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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-CSR

 

 

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21284

 

 

Virtus AllianzGI Convertible & Income Fund

(formerly known as AllianzGI Convertible & Income Fund)

(Exact name of registrant as specified in charter)

 

 

101 Munson Street

Greenfield, MA 01301

(Address of principal executive offices) (Zip code)

 

 

Angela Borreggine

Counsel, Chief Legal Officer and Secretary for Registrant

1540 Broadway

New York, NY 10036

(Name and address of agent for service)

 

 

Registrant’s telephone number, including area code: 800-254-5197

Date of fiscal year end: February 28

Date of reporting period: February 28, 2021

 

 

 


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ITEM 1.

REPORT TO SHAREHOLDERS


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ANNUAL REPORT

  LOGO

 

February 28, 2021

 

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund

(f/k/a AllianzGI Artificial Intelligence & Technology Opportunities Fund)

 

 

Virtus AllianzGI Convertible & Income 2024 Target Term Fund

(f/k/a AllianzGI Convertible & Income 2024 Target Term Fund)

 

 

 

Virtus AllianzGI Convertible & Income Fund

(f/k/a AllianzGI Convertible & Income Fund)

 

 

 

Virtus AllianzGI Convertible & Income Fund II

(f/k/a AllianzGI Convertible & Income Fund II)

 

 

 

 

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, paper copies of the Fund’s shareholder reports like this one will no longer be sent by mail, unless specifically requested from the Fund or from your financial intermediary, such as a broker-dealer or bank. Instead, the reports will be made available on a website, and you will be notified by mail each time a report is posted and provided with a website link to access the report. If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action.

You may elect at any time to receive not only shareholder reports but also certain other communications from the Fund electronically, or you may elect to receive paper copies of all future shareholder reports free of charge to you. If you own your shares directly with the Fund, you may make such elections by calling the Fund at 1-800-254-5197 or, with respect to requesting electronic delivery, by visiting www.virtus.com. If you own your shares through a financial intermediary, please contact your financial intermediary to make your request and to determine whether your election will apply to all funds in which you own shares through that intermediary.

 

 

 

Not FDIC Insured • No Bank Guarantee • May Lose Value


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Table of Contents

 

Message to Shareholders

    1  

Manager’s Discussion of Fund Performance:

 

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund

    2  

Virtus AllianzGI Convertible & Income 2024 Target Term Fund

    4  

Virtus AllianzGI Convertible & Income Fund

    6  

Virtus AllianzGI Convertible & Income Fund II

    8  

Key Investment Terms

    10  

Portfolio Holdings Summary Weightings

    12  
Schedules of Investments:    

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund

    13  

Virtus AllianzGI Convertible & Income 2024 Target Term Fund

    19  

Virtus AllianzGI Convertible & Income Fund

    28  

Virtus AllianzGI Convertible & Income Fund II

    40  

Statements of Assets and Liabilities

    52  

Statements of Operations

    54  

Statements of Changes in Net Assets

    56  

Statement of Cash Flows

    60  

Financial Highlights

    61  

Notes to Financial Statements

    68  

Report of Independent Registered Public Accounting Firm

    87  

Federal Income Tax Information

    89  

Investment Objective, Principal Strategies and Principal Risks

    90  

Changes to the Board of Trustees

    102  

Consideration of Advisory and Subadvisory Agreements by the Board of Trustees of the Funds

    106  

Privacy Policy

    110  

Dividend Reinvestment Plan

    112  

Fund Management Tables

    114  

 

PROXY VOTING PROCEDURES AND VOTING RECORD (FORM N-PX)

The adviser and subadvisers vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Board of Trustees of the Funds (“Trustees,” or the “Board”). You may obtain a description of these procedures, along with information regarding how the Funds voted proxies during the most recent 12-month period ended June 30, free of charge, by calling toll-free 1-800-254-5197. This information is also available through the Securities and Exchange Commission’s (the “SEC”) website at http://www.sec.gov.


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MESSAGE TO SHAREHOLDERS

 

To Virtus Closed-End Fund Shareholders:

 

LOGO

I am pleased to welcome you to the Virtus Funds. On February 1, 2021, Virtus Investment Partners finalized a strategic partnership with Allianz Global Investors (AllianzGI), and our subsidiaries are now the investment adviser and administrator of your Fund. Importantly, this partnership provides continuity in the investment approach and the portfolio team that manages your Fund.

This annual report reviews the performance of your Fund for the 12 months ended February 28, 2021. Strong monetary and fiscal support helped global markets recover from pandemic-related declines, particularly early in the period, and many indexes were able to post positive returns for the period despite the turmoil. U.S. large-capitalization

 

stocks returned 31.29%, as measured by the S&P 500® Index, but lagged small-cap stocks, which gained 51.0%, as measured by the Russell 2000® Index. Within international equities, developed markets, as measured by the MSCI EAFE® Index (net), returned 22.46%, but were outpaced by emerging markets, which gained 36.05%, as measured by the MSCI Emerging Markets Index (net). In fixed income markets, the yield on the 10-year Treasury was 1.44% on February 28, 2021, up from 1.13% on February 29, 2020. The broader U.S. fixed income market, as represented by the Bloomberg Barclays U.S. Aggregate Bond Index, returned 1.38%. Non-investment grade bonds were up 9.38% for the period, as measured by the Bloomberg Barclays U.S. Corporate High Yield Bond Index.

If you are new to the Virtus Funds, I encourage you to visit us at Virtus.com to learn more about our company and the many investment strategies we offer.

Our entire team looks forward to serving you. We are available to answer any questions you may have about your Fund and the transition to Virtus. Please call us at 1-800-254-5197 if you require assistance. Welcome to Virtus!

Sincerely,

 

LOGO

George R. Aylward

President and Chief Executive Officer, Virtus Closed-End Funds

April 2021

 

Performance data quoted represents past results. Past performance is no guarantee of future results, and current performance may be higher or lower than the performance shown above. Investing involves risk, including the risk of loss of principal invested.

 

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VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND (AIO)

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

FEBRUARY 28, 2021

 

Manager Comments – Allianz Global Investors (AllianzGI)

AllianzGI manages the Fund, leveraging the knowledge and skills of an experienced investment team that has a long track record in closed-end fund management. The team takes a dynamic approach to allocating the Fund’s assets. They invest for the long term, employing innovative investment expertise and global resources. The following commentary is provided by the portfolio team at AllianzGI and covers the Fund’s performance for the year ended February 28, 2021.

How did the markets perform during the Fund’s fiscal year ended February 28, 2021?

After a steady start to 2020, global stocks and convertible securities changed direction as the COVID-19 outbreak started to spread beyond China. The selloff gathered pace in March as the draconian measures employed to curtail the virus caused the global economy to grind to a standstill, triggering fears of a severe global recession. After suffering their worst quarter since the 2008 financial crisis, global stocks and convertible securities rebounded during the second quarter, helped by unprecedented government and central bank stimulus policies that stabilized the financial markets, allowing investors to focus on the prospects of economic recovery.

Global equities and convertible securities surged over the second half of 2020, with many markets closing the year at or near record highs. November of 2020 was one of the strongest months on record, as positive vaccine news added to optimism over Joe Biden’s victory in the U.S. presidential election. The year ended on a positive note, with the U.K. and EU finally managing to agree on a post-Brexit trading relationship and several countries starting to roll out vaccines following regulatory approval.

The year 2021 started on a strong note, boosted by the prospect of further massive stimulus measures from the new U.S. presidential administration. Better-than-expected corporate profits, as well as optimism over the rollout of COVID-19 vaccines, further lifted sentiment. However, global stocks subsequently pulled back in February as sentiment, particularly toward highly valued growth stocks, was negatively affected by a sharp rise in bond yields amid growing inflationary concerns.

Artificial intelligence (“AI”) took center stage in 2020 to reveal how it could be harnessed in service of humanity. Leveraging AI, companies were able to quickly sequence the genome of the COVID-19 virus, isolate the spike protein used by the virus to spread, and create highly effective vaccines in record time. In addition, AI helped companies serve their customers digitally, manage logistics networks, and assist people in working and learning remotely, thereby allowing the economy to continue functioning despite the public health issues. Overall, we believe 2020 was the year that AI demonstrated its importance to the future of human progress.

What factors affected the Fund’s performance during its fiscal year?

For the fiscal year ended February 28, 2021, the Fund’s net asset value (NAV) returned 61.85%, and its market price returned 71.09%. For the same period, the Fund’s benchmark, the MSCI AC World Index (net), returned 30.25%.

In the Fund’s equity portfolio, relative performance during the period was driven by positive stock selection and industry positioning. Stock selection in the software and entertainment industries contributed to relative performance. Conversely, stock selection in the technology hardware, storage & peripherals, and interactive media & services industries detracted. From an

 

For information regarding the indexes and certain key investment terms, see Key Investment Terms starting on page 10.

 

2


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VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND (AIO)

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited) (Continued)

FEBRUARY 28, 2021

 

industry allocation perspective, an overweight allocation to the semiconductor & semiconductor equipment industry contributed to relative performance, while an underweight allocation to the technology hardware, storage & peripherals industry detracted.

With regard to the Fund’s convertible securities portfolio, all sectors positively contributed to performance. The top-contributing sectors were technology, consumer discretionary, and health care, while the energy, financial, and transportation sectors contributed the least.

 

For information regarding the indexes and certain key investment terms, see Key Investment Terms starting on page 10.

 

3


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND (CBH)

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

FEBRUARY 28, 2021

 

Manager Comments – Allianz Global Investors (AllianzGI)

AllianzGI manages the Fund, leveraging the knowledge and skills of an experienced investment team that has a long track record in closed-end fund management. The team takes a dynamic approach to allocating the Fund’s assets. They invest for the long term, employing innovative investment expertise and global resources. The following commentary is provided by the portfolio team at AllianzGI and covers the Fund’s performance for the year ended February 28, 2021.

How did the markets perform during the Fund’s fiscal year ended February 28, 2021?

The performance of convertible securities, high-yield bonds, and leveraged loans over the reporting period was strong despite historic volatility. At first, these asset classes sold off aggressively as the global outbreak of the COVID-19 pandemic intensified. Convertible securities, high-yield bonds, and leveraged loans found a bottom in late March of 2020 and rebounded sharply over the remainder of the reporting period, resulting in gains across the three asset classes.

Multiple factors influenced the markets for convertible securities, high-yield bonds, and leveraged loans over the reporting period. These included unprecedented monetary policy and fiscal stimulus, stronger-than-expected corporate earnings, positive vaccine news, and constructive U.S. economic data.

The Federal Reserve’s (the “Fed”) response to the events that unfolded was extraordinary in historical terms considering its swiftness, scope, and willingness to do more. Additionally, throughout the reporting period, the Fed continued to confirm its highly accommodative stance. Fed Chair Jerome Powell commented during that time that interest rates would not rise any time soon, and inflation would be allowed to run above 2% for a time.

The fiscal response was also extraordinarily robust. Following the approval of $2.2 trillion in U.S. government aid earlier in the year, new legislation was signed into law in the fourth quarter of 2020 providing an additional $900 billion in fiscal stimulus and relief.

A weak first-quarter earnings season was followed by better-than-expected second-quarter results for companies listed in the S&P 500® Index. Third-quarter financial results exceeded estimates due to stronger-than-expected earnings and revenues. Of the companies listed in the S&P 500® Index that had reported fourth-quarter results through the end of the reporting period, 77% reported a positive earnings per share surprise.

Investor sentiment also benefited from encouraging vaccine news in late 2020, followed by vaccination rollouts and a decline in virus-related infections in early 2021.

Early in the reporting period, the economy decelerated and unemployment surged. However, data released over the remainder of the reporting period greatly improved. The economy rebounded, unemployment fell, manufacturing and non-manufacturing indexes returned to expansionary territory, and housing-related statistics were constructive. In addition, air travel and mobility statistics continued to recover. These factors helped end the fiscal year on a positive note.

What factors affected the Fund’s performance during its fiscal year?

For the fiscal year ended February 28, 2021, the Fund’s net asset value (NAV) returned 15.18%, and its market price returned 16.68%. For the same period, the Fund’s composite

 

For information regarding the indexes and certain key investment terms, see Key Investment Terms starting on page 10.

 

4


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND (CBH)

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited) (Continued)

FEBRUARY 28, 2021

 

benchmark, which consists of 40% ICE BofA All US Convertibles Index (representing convertible securities), 45% ICE BofA BB-B US High Yield Constrained Index (representing high yield bonds), and 15% Credit Suisse Leveraged Loan Index (representing leveraged loans), returned 24.94%. The underlying indexes returned 55.43% for convertible securities, 8.04% for high yield bonds, and 5.65% for leveraged loans.

The Fund benefited from its exposure to convertible securities, high-yield bonds, and leveraged loans. In addition to providing a positive total return, the Fund also delivered a high level of income over the reporting period.

Convertible sectors that had the greatest impact on performance were technology, consumer discretionary, and health care. Consumer staples and financials were the only sectors that detracted from performance.

Among high-yield holdings, the metals/mining excluding steel, financial services, and media content industries aided Fund performance the most. In contrast, energy, aerospace, and media exposures were sources of weakness.

Technology & electronics, air transportation, and cable & satellite TV were the top-contributing industries in the allocation to leveraged loans. Conversely, the energy, gaming, and recreation & travel industries weighed on performance.

