The Proposed Investment Advisory Agreement is substantially similar to the Current IMA, except that Virtus will not provide administrative functions under the Proposed Investment Advisory Agreements for the Funds. Virtus Fund Services (“VFS”) would provide corresponding services to the Funds as the Funds’ administrator under the new combined management structure. Any material differences between the Proposed Investment Advisory Agreement and the Current IMA are described below. The following is intended to be an overview and is not intended to be a comprehensive description of all of the Proposed Investment Advisory Agreement’s terms.

~~Material Differences in Compensation.~~ Under both the Current IMAs and the Proposed Investment Advisory Agreements, each Fund pays a monthly fee to the Adviser based on the average daily managed assets of each Fund. As compensation for investment advisory services rendered, and for the facilities furnished and for the expenses borne by Virtus, each Fund will pay Virtus an advisory fee equal to the management fee it currently pays under the applicable Current IMA, which is set forth above in the section entitled, “Description of the Current Investment Management Agreements.”

~~Material Differences in Other Terms.~~ The Proposed Investment Advisory Agreements include a confidentiality clause whereby parties to the agreement shall treat all information and actions pertaining to the Funds as confidential. There were no confidentiality provisions under the Current IMAs. The Proposed Investment Advisory Agreements permit the parties to consent in writing to the selection of a forum other than the Commonwealth of Massachusetts for any suit, action or proceeding brought by or in the right of any shareholder or any person claiming any interest in any shares seeking to enforce any provision of, or based on any matter arising out of, or in connection with, this Agreement, or any claim of any nature against the Fund, the Trustees or officers of the Fund. The Current IMAs provide exclusive jurisdiction to the federal and state courts within the Commonwealth of Massachusetts.

~~Virtus Fund Comparisons.~~ ~~Although Virtus manages other~~ ~~open-end~~ ~~and~~ ~~closed-end~~ funds, Virtus does not manage any other funds or accounts that it has determined are substantially similarly to the Funds, which is one reason it has pursued a strategic partnership with AllianzGI U.S.

~~Effective Date.~~ ~~If the Proposed Investment Advisory Agreements are approved by Shareholders, they will take~~ effect, with respect to the applicable Fund concurrent with the termination of the Current IMAs. The actual effective date of the Proposed Investment Advisory Agreements for each Fund will be at a date and time mutually agreeable to such Fund, Virtus and AllianzGI U.S. in order to effect an efficient transition for the Funds and their Shareholders.

~~Term/Termination/Amendment.~~ The Proposed Investment Advisory Agreements, if approved by Shareholders, will remain in full force and effect as to each Fund, unless sooner terminated by such Fund, for an initial two year period and shall continue thereafter on an annual basis with respect to each Fund provided that such continuance is specifically approved at least annually (i) by either the Trustees or a vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of such Fund; and (ii) the terms and any continuation of the Proposed Investment Advisory Agreements have been approved by a majority of the Trustees who are not parties or interested persons to each agreement, in a vote cast in person at a meeting called for such purpose (or otherwise, as consistent with applicable laws, regulations and related guidance and relief). It can also be terminatedwas terminable with respect to a Fund at any time on 60 days’ written notice to Virtus, or by Virtus on 60 days’ written notice to the Fund, without the payment of any penalty, by a vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of a Fund or by a vote of the Trustees. Additionally, when in effect, the ~~Proposed Investment Advisory~~AllianzGI Subadvisory Agreements ~~will~~were also terminable by Virtus or the Board immediately in various other customary circumstances. The AllianzGI Subadvisory Agreements provided that they would terminate automatically upon termination of the current investment advisory agreement in place between Virtus and each Fund (the “Investment Advisory Agreement”) and in the event of their assignment (as defined in the 1940 Act).

9Pursuant to the resolution of certain government charges against AllianzGI US noted above, AllianzGI US is not permitted to serve as adviser or subadviser to U.S. registered open-end and closed-end funds going forward, including the Funds. The AllianzGI Subadvisory Agreements terminated upon the effectiveness of the Liftout and effectiveness of the Interim Subadvisory Agreements with Voya described above.

Liability.The ~~Proposed Investment Advisory~~AllianzGI Subadvisory Agreements ~~provide~~provided that ~~Virtus shall~~AllianzGI US would not behave been liable to either the applicable Fund or ~~any Shareholder of such Fund,~~Virtus for any error of judgment or mistake of law or for any loss suffered, except for losses resulting by reason of willful ~~misfeasance,~~misconduct, bad faith, gross negligence or reckless disregard in the performance of ~~Virtus’~~AllianzGI US’ duties under the ~~Proposed Investment Advisory~~AllianzGI Subadvisory Agreements. Additionally, the ~~Proposed Investment Advisory~~AllianzGI Subadvisory Agreements dodid not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of each Fund. However, AllianzGI US was responsible for, and indemnified and held the Fund and Virtus and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or Virtus within the meaning of Section 15 of the Securities Act of 1933, as amended, harmless against, any and all losses arising out of or resulting from a “Trade Error” (as defined in the compliance policies and procedures of the Fund and/or AllianzGI), as the same may be amended from time to time, caused by the negligent action or negligent omission of AllianzGI US or its agent.

For each Fund, the Proposed Subadvisory Agreement between Virtus and Voya is substantially identical to the Fund’s preexisting Subadvisory Agreement with AllianzGI US with respect to the key terms summarized below.

Services. Under the Proposed Subadvisory Agreement, a form of which is attached to this Proxy Statement as Appendix A, Voya would be obligated, subject always to the direction and oversight of the Boards of Trustees and Virtus, to furnish continuously an investment program for a Fund’s portfolios.

In providing management services to a Fund Voya shall be subject to the investment objectives, policies and restrictions of the Funds as set forth in the Fund’s registration statement to the extent in effect and as supplemented by disclosure contained in each Fund’s shareholder reports (the “Fund Disclosure”), as may be periodically amended and provided to Voya by Virtus, and to the investment restrictions set forth in the 1940 Act and the rules thereunder, to the supervision and control of the Board, and to instructions from Virtus. Voya shall not, without a Fund’s prior written approval, effect any transactions that would cause such Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. Virtus would agree to provide Voya with such assistance as may be reasonably requested by Voya to facilitate its services under the Proposed Subadvisory Agreement, including, without limitation, providing information concerning the Fund, contact information for parties to provide information about assets available or to become available for investment, and information generally as to the conditions of the Fund’s affairs.

Fees. The proposed fee arrangements under the Proposed Subadvisory Agreement with Voya are identical to those previously in place with AllianzGI US under the AllianzGI Subadvisory Agreement. In this regard, the total advisory fee that a Fund pays to Virtus under the Investment Advisory Agreement will not change if the Proposed Subadvisory Agreement takes effect. Under a Fund’s Proposed Subadvisory Agreement, Virtus will pay a subadvisory fee to Voya at the rate of 50% of the net advisory fee paid by the Fund to Virtus. For this purpose, the “net advisory fee” is the advisory fee paid to Virtus, based on the Fund’s average daily managed assets, after accounting for any applicable fee waiver and/or expense limitation agreement, which does not include reimbursement of Virtus for any expenses or recapture of prior waivers. Thus, the amount of any recoupment or recapture of prior waivers would have the effect of being shared equally between Virtus and Voya. Virtus believes the subadvisory fee to be charged by Voya for each Fund is reasonable in light of the subadvisory services to be provided to the Fund. The fees shall be prorated for any month during which the applicable Proposed Subadvisory Agreement is in effect for only a portion of the month.In computing the fee to be paid to Voya, the managed assets of the applicable Fund shall be calculated as set forth in the Fund Disclosure of that Fund.

Effective Date. If the Proposed Subadvisory Agreement is approved by Shareholders of a Fund, that Proposed Subadvisory Agreement will take effect as soon as reasonably practicable after the approval (except that the approvals by NCV and NCZ are contingent on one another). The actual effective date of the Proposed Subadvisory Agreements will be at a date and time mutually agreeable to each Fund, Virtus and Voya.

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

Liability. The Proposed Subadvisory Agreement provides that Voya shall not be liable to either the applicable Fund or Virtus for any error of judgment or mistake of law or for any loss suffered, except for losses resulting by reason of willful misconduct, bad faith, gross negligence or reckless disregard in the performance of Voya’s duties under the Proposed Subadvisory Agreement. Additionally, the Proposed Subadvisory Agreement does not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of the applicable Fund. However, Voya will be responsible for, and will indemnify and hold the Fund and Virtus and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or Virtus within the meaning of Section 15 of the Securities Act of 1933, as amended, harmless against, any and all losses arising out of or resulting from a “Trade Error” (as defined in the compliance policies and procedures of the Fund), as the same may be amended from time to time, caused by the negligent action or negligent omission of Voya or its agent.

Trustees’ Considerations Related to the Proposed ~~Investment Advisory Agreements and~~ Subadvisory Agreements

The Board of each Fund is responsible for the consideration and approval of advisory and subadvisory agreements for the Fund. At a meeting held on July 18, 2022, the Board, including a majority of the Trustees who are not interested persons of each Fund as defined in Section 2(a)(19) of the 1940 Act (the “Independent Trustees”), authorized the appointment of Voya as a subadviser to each Fund and approved the Proposed Subadvisory Agreement.¹

Background. In evaluating the Proposed Subadvisory Agreement for each Fund, the Board considered the context of Voya’s strategic partnership with AllianzGI US whereby AllianzGI US would, pursuant to the Liftout, transfer selected investment teams comprising most of its U.S. business to Voya in return for an up to 24% equity stake in the asset manager. The Board considered that the Liftout was negotiated as a result of AllianzGI US’s settlements with the Department of Justice and the SEC described above, pursuant to which AllianzGI US is disqualified from subadvising U.S. registered funds, including the Funds.

The SEC order received by AllianzGI US requires the Funds to transition to a new subadviser within four months, and shareholder approval of of new subadvisory agreements is required for the Funds. However, because the Liftout was scheduled to close on July 25, 2022, the Board approved the Interim Subadvisory Agreements under Rule 15a-4 under the 1940 Act for the Funds, so that ~~Boards,~~the Funds would continue to be managed by the investment personnel formerly doing so at AllianzGI US once they moved to Voya even pending the proxy solicitation and shareholder approval. Rule 15a-4 provides a temporary exemption from the requirements of Section 15(a) of the 1940 Act pursuant to which an adviser can serve as an investment adviser to a fund pursuant to an interim contract that has not been approved by shareholders, provided that the new agreement is approved within 150 days and the other conditions of the rule are satisfied.

¹ The Board of each Fund, including a majority of the Independent Trustees, ~~voting separately, approves (1)~~determined to rely on the ~~Proposed Investment Advisory Agreements with Virtus,~~relief granted by an order issued by the SEC that permits fund boards of directors to approve advisory contracts at a meeting held remotely rather than in-person in response to the impact of COVID-19 on ~~behalf~~investment advisers and funds. The Board determined that reliance on the order was necessary and appropriate due to circumstances related to current or potential effects of COVID-19, and prior to commencing the approval meeting, the Board confirmed that all Board members could hear each other simultaneously during the meeting. The Board noted that they intended to ratify any actions taken at this meeting pursuant to the SEC relief at their next in-person meeting.

