(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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ALLIANZGI
ALLIANZGI CONVERTIBLE & INCOME FUND
ALLIANZGI CONVERTIBLE & INCOME FUND II
ALLIANZGI
ALLIANZGI
ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND
ALLIANZGI
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NOTICE OF JOINT ANNUAL MEETINGS OF
SHAREHOLDERS TO BE HELD ON JULY 9, 2020
ALLIANZGI
ALLIANZGI CONVERTIBLE & INCOME FUND
ALLIANZGI CONVERTIBLE & INCOME FUND II
ALLIANZGI
ALLIANZGI
ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND
ALLIANZGI
1633 Broadway
New York, New York 10019
Notice is hereby given, that jointthe Joint Annual MeetingsMeeting of Shareholders (each, a “Meeting”) of the Funds (the “Annual Meeting”) will be held telephonically via conference call on Thursday, July 9, 2020, with theMay 22, 2023 at 4:00 p.m. Eastern Time. The Annual Meeting towill be held in a virtual meeting format only and will be conducted exclusively by webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting:
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The Board of TrusteesZTR 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.
| | IMPORTANT: | | |
| Shareholders are cordially invited to attend the Annual Meeting (virtually). In order | | |
| | | Registrations | | | Valid Signature | |
| | (1) ABC Corp | | | (1) ABC Corp | | |
(2) ABC Corp | | | (2) John Doe, Treasurer | | |||
(3) ABC Corp. c/o John Doe, Treasurer | | | (3) John Doe | | |||
| (4) ABC Corp. Profit Sharing Plan | | | (4) John Doe, Trustee | | ||
Partnership Accounts | | | (1) The XYZ partnership | | | (1) Jane B. Smith, Partner | |
| (2) Smith and Jones, limited partnership | | | (2) Jane B. Smith, General Partner | | ||
Trust Accounts | | | (1) ABC Trust | | | (1) John Doe, Trustee | |
| (2) Jane B. Doe, Trustee u/t/d 12/28/78 | | | (2) Jane B. Doe | | ||
Custodial or Estate Accounts | | | (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA | | | (1) John B. Smith | |
| (2) Estate of John B. Smith | | | (2) John B. Smith, Jr., Executor | |
New York, New York
June 4, 2020
AllianzGI U.S. is sensitive to
In light of uncertainties relating toCOVID-19, the Funds reserve the flexibility to change the date, time, location or means of conducting the Meeting. In the event of such a change, the Funds will issue a press release announcing the change and file the announcement on the SEC’s EDGAR system, among other steps, but may not deliver additional soliciting materials to Shareholders or otherwise amend the Funds’ proxy materials. Although no decision has been made, the Funds may consider imposing additional procedures or limitations on Meeting attendees, subject to any restrictions imposed by applicable law. The Funds plan to announce these changes, if any, at http://us.allianzgi.com/closedendfunds, andmeeting. We encourage you to check this websiteaccess the meeting room virtually prior to the Meeting.
It is important that your shares be represented atstart time. A link on the applicable Meeting, telephonicallyvirtual 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 proxymay 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.
ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND (“AIO”)
ALLIANZGI CONVERTIBLE & INCOME FUND (“NCV”)
ALLIANZGI CONVERTIBLE & INCOME FUND II (“NCZ”)
ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND (“CBH”)
ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND (“ACV”)
ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND (“NIE”)
ALLIANZGI DIVIDEND, INTEREST & PREMIUM STRATEGY FUND (“NFJ”)
1633 Broadway
New York, New York 10019
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF
STATEMENT
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
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held at 10:00 A.M., Eastern Time, for NCV, NCZattend 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 ofvisiting: 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 nameand entering the control number found in the subject line and provideshaded box of your name and address inproxy card. You will not be able to attend the body of the e-mail. AST will then e-mailmeeting physically.
Eachbe 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 Board of each Fund has fixed the close of businessvisiting: www.meetnow.global/MAV29SY on May 14, 202022, 2023 at 4:00 p.m. Eastern Time and entering the control number found in the shaded box of your proxy card.
At the Meeting,
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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 ACVthe Funds will have equal voting rights (
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 |
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| | | 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 | | |
NCV:
Theelect 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.
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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
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You may vote by mail by returning a properly executed proxy card, by Internet by going to the website listed on the proxy card, 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 calling1-877-361-7971 on any business day.
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As of the Record Date, the Trustees, nominees and officers of each Fund, 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:
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PROPOSAL: ELECTION OF TRUSTEES
In accordance with each of the Fund’s Amended and Restated Agreement and Declarations of Trust (each, a “Declaration”), the Trustees have been divided into the following three classes (each, a “Class”): Class I, Class II and Class III. Each Fund’s Governance and Nominating Committee has recommended the nominees listed herein for election or re-election, as the case may be, as Trustees by the Shareholders of the Funds.
NCV.With respect to NCV, the term of office of the Class II Trustees will expire at the Meeting; the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 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 forre-election by the Common and Preferred Shareholders, voting10d, 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
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for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2022 through February 28, 2023). Currently, Deborah A. DeCotis, James A. Jacobson and Davey S. Scoon are Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. DeCotis and Mr. Scoon forre-election by the Common and Preferred Shareholders, voting as a single class, as Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Mr. Jacobson forre-election by the Preferred Shareholders as a Class II Trustee. Consistent with the Fund’s Declaration, ifre-elected the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, ifre-elected at the Meeting, Ms. DeCotis and Messrs. Jacobson and Scoon will serve terms consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023- 2024 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2023 through February 29, 2024).
ACV.With respect to ACV, the term of office of the Class II Trustees will expire at the Meeting; the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022); and the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2022 through January 31, 2023). Currently, F. Ford Drummond, Thomas J. Fuccillo, James A. Jacobson and James S. MacLeod are Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Messrs. Drummond, Fuccillo and MacLeod forre-election by the Common and Preferred Shareholders, voting as a single class, as Class II Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Mr. Jacobson forre-election by the Preferred Shareholders as a Class II Trustee. Consistent with the Fund’s Declaration, ifre-elected the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, ifre-elected at the Meeting, Messrs. Drummond, Fuccillo, Jacobson and MacLeod will serve terms consistent with the Class II Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023- 2024 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2023 through February 29, 2024).