 

For information regarding the indexes and certain key investment terms, see Key Investment Terms starting on page 10.

 

5


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND (NCV)

MANAGERS’ DISCUSSION OF FUND PERFORMANCE (Unaudited)

FEBRUARY 28, 2021

 

Manager Comments – Allianz Global Investors (AllianzGI)

AllianzGI manages the Fund, leveraging the knowledge and skills of an experienced investment team that has a long track record in closed-end fund management. The team takes a dynamic approach to allocating the Fund’s assets. They invest for the long term, employing innovative investment expertise and global resources. The following commentary is provided by the portfolio team at AllianzGI and covers the Fund’s performance for the year ended February 28, 2021.

How did the markets perform during the Fund’s fiscal year ended February 28, 2021?

The performance of convertible securities and high-yield bonds over the reporting period was strong despite historic volatility. At first, these asset classes sold off aggressively as the global outbreak of the COVID-19 pandemic intensified. Convertible securities and high-yield bonds found a bottom in late March of 2020 and rebounded sharply over the remainder of the reporting period, resulting in gains across the two asset classes.

Multiple factors influenced the markets for convertible securities and high-yield bonds over the reporting period. These included unprecedented monetary policy and fiscal stimulus, stronger-than-expected corporate earnings, positive vaccine news, and constructive U.S. economic data.

The Federal Reserve’s (the “Fed”) response to the events that unfolded was extraordinary in historical terms considering its swiftness, scope, and willingness to do more. Additionally, throughout the reporting period, the Fed continued to confirm its highly accommodative stance. Fed Chair Jerome Powell commented during that time that interest rates would not rise any time soon, and inflation would be allowed to run above 2% for a time.

The fiscal response was also extraordinarily robust. Following the approval of $2.2 trillion in U.S. government aid earlier in the year, new legislation was signed into law in the fourth quarter of 2020 providing an additional $900 billion in fiscal stimulus and relief.

A weak first-quarter earnings season was followed by better-than-expected second-quarter results for companies listed in the S&P 500® Index. Third-quarter financial results exceeded estimates due to stronger-than-expected earnings and revenues. Of the companies listed in the S&P 500® Index that had reported fourth-quarter results through the end of the reporting period, 77% reported a positive earnings per share surprise.

Investor sentiment also benefited from encouraging vaccine news in late 2020, followed by vaccination rollouts and a decline in virus-related infections in early 2021.

Early in the reporting period, the economy decelerated and unemployment surged. However, data released over the remainder of the reporting period greatly improved. The economy rebounded, unemployment fell, manufacturing and non-manufacturing indexes returned to expansionary territory, and housing-related statistics were constructive. In addition, air travel and mobility statistics continued to recover. These factors helped end the fiscal year on a positive note.

What factors affected the Fund’s performance during its fiscal year?

For the fiscal year ended February 28, 2021, the Fund’s net asset value (NAV) returned 33.90%, and its market price returned 24.29%. For the same period, the Fund’s composite benchmark, which consists of 50% ICE BofA All US Convertibles Index (representing convertible

 

For information regarding the indexes and certain key investment terms, see Key Investment Terms starting on page 10.

 

6


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND (NCV)

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited) (Continued)

FEBRUARY 28, 2021

 

securities) and 50% ICE BofA US High Yield Index (representing high yield bonds), returned 30.31%. The underlying indexes returned 55.43% for convertible securities and 8.62% for high yield bonds.

The Fund benefited from its exposure to convertible securities and high-yield bonds. In addition to providing a positive total return, the Fund also delivered a high level of income over the reporting period.

Convertible sectors that had the greatest impact on performance were technology, consumer discretionary, and health care. Financials, consumer staples, and utilities were the only sectors that detracted from performance.

Among high yield holdings, the automotive, technology & electronics, and chemicals industries aided Fund performance the most. In contrast, theaters & entertainment, financial services, and support services were sources of weakness.

 

For information regarding the indexes and certain key investment terms, see Key Investment Terms starting on page 10.

 

7


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II (NCZ)

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited)

FEBRUARY 28, 2021

 

Manager Comments – Allianz Global Investors (AllianzGI)

AllianzGI manages the Fund, leveraging the knowledge and skills of an experienced investment team that has a long track record in closed-end fund management. The team takes a dynamic approach to allocating the Fund’s assets. They invest for the long term, employing innovative investment expertise and global resources. The following commentary is provided by the portfolio team at AllianzGI and covers the Fund’s performance for the year ended February 28, 2021.

How did the markets perform during the Fund’s fiscal year ended February 28, 2021?

The performance of convertible securities and high-yield bonds over the reporting period was strong despite historic volatility. At first, these asset classes sold off aggressively as the global outbreak of the COVID-19 pandemic intensified. Convertible securities and high-yield bonds found a bottom in late March of 2020 and rebounded sharply over the remainder of the reporting period, resulting in gains across the two asset classes.

Multiple factors influenced the markets for convertible securities and high-yield bonds over the reporting period. These included unprecedented monetary policy and fiscal stimulus, stronger-than-expected corporate earnings, positive vaccine news, and constructive U.S. economic data.

The Federal Reserve’s (the “Fed”) response to the events that unfolded was extraordinary in historical terms considering its swiftness, scope, and willingness to do more. Additionally, throughout the reporting period, the Fed continued to confirm its highly accommodative stance. Fed Chair Jerome Powell commented during that time that interest rates would not rise any time soon, and inflation would be allowed to run above 2% for a time.

The fiscal response was also extraordinarily robust. Following the approval of $2.2 trillion in U.S. government aid earlier in the year, new legislation was signed into law in the fourth quarter of 2020 providing an additional $900 billion in fiscal stimulus and relief.

A weak first-quarter earnings season was followed by better-than-expected second-quarter results for companies listed in the S&P 500® Index. Third-quarter financial results exceeded estimates due to stronger-than-expected earnings and revenues. Of the companies listed in the S&P 500® Index that had reported fourth-quarter results through the end of the reporting period, 77% reported a positive earnings per share surprise.

Investor sentiment also benefited from encouraging vaccine news in late 2020, followed by vaccination rollouts and a decline in virus-related infections in early 2021.

Early in the reporting period, the economy decelerated and unemployment surged. However, data released over the remainder of the reporting period greatly improved. The economy rebounded, unemployment fell, manufacturing and non-manufacturing indexes returned to expansionary territory, and housing-related statistics were constructive. In addition, air travel and mobility statistics continued to recover. These factors helped end the fiscal year on a positive note.

What factors affected the Fund’s performance during its fiscal year?

For the fiscal year ended February 28, 2021, the Fund’s net asset value (NAV) returned 33.51%, and its market price returned 22.81%. For the same period, the Fund’s composite benchmark, which consists of 50% ICE BofA All US Convertibles Index (representing convertible

 

8


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II (NCZ)

MANAGER’S DISCUSSION OF FUND PERFORMANCE (Unaudited) (Continued)

FEBRUARY 28, 2021

 

securities) and 50% ICE BofA US High Yield Index (representing high yield bonds), returned 30.31%. The underlying indexes returned 55.43% for convertible securities and 8.62% for high yield bonds.

The Fund benefited from its exposure to convertible securities and high-yield bonds. In addition to providing a positive total return, the Fund also delivered a high level of income over the reporting period.

Convertible sectors that had the greatest impact on performance were technology, consumer discretionary, and health care. Financials, consumer staples, and utilities were the only sectors that detracted from performance.

Among high yield holdings, the automotive, technology & electronics, and chemicals industries aided Fund performance the most. In contrast, theaters & entertainment, support services, and financial services were sources of weakness.

 

9


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KEY INVESTMENT TERMS (Unaudited)

FEBRUARY 28, 2021

 

Bloomberg Barclays U.S. Aggregate Bond Index

The Bloomberg Barclays U.S. Aggregate Bond Index measures the U.S. investment-grade fixed-rate bond market. The index is calculated on a total return basis. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment.

Bloomberg Barclays U.S. Corporate High Yield Bond Index

Bloomberg Barclays U.S. Corporate High Yield Bond Index measures fixed rate non-investment grade debt securities of U.S. corporations, calculated on a total return basis. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

Brexit

A combination of the words “Britain” and “exit” which refers to Britain’s withdrawal from the European Union.

Credit Suisse Leveraged Loan Index

The Credit Suisse Leveraged Loan Index is a market-weighted index that tracks the investable universe of the U.S. dollar denominated leveraged loans. The index is calculated on a total-return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment.

Federal Reserve (the “Fed”)

The Central Bank of the United States, responsible for controlling the money supply, interest rates and credit with the goal of keeping the U.S. economy and currency stable. Governed by a seven-member board, the system includes 12 regional Federal Reserve Banks, 25 branches and all national and state banks that are part of the system.

ICE BofA All US Convertibles Index

The ICE BofA All US Convertibles Index tracks the performance of publicly issued US dollar denominated convertible securities of U.S. companies. The index is calculated on a total return basis. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

ICE BofA BB-B US High Yield Constrained Index

The ICE BofA BB-B US High Yield Constrained Index is a market-value-weighted index of all domestic and Yankee high-yield bonds, including deferred interest bonds and payment-in-kind securities. Issues included in the index have maturities of one year or more and have a credit rating lower than BBB-/Baa3 but are not in default. The ICE BofA BB-B U.S. High Yield Constrained Index limits any individual issuer to a maximum of 2% benchmark exposure and is not available for direct investment.

ICE BofA US High Yield Index

The ICE BofA US High Yield Index tracks the performance of below investment grade U.S. dollar denominated corporate bonds publicly issued in the U.S. domestic market and includes issues with a credit rating of BBB or below. The index is calculated on a total return basis. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

 

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KEY INVESTMENT TERMS (Unaudited) (Continued)

FEBRUARY 28, 2021

 

MSCI All Country World Index (net)

The MSCI All Country (“AC”) World Index (net) is a free float-adjusted market capitalization-weighted index that measures equity performance of developed and emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment.

MSCI EAFE® Index (net)

The MSCI EAFE® Index (net) is a free float-adjusted market capitalization-weighted index that measures developed foreign market equity performance, excluding the U.S. and Canada. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

MSCI Emerging Markets Index (net)

The MSCI Emerging Markets Index (net) is a free float-adjusted market capitalization-weighted index designed to measure equity market performance in the global emerging markets. The index is calculated on a total return basis with net dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

Russell 2000® Index

The Russell 2000® Index is a market capitalization-weighted index of the 2,000 smallest companies in the Russell Universe, which comprises the 3,000 largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and is not available for direct investment.

S&P 500® Index

The S&P 500® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment.

 

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PORTFOLIO HOLDINGS SUMMARY WEIGHTINGS (Unaudited)

FEBRUARY 28, 2021

 

For each Fund, the following tables present asset allocations by security type as a percentage of total investments as of February 28, 2021.

 

 

Virtus AllianzGI Artificial Intelligence &
Technology Opportunities Fund

 
   

Common Stock

    45.7
   

Convertible Bonds & Notes

    44.6  
   

Convertible Preferred Stock

    3.9  
   

Corporate Bonds & Notes

    2.7  
   

Cash & Equivalents – Net

    3.1  
   

 

 

 
   

Total

    100.0
   

 

 

 
 

Virtus AllianzGI Convertible & Income
2024 Target Term Fund

 
   

Convertible Bonds & Notes

    39.2
   

Corporate Bonds & Notes

    31.1  
   

Senior Loans

    19.4  
   

Common Stock

    0.1  
   

Cash & Equivalents – Net

    10.2  
   

 

 

 
   

Total

    100.0
   

 

 

 
 

 

 

Virtus AllianzGI Convertible &
Income Fund

 
   

Convertible Bonds & Notes

    42.9
   

Corporate Bonds & Notes

    29.2  
   

Convertible Preferred Stock

    17.1  
   

Preferred Stock

    0.8  
   

Senior Loans

    0.6  
   

Common Stock

    0.1  
   

Cash & Equivalents – Net

    9.3  
   

 

 

 
   

Total

    100.0
   

 

 

 
 

Virtus AllianzGI Convertible & Income
Fund II

 
   
Convertible Bonds & Notes     42.4
   

Corporate Bonds & Notes

    29.7  
   

Convertible Preferred Stock

    17.0  
   

Preferred Stock

    1.1  
   

Senior Loans

    0.6  
   

Common Stock

    0.1  
   

Cash & Equivalents – Net

    9.1  
   

 

 

 
   

Total

    100.0
   

 

 

 
 

 

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VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

        
    
SHARES
    VALUE  
COMMON STOCK—47.7%        
Air Freight & Logistics—1.2%        

United Parcel Service, Inc., Class B

    47,930     $ 7,564,792  

XPO Logistics, Inc.(d)

    38,450       4,483,270  
   

 

 

 
      12,048,062  
   

 

 

 
Airlines—0.3%        

Delta Air Lines, Inc.

    67,415       3,231,875  
   

 

 

 
Auto Components—1.0%        

Aptiv PLC

    68,175       10,215,342  
   

 

 

 
Banks—3.9%        

Citigroup, Inc.

    182,535       12,025,406  

First Republic Bank

    45,695       7,528,251  

JPMorgan Chase & Co.

