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IMPORTANT:
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Shareholders are cordially invited to attend the Meeting (telephonically). In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Meeting (telephonically). Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person (telephonically) if you attend the Meeting and elect to vote in person (telephonically).
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Registrations
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Valid Signature
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Corporate Accounts
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(1) ABC Corp
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(1) ABC Corp
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| (2) ABC Corp | | | (2) John Doe, Treasurer | | ||
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(3) ABC Corp. c/o John Doe, Treasurer
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| | (3) John Doe | | ||
| (4) ABC Corp. Profit Sharing Plan | | | (4) John Doe, Trustee | | ||
Partnership Accounts
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(1) The XYZ partnership
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(1) Jane B. Smith, Partner
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(2) Smith and Jones, limited partnership
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(2) Jane B. Smith, General Partner
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Trust Accounts
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| | (1) ABC Trust | | | (1) John Doe, Trustee | |
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(2) Jane B. Doe, Trustee u/t/d 12/28/78
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| | (2) Jane B. Doe | |
Custodial or Estate Accounts
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(1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA
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(1) John B. Smith
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| (2) Estate of John B. Smith | | | (2) John B. Smith, Jr., Executor | |
Proposal
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Shareholders
Entitled to Vote |
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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 | |
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Outstanding
Common Shares |
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Outstanding
Preferred Shares |
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AIO
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| | | | 34,340,972 | | | | | | N/A | | |
NCV
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| | | | 90,373,569 | | | | | | 4,008,931(1) | | |
NCZ
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| | | | 76,115,749 | | | | | | 4,366,501(2) | | |
CBH
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| | | | 18,263,597 | | | | | | N/A | | |
ACV
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| | | | 10,362,954 | | | | | | 1,200,000(3) | | |
NIE
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| | | | 27,708,965 | | | | | | N/A | | |
NFJ
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| | | | 94,801,581 | | | | | | N/A | | |
Name(1)
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Position with Voya
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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 | |
Michael Bruce Pytosh | | | Co-Chief Investment Officer of Equities | |
Name(1)
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Position with Voya
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Paul Lawrence Zemsky | | | Chief Investment Officer of Multi-Asset Strategies and Solutions | |
Matthew Nmn Toms | | | Chief Investment Officer of Fixed Income and Proprietary Investments | |
Jacob John Tuzza | | | Head of Distribution | |
Vincent Joseph Costa | | | Co-Chief Investment Officer of Equities | |
Name of Trustee
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Dollar Range
of Equity Securities in AIO |
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Dollar Range
of Equity Securities in NCV |
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Dollar Range
of Equity Securities in NCZ |
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Dollar Range
of Equity Securities in CBH |
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Independent Trustees | | | | | | | | | | | | | |
Sarah E. Cogan | | |
$10,001 – $50,000
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$1 – $10,000
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$1 – $10,000
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$10,001 – $50,000
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Deborah A. DeCotis | | |
$10,001 – $50,000
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$1 – $10,000
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$1 – $10,000
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None
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F. Ford Drummond | | |
$1 – $10,000
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$1 – $10,000
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$1 – $10,000
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$1 – $10,000
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James S. Macleod | | |
$50,001 – $100,000
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$50,001 – $100,000
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$50,001 – $100,000
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None
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Philip R. McLoughlin | | |
$1 – $10,000
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$1 – $10,000
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None
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None
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William B. Ogden, IV | | |
None
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None
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None