The Board’s Process. In considering the proposals, the Board of each Fund ~~(2)~~requested and evaluated information provided by Virtus and Voya which, in their view, constituted information necessary for the Board to form a judgment as to whether approval of the Proposed Subadvisory Agreement ~~for each~~would be in the best interests of the Fund ~~that will be subadvised by AllianzGI U.S.,~~ and (3) the Subadvisory Agreement for NFJ (collectively, the “Agreements”). At their meeting held on August 31, 2020, the Boards, including the Independent Trustees, unanimously approved the Proposed Investment Advisory Agreements and the applicable Subadvisory Agreements with respect to each Fund.⁽¹⁾ ~~Throughout the Boards’~~its shareholders. The Board’s process for reviewing the Agreements, the Independent Trustees received separate legal advice from independent legal counsel that is experienced in 1940 Act matters and that is independent of Virtus, AllianzGI U.S. and the Virtus Value Equity Subadviser (“Independent Counsel”), and with whom they met separately throughout the process. In evaluating the Agreements, the Boards, including the Independent Trustees, reviewed extensive materials provided by Virtus and AllianzGI U.S. in response to questions submitted by the Independent Trustees and Independent Counsel. In conducting this review, the Independent Trustees did not identify any particular information that was ~~all-important~~ ~~or controlling, and each Trustee may have attributed different weights to the various factors.~~

~~The Boards’ process for reviewing the Agreements~~Proposed Subadvisory Agreement consisted of multiple meetings and discussions that included meetings of the ~~Contracts Committees, meetings of the~~ Independent Trustees and ~~Independent Counsel,~~their independent legal counsel, and meetings of the full ~~Boards,~~Board, all leading up to the ~~Boards’~~Board’s consideration of the ~~Agreements.~~Proposed Subadvisory Agreement for each Fund. Representatives from Virtus and ~~AllianzGI U.S.~~Voya participated in portions of those meetings and discussions to review the impact of the ~~Transition~~Liftout and the proposed change in subadviser on each of the Funds, ~~and report on their personnel, operations, and financial condition,~~ among other topics. The Boards established a separate Subcommittee composed of a subset of the Independent Trustees to address questions as they arose relating to the Boards’ process and consideration of the Agreements, and the Subcommittee held several meetings with Independent Counsel. The BoardsBoard also organized separate diligence meetings with personnel from Virtus and ~~AllianzGI U.S.,~~Voya, led and attended by ~~each Board~~the Chairs of the Performance Committee, ~~Chair~~Compliance and Risk Oversight Committee, Contracts Committee, and Governance and Nominating Committee, relating to each Committee’s responsibilities for the areas relevant for the Boards’ consideration of the Proposed Subadvisory Agreements. ~~A purpose~~

The Independent Trustees of ~~these diligence meetings led~~each Fund were separately advised by independent legal counsel throughout the ~~Committee Chairs was to attempt to address~~process and discussed the ~~challenges of not being able to meet with Virtus personnel in person due to~~ ~~COVID-19.~~

~~The Boards’ Section 15(c) review~~proposed approval of the ~~Current IMAs and continuity of current fee and expense structures and portfolio managers under~~Proposed Subadvisory Agreements

~~Consideration of~~ in private sessions with their independent legal counsel at which no representatives Virtus or Voya were present. The Board considered all the ~~Agreements followed soon after the Boards’ annual consideration of the renewals of the Current IMAs, carried out pursuant~~criteria separately with respect to Section 15(c) of the 1940 Act, at the June 2020 Board meeting. At that meeting, the Boards, including a majority of the Independent Trustees, unanimously determined that the Current IMAs were fair and reasonable and that their renewals would be in the best interests of each ~~applicable~~ Fund and its ~~Shareholders.~~

10Basis for the Board’s Recommendation. In making its determination with respect to each Proposed Subadvisory Agreement, the Board considered various factors, including:

Recommendations and Other Factors Considered. In approving and recommending shareholder approval of the Proposed Investment Advisory Agreements, the Independent Trustees took into account that the advisory fees for each applicable Fund under the Proposed Investment Advisory Agreements would be identical to those under the Current IMAs. In considering the Subadvisory ~~Agreements with Allianz GI U.S. and with the Virtus Value Equity Subadviser, respectively, the Independent Trustees considered,~~Agreement for each Fund, ~~as applicable, that (1) there would be no changes proposed to~~ the personnel providing portfolio management services to the Funds as a result of the Transition, and the portfolio managers would have the benefit of Virtus’ investment and performance oversight; and (2) they had reviewed the performance of each applicable Fund as part of the recent annual Section 15(c) renewals. In connection with the renewal of the Current IMAs at its June 2020 Board meeting, the Boards had reviewed extensive materials provided by AllianzGI U.S. which included, among other items: (1) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”) on the investment performance of a group of funds with substantially similar investment classifications/objectives as each Fund identified by Broadridge and the performance of applicable benchmark indices, (2) information on the management fees and other expenses of comparable funds identified by Broadridge, (3) information regarding the investment performance and management fees of comparable portfolios of other clients of AllianzGI U.S., and (4) descriptions of various functions performed by AllianzGI U.S. for each Fund, such as compliance monitoring and portfolio trading practices. A summary of the factors considered by the Boards in connection with the 2020 annual renewals of the Current IMAs will appear in the ACV, NIE and NFJ report dated January 31, 2021, and in the AIO, CBH, NCV and NCZ shareholder report dated February 28, 2021.

~~Overall impact of the Transition on the Funds; Consideration of the nature and quality of the services and fairness of the Agreements~~

In evaluating the Agreements, the Independent Trustees considered how the Transition would impact the Funds and considered the representations from Virtus and AllianzGI U.S. regarding the potential benefits of their strategic partnership with respect to the Funds. The Independent Trustees inquired whether Virtus and AllianzGI U.S. had specific plans for the future structure of the Funds, whether they plan to propose to eliminate any Funds, and whether there are plans to change the fees or expense structure of any of the Funds. The Independent Trustees considered in this regard that following the Transition there were no changes planned to the current organizational structure of each Fund. They also considered that Virtus had agreed to contractually limit each Fund’s total operating expenses for all classes of shares so that, on a net basis, such expenses are expected to be equal to or lower than current total expenses for at least two years following the Closing.

In addition, the Independent Trustees considered the following in connection with their consideration of the Agreements: (1) the nature, extent, and quality of the services expected to be provided by Virtus, AllianzGI U.S. and the Virtus Value Equity Subadviser; and (2) the fairness of the Agreements. With respect to the nature, extent and quality of the services, the Independent Trustees considered the following, among other factors: (1) Virtus’ experience as a manager of managers of the Virtus funds whose portfolios are managed by subadvisers; (2) the experience and education of key Virtus personnel responsible for oversight of the Funds; (3) the experience of Virtus and its affiliates in providing administrative and other services, including its oversight of third-party service providers; (4) the quality of the services provided by Virtus and its affiliates to the Virtus funds and the performance history and third-party rankings of those funds; (5) Virtus’ risk management program, including with respect to enterprise, operational and other risks; and (6) Virtus’ representations regarding the soundness of Virtus’ financial condition and its relationship to a large financial services enterprise with substantial financial resources.

With respect to the fairness of the Agreements, the Independent Trustees considered the following, among other matters: (1) the projected profitability of Virtus and its affiliates from their potential relationship with each Fund; (2) the projected profitability of AllianzGI U.S. and Value Equity Subadviser, respectively, as applicable,

related to becoming a subadviser to a Fund; (3) the pro forma expenses of each Fund following the Transition, including reflecting any proposed changes in service providers to the Funds; (4) the extent to which economies of scale might be realized as each Fund grows and any potential reduction in expenses associated with being part of a larger fund complex; (5) whether fee levels reflect any such potential economies of scale for the benefit of investors in each Fund; and (6) any potential ~~“fall-out”~~ benefits from the relationships of Virtus, AllianzGI U.S. and Virtus Value Equity Subadviser with the Funds, such as reputational value derived from serving as the adviser or subadviser to the Funds. In considering the estimate of the projected profitability of Virtus, AllianzGI U.S. and Virtus Value Equity Subadviser from their relationships with each Fund, as applicable, the Boards determined that such profitability was not excessive in light of the nature, scope and quality of services expected to be provided.

~~In unanimously approving and recommending Shareholder approval of the Agreements, the Independent Trustees~~ concluded, as considered in the context of the SEC order requiring that AllianzGI ~~U.S’s representation that it is exiting~~US exit the U.S. fund business, ~~(except as subadviser),~~ that the terms of each Proposed Subadvisory Agreement are fair and reasonable and that approval of the Proposed Subadvisory Agreements is in the best interests of each Fund and its ~~Shareholders.~~shareholders. In reaching this determination in the exercise of their business judgment, the Independent Trustees considered the following factors, among others, in addition to those noted above:

13(3)            Virtus’ representations regarding its ability to adequately and effectively oversee and perform ongoing due diligence of Voya;

~~Conclusions~~(5)            the adequacy of Voya’s resources to service the Funds, as compared with the resources of AllianzGI US, including Voya’s resources with respect to its investment and risk oversight, legal, compliance, trading, valuation, and other functions, and its commitment to add additional resources to support those areas as necessary;

(6)            Voya’s plans to rely on certain functions at AllianzGI US for a limited time period, as discussed with the Board, to allow for a timely and smooth transition to Voya, Voya’s plans to oversee and test those functions, and that Voya’s Operations, Compliance and Risk teams will be ultimately responsible for all functions through the full integration of those functions;

(7)            Voya’s representations regarding its significant oversight over AllianzGI US’s compliance and risk programs during the transition period, by layering Voya’s compliance and risk functions and oversight over those functions performed by AllianzGI US;

(8)            Retention agreements put in place by Voya for the Funds’ current portfolio managers and related compensation arrangements;

(9)            the experience of Voya in managing closed-end funds, including its experience with addressing discounts, managing leverage (including preferred shares), and the related compliance issues and testing involved;

(10)          that there would be no proposed changes to each Fund’s principal investment objectives and strategies as a direct result of the change in subadviser;

(11)          that Voya does not manage any funds or accounts using a comparable investment strategy to those of the Funds;

(12)          the continued reasonableness of the proposed “fee split” in the advisory and subadvisory fees, including whether the split in the fee appropriately reflects the services provided by Virtus on the one hand, and the services that would be provided by Voya, on the other, and whether the fee split could provide an incentive for Virtus to propose replacing Voya with an affiliated manager;

(13)          the commitment of AllianzGI US to pay the expenses of each Fund associated with the change in subadviser resulting from the SEC order, including all legal expenses associated with the change and the Boards’ approval of the Proposed Subadvisory Agreements, as well as the expenses associated with the proxy solicitation, so that Shareholders of the Funds would not have to bear any such expenses;

(14)          the possible benefits that may be realized by Voya and AllianzGI US as a result of the Liftout, including AllianzGI US’s ownership interest in Voya and Voya’s receipt of AllianzGI US’s global distribution capabilities, as summarized in Voya’s recent 8-K filing describing the material terms of the agreement between the two parties;

(15)          any impact on Voya or its operations related to the COVID-19 pandemic and the resulting market volatility and the functioning of their business continuity during this time;

(16)          Voya’s program to promote diversity, equity and inclusion and how such program is evaluated;

(17)          the commitment from Voya and AllianzGI US that they will refrain from imposing or seeking to impose, for a period of two years after the Liftout, any “unfair burden” within the meaning of Section 15(f) of the 1940 Act on the Funds;

(18)          possible alternatives considered by Virtus to propose for approval by the Boards, including liquidation of the Funds or Virtus or its affiliate managing the Funds;

(19)          Virtus’ recommendation to the Board that the Proposed Subadvisory Agreement and continuation with the current portfolio management teams are in each Fund’s best interests, with such recommendation based on Virtus’ due diligence of Voya; and

(20)          Virtus’ recommendations regarding potential contingency plans in the event that Fund shareholders do not approve the Proposed Subadvisory Agreement or the Liftout does not take place within the required timeframe, including the option of having Virtus manage the Funds under the Investment Advisory Agreement, which would not require the approval of Fund shareholders, and Virtus’ capabilities to do so.

