CBH Virtus Convertible and Income 2024 Target Term Fund

PROXY STATEMENT

FOR THE SPECIAL MEETINGS OF SHAREHOLDERS

TO BE HELD ON OCTOBER 28, 2020

The Notice of the Meetings, this Proxy Statement and the proxy card are being made available to Shareholders of record as of September 10, 2020 (the “Record Date”) beginning on or about September 15, 2020.

ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

ALLIANZGI CONVERTIBLE & INCOME FUND

ALLIANZGI CONVERTIBLE & INCOME FUND II

ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

ALLIANZGI DIVERSIFIED INCOME & CONVERTIBLE FUND

ALLIANZGI EQUITY & CONVERTIBLE INCOME FUND

ALLIANZGI DIVIDEND, INTEREST & PREMIUM STRATEGY FUND

1633 Broadway

New York, NY 10019

INTRODUCTION

The Board of Trustees (each a “Board” or “Trustees”) of each of AllianzGI Artificial Intelligence & Technology Opportunities Fund (“AIO”), AllianzGI Convertible & Income Fund (“NCV”), AllianzGI Convertible & Income Fund II (“NCZ”), AllianzGI Convertible & Income 2024 Target Term Fund (“CBH”), AllianzGI Diversified Income & Convertible Fund (“ACV”), AllianzGI Equity & Convertible Income Fund (“NIE”) and AllianzGI Dividend, Interest & Premium Strategy Fund (“NFJ”) (each, a “Fund” and together, the “Funds”) is soliciting proxies from the Shareholders of each Fund listed above in connection with the special meetings (the “Meetings”) of Shareholders of the Funds to be held at 12:00 p.m., Eastern time, on October 28, 2020 in person and virtually via webcast.

The Boards have considered a series of changes to the Funds that will allow a transition to a new management structure (the “Transition”) in line with the recently announced strategic partnership between Virtus Investment Advisers, Inc. (“Virtus”) and AllianzGI U.S. As part of the Transition: (i) Virtus will serve as the new investment adviser to each Fund, (ii) Allianz Global Investors U.S. LLC (“AllianzGI U.S.”) will serve as subadviser to each Fund except NFJ (the “AllianzGI-Subadvised Funds”), and (iii) NFJ Investment Group, LLC (the “Virtus Value Equity Subadviser”) will serve as subadviser to NFJ. Virtus and its affiliates offer comprehensive services and greater scale, leverage and negotiating power with service providers. As part of the Transition, an affiliate of Virtus will become administrator for the Funds. Investment

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management fees for the Funds will be maintained at current levels, and the Funds will have expense limitation arrangements in place that will contractually limit each Fund’s total operating expenses so that, on a net basis, such expenses will be equal to or lower than current net total expenses for at least two years following the Closing. Net total operating expenses could increase after the second anniversary of the Closing unless these expense limitation agreements are further continued. In addition, no changes to the portfolio management teams, investment strategies or investment processes will occur as a direct result of the Transition. It is anticipated that the Transition will be completed prior to December 31, 2020 (the “Closing”). AllianzGI U.S. will receive separate consideration annually, for a fixed period of time, from Virtus with respect to the Transition. This consideration is based on net management fees earned with respect to certain Funds. These arrangements are part of a broader strategic relationship between Virtus and AllianzGI U.S. relating to the Funds in this Proxy Statement and other retail products currently sponsored and managed by AllianzGI U.S. Upon Closing of the Transition, it is also expected that the naming convention of the Funds will change. “Virtus” will be inserted before the current name of each of the AllianzGI-Subadvised Funds and “Virtus NFJ” will replace “AllianzGI” in the current name of NFJ.

Shareholders are NOT being asked to vote on the Transition. Rather, Shareholders are being asked to vote on the Proposals, listed below, that are being presented to them as a result of the Transition. The Closing of the Transition is dependent on the mutual agreement of Virtus and AllianzGI U.S. to proceed with their strategic partnership and transition operational control of the Funds. Even if Shareholders approve the Proposals for a particular Fund, the Proposals will not move forward if Virtus and AllianzGI U.S. do not proceed with the Closing of the Transition. This is because the proposed Transition relates to a new constellation of management arrangements. With respect to each Fund, Proposals 1 and 2 are contingent on one another. Approval of the proposed investment advisory agreements (the “Proposed Investment Advisory Agreements”) is dependent on approval of the new subadvisory agreements (the “Subadvisory Agreements”) and vice versa; neither Proposal will proceed without approval of the other. Lastly, there may be circumstances where a Fund does not reach a quorum or a sufficient number of votes to approve a Proposal, but AllianzGI U.S. and Virtus nevertheless proceed to Closing. In the absence of Shareholder approval of the Proposed Investment Advisory Agreements and Subadvisory Agreements for one or more Fund, there would be no automatic change to existing contractual arrangements; however, the Trustees (either acting of their own accord or responding to action taken or a proposal by AllianzGI U.S. and/or Virtus) may take such further action as they may deem to be in the best interests of the Shareholders of the relevant Funds for which the votes failed.