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None
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Alan Rappaport | | |
$10,001 – $50,000
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$1 – $10,000
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$1 – $10,000
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$10,001 – $50,000
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R. Keith Walton | | |
None
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None
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None
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None
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Brian T. Zino | | |
$10,001 – $50,000
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$10,001 – $50,000
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$1 – $10,000
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None
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Interested Trustee | | | | | | | | | | | |||
George R. Aylward | | |
$50,001 – $100,000
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$10,001 – $50,000
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$10,001 – $50,000
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None
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Name of Trustee
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Dollar Range
of Equity Securities in ACV |
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Dollar Range
of Equity Securities in NIE |
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Dollar Range
of Equity Securities in NFJ |
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Aggregate Dollar Range
of Equity Securities in All Funds Overseen by Trustees in Family of Registered Investment Companies* |
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Independent Trustees | | | | | | | | | | | |||
Sarah E. Cogan | | |
$10,001 – $50,000
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$10,001 – $50,000
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$10,001 – $50,000
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Over $100,000
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Deborah A. DeCotis
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$1 – $10,000
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$1 – $10,000
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$1 – $10,000
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Over $100,000
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F. Ford Drummond | | |
$50,001 – $100,000
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$1 – $10,000
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$1 – $10,000
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Over $100,000
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James S. Macleod | | |
None
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$10,001 – $50,000
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$50,001 – $100,000
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Over $100,000
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Philip R. McLoughlin
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None
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$1 – $10,000
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None
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Over $100,000
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William B. Ogden, IV
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None
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None
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None
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None
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Alan Rappaport | | |
$10,001 – $50,000
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$10,001 – $50,000
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$10,001 – $50,000
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Over $100,000
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R. Keith Walton | | |
$1 – $10,000
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None
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None
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Over $100,000
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Brian T. Zino | | |
$10,001 – $50,000
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$10,001 – $50,000
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$10,001 – $50,000
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Over $100,000
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Interested Trustee
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George R. Aylward | | |
$10,001 – $50,000
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$50,001 – $100,000
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$50,001 – $100,000
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Over $100,000
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Title of Class
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Name and Address of Beneficial Ownership
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No. of
Shares |
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Percent
of Class |
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Common Shares of
ACV |
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First Trust Portfolios L.P. First Trust Advisors L.P.
The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 |
| | | | 642,423 | | | | | | 6.20% | | |
Preferred Shares of
ACV |
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Metropolitan Life Insurance Co/NY
One MetLife Way Whippany, NJ 07981 |
| | | | 1,200,000 | | | | | | 100% | | |
Common Shares of
CBH |
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Morgan Stanley
1585 Broadway New York, NY 10036 |
| | | | 1,034,495 | | | | | | 5.66% | | |
Common Shares of
CBH |
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Punch & Associates Investment Management Inc.
7701 France Ave South, Suite 300 Edina MN 55435 |
| | | | 939,219 | | | | | | 5.14% | | |