Conclusion. Based on all of the foregoing considerations and other factors, the ~~Boards concluded, with respect to~~Board of each Fund, within the context of their overall conclusions regarding the Agreements and in their business judgment that they were satisfied with Virtus’ and AllianzGI U.S.’s responses to their requests for information, including Virtus’ representations regarding its efforts to improve performance for underperforming Funds following the Transition. The Boards also concluded that the fees payable under the Agreements represent reasonable compensation in light of the nature, extent and quality of services expected to be provided by Virtus, AllianzGI U.S. and the Virtus Value Equity Subadviser, taking into account Virtus’ agreement to continue existing expense limitations for at least a ~~two-year~~ period following the Closing. Based on their evaluation of factors they deemed to be material, including, but not limited to, those factors described above, the Boards, including the Independent Trustees, unanimously concluded that the approval of the Agreements with respect to each Fund was in the best interests of the Funds and their Shareholders, and determined to recommend that the Agreements be submitted for approval by Fund Shareholders.]

⁽¹⁾ ~~The Boards,~~ including a majority of the Independent Trustees, determined in their business judgment that approval of each Proposed Subadvisory Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board of each Fund, and majority of the Independent Trustees voting separately, unanimously approved the Proposed Subadvisory Agreement and determined to ~~rely on~~recommend that the ~~relief granted~~Proposed Subadvisory Agreement be submitted for approval by ~~an order issued by the U.S. Securities~~Fund shareholders.

Voya Investment Management Co. Inc. (“Voya”), a Delaware limited liability company, was founded in 1972 and ~~Exchange Commission (the “SEC”) that permits fund boards of directors to approve advisory contracts at a meeting held remotely rather than~~ ~~in-person~~ ~~in response to the impact of~~ ~~COVID-19~~ ~~on investment advisers and funds. The Boards determined that reliance on the order was necessary and appropriate due to circumstances related to current or potential effects of~~ ~~COVID-19,~~ and prior to commencing the approval meeting, the Boards confirmed that all Board members could hear each other simultaneously during the meeting. The Boards noted that they intended to ratify any actions taken at this meeting pursuant tois registered with the SEC ~~relief at their next~~ ~~in-person~~ ~~meeting.~~

~~Virtus~~as an investment adviser. Voya is a wholly-owned subsidiary of ~~Virtus Partners,~~a holding company which is ultimately owned by Allianz SE and Voya Financial, Inc.~~, which in turn~~ Voya has acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972. Voya's principal office is ~~a wholly-owned subsidiary of Virtus Investment Partners, Inc., all of which are~~ located at ~~One Financial Plaza, Hartford, CT 06103. Virtus acts as the investment adviser for over 40 mutual funds.~~230 Park Avenue, New York, New York, 10169. As of ~~June 30, 2020, Virtus had~~March 31, 2022, Voya manages approximately ~~$32.1~~$254 billion in assets under management. Virtus has acted as an investment adviser for over 80 years and is an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc., a publicly traded multi-manager asset management business.across various platforms.

Certain Trustees and Officers of the Funds. There are no directors or members of Voya who are Trustees or officers of the Funds.

Section 15(f) of the 1940 Act, in pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with the assignment of an investment advisory contract (including a subadvisory agreement). Although the Liftout and Proposed Subadvisory Agreements do not include an “assignment” per se, the Boards of the Funds (and Virtus, ~~are presented~~AllianzGI US and Voya) have considered the proposed arrangements in ~~Appendix B~~the context of Section 15(f) and Virtus, AllianzGI US and Voya have endeavored to satisfy the conditions for the safe harbor.

The first condition requires that no “unfair burden” be imposed on the Funds as a result of the applicable transaction, or as a result of any express or implied terms, conditions or understandings applicable thereto. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after effectiveness of the Proposed Subadvisory Agreements whereby the subadviser (or predecessor or successor subadviser), or any interested person of any such subadviser, receives or is entitled to receive any compensation, directly or indirectly, from such investment company or its security holders (other than fees for bona fide investment advisory or other services) or from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such investment company (other than bona fide ordinary compensation as principal underwriter).

The second condition requires that, during the three-year period immediately following completion of the Liftout, at least 75% of the Trustees must not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of AllianzGI US, Voya or Virtus.

Approval of the Proposed ~~Investment Advisory~~Subadvisory Agreement for each Fund requires the “affirmative vote of a majority of the outstanding shares” of ~~each~~such Fund, which means the affirmative vote, at a duly called and held meeting of Shareholders, (a) of the holders of 67% or more of the outstanding voting securities of such Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such meeting are present in person or by proxy, or (b) of the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such meeting, whichever is less. ~~The~~With respect to each of NCV and NCZ, approval by such Fund of the proposed subadvisory agreement is contingent on the approval of the new subadvisory agreement by the other Fund, in the sense that if the new subadvisory agreement of NCV is approved but the new subadvisory agreement of NCZ is not, or vice versa, the Board reserves the right to decline to proceed with either such agreement. Abstentions will have the effect of a vote against the Proposal. Shareholders will have the opportunity to vote both in advance of and during the Meeting.

THE FUNDS’ BOARDS, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMEND THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE PROPOSAL.

The required vote of Shareholders to approve the Proposal ~~with respect to~~for a Fund is ~~not contingent upon the~~

The following description provides an overview of the Proposal on which you are being asked to vote. Under the Proposal, two new Subadvisory Agreements are proposed: (i) a new subadvisory agreement with AllianzGI U.S. is proposed for the ~~AllianzGI-Subadvised~~ Funds and (ii) a new subadvisory agreement with the Virtus Value Equity Subadviser is proposed for NFJ (referred to, together with AllianzGI U.S., as the “Subadviser(s)”). The Subadvisory Agreements will be substantially similar in form and are described below. Please read the remainder of this Proxy Statement for information and further details about the Proposal and the Boards’ and AllianzGI U.S.’s rationale for recommending it to Shareholders. The Subadvisory Agreements are being proposed in connection with a strategic partnership between AllianzGI U.S. and Virtus, whereby Virtus and its affiliates will become investment adviser and administrator of the Funds, while continuing to provide Shareholders the same investment strategies and portfolio management teams through subadvisory relationships with AllianzGI U.S. and the value equity team currently with AllianzGI U.S. who will move to a new affiliate of Virtus to become a separate Subadviser. As investment adviser, Virtus would be responsible for overseeing the performance of AllianzGI U.S. and the Virtus Value Equity Subadviser, respectively. AllianzGI U.S. and Virtus believe that this arrangement provides an opportunity for Shareholders to benefit from each company’s strengths in a cohesive manner.

~~Services.~~ ~~Under the Subadvisory Agreements, which are attached to this Proxy Statement as~~ ~~Appendix C~~ ~~the Subadvisers would be obligated, subject always to the direction and oversight of the Boards of Trustees and Virtus, to furnish continuously an investment program for the Funds’ portfolios.~~

In providing management services to the Funds, the Subadvisers shall be subject to the investment objectives, policies and restrictions of the Funds and as set forth in each Fund’s registration statement (the “Registration Statement”), as may be periodically amended and provided to the Subadvisers by Virtus, and to the investment restrictions set forth in the 1940 Act and the rules thereunder, to the supervision and control of the Board, and to instructions from Virtus. The Subadvisers shall not, without a Fund’s prior written approval, effect any transactions that would cause such Fund at the time of the transaction to be out of compliance with any of such restrictions or policies. Virtus agrees to provide the Subadvisers with such assistance as may be reasonably requested by the Subadvisers to facilitate the Subadvisers’ services under the Subadvisory Agreements, including, without limitation, providing information concerning the Funds, contact information for parties to provide information about funds available or to become available for investment, and information generally as to the conditions of the Funds’ affairs.

~~Fees~~. The total advisory fee that each Fund pays to Virtus under its Proposed Investment Advisory Agreement will not change as a result of the Proposals. Under the Subadvisory Agreements, Virtus will pay a subadvisory fee to each Subadviser at the rate of 50% of the net advisory fee paid by the applicable Fund to Virtus. For this purpose, the “net advisory fee” is the advisory fee paid to Virtus, based on the Fund’s average daily managed assets, after accounting for any applicable fee waiver and/or expense limitation agreement, which does not include reimbursement of Virtus for any expenses or recapture of prior waivers. The advisory fee rate for each Fund under its Proposed Investment Advisory Agreement before reimbursement of expenses and/or waivers is listed above under Proposal 1. Virtus believes the subadvisory fee to be charged by each Subadviser is reasonable in light of the subadvisory services to be provided to each Fund. The fees shall be prorated for any month during which the applicable Subadvisory Agreement is in effect for only a portion of the month.~~In computing the fee to be paid to the Subadviser, the managed assets of the applicable Fund shall be calculated as set forth in the Registration Statement of that Fund.~~

~~Effective Date.~~ If the proposed Subadvisory Agreements are approved by Shareholders of a Fund, that Subadvisory Agreement will take effect concurrent with the effectiveness of the Proposed Investment Advisory Agreement for the applicable Fund. The actual effective date of the Subadvisory Agreements will be at a date and time mutually agreeable to each Fund, Virtus and AllianzGI U.S. or the Virtus Value Equity Subadviser, as applicable, in order to effect an efficient transition for the Funds and their Shareholders. [As part of the strategic partnership, Virtus has agreed to not recommend termination of the Subadvisory Agreements whenever the Subadvisory Agreements are next considered for renewal or approval except to the extent required by applicable law or its fiduciary duties.]

Approval of the Subadvisory Agreements for each Fund requires the “affirmative vote of a majority of the outstanding shares” of each Fund, which means the affirmative vote, at a duly called and held meeting of Shareholders, (a) of the holders of 67% or more of the outstanding voting securities of such Fund present (in person or by proxy) and entitled to vote at such meeting, if the holders of more than 50% of the outstanding voting securities of such Fund entitled to vote at such ~~meeting are present~~Special Meeting. A quorum for ACV, CBH or AIO at its Meeting will consist of the presence in person, virtually or by proxy ~~or (b)~~of thirty-three and one-third percent (33 1/3%) of the ~~holders~~total Shares of ~~more than 50% of~~ the ~~outstanding voting securities of such~~ Fund entitled to vote at such ~~meeting, whichever~~Meeting.

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

Shares present in person (virtually) or represented by proxy at the Meeting and abstentions will be included in determining the existence of a quorum at the Meeting. An uninstructed proxy for shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter is ~~less. The approval~~a broker “non-vote.” Proxies that reflect broker non-votes will be counted as shares that are present and entitled to vote on the matter for purposes of determining the presence of a quorum. Votes cast by proxy or virtually at the Meeting will be counted by persons appointed by the Funds as tellers both for the purpose of determining the presence of a quorum and for calculating the votes cast on the issues before the Meeting.

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

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

Instructions regarding how to vote via telephone or the Internet are included on the proxy card. The required control number for Internet and telephone voting is printed on the proxy card. The control number is used to match proxy cards with Shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, shares are voted in accordance with the proxy card bearing the latest date.