    84,365       12,415,997  

SVB Financial Group(d)

    13,915       7,032,085  
   

 

 

 
      39,001,739  
   

 

 

 
Biotechnology—0.3%        

Natera, Inc.(d)

    21,745       2,524,377  
   

 

 

 
Capital Markets—0.7%        

Morgan Stanley

    95,520       7,342,622  
   

 

 

 
Communications Equipment—0.7%  

Motorola Solutions, Inc.

    42,870       7,522,828  
   

 

 

 
Electrical Equipment—0.6%        

Rockwell Automation, Inc.

    22,930       5,578,410  
   

 

 

 
Electronic Equipment, Instruments &
Components—1.8%
 

Flex Ltd.(d)

    656,100       11,934,459  

Keysight Technologies, Inc.(d)

    42,975       6,081,822  
   

 

 

 
      18,016,281  
   

 

 

 
Entertainment—2.3%        

Roku, Inc.(d)

    35,940       14,213,551  

Walt Disney Co.(d)

    44,565       8,424,568  
   

 

 

 
      22,638,119  
   

 

 

 
Equity Real Estate Investment Trusts
(REITs)—0.3%
 

Equinix, Inc.

    4,810       3,118,515  
   

 

 

 
        
    
SHARES
    VALUE  
Healthcare Equipment & Supplies—1.3%  

Hologic, Inc.(d)

    102,830     $        7,413,015  

Intuitive Surgical, Inc.(d)

    7,640       5,629,152  
   

 

 

 
      13,042,167  
   

 

 

 
Healthcare Providers & Services—2.9%  

Anthem, Inc.

    25,335       7,681,319  

Laboratory Corp. of America Holdings(d)

    38,365       9,204,147  

UnitedHealth Group, Inc.

    35,855       11,911,748  
   

 

 

 
      28,797,214  
   

 

 

 
Hotels, Restaurants & Leisure—2.4%  

DraftKings, Inc., Class A(d)(e)

    63,515       3,908,078  

Hilton Worldwide Holdings, Inc.

    90,830       11,233,855  

Starbucks Corp.

    83,670       9,038,870  
   

 

 

 
      24,180,803  
   

 

 

 
Industrial Conglomerates—0.9%  

Honeywell International, Inc.

    47,115       9,533,720  
   

 

 

 
Insurance—0.4%        

Progressive Corp.

    48,740       4,189,203  
   

 

 

 
Interactive Media & Services—2.5%  

Alphabet, Inc., Class A(d)

    5,080       10,271,303  

Facebook, Inc., Class A(d)

    15,295       3,940,298  

Pinterest, Inc., Class A(d)

    48,405       3,900,475  

Snap, Inc., Class A(d)

    61,220       4,019,705  

ZoomInfo Technologies, Inc., Class A(d)(e)

    50,387       2,641,286  
   

 

 

 
      24,773,067  
   

 

 

 
Internet & Direct Marketing Retail—1.5%  

Amazon.com, Inc.(d)

    4,710       14,567,700  
   

 

 

 
IT Services—3.6%        

Mastercard, Inc., Class A

    37,095       13,126,066  

Twilio, Inc., Class A(d)

    32,690            12,843,247  

Visa, Inc., Class A

    49,365       10,484,632  
   

 

 

 
      36,453,945  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

13


Table of Contents

VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

        
    
SHARES
    VALUE  
Life Sciences Tools & Services—1.3%  

IQVIA Holdings, Inc.(d)

    68,685     $ 13,241,781  
   

 

 

 
Machinery—2.2%        

Deere & Co.

    62,745       21,905,535  
   

 

 

 
Semiconductors & Semiconductor
Equipment—9.6%
 

Analog Devices, Inc.

    43,815       6,827,253  

Applied Materials, Inc.

    70,110       8,286,301  

Intel Corp.

    24,665       1,499,139  

Lam Research Corp.

    13,210       7,492,580  

Marvell Technology Group Ltd.

    207,530       10,019,548  

Micron Technology, Inc.(d)

    148,425       13,585,340  

NVIDIA Corp.

    12,875       7,062,968  

NXP Semiconductors NV

    107,035       19,539,239  

Qorvo, Inc.(d)

    42,220       7,377,101  

Skyworks Solutions, Inc.

    63,095       11,219,553  

Teradyne, Inc.

    27,145       3,491,118  
   

 

 

 
      96,400,140  
   

 

 

 
Software—6.0%        

Adobe, Inc.(d)

    5,345       2,456,936  

C3.ai, Inc., Class A(d)(e)

    17,874       2,010,110  

Cadence Design Systems, Inc.(d)

    60,655       8,557,814  

Crowdstrike Holdings, Inc., Class A(d)

    61,665       13,319,640  

Microsoft Corp.

    76,095       17,682,956  

Oracle Corp.

    58,365       3,765,126  

Salesforce.com, Inc.(d)

    12,135       2,627,228  

ServiceNow, Inc.(d)

    19,040       10,157,078  
   

 

 

 
              60,576,888  

Total Common Stock

(Cost—$369,500,459)

 

 

    478,900,333  
    PRINCIPAL
AMOUNT
(000s)
       
CONVERTIBLE BONDS & NOTES—46.6%  
Airlines—0.7%        

Southwest Airlines Co.,
1.25%, 5/1/25

  $ 4,000       6,725,000  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Auto Manufacturers—1.9%        

NIO, Inc., zero coupon, 2/1/26(a)(b)

  $ 6,000     $ 5,663,057  

Tesla, Inc., 2.00%, 5/15/24

    1,235       13,421,362  
   

 

 

 
      19,084,419  
   

 

 

 
Biotechnology—2.5%        

Exact Sciences Corp.,
0.375%, 3/1/28

    4,000       5,332,521  

Guardant Health, Inc., zero coupon,

11/15/27(a)(b)

    7,000       9,033,408  

Illumina, Inc., zero coupon,
8/15/23(e)

    4,000       5,114,786  

NeoGenomics, Inc., 0.25%, 1/15/28

    5,000       5,337,539  
   

 

 

 
      24,818,254  
   

 

 

 
Commercial Services—3.9%        

Alarm.com Holdings, Inc., zero coupon, 1/15/26(a)(b)

    5,500       5,319,929  

Chegg, Inc., zero coupon, 9/1/26(a)(b)

    6,500       7,687,951  

Repay Holdings Corp., zero coupon, 2/1/26(a)(b)

    6,000       5,916,540  

Shift4 Payments, Inc., zero coupon, 12/15/25(a)(b)

    4,250       5,201,150  

Square, Inc., 0.25%, 11/1/27(a)(b)(e)

    12,500       14,814,698  
   

 

 

 
      38,940,268  
   

 

 

 
Computers—2.0%        

Lumentum Holdings, Inc.,

0.50%, 12/15/26

    5,500       6,569,721  

Varonis Systems, Inc., 1.25%, 8/15/25(a)(b)

    3,100              6,415,140  

Zscaler, Inc., 0.125%, 7/1/25(a)(b)

    5,000              7,596,025  
   

 

 

 
      20,580,886  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

14


Table of Contents

VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Diversified Financial Services—0.6%  

LendingTree, Inc.,

0.50%, 7/15/25(a)(b)

  $ 6,365     $ 6,165,200  
   

 

 

 
Electronics—0.4%        

II-VI, Inc.,
0.25%, 9/1/22

    2,000       3,697,040  
   

 

 

 
Energy-Alternate Sources—0.7%  

Enphase Energy, Inc.(a)(b)

   

zero coupon,
3/1/26

    3,500       3,425,922  

zero coupon,
3/1/28

    3,500       3,391,507  
   

 

 

 
      6,817,429  
   

 

 

 
Healthcare-Products—2.1%        

Insulet Corp., 0.375%, 9/1/26

    5,850       7,870,756  

NanoString Technologies, Inc.,

2.625%, 3/1/25(a)(b)

    4,000       6,689,631  

Novocure Ltd., zero coupon,

11/1/25(a)(b)

    5,000       6,041,898  
   

 

 

 
      20,602,285  
   

 

 

 
Healthcare-Services—1.0%        

Teladoc Health, Inc., 1.25%, 6/1/27(a)(b)

    7,645       9,887,540  
   

 

 

 
Internet—8.8%        

Etsy, Inc., 0.125%, 9/1/27(a)(b)(e)

    6,310       9,054,189  

Farfetch Ltd., 3.75%, 5/1/27(a)(b)

    1,340       5,605,318  

Match Group Financeco 3, Inc.,

2.00%, 1/15/30(a)(b)

    4,000       7,819,326  

Okta, Inc.,
0.375%, 6/15/26(a)(b)

    6,000              7,848,708  

Palo Alto Networks, Inc.,
0.75%, 7/1/23

    5,600       8,089,874  

Pinduoduo, Inc., zero coupon,
12/1/25

    5,500       6,634,450  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Internet—continued        

Shopify, Inc., 0.125%, 11/1/25(e)

  $ 6,000     $ 7,623,750  

Spotify USA, Inc., zero coupon,
3/15/26(a)(b)

    2,745       2,745,000  

Uber Technologies, Inc., zero coupon, 12/15/25(a)(b)

    6,500       6,812,384  

Wayfair, Inc., 0.625%, 10/1/25(a)(b)

    6,000       6,204,234  

Zendesk, Inc., 0.625%, 6/15/25(a)(b)

    5,000       7,493,682  

Zillow Group, Inc.,

1.50%, 7/1/23

    6,000       12,415,582  
   

 

 

 
      88,346,497  
   

 

 

 
Leisure—1.9%        

NCL Corp., Ltd.,

5.375%, 8/1/25(a)(b)

    6,160       11,449,389  

Peloton Interactive, Inc., zero coupon, 2/15/26(a)(b)

    1,270       1,256,525  

Royal Caribbean Cruises Ltd.,

4.25%, 6/15/23(a)(b)

    4,000       6,070,728  
   

 

 

 
      18,776,642  
   

 

 

 
Media—0.6%        

Liberty Media Corp.,

1.00%, 1/30/23(e)

    5,000       6,461,415  
   

 

 

 
Pharmaceuticals—0.9%        

DexCom, Inc., 0.25%, 11/15/25(a)(b)

    8,490       9,085,006  
   

 

 

 
Real Estate—0.6%        

Redfin Corp., zero coupon,
10/15/25(a)(b)

    5,000       6,481,500  
   

 

 

 
Semiconductors—4.5%        

Cree, Inc., 0.875%, 9/1/23(e)

    2,850              5,493,701  

Inphi Corp., 0.75%, 4/15/25(a)(b)

    2,875       4,089,747  

Microchip Technology, Inc., 0.125%, 11/15/24(e)

    10,697       12,529,396  
 

 

See Notes to Financial Statements

 

 

15


Table of Contents

VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Semiconductors—continued        

ON Semiconductor Corp.,
1.625%, 10/15/23

  $ 7,250     $ 14,740,328  

Synaptics, Inc., 0.50%, 6/15/22

    4,500       8,270,843  
   

 

 

 
      45,124,015  
   

 

 

 
Software—13.0%        

Akamai Technologies, Inc.,
0.125%, 5/1/25

      3,580       4,224,842  

Bandwidth, Inc.,
0.25%, 3/1/26(a)(b)

    3,000       5,506,843  

Bentley Systems, Inc., 0.125%, 1/15/26(a)(b)

    5,500       5,711,313  

Bill.com Holdings, Inc., zero coupon,
12/1/25(a)(b)

    5,750       7,429,215  

Cerence, Inc.,
3.00%, 6/1/25(a)(b)

    2,000       6,184,964  

Cloudflare, Inc.,
0.75%, 5/15/25(a)(b)

    2,750       5,772,177  

Coupa Software, Inc., 0.375%, 6/15/26(a)(b)

    5,500       7,670,958  

Datadog, Inc.,
0.125%, 6/15/25(a)(b)

    5,500       7,149,178  

DocuSign, Inc., zero coupon,
1/15/24(a)(b)

    7,000       7,195,157  

Five9, Inc., 0.50%, 6/1/25(a)(b)

    5,500       8,470,970  

HubSpot, Inc.,
0.375%, 6/1/25(a)(b)

    4,000       7,673,174  

LivePerson, Inc., zero coupon, 12/15/26(a)(b)

    6,500       7,412,976  

MongoDB, Inc., 0.25%, 1/15/26

    3,750              7,250,634  

Nuance Communications,
Inc.,

1.00%, 12/15/35

    3,000       5,677,230  

Pegasystems, Inc., 0.75%, 3/1/25(a)(b)

    5,500       6,639,863  

RingCentral, Inc., zero coupon,
3/1/25(a)(b)

    6,295       8,058,026  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Software—continued        

Splunk, Inc.,
1.125%, 6/15/27(a)(b)(e)

  $ 5,500     $ 5,472,027  

Workday, Inc., 0.25%, 10/1/22

    4,500       7,721,932  

Zynga, Inc., 0.25%, 6/1/24(e)

    6,000       8,807,328  
   

 

 

 
      130,028,807  
   

 

 

 
Telecommunications—0.5%        

Nice Ltd., zero coupon, 9/15/25(a)(b)(e)

    5,000       5,469,068  

Total Convertible Bonds & Notes

(Cost—$373,614,204)

 

 

    467,091,271  
    SHARES        
CONVERTIBLE PREFERRED STOCK—4.1%  
Diversified Financial Services—0.4%  

