolios); Director (since 2021), North Florida Land Trust; Director (2014 to 2019), Total System Services, Inc.; Member (2011 to 2022) and Chair (2014 to 2016), Georgia State University, Robinson College of Business Board

Name, Year of
Birth and Number
of Portfolios in
Funds Complex
Overseen by
Trustee(1)(2)

Term of Office and
Length of Time
Served(3)

Principal
Occupation(s)
During Past Five
Years

Other Directorships/
Trusteeships Held by
Trustee During the Past
Five Years

of Advisors; and Trustee (2005 to 2017), RidgeWorth Funds.

McLoughlin,
Philip R.
YOB: 1946
Portfolios
Overseen: 106

Class II Trustee of AIO since 2021, term expires at the 2024 Annual Meeting

Class I Trustee of CBH since 2022, term expires at the 2024 Annual Meeting

Class I Trustee of NCV since 2022, term expires at the 2025 Annual Meeting

Class I Trustee of NCZ from February 2021 to July 2022, Class III Trustee of NCZ since July 2022, Class III term expires at the 2023 Annual Meeting, nominee for Class II Trustee of NCZ for term expiring 2026

Class III Trustee of ACV since 2021, term expires at the 2024 Annual Meeting

Class II Trustee of NFJ since 2021, term expires at the 2025 Annual Meeting

Class II Trustee of NIE since 2021, term expires at the 2024 Annual Meeting

Class III Trustee of VGI since 2011, term expires at the 2024 Annual

Private investor since 2010.

Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios), Virtus Strategy Trust (8 portfolios), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund,

~~$10,001-$50,000~~

~~AllianzGI~~ Virtus Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2022) and Advisory Board Member (2021), Virtus Convertible & Income 2024 Target Term Fund

~~$1-$10,000~~

~~Deborah A. DeCotis~~

~~None~~

~~Over $100,000~~

~~F. Ford Drummond~~

~~Over $100,000~~

~~AllianzGI Diversified Income & Convertible Fund~~

~~James A. Jacobson~~

~~None~~

~~Over $100,000~~

~~Hans W. Kertess~~

~~None~~

~~Over $100,000~~

~~James S. MacLeod~~

~~Over $100,000~~

~~AllianzGI~~ and Virtus Convertible & Income Fund; Director and Chairman (since 2016), Virtus Total Return Fund

Inc.; Director and Chairman (2016 to 2019), the former Virtus Total Return Fund Inc.; Director and Chairman (2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and

Name, Year of
Birth and Number
of Portfolios in
Funds Complex
Overseen by
Trustee(1)(2)

~~$1-$10,000~~

Term of Office and
Length of Time
Served(3)

Principal
Occupation(s)
During Past Five
Years

Other Directorships/
Trusteeships Held by
Trustee During the Past
Five Years

~~AllianzGI Convertible~~

Meeting

Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting

Class II Director of ZTR since 2016, term expires at the 2025 Annual Meeting

Chairman (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Trustee and Chairman (since 2011), Virtus Global Multi-Sector Income Fund; Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (8 portfolios); Director (since 1995), closed-end funds managed by Duff & ~~Income~~Phelps Investment Management Co. (3 funds); Director (1991 to 2019) and Chairman (2010 to 2019), Lazard World Trust Fund II

(closed-end investment firm in Luxembourg); and Trustee (since 1989) and Chairman (since 2002), Virtus Mutual Fund Family (57 portfolios).

~~$1-$10,000~~

~~AllianzGI Equity & Convertible Income Fund~~

McNamara, Geraldine M.
YOB: 1951
Portfolios
Overseen: 106

~~$10,001-$50,000~~

Class I Trustee of AIO since 2023, nominee for term expiring 2026

Advisory Board Member of NCV since 2023, nominee for Class I Trustee of NCV for term expiring 2025

Advisory Board Member of ACV since 2023, nominee for Class I Trustee of ACV for term expiring 2025

Class I Trustee of NIE since 2023, nominee for term expiring 2026

Class I Trustee of VGI since 2020, term expires

~~AllianzGI Dividend Interest & Premium Strategy Fund~~

~~$10,001-$50,000~~Private investor (since 2006); and Managing Director, U.S. Trust Company of New York (1982 to 2006).

~~AllianzGI~~Trustee (since 2023), Virtus Artificial Intelligence & Technology Opportunities Fund

~~$10,001-$50,000~~


~~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~~	~~None~~	~~Over $100,000~~
~~Alan Rappaport~~		~~Over $100,000~~
~~AllianzGI Convertible & Income Fund~~	~~$1-$10,000~~
~~AllianzGI Convertible & Income Fund II~~	~~$1-$10,000~~
~~AllianzGI~~ and Virtus 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~~Fund; Advisory Board Member (since 2023), Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)	~~$1-$10,000~~		Term of Office and Length of Time Served(3)		Principal Occupation(s) During Past Five Years	Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
~~Davey S. Scoon~~		~~None~~	at the 2025 Annual Meeting Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting Class III Director of ZTR since 2020, nominee for term expiring 2026 Advisory Board Member of CBH, NCZ, and NFJ since 2023	~~Over $100,000~~		Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016) Virtus Alternative Solutions Trust (2 portfolios); Trustee (since 2015), Virtus Variable Insurance Trust (8 portfolios); Director (since 2003), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); and Trustee (since 2001), Virtus Mutual Fund Family (57 portfolios).
Walton, R. Keith YOB: 1964 Portfolios Overseen: 103			Class I Trustee of AIO since 2022, nominee for term expiring 2026 Class II Trustee of NCV since 2022, nominee for term expiring 2026 Class II Trustee of ACV since 2022, nominee for term expiring 2026 Advisory Board Member of NFJ since 2022,		Senior Adviser (since 2022), Brightwood Capital LLC; Venture and Operating Partner (since 2020), Plexo Capital, LLC; Venture Partner (since 2019) and Senior Adviser (2018 to 2019), Plexo, LLC; and	Trustee (since 2022) and Advisory Board Member (January 2022 to July 2022), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income Fund and Virtus Equity & Convertible Income Fund; Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)			Term of Office and Length of Time Served(3)			Principal Occupation(s) During Past Five Years			Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
~~INTERESTED TRUSTEES/NOMINEES~~			nominee for Class III Trustee of NFJ for term expiring 2026 Class I Trustee of NIE since 2022, nominee for term expiring 2026 Class I Trustee of VGI since 2020, term expires at the 2025 Annual Meeting Class I Trustee of EDI since 2022, nominee for term expiring 2026 Class III Director of ZTR since 2020, nominee for term expiring 2026 Advisory Board Member of CBH and NCZ since 2022			Partner (since 2006), Global Infrastructure Partners. Formerly, Managing Director (2020 to 2021), Lafayette Square Holding Company LLC; Senior Adviser (2018 to 2019), Vatic Labs, LLC; Executive Vice President, Strategy (2017 to 2019), Zero Mass Water, LLC; and Vice President, Strategy (2013 to 2017), Arizona State University.			Harbor Emerging Markets Total Income Fund; Trustee (since 2022), Virtus Diversified Income & Convertible Fund; Advisory Board Member (since 2022), Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund II and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (57 portfolios); Director (since 2017), certain funds advised by Bessemer Investment Management LLC; Director (2016 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (2006 to 2019), Systematica Investments Limited Funds; Director (2006 to 2017), BlueCrest Capital Management Funds; Trustee (2014 to 2017), AZ

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)		Term of Office and Length of Time Served(3)		Principal Occupation(s) During Past Five Years	Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
~~Thomas J. Fuccillo~~	~~None~~		~~Over $100,000~~		Service; Director (since 2004), Virtus Total Return Fund Inc.; and Director (2004 to 2019), the former Virtus Total Return Fund Inc.
~~Erick R. Holt~~ Zino, Brian T. YOB: 1952 Portfolios Overseen: 103	~~None~~	Class I Trustee of AIO since 2022, nominee for term expiring 2026 Class I Trustee of CBH since 2022, term expires at the 2024 Annual Meeting Class III Trustee of NCV since 2022, term expires at the 2024 Annual Meeting Class I Trustee of NCZ since 2022, term expires at the 2025 Annual Meeting Class I Trustee of ACV since 2022, term expires at the 2025 Annual Meeting Class I Trustee of NFJ since 2022, term expires at the 2024 Annual Meeting Class I Trustee of NIE since 2022, nominee for term expiring 2026 Class I Trustee of VGI since 2020, term expires at the 2025 Annual Meeting Class II Trustee of EDI since 2022, term expires at the 2024 Annual	~~Over $100,000~~	Retired. Various roles (1982 to 2009), J. & W. Seligman & Co. Incorporated, including President (1994 to 2009).	Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2022) and Advisory Board Member (2021), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (57 portfolios); Director (2016 to 2021), Duff

*Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)	~~Securities are valued as~~	Term of Office and Length of Time Served(3)	Principal Occupation(s) During Past Five Years	Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
		Meeting Class III Director of ZTR since 2020, nominee for term expiring 2026		& Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (since 2014), Virtus Total Return Fund Inc.; Director (2014 to 2019), the former Virtus Total Return Fund Inc.; Trustee (since 2011), Bentley University; Director (1986 to 2009) and President (1994 to 2009), J&W Seligman Co. Inc.; Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002), ICI Mutual Insurance Company; Member, Board of Governors of ICI (1998 to 2008).
Interested Trustee
Aylward, George R.* YOB: 1964 Portfolios Overseen: 109		Class III Trustee of AIO since 2021, term expires at the 2025 Annual Meeting Class III Trustee of CBH since 2021, nominee for term expiring 2026 Class II Trustee of NCV since 2021, nominee for term expiring 2026 Class II Trustee of NCZ since 2021, nominee for term expiring 2026 Class II Trustee of ACV since 2021, nominee for term expiring 2026 Class II Trustee of NFJ since 2021, term expires	Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions with Virtus affiliates (since 2005).	Trustee, President and Chief Executive Officer (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Member, Board of Governors of the ~~Record Date~~ Investment Company Institute (since 2021); Trustee and President (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee,

~~To the knowledge of the~~

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)			Term of Office and Length of Time Served(3)			Principal Occupation(s) During Past Five Years			Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
			at the 2025 Annual Meeting Class III Trustee of NIE since 2021, term expires at the 2025 Annual Meeting Class III Trustee of VGI since 2011, term expires at the 2024 Annual Meeting Class I Trustee of EDI since 2022, nominee for term expiring 2026 Class II Director of ZTR since 2006, term expires at the 2025 Annual Meeting						President and Chief Executive Officer (since 2021), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; Chairman and Trustee (since 2015), Virtus ETF Trust II (6 portfolios); Director, President and Chief Executive Officer (2014 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and President (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Director (since 2013), Virtus Global Funds, PLC (5 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (8 portfolios); Trustee, President and Chief Executive Officer (since 2011), Virtus Global Multi-Sector Income Fund; Trustee and President (since 2006) and Executive Vice President (2004 to 2006), Virtus Mutual Fund Family

Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2)			Term of Office and Length of Time Served(3)			Principal Occupation(s) During Past Five Years			Other Directorships/ Trusteeships Held by Trustee During the Past Five Years
									(57 portfolios); Director, President and Chief Executive Officer (since 2006), Virtus Total Return Fund Inc.; and Director, President and Chief Executive Officer (2006 to 2019), the former Virtus Total Return Fund Inc.

Mr. Aylward is an “interested person” as 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-Sponsored~~Open-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 of~~closed-end~~ ~~andopen-end~~ ~~funds for which Allianz Global Investors Fund Management LLC (“AGIFM”) previously served as~~

~~investment manager and its affiliate, Pacific Investment Management Company LLC (“PIMCO”), served assub-adviser~~ (together, the “PIMCO- Sponsored Funds”). The PIMCO-Sponsored Funds were transitioned to the PIMCO Funds platform effective September 5, 2014, such that AGIFM no longer served as the investment manager to those funds. Since that time, the Independent Trustees have received separate compensation from the Allianz-Sponsored Funds in addition to amounts received for service on the Boards of the PIMCO-Sponsored Funds. 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

~~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~~Act, by reason of his position as President and Chief Executive Officer of Virtus, the ~~fiscal years or periods, as applicable, ended January 31, 2020 for ACV, NIE~~ultimate parent company of the Advisers, Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, and ~~February 29, 2020~~various positions with its affiliates.

(1)

The business address of each current Trustee and Advisory Board Member is c/o the Fund, 101 Munson Street, Suite 104, Greenfield, MA 01301.

(2)

The “Virtus Fund Complex” includes those registered investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or for which an Adviser or an affiliate of an Adviser, including Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, serves as investment adviser.

(3)

Each Trustee currently serves a one to three-year term concurrent with the class of Trustees for which he or she serves.