NIE.With respect to NIE, the term of office of the Class I Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022); and the term of office of the Class III Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2022 through January 31, 2023). Currently, Hans W. Kertess, William B. Ogden, IV, Alan Rappaport and Davey S. Scoon are Class I Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Messrs. Kertess, Ogden, Rappaport and Scoon forre-election
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as Class I Trustees. Consistent with the Fund’s Declaration, ifre-elected or elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, ifre-elected at the Meeting, Messrs. Kertess, Ogden, Rappaport and Scoon will serve a term consistent with the Class I Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2023 through January 31, 2024).
NFJ.With respect to NFJ, the term of office of the Class III Trustees will expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2021 through January 31, 2022); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2022 through January 31, 2023). Currently, Sarah E. Cogan, F. Ford Drummond, Alan Rappaport and Davey S. Scoon are Class III Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. Cogan and Messrs. Drummond, Rappaport and Scoon forre-election as Class III Trustees. Consistent with the Fund’s Declaration, ifre-elected, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, ifre-elected at the Meeting, Ms. Cogan and Messrs. Drummond, Rappaport and Scoon will serve terms consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from February 1, 2023 through January 31, 2024).
CBH.With respect to CBH, the term of office of the Class III Trustees will expire at the Meeting; the term of office of the Class I Trustees will expire at the annual meeting of Shareholders for the 2021-2022 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2021 through February 28, 2022); and the term of office of the Class II Trustees will expire at the annual meeting of Shareholders for the 2022-2023 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2022 through February 28, 2023). Currently, Sarah E. Cogan, Deborah A. DeCotis and Erick R. Holt are Class III Trustees. Upon the recommendation of the Governance and Nominating Committee, the Board is nominating Ms. Cogan and Mr. Holt forre-election as Class III Trustees and Ms. DeCotis for election as a Class III Trustee. Consistent with the Fund’s Declaration, ifre-elected or elected, as applicable, the nominees shall hold office for terms coinciding with the Classes of Trustees to which they have been designated. Therefore, ifre-elected or elected at the Meeting, as applicable, Mses. Cogan and DeCotis and Mr. Holt will serve a term consistent with the Class III Trustees, which will expire at the Fund’s annual meeting of Shareholders for the 2023-2024 fiscal year (i.e., the annual meeting held during the fiscal year running from March 1, 2023 through February 29, 2024).
AIO.With respect to AIO, the term of office of the Class I Trustees will expire at the Meeting; the term of office of the Class II Trustees will expire at the annual meeting of
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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).
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Under this classified Board structure, generally only those Trustees in a single Class may be replaced in any one year, and it would require a minimum of two years to change a majority of the Board under normal circumstances. This structure, which may be regarded as an “anti-takeover” provision, may make it more difficult for a Fund’s Shareholders to change the majority of Trustees of the Fund, and thus promotes the continuity of management.
applicable.
current Trustees and Officers
the 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, theindicated by an asterisk (*). Independent Trustees have all powers necessary and convenient to carry out this responsibility, including the election and removal of the Fund’s officers.
Board Leadership Structure— Assuming the nominees are elected as proposed, the Board of Trustees will consist of eleven Trustees, nine of whomthose who are not “interested persons” (within the meaning of(as defined in Section 2(a)(19) of the Investment Company Act of 1940, Act)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”)
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 | |
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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 continueNIE. Prior to serveJuly 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 continuesubadviser to serve as Vice Chair of the Board of each Fund. Ifre-elected by Shareholders of NCV, NCZ, NIE and NFJ, and elected by the Shareholders if AIO, Mr. Scoon will continue to serve as the Vice Chair of the Board of each Fund.
The Board of Trustees of each Fund meets regularly four times each year to discuss and consider matters concerning the Funds, and also holds special meetings to address matters arising between regular meetings. The Independent Trustees regularly meet outside the presence of management and are advised by independent legal counsel. Regular meetings generally take placein-person; other meetings may take placein-person or by telephone.
The Board of Trustees has established six standing Committees to facilitate the Trustees’ oversight of the management of each Fund: the Audit Oversight Committee, the Compliance Committee, the Contracts Committee, the Governance and Nominating Committee, the Performance Committee and the Valuation Committee. The functions and role of each Committee are described below under “— Board Committees and Meetings.” The membership of each Committee includes, at a minimum, all of the current Independent Trustees, which the Board believes allows them to participate in the full range of the Board’s oversight duties.
The Board reviews its leadership structure periodically and has determined that this leadership structure, including an Independent Chair, a supermajority of Independent Trustees and having Independent Trustees serve as Committee Chairs, is appropriate in light of the characteristics and circumstances of each Fund. In reaching this conclusion, the Board considered, among other things, the predominant role of the Manager in theday-to-day management of Fund affairs, the extent to which the work of the Board is conducted through the Committees, the number of portfolios that comprise the Fund Complex (as defined in the instructions to Schedule 14A), the variety of asset classes those portfolios include, the net assets of each Fund and the Fund Complex and the management and other service arrangements of each Fund and the Fund Complex. The Board also believes that its structure, including the presence of two Trustees who are executives with one or more Manager-affiliated entities (which would continue to be the case for all Funds, if Mr. Holt isre-elected to serve as Trustee of CBH, and if Mr. Fuccillo isre-elected to serve as Trustee of ACV), facilitates an efficient flow of information concerning the management of each Fund to the Independent Trustees.