In the event that the Funds solicit votes by having calls placed by officers or employees of the Funds and/or Virtus, or their affiliates, or representatives of a proxy solicitation firm, authorization to permit execution of proxies may be obtained by the representatives of the proxy solicitation firm receiving telephonic instructions from shareholders of the Funds. Proxies that are obtained telephonically will be recorded in accordance with procedures that the Funds believe are reasonably designed to ensure that the identity of the shareholder casting the vote is accurately determined and that the voting instructions of the shareholder are accurately determined.

Only shareholders or their duly appointed proxy holders can attend (virtually) the Meeting and any adjournment or postponement thereof. You will be able to attend and participate in the Meeting online, vote your shares electronically and submit your questions by visiting: [ ] on September 27, 2022 at 3:30 p.m. Eastern Time and entering the control number found in the shaded box of your proxy card.

If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting virtually on the Internet. To register to attend the Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to [ @ .com]. Requests for registration must be labeled as “Legal Proxy” and be received no later than 5:00 p.m. Eastern Time on [ , 2022].

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

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

The online meeting will begin promptly at 3:30 p.m. Eastern Time. We encourage you to access the meeting prior to the start time leaving ample time for the check in. Please follow the registration instructions as outlined in this proxy statement. As part of our effort to maintain a safe and healthy environment at the Meeting, each Fund and the Board are closely monitoring statements issued by the Centers for Disease Control and Prevention (cdc.gov) regarding the coronavirus pandemic. For that reason, the Board reserves the right to reconsider the date, time and/or means of convening your Fund's meeting. If the ~~Shareholders~~Board chooses to change the date, time and/or means of aconvening your Fund's meeting, the Fund will announce the decision to do so in advance, and details on how to participate will be issued by press release and filed with the SEC as additional proxy material. Attendees are also encouraged to review guidance from public health authorities on this issue.

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

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

The Board has fixed the close of business on August 1, 2022, as ~~they may deem~~the record date for the determination of shareholders of the Funds entitled to ~~be in~~notice of, and to vote at, the ~~best interests of the~~Meeting. Shareholders of the ~~Fund.~~Funds on that date will be entitled to one vote on each matter to be voted on for each share held and a fractional vote with respect to each fractional share with no cumulative voting rights.

AllianzGI US will bear the expense of the ~~Proposed Subadvisory Agreements with AllianzGI U.S.~~

~~Description~~Meeting, including preparation, printing and mailing of the ~~Proposed~~enclosed form of proxy, accompanying Notice of Meeting and this Proxy Statement. AllianzGI ~~U.S. Subadvisory Arrangements~~

~~The Subadvisory Agreement with AllianzGI U.S. calls~~US, upon request, will reimburse banks, brokers and others for ~~AllianzGI U.S. to continue to provide the same portfolio management services,~~their reasonable expenses in ~~the same strategies, as are currently being provided~~forwarding proxy solicitation material to the ~~AllianzGI-Subadvised~~ ~~Funds~~beneficial owners of that Fund’s Shares. In order to obtain the necessary quorum at the Meeting, supplementary solicitation may be made by ~~AllianzGI U.S. No changes to the portfolio management team~~mail, telephone or ~~the principal investment strategies~~personal interviews by officers or ~~risks of the~~ ~~AllianzGI-Subadvised~~ ~~Funds are expected in connection with the Subadvisory Agreement, although, as described in Section I, AllianzGI U.S. is currently the investment manager to all~~employees of the Funds and/or Virtus, or their affiliates, or representatives of a proxy solicitation firm. The Funds’ officers will not receive any additional compensation for such solicitation, though a proxy solicitation firm (if one is used) will. AllianzGI US will bear 100% of solicitation costs, if any.

Unless a Fund receives contrary instructions, only one copy of this Proxy Statement will be mailed to a given address where two or more Shareholders share that address. If you need additional copies of this proxy statement and ~~would instead become the Subadviser~~you are a holder of record of your shares, please email [    ] at [ @ .com], call [1-888-xxx-xxxx] or write to the ~~AllianzGI-Subadvised~~ ~~Funds. As investment adviser, Virtus would~~Funds’ Secretary, in care of the Fund(s) at, at 101 Munson Street, Greenfield, MA 01301-9668. If your shares are held in broker street name, please contact your financial service firm to obtain additional copies of this proxy statement. If in the future you do not want the mailing of notices of proxy statements and information statements to be ~~responsible for overseeing the performance~~combined with those of other members of your household, or if you have received multiple copies of this proxy statement and ~~operations~~want future mailings to be combined with those of ~~AllianzGI U.S.~~

~~Trustees’ Considerations Related~~other members of your household, please email [    ] at [ @ .com], call [1-888-xxx-xxxx], write to the ~~Proposed AllianzGI U.S. Subadvisory Agreements~~

~~The 1940 Act requires that both the full Boards of Trustees and a majority~~Funds’ Secretary, in care of the ~~Independent Trustees, voting separately, approve the proposed AllianzGI U.S. Subadvisory Agreements.~~Fund(s) at, at 101 Munson Street, Greenfield, MA 01301-9668, or contact your financial service firm. The Boards met via videoconference on August 31, 2020 for the specific purpose of considering whether to approve the proposed AllianzGI U.S. Subadvisory Agreements. Information about the Boards’ deliberationsProxy Statement is ~~included in Section I in the subsection “Trustees Considerations Related to the Proposed~~also available at [    ].

Virtus Investment ~~Advisory Agreements and Subadvisory Agreements”~~Advisers, Inc. (the “Adviser”) acts as ~~the Proposed Investment Advisory Agreements and Subadvisory Agreements are cross-contingent and were considered together for approval by the Boards.~~

~~AllianzGI U.S. is located at 1633 Broadway, New York, New York 10019. Organized in 2000, AllianzGI U.S. provides investment management and advisory services to a number of~~ ~~closed-end~~ ~~and~~ ~~open-end~~ ~~investment company clients. As of December 31, 2019, AllianzGI U.S. and its investment management affiliates had approximately $122.3 billion in assets under management.~~

~~AllianzGI U.S. is a wholly-owned indirect subsidiary of Allianz Asset Management of America L.P. (“AAMA”). AAMA, acting through an investment management division, was the former~~ investment adviser to the Funds. ~~AAMA was organized as a limited partnership under Delaware law in 1987. AAMA’s sole general partner~~The Adviser is ~~Allianz Asset Management of America LLC. Allianz Asset Management of America LLC has three~~

~~members, Allianz of America, Inc. (“Allianz of America”), a Delaware corporation that owns a 99.8%~~ ~~non-managing~~ ~~interest, Allianz Asset Management GmbH, a German company that owns a 0.1%~~ ~~non-managing~~ interest, and Allianz Asset Management of America Holdings Inc., a Delaware corporation that owns a 0.1% managing interest. Allianz of America is a wholly-owned indirect subsidiary of Allianz SE. Allianz Asset Management of America Holdings Inc. is a wholly-owned subsidiary of Allianz Asset Management GmbH, which is an indirect subsidiary of Allianz SE. Allianz SE indirectly holds a controlling interest in AAMA. Allianz SE is a European-based, multinational insurance and financial services holding company. The address for AAMA, Allianz Asset Management of America LLC and Allianz Asset Management of America Holdings Inc. is 650 Newport Center Drive, Newport Beach, California 92660. The address for Allianz Asset Management GmbH is Seidlstrasse, ~~24-24a, D-80335,~~ ~~Munich, Germany. Allianz SE’s address is Koeniginstrasse 28,~~ ~~D-80802,~~ ~~Munich, Germany.~~

~~The principal executive officers and directors of AllianzGI U.S. are presented in~~ ~~Appendix D~~.

~~Certain Trustees and Officers of the Funds~~~~. The following table lists the names of each Trustee and officer of the Funds who is also an officer, employee, director, general partner or Shareholder of AllianzGI U.S.~~

AllianzGI U.S. does not currently manage any funds or separate accounts that have an investment strategy or return profile substantially similar to those employed by CBH, NFJ, NIE, ACV, NCV or NCZ. More specifically, no other AllianzGI U.S.-managed funds employ the same combination of investment strategies as the Funds, nor do they utilize leverage similarly to the Funds such that they would provide a useful comparison.

AllianzGI U.S. currently serves as investment manager of the Funds. If the Proposed Investment Advisory Agreement is approved with respect to a Fund, AllianzGI U.S. will no longer serve in such capacity and will be replaced by Virtus, at a date and time mutually agreeable to the Funds, Virtus and AllianzGI U.S. following such shareholder approval in order to effect an efficient transition for the Funds and their Shareholders.

~~II.B. Approval of the Proposed Subadvisory Agreement with the Virtus Value Equity Subadviser~~

~~Description of the Proposed Virtus Value Equity Subadviser Subadvisory Arrangements~~

The portfolio management team to be employed by the Virtus Value Equity Subadviser is the same portfolio management team currently providing portfolio management with respect to value equity strategies for NFJ as employees of AllianzGI U.S. In connection with the strategic partnership between AllianzGI U.S. and Virtus, that team will no longer be employed by AllianzGI U.S. and will instead be employed by a new affiliate of Virtus expected to be called NFJ Investment Group, LLC (the “Virtus Value Equity Subadviser”). The Subadvisory Agreement with the Virtus Value Equity Subadviser calls for that portfolio management team to continue to provide the same portfolio management services, in the same strategies, as are currently being provided to NFJ. No changes to the portfolio management team or the principal investment strategies or risks of NFJ are expected in connection with the Subadvisory Agreement, although, as described in Section I, AllianzGI U.S. is currently the investment manager to NFJ and would cease providing services to with respect to NFJ. As investment adviser, Virtus would be responsible for overseeing the ~~performance~~investment management and ~~operations of the Virtus Value Equity Subadviser.~~

~~Trustees’ Considerations Related~~administration services provided to the ~~Proposed Virtus Value Equity Subadviser Subadvisory Agreement~~

Fund. The 1940 Act requires that both the full Board of Trustees and a majority of the Independent Trustees, voting separately, approve the proposed Virtus Value Equity Subadviser Subadvisory Agreements. The Boards met via videoconference on August 31, 2020 for the specific purpose of considering whether to approve the proposed Virtus Value Equity Subadviser Subadvisory Agreement. Information about the Boards’ deliberationsAdviser is included in Section I in the subsection “Trustees Considerations Related to the Proposed Investment Advisory Agreements and Subadvisory Agreements” as the Proposed Investment Advisory Agreements and Subadvisory Agreements are cross-contingent and were considered together for approval by the Boards.

~~The Virtus Value Equity Subadviser has offices~~located at One Financial Plaza, Hartford, ~~Connecticut 06103~~CT 06103. The Adviser has delegated, pursuant to the Interim Subadvisory Agreement, the day-to-day portfolio management of all the Funds except NFJ to Voya; and the day-to-day portfolio management of NFJ to two subadvisers: Voya (pursuant to the Interim Subadvisory Agreement) and NFJ Group. NFJ Group is an affiliate of the Adviser and, like the Adviser, an indirect wholly owned subsidiary of Virtus. NFJ Group is located at 2100 Ross Avenue, Suite 700, Dallas, ~~Texas~~TX 75201.~~The Virtus Value Equity Subadviser is newly organized for the purpose of carrying out the services described herein and did not yet manage any assets as of the date of this proxy statement.~~

~~The Virtus Value Equity Subadviser is a wholly-owned indirect subsidiary of Virtus Investment Partners, Inc., as~~ Voya, a wholly-owned subsidiary of ~~Virtus Partners, Inc.~~a holding company which is ~~wholly-owned~~ultimately owned by Allianz SE and Voya Financial, Inc., is located at 230 Park Avenue, New York, New York, 10169.