(4)

The Advisory Board Members are not voting members of a Fund’s Board of Trustees and each provides advice to the Board, as requested. Mr. Walton was appointed as an Advisory Board Member of CBH, NCZ and NFJ effective January 1, 2022. Ms. McNamara was appointed as an Advisory Board Member of CBH, NCV, NCZ, ~~CBH~~ACV 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~~NFJ effective January 1, 2023.

(5)

The PIMCO Closed-End Funds are not part of the ~~Funds~~Virtus’ Fund Complex: PIMCO Access Income Fund; PIMCO California Flexible Municipal Income Fund; PIMCO California Municipal Income Fund; PIMCO California Municipal Income Fund II; PIMCO California Municipal Income Fund Ill; PIMCO Municipal Income Fund; PIMCO Municipal Income Fund II; PIMCO Municipal Income Fund III; PIMCO New York Municipal Income Fund;

PIMCO New York Municipal Income Fund II; PIMCO New York Municipal Income Fund III; PIMCO Energy and ~~other funds in the same~~Tactical Credit Opportunities Fund; PCM Fund, ~~Complex as the Funds. Each officer~~Inc.; PIMCO Corporate & Income Strategy Fund; PIMCO Corporate & Income Opportunity Fund; PIMCO Dynamic Income Fund; PIMCO Dynamic Income Opportunities Fund; PIMCO Global StocksPLUS® & Income Fund; PIMCO High Income Fund; PIMCO Income Strategy Fund; PIMCO Income Strategy Fund II; PIMCO Managed Accounts Trust (5 portfolios); PIMCO Strategic Income Fund, Inc.; PIMCO Flexible Credit Income Fund; PIMCO Flexible Emerging Markets Income Fund; and ~~each~~ PIMCO Flexible Municipal Income Fund.

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~~and 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.

⁽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~~Nominee Qualifications—

The Board has determined that each ~~Trustee/~~Trustee and 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~~as a Trustee were the following: (i) availability and commitment to attend meetings and perform the ~~individual’s business~~responsibilities of a Trustee, (ii) personal and professional ~~experience~~background, (iii) educational background, (iv) financial expertise, (v) ability, judgment, personal attributes and ~~accomplishments; (ii)~~expertise, and (vi) familiarity with 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.

Fund or its service providers. In respect of each ~~current~~ Trustee and Trustee Nominee, the individual’s ~~substantial~~ professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the ~~Funds,~~Fund, were a significant factor in the determination ~~by the Board~~ that the individual ~~is qualified to~~should serve as a Trustee of the ~~Funds. The following~~Fund.

Following is a summary of various qualifications, experiences and skills of each Trustee and Trustee Nominee (in addition to business experience during the past five years as set forth in the table above) that

contributed to the Board’s conclusion that an individual ~~is qualified to~~should serve on the Board. References to the qualifications, ~~experiences~~attributes and skills ~~are~~of a Trustee and Trustee Nominee do not ~~intended~~constitute the holding out of any Trustee or Trustee Nominee as being an expert under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission (“SEC”).

George R. Aylward. In addition to ~~hold out~~his positions with each Fund, Mr. Aylward is a Director and the ~~Board or individual Trustees~~President and Chief Executive Officer of Virtus Investment Partners, Inc., the ultimate parent company of the Adviser. He also holds various executive positions with the Advisers, Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, and various of their affiliates, and previously held such positions with the former parent company of Virtus. He therefore has experience in all aspects of the development and management of registered investment companies, and the handling of various financial,

staffing, regulatory and operational issues. Mr. Aylward is a certified public accountant and holds an MBA, and he also serves as ~~having any special expertise or~~an officer and director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.

Donald C. Burke. Mr. Burke has extensive financial and business experience in the investment management industry. He was employed by BlackRock, Inc. (2006 to 2009) and ~~shall not impose any greater responsibility or liability~~Merrill Lynch Investment Managers (1990 to 2006) where he held a number of roles including, Managing Director and President and Chief Executive Officer of the BlackRock U.S. mutual funds. In this role, Mr. Burke was responsible for the accounting, tax and regulatory reporting requirements for over 300 open- and closed-end funds. He also served as a trustee for numerous global funds that were advised by BlackRock, Inc. Mr. Burke currently serves as a director and Audit Committee Chairman of Avista Corp., a public company involved in the production, transmission and distribution of energy. Mr. Burke started his career at Deloitte & Touche (formerly Deloitte Haskins & Sells) and is a certified public accountant. He has also served on ~~any such person or on~~a number of nonprofit boards. He is also a director/trustee of open-end and closed-end funds managed by the ~~Board by reason thereof.~~

Advisers and their affiliates.

Sarah E. Cogan —. Ms. Cogan has substantial legal background and experience in the investment management industry. She was a partner at ~~STB,~~Simpson Thacher & Bartlett LLP, a large international law firm, in the corporate department for over 25 years and former head of the registered funds practice. She has extensive experience in oversight of investment company boards through her prior experience as counsel to the Independent Trustees of AIO, CBH, NCV, NCZ, ACV, NIE, NFJ and the ~~Funds~~series of the Trusts now known as Virtus Investment Trust and Virtus Strategy Trust and as counsel to other independent trustees, investment companies and asset management firms.

Ms. Cogan is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.

Deborah A. ~~DeCotis —~~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~~trustee of ~~the~~Stanford University and Smith College and as a director of Armor Holdings, The Helena Rubinstein Foundation and Stanford Graduate School of ~~Business~~Business. Ms. DeCotis is also a director/trustee of open-end and ~~Armor Holdings.~~

closed-end funds managed by the Advisers and their affiliates.

F. Ford ~~Drummond —~~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~~previously served 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~~ Mr. Drummond is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.

Sidney E. Harris. Dr. Sidney Harris has extensive knowledge of best practices in executive management, familiarity with international business practices and expertise in corporate strategy implementation, risk management, technology, asset management compliance and investments. Dr. Harris is Dean Emeritus and, until recently, was a Professor at the J. ~~Fuccillo —~~Mack Robinson College of Business at Georgia State University. He was affiliated with the J. Mack Robinson College of Business from 1997 to 2021, including serving as Professor (2015 to 2021 and 1997 to 2014) and Dean (1997 to 2004). Most recently, Dr. Harris was Professor of Computer Information Systems, Management and International Business. Prior to joining Georgia State University, Dr. Harris was Professor (1987 to 1996) and former Dean (1991 to 1996) of the Peter F. Drucker Graduate School of Management at Claremont Graduate University (currently Peter F. Drucker and Masotoshi Ito Graduate School of Management). He served as Independent Trustee of the RidgeWorth Funds Board of Trustees (2004 to 2017) and as Independent Chairman (2007 to 2017). He served as a member of the RidgeWorth Funds Governance and Nominating Committee (2004 to 2017) and Audit Committee (2006 to 2017). Dr. Harris previously served on the Board of Transamerica Investors (1995 to 2005). Dr. Harris previously served as a Director of Total System Services, Inc. (1999 to 2019). He served on the Board of Directors of KIPP Metro Atlanta, served as Chairman of the International University of the Grand-Bassam (“IUGB”) Foundation (2012 to 2017), and serves on the Board of Directors of the IUGB Foundation (since 2012). Dr. Harris also serves as a Trustee of the Mutual Funds Directors Forum (since 2019). He is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.

John R. Mallin. Mr. ~~Fuccillo~~Mallin is a real estate partner and former practice group leader for the Real Property Practice Group at McCarter & English LLP. During his career, he has ~~substantial executive-level~~been involved in all aspects of real estate development and financial transactions related to real estate. Mr. Mallin also has oversight and corporate governance experience as a director, including as a chair, of non-profit entities. Mr. Mallin is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.

Connie D. McDaniel. Ms. McDaniel, currently retired, has extensive domestic and international business experience, particularly with respect to finance, strategic planning, risk management and risk assessment functions. She is retired from The Coca-Cola Company, where she served as Vice

President and Chief of Internal Audit, Corporate Audit Department (2009 to 2013), Vice President, Global Finance Transformation (2007 to 2009), Vice President and Controller (1999 to 2007), and held various management positions (1989 to 1999). While at The Coca-Cola Company, Ms. McDaniel chaired that company’s Ethics and Compliance Committee (2009 to 2013) and developed a knowledge of corporate governance matters. Prior to The Coca-Cola Company, she was associated with Ernst & Young (1980 to 1989). Ms. McDaniel served as Independent Trustee of the RidgeWorth Funds Board of Trustees from 2005 to 2017. She was Chairman of the RidgeWorth Funds Audit Committee (2008 to 2017), designated Audit Committee Financial Expert (2007 to 2017) and a member of the RidgeWorth Funds Governance and Nominating Committee (2015 to 2017). Ms. McDaniel also served as a Director of Total System Services, Inc. (2014 to 2019). She currently serves as a Director of Global Payments Inc. (since 2019) and as a Director of North Florida Land Trust (since 2021). Ms. McDaniel served as Chair of the Georgia State University Robinson College of Business Board of Advisors (2014 to 2016) and has served as a member of the Georgia State University Robinson College of Business Board of Advisors since 2011. She is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.

Philip R. McLoughlin. Mr. McLoughlin has an extensive legal, financial and asset management background. In 1971, he joined Phoenix Investment Partners, Ltd. (then, Phoenix Equity Planning Corp.), the predecessor of Virtus Investment Partners, Inc., as Assistant Counsel with responsibility for various compliance and legal functions. During his tenure, Mr. McLoughlin assumed responsibility for most functions in the firm’s advisory, broker-dealer and fund management operations, and eventually ascended to the role of President. Mr. McLoughlin then served as General Counsel, and later Chief Investment Officer, of Phoenix Mutual Life Insurance Company, the parent company of Phoenix Investment Partners. Among other functions, he served as the senior management liaison to the boards of directors of the insurance company’s mutual funds and closed-end funds, and had direct oversight responsibility for the funds’ portfolio managers. In 1994, Mr. McLoughlin was named Chief Executive Officer of Phoenix Investment Partners, and continued in that position, as well as Chief Investment Officer of Phoenix Mutual Life Insurance Company, until his retirement in 2002. He is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates, including serving as the chair of the board of many such funds.

Geraldine M. McNamara. Ms. McNamara was an executive at U.S. Trust Company of New York for 24 years, where she rose to the position of Managing Director. Her responsibilities at U.S. Trust included the oversight of U.S. Trust’s personal banking business. In addition to her managerial and banking experience, Ms. McNamara has experience in advising individuals on

their personal financial management, which has given her an enhanced understanding of the ~~asset~~goals and expectations that individual investors may have. Ms. McNamara is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.

R. Keith Walton. Mr. Walton’s business and legal background, and his extensive service with other boards, provide valuable insight to the Board and its committees regarding corporate governance and best practices. He is an honors graduate of Yale College and the Harvard Law School. Mr. Walton was a Director of Systematica Investments Limited Funds (2006 to 2019) and a Director of BlueCrest Capital Management Funds (2006 to 2017). He is also the founding Principal and Chief Administrative Officer at Global Infrastructure Partners (since 2006) and served as the Managing Director at Lafayette Square Holding Company LLC (2020 to 2021). Mr. Walton is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.

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

Required Vote

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

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

The election of four Trustee Nominees to the Board of NCV requires a plurality of the votes cast on the matter by the Common Shareholders and Preferred Shareholders (voting together as a single class) of that Fund at the Annual Meeting, provided a quorum is present.

The election of three Trustee Nominees to the Board of NCZ requires a plurality of the votes cast on the matter by the Common Shareholders and Preferred Shareholders (voting together as a single class) of that Fund at the Annual Meeting, provided a quorum is present.

The election of four Trustee Nominees to the Board of ACV requires a plurality of the votes cast on the matter by the Common Shareholders and Preferred Shareholders (voting together as a single class) of that Fund at the Annual Meeting, provided a quorum is present.

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

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

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

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

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

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

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

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

ADDITIONAL INFORMATION ABOUT TRUSTEES AND OFFICERS

Leadership Structure of the Board of Trustees

The primary responsibility of each Board is to represent the interests of the relevant Fund and to provide general oversight of the management ~~industry~~of the Fund.

Each Fund’s day-to-day operations are managed by its Adviser, its Subadviser(s), and other service providers who have been approved by the Board. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.

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

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

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

Each Board believes that this leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees or working groups of Trustees and the full Board in a manner that enhances effective oversight. Mr. McLoughlin previously served as the Chair and Chief Executive Officer of the company that is now Virtus Investment Partners; however, he is now an Independent Trustee due to (a) the fact that Virtus is no longer affiliated with The Phoenix Companies, Inc., and (b) the passage of time.

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

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 Chairmandiscretion of the Board, ~~of CoastalStates Bank. He is also on~~including in response to changes in circumstances or the ~~board of Sykes Enterprises, Inc. He also has experience in thenon-profit~~ ~~sector overseeing the endowment~~characteristics of the ~~University~~Funds.

Board’s Role in Risk Oversight

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

~~William B. Ogden, IV — Mr. Ogden has substantial~~Board, a committee, the Chair or a senior ~~executive experience in~~officer.