The Notice of the Meetings, this Proxy Statement and the proxy card are being made available to Shareholders of record as the Record Date beginning on or about September 15, 2020. Upon request and without charge, the Funds will furnish each person to whom this Proxy Statement is delivered with a copy of the Funds’ latest

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annual and semi-annual shareholder reports (if any). You may obtain copies of one or more reports without charge by calling 1-800-254-5197, by writing to the Funds at the address appearing above or on the Funds’ website at us.allianzgi.com.

The Meetings are being called for the following purposes: (1) to approve the Proposed Investment Advisory Agreement between each Fund and Virtus, (2) to approve new Subadvisory Agreements by and among each AllianzGI-Subadvised Fund, Virtus and AllianzGI U.S., (3) to approve a new Subadvisory Agreement by and among NFJ, Virtus and the Virtus Value Equity Subadviser, and (4) to transact such other business as may properly come before the Meetings or any postponement or adjournment thereof.

SUMMARY OF THE PROPOSALS

As described below, the Meetings have been called for the following purposes:

1. To be voted on by all Shareholders of each Fund, voting separately by each such Fund: the approval of the Proposed Investment Advisory Agreement between each Fund and Virtus, as described in Section I below;

2A. To be voted on by all Shareholders the AllianzGI-Subadvised Funds, voting separately by each such Fund: the approval of the Subadvisory Agreements by and among each AllianzGI-Subadvised Fund, Virtus and AllianzGI U.S., as described in Section II.A. below;

2B. To be voted on by all Shareholders of NFJ: the approval of the Subadvisory Agreement by and among NFJ, Virtus and the Virtus Value Equity Subadviser, as described in Section II.B. below; and

3. To consider and act upon such other matters as may properly come before the Meetings and any adjourned or postponed session thereof.

The Boards of the Funds know of no business other than the Proposals set forth herein to be considered at the Meetings. If any other business is properly presented before the Meetings, including any adjournment or postponement thereof, the persons named as proxies will vote in their sole discretion.

The principal executive offices of the Funds are located at 1633 Broadway, New York, New York 10019.

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I. APPROVAL OF THE PROPOSED INVESTMENT ADVISORY AGREEMENTS

Introduction

As noted previously, the Boards of the Funds have considered an arrangement pursuant to which Virtus will serve as the new investment adviser to the Funds upon consummation of the Transition.

Shareholders of each Fund are being asked to approve the Proposed Investment Advisory Agreement with Virtus (this Proposal 1); Shareholders of each of the AllianzGI-Subadvised Funds are being asked to approve a new Subadvisory Agreement with AllianzGI U.S. (Proposal 2A); and Shareholders of NFJ are being asked to approve a new Subadvisory Agreement with the Virtus Value Equity Subadviser (Proposal 2B).

As described above, the Closing of the Transition is dependent on mutual agreement between Virtus and AllianzGI U.S. to proceed with the strategic partnership. Proposals 1 and 2 will not move forward if Virtus and AllianzGI U.S. do not proceed with the Closing of the Transition. With respect to each Fund, Proposals for the approval of Proposed Investment Advisory Agreements and Subadvisory Agreements (Proposals 1 and 2) are contingent on one another. Approval of the Proposed Investment Advisory Agreements is dependent on approval of the Subadvisory Agreements and vice versa; neither Proposal will proceed without approval of the other. Lastly, there may be circumstances where a Fund does not reach a quorum or a sufficient number of votes to approve a Proposal, but AllianzGI U.S. and Virtus nevertheless proceed to Closing. In the absence of Shareholder approval of the Proposed Investment Advisory Agreements and Subadvisory Agreements for one or more Fund, there would be no automatic change to existing contractual arrangements; however, the Trustees (either acting of their own accord or responding to action taken or a proposal by AllianzGI U.S. and/or Virtus) may take such further action as they may deem to be in the best interests of the Shareholders of the relevant Funds.