2020 Mandatory Exchangeable Trust, 6.50%, 5/16/23(a)(b)

    1,805       4,067,976  
   

 

 

 
Healthcare-Products—1.5%        

Avantor, Inc.,
6.25%, 5/15/22, Ser. A

    67,500       5,879,925  

Danaher Corp.,
4.75%, 4/15/22, Ser. A

    6,200       9,448,800  
   

 

 

 
      15,328,725  
   

 

 

 
Semiconductors—1.7%        

Broadcom, Inc.,
8.00%, 9/30/22, Ser. A

    11,250       17,007,863  
   

 

 

 
Telecommunications—0.5%        

2020 Cash Mandatory Exchangeable Trust, 5.25%, 6/1/23(a)(b)

    4,330       4,725,921  

Total Convertible Preferred Stock

(Cost—$31,414,875)

 

 

    41,130,485  
 

 

See Notes to Financial Statements

 

 

16


Table of Contents

VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
CORPORATE BONDS & NOTES(a)(b)—2.9%  
Computers—0.3%        

Dell International LLC, 7.125%, 6/15/24(c)

  $   3,000     $ 3,104,400  
   

 

 

 
Healthcare-Services—0.3%        

Charles River Laboratories International, Inc., 5.50%, 4/1/26(c)

    3,000       3,127,500  
   

 

 

 
Internet—1.0%        

Go Daddy Operating Co. LLC,
5.25%, 12/1/27(c)

    3,000       3,150,000  

Match Group Holdings II LLC,
5.00%, 12/15/27(c)

    3,000       3,143,640  

Netflix, Inc., 5.375%, 11/15/29(c)

    3,000       3,544,350  
   

 

 

 
      9,837,990  
   

 

 

 
Pharmaceuticals—0.4%        

Horizon Therapeutics USA, Inc.,
5.50%, 8/1/27(c)

    4,000       4,250,000  
   

 

 

 
Telecommunications—0.9%        

CommScope, Inc., 8.25%, 3/1/27(e)

    4,000       4,214,960  

LogMeIn, Inc., 5.50%, 9/1/27

    4,000       4,180,000  
   

 

 

 
              8,394,960  

Total Corporate Bonds & Notes

(Cost—$28,803,615)

 

 

    28,714,850  
                 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Repurchase Agreements—3.2%  

State Street Bank and Trust Co., dated 2/26/21, 0.00%, due 3/1/21, proceeds $32,323,000; collateralized by U.S. Treasury Notes, 0.375%, due 11/30/25, valued at $32,969,491 including accrued interest (cost—$32,323,000)

  $ 32,323     $ 32,323,000  
                 
Total Investments
(Cost—$835,656,153)-104.5%
    1,048,159,939  
                 

Other assets and liabilities, net—(4.5)%

      (45,322,164
   

 

 

 
Net Assets-100.0%         $1,002,837,775  
   

 

 

 

Abbreviations:

LLC—Limited

Liability Company

REIT—Real

Estate Investment Trust

Footnote Legend:

(a)

Private Placement—Restricted as to resale and may not have a readily available market. Private placement securities may include Rule 144A securities. These securities have an aggregate value of $334,589,988, representing 33.4% of net assets.

(b)

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registrations, normally to qualified institutional buyers. At February 28, 2021, these securities amounted to a value of $334,589,988 or 33.4% of net assets.

(c)

All or a portion of the security segregated as collateral for the Liquidity Facility.

(d)

Non-income producing.

(e)

All or a portion of this security is on loan pursuant to the Liquidity Facility (see Note 8). The aggregate value of securities on loan is $18,417,779.

 

 

See Notes to Financial Statements

 

 

17


Table of Contents

VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

The following table summarizes the market value of the Fund’s investments as of February 28, 2021, based on the inputs used to value them (See Note 2A in the Notes to Financial Statements):

 

     Level 1 -
Quoted Prices
     Level 2 -
Other Significant
Observable
Inputs
     Total Value at
2/28/21
 

Assets:

 

Common Stock

   $ 478,900,333             $ 478,900,333  

Convertible Bonds & Notes

          $ 467,091,271        467,091,271  

Convertible Preferred Stock

     32,336,588        8,793,897        41,130,485  

Corporate Bonds & Notes

            28,714,850        28,714,850  

Repurchase Agreements

            32,323,000        32,323,000  
  

 

 

    

 

 

    

 

 

 

Total Investments

   $ 511,236,921      $ 536,923,018      $ 1,048,159,939  
  

 

 

    

 

 

    

 

 

 

There were no securities valued using significant unobservable inputs (Level 3) at January 31, 2021.

There were no transfers into or out of Level 3 related to securities held at January 31, 2021.

 

See Notes to Financial Statements

 

18


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
CONVERTIBLE BONDS & NOTES—53.6%  
Auto Manufacturers—4.3%  

NIO, Inc.,(a)(c)
zero coupon, 2/1/26

  $   4,000     $     3,775,371  

0.50%, 2/1/27

    5,000       4,549,885  
   

 

 

 
      8,325,256  
   

 

 

 
Biotechnology—5.9%            

Illumina, Inc., zero coupon,
8/15/23(i)

    2,105       2,691,656  

Insmed, Inc., 1.75%, 1/15/25(g)

    1,500       1,745,544  

Ionis Pharmaceuticals, Inc.,
0.125%, 12/15/24

    4,000       4,022,276  

Ligand Pharmaceuticals, Inc.,
0.75%, 5/15/23

    3,000       3,073,200  
   

 

 

 
      11,532,676  
   

 

 

 
Building Materials—2.3%  

Patrick Industries, Inc., 1.00%, 2/1/23

    4,000       4,531,745  
   

 

 

 
Computers—1.2%            

CyberArk Software Ltd., zero coupon,
11/15/24

    2,000       2,331,200  
   

 

 

 
Entertainment—1.8%            

Live Nation Entertainment, Inc., 2.00%, 2/15/25(i)

    3,000       3,442,500  
   

 

 

 
Equity Real Estate Investment Trusts
(REITs)—5.9%
 

Blackstone Mortgage Trust, Inc., 4.375%, 5/5/22(i)

    2,000       2,031,126  

Redwood Trust, Inc., 5.625%, 7/15/24

    5,000       4,923,667  

Two Harbors Investment Corp., 6.25%, 1/15/22

    4,495       4,584,900  
   

 

 

 
      11,539,693  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Household Products—2.2%  

NuVasive, Inc., 1.00%, 6/1/23(a)(c)(i)

  $ 4,000     $ 4,295,587  
   

 

 

 
Internet—4.0%            

21Vianet Group, Inc., zero coupon,
2/1/26(a)(c)

    500       496,896  
   

 

 

 

Boingo Wireless, Inc., 1.00%, 10/1/23

    3,350       3,070,090  

Proofpoint, Inc., 0.25%, 8/15/24

    4,000       4,259,996  
   

 

 

 
      7,826,982  
   

 

 

 
Leisure—1.2%            

Royal Caribbean Cruises Ltd.,
2.875%, 11/15/23(a)(c)

    1,700       2,367,250  
   

 

 

 
Media—3.3%            

DISH Network Corp., 2.375%, 3/15/24

    4,000       3,781,432  

Liberty Broadband Corp., 2.75%, 9/30/50(a)(c)

    2,500       2,592,691  
   

 

 

 
      6,374,123  
   

 

 

 
Oil, Gas & Consumable Fuels—1.6%  

Helix Energy Solutions Group, Inc., 4.25%, 5/1/22(g)

    2,000       1,930,366  

Oil States International, Inc.,
1.50%, 2/15/23

    1,500       1,232,393  
   

 

 

 
      3,162,759  
   

 

 

 
Pharmaceuticals—3.6%        

Flexion Therapeutics, Inc.,
3.375%, 5/1/24(g)

    3,000       2,679,375  

Jazz Investments I Ltd.,
1.50%, 8/15/24(g)

    4,000       4,434,544  
   

 

 

 
      7,113,919  
   

 

 

 
Software—15.9%            

Alteryx, Inc., 0.50%, 8/1/24(g)

    4,000       3,956,941  
 

 

See Notes to Financial Statements

 

 

19


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Software—continued            

Benefitfocus, Inc., 1.25%, 12/15/23

  $ 3,000     $ 2,761,988  

DocuSign, Inc., zero coupon,
1/15/24(a)(c)(g)(i)

    4,000       4,111,518  

i3 Verticals LLC, 1.00%, 2/15/25(a)(c)(g)

    5,000       5,318,235  

New Relic, Inc., 0.50%, 5/1/23

    4,000       3,963,439  

Nutanix, Inc., zero coupon,
1/15/23

    3,000       3,062,280  

Pegasystems, Inc., 0.75%, 3/1/25(a)(c)

    2,000       2,414,496  

PROS Holdings, Inc., 1.00%, 5/15/24

    4,000       4,158,841  

RingCentral, Inc., zero coupon,
3/1/25(a)(c)(i)

    1,055       1,350,471  
   

 

 

 
      31,098,209  
   

 

 

 
Telecommunications—0.4%  

Infinera Corp., 2.125%, 9/1/24(g)

    675       823,293  
Total Convertible Bonds & Notes
(Cost—$99,135,998)

 

    104,765,192  
CORPORATE BONDS & NOTES—42.5%  
Aerospace & Defense—1.4%        

Triumph Group, Inc.,(a)(c)

   

6.25%, 9/15/24

    350       351,750  

8.875%, 6/1/24(i)

    2,140       2,364,700  
   

 

 

 
      2,716,450  
   

 

 

 
Auto Manufacturers—2.0%  

Ford Motor Co.,
8.50%, 4/21/23(g)

    3,500       3,911,250  
   

 

 

 
Commercial Services—2.9%        

Avis Budget Car Rental LLC,
6.375%, 4/1/24(a)(c)(i)

    3,000       3,041,250  

RR Donnelley & Sons Co.,
7.00%, 2/15/22

    2,500       2,581,250  
   

 

 

 
      5,622,500  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Computers—0.8%            

Dell International LLC, 7.125%, 6/15/24(a)(c)(g)

  $ 1,500     $ 1,552,200  
   

 

 

 
Diversified Financial Services—4.7%  

CCF Holdings LLC, PIK 10.75%, 10.75%, 12/15/23(a)(c)(e)(f)

    2,634       554,160  

Community Choice Financial Issuer LLC, 9.00%, 6/15/23(a)(c)(e)(f)

    2,000       2,000,000  

Navient Corp., 7.25%, 9/25/23(i)

    3,000       3,255,000  

OneMain Finance Corp.,
8.25%, 10/1/23(g)(i)

    3,000       3,412,500  
   

 

 

 
      9,221,660  
   

 

 

 
Engineering & Construction—1.7%  

AECOM, 5.875%, 10/15/24(g)

    3,000       3,330,000  
   

 

 

 
Entertainment—3.6%            

Cedar Fair L.P., 5.375%, 6/1/24(i)

    3,000       3,007,500  

Lions Gate Capital Holdings LLC, 6.375%, 2/1/24(a)(c)(i)

    4,000       4,082,840  
   

 

 

 
      7,090,340  
   

 

 

 
Equity Real Estate Investment Trusts
(REITs)—1.1%
 

Service Properties Trust,
4.35%, 10/1/24(g)

    2,170       2,153,725  
   

 

 

 
Lodging—1.9%            

Wynn Las Vegas LLC, 5.50%, 3/1/25(a)(c)(i)

    3,500       3,710,000  
   

 

 

 
Machinery-Construction & Mining—1.6%  

Terex Corp., 5.625%, 2/1/25(a)(c)(i)

    3,000       3,078,750  
   

 

 

 
Media—4.7%            

Clear Channel Worldwide Holdings, Inc.,
9.25%, 2/15/24(i)

    1,431       1,490,029  
 

 

See Notes to Financial Statements

 

 

20


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Media—continued            

CSC Holdings LLC, 5.25%, 6/1/24(i)

  $ 3,000     $ 3,228,750  

DISH DBS Corp.,

   

5.875%, 11/15/24(i)

    3,285       3,437,440  

6.75%, 6/1/21

    1,000       1,011,250  
   

 

 

 
      9,167,469  
   

 

 

 
Mining—4.8%            

Alcoa Nederland Holding BV, 6.75%, 9/30/24(a)(c)(g)(i)

    3,000       3,112,500  

Constellium SE, 6.625%, 3/1/25(a)(c)(i)

    3,000       3,053,100  

Hudbay Minerals, Inc., 7.625%, 1/15/25(a)(c)

    3,000       3,123,360  
   

 

 

 
      9,288,960  
   

 

 

 
Miscellaneous Manufacturing—1.8%  

Koppers, Inc., 6.00%, 2/15/25(a)(c)(i)

    3,500       3,609,375  
   

 

 

 
Oil, Gas & Consumable Fuels—1.5%  

Antero Resources Corp.,
5.00%, 3/1/25

    3,000       2,983,500  
   

 

 

 
Telecommunications—6.6%  

Cincinnati Bell, Inc., 7.00%, 7/15/24(a)(c)(i)

    4,000       4,160,000  

Hughes Satellite Systems Corp., 7.625%, 6/15/21(i)

    3,000       3,048,750  

Lumen Technologies, Inc.,
7.50%, 4/1/24, Ser. Y(i)

    2,000       2,245,000  

Sprint Corp., 7.125%, 6/15/24

    3,000       3,454,350  
   

 