Each Board receives regular written reports describing and analyzing 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~~performance of the ~~private banking division~~Funds. In addition, the portfolio managers of ~~Bank~~the Funds and representatives of ~~America~~the Subadvisers meet with the Board periodically to discuss portfolio performance and ~~as Vice Chairman~~answer the Board’s questions with respect to portfolio strategies and risks.

Each Board receives regular written reports from the Funds’ Chief Financial Officer (“CFO”) that enable the Board to monitor the number of ~~U.S. Trust. He is currently Advisory Director~~fair valued securities in each Fund’s portfolio; and Board members have the ability to discuss with the CFO the reasons for the fair valuation and the methodology used to arrive at the fair value. The Board and/or the Audit Committee may also review valuation procedures and pricing results with the Funds’ independent

auditors in connection with the review of the results of the audit of the Funds’ year-end financial statements.

Each Board also receives regular compliance reports prepared by the compliance staff of the Adviser and the Subadviser(s), and meets regularly with the Funds’ Chief Compliance Officer (“CCO”) to discuss compliance issues, including compliance risks. As required under applicable rules, the Independent Trustees meet regularly in executive session with the CCO, and the CCO prepares and presents an ~~investment banking firm.~~

~~Davey S. Scoon — Mr. Scoon has many years of senior executive experience in~~annual written compliance report to 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~~Board. The CCO, as well as ~~experience~~the compliance staff of the Advisers, provide the Board with reports on their examinations of functions and processes within the Advisers and the Subadvisers that affect the Funds. The Board also adopts compliance policies and procedures for the Funds and approves such procedures as ~~an officer~~appropriate for certain of ~~public companies. He served as Chief Administrative~~the Funds’ service providers. The compliance policies and ~~Financial Officer for Tom’s~~procedures are specifically designed to detect and prevent violations of ~~Maine~~the federal securities laws.

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

Each Board recognizes that it is not possible to eliminate all of the risks applicable to a ~~director~~Fund. The Board periodically reviews the effectiveness of ~~several biomedical companies, including serving as board chair~~its oversight of ~~a health plan with a $1 billion investment portfolio. He also provides significant financial expertise~~the Fund and ~~has been determined~~any other funds overseen by the Board, and the processes and controls in place to ~~be an “audit committee financial expert.”~~

limit identified risks. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role. The Board also receives regular reports regarding risk oversight including with respect to liquidity and derivatives in the Funds’ portfolios.

Committees of the Board

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

AIO, CBH, NCV, NCZ, ACV, NFJ and ~~Meetings.~~

NIE

As of the date of this proxy statement, AIO, CBH, NCV, NCZ, ACV, NFJ and NIE have five committees: the Audit Committee, the Compliance and Risk Oversight Committee, the Contracts Committee, the Governance and Nominating Committee, and the Performance Committee.~~The~~ Prior to January 1, 2023, the Board of each ~~Fund has established an~~of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE had six Committees: the Audit Oversight Committee ~~in accordance with Section 3(a)(58)(A) of~~(currently known as the ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each Fund’s~~Audit Committee), the Compliance and Risk Oversight Committee, the Contracts

Committee, the Governance and Nominating Committee, the Performance Committee and the Valuation Committee. Effective January 1, 2023, the Valuation Committee was reconstituted into the Audit Oversight Committee ~~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~~Audit Oversight Committee was renamed the Audit Committee.

Audit Committee. Each Board has adopted a written charter for each Fund’s audit committee (the “Audit Committee”). The 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~~Adviser and entities in a control relationship with the ~~Manager~~Adviser that provide services to the Funds where the engagement relates directly to the operations and financial reporting of the Funds. The Audit ~~Oversight~~ Committee considers the possible effect of those services on the independence of the Funds’ independent registered public accounting firm. ~~Each member~~The Audit Committee is also responsible for overseeing determinations of the fair value of each Fund’s portfolio securities on behalf of each Fund’s Board in accordance with the Funds’ valuation procedures. The Audit ~~Oversight~~Committee assists the Board in carrying out its responsibilities with respect to fair value determinations for the Funds under Rule 2a-5, reviews and approves the Funds’ Adviser’s procedures for the fair valuation of each Fund’s portfolio securities, and periodically reviews information from the Funds’ Adviser regarding fair value made pursuant to Board-approved procedures, and makes related recommendations to the full Board and assists the full Board in resolving particular fair valuation and other valuation matters. The Audit Committee is ~~“independent,” as independence~~currently composed entirely of Independent Trustees, who are also considered “independent” for ~~audit committee members is defined in~~purposes of the ~~currently applicable~~ listing standards of the ~~NYSE, on which~~New York Stock Exchange (the “NYSE”). The Audit Committee’s current members are Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond; Philip R. McLoughlin; Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (AIO, NCV, ACV and NIE only); and Brian T. Zino, Chair. Ms. McNamara also is an Advisory Member of the ~~Common Shares~~Audit Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the Audit Committee for CBH, NCZ and NFJ. Each Board has determined that Mr. Zino possesses the technical attributes to qualify as an “audit committee financial expert,” and has designated him as an Audit Committee financial expert for each ~~Fund are listed.~~

~~The~~Fund. Four meetings of the Audit Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2023.

In accordance with proxy rules promulgated by the SEC, the Fund’s Audit Committee charter is being filed as an exhibit to this Proxy Statement, and is

available at: https://www.virtus.com/assets/files/491/audit-committee-charter-
aio_cbh_ncv_ncz_acv_nie_nfj.pdf.

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

The Governance and Nominating Committee considers candidates for trusteeship and makes recommendations to each Board with respect to such candidates. The Governance and Nominating Committee requires that Trustee candidates have a college degree or equivalent business experience, but has not otherwise established specific minimum qualifications that must be met by an individual to be considered by the Governance and Nominating Committee for nomination as a Trustee. The Governance and Nominating Committee considers all relevant qualifications of candidates for trusteeship, including, but not limited to: (i) availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the Board; (ii) relevant industry and related experience, (iii) educational background; (iv) ability, judgment and expertise; and (v) overall diversity of the Board’s composition. The Board believes that having among its members a diversity of viewpoints, skills and experience and a variety of complementary skills enhances the effectiveness of the Board in its oversight role. The Governance and Nominating Committee considers the qualifications of candidates for trusteeship in this context. The Governance and Nominating Committee may consider candidates for Trustee recommended by the Funds’ current Trustees, the Funds’ officers, the Adviser, Shareholders of any Fund and any other source the Governance and Nominating Committee deems appropriate. The Governance and Nominating Committee may, but is not required to, retain a third-party search firm at the Funds’ expense to identify potential candidates.

Each Board has adopted a policy for consideration of Trustee nominations recommended by shareholders. The Governance and Nominating Committee of each Fund will review and consider nominees recommended by Shareholders to serve as Trustee, provided that the recommending Shareholder follows the “Procedures for Shareholders to Submit Nominee Candidates for the Funds,” which are set forth as Appendix A to each Fund’s Governance and Nominating Committee Charter. Among other requirements, these procedures provide that the recommending Shareholder must submit any recommendation in writing to the Fund, to the attention of the Fund’s Secretary, at the address of the principal executive offices of the Fund and that such submission must be received at such offices not less than 45 days nor more

than 75 days prior to the date of the Board or Shareholder meeting at which the nominee would be elected. Any recommendation must include certain biographical and other information regarding the candidate and the recommending Shareholder, and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected.

The foregoing description of the requirements is only a summary. Please refer to the Governance and Nominating Committee Charter, available at: https://www.virtus.com/assets/files/48y/gov-nom-charter-aio_cbh_ncv_ncz_acv_nie_nfj.pdf.

Shareholder nominees for Trustee will be given the same consideration as any other candidate provided the nominee meets certain minimum requirements. The Governance and Nominating Committee has full discretion to reject nominees recommended by Shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be nominated for election to the Board of any Fund.

The Governance and Nominating Committee is currently composed entirely of Independent Trustees; its current members are Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond; Philip R. McLoughlin, Chair; Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (AIO, NCV, ACV and NIE only); and Brian T. Zino. Ms. McNamara also is an Advisory Member of the Governance and Nominating Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the Governance and Nominating Committee for CBH, NCZ and NFJ. Five meetings of the Governance and Nominating Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2023.

Compliance and Risk Oversight Committee ~~charter for its Audit Oversight Committee. A copy of the~~. Each Board has adopted a written charter for each ~~Fund, as amended to date, is attached to this Proxy Statement asExhibit A. A report of the Audit~~Fund’s compliance committee (the “Compliance and Risk 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.~~Committee”). The Compliance and Risk Oversight Committee’s responsibilities include providing oversight with respect to regulatory and fiduciary compliance matters involving each Fund, reviewing and making recommendations regarding compliance policies and procedures, receiving reports from the CCO as to the results of internal audit functions, advising each Fund’s Board on matters relating to the CCO and serving as principal liaison between each Fund’s Board and compliance officers. The Compliance and Risk Oversight Committee’s current members are: George R. Aylward; Sarah E. Cogan; Deborah A. DeCotis; F. Ford Drummond, Chair; Philip R. McLoughlin; Geraldine M. McNamara (AIO and NIE only); R. Keith Walton (AIO, NCV, ACV and NIE only); and Brian T. Zino. Ms. McNamara also is an Advisory Member of the Compliance and Risk Oversight Committee ~~was constituted on December 15, 2016. Prior to December 15, 2016,~~for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the ~~Committee’s responsibilities~~

Compliance and Risk Oversight Committee for CBH, NCV and NFJ. Four meetings of the Compliance and Risk Oversight Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were ~~carried out by each Fund’s~~held during the year ended January 31, 2023.

Contracts Committee. Each Board ~~of Trustees. The Board of each Fund~~ has adopted a written ~~Compliance Committee~~ charter for ~~its Compliance Committee.~~

~~Contracts Committee.~~~~Each~~each Fund’s contracts committee (the “Contracts Committee”). The 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 includeresponsible for reviewing and considering the periodic renewal of the Funds’ investment advisory and ~~administration and distribution agreements and plans.~~administration. The Contracts ~~Committee was constituted on March 5, 2015, and prior to that date its responsibilities were carried out by all of the Funds’ Independent Trustees.~~

~~Governance and Nominating Committee.~~~~Each Fund’s Governance and Nominating~~ Committee is currently composed entirely of ~~Messrs. Drummond, Jacobson, Kertess, MacLeod, Ogden, Rappaport~~Independent Trustees; its current members are Sarah E. Cogan, Chair; Deborah A. DeCotis; F. Ford Drummond; Philip R. McLoughlin; Geraldine M. McNamara (AIO and ~~Scoon,~~NIE only); R. Keith Walton (AIO, NCV, ACV and ~~Mses. Cogan~~NIE only); and ~~DeCotis, each of whom~~Brian T. Zino. Ms. McNamara also is an ~~Independent Trustee.~~Advisory Member of the Contracts Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of the Contracts Committee for CBH, NCZ and NFJ. Four meetings of the Contracts Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2023.

Performance Committee. Each ~~member of~~Board has adopted a written charter for each Fund’s ~~Governance and Nominating Committee is “independent,” as independence for nominating~~performance 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 “Performance 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

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. Sponsored~~Closed-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 at~~https://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~~responsible for reviewing the performance of the Funds and any changes in investment philosophy, approach and personnel of the ~~Manager.~~Adviser. The Performance ~~Committee was constituted on March 5, 2015,~~Committee’s current members are: George R. Aylward; Sarah E. Cogan; Deborah A. DeCotis, Chair; F. Ford Drummond; Philip R. McLoughlin; Geraldine M. McNamara (AIO and ~~prior to that date its responsibilities were carried out by the full Board of each Fund.~~

~~Valuation Committee.~~~~Each Fund’s Valuation Committee~~NIE only); R. Keith Walton (AIO, NCV, ACV and NIE only); and Brian T. Zino. Ms. McNamara also 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 determinationsan Advisory Member of the ~~fair value~~Performance Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of ~~each Fund’s portfolio securities on behalf~~the Performance Committee for CBH, NCZ and NFJ. Four meetings of ~~each Fund’s Board in accordance with~~ the ~~Funds’ valuation procedures. The Valuation Committee reviews~~Performance Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and ~~approves procedures for the fair valuation of each Fund’s portfolio securities and periodically reviews information from the Manager~~

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,~~NIE were held during the ~~fiscal~~ year ended ~~February 29, 2020,~~January 31, 2023.

ZTR, EDI and VGI

As of the ~~Board~~date of ~~Trustees held~~this proxy statement, ZTR, EDI and VGI has four ~~regular meetings and one special meeting. The~~committees: the Audit ~~Oversight~~ Committee, ~~met in separate session five times,~~the Compliance Committee, 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~~Executive Committee. Prior to April 8, 2022, the Board of EDI had two Committees: the Audit Committee ~~met in separate session eight times.~~and the Nominating Committee (currently known as the Governance and Nominating Committee).