The Boards’ and AllianzGI U.S.’s Rationale for the Proposal

Background. While AllianzGI U.S. has served the Funds well for many years, it has determined to exit the U.S. fund business except in its role as subadviser. The combination of AllianzGI U.S.’s portfolio management expertise with Virtus’ investment oversight, administration capabilities is intended to result in mutually beneficial growth.

Operational and Administrative Efficiencies. The Boards and AllianzGI U.S. believe that each Fund’s Shareholders will benefit by moving to a combined management structure due, in part, to the operational and administrative efficiencies that are expected to result from the Transition. In coming to this conclusion, the Boards and AllianzGI U.S. considered, among other things, the following factors:

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Description of the Current Investment Management Agreements

AllianzGI U.S. currently serves as the investment manager for each Fund pursuant to the applicable investment management agreement currently in effect for each Fund (the “Current IMA(s)”). The Board of each of NFJ, NCV, NCZ, NIE, ACV and CBH, including a majority of the Independent Trustees, most recently approved the continuation of the Current IMAs, as applicable, on June 25, 2020. The following chart provides the date of the Current IMA with respect to each Fund and the date such agreement was last submitted to such Fund’s Shareholders for approval. The Current IMA for each Fund was last submitted to the Fund’s sole initial Shareholder in connection with such Fund’s organization.

Services. Under the terms of each Current IMA, AllianzGI U.S., subject to the supervision of the Boards, is obligated to furnish continuously an investment program for the Funds, to make investment decisions on behalf of the Funds, to place all orders for the purchase and sale of portfolio securities, and to provide administrative services reasonably necessary for the operation of the Funds, including but not limited to furnishing office space and equipment, providing bookkeeping and clerical services (excluding determination of net asset value and Shareholder accounting services) and

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paying all salaries, fees and expenses of the officers and Trustees of the Funds who are affiliated with AllianzGI U.S. Each Current IMA provides that AllianzGI U.S. may alternatively, at its expense, select and contract with portfolio managers to perform investment management services for the Funds, in which case the obligation of AllianzGI U.S. under the Current IMA with respect to the investment management of a Fund is to determine and review with the portfolio manager the investment policies of the Fund. In such cases, the portfolio manager shall have the obligation of furnishing continuously an investment program, making investment decisions and placing trades for the Fund, adhering to applicable investment objectives, policies and restrictions, and placing all orders for the purchase and sale of portfolio securities and other investments for the Fund. AllianzGI U.S. (and not the Fund) is responsible for compensating any such portfolio manager under the Current IMAs.

Compensation. As compensation for AllianzGI U.S.’s services rendered, and for the facilities furnished and for the expenses borne by AllianzGI U.S., each Fund pays AllianzGI U.S. a management fee under the applicable Current IMA.

In addition to the investment management fees paid by each Fund under its Current IMA as described above, the Funds currently directly bear expenses for other administrative services and costs outside of its Current IMA, including expenses

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associated with various third-party service providers, such as audit, custodial, legal, transfer agency, printing and other services required by the Funds. The fees and expenses for these services are currently included in each Fund’s total expenses and are borne by the holders of common shares (the “Common Shareholders”).

Term/Termination/Amendment. Each Current IMA took full force and effect as to the applicable Fund for an initial two-year period, and is or has been subject thereafter to annual approval in accordance with the 1940 Act (i.e., approval by the Board of Trustees, or a majority of the Fund’s outstanding voting securities and, in either event, by the vote cast in person by a majority of the Independent Trustees). Each Current IMA can also be terminated without penalty at any time (i) by the applicable Fund (either by vote of a majority of the Fund’s outstanding voting securities or by vote of a majority of Trustees); or (ii) by AllianzGI U.S., in each case on 60 days’ written notice delivered to the other party. Additionally, each Current IMA terminates automatically in the event of its assignment (as defined in the 1940 Act). A Current IMA may not be materially amended unless such material amendment is approved at a meeting by the affirmative vote of a majority of the outstanding voting securities of the applicable Fund, and by the vote, cast in person at a meeting called for the purpose of voting on such approval, of a majority of the Independent Trustees of the applicable Fund.

If the Proposal is approved with respect to a Fund, the Fund’s Current IMA will be terminated with respect to that Fund in connection with the effectiveness of the Fund’s Proposed Investment Advisory Agreement.

Liability. Each Current IMA provides that, in the absence of willful misfeasance, bad faith or gross negligence on the part of AllianzGI U.S., or reckless disregard of its obligations and duties under the applicable Current IMA, AllianzGI U.S., including its officers, directors and partners, will not be subject to any liability to the applicable Fund, or to any Shareholder, officer, partner or Trustee thereof, for any act or omission in the course of, or in connection with, rendering services under such Current IMA.