Common Shares of
NCV |
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Bank of America Corp
100 N Tryon St Charlott NC 28255 |
| | | | 4,719,727 | | | | | | 5.22% | | |
Cumulative Preferred
Shares of NCV |
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RiverNorth Capital Management LLC
325 N. LaSalle Street, Suite 645 Chicago, IL 60654 |
| | | | 331,750 | | | | | | 8.29% | | |
Cumulative Preferred
Shares of NCV |
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Louisiana Workers Compensation Corp
2237 South Acadian Thruway Baton Rouge LA 70808 |
| | | | 324,146 | | | | | | 8.10% | | |
Cumulative Preferred
Shares of NCV |
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Fidelity National Financial, Inc.,
601 Riverside Ave, Jacksonville, FL 32204 |
| | | | 231,936 | | | | | | 5.80% | | |
Cumulative Preferred
Shares of NCV |
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Americo Financial Life & Annuity Ins
PO Box 410288 Kansas City MO 64141-0288 |
| | | | 215,000 | | | | | | 5.38% | | |
Cumulative Preferred
Shares of NCZ |
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Fidelity National Financial, Inc.,
601 Riverside Ave, Jacksonville, FL 32204 |
| | | | 475,000 | | | | | | 10.89% | | |
Common Shares of
NFJ |
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Parametric Portfolio Associates LLC
800 Fifth Avenue, Suite 2800 Seattle, WA 98104 |
| | | | 7,748,300 | | | | | | 8.17% | | |
Title of Class
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Name and Address of Beneficial Ownership
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No. of
Shares |
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Percent
of Class |
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Common Shares of
NIE |
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Wells Fargo & Company
420 Montgomery Street San Francisco CA 94163 |
| | | | 1,523,299 | | | | | | 5.50% | | |
Preferred Shares of
NCV |
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UBS Group AG
Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland |
| | | | 8,058 | | | | | | 17.18%(1) | | |
| | | | VIRTUS FUND | | |||
| | | | By: | | | ||
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Name:
Title: |
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| | | | VIRTUS INVESTMENT ADVISERS, INC. | | |||
| | | | By: | | | ||
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Name:
Title: |
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Name:
Title: |
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| SCHEDULES: | | | A. Operational Procedures | |
| | | | B. Record Keeping Requirements | |
| | | | C. Fee Schedule | |
| | | | D. Subadviser Functions | |
| | | | E. Form of Sub-Certification | |
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[Name of Subadviser]
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Date
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| [Name of Authorized Signer] | | | | |
| [Title of Authorized Signer] | | | | |
100139 VOTE BY MAIL 1. Read the proxy statement. 2. Check the appropriate box(es) on the reverse side of the proxy card. 3. Sign, date and return the proxy card in the envelope provided. VOTE ONLINE 1. Read the proxy statement and have the proxy card at hand. 2. Go to www.proxyvotenow.com/VirtusCEFs 3. Follow the simple instructions. VOTE BY PHONE 1. Read the proxy statement and have the proxy card at hand. 2. Call toll-free 855-461-6860 3. Follow the simple instructions. [FUND NAME PRINTS HERE] JOINT SPECIAL MEETING OF THE SHAREHOLDERS TO BE HELD ON SEPTEMBER 27, 2022 THIS PROXY IS 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 3:30p.m. (Eastern Time) (the “Meeting”), and at any adjournments or postponements thereof. Please refer to the Proxy Statement for instructions on how to participate in the Telephonic Meeting. The undersigned hereby acknowledges receipt of the Notice of Joint Special Meeting and Proxy Statement and hereby instructs said attorneys and proxies to vote said shares as indicated herein. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. This Proxy may be revoked at any time prior to its exercise at the Meeting either by submitting a letter of revocation or execution of a subsequent proxy card to the Fund’s proxy solicitor, c/o Di Costa Partners, LLC, 333 Ludlow Street, 5th Floor, South Tower, Stamford, CT 06902 prior to the date of the Meeting or by voting at the Meeting. A Majority of the Proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS EXECUTED BY NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL AND IN THE DISCRETION OF THE PROXY HOLDER AS TO ANY OTHER MATTER THAT MAY PROPOERLY 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. If signing for estates, trusts, or other fiduciaries, your title or capacity should be stated and where more than one name appears, a majority must sign. If shares are held jointly, one or more joint owners should sign personally. If a corporation, the signature should be that of an authorized officer who should state his or her title. PO Box 211230, Eagan, MN 55121-9984 |
100139 Important Notice Regarding the Availability of Proxy Materials for the Joint Special Meeting of Shareholders to be held on September 27, 2022. The Proxy Statement for this Meeting is available at www.eproxyaccess.com/VirtusCEFs2022 YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR VOTE TODAY! YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED. IF YOU ARE NOT VOTING BY PHONE OR INTERNET, PLEASE SIGN AND DATE THIS PROXY CARD ON THE REVERSE SIDE AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. THE BOARD, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS. TO VOTE – Mark one box in blue or black ink as shown in this example: FOR AGAINST ABSTAIN 1. Approval of the new Subadvisory Agreement by and among each Fund, Virtus Investment Advisers, Inc. and Voya Investment Management Co. LLC. 2. To consider and vote upon such other matters, including adjournments, as may properly come before the Meeting or any adjournments thereof. |