Audit Committee. Each ~~Trustee attended in person or via teleconference at least 75%~~Board has adopted a written charter for each Fund’s audit committee (the “Audit Committee”). The Audit Committee is responsible for overseeing each Fund’s accounting and auditing policies and

practices. The Audit Committee reviews each Fund’s financial reporting procedures, system of internal control, the independent audit process, and each Fund’s procedures for monitoring compliance with investment restrictions and applicable laws and regulations and with the Code of Ethics. The Audit Committee is currently composed entirely of Independent Trustees, who are also considered “independent” for purposes of the ~~regular~~listing standards of the New York Stock Exchange (the “NYSE”). The Audit Committee’s current members are Connie D. McDaniel, Chair; Donald C. Burke; Deborah A. DeCotis; John R. Mallin; and Brian T. Zino. Each Board has determined that each of Brian T. Zino, Donald C. Burke and Connie D. McDaniel possesses the technical attributes to qualify as an “audit committee financial expert,” and has designated each of them as an Audit Committee financial expert for each Fund. Seven meetings of the ~~Board~~Audit Committees of VGI, EDI and ~~meetings of the committees on which such Trustee served for NCV that~~ZTR were held during the ~~fiscal~~ year ended ~~February 29, 2020.~~

~~With~~November 30, 2022.

In accordance with proxy rules promulgated by the SEC, the Fund’s Audit Committee charter is being filed as an exhibit to this Proxy Statement, and is available at: https://www.virtus.com/assets/files/17c/audit-committee-charter.pdf.

Compliance Committee. Each Board has adopted a written charter for each Fund’s compliance committee (the “Compliance Committee”). The Compliance Committee is responsible for overseeing each Fund’s compliance matters. The Compliance Committee oversees and reviews (1) information provided by each Fund’s officers, including each Fund’s CCO, the Fund’s investment adviser and other principal service providers, and others as appropriate; (2) the codes of ethics; (3) whistleblower reports; (4) cybersecurity programs; and (5) distribution programs. The Compliance Committee is composed entirely of Independent Trustees, and its current members are: Geraldine M. McNamara, Chair; Sarah E. Cogan; F. Ford Drummond; Sidney E. Harris; and R. Keith Walton. Five meetings of the Compliance Committees of VGI and ZTR and four meetings of the Compliance Committee of EDI were held during the year ended November 30, 2022.

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

The Governance and Nominating Committee considers candidates for trusteeship and makes recommendations to each Board with respect to ~~NCZ, during~~such candidates. There are no specific required qualifications for trusteeship. The

committee considers all relevant qualifications of candidates for trusteeship, such as industry knowledge and experience, financial expertise, current employment and other board memberships, and whether the ~~fiscal year ended February 29, 2020,~~candidate would be qualified to be considered an Independent Trustee. The Board believes that having among its members a diversity of viewpoints, skills and experience and a variety of complementary skills enhances the effectiveness of the Board in its oversight role. The committee considers the qualifications of ~~Trustees held~~candidates for trusteeship in this context.

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

The Governance and Nominating Committee is currently composed entirely of Independent Trustees; its current members are Brian T. Zino, Chair; Sarah E. Cogan; Sidney E. Harris, Philip R. McLoughlin; and R. Keith Walton. Six meetings of the Governance and Nominating Committees of VGI and ZTR and four ~~regular~~ meetings ~~and one special meeting. The Audit Oversight Committee met in separate session five times,~~of 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~~EDI were held during the year ended November 30, 2022.

In accordance with proxy rules promulgated by the SEC, the Fund’s Governance and Nominating Committee charter is available at:
https://www.virtus.com/assets/files/17b/gov-nom-committee-charter.pdf.

Executive Committee. The function of the Executive Committee is to serve as a delegate of the full Board, as well as act on behalf of the Board when it is not in session, subject to limitations as set by the Board. The Executive Committee is composed entirely of Independent Trustees, and its members are: Philip R. McLoughlin, Chair; Donald C. Burke; Deborah A. DeCotis; Sidney E. Harris; and Brian T. Zino. Four meetings of the Executive Committees of VGI and ZTR and three meetings of the Executive Committee of EDI were held during the year ended November 30, 2022.

Non-Trustee Officers of the Funds

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

Name and Year of Birth	Position(s) held with the Fund and Length of Time Served	Principal Occupation(s) During Past 5 Years
Batchelar, Peter J. YOB: 1970	Senior Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Senior Vice President (since 2017) and Vice President (2016 to 2017), VGI and ZTR Senior Vice President (since 2022), EDI	Senior Vice President, Product Development (since 2017), Vice President, Product Development (2008 to 2017) and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2008) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.
Bradley, W. Patrick YOB: 1972	Executive Vice President, Chief Financial Officer and Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to	Executive Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 to 2016) and various officer positions (since 2004), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Member (since 2022), BNY Mellon Asset Servicing Client Advisory Board.

Name and Year of Birth	Position(s) held with the Fund and Length of Time Served	Principal Occupation(s) During Past 5 Years
	2013), Chief Financial Officer and Treasurer (since 2011), VGI Executive Vice President, Chief Financial Officer and Treasurer (since 2022), EDI Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013), Chief Financial Officer and Treasurer (since 2010), ZTR
Branigan, Timothy YOB: 1976	Vice President and Fund Chief Compliance Officer (since 2022), Assistant Vice President and Deputy Fund Chief Compliance Officer (March to May 2022), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR	Various officer positions (since 2019) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.
	Vice President and Fund Chief Compliance Officer (since 2022), Assistant Vice President and Deputy Fund Chief Compliance Officer (April to May 2022), EDI
Fromm, Jennifer YOB: 1973	Vice President (since 2021), Assistant Secretary (2021 to 2022) and Chief Legal Officer, Counsel and Secretary (since 2022), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE	Vice President (since 2016) and Senior Counsel, Legal (since 2007) and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2008) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

Name and Year of Birth	Position(s) held with the Fund and Length of Time Served	Principal Occupation(s) During Past 5 Years
	Vice President, Chief Legal Officer, Counsel and Secretary (since 2020), VGI and ZTR Vice President, Chief Legal Officer, Counsel and Secretary (since 2022), EDI
Hackett, Amy YOB: 1968	Vice President and Assistant Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Vice President (since 2013) and Assistant Treasurer (since 2011), VGI Vice President and Assistant Treasurer (since 2022), EDI Vice President (since 2013) and Assistant Treasurer (since 2012), ZTR	Vice President, Fund Services (since 2010) and Assistant Vice President, Fund Services (2007 to 2010), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2007) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.
Krishnan, Suneeta YOB: 1965	Vice President and Assistant Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Vice President (since 2018) and Assistant Treasurer (since 2011), VGI Vice President and Assistant Treasurer (since 2022), EDI Vice President (since 2018) and Assistant Treasurer (since 2012), ZTR	Vice President, Mutual Fund Administration (since 2017), and Assistant Treasurer, Mutual Fund Administration (since 2007), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2009) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

Name and Year of Birth	Position(s) held with the Fund and Length of Time Served	Principal Occupation(s) During Past 5 Years
Rahman, Mahmood YOB: 1967	Assistant Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR Assistant Vice President (since 2022), EDI	Assistant Vice President and Tax Director, Fund Administration (since 2020), Virtus Investment Partners, Inc.; Assistant Vice President (since 2021) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Assistant Treasurer and Tax Director, Grantham, Mayo, Van Otterloo & Co. LLC (2007 to 2019).
Short, Julia R. YOB: 1972	Senior Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Senior Vice President (since 2018), VGI and ZTR Senior Vice President (since 2022), EDI	Senior Vice President, Product Development (since 2017), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President (since 2017) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; and Managing Director, Product Manager, RidgeWorth Investments (2004 to 2017).
Smirl, Richard W. YOB: 1967	Executive Vice President (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ, NIE, VGI and ZTR Executive Vice President (since 2022), EDI	Chief Operating Officer (since 2021), Virtus Investment Partners, Inc.; Executive Vice President (since 2021), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Executive Vice President (since 2021) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.; Chief Operating Officer (2018 to 2021), Russell Investments; Executive Director (Jan. to July 2018), State of Wisconsin Investment Board; and Partner and Chief Operating Officer (2004 to 2018), William Blair Investment Management.
Thaker, Nikita K. YOB: 1978	Vice President, Controller and Assistant Treasurer (since 2021), AIO, CBH, NCV, NCZ, ACV, NFJ and NIE Vice President and Controller (since 2021) and Assistant Treasurer (since 2017), VGI	Vice President, Mutual Fund Administration (since 2021) and Assistant Vice President, Mutual Fund Administration (2016 to 2021), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various officer positions (since 2013) of various registered funds advised by subsidiaries of Virtus Investment Partners, Inc.

Name and Year of Birth			Position(s) held with the Fund and Length of Time Served			Principal Occupation(s) During Past 5 Years
			Vice President, Controller and Assistant Treasurer (since 2022), EDI Vice President and Controller (since 2021) and Assistant Treasurer (since 2013), ZTR

Section 16(a) Beneficial Ownership Reporting Compliance

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

Delinquent Section 16(a) Reports

Based solely on its review of the copies of Forms 3, 4 and 5 and amendments thereto furnished to the Funds and representations of certain Reporting Persons, each Fund believes that all required Section 16(a) ownership reports were filed during its most recent fiscal year, except that one Form 4 was filed late by W. Patrick Bradley. The late Form 4 related to the purchase of Common Shares of ZTR through the rights offering which occurred on September 21, 2022. A Form 4 for the foregoing transaction has since been filed with the SEC.

Information about each Fund’s Independent Registered Public Accountant

The 1940 Act requires that each Fund’s independent registered public accounting firm be selected by the vote, cast in person, of a majority of the members of the Board who are not interested persons of the Fund. In addition, the listing standards of the NYSE vest the Audit Committee, in its capacity as a committee of the Board, with responsibility for the appointment, compensation, retention and oversight of the work of the Fund’s independent registered public accounting firm. AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s financial statements for the year ended ~~February 29, 2020.~~

~~With respect~~January 31, 2023, and VGI’s and ZTR’s financial statements for the year ended November 30, 2022, have been audited by PricewaterhouseCoopers LLP (“PwC”), an independent registered public

accounting firm. EDI’s financial statements for the year ended November 30, 2022, have been audited by Deloitte & Touche LLP (“Deloitte”), an independent registered public accounting firm. PwC has been selected to perform the audit of the financial statements of VGI, ZTR and EDI for the fiscal year ending November 30, 2023. Representatives of Deloitte and PwC are not expected to be present at the Annual Meeting.

Audit Committee Report — AIO, CBH, NCV, NCZ, ACV, ~~during~~NFJ and NIE

The Audit Committees oversee each Fund’s financial reporting process on behalf of the Board of Trustees of each Fund and operate under a written charter adopted by the Board. The Committees meet with the Funds’ management and independent registered public accounting firm and report the results of their activities to the Board. The Funds’ management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

In connection with the audit of each Fund’s financial statements for the fiscal year ended January 31, ~~2020,~~2023, the Audit Committee: (1) reviewed and discussed each Fund’s 2023 audited financial statements with management, (2) discussed with the independent auditors the matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board, ~~of Trustees held four regular meetings. The Audit Oversight Committee met in separate session five times,~~(3) received and reviewed 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 timeswritten disclosures and the ~~Valuation Committee met in separate session eight times. Each Trustee attended in person or via teleconference at least 75%~~letter from the independent accountant required by applicable requirements of the ~~regular meetings of~~Public Company Accounting Oversight Board regarding the ~~Board~~independent accountant’s communications with the Audit Committee concerning independence, and ~~meetings of~~(4) discussed with the ~~committees~~independent accountant its independence. Based on ~~which such Trustee served~~the foregoing reviews and discussions, the Audit Committees recommended to the Boards that each Fund’s audited financial statements be included in each Fund’s Annual Report to Shareholders for ~~ACV that were held during~~ the fiscal year ended ~~January 31, 2020.~~

~~With respect to~~in 2023.

The Audit Committee

Sarah E. Cogan
Deborah A. DeCotis
F. Ford Drummond
Philip R. McLoughlin
Geraldine M. McNamara (AIO and NIE ~~during~~only)
Alan Rappaport*
R. Keith Walton (AIO, NCV, ACV and NIE only)
Brian T. Zino (Chair)

Mr. Rappaport retired as a Trustee and Audit Committee Member effective April 8, 2023.

Audit Committee Report — VGI, EDI and ZTR

The Audit Committee oversees the ~~fiscal year ended January 31, 2020,~~Fund’s financial reporting process on behalf of 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 personDirectors or ~~via teleconference at least 75% of the~~

~~regular meetings of the Board and meetings of the committees on which such Trustee served for NIE that were held during the fiscal year ended January 31, 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 and operates under a written charter adopted by the Board. The Committee meets with the Funds’ management (“Management”) and independent registered public accounting firm and reports the results of its activities to the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls.