Description of the Proposed Investment Advisory Agreements

At meetings held via live webcast on August 27 and 31, 2020, the Board of each Fund, including the Independent Trustees, unanimously approved, subject to the approval of the Shareholders of the applicable Fund, the Proposed Investment Advisory Agreements between Virtus and each Fund, a form of which is attached to this Proxy Statement as Appendix A. The description of the Proposed Investment Advisory Agreements below identifies the material terms of the form of agreement in Appendix A.

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Services. Pursuant to the Proposed Investment Advisory Agreements, Virtus shall provide to each Fund the below investment management services:

Virtus will also furnish at its own expense, or pay the expenses of each Fund for, the following:

Compensation. Under the Proposed Investment Advisory Agreements, as compensation for Virtus’ services rendered, and for the facilities furnished and for the expenses borne by Virtus, each Fund will pay Virtus a fee at the rates set forth below. These rates mirror the investment management rates described above under the Current IMAs.

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Comparison of Current IMAs and the Proposed Investment Advisory Agreements.

Fees and Expenses. Aggregate fees paid to Virtus under the Proposed Investment Advisory Agreements will not differ from the aggregate fees currently paid to AllianzGI U.S. under the Current IMA for each Fund.

The tables below set forth the total annual expenses incurred by each Fund during its most recent fiscal year (expressed as a percentage of net assets attributable to Common Shares), broken out by category of service/expense, and estimates of the pro forma total annual expenses that each Fund would have incurred during the same period if the Proposed Investment Advisory Agreement had been in place. The tables illustrate that the investment advisory fees under the Proposed Investment Advisory Agreement applicable to each Fund would be the same as the management fees currently payable by each Fund under its Current IMA, while the “Other Expenses” including administration fees for each Fund would be higher than under the Current IMA if they were operating under the Proposed Investment Advisory Agreement. Virtus has agreed to contractually limit each Fund’s expenses for two years from the date the Proposed Investment Advisory Agreement is effective, so that each Fund’s net total expenses do not exceed the Fund’s net total expenses immediately before such effectiveness. Further to this agreement, Virtus may recoup waived or reimbursed amounts for three years, provided total expenses, including such recoupment, do not exceed the annual expense limit in effect at the time of such waiver/reimbursement or recoupment. Net operating expenses could increase after the second anniversary of the Closing unless expense limitation agreements are further continued. Each Fund is expected to have higher total annual expenses under the Proposed Investment Advisory Agreements before fee waivers and reimbursements.

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ANNUAL EXPENSES AND PRO FORMA ANNUAL EXPENSES

(expressed as a percentage of net assets attributable to Common Shares)

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

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above in the section entitled, “Description of the Current Investment Management Agreements.” The Current IMA for each Fund also includes a range of services including certain administrative services. These administrative services will not be included under the Proposed Investment Advisory Agreements. Corresponding administrative services are expected to be included under a new administration agreement with VFS. Under the Proposed Investment Advisory Agreements, net total annual expenses before expense reductions/fee waivers will increase for each Fund. Virtus has separately agreed to contractually limit each Fund’s expenses for two years from the date the Proposed Investment Advisory Agreements are effective, so that each Fund’s net total expenses do not exceed the Fund’s net total annual expenses immediately before such effectiveness. Net operating expenses could increase after the second anniversary of the Closing unless expense limitation agreements are further continued.

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 are 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 similar 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, as with the Current IMAs, 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

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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 terminated 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, the Proposed Investment Advisory Agreements will terminate automatically in the event of their assignment (as defined in the 1940 Act).

Liability. The Proposed Investment Advisory Agreements provide that Virtus shall not be liable to the applicable Fund or any Shareholder of such Fund, for any error of judgment or mistake of law or for any loss suffered, except for, as with the Current IMAs, losses resulting by reason of willful misfeasance, bad faith, gross negligence or reckless disregard in the performance of Virtus’ duties under the Proposed Investment Advisory Agreements. Additionally, the Proposed Investment Advisory Agreements do not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of each Fund.