Virtus ~~Investment Partners, Inc.~~Fund Services, LLC (the “Administrator” or “Virtus Fund Services”) serves as the administrator for the Funds. The ~~address for each of these entities~~Administrator’s principal business office is located at One Financial Plaza, Hartford, ~~Connecticut~~CT 06103.

The ~~principal executive officers and directors~~Administrator is an indirect wholly owned subsidiary of ~~the Virtus Value Equity Subadviser are presented in~~ ~~Appendix B~~.

~~Certain Trustees and Officers of the Funds.~~ ~~There are no directors or members of the Virtus Value Equity Subadviser who are Trustees or officers of the Fund.~~

This section provides certain information about each Fund, including information about its investment manager, independent registered public accounting firm, executive officers and the identity of persons holding more than 5% of the outstanding shares of any class of any Fund.

~~Each Fund is a~~ ~~closed-end~~ management investment company organized as a business trust under the laws of the Commonwealth of Massachusetts. AIO was organized in 2019, NCV and NCZ were organized in 2003, CBH was organized in 2017, ACV was organized in 2015, NIE was organized in 2006 and NFJ was organized in 2003. The address of each Fund is 1633 Broadway, New York, New York 10019.

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

~~As part of the Transition, an affiliate of Virtus, Virtus Fund Services, LLC (“VFS”), will become administrator for the Funds. VFS intends to~~ ~~sub-delegate~~ ~~certain~~ ~~sub-administration~~ and accounting services to the Funds’ current service providers. The expected impact on each Fund’s expenses from the fees to be charged by VFS for administration services are set forth in Section I, and there are no expected increases in fees charged by the Funds’ current service providers in connection with these changes.

~~The Funds did not pay any commissions to an affiliated broker during the most recently completed fiscal year.~~

PricewaterhouseCoopers LLP (the “Independent Registered Public Accounting Firm”), serves as the independent registered public accounting firm for each Fund. The Independent Registered Public Accounting Firm ~~provides audit services, tax return review and assistance and consultation in connection with review of SEC filings. The Independent Registered Public Accounting Firm~~ is located at ~~300 Madison Avenue, New York, New York 10017~~2001 Market Street, Philadelphia, PA 19103-7042 for each ~~Trust.~~Fund.

[As of the ~~Independent Registered Public Accounting Firm will be available at~~Record Date, the ~~Meeting by telephone to answer any appropriate questions~~Funds’ Trustees and ~~will have~~executive officers, as a group, owned less than 1% of each Fund’s outstanding Shares]. As of May 23, 2022, the ~~opportunity to make a statement if they desire to do so.~~current Trustees owned Shares of each Fund in the following amounts:

As part of the Transition, it is expected that three trustees/directors from the boards of other funds advised by Virtus will be proposed for nomination to the Boards of the Funds. These appointments, if approved by the Boards, are expected to become effective upon the Closing of the Transition. The appointments are expected to provide the Boards with the benefit of having trustees with the familiarity of the investment and organizational philosophies, capabilities, personnel and ethics of Virtus and oversight and leadership structures that underpin the management of the Virtus funds, including Virtus’ investment oversight.

~~The following table provides information about the current executive officers of the Funds, including their principal occupations, which, unless specific dates are shown, are of~~each Fund’s knowledge, no person beneficially owns more than five ~~years’ duration, although the titles may not have been the same throughout. Unless otherwise indicated, each is currently an executive officer~~percent of the ~~Funds. Unless otherwise indicated,~~outstanding shares of each Fund’s Shares other than as listed in the ~~business address of~~below table. This information is primarily based on publicly available Schedule 13D and 13G disclosures filed with the persons listed below is 1633 Broadway, New York, NY 10019. It is expected that, contingent upon the Closing of the Transition, none of these officers will remain as officers of the Funds, as the newly elected Boards are expected to appoint officers from the Virtus organization.SEC.

~~Shareholders of record at the close of business~~you on the ~~Record Date are entitled to notice of, and to vote~~Internet at [    ]. These Proxy Materials will be available on the ~~Meeting. A quorum for each of NCV, NCZ, NIE and NFJ at~~internet through the Special Meeting will consist of the presence virtually or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at such Special Meeting. A quorum for ACV, CBH or AIO at its Meeting will consist of the presence virtually or by proxy of thirty-three and ~~one-third~~ ~~percent (33 1/3%) of the total Shares of the Fund entitled to vote at such Meeting. If the quorum required has not been met, the persons named in the proxies may propose adjournment~~day of the Meeting ~~with respect~~and any adjournments thereof.

Shareholders have no rights under applicable law or any Fund’s Charter and/or Bylaws to ~~such Proposal and, if adjournment is proposed, will vote all Shares that they are entitled to vote in favor~~exercise dissenters’ rights of ~~such adjournment. Any adjournments with respect to the Proposal for a Fund will require the affirmative vote of a plurality of the Shares of the relevant Fund to be adjourned.~~

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

Votes cast by proxy or virtually at the Meeting will be counted by persons appointed by the Funds as tellers both for the purpose of determining the presence of a quorum and for calculating the votes cast on the issues before the Meeting. Abstentions and “broker ~~non-votes”~~ (~~i.e.~~, proxies representing shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or the persons entitled to vote and (ii) the broker or nominee does not have the discretionary voting power on a particular matter) will be counted for quorum purposes.

With respect to each Fund, in the event that a quorum is not present for purposes of acting on a proposal for such Fund, or if sufficient votes in favor of a proposal are not received by the time of the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting for such Fund to permit further solicitation of proxies. For each Fund, any such adjournment will require the affirmative vote of a plurality of the shares of such Fund virtually present or represented by proxy at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of any proposal that has not then been adopted. They will vote against such adjournment those proxies requiredmatters to be voted ~~against each proposal that has not then been adopted and will not vote any proxies that direct them to abstain from voting on such proposals.~~

The solicitation of proxies by personal interview, mail and telephone may be made by officers and Trustees of each Fund and officers and employees of AllianzGI U.S., its affiliates and other representatives ofupon at the Funds. The Funds have retained AST Fund Solutions, LLC (“AST”) to serve as tabulator of proxies and this cost as well as the legal, audit and other costs of preparing, printing and mailing this Proxy Statement and the cost of holding the Meeting (including the costs of any additional solicitation and any adjourned session) are anticipated to be approximately $1,000,000 and will be borne (i) 50% by AllianzGI U.S. and (ii) 50% by Virtus.]

~~Electronic Voting:~~ ~~You may give your voting instructions via the Internet or by following the instructions found on the proxy card.~~

~~Telephone Voting:~~~~You may give your voting instructions over the telephone by calling the phone number listed on your proxy card. When receiving your instructions by telephone, the representative may ask you~~Deadline for your full name and address to confirm that you have received the proxy statement in the mail. If the information you provide matches the information provided to AST by the Funds, then a representative can record your instructions over the phone.

~~As the Meeting date approaches, you may receive a call from a representative of the Funds, AllianzGI U.S. or its affiliates if the Funds have not yet received your vote.~~

~~Voting by Mail:~~ If you wish to participate in the Meeting, but do not wish to give a proxy by telephone or via the Internet, you can complete, sign and mail the proxy card received with the proxy statement by following the instructions on the proxy card.]

It is currently anticipated that each Fund’s next annual meeting of Shareholders after the Meeting addressed in this Proxy Statement will be held in July 2021. Proposals of Shareholders intended to be presented at that annual meeting of a Fund must be received by the applicable Fund no later than February 1, 2021 for inclusion in the Funds’ proxy statement and proxy cards relating to that meeting. The submission by a Shareholder of a proposal for inclusion in the proxy materials does not guarantee that it will be included.2023. Shareholder proposals are subject to certain requirements under the federal securities laws and must be submitted in accordance with the applicable Fund’s Bylaws. Shareholders submitting any other proposals (including proposals to elect Trustee nominees) for a Fund intended to be presented at the annual meeting for the ~~2021-2022~~2023-2024 fiscal year (~~i.e.~~(i.e., other than those to be included in the ~~Funds’~~Fund’s proxy materials) must ensure that such proposals are received by the applicable Fund, in good order and complying with all applicable legal requirements and requirements set forth in the Fund’s Bylaws. Each Fund’s Bylaws provide that any such proposal must be received in writing by the Fund not less than 45 days nor more than 60 days prior to the first anniversary date of the date on which the Fund first mailed its proxy materials for the prior year’s Shareholder meeting; provided that, if, in accordance with applicable law, the upcoming Shareholder meeting is set for a date that is not within 30 days from the anniversary of the Fund’s prior Shareholder meeting, such proposal must be received by the later of the close of business on (i) the date 45 days prior to such upcoming Shareholder meeting date or (ii) the 10th business day following the date such upcoming Shareholder meeting date is first publicly announced or disclosed.

Assuming the next annual meeting is ultimately scheduled to be within 30 days of the July 912 anniversary of this year’s annual meeting, such proposals must be received no earlier than April ~~5, 2021~~9, 2023 and no later than April ~~20, 2021.~~24, 2023. The submission by a Shareholder of a proposal for inclusion in the proxy materials does not guarantee that it will be included. If a Shareholder who wishes to present a proposal fails to notify the Fund within the dates described above, the proxies solicited for the meeting will be voted on the Shareholder’s proposal, if it is properly brought before the annual meeting, in accordance with the judgment of the persons named in the enclosed proxy card(s). If a Shareholder makes a timely notification, the proxies may still exercise discretionary voting authority under circumstances consistent with the SEC’s proxy rules. Shareholder proposals should be addressed to the attention of the Secretary of the applicable Fund, at the address of the principal executive offices of the Fund, with a copy to David C. Sullivan, Ropes & Gray LLP, Prudential Tower, 800 Boylston Street, Boston, Massachusetts 02199-3600.

For additional requirements, shareholders may refer to the Bylaws of each Fund, a current copy of which may be obtained without charge upon request from the Funds’ Secretary. If a Fund does not receive timely notice pursuant to the Bylaws, the proposal will be excluded from consideration at the annual meeting.

~~8. For providing the services and assuming the expenses outlined herein, the Fund agrees that the Adviser shall be compensated as follows:~~

With respect to managing the investment and reinvestment of ~~[the Managed Asset Portion of]~~ the Fund’s assets, the Subadviser shall provide, at its own expense:

~~ARTICLE I~~ Representations in support of Investment Company Act Rule 30a-2 certifications of Form N-CSR.

In connection with your certification responsibility under Rule 30a-2 and Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, I have reviewed the following information ~~presented in the schedule of investments~~ for the period ended [Date of Reporting Period] (the “Report”) which forms part of the N-CSR for the Fund.

~~ARTICLE III~~ Our organization has designed, implemented and maintained internal controls and procedures, designed for the purpose of ensuring the accuracy and completeness of relevant portfolio trade data transmitted to those responsible for the preparation of the ~~Schedule of Investments.~~Report. As of the date of this certification there have been no material modifications to these internal controls and procedures.

I have read the draft of the Report which I understand to be current as of [Date of Reporting Period] and based on my knowledge, such draft of the Report, including the Fund Summary and Asset Allocations (as applicable), does not, with respect to ~~[that portion of~~ the Fund, ~~allocated to or managed by the Subadviser (the “Managed Asset Portion”)/the Fund],~~ contain any untrue statement of a material fact or omit to state a material fact necessary to make the information contained therein, in light of the circumstances under which such information is presented, not misleading with respect to the period covered by such draft Report.

I have disclosed, based on my most recent evaluation, to the Fund’s Chief Accounting Officer:

the Policies and Procedures of the Fund as adopted by the Fund’s Board of Trustees.