In connection with the audit of each Fund’s financial statements for the fiscal year ended November 30, 2022, the Audit Committee: (1) reviewed and discussed each Fund’s 2022 audited financial statements with Management, (2) discussed with the independent auditors the matters required to be discussed by applicable standards adopted by the Public Company Accounting Oversight Board, (3) received and reviewed the written disclosures and the letter from the independent accountant required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee concerning independence, and (4) discussed with the independent accountant its independence. Based on the foregoing reviews and discussions, the Audit Committee recommended to the Boards that each Fund’s audited financial statements be included in each Fund’s Annual Report to Shareholders for the fiscal year ended in 2022.

The Audit Committee

Donald C. Burke
Deborah A. DeCotis
John R. Mallin
Connie D. McDaniel (Chairperson)
Brian T. Zino

The Audit Committee’s Pre-Approval Policies and Procedures

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

During each of AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2023 and each of VGI’s, EDI’s and ZTR’s fiscal year ended November 30, 2022, all audit, audit-related, tax and non-audit services provided by each Fund’s independent registered public accounting firm, as applicable, to the Fund’s Adviser, Newfleet, Stone Harbor, Duff & Phelps or NFJ Group, as applicable, or any entity controlling, controlled by, or under common control with the Fund’s Adviser or Newfleet, Stone Harbor, Duff & Phelps or NFJ Group, as applicable, were pre-approved by the Fund’s Audit Committee. For more information about each Fund’s independent registered public accounting firm, see “Additional Information — Independent Auditors.”

Shareholder Communications to the Trustees

Each Board has adopted the following procedures for shareholders and other persons to send communications to the Board. Shareholders and other persons may mail written communications to the full Board, to ~~the attention~~committees of the Board or to specific individual Trustees in care of ~~Trustees, [name of Fund], c/o Angela Borreggine, Chief Legal Officer (“CLO”), Allianz Global Investors U.S. LLC, 1633 Broadway, New York, New York 10019. Shareholder~~the applicable Fund, 101 Munson Street, Greenfield, MA 01301. All such communications ~~must (i) be in writing and be signed~~received 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

~~(i) provide a copy of each properly submitted Shareholder communication~~Funds will be forwarded to the full Board, ~~at its next regularly scheduled~~the relevant Board ~~meeting~~committee or ~~(ii) if~~ the ~~CLO determines~~specific individual Trustee, as applicable, except that the ~~communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The CLO~~Funds may, in good faith, determine that a ~~Shareholder~~ communication should not be ~~provided to the Board because~~so forwarded if it does not reasonably relate to athe Fund or its operations, management, activities, policies, service providers, Board, officers, ~~Shareholders~~shareholders or other matters relating to an investment in the Fund or is ~~otherwise routine or~~purely ministerial in nature. ~~These procedures do not apply to (i) any communication from an officer or Trustee~~

Beneficial Ownership of ~~a Fund, (ii) any communication from an employee or agent~~Securities

As of ~~a Fund, unless such communication is made solely in such employee’s or agent’s capacity~~the Record Date, the Funds’ Trustees and executive officers, 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, othergroup, owned less than ~~by the aforementioned procedures.~~

~~Delinquent Section~~ ~~16(a) Reports.~~~~Each Fund’s Trustees and certain officers, investment advisers, certain affiliated persons~~1% of the ~~investment advisers and persons who beneficially own more than 10%~~Funds’ outstanding Shares. As of ~~any class~~March 31, 2023, the current Trustees owned Shares of ~~outstanding securities of a Fund (~~~~i.e~~., a Fund’s Common Shares or Preferred Shares) are required to file forms reporting their affiliation with the Fund and reports of ownership and changes in ownership of the Fund’s securities with the Securities and Exchange Commission (the “SEC”) and the NYSE. These persons and entities are required by SEC regulation to furnish the Fund with copies of all such forms they file. Based solely on a review of these forms furnished to each Fund ~~each Fund believes~~in the following amounts:

Name of Trustee

Dollar Range
of Equity
Securities in AIO

Dollar Range
of Equity
Securities in CBH

Dollar Range
of Equity
Securities in NCV

Dollar Range
of Equity
Securities in NCZ

Independent Trustees

Donald C. Burke

N/A

Sarah E. Cogan

$10,001 – $50,000

$1 – $10,000

Deborah A. DeCotis

$10,001 – $50,000

None

$1 – $10,000

F. Ford Drummond

$1 – $10,000

Sidney E. Harris

N/A

John R. Mallin

N/A

Connie D. McDaniel

N/A

Philip R. McLoughlin

$1 – $10,000

None

$1 – $10,000

None

Geraldine M. McNamara

None

R. Keith Walton

None

Name of Trustee

Dollar Range
of Equity
Securities in AIO

Dollar Range
of Equity
Securities in CBH

Dollar Range
of Equity
Securities in NCV

Dollar Range
of Equity
Securities in NCZ

Brian T. Zino

$10,001 – $50,000

None

$10,001 – $50,000

$1 – $10,000

Interested Trustee

George R. Aylward

$50,001 – $100,000

None

$10,001 – $50,000

Name of Trustee

Dollar Range
of Equity
Securities in ACV

Dollar Range
of Equity
Securities in NFJ

Dollar Range
of Equity
Securities in NIE

Dollar Range
of Equity
Securities in VGI

Independent Trustees

Donald C. Burke

N/A

$10,001 – $50,000

Sarah E. Cogan

$10,001 – $50,000

Deborah A. DeCotis

$1 – $10,000

None

F. Ford Drummond

$50,001 – $100,000

$1 – $10,000

Sidney E. Harris

N/A

$10,001 – $50,000

John R. Mallin

N/A

$1 – $10,000

Connie D. McDaniel

N/A

$10,001 – $50,000

Philip R. McLoughlin

None

$1 – $10,000

$10,001 – $50,000

Geraldine M. McNamara

None

$1 – $10,000

R. Keith Walton

$1 – $10,000

None

$1 – $10,000

Brian T. Zino

$10,001 – $50,000

$1 – $10,000

$10,001 – $50,000

Interested Trustee

George R. Aylward

$50,001 – $100,000

$10,001 – $50,000

Name of Trustee

Dollar Range
of Equity
Securities in EDI

Dollar Range
of Equity
Securities in ZTR

Aggregate Dollar Range of
Equity Securities in All
Funds Overseen by
Trustees in Family of
Registered Investment
Companies*

Independent Trustees

Donald C. Burke

$1 – $10,000

$10,001 – $50,000

Over $100,000

Sarah E. Cogan

None

$10,001 – $50,000

Over $100,000

Deborah A. DeCotis

None

Over $100,000

F. Ford Drummond

$1 – $10,000

$10,001 – $50,000

Over $100,000

Sidney E. Harris

None

$10,001 – $50,000

Over $100,000

John R. Mallin

$10,001 – $50,000

$50,001 – $100,000

Over $100,000

Connie D. McDaniel

None

$10,001 – $50,000

Over $100,000

Philip R. McLoughlin

None

$50,001 – $100,000

Over $100,000

Geraldine M. McNamara

None

$1 – $10,000

Over $100,000

R. Keith Walton

None

$10,001 – $50,000

Over $100,000

Brian T. Zino

None

$50,001 – $100,000

Over $100,000

Interested Trustee

George R. Aylward

None

$50,001 – $100,000

Over $100,000

The term, “Family of Registered Investment Companies”, means any two or more registered investment companies that ~~each~~share the same investment

adviser or principal underwriter or hold themselves out to investors as related companies for purposes of ~~the Trustees, relevant officers,~~ investment ~~advisers~~ and ~~relevant affiliated persons of the investment advisers and the persons who beneficially own more than 10% of any class of outstanding securities of~~investor services.

Board Meetings

The Funds have not established 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~~policy with respect to Trustee attendance at annual shareholder meetings. Eight meetings of their respective Board were held during AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2023, seven ~~transactions was filed on February 28, 2020 for James C.K. Chen (for AIO), (ii) two late Form 4s,~~meetings of their respective Board were held during VGI’s and ZTR’s fiscal year ended November 30, 2022, and nine meetings of its respective Board were held during EDI’s fiscal year ended November 30, 2022.

During AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s and NIE’s fiscal year ended January 31, 2023 and VGI’s, EDI’s and ZTR’s fiscal year ended November 30, 2022, each 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 inTrustee attended at least 75% of the total number of ~~shares~~Board meetings and committee meetings of ~~Common Stock previously reported.~~

~~Required Vote.~~

~~There-election~~which such Trustee was a member.

Compensation of ~~Ms. Cogan~~Independent Trustees and ~~Mr. Scoon~~Advisory Board Members

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

The following table provides information regarding the aggregate compensation paid to each Independent Trustee and Advisory Board Member of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE for the ~~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~~fiscal year ended January 31, 2023, for serving as a ~~single class) of NCV cast in the election of Trustees at the Meeting, in person~~ Trustee and/or ~~by proxy. There-election~~ ~~of Mr. Jacobson will require a plurality of the votes of the Preferred Shareholders of NCV~~

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~~Advisory 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. The~~re-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. The~~re-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.~~

~~ADDITIONAL INFORMATION~~

~~Executive and Other Officers of the Funds.~~~~The table below provides certain information concerning the executive officers~~Member of the Funds and ~~certain~~ other ~~officers who perform similar duties. Officers~~funds in the same Fund Complex as the Funds. The Trustees do not currently receive any pension or retirement benefits from the Funds or other funds in the Fund Complex. The Interested Trustee does not receive compensation from the Funds or other funds in the Fund Complex.

Name of Trustee	Aggregate Compensation from AIO			Aggregate Compensation from CBH			Aggregate Compensation from NCV			Aggregate Compensation from NCZ
Sarah E. Cogan		$	12,782		$	3,001		$	7,217		$	5,428
Deborah A. DeCotis		$	11,419		$	2,687		$	6,433		$	4,838
F. Ford Drummond		$	11,869		$	2,787		$	6,702		$	5,041
James S. MacLeod(1)		$	21,801		$	5,025		$	12,553		$	9,444
Philip R. McLoughlin		$	10,956		$	2,572		$	6,186		$	4,653
Geraldine M. McNamara(2)		$	2,780		$	688		$	1,479		$	1,111
William B. Ogden, IV(1)		$	21,120		$	4,868		$	12,161		$	9,149

Name of Trustee	Aggregate Compensation from AIO			Aggregate Compensation from CBH			Aggregate Compensation from NCV			Aggregate Compensation from NCZ
Alan Rappaport(3)		$	31,955		$	7,503		$	18,043		$	13,571
R. Keith Walton(4)		$	10,956		$	2,572		$	6,186		$	4,653
Brian T. Zino		$	13,695		$	3,216		$	7,733		$	5,816

Name of Trustee	Aggregate Compensation from ACV			Aggregate Compensation from NFJ			Aggregate Compensation from NIE			Total Compensation from the Funds and Fund Complex(5)
Sarah E. Cogan		$	4,260		$	24,340		$	12,971		$	380,000
Deborah A. DeCotis		$	3,801		$	21,740		$	11,582		$	372,500
F. Ford Drummond		$	3,956		$	22,601		$	12,045		$	375,000
James S. MacLeod(1)		$	7,343		$	41,598		$	22,235		$	120,000
Philip R. McLoughlin		$	3,652		$	20,863		$	11,118		$	640,313
Geraldine M. McNamara(2)		$	898		$	5,263		$	2,780		$	483,000
William B. Ogden, IV(1)		$	7,113		$	40,298		$	21,540		$	116,250
Alan Rappaport(3)		$	10,651		$	60,850		$	32,429		$	175,000
R. Keith Walton(4)		$	3,652		$	20,863		$	11,118		$	370,000
Brian T. Zino		$	4,565		$	26,078		$	13,898		$	415,000

(1)

Mr. MacLeod and Mr. Ogden each retired as a Trustee effective December 31, 2022.

(2)

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

(3)

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

(4)

Effective July 12, 2022, Mr. Walton was appointed as a Trustee of AIO, NCV and NIE.

(5)

The “Fund Complex” includes those registered investment companies that hold ~~office at~~themselves out to investors as related companies for purposes of investment and investor services or for which the ~~pleasure~~Fund’s Adviser or an affiliate of the ~~relevant Board~~Adviser, including NFJ Group, serves as investment adviser.

VGI, EDI and ~~until their successors are chosen~~ZTR

At a meeting of shareholders of EDI held on February 17, 2022, the current Trustees were elected for the Fund, effective April 8, 2022, in connection with Virtus Investment Partners, Inc.’s acquisition of Stone Harbor

Investment Partners LP. Prior to April 8, 2022, Alan Brott, Glenn Marchak, Heath B. McLendon, Patrick Sheehan, Bruce Speca and ~~qualified,~~Peter J. Wilby each served as a Trustee of EDI.