 

 
      12,908,100  
   

 

 

 
Transportation—1.4%            

XPO Logistics, Inc., 6.125%, 9/1/23(a)(c)(g)(i)

    2,750       2,794,688  
Total Corporate Bonds & Notes
(Cost—$83,325,640)

 

    83,138,967  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
SENIOR LOANS(a)(b)— 26.6%  
Aerospace & Defense—0.7%  

TransDigm, Inc.,
(1 mo. LIBOR + 2.250%), 2.365%, 12/9/25, 2020 Term Loan F

  $ 1,466     $ 1,446,299  
   

 

 

 
Airlines—1.5%            

Allegiant Travel Company, (3 mo. LIBOR + 3.000%), 3.198%, 2/5/24, 2020 Term Loan

    1,477       1,459,869  

American Airlines, Inc., (1 mo. LIBOR + 2.000%), 2.115%, 4/28/23, Repriced TL B due 2023

    1,000       936,880  

SkyMiles IP Ltd., (3 mo. LIBOR + 3.750%), 4.75%, 10/20/27, 2020 Skymiles Term Loan B

    500       528,855  
   

 

 

 
      2,925,604  
   

 

 

 
Auto Components—0.8%        

Adient US LLC, 05/06/2024, Term Loan B

   

4.365%, 5/6/24, Term Loan B

    1,103       1,105,488  

4.443%, 5/6/24, Term Loan B

    375       376,016  
   

 

 

 
      1,481,504  
   

 

 

 
Chemicals—0.3%            

PQ Corp., (3 mo. LIBOR + 2.250%), 2.462%, 2/7/27, 2018 Term Loan B

    506       505,031  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

21


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Communications Equipment—0.8%  

CommScope, Inc.,
(1 mo. LIBOR + 3.250%), 3.365%, 4/6/26, 2019 Term Loan B

  $ 1,485     $ 1,481,488  
   

 

 

 
Computers—0.8%  

Cardtronics USA, Inc.,
(1 mo. LIBOR + 4.000%), 5.00%, 6/29/27, Term Loan B

    995       995,627  

Dell International LLC,
(1 mo. LIBOR + 1.750%), 2.00%, 9/19/25, 2019 Term Loan B

    663       665,306  
   

 

 

 
      1,660,933  
   

 

 

 
Construction & Engineering—0.5%  

KBR, Inc.,
(1 mo. LIBOR + 2.750%), 2.865%, 2/5/27, 2020 Term Loan B

    1,019       1,019,892  
   

 

 

 
Distribution/Wholesale—0.5%  

IAA, Inc.,
(1 mo. LIBOR + 2.250%), 2.375%, 6/28/26, Term Loan B

    968       967,500  
   

 

 

 
Diversified Telecommunication Services—0.5%  

CenturyLink, Inc.,
(1 mo. LIBOR + 2.250%), 2.365%, 3/15/27, 2020 Term Loan B

    990       985,723  
   

 

 

 
Entertainment—0.9%        

AMC Entertainment Holdings, Inc.,
(3 mo. LIBOR + 3.000%), 3.195%, 4/22/26, 2019 Term Loan B

    983       840,981  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Entertainment—continued        

Music Technology Holdings, LLC, (3 mo. PIK + 8.000%), 8.00%, 12/16/22, Fixed PIK Term Loan(f)

  $ 326     $ 326,083  

Stars Group Holdings B.V. (The), (3 mo. LIBOR + 3.500%), 3.754%, 7/10/25, 2018 USD Incremental Term Loan

    644       646,697  
   

 

 

 
      1,813,761  
   

 

 

 
Food & Staples Retailing—0.5%  

US Foods, Inc., (1 mo. LIBOR + 1.750%), 1.865%, 6/27/23, 2016 Term Loan B

    965       955,395  
   

 

 

 
Healthcare-Products—1.0%  

Avantor Funding, Inc.,
11/21/2024, USD Term Loan B3

   

3.25%, 11/21/24, USD Term Loan B3

    1,142       1,143,797  

3.50%, 11/8/27, 2020 Incremental Term Loan B4

    285       286,513  

Ortho-Clinical Diagnostics S.A., 06/30/25, 2018 Term Loan B

   

3.36%, 6/30/25, 2018 Term Loan B

    81       81,560  

3.363%, 6/30/25, 2018 Term Loan B

    475       475,188  
   

 

 

 
      1,987,058  
   

 

 

 
Holding Companies-Diversified—0.4%  

Travelport Finance (Luxembourg) S.a.r.l., (3 mo. LIBOR + 5.000%), 5.254%, 5/29/26, 2019 Term Loan

    988       769,016  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

22


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Hotels, Restaurants & Leisure—1.0%  

Playa Resorts Holding B.V.,
(1 mo. LIBOR + 2.750%), 3.75%, 4/29/24, 2017 Term Loan B

  $ 965     $ 925,897  

Scientific Games International, Inc., (1 mo. LIBOR + 2.750%), 2.865%, 8/14/24, 2018 Term Loan B5

    970       953,956  
   

 

 

 
      1,879,853  
   

 

 

 
Internet—1.1%            

Everi Payments, Inc.,
(1 mo. LIBOR + 2.750%), 3.50%, 5/9/24, Term Loan B

    896       892,686  

Go Daddy Operating Company, LLC,
(1 mo. LIBOR + 1.750%), 1.865%, 2/15/24, 2017 Repriced Term Loan

    1,222       1,219,804  
   

 

 

 
      2,112,490  
   

 

 

 
Internet Software & Services—0.9%  

Blucora, Inc.,
(3 mo. LIBOR + 4.000%), 5.00%, 5/22/24, 2017 Term Loan B

    744       744,565  

Match Group, Inc.,
(3 mo. LIBOR + 1.750%), 1.948%, 2/13/27, 2020 Term Loan B

    1,000       990,940  
   

 

 

 
      1,735,505  
   

 

 

 
Leisure Equipment & Products—0.5%  

Callaway Golf Company,
(1 mo. LIBOR + 4.500%), 4.611%, 1/2/26, Term Loan B

    922       925,377  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Lodging—0.7%            

Caesars Resort Collection, LLC,
(1 mo. LIBOR + 2.750%), 2.865%, 12/23/24, 2017 1st Lien Term Loan B

  $ 1,470     $ 1,455,926  
   

 

 

 
Machinery—1.7%            

Gardner Denver, Inc., (1 mo. LIBOR + 1.750%), 1.865%, 3/1/27, 2020 USD Term Loan B2

    1,614       1,609,558  

Harsco Corp.,
(1 mo. LIBOR + 2.250%), 2.438%, 12/6/24, 2017 Term Loan B1

    192       191,295  

Navistar International Corp.,
(1 mo. LIBOR + 3.500%), 3.62%, 11/6/24, 2017 1st Lien Term Loan B

    1,466       1,465,629  
   

 

 

 
      3,266,482  
   

 

 

 
Media—5.4%            

CSC Holdings, LLC,
(1 mo. LIBOR + 2.250%), 2.361%, 1/15/26, 2018 Incremental Term Loan

    1,237       1,229,417  

Gray Television, Inc.,
(1 mo. LIBOR + 2.250%), 2.373%, 2/7/24, 2017 Term Loan B

    1,432       1,427,070  

Lions Gate Capital Holdings LLC,
(1 mo. LIBOR + 2.250%), 2.365%, 3/24/25, 2018 Term Loan B

    1,232       1,219,616  
 

 

See Notes to Financial Statements

 

 

23


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Media—continued            

Meredith Corp.,
(1 mo. LIBOR + 2.500%), 2.615%, 1/31/25, 2020 Term Loan B2

  $ 1,247     $     1,240,119  

Nexstar Broadcasting, Inc.,
(1 mo. LIBOR + 2.750%), 2.873%, 9/18/26, 2019 Term Loan B4

    1,312       1,313,033  

Sinclair Television Group, Inc.,
(1 mo. LIBOR + 2.250%), 2.37%, 1/3/24, Term Loan B2

    1,250       1,243,085  

Virgin Media Bristol LLC,
(1 mo. LIBOR + 2.500%), 2.612%, 1/31/28, USD Term Loan N

    1,500       1,495,905  

WideOpenWest Finance LLC,
(1 mo. LIBOR + 3.250%), 4.25%, 8/18/23, 2017 Term Loan B

    1,467       1,466,530  
   

 

 

 
      10,634,775  
   

 

 

 
Metal Fabricate/Hardware—0.3%  

Advanced Drainage Systems, Inc.,
(1 mo. LIBOR + 2.250%), 2.375%, 7/31/26, Term Loan B

    630       629,966  
   

 

 

 
Oil, Gas & Consumable Fuels—0.1%  

Lealand Finance Company B.V.,
Take Back Term Loan (1 mo. LIBOR + 1.000%), 1.115%, 3.000% PIK, 6/30/25

    164       105,953  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Pharmaceuticals—1.4%        

Bausch Health Companies, Inc.,
(1 mo. LIBOR + 3.000%), 3.115%, 6/2/25, 2018 Term Loan B

  $ 852     $ 853,052  

HLF Financing S.a r.l., (1 mo. LIBOR + 2.500%), 2.615%, 8/18/25, 2018 Term Loan B

    978       978,028  

Horizon Therapeutics USA, Inc.,
(1 mo. LIBOR + 2.000%), 5/22/26, Term Loan B(d)

    1,000       1,000,000  
   

 

 

 
          2,831,080  
   

 

 

 
Professional Services—0.5%  

Advantage Sales & Marketing, Inc.,
(3 mo. LIBOR + 5.250%), 6.00%, 10/28/27, 2020 Term Loan B

    1,000       1,005,000  
   

 

 

 
Semiconductors & Semiconductor
Equipment—0.8%
 

Cohu, Inc.,
(1 mo. LIBOR + 3.000%), 3.115%, 10/1/25, 2018 Term Loan B

    1,475       1,471,774  
   

 

 

 
Software—1.8%            

Banff Merger Sub, Inc.,
(1 mo. LIBOR + 3.750%), 3.898%, 10/2/25, 2018 USD Term Loan B

    885       884,798  

Camelot U.S. Acquisition 1 Co.,
(1 mo. LIBOR + 3.000%), 3.115%, 10/30/26, Term Loan B

    1,209       1,208,539  
 

 

See Notes to Financial Statements

 

 

24


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Software—continued            

Upland Software, Inc., (1 mo. LIBOR + 3.750%), 3.865%, 8/6/26, 2019 Term Loan

  $ 1,481     $     1,479,858  
   

 

 

 
      3,573,195  
   

 

 

 
Specialty Retail—0.5%  

Burlington Coat Factory Warehouse Corp.,
(1 mo. LIBOR + 1.750%), 1.86%, 11/17/24, 2017 Term Loan B5

    861       852,819  

Petco Health & Wellness Co, Inc.,
(3 mo. LIBOR + 3.250%), 1/26/23, 2017 Term Loan B(d)

    180       179,775  
   

 

 

 
      1,032,594  
   

 

 

 
Technology Hardware, Storage &
Peripherals—0.7%
 

NCR Corp.,
(3 mo. LIBOR + 2.500%), 2.72%, 8/28/26, 2019 Term Loan

    1,470       1,457,680  
Total Senior Loans (Cost—$52,182,267)             52,116,854  
    SHARES        
COMMON STOCK(h)- 0.2%  
Banks—0.0%            

CCF Holdings LLC Class A(e)(f)

    6,549      

CCF Holdings LLC Class B(e)(f)

    7,142       1  
   

 

 

 
      1  
   

 

 

 
Energy Equipment & Services—0.1%  

Mcdermott International Ltd.

    71,796       61,027  
   

 

 

 
Oil, Gas & Consumable Fuels—0.1%  

Summit Midstream Partners L.P.

    12,573       256,112  
Total Common Stock
(Cost—$1,505,481)

 

    317,140  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Repurchase Agreements—13.9%  

State Street Bank and Trust Co., dated 2/26/21, 0.00%, due 3/1/21, proceeds $27,209,000; collateralized by U.S. Treasury Inflation Indexed Notes, 0.125%, due 7/15/26, valued at $19,863,331 including accrued interest and U.S. Treasury Notes, 1.875%, due 6/30/26, valued at $7,889,940 including accrued interest (cost—$27,209,000)

  $ 27,209     $ 27,209,000  
                 

Total Investments

(Cost—$263,358,386)—136.8%

 

 

    267,547,153  
                 

Other assets and liabilities, net—(36.8)%

      (71,940,759
   

 

 

 
Net Assets—100.0%

 

  $ 195,606,394  
   

 

 

 

Abbreviations:

LIBOR—London Inter-Bank Offered Rate

PIK—Payment-in-Kind

REIT—Real Estate Investment Trust

Footnote Legend:

*

Actual amount rounds to less than $1.

(a)

Private Placement—Restricted as to resale and may not have a readily available market. Private placement securities may include Rule 144A securities. These securities have an aggregate value of $123,977,927, representing 63.4% of net assets.

(b)

These securities generally pay interest at rates which are periodically pre-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major European banks, such as the “LIBOR” or the prime rate offered by one or more major United States banks, or the certificate of deposit rate.