Boards’ Consideration of the Proposed Investment Advisory Agreements and Subadvisory Agreements with AllianzGI U.S. and Virtus Value Equity Subadviser

The Boards’ Process

The 1940 Act requires that Boards, including a majority of the Independent Trustees, voting separately, approve (1) the Proposed Investment Advisory Agreements with Virtus, on behalf of each Fund, (2) the Subadvisory Agreement for each 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’ process for reviewing the Agreements, the Independent Trustees received separate legal advice

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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 consisted of multiple meetings and discussions that included meetings of the Contracts Committees, meetings of the Independent Trustees and Independent Counsel, and meetings of the full Boards, all leading up to the Boards’ consideration of the Agreements. Representatives from Virtus and AllianzGI U.S. participated in portions of those meetings and discussions to review the impact of the Transition on 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 Boards also organized separate diligence meetings with personnel from Virtus and AllianzGI U.S., led and attended by each Board Committee Chair relating to each Committee’s responsibilities for the areas relevant for the Boards’ consideration of the Agreements. A purpose of these diligence meetings led by the Committee Chairs was to attempt to address the challenges of not being able to meet with Virtus personnel in person due to COVID-19.

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

Consideration of the Agreements followed soon after the Boards’ annual consideration of the renewals of the Current IMAs, carried out pursuant 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.

Accordingly, in considering 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, 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

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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 so that, on a net basis, such expenses will be equal to or lower than current net 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 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,

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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 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.

Recommendations and other factors considered

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

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Conclusions

After reviewing these and other factors, the Boards concluded, with respect to 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.

Information about Virtus

Virtus is a wholly-owned subsidiary of Virtus Partners, Inc., which in turn 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. As of June 30, 2020, Virtus had approximately $32.1 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.

The principal executive officers and directors of Virtus are presented in Appendix B.

Conditions under the 1940 Act

Section 15(f) of the 1940 Act, in pertinent part, provides a safe harbor for the receipt by an investment adviser or any of its affiliated persons of any amount or benefit in connection with certain transactions, such as the Transition, as long as two conditions are satisfied.

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The first condition requires that no “unfair burden” be imposed on the Funds as a result of the Transition, or as a result of any express or implied terms, conditions or understandings applicable to the Transition. The term “unfair burden,” as defined in the 1940 Act, includes any arrangement during the two-year period after effectiveness of the Proposed Investment Advisory Agreements whereby the investment adviser (or predecessor or successor investment adviser), or any interested person of any such investment adviser, 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 the Closing, at least 75% of the Trustees must not be “interested persons” (as defined in Section 2(a)(19) of the 1940 Act) of AllianzGI U.S. or Virtus.

AllianzGI U.S. and Virtus have agreed to undertake such actions to comply with and cause each Fund to comply with the certain relevant provisions of Section 15(f).

Required Vote

Approval of the Proposed Investment Advisory Agreement with respect to each Fund requires the “affirmative vote of a majority of the outstanding shares” of that 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 approval of this Proposal with respect to a Fund is not contingent upon the approval of the Proposal with respect to any other Fund. Approval of the Proposed Investment Advisory Agreement is dependent on approval of the Subadvisory Agreement and vice versa; neither Proposal will proceed without approval of the other. Lastly, there may be circumstances where a Fund does not reach a quorum or a sufficient number of votes to approve a Proposal, but AllianzGI U.S. and Virtus nevertheless proceed to Closing. In the absence of Shareholder approval of the new investment advisory and subadvisory agreements for one or more Funds, there would be no automatic change to existing contractual arrangements; however, the Trustees (either acting of their own accord or responding to action taken or a proposal by AllianzGI U.S. and/or Virtus) may take such further action as they may deem to be in the best interests of the Shareholders of the relevant Funds. 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 BOARD OF TRUSTEES OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL FOR YOUR FUND.

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II. APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENTS

Overview

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 are identical in form. The common elements between the Subadvisory Agreements are discussed in the below description while Section II.A. and Section II.B. include specific information about each of AllianzGI U.S. and the Virtus Value Equity Subadviser, respectively. 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. as subadviser 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.

Description of the Proposed New Subadvisory Agreement with each of AllianzGI U.S. and the Virtus Value Equity Subadviser

Services. Under the Subadvisory Agreements, a form of which is 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

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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 under the Proposed Subadvisory Agreements. 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. Thus, the amount of any recoupment or recapture of prior waivers would have the effect of being shared equally between Virtus and the applicable Subadviser. 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. Virtus will evaluate the Subadvisory Agreements and on an ongoing basis and will not recommend termination of the Subadvisory Agreements for certain Funds except to the extent required by applicable law or its fiduciary duties, or in the case of a merger or reorganization of a Fund into an existing fund advised by Virtus.