The following table provides information regarding the aggregate compensation paid to Messrs. Brott, Glenn Marchak, McLendon, Sheehan and Speca (the “Former EDI Independent Trustees”) for the fiscal year ended November 30, 2022, for serving as Trustees of EDI and other funds formerly in the same Fund Complex as EDI. The Former EDI Independent Trustees did not receive any pension or retirement benefits from EDI or other funds in 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 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 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.


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.


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.~~

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~~Fund Complex. Mr. Wilby was an “interested person” ~~of each Fund (as~~as defined in ~~Section 2(a)(19)~~the 1940 Act, by reason of his position as President and Chief Executive Officer of Stone Harbor and did not receive compensation from EDI or other funds in the Fund Complex.

Name of Trustee	Aggregate Compensation from EDI			Total Compensation from the Funds and Stone Harbor Fund Complex(1)
Alan Brott		$	2,710		$	66,750
Glenn Marchak		$	2,557		$	63,000
Heath B. McLendon		$	2,557		$	63,000
Patrick Sheehan		$	2,557		$	63,000
Bruce Speca		$	2,557		$	63,000

(1)

The “Stone Harbor Fund Complex” for this purpose includes EDI and the following registered investment companies: Stone Harbor Emerging Markets Income Fund, Stone Harbor Emerging Markets Debt Fund, Stone Harbor High Yield Bond Fund, Stone Harbor Local Markets Fund, Stone Harbor Emerging Markets Corporate Debt Fund, Stone Harbor Strategic Income Fund and Stone Harbor Emerging Markets Debt Allocation Fund.

The following table provides information regarding the aggregate compensation paid to each Independent Trustee of EDI and each Independent Trustee and Advisory Board Member of VGI and ZTR for the portion of the ~~1940 Act)~~fiscal year ended November 30, 2022, beginning April 8, 2022, for serving as a ~~result of his~~ Trustee and/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~~Advisory Board Member of the Funds and ~~is responsible for managing~~other funds in 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.~~~~The Audit Oversight Committee of each Fund’s Board and the full Board of each~~same Fund ~~unanimously selected PricewaterhouseCoopers LLP (“PwC”)~~Complex as the ~~independent~~Funds. The Trustees do not currently receive any pension or retirement benefits from the Funds or other funds in the Fund Complex. The Interested Trustee does not receive compensation from the Funds or other funds in the Fund Complex.

Name of Trustee	Aggregate Compensation from VGI			Aggregate Compensation from EDI			Aggregate Compensation from ZTR			Total Compensation from the Funds and Virtus Fund Complex(4)
Donald C. Burke		$	2,796		$	970		$	9,843		$	436,500
Sarah E. Cogan		$	2,796		$	970		$	9,843		$	365,000
Deborah A. DeCotis		$	2,796		$	970		$	9,843		$	355,000
F. Ford Drummond		$	2,796		$	970		$	9,843		$	360,000
Sidney E. Harris		$	2,796		$	970		$	9,843		$	340,000
John R. Mallin		$	2,796		$	970		$	9,843		$	340,000
Connie D. McDaniel		$	2,796		$	970		$	9,843		$	385,000
Philip R. McLoughlin		$	11,131		$	2,860		$	37,537		$	644,125
Geraldine M. McNamara		$	2,796		$	970		$	9,843		$	466,500
James B. Rogers, Jr.(2)		$	6,016		$	N/A		$	N/A		$	6,016
R. Keith Walton		$	2,796		$	970		$	9,843		$	355,000
Brian T. Zino		$	2,796		$	970		$	9,843		$	400,000
Advisory Member
William R. Moyer(2)		$	11,898		$	1,969		$	39,470		$	56,136

(1)

The “Virtus Fund Complex” includes those registered ~~public accounting firm~~investment companies that hold themselves out to investors as related companies for purposes of investment and investor services or for which a Fund’s Adviser or an affiliate of the ~~fiscal years ending January 31, 2020 for ACV, NIE~~Adviser, including Newfleet, Stone Harbor, Duff & Phelps and NFJ and February 29, 2020 for NCV, NCZ, CBH and AIO. PwC served as the independent registered public accounting firm of each Fund for the last fiscal year, and also serves as the independent registered public accounting firm of various other investment companies for which the ManagerGroup, serves as investment adviser. ~~PwC is located at 300 Madison Avenue, New York, New York 10017. None~~

(2)

Mr. Moyer and Mr. Rogers retired effective May 23, 2022.

VOTING REQUIREMENTS AND OTHER INFORMATION

Voting Requirements

Voting requirements for each proposal are outlined within the discussion supporting each respective proposal. For purposes of the ~~Funds knows of any direct financial or material indirect financial interest of PwC in the Funds.~~

~~A representative of PwC, if requested by any Shareholder, will be present at the~~Annual Meeting, ~~via telephone to respond to appropriate questions from Shareholders and will have an opportunity to make~~ a ~~statement if he or she chooses to do so.~~

~~Pre-approval~~ ~~Policies and Procedures.~~~~Each Fund’s Audit Oversight Committee has adopted written policies relating to thepre-approval~~ ~~of audit and permittednon-~~ ~~audit services to be performed by the Fund’s independent registered public accounting firm. Under the policies, on an annual basis, a Fund’s Audit Oversight Committee reviews andpre-approves~~ ~~proposed audit and permittednon-audit~~ ~~services to be performed by the independent registered public accounting firm on behalf of the Fund. The President of each Fund alsopre-approves~~ ~~any permittednon-audit~~ ~~services to be provided to the Fund.~~

~~In addition, each Fund’s Audit Oversight Committeepre-approves~~ ~~annually any permittednon-audit~~ services (including audit-related services) to be provided by the independent registered public accounting firm to the Manager and any entity controlling, controlled by, or under common control with the Manager that provides ongoing services to the Fund (together, the “Accounting Affiliates”), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Fund. Although the Audit Oversight Committee does not~~pre-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 to 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~~

~~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

~~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.~~

~~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 than as set forth in the Notice. If any other business is properly brought before the Meeting, the persons named as proxies will vote in their sole discretion.

~~Quorum, Adjournments and Methods of Tabulation.~~A quorum for each of ~~NIE~~NFJ and ~~NFJ at the applicable Meeting~~NIE will consist of the presence in person (virtually) or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at ~~such~~the Annual Meeting, except that, where the Preferred Shares or Common Shares will vote as separate classes, then 30% of the shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. A quorum for each of NCV and NCZ at

the ~~applicable~~Annual Meeting will consist of the presence in person (virtually) or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at the Annual Meeting, except that, (i) where the Common Shares will vote as a separate class, then 30% of such Common Shares entitled to vote will be necessary to constitute a quorum for the transaction of business by such Common Shares and (ii) where the Preferred Shares will vote as a separate class, 30% of the votes represented by such Preferred Shares entitled to vote will be necessary to constitute a quorum for the transaction of business by such Preferred Shares, with each Preferred Share entitling its holder to one

vote per $25.00 in liquidation preference represented by such Preferred Share. (As of the date of this proxy statement, there are no matters expected to be presented at the Annual Meeting that will require Preferred Shares to vote as a separate class.) A quorum for ACV, CBH or AIO at its Meeting will consist of the presence in person (virtually) or by proxy of thirty-three andone-third percent (331⁄∕3%) of the total Shares of the Fund entitled to vote at such Meeting, except that, where the Preferred Shares or Common Shares will vote as separate classes, then 331⁄∕3% of the shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. A quorum for each of VGI and ZTR will be present to transact business if the holders of a majority of the outstanding common shares of that Fund entitled to vote at the Annual Meeting are present in person (virtually) or by proxy. A quorum for EDI will be present to transact business if the holders of 30% of the outstanding common shares of the Fund entitled to vote at the Annual Meeting are present in person (virtually) or by proxy.

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

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

Adjournment

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

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

Where the Common Shares will vote as a separate class, the affirmative vote of a plurality of Common Shares present in person (virtually) or by proxy at the session of the Annual Meeting to be adjourned will be necessary to adjourn the Annual Meeting with respect to such Common Shares. Where the Preferred Shares will vote as a separate class, the affirmative vote of a plurality of votes represented by the Preferred Shares present in person (virtually) or by proxy at the session of the Annual Meeting to be adjourned will be necessary to adjourn the Annual Meeting with respect to such Preferred Shares, with each Preferred Share of NCV and NCZ entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share. (As of the date of this proxy statement, there are no matters expected to be presented at the Annual Meeting that will require Preferred Shares to vote as a separate class.) The costs of any additional solicitation and of any adjourned session will be borne by the applicable Fund. Any proposals properly before the Annual Meeting for which sufficient favorable votes have been received by the time of the Annual Meeting will be acted upon and such action will be final regardless of whether the Annual Meeting is adjourned to permit additional solicitation with respect to any other proposal with respect to which a quorum has not been reached. In certain circumstances in which a Fund has received sufficient votes to approve a matter being recommended ~~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 by proxy or~~

VGI, EDI and ZTR

If a quorum is not present in person at the Meeting will be counted by persons appointed by NCV, NCZ, ACV, NIE, CBH, NFJ 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(virtually) or by proxy ~~including Shares represented by proxies~~at the time the Annual Meeting for VGI, EDI or ZTR is called to order, or there are not sufficient votes to approve a proposal, the chair of the Annual Meeting may, with respect to that ~~reflect abstentions~~proposal, adjourn the Annual Meeting if the chair determines that an adjournment and ~~“brokernon-votes”~~ (~~i.e.~~~~, shares held by brokers or nominees as~~further solicitation is reasonable and in the interest of shareholders. In determining whether to ~~which instructions have not been received from~~adjourn the ~~beneficial owners~~Annual Meeting, the following factors may be considered: the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further

solicitation and the information to be provided to shareholders with respect to the reasons for the solicitation.

ADDITIONAL INFORMATION ABOUT THE ANNUAL MEETING
AND THE FUNDS

Further Information About Voting and the Annual Meeting

Instructions regarding how to vote via telephone or the ~~persons entitled~~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 ~~vote~~match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, shares are voted in accordance with the ~~broker~~proxy card bearing the latest date.

In the event that the Funds solicit votes by having calls placed by officers or ~~nominee does not have~~employees of the ~~discretionary voting power on a particular matter). For a proposal requiring approval~~Funds and/or Adviser, or their affiliates, or representatives of a ~~plurality~~proxy solicitation firm, authorization to permit execution of ~~votes cast, such as~~proxies may be obtained by 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.~~

~~AllianzGI U.S. is sensitive to the health and travel concerns~~representatives of the ~~Funds’ Shareholders and~~proxy solicitation firm receiving telephonic instructions from shareholders of the ~~evolving recommendations from public health officials. Due to the difficulties arising fromCOVID-19,~~ ~~the Meeting~~Funds. Proxies that are obtained telephonically will be ~~conducted telephonically. Any Shareholder wishing~~recorded in accordance with procedures that the Funds believe are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined.

Only shareholders or their duly appointed proxy holders can attend (virtually) the Annual Meeting and any adjournment or postponement thereof. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions by ~~means of remote communication can do so. If you were a record holder of Fund shares as of~~visiting: www.meetnow.global/MAV29SY on May ~~14, 2020, pleasee-mail~~ ~~AST Fund Solutions, LLC (“AST”)~~22, 2023 at ~~attendameeting@astfinancial.com no later than 3:~~4:00 p.m. Eastern Time ~~on Wednesday, July 8, 2020 to register. Please include your Fund’s name~~and entering the control number found in the ~~subject line and provide~~shaded box of your ~~name and address in the body of the e-mail. AST will then e-mail you the conference call dial-in information and instructions for voting during the Meeting.~~ proxy card.

If you ~~held Fund~~hold your shares through an intermediary, such as a ~~broker-dealer,~~bank or broker, you must register in advance to attend the Annual Meeting virtually on the Internet. To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare. Requests for registration must be labeled as ~~of May 14, 2020,~~“Legal Proxy” and ~~you want to participate in the Meeting, please e-mail AST at attendameeting@astfinancial.com~~be received no later than 3:5:00 p.m. Eastern Time on ~~Wednesday, July 8, 2020~~May 17, 2023.

You will receive a confirmation of your registration by email after we receive your registration materials.

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

The online meeting will begin promptly at 4:00 p.m. Eastern Time. We encourage you to access the virtual meeting room prior to the start time leaving

ample time for the check in. Please ~~include~~follow the registration instructions as outlined in this proxy statement.