 

 

See Notes to Financial Statements

 

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

  These securities are generally considered to be restricted as the Fund is ordinarily contractually obligated to receive approval from the Agent bank and/or borrower prior to disposition. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional payments by the borrower. Such prepayments cannot be predicted with certainty. The interest rate disclosed reflects the rate in effect on February 28, 2021.
(c)

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registrations, normally to qualified institutional buyers. At February 28, 2021, these securities amounted to a value of $71,861,073 or 36.7% of net assets.

(d)

This loan will settle after February 28, 2021, at which time the interest rate, based on the LIBOR and the agreed upon spread on trade date, will be reflected.

(e)

Fair-Valued—Securities with an aggregate value of $2,554,161, representing 1.3% of net assets. See Note 2A in the Notes to Financial Statements.

(f)

Level 3 security. See Note 2A in the Notes to Financial Statements.

(g)

All or a portion of the security segregated as collateral for the Liquidity Facility.

(h)

Non-income producing.

(i)

All or a portion of this security is on loan pursuant to the Liquidity Facility. The aggregate value of securities on loan is $40,887,965.

The following table summarizes the market value of the Fund’s investments as of February 28, 2021, based on the inputs used to value them (See Note 2A in the Notes to Financial Statements):

 

     Level 1 -
Quoted Prices
    Level 2 -
Other Significant
Observable
Inputs
    Level 3 -
Significant
Unobservable
Inputs
    Total Value at
2/28/21
 

Assets:

 

Convertible Bonds & Notes

        $ 104,765,192           $ 104,765,192  

Corporate Bonds & Notes

          80,584,807     $ 2,554,160       83,138,967  

Senior Loans

          51,790,771       326,083       52,116,854  

Common Stock

  $ 317,139             1       317,140  

Repurchase Agreements

          27,209,000             27,209,000  
 

 

 

   

 

 

   

 

 

   

 

 

 

Total Investments

  $ 317,139     $ 264,349,770     $ 2,880,244     $ 267,547,153  
 

 

 

   

 

 

   

 

 

   

 

 

 

 

See Notes to Financial Statements

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the year ended February 28, 2021, was as follows:

 

     Beginning
Balance
2/29/20
    Purchases     Sales     Accrued
Discount
(Premiums)
    Net
Realized
Gain
(Loss)
    Net Change
in Unrealized
Appreciation/
Depreciation
    Transfers
into
Level 3**
    Transfers
out of
Level 3
    Ending
Balance
2/28/21
 

Investments in Securities—Assets

 

Corporate Bonds & Notes

  $ 1,001,932     $ 261,843 (1)    $     $ 29,616     $     $ (739,231   $ 2,000,000     $     $ 2,554,160  

Senior Loans

          326,083 (1)                                          326,083  

Common Stock

    1                                                 1  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $ 1,001,933     $ 587,926     $     $ 29,616     $     $ (739,231   $ 2,000,000     $     $ 2,880,244  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

Payment-in-Kind

**

Security held by the Fund with an end of period value of $2,000,000 was transferred from Level 2 to Level 3 due to a decrease in trading activities during the period.

The table above may include Level 3 investments that are valued by brokers or independent pricing services. The inputs for these investments are not readily available or cannot be reasonably estimated and are generally those inputs described in Note 2A.

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 at February 28, 2021.

 

     Ending
Balance
at 2/28/21
    Valuation
Technique Used
    Unobservable
Inputs
  Input Values (Ranges)

Investments in Securities—Assets

Corporate Bonds & Notes

  $ 554,160      
Market and Company
Comparables
 
 
  EV Multiples   1.21x(0.81x-2.04x)
        0.66X (0.38x-0.90x)
        3.44x (1.36x-5.30x)
                    Illiquidity Discount   20%

The table above does not include Level 3 investments that are valued by brokers or independent pricing services.

The net change in unrealized appreciation/(depreciation) of Level 3 investments held at February 28, 2021 was $(741,731). The net realized gain (loss) and net change in unrealized appreciation/depreciation are reflected on the Statements of Operations.

 

See Notes to Financial Statements

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
CONVERTIBLE BONDS & NOTES—42.9%  
Airlines—0.7%  

Southwest Airlines Co., 1.25%, 5/1/25

  $ 4,140     $      6,960,375  
   

 

 

 
Apparel & Textiles—0.8%  

Iconix Brand Group, Inc., 5.75%, 8/15/23

    14,740       7,370,000  
   

 

 

 
Auto Manufacturers—2.1%  

NIO, Inc.,(a)(c)

   

zero coupon, 2/1/26

    2,010       1,897,124  

0.50%, 2/1/27

    2,500       2,274,942  

Tesla, Inc., 2.00%, 5/15/24

    1,495       16,246,913  
   

 

 

 
      20,418,979  
   

 

 

 
Banks—1.4%            

BofA Finance LLC, 0.125%, 9/1/22

    5,970       6,729,384  

JPMorgan Chase Bank N.A., 0.125%, 1/1/23(a)(c)(n)

    5,220       6,133,500  
   

 

 

 
      12,862,884  
   

 

 

 
Biotechnology—1.6%  

Bridgebio Pharma, Inc., 2.25%, 2/1/29(a)(c)

    3,125       3,261,162  

Exact Sciences Corp., 0.375%, 3/1/28

    5,125       6,832,293  

Halozyme Therapeutics, Inc.,
0.25%, 3/1/27(a)(c)

    2,215       2,174,738  

Insmed, Inc., 1.75%, 1/15/25

    2,580       3,002,336  
   

 

 

 
      15,270,529  
   

 

 

 
Building Materials—1.0%  

Patrick Industries, Inc., 1.00%, 2/1/23

    8,820       9,992,498  
   

 

 

 
Commercial Services—1.9%  

Alarm.com Holdings, Inc., zero coupon,
1/15/26(a)(c)

      3,150       3,046,868  

Chegg, Inc., zero coupon, 9/1/26(a)(c)

    4,915       5,813,274  

Square, Inc., zero coupon, 5/1/26(a)(c)

    8,400       9,674,705  
   

 

 

 
      18,534,847  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Computers—0.9%  

Lumentum Holdings, Inc.,
0.50%, 12/15/26

  $ 2,175     $ 2,598,026  

Zscaler, Inc., 0.125%, 7/1/25(a)(c)

    3,630       5,514,714  
   

 

 

 
      8,112,740  
   

 

 

 
Diversified Financial Services—0.3%  

LendingTree, Inc.,
0.50%, 7/15/25(a)(c)

    3,290       3,186,725  
   

 

 

 
Electronics—0.7%  

II-VI, Inc.,
0.25%, 9/1/22

    3,630       6,710,127  
   

 

 

 
Energy-Alternate Sources—1.0%  

Enphase Energy, Inc.,(a)(c)

   

zero coupon, 3/1/26

    2,310       2,261,109  

zero coupon, 3/1/28

    2,305       2,233,549  

Plug Power, Inc., 3.75%, 6/1/25(a)(c)

    570       5,364,768  
   

 

 

 
      9,859,426  
   

 

 

 
Entertainment—0.8%  

Vail Resorts, Inc., zero coupon,
1/1/26(a)(c)

    6,875       7,250,409  
Equity Real Estate Investment Trusts (REITs)—0.9%  

Pebblebrook Hotel Trust, 1.75%, 12/15/26

    3,620       4,160,937  

Two Harbors Investment Corp.,
6.25%, 1/15/22

    3,975       4,054,500  
   

 

 

 
      8,215,437  
   

 

 

 
Healthcare-Products—1.5%  

Insulet Corp., 0.375%, 9/1/26

    3,265       4,392,824  

NanoString Technologies, Inc.,
2.625%, 3/1/25(a)(c)

    2,275       3,804,728  

Natera, Inc., 2.25%, 5/1/27(a)(c)

    1,865       5,802,006  
   

 

 

 
      13,999,558  
   

 

 

 
Healthcare-Services—0.9%  

Teladoc Health, Inc., 1.25%, 6/1/27(a)(c)

    6,315       8,167,406  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Home Builders—0.2%  

Winnebago Industries, Inc.,
1.50%, 4/1/25

  $ 1,740     $ 2,305,311  
   

 

 

 
Internet—7.7%  

21Vianet Group, Inc., zero coupon, 2/1/26(a)(c)

    2,620       2,603,736  

Booking Holdings, Inc., 0.75%, 5/1/25(a)(c)(n)

    3,120       4,715,030  

Etsy, Inc., 0.125%, 9/1/27(a)(c)(n)

    2,595       3,723,553  

Expedia Group, Inc., zero coupon, 2/15/26(a)(c)

    1,535       1,630,460  

Match Group Financeco 2, Inc.,
0.875%, 6/15/26(a)(c)

    2,155       3,963,907  

Match Group Financeco 3, Inc., 2.00%, 1/15/30(a)(c)

    1,710       3,342,762  

Palo Alto Networks, Inc., 0.375%, 6/1/25(a)(c)

    2,850       3,832,204  

Pinduoduo, Inc., zero coupon, 12/1/25

    3,115       3,757,512  

Snap, Inc.,
0.75%, 8/1/26

    4,940       14,487,637  

Spotify USA, Inc., zero coupon, 3/15/26(a)(c)

    3,370       3,370,000  

Twitter, Inc., 0.25%, 6/15/24(n)

    3,060       4,720,050  

Uber Technologies, Inc., zero coupon, 12/15/25(a)(c)

    5,275       5,528,511  

Wayfair, Inc., 0.625%, 10/1/25(a)(c)

    6,925       7,160,720  

Zendesk, Inc., 0.625%, 6/15/25(a)(c)

    3,615       5,417,932  

Zillow Group, Inc.,
1.50%, 7/1/23

    2,660       5,504,241  
   

 

 

 
      73,758,255  
   

 

 

 
Iron/Steel—0.4%  

Cleveland-Cliffs, Inc., 1.50%, 1/15/25

    1,995       3,655,598  
   

 

 

 
Leisure—2.2%  

NCL Corp., Ltd.(a)(c),

   

5.375%, 8/1/25

    3,550       6,598,268  

6.00%, 5/15/24

    920       2,184,737  

Peloton Interactive, Inc., zero coupon, 2/15/26(a)(c)

    3,460       3,423,289  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Leisure—continued  

Royal Caribbean Cruises Ltd.,(a)(c)

   

2.875%, 11/15/23

  $ 4,080     $ 5,681,400  

4.25%, 6/15/23

    1,710       2,595,236  
   

 

 

 
      20,482,930  
   

 

 

 
Machinery-Diversified—0.4%  

Chart Industries, Inc., 1.00%, 11/15/24(a)(c)

    1,700       4,263,350  
   

 

 

 
Media—0.9%  

DISH Network Corp., zero coupon, 12/15/25(a)(c)

    3,705       3,659,482  

Liberty Media Corp., 1.375%, 10/15/23

    3,765       4,917,470  
   

 

 

 
      8,576,952  
   

 

 

 
Oil, Gas & Consumable Fuels—1.9%  

EQT Corp., 1.75%, 5/1/26(a)(c)

    7,180       10,530,136  

Pioneer Natural Resources Co., 0.25%, 5/15/25(a)(c)

    4,790       7,568,886  
   

 

 

 
      18,099,022  
   

 

 

 
Pharmaceuticals—1.1%  

DexCom, Inc., 0.25%, 11/15/25(a)(c)

    3,490       3,734,590  

Jazz Investments I Ltd., 2.00%, 6/15/26(a)(c)

    5,130       6,829,853  
   

 

 

 
      10,564,443  
   

 

 

 
Pipelines—2.1%  

Cheniere Energy, Inc., 4.25%, 3/15/45

    24,750         20,225,899  
   

 

 

 
Retail—0.5%  

Burlington Stores, Inc., 2.25%, 4/15/25(a)(c)

    3,130       4,312,624  
   

 

 

 
Semiconductors—2.1%  

Advanced Micro Devices, Inc.,
2.125%, 9/1/26

    405       4,242,928  

Cree, Inc., 1.75%, 5/1/26(a)(c)

    755       1,868,189  

Inphi Corp., 0.75%, 4/15/25(a)(c)

    3,405       4,843,683  
 

 

See Notes to Financial Statements

 

 

29


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Semiconductors—continued  

ON Semiconductor Corp., 1.625%, 10/15/23

  $ 2,270     $ 4,615,247  

Synaptics, Inc., 0.50%, 6/15/22

    2,185       4,015,954  
   

 

 

 
      19,586,001  
   

 

 

 
Software—5.8%  

Akamai Technologies, Inc.,
0.125%, 5/1/25

    2,850       3,363,351  

Bentley Systems, Inc., 0.125%, 1/15/26(a)(c)

    3,870       4,018,688  

Bill.com Holdings, Inc., zero coupon, 12/1/25(a)(c)

    3,295       4,257,263  

Cloudflare, Inc., 0.75%, 5/15/25(a)(c)

    410       860,579  

Coupa Software, Inc., 0.375%, 6/15/26(a)(c)

    3,410       4,755,994  

Datadog, Inc., 0.125%, 6/15/25(a)(c)

    2,680       3,483,600  

DocuSign, Inc., zero coupon, 1/15/24(a)(c)

    4,410       4,532,949  

HubSpot, Inc., 0.375%, 6/1/25(a)(c)

    515       987,921  

i3 Verticals LLC, 1.00%, 2/15/25(a)(c)

    2,435       2,589,981  

MicroStrategy, Inc., zero coupon, 2/15/27(a)(c)

    1,945       1,806,917  

Pegasystems, Inc., 0.75%, 3/1/25(a)(c)