Term/Termination/Amendment. The Subadvisory 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 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 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. It can also be terminated with respect to a Fund at any time on 60 days’ written notice to Virtus, or by Virtus on 60 days’

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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, the Subdvisory Agreements may also be terminated by the Adviser or the Board immediately (i) upon the material breach by the Adviser or Subadviser of the Subadvisory Agreement or (ii) at the terminating party’s discretion, if the Subadviser or Adviser or any officer, director or key portfolio manager of the Subadviser or Adviser 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 Subadvisory Agreements will terminate automatically upon termination of the Proposed Investment Advisory Agreement and in the event of their assignment (as defined in the 1940 Act). The Subadvisory Agreements may be amended upon the agreement in writing of the applicable Fund, Subadviser and Virtus.

Liability. The Subadvisory Agreements provide that a Subadviser 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 the Subadviser’s duties under the Subadvisory Agreements. Additionally, the Subadvisory Agreements do not impose any personal liability upon any of the Trustees, Shareholders, nominees, agents or employees of each Fund. However, a Subadviser will be responsible for, and will indemnify and hold the Fund and the Adviser and each of their respective directors or trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or the Adviser 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 the Subadviser), as the same may be amended from time to time, caused by the negligent action or negligent omission of the Subadviser or its agent.

Required Vote

Approval of the Subadvisory Agreements for each Fund requires the “affirmative vote of a majority of the outstanding shares” of 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 Closing of the Transition is dependent on the mutual agreement of Virtus and AllianzGI U.S. to proceed with their strategic partnership and transition of operational control of the Continuing Funds. This Proposal will not move forward if Virtus and AllianzGI U.S. do not proceed with the Closing of the Transition. Proposals for the approval of new investment advisory and subadvisory agreements (Proposals 1 and 2) are contingent on one another. Approval of the new investment advisory agreement is dependent on

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approval of the new subadvisory agreement and vice versa; neither Proposal will proceed without approval of the other. There may be circumstances where a Fund does not reach a quorum or a sufficient number of votes to approve a Proposal, but AllianzGI U.S. and Virtus nevertheless proceed to Closing. In the absence of Shareholder approval of the new investment advisory and subadvisory agreements for one or more Funds, there would be no automatic change to existing contractual arrangements; however, the Trustees (either acting of their own accord or responding to action taken or a proposal by AllianzGI U.S. and/or Virtus) may take such further action as they may deem to be in the best interests of the Shareholders of the relevant Funds. 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.

II.A. Approval of the Proposed Subadvisory Agreements with AllianzGI U.S.

Description of the Proposed AllianzGI U.S. Subadvisory Arrangements

The Subadvisory Agreement with AllianzGI U.S. calls for AllianzGI U.S. to continue to provide the same portfolio management services, in the same strategies, as are currently being provided to the AllianzGI-Subadvised Funds by AllianzGI U.S. No changes to the portfolio management team or the principal investment strategies 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 of the Funds and would instead become the Subadviser to the AllianzGI-Subadvised Funds. As investment adviser, Virtus would be responsible for overseeing the performance and operations of AllianzGI U.S as subadviser.

Trustees’ Considerations Related to the Proposed AllianzGI U.S. Subadvisory Agreements

The 1940 Act requires that both the full Boards of Trustees and a majority of the Independent Trustees, voting separately, approve the proposed AllianzGI U.S. Subadvisory Agreements. 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’ deliberations is included in Section I in the subsection “Boards’ Consideration of the Proposed Investment Advisory Agreements and Subadvisory Agreements with AllianzGI U.S. and Virtus Value Equity Subadviser” as approval of the Proposed Investment Advisory Agreements is dependent on approval of the Subadvisory Agreements and vice versa — i.e., neither Proposal will proceed without approval of the other — and the Proposed Investment Advisory Agreements and Subadvisory Agreements were considered together for approval by the Boards.

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Information about AllianzGI U.S.

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 August 31, 2020, AllianzGI U.S. and its investment management affiliates had approximately $114.8 billion in assets under management.