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

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

The Board has fixed the close of business on March 31, 2023, as the record date for the determination of shareholders of the Funds entitled to notice of, and ~~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),~~Annual Meeting. Shareholders of the ~~number of Fund shares you~~Funds on that date will be entitled to one vote on each matter to be voted on for each Share held and ~~your name~~a fractional vote with respect to each fractional Share with no cumulative voting rights. The Preferred Shareholders of each of NCV, NCZ and ~~e-mail address. You may forward an e-mail from your intermediary containing~~ACV will have equal voting rights (i.e., one vote per Share) with the ~~legal proxy or attach an image~~applicable Fund’s Common Shareholders and will vote together with Common Shareholders as a single class. As of the ~~legal proxy via e-mail to AST at attendameeting@astfinancial.com~~Record Date, NCV and ~~put “Legal Proxy” in the subject line. AST will then e-mail you the conference call dial-in information~~NCZ each had outstanding series of Cumulative Preferred Shares with liquidation preference of $25.00 per share and ~~instructions for voting during the Meeting.~~

~~In light~~ACV had outstanding series of ~~uncertainties relating toCOVID-19,~~ ~~the Funds reserve the flexibility to change the date, time, location or means~~MRP Shares with liquidation preference of ~~conducting the Meeting. In the event of such a change, the~~$25.00 per share.

Expenses and Proxy Solicitation

The Funds will ~~issue a press release announcing~~bear 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, and encourage you to check this website prior to the Meeting.

~~Reports to Shareholders.~~~~Below are the dates on or about which the Annual Reports to Shareholders for the most recently completed fiscal year~~expense 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~~


~~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 calling1-800-254-5197~~ ~~or by writing to the Funds at 1633 Broadway, New York, New York 10019.~~

~~Shareholder Proposals for~~ the Annual Meeting, including preparation, printing and mailing of the enclosed form of proxy, accompanying Notice of Annual Meeting and this Proxy Statement. Each Fund will bear its pro rata portion of such expenses based on its assets, except for mailing expenses, which are paid by each Fund based on its actual mailing expenses to its shareholders. Each Fund, upon request, will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the ~~2020-2021 Fiscal Year.~~ ~~It is currently anticipated~~beneficial owners of that ~~each~~ Fund’s ~~next annual meeting of Shareholders after~~Shares. In order to obtain the necessary quorum at the Meeting, ~~addressed in~~supplementary solicitation may be made by mail, telephone or personal interviews by officers or employees of the Funds and/or Adviser, or their affiliates, or representatives of a proxy solicitation firm. The Funds’ officers will not receive any additional compensation for such solicitation, though a proxy solicitation firm (if one is used) will. The Funds will bear 100% of solicitation costs, if any.

Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be ~~held~~mailed to a given address where two or more Shareholders share that address. The Proxy Statement is also available at
https://www.proxy-direct.com/vir-33238.

Advisers and Subadvisers

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

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

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

Administrator

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

Independent Auditors Fees

The aggregate fees paid to PwC or Deloitte in ~~July, 2021. Proposals~~each of ~~Shareholders intended~~the last two fiscal years in connection with each Fund’s annual audit were as follows:

Fund	Auditor		Fiscal Year Ended	Audit Fees			Audit- Related Fees*			Tax Fees**			All Other Fees
AIO		PwC	January 31, 2023		$	42,525		$	1,424		$	14,864		$	0
AIO		PwC	January 31, 2022		$	40,500		$	2,158		$	14,950		$	0
CBH		PwC	January 31, 2023		$	46,200		$	1,424		$	10,668		$	0
CBH		PwC	January 31, 2022		$	44,000		$	2,158		$	14,950		$	0
NCV		PwC	January 31, 2023		$	46,200		$	18,424		$	9,873		$	0
NCV		PwC	January 31, 2022		$	44,000		$	19,158		$	14,950		$	0
NCZ		PwC	January 31, 2023		$	46,200		$	18,424		$	7,779		$	0
NCZ		PwC	January 31, 2022		$	44,000		$	19,158		$	14,950		$	0
ACV		PwC	January 31, 2023		$	42,525		$	1,424		$	24,705		$	0
ACV		PwC	January 31, 2022		$	40,500		$	2,289		$	14,950		$	0
NFJ		PwC	January 31, 2023		$	42,525		$	1,424		$	27,717		$	0
NFJ		PwC	January 31, 2022		$	40,500		$	3,501		$	14,950		$	0
NIE		PwC	January 31, 2023		$	42,525		$	1,424		$	16,326		$	0
NIE		PwC	January 31, 2022		$	40,500		$	2,833		$	14,950		$	0
VGI		PwC	November 30, 2022		$	33,055		$	4,724		$	4,078		$	0
VGI		PwC	November 30, 2021		$	30,050		$	2,775		$	3,353		$	0
EDI		Deloitte	November 30, 2022		$	55,900		$	0		$	5,000		$	0
EDI		Deloitte	November 30, 2021		$	55,900		$	0		$	5,000		$	0
ZTR		PwC	November 30, 2022		$	33,055		$	4,724		$	4,078		$	1,500
ZTR		PwC	November 30, 2021		$	30,050		$	2,775		$	4,853		$	0

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

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

All of the services described in the table above were approved by the Funds’ Audit Committee pursuant to its policies and procedures.

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

Principal Shareholders

As of March 31, 2023, to the best of each Fund’s knowledge, no person beneficially owns more than five percent of the outstanding shares of each Fund’s Shares other than as listed in the below table. This information is primarily based on publicly available Schedule 13D and 13G disclosures filed with the SEC.

Title of Class	Name and Address of Beneficial Ownership	No. of Shares		Percent of Class
Common Shares of CBH	Punch & Associates Investment Management Inc. 7701 France Ave South, Suite 300 Edina MN 55435		1,142,879		6.26%
Common Shares of CBH	Morgan Stanley 1585 Broadway New York, NY 10036		1,012,010		5.54%
Cumulative Preferred Shares of NCV	RiverNorth Capital Management LLC 325 N. LaSalle Street, Suite 645 Chicago, IL 60654		331,750		8.29%(1)
Cumulative Preferred Shares of NCV	Louisiana Workers Compensation Corp 2237 South Acadian Thruway Baton Rouge LA 70808		306,046		7.65%(1)
Cumulative Preferred Shares of NCV	Fidelity National Financial, Inc., 601 Riverside Ave, Jacksonville, FL 32204		231,936		5.80%(1)
Cumulative Preferred Shares of NCV	Americo Financial Life & Annuity Ins PO Box 410288 Kansas City MO 64141-0288		215,000		5.38%(1)
Cumulative Preferred Shares of NCZ	Fidelity National Financial, Inc., 601 Riverside Ave, Jacksonville, FL 32204		475,000		10.89%(1)
Common Shares of NCZ	Morgan Stanley 1585 Broadway New York, NY 10036		5,817,736		7.64%
MRP Shares of ACV	Metropolitan Life Insurance Co/NY One MetLife Way Whippany, NJ 07981		1,200,000		100%

Title of Class	Name and Address of Beneficial Ownership	No. of Shares		Percent of Class
Common Shares of ACV	First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187		646,535		6.24%
Common Shares of NIE	Wells Fargo & Co 420 Montgomery Street San Francisco CA 94163		1,747,544		6.31%
Common Shares of NIE	First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187		1,420,006		5.12%
Common Shares of NFJ	Morgan Stanley 1585 Broadway New York, NY 10036		6,527,555		6.89%
Common Shares of VGI	SIT Investment Associates Inc 3300 IDS Center 80 South Eight Street Minneapolis MN 55402		1,037,563		9.17%
Common Shares of VGI	First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187		833,266		7.37%
Common Shares of EDI	First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187		1,502,636		15.02%
Common Shares of ZTR	SIT Investment Associates Inc 3300 IDS Center 80 South Eight Street Minneapolis MN 55402		5,495,498		8.01%
Common Shares of ZTR	RiverNorth Capital Management LLC 325 N. LaSalle Street, Suite 645 Chicago, IL 60654		4,100,163		5.98%

(1)

Because there are no proposals expected at ~~that annual meeting of a Fund must~~the Annual Meeting to be ~~received~~voted upon exclusively by the ~~applicable Fund no later than February 1, 2021~~holders of Preferred Shares, the Preferred Shares’ ownership percentages have been calculated as one vote per share.

Important Notice Regarding Internet Availability of Proxy Materials for ~~inclusion in~~Annual Meeting

This Proxy Statement, each Fund’s most recent Annual Report, the ~~Fund’s~~form of proxy ~~statement~~ and ~~proxy cards relating~~the Notice of Annual Meeting (the “Proxy Materials”) are available to ~~that meeting. The submission by a Shareholder of a proposal for inclusion in~~you on the ~~proxy materials does not guarantee that it~~Internet at https://www.proxy-direct.com/vir-33238. These Proxy Materials will be ~~included.~~available on the internet through the day of the Annual Meeting and any adjournments thereof.

No Dissenters’ Rights

Shareholders have no rights under applicable law or any Fund’s Charter and/or Bylaws to exercise dissenters’ rights of appraisal with respect to any of the matters to be voted upon at the Meeting.

Deadline for Shareholder ~~proposals are subject to certain requirements under the federal securities laws~~Proposals

AIO, CBH, NCV, NCZ, ACV, NFJ, NIE and ~~must be submitted in accordance with the applicable Fund’s Bylaws. Shareholders submitting any other~~EDI

Shareholder proposals ~~(including proposals to elect Trustee nominees) for a Fund~~ intended to be presented at the annual meeting ~~for the 2021-2022 fiscal year (i.e., other than those~~of shareholders of AIO, CBH, NCV, NCZ, ACV, NFJ, NIE and EDI to be ~~included~~held in ~~the Fund’s proxy materials)~~2024 must ~~ensure that such proposals are~~be received by the applicable Fund, in good order and complying with all applicable legal requirements and requirements set forth in the Fund’s Bylaws. Each Fund’s Bylaws provide that any such proposal must be received in writing by therespective Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which the Fund first mailed its proxy materials for the prior year’s Shareholder meeting; provided that, if, in accordance with applicable law, the upcoming Shareholder meeting is set for a date that is not within 30 days from the anniversarycommencement of the Fund’s prior Shareholder meeting, such proposal must be received by the later of the close of business on (i) the date 45 days prior to such upcoming Shareholder meeting date or (ii) the 10th business day following the date such upcoming Shareholder meeting date is first publicly announced or disclosed.

~~Assuming the next annual meeting is ultimately scheduled to be within 30 days of the July 9 anniversary~~mailing of this ~~year’s meeting,~~proxy statement, which means that such proposals must be received no ~~earlier~~later than ~~April 5, 2021~~5:00 p.m. Eastern Time, on March 3, 2024, in order to be considered for inclusion in the Fund’s Proxy Statement and form of Proxy relating to that meeting; provided, however, that in the event that the Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely must have been so delivered by the later of 5:00 p.m. Eastern Time on the 45th day prior to the date of such annual meeting or the tenth business day following the day on which public announcement of the date of such meeting is first made. Subject to the above, each of AIO’s, CBH’s, NCV’s, NCZ’s, ACV’s, NFJ’s, NIE’s and EDI’s Bylaws provide that if a shareholder of record entitled to vote desires to bring proposals (including Trustee nominations) before the annual meeting of shareholders to be held in 2024, written notice of such proposals as prescribed in the Bylaws must be received by the Fund’s Secretary, in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668, between February 17, 2024, and 5:00 p.m. Eastern Time on March 3, 2024.

VGI and ZTR

Shareholder proposals intended to be presented at the annual meeting of shareholders of VGI and ZTR to be held in 2024 must be received by the respective Fund not less than 120 days nor more than 150 days prior to the

first anniversary of the date of this proxy statement, which means that such proposals must be received no later than ~~April 20, 2021.~~5:00 p.m. Eastern Time, on December 13, 2023, in order to be considered for inclusion in the Fund’s Proxy Statement and form of Proxy relating to that meeting; provided, however, that in the event that the Annual Meeting is advanced or delayed by more than 30 days from the first anniversary of the date of the preceding year’s annual meeting, notice by the shareholder to be timely must have been so delivered not earlier than the 150th day prior to the date of such annual meeting and not later than 5:00 p.m. Eastern Time on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first made. Subject to the above, each of VGI’s and ZTR’s Bylaws provide that if a shareholder of record entitled to vote desires to bring proposals (including Trustee nominations) before the annual meeting of shareholders to be held in 2024, written notice of such proposals as prescribed in the Bylaws must be received by the Fund’s Secretary, in care of the Fund(s), at 101 Munson Street, Greenfield, MA 01301-9668, between November 13, 2023, and 5:00 p.m. Eastern Time on December 13, 2023.

For additional requirements, shareholders may refer to the Bylaws of each Fund, a current copy of which may be obtained without charge upon request from the Funds’ Secretary. If a ~~Shareholder who wishes~~Fund does not receive timely notice pursuant to ~~present a~~the Bylaws, the proposal ~~fails to notify the Fund within the dates described above, the proxies solicited for the meeting~~ will be ~~voted on~~excluded from consideration at the ~~Shareholder’s proposal, if it is properly~~meeting.