Risk Oversight— Each of the Funds has retained the Manager to provide investment advisory services, administrative services, and is responsible for the management of risks that may arise from Fund investments and operations. Some employees of the Manager and its affiliates serve as the Funds’ officers, including, but
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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 andas-needed basis, relating to the Funds’ activities and to the actual and potential risks of the Funds. These include, among others, reports and presentations on investment risks, custody and valuation of Fund assets, compliance with applicable laws, the Funds’ financial accounting and reporting and the Board’s oversight of risk management functions. In addition, the Performance Committee of the Board meets periodically with the individual portfolio managers of the Funds or their delegates to receive reports regarding the portfolio management of the Funds and their performance, including their investment risks. In the course of these meetings and discussions with the Manager, the Board has emphasized the importance of maintaining vigorous risk-management programs and procedures with respect to the Funds.
In addition, the Board has appointed a Chief Compliance Officer (“CCO”). The CCO oversees the development of compliance policies and procedures that are reasonably designed to minimize the risk of violations of the federal securities laws (“Compliance Policies”). The CCO reports directly to the Independent Trustees, interacts with individuals within the Manager’s organization, including its Head of Risk Management, and provides presentations to the Board at its quarterly meetings and 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
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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) | | | ||||||||||||
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| | | | | | | | | Alternative Solutions Trust (2 portfolios); Director (since 2014) closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director, Avista Corp. (energy company) (since 2011); Trustee, Goldman Sachs Fund Complex (2010 to 2014); and Director, BlackRock Luxembourg and Cayman Funds (2006 to 2010). | | ||||
Cogan, Sarah E. YOB: 1956
Portfolios Overseen: 103 | | | Class III Trustee of AIO since 2019, term expires at the 2025 Annual Meeting Class III Trustee of CBH since 2019, nominee for term expiring 2026 Class II
Class I
Class III
Class III Trustee of NFJ Class III
Class
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| | Retired Partner, Simpson Thacher & Bartlett LLP (“STB”) (law firm) | | 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 |
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.
| | | Class III
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
Class III
Class II
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| 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) | | | 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 | |
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 | | | 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 | | 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 |
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Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | | ||||||||||||||
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| | | since 2015, term expires at the 2024 Annual Meeting Class III Trustee of NCZ Class II Trustee of ACV since 2015, nominee for term expiring 2026 Class III
Class II Trustee of NIE 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
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Interested Trustees(1)
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| Board Member (February 2021 to June 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2021), Virtus Global |
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Securities Ownership
For each Trustee/Nominee, the following table discloses the dollar range of equity securities beneficially owned by the Trustee/Nominee in the Funds, and on an aggregate basis, as of the Record Date, in any registered investment companies overseen by the Trustee/Nominee within the “family of investment companies” 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
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table includes securities in which the Trustees/ Nominees hold an economic interest through their deferred compensation plan. See “Trustees’ Compensation” below.
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Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Trustee During the Past Five Years | | |
| | | Class 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, | ||||
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Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Trustee During the Past Five Years | | ||||
| | | Meeting Class III 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 & | | |||
YOB: 1951 Portfolios Overseen: 106 | | Class I Trustee of AIO since 2023, nominee for term expiring 2026 Advisory Board Member of NCV since 2023, nominee for Class I Trustee of NCV for term expiring 2025 Advisory Board Member of ACV since 2023, nominee for Class I Trustee of ACV for term expiring 2025 Class I Trustee of NIE since 2023, nominee for term expiring 2026 Class I Trustee of VGI since 2020, term expires | |||||||||||
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Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Trustee During the Past Five Years | | |
| | at the 2025 Annual Meeting Class III Trustee of EDI since 2022, term expires at the 2025 Annual Meeting Class III Director of ZTR since 2020, nominee for term expiring 2026 Advisory Board Member of CBH, NCZ, and NFJ since 2023 | | | | | Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Director (2020 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Director (since 2020), Virtus Total Return Fund Inc.; Trustee (since 2020), Virtus Global Multi-Sector Income Fund; Trustee (since 2016) Virtus Alternative Solutions Trust (2 portfolios); Trustee (since 2015), Virtus Variable Insurance Trust (8 portfolios); Director (since 2003), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); and Trustee (since 2001), Virtus Mutual Fund Family (57 portfolios). | | ||
Walton, R. Keith YOB: 1964 Portfolios Overseen: 103 | | | Class I Trustee of AIO since 2022, nominee for term expiring 2026 Class II Trustee of NCV since 2022, nominee for term expiring 2026 Class II Trustee of ACV since 2022, nominee for term expiring 2026 Advisory Board Member of NFJ since 2022, | | | Senior Adviser (since 2022), Brightwood Capital LLC; Venture and Operating Partner (since 2020), Plexo Capital, LLC; Venture Partner (since 2019) and Senior Adviser (2018 to 2019), Plexo, LLC; and | | | Trustee (since 2022) and Advisory Board Member (January 2022 to July 2022), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income Fund and Virtus Equity & Convertible Income Fund; Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Trustee During the Past Five Years | |
| | | nominee for Class III Trustee of NFJ for term expiring 2026 Class I Trustee of NIE since 2022, nominee for term expiring 2026 Class I Trustee of VGI since 2020, term expires at the 2025 Annual Meeting Class I Trustee of EDI since 2022, nominee for term expiring 2026 Class III Director of ZTR since 2020, nominee for term expiring 2026 Advisory Board Member of CBH and NCZ since 2022 | | | Partner (since 2006), Global Infrastructure Partners. Formerly, Managing Director (2020 to 2021), Lafayette Square Holding Company LLC; Senior Adviser (2018 to 2019), Vatic Labs, LLC; Executive Vice President, Strategy (2017 to 2019), Zero Mass Water, LLC; and Vice President, Strategy (2013 to 2017), Arizona State University. | | | Harbor Emerging Markets Total Income Fund; Trustee (since 2022), Virtus Diversified Income & Convertible Fund; Advisory Board Member (since 2022), Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund II and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (57 portfolios); Director (since 2017), certain funds advised by Bessemer Investment Management LLC; Director (2016 to 2021), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (2006 to 2019), Systematica Investments Limited Funds; Director (2006 to 2017), BlueCrest Capital Management Funds; Trustee (2014 to 2017), AZ | |