This certification relates solely to ~~[the Managed Asset Portion of]~~ the Fund named above and may not be relied upon by any other fund or entity.

~~ARTICLE IX~~ The Subadviser does not maintain the official books and records of the Fund named above. The Subadviser’s records are based on its own portfolio management system, a record-keeping system that is not intended to serve as the Fund’s official accounting system. The Subadviser is not responsible for the preparation of the Report.

~~As of [ ], 2020, the following persons owned of record or beneficially 5% or more of the noted class of shares of the following Funds:~~

Vote by Mail 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided. Vote by Telephone 1. 2. 3. Read the proxy statement and have the proxy card at hand. 4. Call toll-free 888-498-2627 5. Follow the simple instructions. VIRTUS EQUITY & CONVERTIBLE INCOME FUND JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via audio teleconference on September 27, 2022 at 3:30 p.m. (Eastern Time) (the "Meeting"), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund, c/o Virtus Investment Advisers, Inc., One Financial Plaza, Hartford, CT 06103 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s) if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on 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. 101 Munson Street Greenfield, MA 01301

~~Fund Name~~	~~Registration~~	~~Number of Shares~~	~~Percentage of~~ ~~Outstanding~~ ~~Shares of Class~~ ~~Owned~~
~~AIO~~
~~NCV~~
~~NCZ~~
~~CBH~~
~~ACV~~
~~NIE~~
~~NFJ~~

~~E-2~~

~~PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON [OCTOBER 28], 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~ that the undersigned 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 Special Meeting of Shareholders (the “Meeting”) to be held on [October 28], 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 Meeting or any adjournment thereof.~~

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

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 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 MEETING OF SHAREHOLDERS TO BE HELD ON [OCTOBER 28], 2020.~~ ~~The Proxy Statement is also available at~~ ~~https://vote.proxyonline.com/Allianz/docs/CEFAnnualMeeting.pdf~~.

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Convertible & Income 2024 Target Term Fund~~ ~~YOUR SIGNATURE IS REQUIRED~~ FOR ~~YOUR~~THE PROPOSAL. TO VOTE ~~TO BE COUNTED.~~

~~Please sign exactly~~– Mark one box in blue or black ink as ~~your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity~~shown in ~~which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.~~
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~

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

~~THE BOARD OF TRUSTEES RECOMMENDS A VOTE~~ ~~FOR~~ ~~THE FOLLOWING PROPOSALS:~~


~~PROPOSAL~~
		this example: FOR	AGAINST	ABSTAIN
1.	~~To approve an Investment Advisory Agreement between the Fund and Virtus Investment Advisers, Inc.~~	O	O	O

2.	~~To approve a Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and AllianzGI U.S. LLC.~~	O	O	O

3.	~~The transaction of such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.~~	O	O	O

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

PLEASE VOTE ALL YOUR BALLOTS IF YOU RECEIVED MORE THAN ONE BALLOT DUE TO MULTIPLE INVESTMENTS IN THE FUND. REMEMBER TO SIGN AND DATE ABOVE BEFORE MAILING IN YOUR VOTE. THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON [OCTOBER 28], 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~ that the undersigned 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 Special Meeting of Shareholders (the “Meeting”) to be held on [October 28], 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 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 PROPOSALS.~~

~~Please refer to the Proxy Statement for a discussion of the Proposal.~~

~~PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Convertible & Income Fund~~ ~~YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.~~

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



				~~SIGNATURE (IF HELD JOINTLY) DATE~~

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

~~THE BOARD OF TRUSTEES RECOMMENDS A VOTE~~ ~~FOR~~ ~~THE FOLLOWING PROPOSALS:~~


~~PROPOSAL~~
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
1.	~~To approve an Investment Advisory Agreement between the Fund and Virtus Investment Advisers, Inc.~~	O	O	O

2.	~~To approve a Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and AllianzGI U.S. LLC.~~	O	O	O

3.	~~The transaction of such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.~~	O	O	O

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

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

~~PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON [OCTOBER 28], 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~ that the undersigned 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 Special Meeting of Shareholders (the “Meeting”) to be held on [October 28], 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 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 PROPOSALS.~~

~~Please refer to the Proxy Statement for a discussion of the Proposal.~~

~~PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Convertible & Income Fund II~~ ~~YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.~~

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



				~~SIGNATURE (IF HELD JOINTLY) DATE~~

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

~~THE BOARD OF TRUSTEES RECOMMENDS A VOTE~~ ~~FOR~~ ~~THE FOLLOWING PROPOSALS:~~


~~PROPOSAL~~
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
1.	~~To approve an Investment Advisory Agreement between the Fund and Virtus Investment Advisers, Inc.~~	O	O	O

2.	~~To approve a Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and AllianzGI U.S. LLC.~~	O	O	O

3.	~~The transaction of such other business as may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.~~	O	O	O

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

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

~~PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON [OCTOBER 28], 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~ that the undersigned 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 Special Meeting of Shareholders (the “Meeting”) to be held on [October 28], 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 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 PROPOSALS.~~

~~Please refer to the Proxy Statement for a discussion of the Proposal.~~

~~PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Dividend, Interest & Premium Strategy Fund~~ ~~YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.~~

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



				~~SIGNATURE (IF HELD JOINTLY) DATE~~

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

~~THE BOARD OF TRUSTEES RECOMMENDS A VOTE~~ ~~FOR~~ ~~THE FOLLOWING PROPOSALS:~~


~~PROPOSAL~~
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
1.	~~To approve an Investment Advisory Agreement between the Fund and Virtus Investment Advisers, Inc.~~	O	O	O

2.	Approval of athe new Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and ~~NFJ~~Voya Investment ~~Group, LLC.~~Management Co. LLC by Shareholders of Virtus Equity & Convertible Income Fund. 2. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof.

	O	O	O

3.	Vote by Mail 4. Read the proxy statement. 5. Check the appropriate box(es) on the reverse side of the proxy card. 6. Sign, date and return the proxy card in the envelope provided. Vote by Telephone 6. 7. 8. Read the proxy statement and have the proxy card at hand. 9. Call toll-free 888-498-2627 10. Follow the simple instructions. VIRTUS CONVERTIBLE & INCOME FUND JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The ~~transaction~~undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via audio teleconference on September 27, 2022 at 3:30 p.m. (Eastern Time) (the "Meeting"), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund, c/o Virtus Investment Advisers, Inc., One Financial Plaza, Hartford, CT 06103 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any ~~adjournment(s)~~proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s) if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on 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 ~~postponement(s) thereof.~~	O	O	Oother entity or in another representative capacity, please give the full title under the signature. 101 Munson Street Greenfield, MA 01301

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

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON [OCTOBER 28], 2020~~

~~KNOW~~ ~~ALL PERSONS BY THESE PRESENTS~~ that the undersigned 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 Special Meeting of Shareholders (the “Meeting”) to be held on [October 28], 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 Meeting or any adjournment thereof.~~

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

~~Please refer to the Proxy Statement for a discussion of the Proposal.~~

~~PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Equity & Convertible Income Fund~~ ~~YOUR SIGNATURE IS REQUIRED~~ FOR ~~YOUR~~THE PROPOSAL. TO VOTE ~~TO BE COUNTED.~~

~~Please sign exactly~~– Mark one box in blue or black ink as ~~your name(s) appear(s) on~~shown in this example: FOR AGAINST ABSTAIN 3. Approval of the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~

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

~~THE BOARD OF TRUSTEES RECOMMENDS A VOTE~~ ~~FOR~~ ~~THE FOLLOWING PROPOSALS:~~


~~PROPOSAL~~
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
1.	~~To approve an Investment Advisory Agreement between the Fund and Virtus Investment Advisers, Inc.~~	O	O	O

2.	~~To approve a~~new Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and ~~AllianzGI U.S. LLC.~~Voya Investment Management Co. LLC by Shareholders of Virtus Convertible & Income Fund. 4. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof.

	O	O	O

3.	Vote by Mail 7. Read the proxy statement. 8. Check the appropriate box(es) on the reverse side of the proxy card. 9. Sign, date and return the proxy card in the envelope provided. Vote by Telephone 11. 12. 13. Read the proxy statement and have the proxy card at hand. 14. Call toll-free 888-498-2627 15. Follow the simple instructions. VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The ~~transaction~~undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via audio teleconference on September 27, 2022 at 3:30 p.m. (Eastern Time) (the "Meeting"), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund, c/o Virtus Investment Advisers, Inc., One Financial Plaza, Hartford, CT 06103 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any ~~adjournment(s)~~proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s) if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on 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 ~~postponement(s) thereof.~~	O	O	Oother entity or in another representative capacity, please give the full title under the signature. 101 Munson Street Greenfield, MA 01301

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

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON [OCTOBER 28], 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~ that the undersigned 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 Special Meeting of Shareholders (the “Meeting”) to be held on [October 28], 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 Meeting or any adjournment thereof.~~

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

~~Please refer to the Proxy Statement for a discussion of the Proposal.~~

~~PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Diversified Income & Convertible Fund~~ ~~YOUR SIGNATURE IS REQUIRED~~ FOR ~~YOUR~~THE PROPOSAL. TO VOTE ~~TO BE COUNTED.~~

~~Please sign exactly~~– Mark one box in blue or black ink as ~~your name(s) appear(s) on~~shown in this example: FOR AGAINST ABSTAIN 5. Approval of the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~

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

~~THE BOARD OF TRUSTEES RECOMMENDS A VOTE~~ ~~FOR~~ ~~THE FOLLOWING PROPOSALS:~~


~~PROPOSAL~~
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
1.	~~To approve an Investment Advisory Agreement between the Fund and Virtus Investment Advisers, Inc.~~	O	O	O

2.	~~To approve a~~new Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and ~~AllianzGI U.S. LLC.~~Voya Investment Management Co. LLC by Shareholders of Virtus Diversified Income & Convertible Fund. 6. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof.

	O	O	O

3.	Vote by Mail 10. Read the proxy statement. 11. Check the appropriate box(es) on the reverse side of the proxy card. 12. Sign, date and return the proxy card in the envelope provided. Vote by Telephone 16. 17. 18. Read the proxy statement and have the proxy card at hand. 19. Call toll-free 888-498-2627 20. Follow the simple instructions. VIRTUS CONVERTIBLE & INCOME FUND II JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The ~~transaction~~undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via audio teleconference on September 27, 2022 at 3:30 p.m. (Eastern Time) (the "Meeting"), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund, c/o Virtus Investment Advisers, Inc., One Financial Plaza, Hartford, CT 06103 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any ~~adjournment(s)~~proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s) if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on 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 ~~postponement(s) thereof.~~	O	O	Oother entity or in another representative capacity, please give the full title under the signature. 101 Munson Street Greenfield, MA 01301

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

~~THANK YOU FOR VOTING~~

~~[PROXY ID NUMBER HERE]~~

~~[CUSIP HERE]~~

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

~~PROXY IN CONNECTION WITH THE SPECIAL MEETING OF SHAREHOLDERS~~

~~TO BE HELD ON [OCTOBER 28], 2020~~

~~KNOW ALL PERSONS BY THESE PRESENTS~~ that the undersigned 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 Special Meeting of Shareholders (the “Meeting”) to be held on [October 28], 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 Meeting or any adjournment thereof~~.