Other Matters

The management of the Funds knows of no other matters which are to be brought before the ~~meeting, in accordance with~~Annual Meeting. However, if any other matters not now known properly come before the ~~judgment~~Annual Meeting, it is the intention of the persons named in the enclosed form of 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~~to vote such proxy ~~rules. Shareholder proposals should be addressed to the attention of the Secretary of the applicable Fund, at the address of the principal~~

~~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~~

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

~~Statement of Purpose and Functions~~

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

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

~~Membership~~

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

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

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

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

~~Responsibilities and Duties~~

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

~~1. Determine the selection, retention or termination of the Fund’s IA based on an evaluation of their independence and the nature and performance of the audit and any permittednon-audit~~ services. Decisions by the Committee concerning the selection, retention or termination of the IA shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a) of the Investment

~~Company Act. The Fund’s IA must report directly to the Committee, which shall be responsible for resolution of disagreements between management and the IA relating to financial reporting.~~

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

~~Scope of Responsibility~~

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

~~Meetings~~

~~At least annually, the Committee shall meet separately with the IA and separately with the representatives of~~matters.

Very truly yours,

JENNIFER S. FROMM
Secretary

Virtus Artificial Intelligence & Technology Opportunities Fund ~~management responsible for the financial and accounting operations of the Fund. The Committee shall hold other regular or special meetings as and when it deems necessary or appropriate.~~

~~Outside Resources and Assistance from Management~~

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

~~Annual Evaluations~~

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

~~Adoption and Amendments~~

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

~~Appendix A~~

~~Funds Subject to this Charter~~

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

~~AllianzGI~~
Virtus Convertible & Income Fund ~~(“NCV”)~~

~~AllianzGI Convertible & Income Fund~~ II ~~(“NCZ”)~~

~~AllianzGI Diversified Income & Convertible Fund (“ACV”)~~

~~AllianzGI Equity & Convertible Fund (“NIE”)~~

~~AllianzGI~~

Virtus 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~~

~~of the Board of Trustees of~~

~~AllianzGI Equity~~
Virtus Diversified Income & Convertible ~~Income~~ Fund ~~(“NIE”)~~

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

~~AllianzGI Diversified Income~~
Virtus Equity & Convertible ~~Fund (“ACV”)~~

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

~~Dated March 21, 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 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 matters required to be discussed by Statements on Auditing Standard No. 1300 — Audit Communications (“SAS 1300”). SAS 1300 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 for~~non-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 such~~non-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 &~~
Virtus Global Multi-Sector Income Fund ~~II (“NCZ”)~~

~~AllianzGI Artificial Intelligence & Technology Opportunities~~
Virtus Stone Harbor Emerging Markets Total Income Fund ~~(“AIO”)~~

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

~~Dated~~
Virtus Total Return Fund Inc.

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 for~~non-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 such~~non-audit~~ ~~services was compatible with maintaining the independence of 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~~

11, 2023

~~YOUR~~EVERY VOTE IS IMPORTANT ~~NO MATTER HOW MANY SHARES YOU OWN.THE MATTERS WE ARE SUBMITTING FOR YOUR CONSIDERATION ARE SIGNIFICANT~~PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE ~~FUND~~BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Artificial Intelligence & Technology Opportunities Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Artificial Intelligence & Technology Opportunities Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. AIO_33238_041023 PLEASE MARK, SIGN, DATE AND ~~TO YOU AS A FUND SHAREHOLDER.~~ ~~PLEASE TAKE THE TIME TO READ~~RETURN THE PROXY ~~STATEMENT AND CAST~~CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t 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 – Common Shares~~ ~~YOUR SIGNATURE IS REQUIRED~~MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 1a, 1b and 1c. 1a. Election of Trustee (Class I): FOR ~~YOUR VOTE TO BE COUNTED.~~

WITHHOLD 01. Geraldine M. McNamara 1b. Election of Trustee (Class I): FOR WITHHOLD 01. R. Keith Walton 1c. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature ~~should be that of an authorized officer who should state his or her title.~~
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx AIO 33238 xxxxxxxx / /

~~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~~	O	O

	~~(02) Davey S. Scoon~~	O	O

~~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]~~

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

~~AllianzGI~~BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Convertible & Income 2024 Target Term Fund ~~– Preferred Shares~~

~~YOUR SIGNATURE IS REQUIRED FOR YOUR~~which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income 2024 Target Term Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE ~~TO BE COUNTED.~~VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. CBH_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.



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



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx CBH 33238 xxxxxxxx / /

~~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~~	O	O

	~~(02) Davey S. Scoon~~	O	O

	~~(03) James A. Jacobson~~	O	O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

I~~MPORTANT 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~~BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of common stock of Virtus Convertible & Income Fund ~~II – Common Shares~~

~~YOUR SIGNATURE IS REQUIRED FOR YOUR~~which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE ~~TO BE COUNTED.~~VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCV_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.



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



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx NCV 33238 xxxxxxxx / /

~~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~~		O	O

	~~(02) Davey S. Scoon~~		O	O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

~~AllianzGI~~BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of preferred stock of Virtus Convertible & Income Fund ~~II – Preferred Shares~~

~~YOUR SIGNATURE IS REQUIRED FOR YOUR~~which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Convertible & Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE ~~TO BE COUNTED.~~VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. NCV_33238_041023_Pref PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.



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



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx NCV 2 33238 xxxxxxxx / /

~~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~~		O	O

	~~(02) Davey S. Scoon~~		O	O

	~~(03) James A. Jacobson~~		O	O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Diversified Income & Convertible Fund – Common Shares~~ ~~YOUR SIGNATURE IS REQUIRED~~MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 4a, 4b and 4c. 4a. Election of Trustee (Class II) FOR ~~YOUR VOTE TO BE COUNTED.~~

WITHHOLD 01. George R. Aylward 4b. Election of Trustee (Class II): FOR WITHHOLD 01. Deborah A. DeCotis 4c. Election of Trustee (Class II): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature ~~should be that of an authorized officer who should state his or her title.~~
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx NCZ 33238 xxxxxxxx / /

~~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~~		O	O

	~~(02) Thomas J. Fuccillo~~		O	O

	~~(03) James S. MacLeod~~		O	O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

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

BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Diversified Income & Convertible Fund – Preferred Shares~~ EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR ~~SIGNATURE IS REQUIRED~~CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 4a, 4b and 4c. 4a. Election of Trustee (Class II) FOR ~~YOUR VOTE TO BE COUNTED.~~

WITHHOLD 01. George R. Aylward 4b. Election of Trustee (Class II): FOR WITHHOLD 01. Deborah A. DeCotis 4c. Election of Trustee (Class II): FOR WITHHOLD 01. Philip R. McLoughlin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature ~~should be that of an authorized officer who should state his or her title.~~
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx NCZ 2 33238 xxxxxxxx / /

~~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~~		O	O

	~~(02) Thomas J. Fuccillo~~		O	O

	~~(03) James S. MacLeod~~		O	O

	~~(04) James A. Jacobson~~		O	O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Equity & Convertible Income Fund – Common Shares~~ ~~YOUR SIGNATURE IS REQUIRED~~MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 5a, 5b, 5c and 5d. 5a. Election of Trustee (Class I): FOR ~~YOUR VOTE TO BE COUNTED.~~

WITHHOLD 01. Geraldine M. McNamara 5b. Election of Trustee (Class II): FOR WITHHOLD 01. George R. Aylward 5c. Election of Trustee (Class II): FOR WITHHOLD 01. F. Ford Drummond 5d. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature ~~should be that of an authorized officer who should state his or her title.~~
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx ACV 33238 xxxxxxxx / /

~~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~~		O	O

	~~(02) William B. Ogden, IV~~		O	O

	~~(03) Alan Rappaport~~		O	O

	~~(04) Davey S. Scoon~~		O	O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Dividend, Interest & Premium Strategy Fund – Common Shares~~ EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR ~~SIGNATURE IS REQUIRED~~CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 5a, 5b, 5c and 5d. 5a. Election of Trustee (Class I): FOR ~~YOUR VOTE TO BE COUNTED.~~

WITHHOLD 01. Geraldine M. McNamara 5b. Election of Trustee (Class II): FOR WITHHOLD 01. George R. Aylward 5c. Election of Trustee (Class II): FOR WITHHOLD 01. F. Ford Drummond 5d. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature ~~should be that of an authorized officer who should state his or her title.~~
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx ACV 2 33238 xxxxxxxx / /

~~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~~		O	O

	~~(02) F. Ford Drummond~~		O	O

	~~(03) Alan Rappaport~~		O	O

	~~(04) Davey S. Scoon~~		O	O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Convertible & Income 2024 Target Term Fund – Common Shares~~ EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR ~~SIGNATURE IS REQUIRED~~CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 6a, 6b, and 6c. 6a. Election of Trustee (Class III) FOR ~~YOUR VOTE TO BE COUNTED.~~

WITHHOLD 01. Sarah E. Cogan 6b. Election of Trustee (Class III): FOR WITHHOLD 01. F. Ford Drummond 6c. Election of Trustee (Class III): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the ~~proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate~~full title under the ~~capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation,~~signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature ~~should be that of an authorized officer who should state his or her title.~~
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~within the box Scanner bar code xxxxxxxxxxxxxx NFJ 33238 xxxxxxxx / /

~~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~~	O	O

	~~(02) Davey S. Scoon~~	O	O

	~~(03) Deborah A. DeCotis~~	O	O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON JULY 9, 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~that 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 adjournmen~~~~t thereof~~.

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

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Artificial Intelligence & Technology Opportunities Fund – Common Shares~~ EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR ~~SIGNATURE IS REQUIRED~~CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 7a, 7b, and 7c. 7a. Election of Trustee (Class I) FOR ~~YOUR VOTE TO BE COUNTED.~~

WITHHOLD 01. Geraldine M. McNamara 7b. Election of Trustee (Class I): FOR WITHHOLD 01. R. Keith Walton 7c. Election of Trustee (Class I): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx NIE 33238 xxxxxxxx / /

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



	~~SIGNATURE (IF HELD JOINTLY) DATE~~scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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


		~~(01) Hans W. Kertess~~EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS STONE HARBOR EMERGING MARKETS TOTAL INCOME FUND JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Stone Harbor Emerging Markets Total Income Fund which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Trustees of Virtus Stone Harbor Emerging Markets Total Income Fund. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. EDI_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

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


		~~(02) William B. Ogden, IV~~EVERY VOTE IS IMPORTANT PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: Please detach at perforation before mailing. PROXY CARD VIRTUS TOTAL RETURN FUND INC. JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 22, 2023 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS. The undersigned hereby appoints Jennifer Fromm, George R. Aylward and Julia Short, and each of them with full power of substitution and revocation, as proxies to represent the undersigned at the Joint Annual Meeting of Shareholders to be held virtually at the following Website: www.meetnow.global/MAV29SY on May 22, 2023 at 4:00 p.m. Eastern Time and at any and all adjournments thereof (the “Meeting”), to vote all shares of Virtus Total Return Fund Inc. which the undersigned would be entitled to vote, with all powers the undersigned would possess if personally present, in accordance with the instructions indicated herein. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. This proxy is solicited on behalf of the Board of Directors of Virtus Total Return Fund Inc. This proxy card when properly executed will be voted in the manner directed herein by the undersigned shareholder, and in the discretion of such proxies, upon any and all other matters as may properly come before the Meeting or any adjournment thereof. If no direction is made, this proxy will be voted “FOR” the Proposals. The undersigned hereby acknowledges receipt of the accompanying Notice of Joint Annual Meeting and Joint Proxy Statement for the Meeting. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 To change the address on your account, please check the box at right and indicate your new address in the address space below. Please note that changes to the registered name(s) on the account may not be submitted via this method. ZTR_33238_041023 PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY IN THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code VOTE BY MAIL Vote, sign and date this Proxy Card and return in the postage-paid envelope VOTE ON THE INTERNET Log on to: www.proxy-direct.com or scan the QR code Follow the on-screen instructions available 24 hours VOTE BY PHONE Call 1-800-337-3503 Follow the recorded instructions available 24 hours VIRTUAL MEETING at the following Website: www.meetnow.global/MAV29SY on May 22 at 4:00 p.m. Eastern Time To participate in the Virtual Meeting, enter the 14-digit control number from the shaded box on this card.

	O		O

~~(03) Alan Rappaport~~EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Directors recommends a vote “FOR” the following nominees in proposals 10a, 10b, 10c and 10d. 10a. Election of Director (Class III): FOR WITHHOLD 01. Connie D. McDaniel 10b. Election of Director (Class III): FOR WITHHOLD 01. Geraldine M. McNamara 10c. Election of Director (Class III): FOR WITHHOLD 01. R. Keith Walton 10d. Election of Director (Class III): FOR WITHHOLD 01. Brian T. Zino 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx ZTR 33238 xxxxxxxx / /		O		O

~~(04) Davey S. Scoon~~		O		O

~~You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.~~

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


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


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


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


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


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