Name, Year of Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) | | | Term of Office and Length of Time Served(3) | | | Principal Occupation(s) During Past Five Years | | | Other Directorships/ Trusteeships Held by Trustee During the Past Five Years | |
| | | | | | | Service; Director (since 2004), Virtus Total Return Fund Inc.; and Director (2004 to 2019), the former Virtus Total Return Fund Inc. | | ||
YOB: 1952 Portfolios Overseen: 103 | | Class I Trustee of AIO since 2022, nominee for term expiring 2026 Class I Trustee of CBH since 2022, term expires at the 2024 Annual Meeting Class III Trustee of NCV since 2022, term expires at the 2024 Annual Meeting Class I Trustee of NCZ since 2022, term expires at the 2025 Annual Meeting Class I Trustee of ACV since 2022, term expires at the 2025 Annual Meeting Class I Trustee of NFJ since 2022, term expires at the 2024 Annual Meeting Class I Trustee of NIE since 2022, nominee for term expiring 2026 Class I Trustee of VGI since 2020, term expires at the 2025 Annual Meeting Class II Trustee of EDI since 2022, term expires at the 2024 Annual | | Retired. Various roles (1982 to 2009), J. & W. Seligman & Co. Incorporated, including President (1994 to 2009). | | | Trustee (since 2022), Virtus Stone Harbor Emerging Markets Income Fund and Virtus Stone Harbor Emerging Markets Total Income Fund; Trustee (since 2021), The Merger Fund®, The Merger Fund® VL, Virtus Event Opportunities Trust (2 portfolios), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (8 portfolios); Trustee (since 2022) and Advisory Board Member (2021), Virtus Artificial Intelligence & Technology Opportunities Fund, Virtus Convertible & Income 2024 Target Term Fund, Virtus Convertible & Income Fund, Virtus Convertible & Income Fund II, Virtus Diversified Income & Convertible Fund, Virtus Equity & Convertible Income Fund, and Virtus Dividend, Interest & Premium Strategy Fund; Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (57 portfolios); Director (2016 to 2021), Duff | |
Birth and Number of Portfolios in Funds Complex Overseen by Trustee(1)(2) |
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| | | 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 | |
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. | |
Trustees’ Compensation
Each of the Independent Trustees and Nominees also serve as a trustee of Allianz Funds, AllianzGI Institutional Multi-Series Trust (“IMST”) and Allianz Funds Multi-Strategy Trust (“MST”) (each, an “Allianz-SponsoredOpen-End Fund,” and collectively with the Funds, the “Allianz-Sponsored Funds”). In addition, each of Messrs. Jacobson, Kertess, Ogden and Rappaport and Mses. Cogan and DeCotis serves as a trustee or director of a number ofclosed-end andopen-end funds for which Allianz Global Investors Fund Management LLC (“AGIFM”) previously served as
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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
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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) forAct, 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, NIEultimate parent company of the Advisers, Newfleet, Stone Harbor, Duff & Phelps and NFJ Group, and February 29, 2020various positions with its affiliates.
Independent Trustees (1)
Name of Trustee/ | 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 |
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The Funds have no employees.
TrusteeNominee Qualifications—
Fund or its service providers. In respect of each current Trustee and Trustee Nominee, the individual’s substantial professional accomplishments and prior experience, including, in some cases, in fields related to the operations of the Funds,Fund, were a significant factor in the determination by the Board that the individual is qualified toshould serve as a Trustee of the Funds. The followingFund.
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contributed to the Board’s conclusion that an individual is qualified toshould serve on the Board. References to the qualifications, experiencesattributes and skills areof a Trustee and Trustee Nominee do not intendedconstitute 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”).
Advisers and their affiliates.
Ms. Cogan is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.
closed-end funds managed by the Advisers and their affiliates.
Thomas Mr. Drummond is also a director/trustee of open-end and closed-end funds managed by the Advisers and their affiliates.
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.
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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 onincluding in response to changes in circumstances or the board of Sykes Enterprises, Inc. He also has experience in thenon-profit sector overseeing the endowmentcharacteristics of the UniversityFunds.
William B. Ogden, IV — Mr. Ogden has substantialBoard, a committee, the Chair or a senior executive experience inofficer.
Alan Rappaport — Mr. Rappaport has substantial senior executive experience in the financial services industry. He formerly served as Chairman and Presidentperformance of the private banking divisionFunds. In addition, the portfolio managers of Bankthe Funds and representatives of Americathe Subadvisers meet with the Board periodically to discuss portfolio performance and as Vice Chairmananswer the Board’s questions with respect to portfolio strategies and risks.
Davey S. Scoon — Mr. Scoon has many years of senior executive experience inannual 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 financeBoard. The CCO, as well as experiencethe 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 officerappropriate for certain of public companies. He served as Chief Administrativethe Funds’ service providers. The compliance policies and Financial Officer for Tom’sprocedures are specifically designed to detect and prevent violations of Mainethe federal securities laws.
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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.
NIE
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 ManagerAdviser and entities in a control relationship with the ManagerAdviser 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 memberThe 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 OversightCommittee 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 independencecurrently composed entirely of Independent Trustees, who are also considered “independent” for audit committee members is defined inpurposes of the currently applicable listing standards of the NYSE, on whichNew 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 SharesAudit 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.
TheFund. Four meetings of the Audit Committees of AIO, CBH, NCV, NCZ, ACV, NFJ and NIE were held during the year ended January 31, 2023.
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
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Contracts Committee.Eacheach 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, RappaportIndependent 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. CoganNIE only); and DeCotis, each of whomBrian 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.
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
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Governance and Nominating Committee deems appropriate. The Governance and Nominating Committee may, but is not required to, retain a third-party search firm at the Funds’ expense to identify potential candidates.