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

~~Please refer to the Proxy Statement for a discussion of the Proposal.~~

~~PLEASE VOTE, DATE AND SIGN ON THE REVERSE SIDE HEREOF AND RETURN THE SIGNED PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.~~

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~


~~AllianzGI Artificial Intelligence & Technology Opportunities Fund~~ ~~YOUR SIGNATURE IS REQUIRED~~ FOR ~~YOUR~~THE PROPOSAL. TO VOTE ~~TO BE COUNTED.~~

~~Please sign exactly~~– Mark one box in blue or black ink as ~~your name(s) appear(s) on~~shown in this example: FOR AGAINST ABSTAIN 7. Approval of the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				~~SIGNATURE (AND TITLE IF APPLICABLE) DATE~~



				~~SIGNATURE (IF HELD JOINTLY) DATE~~

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

~~THE BOARD OF TRUSTEES RECOMMENDS A VOTE~~ ~~FOR~~ ~~THE FOLLOWING PROPOSALS:~~


~~PROPOSAL~~
		~~FOR~~	~~AGAINST~~	~~ABSTAIN~~
1.	~~To approve an Investment Advisory Agreement between the Fund and Virtus Investment Advisers, Inc.~~	O	O	O

2.	~~To approve a~~new Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and ~~AllianzGI U.S. LLC.~~Voya Investment Management Co. LLC by Shareholders of Virtus Convertible & Income Fund II. 8. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof.

	O	O	O

3.	Vote by Mail 13. Read the proxy statement. 14. Check the appropriate box(es) on the reverse side of the proxy card. 15. Sign, date and return the proxy card in the envelope provided. Vote by Telephone 21. 22. 23. Read the proxy statement and have the proxy card at hand. 24. Call toll-free 888-498-2627 25. Follow the simple instructions. VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The ~~transaction~~undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via audio teleconference on September 27, 2022 at 3:30 p.m. (Eastern Time) (the "Meeting"), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund, c/o Virtus Investment Advisers, Inc., One Financial Plaza, Hartford, CT 06103 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s) if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on 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. 101 Munson Street Greenfield, MA 01301

FOR AGAINST ABSTAIN IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SPECIAL MEETING OFSHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022. The proxy statement for this meeting is available at: www.eproxyaccess.com/[] YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL. TO VOTE – Mark one box in blue or black ink as shown in this example: FOR AGAINST ABSTAIN 9. Approval of the new Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and Voya Investment Management Co. LLC by Shareholders of Virtus Dividend, Interest & Premium Strategy Fund. 10. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof.

Vote by Mail 16. Read the proxy statement. 17. Check the appropriate box(es) on the reverse side of the proxy card. 18. Sign, date and return the proxy card in the envelope provided. Vote by Telephone 26. 27. 28. Read the proxy statement and have the proxy card at hand. 29. Call toll-free 888-498-2627 30. Follow the simple instructions. VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via audio teleconference on September 27, 2022 at 3:30 p.m. (Eastern Time) (the "Meeting"), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any ~~adjournment(s)~~time prior to its exercise at the Meeting either by submitting a letter of revocation or ~~postponement(s) thereof.~~

Oexecution of a subsequent proxy card to the Fund, c/o Virtus Investment Advisers, Inc., One Financial Plaza, Hartford, CT 06103 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s) if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on 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. 101 Munson Street Greenfield, MA 01301

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

~~THANK YOU FOR VOTING~~

FOR AGAINST ABSTAIN IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SPECIAL MEETING OFSHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022. The proxy statement for this meeting is available at: www.eproxyaccess.com/[] YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL. TO VOTE – Mark one box in blue or black ink as shown in this example: FOR AGAINST ABSTAIN 11. Approval of the new Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and Voya Investment Management Co. LLC by Shareholders of Virtus Artificial Intelligence & Technology Opportunities Fund. 12. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof.

~~[PROXY ID NUMBER HERE]~~

~~[BAR CODE HERE]~~

~~[CUSIP HERE]~~

Vote by Mail 19. Read the proxy statement. 20. Check the appropriate box(es) on the reverse side of the proxy card. 21. Sign, date and return the proxy card in the envelope provided. Vote by Telephone 31. 32. 33. Read the proxy statement and have the proxy card at hand. 34. Call toll-free 888-498-2627 35. Follow the simple instructions. VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES The undersigned hereby appoints Jennifer Fromm, George R. Aylward and W. Patrick Bradley, and each of them, attorneys and proxies of the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of the Fund which the undersigned is entitled to vote at the Joint Special Meeting of Shareholders of the Fund to be held via audio teleconference on September 27, 2022 at 3:30 p.m. (Eastern Time) (the "Meeting"), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund, c/o Virtus Investment Advisers, Inc., One Financial Plaza, Hartford, CT 06103 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS. CONTROL NUMBER AUTHORIZED SIGNATURE(S) This section must be completed for your vote to be counted. Signature(s) and Title(s) if applicable Sign in the box above Date Note: Please sign exactly as your name(s) appear(s) on 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. 101 Munson Street Greenfield, MA 01301

FOR AGAINST ABSTAIN IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE JOINT SPECIAL MEETING OFSHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022. The proxy statement for this meeting is available at: www.eproxyaccess.com/[] YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL. TO VOTE – Mark one box in blue or black ink as shown in this example: FOR AGAINST ABSTAIN 13. Approval of the new Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and Voya Investment Management Co. LLC by Shareholders of Virtus Convertible & Income 2024 Target Term Fund. 14. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof.


☒		~~Preliminary Proxy Statement~~

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

☐		~~Definitive Proxy Statement~~

☐		~~Definitive Additional Materials~~

☐		~~Soliciting Materials Pursuant to~~ ~~§240.14a-12~~



☒	~~No fee required~~

☐	~~Fee computed on table below per Exchange Act Rules~~ ~~14a-6(i)~~ x No fee required. ¨ Fee paid previously with preliminary materials. ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and ~~0-11.~~

	~~(1)~~	~~Title of each class of securities to which transaction applies:~~
	~~(2)~~	~~Aggregate number of securities to which transaction applies:~~
	~~(3)~~	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule~~ 0-11 ~~(set forth the amount on which the filing fee is calculated and state how it was determined):~~
	~~(4)~~	~~Proposed maximum aggregate value of transaction:~~
	~~(5)~~	~~Total fee paid:~~

☐	~~Fee paid previously with preliminary materials:~~

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

	1)	~~Amount Previously Paid:~~
	2)	~~Form, Schedule or Registration Statement No.:~~
	3)	~~Filing Party:~~
	4)	~~Date Filed:~~

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

Proposal		Shareholders Entitled to Vote
1	To be voted on by Shareholders of each Fund, voting separately by each such Fund:  the approval of new subadvisory agreements by and among each Fund, Virtus Investment Advisers, Inc. and Voya Investment Management.	AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ shareholders

2	Transact such additional business as properly comes before the Meeting	AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ shareholders


~~Fund~~	~~Date of Current IMA~~	~~Date Submitted to Shareholders~~
~~NFJ~~	~~February 15, 2005~~	~~April 1, 2004~~
~~NCV~~	~~October 1, 2016~~	~~March 24, 2003~~
~~NCZ~~	~~October 1, 2016~~	~~April 22, 2003~~
~~NIE~~	~~October 1, 2016~~	~~February 20, 2007~~
~~ACV~~	~~May 15, 2015~~	~~May 15, 2015~~
~~CBH~~	~~May 17, 2017~~	~~June 27, 2017~~
~~AIO~~	~~October 1, 2019~~	~~October 30, 2019~~

	By order of the Board,

	Jennifer S. Fromm Secretary

	Virtus Artificial Intelligence & Technology Opportunities Fund
	Virtus Convertible & Income Fund
	Virtus Convertible & Income Fund II
	Virtus Convertible & Income 2024 Target Term Fund
	Virtus Diversified Income & Convertible Fund
	Virtus Equity & Convertible Income Fund
	Virtus Dividend, Interest & Premium Strategy Fund

	Outstanding Common Shares	Outstanding Preferred Shares
AIO	[                   ]	N/A
NCV	[                   ]	[                   ]⁽¹⁾
NCZ	[                   ]	[                   ]⁽²⁾
CBH	[                   ]	N/A
ACV	[                   ]	[                   ]⁽³⁾
NIE	[                   ]	N/A
NFJ	[                   ]	N/A

	(1)	Includes [8,931] Auction Rate Preferred Shares and [4,000,000] Cumulative Preferred Shares.
	(2)	Includes [6,501] Auction Rate Preferred Shares and [4,360,000] Cumulative Preferred Shares.
	(3)	Includes [     ] MRPS


~~Fund Name~~		~~Annual Management~~ ~~Fee Rate Under~~ ~~Each Current~~ ~~Agreement~~
~~AIO~~⁽¹⁾		~~1.250%~~
~~NCV~~⁽²⁾		~~0.700%~~
~~NCZ~~⁽²⁾		~~0.700%~~
~~CBH~~⁽¹⁾		~~0.750%~~
~~ACV~~⁽¹⁾		~~1.000%~~
~~NIE~~⁽³⁾		~~1.000%~~
~~NFJ~~⁽³⁾		~~0.900%~~


~~Fund~~		~~Annual Fee Rate Under~~ ~~each Proposed Investment~~ ~~Advisory Agreement~~
~~AIO~~⁽¹⁾		~~1.25%~~
~~NCV~~⁽²⁾		~~0.70%~~
~~NCZ~~⁽²⁾		~~0.70%~~
~~CBH~~⁽¹⁾		~~0.75%~~
~~ACV~~⁽³⁾		~~1.00%~~
~~NIE~~⁽⁴⁾		~~1.00%~~
~~NFJ~~⁽⁴⁾		~~0.90%~~

⁽¹⁾ Fees calculated based on the average daily managed assets of the Fund. “Managed assets” means the total assets of the Fund (including assets attributable to any borrowings, issued debt securities or preferred shares that may be outstanding, reverse repurchase agreements and dollar rolls) minus accrued liabilities (other than liabilities representing borrowings, issued debt securities, reverse repurchase agreements and dollar rolls).


	AIO		NCV
	Under Current Agreement	Estimated *Pro Forma* Under Proposed Agreement*	Under Current Agreement	Estimated *Pro Forma* Under Proposed Agreement*
Management Fees⁽¹⁾	1.25%	1.25%	1.19%	1.19%
Interest Payments on Borrowings	0.00%	0.00%	0.16%	0.16%
Dividend Expense of Preferred Shares	0.00%	0.00%	0.00%	0.00%
Other Expenses	0.09%	0.15%	0.18%	0.31%
Admin Fees	[ ]%	0.10%	[ ]%	0.17%
Total Annual Expenses	1.34%	1.40%	1.53%	1.66%
(Fee Waiver)	0.00%	(0.06%)	0.00%	(0.13%)
Total Annual Expenses After Fee Waiver	1.34%	1.34%	1.53%	1.53%

	CBH		ACV
	Under Current Agreement	Estimated *Pro Forma* Under Proposed Agreement*	Under Current Agreement	Estimated *Pro Forma* Under Proposed Agreement*
Management Fees⁽¹⁾	1.04%	1.04%	[ ]%	[ ]%
Interest Payments on Borrowings	1.07%	1.07%	[ ]%	[ ]%
Dividend Expense of Preferred Shares	0.00%	0.00%	[ ]%	[ ]%
Other Expenses	0.27%	0.36%	[ ]%	[ ]%
Admin Fees	[ ]%	0.14%	[ ]%	[ ]%
Total Annual Expenses	2.38%	2.47%	[ ]%	[ ]%
(Fee Waiver)	0.00%	(0.09%)	[ ]%	[ ]%
Total Annual Expenses After Fee Waiver	2.38%	2.38%	[ ]%	[ ]%