AllianzGI U.S. is a direct, wholly owned-subsidiary of Allianz Global Investors U.S. Holdings LLC (“AGIUSH”). AGIUSH is a direct, wholly-owned subsidiary of PFP Holdings, Inc. (“PFP”). Allianz Asset Management of America L.P. (“AAM LP”), organized as a limited partnership under Delaware law in 1987, is a direct, wholly-owned subsidiary of Allianz Asset Management of America (“AAM LLC”) and PFP, whereby AAM LLC holds a majority (greater than 99.9%) ownership interest (“A” and “E” units) in AAM LP and PFP holds a minority (less than 0.1%) ownership interest (“E” units) in AAM LP. AAM LP, acting through an investment management division, was the former investment adviser to the Trusts. AAM LLC is also the General Partner of AAM LP. PFP is a direct, wholly-owned subsidiary of Allianz of America, Inc. (“AZOA”). AZOA also holds a 99.8% non-managing interest (“A” and “E” units) in AAM LLC; the remaining 0.1% non-managing “A” interest and 0.1% “B” managing interest in AAM LLC are held by Allianz Asset Management GmbH (“AAM GmbH”) and Allianz Asset Management of America Holdings Inc. (“AAMAH”), respectively. AAMAH is a wholly-owned subsidiary of AAM GmbH. AllianzSE, a European-based, multinational insurance and financial services holding company, owns 100% (74.47% directly and 25.53% indirectly through its wholly-owned subsidiary Allianz Finanzbeteiligungs GmbH) of AAM GmbH and 100% (through its direct, wholly-owned subsidiary Allianz Europe B.V.) of AZOA. The address for AGIUSH, AAM LP, AAM LLC, AZOA, PFP and AAMAH is 650 Newport Center Drive, Newport Beach, California 92660. The address for AAM 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.

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Other Similar Funds Managed by 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 certain of 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 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 approval of the Subadvisory Agreement, although, as

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described in Section I, AllianzGI U.S. is currently the investment manager to NFJ and would cease providing services with respect to NFJ. As investment adviser, Virtus would be responsible for overseeing the performance and operations of the Virtus Value Equity Subadviser.

Trustees’ Considerations Related to the Proposed Virtus Value Equity Subadviser Subadvisory Agreement

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’ deliberations is included in Section I in the subsection “Boards’ Consideration of the Proposed Investment Advisory Agreements and Subadvisory Agreements with AllianzGI U.S. and Virtus Value Equity Subadviser” as the Proposed Investment Advisory Agreements and Subadvisory Agreements are cross-contingent and were considered together for approval by the Boards.

Information about the Virtus Value Equity Subadviser

The Virtus Value Equity Subadviser has offices at One Financial Plaza, Hartford, Connecticut 06103 and 2100 Ross Avenue, Dallas, Texas 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 a wholly-owned subsidiary of Virtus Partners, Inc. which is wholly-owned by Virtus Investment Partners, Inc. The address for each of these entities is One Financial Plaza, Hartford, Connecticut 06103.

The principal executive officers and directors of the Virtus Value Equity Subadviser are presented in Appendix E.

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 Funds.

THE BOARD OF TRUSTEES OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL FOR YOUR FUND.

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III. FUND INFORMATION

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 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.

Current Investment Manager

AllianzGI U.S., with principal offices at 1633 Broadway, New York, New York 10019, serves as the investment manager of the Funds.

Affiliated Service Providers

As part of the Transition, an affiliate of Virtus, 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.

Brokerage and Research Services

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

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP (the “Independent Registered Public Accounting Firm”), serves as the independent registered public accounting firm for each Fund. The Independent Registered Public Accounting Firm 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 for each Fund.

Representatives of the Independent Registered Public Accounting Firm will be available at the Meeting by telephone to answer any appropriate questions and will have the opportunity to make a statement if they desire to do so.

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Appointments to the Boards of Trustees

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.

Executive Officers

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 more than five years’ duration, although the titles may not have been the same throughout. Unless otherwise indicated, each is currently an executive officer of the Funds. Unless otherwise indicated, the business address of 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.

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Each Fund’s executive officers is an “interested person” of the Funds (as defined in Section 2(a)(19) of the 1940 Act) as a result of his or her position(s) set forth in the table above.

Outstanding Shares and Significant Shareholders

Information about the number of outstanding shares, the number of shares entitled to vote and significant Shareholders of the Funds is set forth in Appendix F.

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Fund Capital Structure

The Funds and AllianzGI U.S. continuously evaluate market conditions and the Funds’ capital structure, and the Funds retain the flexibility to increase, decrease or refinance their leverage facilities, subject to applicable regulations.

Closed-End Fund Revenue Sharing Agreements

Each of NCV, NCZ and NFJ (for purposes of this section, the “Funds”) are party to additional compensation arrangements with certain underwriters. After the Closing of the Transition, AllianzGI U.S. will continue to make payments under such arrangements for the Funds. Upon such time that Virtus ceases to pay AllianzGI U.S. the separate annual consideration referenced in the Introduction section of this Proxy Statement, AllianzGI U.S.’s payment obligations under these arrangements will be transitioned to Virtus.