Consideration of Candidates Recommended by Shareholders.The Governance and Nominating Committee of each Fund will review and consider nominees recommended by Shareholders to serve as Trustee, provided that the recommending Shareholder follows the “Procedures for Shareholders to Submit Nominee Candidates for the Allianz Global Investors U.S. SponsoredClosed-End Funds,” which are set forth as Appendix A to each Fund’s Governance and Nominating Committee Charter. Among other requirements, these procedures provide that the recommending Shareholder must submit any recommendation in writing to the Fund, to the attention of the Fund’s Secretary, at the address of the principal executive offices of the Fund. Among other requirements, these procedures provide that the recommending Shareholder must submit any recommendation in writing to the Fund, to the attention of the Fund’s Secretary, at the address of the principal executive offices of the Fund and that such submission must be received at such offices not less than 45 days nor more than 75 days prior to the date of the Board or Shareholder meeting at which the nominee would be elected. Any recommendation must include certain biographical and other information regarding the candidate and the recommending Shareholder, and must include a written and signed consent of the candidate to be named as a nominee and to serve as a Trustee if elected. The foregoing description of the requirements is only a summary. Please refer to the Governance and Nominating Committee Charter, available athttps://us.allianzgi.com/documents/Nominating-Committee-Charter.
The Governance and Nominating Committee has full discretion to reject nominees recommended by Shareholders, and there is no assurance that any such person properly recommended and considered by the Committee will be nominated for election to the Board of each Fund.
Performance Committee.Each Fund’s Performance Committee is currently composed of all Trustees. Mr. MacLeod is the current Chair of each Fund’s Performance Committee. The Performance Committee’s responsibilities includeresponsible 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 CommitteeNIE 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 valuePerformance Committee for CBH, NCV, NCZ, ACV and NFJ and Mr. Walton also is an Advisory Member of each Fund’s portfolio securities on behalfthe Performance Committee for CBH, NCZ and NFJ. Four meetings of each Fund’s Board in accordance with the Funds’ valuation procedures. The Valuation Committee reviewsPerformance 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
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regarding fair value and liquidity determinations made pursuant to Board-approved procedures, and makes related recommendations to the full Board and assists the full Board in resolving particular fair valuation and other valuation matters.
Meetings.
With respect to NCV,NIE were held during the fiscal year ended February 29, 2020,January 31, 2023.
WithNovember 30, 2022.
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 | | |
With respectJanuary 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
With respect toin 2023.
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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.
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(i) provide a copy of each properly submitted Shareholder communicationFunds will be forwarded to the full Board, at its next regularly scheduledthe relevant Board meetingcommittee or (ii) if the CLO determinesspecific individual Trustee, as applicable, except that the communication requires more immediate attention, forward the communication to the Trustees promptly after receipt. The CLOFunds may, in good faith, determine that a Shareholder communication should not be provided to the Board becauseso forwarded if it does not reasonably relate to athe Fund or its operations, management, activities, policies, service providers, Board, officers, Shareholdersshareholders or other matters relating to an investment in the Fund or is otherwise routine orpurely ministerial in nature. These procedures do not apply to (i) any communication from an officer or Trustee
Delinquent Section 16(a) Reports.Each Fund’s Trustees and certain officers, investment advisers, certain affiliated persons1% of the investment advisers and persons who beneficially own more than 10%Funds’ outstanding Shares. As of any classMarch 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 believesin the following amounts:
Name of Trustee | | | Dollar Range of Equity Securities in AIO | | | Dollar Range of Equity Securities in CBH | | | Dollar Range of Equity Securities in NCV | | | Dollar Range of Equity Securities in NCZ | | | ||
Independent Trustees | | | | | | | | | | | | | | |||
Donald C. Burke | | | N/A | | | N/A | | | N/A | | | N/A | | | ||
Sarah E. Cogan | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | ||
Deborah A. DeCotis | | | $10,001 – $50,000 | | | None | | | $1 – $10,000 | | | $1 – $10,000 | | | ||
F. Ford Drummond | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | ||
Sidney E. Harris | | | N/A | | | N/A | | | N/A | | | N/A | | | ||
John R. Mallin | | | N/A | | | N/A | | | N/A | | | N/A | | | ||
Connie D. McDaniel | | | N/A | | | N/A | | | N/A | | | N/A | | | ||
Philip R. McLoughlin | | | $1 – $10,000 | | | None | | | $1 – $10,000 | | | None | | | ||
Geraldine M. McNamara | | | None | | | None | | | None | | | None | | | ||
R. Keith Walton | | | None | | | None | | | None | | | 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 | | | $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 | | | N/A | | | N/A | | | $10,001 – $50,000 | | | ||
Sarah E. Cogan | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | ||
Deborah A. DeCotis | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | None | | | ||
F. Ford Drummond | | | $50,001 – $100,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | $1 – $10,000 | | | ||
Sidney E. Harris | | | N/A | | | N/A | | | N/A | | | $10,001 – $50,000 | | | ||
John R. Mallin | | | N/A | | | N/A | | | N/A | | | $1 – $10,000 | | | ||
Connie D. McDaniel | | | N/A | | | N/A | | | N/A | | | $10,001 – $50,000 | | | ||
Philip R. McLoughlin | | | None | | | None | | | $1 – $10,000 | | | $10,001 – $50,000 | | | ||
Geraldine M. McNamara | | | None | | | None | | | None | | | $1 – $10,000 | | | ||
R. Keith Walton | | | $1 – $10,000 | | | None | | | None | | | $1 – $10,000 | | | ||
Brian T. Zino | | | $10,001 – $50,000 | | | $1 – $10,000 | | | $10,001 – $50,000 | | | $10,001 – $50,000 | | | ||
Interested Trustee | | | | | | | | | | | | | | |||
George R. Aylward | | | $50,001 – $100,000 | | | $50,001 – $100,000 | | | $50,001 – $100,000 | | | $10,001 – $50,000 | | |
Name of Trustee | | | Dollar Range of Equity Securities in EDI | | | Dollar Range of Equity Securities in ZTR | | | Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustees in Family of Registered Investment Companies* | | | ||
Independent Trustees | | | | | | | | | | | |||
Donald C. Burke | | | $1 – $10,000 | | | $10,001 – $50,000 | | | Over $100,000 | | | ||
Sarah E. Cogan | | | None | | | $10,001 – $50,000 | | | Over $100,000 | | | ||
Deborah A. DeCotis | | | None | | | None | | | Over $100,000 | | | ||
F. Ford Drummond | | | $1 – $10,000 | | | $10,001 – $50,000 | | | Over $100,000 | | | ||
Sidney E. Harris | | | None | | | $10,001 – $50,000 | | | Over $100,000 | | | ||
John R. Mallin | | | $10,001 – $50,000 | | | $50,001 – $100,000 | | | Over $100,000 | | | ||
Connie D. McDaniel | | | None | | | $10,001 – $50,000 | | | Over $100,000 | | | ||
Philip R. McLoughlin | | | None | | | $50,001 – $100,000 | | | Over $100,000 | | | ||
Geraldine M. McNamara | | | None | | | $1 – $10,000 | | | Over $100,000 | | | ||
R. Keith Walton | | | None | | | $10,001 – $50,000 | | | Over $100,000 | | | ||
Brian T. Zino | | | None | | | $50,001 – $100,000 | | | Over $100,000 | | | ||
Interested Trustee | | | | | | | | | | | |||
George R. Aylward | | | None | | | $50,001 – $100,000 | | | Over $100,000 | | |
Required Vote.