	NFJ		NCZ
	Under Current Agreement	Estimated *Pro Forma* Under Proposed Agreement*	Under Current Agreement	Estimated *Pro Forma* Under Proposed Agreement*
Management Fees⁽¹⁾	0.90%	0.90%	1.20%	1.20%
Interest Payments on Borrowings	0.00%	0.00%	0.00%	0.00%
Dividend Expense of Preferred Shares	0.00%	0.00%	0.00%	0.00%
Other Expenses	0.06%	0.15%	0.21%	0.34%
Admin Fees	[ ]%	0.10%	[ ]%	0.17%
Total Annual Expenses	0.96%	1.05%	1.41%	1.54%
(Fee Waiver)	0.00%	(0.09%)	0.00%	(0.13%)
Total Annual Expenses After Fee Waiver	0.96%	0.96%	1.41%	1.41%

	NIE
	Under Current Agreement	Estimated *Pro Forma* Under Proposed Agreement*
Management Fees⁽¹⁾	1.00%	1.00%
Interest Payments on Borrowings	0.00%	0.00%
Dividend Expense of Preferred Shares	0.00%	0.00%
Other Expenses	0.07%	0.16%
Admin Fees	[ ]%	0.10%
Total Annual Expenses	1.07%	1.16%
(Fee Waiver)	0.00%	(0.09%)
Total Annual Expenses After Fee Waiver	1.07%	1.07%

Name⁽¹⁾	Position with Voya
Christine Lynn Hurtsellers	Chief Executive Officer
Amir Sahibzada	Chief Risk Officer
Michael Allyn Bell	Chief Financial Officer
James Michael Fink	Chief Administrative Officer
Dina Santoro	Chief Operating Officer
Huey Paul Falgout	Head of IM Legal
Micheline Suzanne Faver	Chief Compliance Officer

(1) The business address of the persons listed above is c/o Voya Investment Management Co. LLC, 230 Park Avenue, New York, NY 10169


~~Name~~	~~Position with Fund~~	~~Position with AllianzGI U.S.~~
~~Thomas J.~~ ~~Fuccillo~~	~~Interested Trustee, President~~ ~~and Chief Executive Officer~~	~~Managing Director and Head of US Funds of Allianz Global Investors U.S. Holdings LLC; Managing Director of Allianz Global Investors Distributors LLC~~
~~Scott Whisten~~	~~Financial and Accounting~~ ~~Officer~~	~~Director of Allianz Global Investors U.S. LLC~~
~~Thomas Harter~~	~~Chief Compliance Officer~~	~~Director, Senior Compliance Manager of Allianz Global Investors U.S. Holdings LLC; Director, Deputy Chief Compliance Officer of Allianz Global Investors U.S. LLC~~
~~Angela~~ ~~Borreggine~~	~~Chief Legal Officer and~~ ~~Secretary~~	~~Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC~~
~~Richard J.~~ ~~Cochran~~	~~Assistant Treasurer~~	~~Vice President of Allianz Global Investors U.S. LLC~~
~~Orhan Dzemaili~~	~~Assistant Treasurer~~	~~Director of Allianz Global Investors U.S. LLC~~
~~Debra Rubano~~	~~Assistant Secretary~~	~~Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC~~
~~Craig Ruckman~~	~~Assistant Secretary~~	~~Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC; Chief Legal Officer of Allianz Global Investors Distributors LLC~~

	(1)
~~Name~~[Ownership percentages shown are equal to the number of votes attributable to shareholder’s Preferred Shares divided by the total votes attributable to all Preferred Shares. The Auction Rate Preferred Shares and ~~Address~~		~~Position(s) Held~~ ~~with~~ Cumulative Preferred Shares issued by NCV and NCZ have liquidation preferences of $25,000 per share and $25.00 per share. For NCV, as of the ~~Fund~~	~~Term~~Record Date, UBS Group AG’s Preferred Shares represented 90.20% of ~~Office~~NCV’s Auction Rate Preferred Shares outstanding and ~~Length~~ less than 1% of ~~Time~~ ~~Served~~	~~Principal Occupation(s)~~ ~~During~~NCV’s Cumulative Preferred Shares outstanding. For NCZ, as of the ~~Past 5 Years~~

~~Thomas J. Fuccillo~~		~~President~~Record Date, UBS Group AG’s Preferred Shares represented 86.69% of NCZ’s Auction Rate Preferred Shares outstanding and ~~Chief Executive Officer~~	~~NCV, NCZ, NIE, NFJ &~~no Cumulative Preferred Shares. The MRPS issued by ACV ~~(Since April 2016)~~ ~~CBH~~ ~~(Since May 2017)~~ ~~AIO~~ ~~(Since October 2019)~~	~~Managing Director~~ have an aggregate liquidation preference of $30,000 per share and Head of US Funds of Allianz Global Investors U.S. Holdings LLC; Managing Director of Allianz Global Investors Distributors LLC; Trustee, President and Chief Executive Officer of The Korea Fund, Inc. and The Taiwan Fund, Inc.; and President and Chief Executive Officer of 55 funds in the Fund Complex. Formerly, Associate General Counsel, Head of US Funds and Retail Legal of Allianz Global Investors U.S. Holdings LLC; Chief Legal Officer and Secretary of Allianz Global Investors Distributors LLC (2013-2019); Vice President, Secretary and Chief Legal Officer of numerous funds in the Fund Complex (2004-2016).

~~Scott Whisten~~		~~Treasurer, Principal Financial and Accounting Officer~~	~~NCV, NCZ, NIE, NFJ, ACV &~~ ~~CBH~~ ~~(Since April 2018)~~ ~~AIO~~ ~~(Since October 2019)~~	Director of Allianz Global Investors U.S. LLC; and Treasurer, Principal Financial and Accounting Officer of 55 funds in the Fund Complex. Formerly, Assistant Treasurer of numerous funds in the Fund Complex (2007-2018).

~~Angela Borreggine~~		~~Chief Legal Officer and Secretary~~	~~NCV, NCZ, NIE, NFJ & ACV~~ ~~(Since April 2016)~~ ~~CBH~~ ~~(Since May 2017)~~ ~~AIO~~ ~~(Since October 2019)~~	Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC; Chief Legal Officer and Secretary of 55 funds in the Fund Complex; Secretary and Chief Legal Officer of The Korea Fund, Inc. Formerly, Assistant Secretary of numerous funds in the Fund Complex (2015-2016).

~~Thomas L. Harter, CFA~~		~~Chief Compliance Officer~~	~~NCV, NCZ, NIE & NFJ~~ ~~(Since June 2013)~~ ~~ACV~~ ~~(Since May 2015)~~ ~~CBH~~ ~~(Since May 2017)~~ ~~AIO~~ ~~(Since October 2019)~~	Director of Allianz Global Investors U.S. Holdings LLC; Director, Deputy Chief Compliance Officer of Allianz Global Investors U.S. LLC; Chief Compliance Officer of 55 funds in the Fund Complex and of The Korea Fund, Inc.are held by Metropolitan Life Insurance Company.]


~~Orhan Dzemaili~~	~~Assistant Treasurer~~	~~NCV, NCZ, NIE & NFJ~~ ~~(Since January 2011)~~ ~~ACV~~ ~~(Since May 2015)~~ ~~CBH~~ ~~(Since May 2017)~~ ~~AIO~~ ~~(Since October 2019)~~	Director of Allianz Global Investors U.S. LLC; Treasurer, Principal Financial and Accounting Officer of The Korea Fund, Inc. Assistant Treasurer of 55 funds in the Fund Complex. Formerly, Assistant Treasurer of The Korea Fund, Inc. (2016 - 2018).

~~Richard J. Cochran~~	~~Assistant Treasurer~~	~~NCV, NCZ, NIE & NFJ~~ ~~(Since May 2008)~~ ~~ACV~~ ~~(Since May 2015)~~ ~~CBH~~ ~~(Since May 2017)~~ ~~AIO~~ ~~(Since October 2019)~~	~~Vice President of Allianz Global Investors U.S. LLC; and Assistant Treasurer of 55 funds in the Fund Complex and of The Korea Fund, Inc.~~

~~Debra Rubano~~	~~Assistant Secretary~~	~~NCV, NCZ, NIE, NFJ & ACV~~ ~~(Since December 2015)~~ ~~CBH~~ ~~(Since May 2017)~~ ~~AIO~~ ~~(Since October 2019)~~	~~Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC; and Assistant Secretary of 55 funds in the Fund Complex.~~

~~Craig Ruckman~~	~~Assistant Secretary~~	~~NCV, NCZ, NIE, NFJ, ACV &~~ ~~CBH~~ ~~(Since December 2017)~~ ~~AIO~~ ~~(Since October 2019)~~	Director of Allianz Global Investors U.S. Holdings LLC; Chief Legal Officer of Allianz Global Investors Distributors LLC and Assistant Secretary of 55 funds in the Fund Complex. Formerly, Associate of K&L Gates LLP (2012-2016).

		Very truly yours,
~~APPENDIX A~~
~~FORM OF PROPOSED INVESTMENT ADVISORY AGREEMENT~~	JENNIFER S. FROMM Secretary
~~APPENDIX B~~
~~PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF VIRTUS~~	Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund
~~APPENDIX C~~	Virtus AllianzGI Convertible & Income Fund
	~~FORM OF SUBADVISORY AGREEMENT~~ Virtus AllianzGI Convertible & Income Fund II
~~APPENDIX D~~	Virtus AllianzGI Convertible & Income 2024 Target Term Fund
	~~PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF ALLIANZGI U.S.~~ Virtus AllianzGI Diversified Income & Convertible Fund
~~APPENDIX E~~	Virtus AllianzGI Equity & Convertible Income Fund
	~~OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS~~ Virtus Dividend, Interest & Premium Strategy Fund.


~~Name~~		~~Position with Virtus~~
~~George R. Aylward~~		~~Director, President and Chairman~~

~~Michael A. Angerthal~~		~~Director, Executive Vice President and Chief Financial Officer~~

~~Francis G. Waltman~~		~~Director, Executive Vice President~~

~~Kevin J. Carr~~		~~Vice President and Clerk~~

~~Jennifer Fromm~~		~~Assistant Clerk~~

~~David Fusco~~		~~Vice President and Chief Compliance Officer~~

~~David G. Hanley~~		~~Senior Vice President and Treasurer~~

~~Wendy J. Hills~~		~~Executive Vice President, General Counsel and Assistant Clerk~~

~~David Martin~~		~~Vice President~~

			VIRTUS ________ FUND
~~[FUND NAME]~~

	By:
		Name:
		Title:

~~VIRTUS [~~]
	VIRTUS INVESTMENT ADVISERS, INC.


	By:
		Name:
		~~Title:~~


~~[ALLIANZ GLOBAL INVESTORS U.S. LLC]~~ ~~[NFJ INVESTMENT GROUP, LLC]~~

~~By:~~
		~~Name:~~
		Title:

SCHEDULES:	A.	Operational Procedures
	B.	Record Keeping Requirements
	C.	Fee Schedule
	D.	Subadviser Functions
	E.	Form of Sub-Certification


~~ARTICLE X~~

~~ARTICLE XI~~
~~ARTICLE XII [Name~~[Name of Subadviser]				Date
~~ARTICLE XIII [Name~~[Name of Authorized Signer]
[Title of Authorized Signer]


~~Fund Name~~	~~Shares~~ ~~Outstanding~~	~~Shares~~ ~~Entitled to Vote~~
~~AIO~~
~~NCV~~
~~NCZ~~
~~CBH~~
~~ACV~~
~~NIE~~
~~NFJ~~