    2,555       3,084,518  

RingCentral, Inc., zero coupon, 3/1/25(a)(c)

    7,340       9,395,696  

Splunk, Inc., 1.125%, 6/15/27(a)(c)

    6,015       5,984,408  

Workday, Inc., 0.25%, 10/1/22

    2,900       4,976,356  

Zynga, Inc., zero coupon, 12/15/26(a)(c)

    1,115       1,292,226  
   

 

 

 
        55,390,447  
   

 

 

 
Telecommunications—1.1%  

Infinera Corp., 2.125%, 9/1/24

    3,605       4,396,996  

Nice Ltd., zero coupon, 9/15/25(a)(c)

    1,710       1,870,421  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Telecommunications—continued  

Viavi Solutions, Inc., 1.00%, 3/1/24

  $ 2,850     $ 3,913,928  
   

 

 

 
              10,181,345  
TOTAL CONVERTIBLE BONDS &
NOTES
       
(Cost—$333,462,432)

 

    408,314,117  
CORPORATE BONDS & NOTES—29.2%  
Advertising—0.2%  

Clear Channel Outdoor Holdings, Inc., 7.75%, 4/15/28(a)(c)

    760       771,400  

National CineMedia LLC, 5.875%, 4/15/28(a)(c)

    915       841,800  
   

 

 

 
      1,613,200  
   

 

 

 
Aerospace & Defense—1.0%  

TransDigm, Inc.,

   

5.50%, 11/15/27

    2,240       2,301,152  

6.50%, 5/15/25

    5,620       5,727,480  

Triumph Group, Inc.,(a)(c)

   

6.25%, 9/15/24

    825       829,125  

8.875%, 6/1/24

    835       922,675  
   

 

 

 
      9,780,432  
   

 

 

 
Airlines—0.7%  

American Airlines, Inc., 11.75%, 7/15/25(a)(c)

    1,955       2,328,894  

Delta Air Lines, Inc., 7.375%, 1/15/26(n)

    3,595       4,210,517  
   

 

 

 
      6,539,411  
   

 

 

 
Auto Components—1.5%  

Adient U.S. LLC, 7.00%, 5/15/26(a)(c)

      2,955            3,180,658  

American Axle & Manufacturing, Inc., 6.50%, 4/1/27(n)

    3,540       3,696,256  

Clarios Global L.P., 8.50%, 5/15/27(a)(c)

    3,010       3,247,790  

Goodyear Tire & Rubber Co.,
5.00%, 5/31/26(n)

    2,085       2,130,078  

Tenneco, Inc., 7.875%, 1/15/29(a)(c)

    2,050       2,297,855  
   

 

 

 
      14,552,637  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Auto Manufacturers—1.5%  

Ford Motor Co.,

   

9.00%, 4/22/25

  $ 2,545     $ 3,078,877  

9.625%, 4/22/30

    2,205       3,119,414  

Ford Motor Credit Co. LLC,

   

4.00%, 11/13/30(n)

    745       761,763  

5.125%, 6/16/25

    735       793,800  

Navistar International Corp.,
6.625%, 11/1/25(a)(c)

    1,845       1,917,287  

Tesla, Inc., 5.30%, 8/15/25(a)(c)

    4,215       4,386,550  
   

 

 

 
      14,057,691  
   

 

 

 
Chemicals—0.5%  

Tronox, Inc., 6.50%, 4/15/26(a)(c)

    4,690       4,848,381  
   

 

 

 
Commercial Services—0.9%  

Avis Budget Car Rental LLC,
5.75%, 7/15/27(a)(c)(n)

    2,255       2,331,106  

Herc Holdings, Inc., 5.50%, 7/15/27(a)(c)

    2,170       2,283,925  

Laureate Education, Inc., 8.25%, 5/1/25(a)(c)

    1,405       1,471,738  

United Rentals North America, Inc., 5.25%, 1/15/30

    2,395       2,634,500  
   

 

 

 
      8,721,269  
   

 

 

 
Computers—0.1%  

Dell International LLC, 7.125%, 6/15/24(a)(c)

    1,405            1,453,894  
   

 

 

 
Containers & Packaging—0.6%  

Berry Global, Inc., 5.625%, 7/15/27(a)(c)

    2,195       2,334,931  

Owens-Brockway Glass Container, Inc.,
6.625%, 5/13/27(a)(c)

    3,020       3,238,950  
   

 

 

 
      5,573,881  
   

 

 

 
Distribution/Wholesale—0.3%  

Performance Food Group, Inc.,
5.50%, 10/15/27(a)(c)

    2,875       3,019,009  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Diversified Financial Services—2.6%  

CCF Holdings LLC, 10.75%, 12/15/23, PIK 10.75%(a)(c)(f)(h)

  $   22,780     $ 4,792,979  

Community Choice Financial Issuer LLC, 9.00%, 6/15/23(a)(c)(f)(h)

    6,000       6,000,000  

Nationstar Mortgage Holdings, Inc., 5.50%, 8/15/28(a)(c)

    1,400       1,438,500  

Navient Corp.,

   

5.00%, 3/15/27

    2,435       2,386,300  

6.75%, 6/15/26

    2,365       2,530,550  

OneMain Finance Corp.,

   

6.625%, 1/15/28

    1,810       2,058,332  

8.25%, 10/1/23

    4,935       5,613,562  
   

 

 

 
      24,820,223  
   

 

 

 
Electrical Equipment—0.2%  

WESCO Distribution, Inc., 7.25%, 6/15/28(a)(c)

    1,810       2,011,362  
   

 

 

 
Entertainment—1.7%  

AMC Entertainment Holdings, Inc., 6.125%, 5/15/27

    4,990       2,744,500  

Caesars Entertainment, Inc.,
6.25%, 7/1/25(a)(c)

    2,065       2,186,308  

International Game Technology PLC, 6.25%, 1/15/27(a)(c)(i)

      2,890            3,272,925  

Lions Gate Capital Holdings LLC, 6.375%, 2/1/24(a)(c)

    3,680       3,756,213  

Scientific Games International, Inc., 8.25%, 3/15/26(a)(c)

    2,080       2,204,862  

Stars Group Holdings BV,
7.00%, 7/15/26(a)(c)

    1,865       1,956,255  
   

 

 

 
      16,121,063  
   

 

 

 
Equity Real Estate Investment Trusts (REITs)—0.2%  

Service Properties Trust,

   

4.35%, 10/1/24

    595       590,538  

4.50%, 3/15/25

    880       880,000  
   

 

 

 
      1,470,538  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

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SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Food & Beverage—0.6%  

Albertsons Cos., Inc., 7.50%, 3/15/26(a)(c)

  $ 495     $ 541,582  

Kraft Heinz Foods Co., 6.50%, 2/9/40

    2,255       3,100,437  

U.S. Foods, Inc., 6.25%, 4/15/25(a)(c)

    1,690       1,797,738  
   

 

 

 
      5,439,757  
   

 

 

 
Healthcare-Services—0.7%  

Centene Corp.,
5.375%, 6/1/26(a)(c)

    1,460       1,525,539  

Select Medical Corp., 6.25%, 8/15/26(a)(c)

    1,640       1,754,800  

Tenet Healthcare Corp., 6.25%, 2/1/27(a)(c)

    3,590       3,789,245  
   

 

 

 
      7,069,584  
   

 

 

 
Home Builders—0.2%  

Picasso Finance Sub, Inc., 6.125%, 6/15/25(a)(c)

    1,480       1,580,226  
   

 

 

 
Internet—0.7%  

Go Daddy Operating Co. LLC, 5.25%, 12/1/27(a)(c)

    2,220       2,331,000  

Netflix, Inc.,
5.375%, 11/15/29(a)(c)

      1,730            2,043,908  

Uber Technologies, Inc.(a)(c),

   

7.50%, 9/15/27

    925       1,011,719  

8.00%, 11/1/26

    1,125       1,215,394  
   

 

 

 
      6,602,021  
   

 

 

 
Iron/Steel—0.4%  

Cleveland-Cliffs, Inc., 5.875%, 6/1/27(n)

    2,195       2,241,007  

United States Steel Corp., 6.875%, 8/15/25(n)

    1,745       1,719,916  
   

 

 

 
      3,960,923  
   

 

 

 
Leisure—0.6%  

Carnival Corp.(a)(c),

   

5.75%, 3/1/27

    760       771,514  

10.50%, 2/1/26(n)

    1,290       1,499,625  

NCL Corp., Ltd.,
5.875%, 3/15/26(a)(c)

    1,485       1,492,128  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Leisure—continued  

Royal Caribbean Cruises Ltd.,
11.50%, 6/1/25(a)(c)

  $ 1,450     $ 1,696,500  
   

 

 

 
      5,459,767  
   

 

 

 
Lodging—1.1%  

Boyd Gaming Corp., 8.625%, 6/1/25(a)(c)

    1,360       1,496,000  

Hilton Domestic Operating Co., Inc., 4.00%, 5/1/31(a)(c)

    1,085       1,099,919  

MGM Resorts International,

   

4.75%, 10/15/28

    1,480       1,540,391  

6.75%, 5/1/25

    685       733,382  

Wyndham Hotels & Resorts, Inc.,
5.375%, 4/15/26(a)(c)

    1,950       1,993,875  

Wynn Las Vegas LLC, 5.50%, 3/1/25(a)(c)

    3,225       3,418,500  
   

 

 

 
      10,282,067  
   

 

 

 
Machinery-Construction & Mining—0.4%  

Terex Corp., 5.625%, 2/1/25(a)(c)

    3,645       3,740,681  
   

 

 

 
Media—1.8%  

CCO Holdings LLC, 4.50%, 5/1/32(a)(c)

      2,610            2,680,992  

Clear Channel Worldwide Holdings, Inc.,
9.25%, 2/15/24

    1,360       1,416,100  

CSC Holdings LLC(a)(c),

   

5.75%, 1/15/30

    685       731,032  

7.50%, 4/1/28

    2,230       2,456,256  

DISH DBS Corp., 7.375%, 7/1/28

    3,025       3,170,578  

Gray Television, Inc., 4.75%, 10/15/30(a)(c)

    1,480       1,480,000  

LiveStyle, Inc.,
9.625%, 2/1/19(a)(c)(e)(f)(h)(m)

    4,671       5  

Meredith Corp.,
6.875%, 2/1/26(n)

    1,740       1,775,391  

Nexstar Broadcasting, Inc.,
5.625%, 7/15/27(a)(c)

    2,120       2,239,250  
 

 

See Notes to Financial Statements

 

 

32


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Media—continued  

Virgin Media Secured Finance PLC,
5.50%, 5/15/29(a)(c)

  $ 1,495     $ 1,602,371  
   

 

 

 
      17,551,975  
   

 

 

 
Metal Fabricate/Hardware—0.4%  

Park-Ohio Industries, Inc., 6.625%, 4/15/27

    3,830       3,895,646  
   

 

 

 
Mining—1.1%  

Alcoa Nederland Holding BV,
6.75%, 9/30/24(a)(c)

    1,420       1,473,250  

Constellium SE,
6.625%, 3/1/25(a)(c)

    2,110       2,147,347  

Freeport-McMoRan, Inc., 5.25%, 9/1/29

    2,265       2,521,579  

Hudbay Minerals, Inc., 7.625%, 1/15/25(a)(c)

    1,990       2,071,829  

Joseph T. Ryerson & Son, Inc.,
8.50%, 8/1/28(a)(c)(n)

    1,733       1,897,635  
   

 

 

 
      10,111,640  
   

 

 

 
Miscellaneous Manufacturing—0.2%  

Koppers, Inc., 6.00%, 2/15/25(a)(c)

    2,095       2,160,469  
   

 

 

 
Oil, Gas & Consumable Fuels—2.0%  

Antero Resources Corp., 7.625%, 2/1/29(a)(c)

      1,455            1,551,394  

CITGO Petroleum Corp., 6.375%, 6/15/26(a)(c)

    680       690,200  

CNX Resources Corp., 7.25%, 3/14/27(a)(c)(n)

    2,430       2,600,100  

Continental Resources, Inc.,

   

4.375%, 1/15/28(n)

    905       952,259  

5.75%, 1/15/31(a)(c)(i)

    865       975,037  

EQT Corp., 8.50%, 2/1/30

    1,275       1,667,623  

Occidental Petroleum Corp.,

   

5.55%, 3/15/26

    2,510       2,679,425  

6.625%, 9/1/30

    2,035       2,314,812  

PBF Holding Co. LLC, 6.00%, 2/15/28

    2,495       1,584,325  

PDC Energy, Inc.,
5.75%, 5/15/26(i)

    1,345       1,378,760  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Oil, Gas & Consumable Fuels—continued  

Transocean, Inc.,
8.00%, 2/1/27(a)(c)

  $ 570     $ 356,250  

USA Compression Partners L.P., 6.875%, 9/1/27

    2,285       2,399,250  
   

 

 

 
      19,149,435  
   

 

 

 
Paper & Forest Products—0.2%  

Mercer International, Inc., 5.125%, 2/1/29(a)(c)

    1,470       1,490,492  
   

 

 

 
Personal Products—0.2%  

Edgewell Personal Care Co.,
5.50%, 6/1/28(a)(c)

    1,430       1,517,816  
   

 

 