There-electionwhich such Trustee was a member.
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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 theAdvisory Board of Trustees of NCZ will require the affirmative vote of a plurality of the votes of the Common Shareholders and Preferred Shareholders (voting together as a single class) of NCZ cast in the election of Trustees at the Meeting, in person or by proxy. There-election of Mr. Jacobson will require a plurality of the votes of the Preferred Shareholders of NCZ cast in the election of Trustees at the meeting, in person or by proxy, with each Preferred Share entitling its holder to one vote per $25.00 in liquidation preference represented by such Preferred Share.
There-election of Messrs. Drummond, Fuccillo and MacLeod to the Board of Trustees of ACV will require the affirmative vote of a plurality of the votes of the Common Shareholders and Preferred Shareholders (voting together as a single class) of ACV cast in the election of Trustees at the Meeting, in person or by proxy. There-election of Mr. Jacobson will require a plurality of the votes of the Preferred Shareholders of ACV cast in the election of Trustees at the meeting, in person or by proxy.
There-election of Messrs. Kertess, Ogden, Rappaport and Scoon to the Board of Trustees of NIE will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.
There-election of Ms. Cogan and Messrs. Drummond, Rappaport and Scoon to the Board of Trustees of NFJ will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.
There-election of Ms. Cogan and Mr. Holt, and the election of Ms. DeCotis to the Board of Trustees of CBH will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.
The election of Messrs. Kertess, Ogden, Rappaport and Scoon to the Board of Trustees of AIO will require the affirmative vote of a plurality of the votes of the Common Shareholders of the Fund cast in the election of Trustees at the Meeting, in person or by proxy.
THE BOARD OF TRUSTEES OF EACH FUND UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL.
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ADDITIONAL INFORMATION
Executive and Other Officers of the Funds.The table below provides certain information concerning the executive officersMember of the Funds and certain other officers who perform similar duties. Officersfunds 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 | | | |
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Each of the Funds’ executive officers isFund Complex. Mr. Wilby was an “interested person” of each Fund (asas 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 | | |
Investment Manager.The Manager, located at 1633 Broadway, New York, New York 10019, serves as the investment managerAdvisory Board Member of the Funds and is responsible for managingother funds in the Funds’ business affairs and administrative matters. AllianzGI U.S. is an investment adviser based in New York, 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 eachsame Fund unanimously selected PricewaterhouseCoopers LLP (“PwC”)Complex as the independentFunds. 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 | | |
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A representative of PwC, if requested by any Shareholder, will be present at theAnnual Meeting, via telephone to respond to appropriate questions from Shareholders and will have an opportunity to make a statement if he or she chooses to do so.
Pre-approval Policies and Procedures.Each Fund’s Audit Oversight Committee has adopted written policies relating to thepre-approval of audit and permittednon- audit services to be performed by the Fund’s independent registered public accounting firm. Under the policies, on an annual basis, a Fund’s Audit Oversight Committee reviews andpre-approves proposed audit and permittednon-audit services to be performed by the independent registered public accounting firm on behalf of the Fund. The President of each Fund alsopre-approves any permittednon-audit services to be provided to the Fund.
In addition, each Fund’s Audit Oversight Committeepre-approves annually any permittednon-audit services (including audit-related services) to be provided by the independent registered public accounting firm to the Manager and any entity controlling, controlled by, or under common control with the Manager that provides ongoing services to the Fund (together, the “Accounting Affiliates”), provided, in each case, that the engagement relates directly to the operations and financial reporting of the Fund. Although the Audit Oversight Committee does notpre-approve all services provided by the independent registered public accounting firm to Accounting Affiliates (for instance, if the engagement does not relate directly to the operations and financial reporting of the Fund), the Committee receives an annual report from the independent registered public accounting firm showing the aggregate fees paid by Accounting Affiliates for such services.
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
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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 |
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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 |
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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.
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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 NIENFJ and NFJ at the applicable MeetingNIE will consist of the presence in person (virtually) or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at suchthe Annual Meeting, except that, where the Preferred Shares or Common Shares will vote as separate classes, then 30% of the shares of each class entitled to vote will be necessary to constitute a quorum for the transaction of business by that class. A quorum for each of NCV and NCZ at
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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 (33
1Votes cast by proxy or
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AllianzGI U.S. is sensitive to the health and travel concernsrepresentatives of the Funds’ Shareholders andproxy solicitation firm receiving telephonic instructions from shareholders of the evolving recommendations from public health officials. Due to the difficulties arising fromCOVID-19, the MeetingFunds. Proxies that are obtained telephonically will be conducted telephonically. Any Shareholder wishingrecorded 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.