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IV. VOTING INFORMATION

Record Date, Quorum and Methods of Tabulation

Shareholders of record at the close of business on the Record Date are entitled to notice of, and to vote at, the Meeting. A quorum for each of NCV, NCZ, NIE and NFJ at the Special Meeting will consist of the presence in person, virtually or by proxy of thirty percent (30%) of the total Shares of the Fund entitled to vote at such Special Meeting. A quorum for ACV, CBH or AIO at its Meeting will consist of the presence in person, 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 of the Meeting with respect to such Proposal and, if adjournment is proposed, may vote all Shares that they are entitled to vote in favor of such adjournment. Any adjournments with respect to the Proposal for a Fund will require the affirmative vote of a plurality of the quorum of Shares of the relevant Fund to be adjourned. A plurality for adjournment only requires that more votes are received in favor of adjournment than against and a quorum is not required.

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 solicitation with respect to any other proposal with respect to which a quorum has not been reached.

Each whole share shall be entitled to one vote as to any matter on which it is entitled to vote and each fractional share shall be entitled to a proportionate fractional vote. Shares represented by timely, duly executed proxies will be voted as you instruct. If no specification is made, shares will be voted in accordance with the recommendation of the Trustees. Proxies may be revoked at any time before they are exercised by sending a written revocation which is received by the Secretary of the applicable Fund prior to any such exercise, by properly executing a later-dated proxy, or by attending the Meeting and voting.

Votes cast in person, by proxy or 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 will be counted for quorum purposes. For a proposal requiring approval by a specific percentage of shares present or outstanding, abstentions will have the same effect as a vote against the proposal.

Adjournments

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

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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 may 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.

Solicitation of Proxies

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 of the Funds. The Funds have retained AST Fund Solutions, LLC (“AST”) to serve as proxy solicitor and 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 $1,800,000 and will be borne (i) 50% by AllianzGI U.S. and (ii) 50% by Virtus, regardless of whether the Closing occurs.

Methods of Voting

Voting in Person: You may vote in person at the Meetings.

By Virtual Attendance at the Meeting: If you were a registered holder of shares as of September 10, 2020 (i.e., you held Fund shares in your own name directly with the Fund), you can virtually participate in and vote at the Meeting or any postponement or adjournment of the Meeting. To do so, please email AST at attendameeting@astfinancial.com and provide your full name, address and control number located on proxy card previously received. If you no longer have that form, please call (866) 342-4883. AST will then email your meeting credentials information and instructions for voting during the Meeting. If you held Fund shares through an intermediary (such as a broker-dealer) as of September 10, 2020, in order to participate in and vote at the Meeting, you must first obtain a legal proxy from your intermediary reflecting the Fund’s name, the number of Fund shares you held, and your name and email address. You may forward an email from your intermediary containing the legal proxy or attach an image of the legal proxy, email it to AST at attendameeting@astfinancial.com and put “Legal Proxy” in the subject line. Requests for registration must be received by AST no later than 3:00 p.m. Eastern Time on October 27, 2020. You will then receive confirmation of your registration and a control number by email from AST. AST will also email your Meeting credentials for participation in the Meeting and instructions for voting during the Meeting.

Voting by Proxy: Whether or not you plan to attend the Meeting, we urge you to complete, sign and date the enclosed proxy card and to return it promptly in the envelope provided. Returning the proxy card will not affect your right to attend the

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Meeting and vote. Please sign exactly as your name appears on the Proxy Card. When shares are held by joint tenants, at least one holder should sign. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate and partnership proxies should be signed by an authorized person indicating the person’s title.

The persons named as proxies on the enclosed proxy card will vote the shares of the Funds at the Meeting in accordance with the timely instructions received from Shareholders. If a duly signed and dated proxy card is received that does not specify a choice (for, against, or abstain), the persons named as proxies will consider the proxy’s timely receipt as an instruction to vote FOR each of the Proposals. If a duly signed and dated proxy card is received that does not specify a choice, the Fund will consider the proxy card’s timely receipt as an instruction to vote FOR each Proposal.

Telephone and Online Voting: You may vote your shares by telephone or through a website established for that purpose by following the instructions that appear on the proxy card accompanying this Proxy Statement.

As the Meeting date approaches, you may receive a call from a representative of AST, the Funds, AllianzGI U.S. or its affiliates if the applicable Fund has 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 request a copy of a full set of Proxy Materials, if you have not received or misplaced your Proxy Materials which includes a proxy card and then complete, sign and mail the proxy card received with this Proxy Statement by following the instructions on the proxy card.