In lightACV had outstanding series of uncertainties relating toCOVID-19, the Funds reserve the flexibility to change the date, time, location or meansMRP Shares with liquidation preference of conducting the Meeting. In the event of such a change, the$25.00 per share.
Reports to Shareholders.Below are the dates on or about which the Annual Reports to Shareholders for the most recently completed fiscal yearexpense of each Fund were mailed:
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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 anticipatedbeneficial owners of that each Fund’s next annual meeting of Shareholders afterShares. In order to obtain the necessary quorum at the Meeting, addressed insupplementary 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.
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 | | |
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% | | |
Assuming the next annual meeting is ultimately scheduled to be within 30 days of the July 9 anniversarymailing of this year’s meeting,proxy statement, which means that such proposals must be received no earlierlater than April 5, 20215:00 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.
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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
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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 Ahereto (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.
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Membership
The Committee shall be comprised of as many trustees as the Board shall determine, but in any event not less than three (3) Trustees. Each member of the Committee must be a member of the Board. The Board may remove or replace any member of the Committee at any time in its sole discretion.
Each member of the Committee may not be an “interested person” of the Fund, as defined in Section 2(a)(19) 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
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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.
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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.
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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 ofmatters.
Outside Resources and Assistance from Management
The appropriate officers of the
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.
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Appendix A
Funds Subject to this Charter
AllianzGI NFJ Dividend, Interest & Premium Strategy Fund (“NFJ”)
AllianzGI
AllianzGI Convertible & Income Fund II (“NCZ”)
AllianzGI Diversified Income & Convertible Fund (“ACV”)
AllianzGI Equity & Convertible Fund (“NIE”)
AllianzGI
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
AllianzGI NFJ
AllianzGI Diversified Income
(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 fornon-audit services provided to Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), each Fund’s investment manager , and any entity controlling, controlled by or under common control with AllianzGI U.S. that provided services to a Fund. As part of this review, the Committee considered, in addition to other practices and requirements relating to selection of the Fund’s independent registered public accounting firm, whether the provision of suchnon-audit services was compatible with maintaining the independence of PwC.
The members of the Committee are not employed by the Funds as experts in the fields of auditing or accounting and are not employed by the Funds for accounting, financial management or internal control purposes. Members of the Committee rely without independent verification on the information provided and the representations made to them by management and PwC.
Based on the foregoing review and discussions, and subject to the limitation on the role and responsibilities of the Audit Oversight Committees set forth above, the Committee presents this Report to the Board and recommends that (1) the audited financial statements for the fiscal year ended January 31, 2020 be included in the relevant Fund’s Annual Report to shareholders for such fiscal year, (2) such Annual Report be filed with the Securities and Exchange Commission and the New York Stock Exchange and (3) PwC be reappointed as each Fund’s independent registered public accounting firm for the fiscal year ending January 31, 2021.
Submitted by the Audit Oversight Committees of the Board of Trustees:
Sarah E. Cogan
Deborah A. DeCotis
F. Ford Drummond
James A. Jacobson
Hans W. Kertess
James S. MacLeod
William B. Ogden, IV
Alan Rappaport
Davey S. Scoon
B-1
Exhibit B-2 to Proxy Statement
Report of Audit Oversight Committee
of the Board of Trustees of
AllianzGI Convertible & Income 2024 Target Term Fund (“CBH”)
AllianzGI Convertible & Income Fund (“NCV”)
AllianzGI Convertible &
AllianzGI Artificial Intelligence & Technology Opportunities
(each, a “Fund” and, collectively, the “Funds”)
Dated
The Audit Oversight Committees (collectively, the “Committee”) oversee the Funds’ financial reporting process on behalf of the Board of Trustees of each Fund (collectively, the “Board”) and operate under a written Charter adopted by the Board. The Committee meets with the Funds’ management (“Management”) and independent registered public accounting firm and reports the results of its activities to the Board. Management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In connection with the Committee’s and independent accountant’s responsibilities, Management has advised that the Funds’ financial statements for the fiscal year ended February 29, 2020 were prepared in conformity with generally accepted accounting principles.
The Committee has reviewed and discussed with Management and PricewaterhouseCoopers LLP (“PwC”), the Funds’ independent registered public accounting firm, the audited financial statements for the fiscal year ended February 29, 2020. The Committee has discussed with PwC the matters required to be discussed by Statements on Auditing Standard No. 1301 — Communications with Audit Committees (“SAS 1301”). SAS 1301 requires the independent registered public accounting firm to communicate to the Committee matters including, if applicable: 1) methods used to account for significant unusual transactions; 2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus; 3) the process used by management in formulating particularly sensitive accounting estimates and the basis for the auditor’s conclusions regarding the reasonableness of those estimates; and 4) disagreements with Management over the application of accounting principles and certain other matters.
With respect to each Fund, the Committee has received the written disclosure and the letter from PwC required by Rule 3526 of the Public Company Accounting Oversight Board (requiring registered public accounting firms to make written disclosure to and discuss with the Committee various matters relating to the auditor’s independence), and has discussed with PwC their independence. The Committee has also reviewed the aggregate fees billed by PwC for professional services rendered to each Fund and fornon-audit services provided to Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), each Fund’s investment manager, and any entity controlling, controlled by or under common control with AllianzGI U.S. that provided services to a Fund. As part of this review, the Committee considered, in addition to other practices and requirements relating to selection of the Fund’s independent registered public accounting firm, whether the provision of suchnon-audit services was compatible with maintaining the independence of PwC.
The members of the Committee are not employed by the Funds as experts in the fields of auditing or accounting and are not employed by the Funds for accounting, financial management or internal control purposes. Members of the Committee rely without independent verification on the information provided and the representations made to them by management and PwC.
Based on the foregoing review and discussions, and subject to the limitation on the role and responsibilities of the Audit Oversight Committees set forth above, the Committee presents this Report to the Board and recommends that (1) the audited financial statements for the fiscal year ended February 29, 2020 be included in the relevant Fund’s Annual Report to shareholders for such fiscal year, (2) such Annual Report be filed with the Securities and Exchange Commission and the New York Stock Exchange and (3) PwC be reappointed as each Fund’s independent registered public accounting firm for the fiscal year ending February 28, 2021.
Submitted by the Audit Oversight Committees of the Board of Trustees:
Sarah E. Cogan
Deborah A. DeCotis
F. Ford Drummond
James A. Jacobson
Hans W. Kertess
James S. MacLeod
William B. Ogden, IV
Alan Rappaport
Davey S. Scoon
B-2
11, 2023
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR |
PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Convertible & Income Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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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 | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Preferred Shareholder of AllianzGI Convertible & Income Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 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 | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Convertible & Income Fund II hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020. The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 3a, 3b, 3c and 3d. 3a. Election of Trustee (Class I): FOR WITHHOLD 01. Geraldine M. McNamara 3b. Election of Trustee (Class II): FOR WITHHOLD 01. George R. Aylward 3c. Election of Trustee (Class II): FOR WITHHOLD 01. Sarah E. Cogan 3d. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: 🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Preferred Shareholder of AllianzGI Convertible & Income Fund II hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 3a, 3b, 3c and 3d. 3a. Election of Trustee (Class I): FOR WITHHOLD 01. Geraldine M. McNamara 3b. Election of Trustee (Class II): FOR WITHHOLD 01. George R. Aylward 3c. Election of Trustee (Class II): FOR WITHHOLD 01. Sarah E. Cogan 3d. Election of Trustee (Class II): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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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 |
PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Diversified Income & Convertible Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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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 | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
| ||||||||
| ||||||||
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Preferred Shareholder of AllianzGI Diversified Income & Convertible Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 10:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR | ||||
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 | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: 🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
| ||||||||
| ||||||||
| ||||||||
|
You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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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 |
PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Equity & Convertible Income Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 11:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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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 | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Dividend, Interest & Premium Strategy Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 1:30 p.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement.The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR | ||||
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 | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example:🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Convertible & Income 2024 Target Term Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 11:00 a.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR | ||||
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 | ||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: 🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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PROXY IN CONNECTION WITH THE JOINT ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JULY 9, 2020
KNOW ALL PERSONS BY THESE PRESENTSthat the undersigned Common Shareholder of AllianzGI Artificial Intelligence & Technology Opportunities Fund hereby appoints Scott Whisten, Thomas J. Fuccillo and Angela Borreggine, and each of them separately, with power of substitution and re-substitution, as proxies to vote at the Joint Annual Meeting of Shareholders (the “Annual Meeting”) to be held on July 9, 2020 telephonically via conference call, at 1:30 p.m. (Eastern Time), and at any adjournment thereof. If you wish to attend the Meeting via conference call, please email AST Fund Solutions, LLC at attendameeting@astfinancial.com in accordance with the instructions included in the Proxy Statement. The undersigned named will vote the shares represented by this proxy in accordance with the choices made on this ballot. If this proxy is executed and returned in time and no choice is indicated as to an item, this proxy will be voted “FOR” the proposal.Discretionary authority is hereby conferred as to all other matters as may properly come before the Joint Annual Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF THE TRUST, WHICH UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE PROPOSAL.
IF THIS PROXY IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST IN THE MANNER DIRECTED ON THE REVERSE SIDE HEREOF, AND WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE JOINT ANNUAL MEETING OR ANY ADJOURNMENT(S) OR POSTPONEMENT(S) THEREOF. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE AS REGARDS TO A PROPOSAL INCLUDED IN THE PROXY STATEMENT, SUCH VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL BE CAST “FOR” SUCH PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE JOINT ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JULY 9, 2020.The Proxy Statement is also available at https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf.
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR | ||||
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 | |||||
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TO VOTE, MARK ONE CIRCLE FOR EACH NOMINEE IN BLUE OR BLACK INK. Example: 🌑
THE BOARD OF TRUSTEES RECOMMENDS A VOTEFOR THE FOLLOWING:
EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 8a, 8b, 8c and 8d. 8a. Election of | Trustee (Class II): FOR WITHHOLD 01. Donald C. Burke 8b. Election of Trustee (Class II): FOR WITHHOLD 01. Sarah E. Cogan 8c. Election of Trustee (Class II): FOR WITHHOLD 01. Sidney E. Harris 8d. Election of Trustee (Class II): FOR WITHHOLD 01. John R. Mallin 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx VGI 33238 xxxxxxxx / / |
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EVERY VOTE IS IMPORTANT Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Shareholders to Be Held virtually on May 22, 2023 The Joint Proxy Statement is available at: https://www.proxy-direct.com/vir-33238 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD Please detach at perforation before mailing. TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals The Board of Trustees recommends a vote “FOR” the following nominees in proposals 9a, 9b, 9c and 9d. 9a. Election of Trustee (Class I): FOR WITHHOLD 01. George R. Aylward 9b. Election of Trustee (Class I): FOR WITHHOLD 01. Deborah A. DeCotis 9c. Election of Trustee (Class I): FOR WITHHOLD 01. John R. Mallin 9d. Election of Trustee (Class I): FOR WITHHOLD 01. R. Keith Walton 11. To transact such other business as may properly come before the Annual Meeting, or any adjournments, postponements or delays thereof. B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy) ─ Please print date below Signature 1 ─ Please keep signature within the box Signature 2 ─ Please keep signature within the box Scanner bar code xxxxxxxxxxxxxx EDI 33238 xxxxxxxx / / |
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You can vote on the internet, by telephone or by mail. Please see the reverse side for instructions.
PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
THANK YOU FOR VOTING
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