 
Pharmaceuticals—1.0%  

AdaptHealth LLC,
4.625%, 8/1/29(a)(c)

    1,490       1,492,369  

Bausch Health Americas, Inc.,
8.50%, 1/31/27(a)(c)

    2,585       2,859,656  

Bausch Health Cos., Inc., 7.25%, 5/30/29(a)(c)

    2,140       2,370,863  

Horizon Therapeutics USA, Inc., 5.50%, 8/1/27(a)(c)

    2,235       2,374,688  
   

 

 

 
      9,097,576  
   

 

 

 
Pipelines—1.6%  

Crestwood Midstream Partners L.P.,

   

5.75%, 4/1/25(n)

      1,080            1,085,994  

6.00%, 2/1/29(a)(c)

    1,130       1,117,999  

DCP Midstream Operating L.P.,
5.125%, 5/15/29

    1,665       1,764,434  

EQM Midstream Partners L.P.(a)(c),

   

4.75%, 1/15/31

    755       727,631  

6.50%, 7/1/27

    1,415       1,517,885  

NGL Energy Operating LLC,
7.50%, 2/1/26(a)(c)

    745       768,106  

NGL Energy Partners L.P., 7.50%, 4/15/26

    3,240       2,660,850  

NuStar Logistics L.P., 6.375%, 10/1/30

    1,445       1,597,029  
 

 

See Notes to Financial Statements

 

 

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SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Pipelines—continued  

Targa Resources Partners L.P.,

   

6.50%, 7/15/27

  $ 980     $ 1,053,657  

6.875%, 1/15/29

    2,300       2,550,125  
   

 

 

 
      14,843,710  
   

 

 

 
Real Estate—0.1%  

Kennedy-Wilson, Inc., 5.00%, 3/1/31

    1,420       1,466,150  
   

 

 

 
Retail—0.2%  

L Brands, Inc., 6.625%, 10/1/30(a)(c)

    1,945       2,178,808  
   

 

 

 
Semiconductors—0.4%  

Amkor Technology, Inc., 6.625%, 9/15/27(a)(c)

    3,750       4,068,750  
   

 

 

 
Software—0.7%  

Rackspace Technology Global, Inc.,
5.375%, 12/1/28(a)(c)(n)

    4,265       4,399,880  

SS&C Technologies, Inc., 5.50%, 9/30/27 (a)(c)

    2,310       2,440,215  
   

 

 

 
      6,840,095  
   

 

 

 
Telecommunications—2.3%  

Avaya, Inc., 6.125%, 9/15/28(a)(c)

    2,040       2,195,550  

Cincinnati Bell, Inc., 7.00%, 7/15/24(a)(c)

    1,585       1,648,400  

CommScope Technologies LLC, 6.00%, 6/15/25(a)(c)

    4,204       4,274,837  

Hughes Satellite Systems Corp.,
6.625%, 8/1/26

    1,460       1,629,944  

LogMeIn, Inc.,
5.50%, 9/1/27(a)(c)

    1,590       1,661,550  

Lumen Technologies, Inc.(a)(c),

   

4.50%, 1/15/29

    1,480       1,477,558  

5.125%, 12/15/26(n)

    1,595       1,662,788  

Plantronics, Inc.,
4.75%, 3/1/29(a)(c)

    705       703,238  

Sprint Communications, Inc., 11.50%, 11/15/21

    3,370       3,597,475  

Sprint Corp.,
7.625%, 3/1/26

    2,665       3,272,300  
   

 

 

 
      22,123,640  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Toys/Games/Hobbies—0.1%  

Mattel, Inc.,
5.875%, 12/15/27(a)(c)

  $ 795     $ 865,457  
   

 

 

 
Transportation—0.2%  

Fortress Transportation and Infrastructure Investors LLC, 9.75%, 8/1/27(a)(c)

    1,500       1,711,050  
TOTAL CORPORATE BONDS &
NOTES
       
(Cost—$289,332,883)

 

    277,790,726  
    SHARES        
CONVERTIBLE PREFERRED STOCK—17.1%  
Auto Components—1.0%  

Aptiv PLC,
5.50%, 6/15/23, Ser. A

    56,155       9,588,466  
   

 

 

 
Banks—4.2%  

Bank of America Corp., 7.25%, Ser. L(g)

    12,080       16,799,777  

Wells Fargo & Co., 7.50%, Ser. L(g)

    16,980       23,568,240  
   

 

 

 
      40,368,017  
   

 

 

 
Chemicals—0.3%  

International Flavors & Fragrances, Inc., 6.00%, 9/15/21

    66,540            3,247,152  
   

 

 

 
Diversified Financial Services—0.5%  

2020 Mandatory Exchangeable Trust, 6.50%, 5/16/23(a)(c)

    2,105       4,744,094  
   

 

 

 
Electric Utilities—1.9%  

NextEra Energy, Inc.,

   

5.279%, 3/1/23

    78,590       3,826,547  

6.219%, 9/1/23

    254,310       12,351,837  

Southern Co.,
6.75%, 8/1/22, Ser. 2019

    36,585       1,761,568  
   

 

 

 
      17,939,952  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

        
    
SHARES
    VALUE  
Electronics—0.8%  

Fortive Corp.,
5.00%, 7/1/21, Ser. A

    7,425     $ 7,163,491  
   

 

 

 
Environmental Services—0.5%  

GFL Environmental, Inc., 6.00%, 3/15/23

    63,190       4,640,674  
   

 

 

 
Equity Real Estate Investment Trusts (REITs)—1.3%  

RLJ Lodging Trust, 1.95%, Ser. A(g)

    493,060       12,686,434  
   

 

 

 
Healthcare-Products—3.1%  

Avantor, Inc.,
6.25%, 5/15/22, Ser. A

    84,600       7,369,506  

Boston Scientific Corp., 5.50%, 6/1/23, Ser. A

    71,510       7,910,436  

Danaher Corp.,

   

4.75%, 4/15/22, Ser. A

    8,695       13,251,180  

5.00%, 4/15/23, Ser. B(n)

    855       1,103,574  
   

 

 

 
      29,634,696  
   

 

 

 
Pharmaceuticals—0.3%  

Elanco Animal Health, Inc.,
5.00%, 2/1/23(n)

    50,815       2,559,552  
   

 

 

 
Semiconductors—2.6%  

Broadcom, Inc.,
8.00%, 9/30/22, Ser. A

    16,190       24,476,204  
   

 

 

 
Telecommunications—0.6%  

2020 Cash Mandatory Exchangeable Trust, 5.25%, 6/1/23(a)(c)

    5,345       5,833,729  
TOTAL CONVERTIBLE PREFERRED
STOCK
       
(Cost—$126,613,793)

 

    162,882,461  
PREFERRED STOCK(a)(f)(h)(l)(m)—0.8%  
Media—0.8%  

LiveStyle, Inc., Ser. A (cost—$339,949; purchased 2/3/16-10/31/16)(k)

    3,554       536,832  
        
    
SHARES
    VALUE  
Media—continued  

LiveStyle, Inc., Ser. B (cost—$7,507,017; purchased 2/3/16-11/30/16)(k)(j)

    76,572     $ 7,657,200  

LiveStyle, Inc., Ser. B

    6,750       67  
TOTAL PREFERRED STOCK        
(Cost—$14,596,967)

 

    8,194,099  
    PRINCIPAL
AMOUNT
(000s)
       
SENIOR LOANS(a)(b)—0.6%  
Entertainment—0.2%  

Music Technology Holdings, LLC,
(3 mo. PIK + 8.000%), 8.000%, 12/16/22, Fixed PIK Term Loan(h)

  $ 1,776       1,775,900  
   

 

 

 
Healthcare-Products—0.1%  

Avantor Funding, Inc., (1 mo. LIBOR + 2.500%), 3.50%, 11/8/27, 2020 Incremental Term Loan B4

    1,530       1,538,124  
   

 

 

 
Software—0.2%  

Camelot U.S. Acquisition 1 Co.,
(1 mo. LIBOR + 3.000%), 3.115%, 10/30/26, Term Loan B

    1,541       1,539,953  
   

 

 

 
Specialty Retail—0.1%  

Petco Health & Wellness Co, Inc.,
(3 mo. LIBOR + 3.250%), 1/26/23, 2017 Term Loan B(d)

         965       963,794  
Total Senior Loans            
(Cost—$5,804,317)

 

    5,817,771  
 

 

See Notes to Financial Statements

 

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

        
    
SHARES
    VALUE  
COMMON STOCK(l)—0.1%  
Aerospace & Defense—0.0%  

Erickson, Inc.(f)(h)

    8,295     $ 212,684  
   

 

 

 
Banks—0.0%  

CCF Holdings LLC Class A(f)(h)(j)

    56,642       6  

CCF Holdings LLC Class B(f)(h)(j)

    21,429       2  
   

 

 

 
      8  
   

 

 

 
Media—0.0%  

LiveStyle, Inc. (cost—$0; purchased 2/3/16-11/30/16)(a)(f)(h)(j)(k)(m)

    90,407       1  
   

 

 

 
Textiles, Apparel & Luxury Goods—0.1%  

Iconix Brand Group, Inc.

    155,736       339,504  
Total Common Stock            
(Cost—$7,541,501)

 

    552,197  
    Units        
WARRANTS(f)(h)(l)—0.0%  
Advertising—0.0%  

Affinion Group Holdings, Inc., exercise price $67.12, expires 4/1/24 (cost—$3,080,312; purchased 4/10/19)(k)

    15,602       147,435  
   

 

 

 
Media—0.0%  

LiveStyle, Inc., Ser. C, expires 11/30/21(a)(m)

    19,500       —*  
Total Warrants
(Cost—$3,080,312)

 

    147,435  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Repurchase Agreements—9.3%  

State Street Bank and Trust Co.,
dated 2/26/21, 0.00%, due 3/1/21, proceeds $88,722,000; collateralized by U.S. Treasury Inflation Indexed Notes, 0.125%, due 7/15/26, valued at $41,851,012 including accrued interest and U.S. Treasury Notes, 1.50%, due 8/15/26, valued at $48,645,469 including accrued interest (cost—$88,722,000)

  $ 88,722     $ 88,722,000  
TOTAL INVESTMENTS  
(Cost—$869,154,205)—100.0%

 

    952,420,806  

Other assets and liabilities, net

 

    (45,201,994

Preferred Shares

 

    (323,275,000
   

 

 

 
Net Assets Applicable to Common Shareholders

 

  $ 583,943,812  
   

 

 

 

 

Abbreviations:

LIBOR   - London Inter-Bank Offered Rate

PIK   - Payment-in-Kind

REIT   -Real Estate Investment Trust

Footnote Legend:

*

Actual amount rounds to less than $1.

(a)

Private Placement—Restricted as to resale and may not have a readily available market. Private placement securities may include Rule 144A securities. These securities have an aggregate value of $441,519,388, representing 46.4% of total investments.

(b)

These securities generally pay interest at rates which are periodically pre-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major

 

 

See Notes to Financial Statements

 

 

36


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

  European banks, such as the “LIBOR” or the prime rate offered by one or more major United States banks, or the certificate of deposit rate. These securities are generally considered to be restricted as the Fund is ordinarily contractually obligated to receive approval from the Agent bank and/or borrower prior to disposition. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional payments by the borrower. Such prepayments cannot be predicted with certainty. The interest rate disclosed reflects the rate in effect on February 28, 2021.
(c)

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registrations, normally to qualified institutional buyers. At February 28, 2021, these securities amounted to a value of $427,507,517 or 73.2% of net assets.

(d)

This loan will settle after February 28, 2021, at which time the interest rate, based on the LIBOR and the agreed upon spread on trade date, will be reflected.

(e)

Security in default; no interest payments are being received during the bankruptcy proceedings.

(f)

Fair-Valued—Securities with an aggregate value of $19,347,211, representing 2.0% of total investments. See Note 2A in the Notes to Financial Statements.

(g)

Perpetual maturity. The date shown, if any, is the next call date.

(h)

Level 3 security. See Note 2A in the Notes to Financial Statements.

(i)

All or a portion of the security segregated as collateral for the Liquidity Facility.

(j)

Affiliated security.

(k)

Restricted. The aggregate cost of such securities is $10,927,278. The aggregate value is $8,341,468, representing 0.9% of total investments.

(l)

Non-income producing.

(m) 

A member of the Fund’s portfolio management team is a member of the board of directors of LiveStyle, Inc. The Fund’s aggregate value of investments in LiveStyle, Inc. represents 0.9% of total investments.

(n) 

All or a portion of this security is on loan pursuant to the Liquidity Facility (see Note 8). The aggregate value of securities on loan is $24,043,613.

 

The following table summarizes the market value of the Fund’s investments as of February 28, 2021, based on the inputs used to value them (See Note 2A in the Notes to Financial Statements):

 

     Level 1 -
Quoted Prices
     Level 2 -
Other
Significant
Observable
Inputs
     Level 3 -
Significant
Unobservable
Inputs
     Total Value at
2/28/21
 

Assets:

 

Convertible Bonds & Notes

          $ 408,314,117             $ 408,314,117  

Corporate Bonds & Notes

            266,997,742      $ 10,792,984        277,790,726  

Convertible Preferred Stock

   $ 152,304,638        10,577,823               162,882,461  

Preferred Stock

                   8,194,099        8,194,099  

Senior Loans

            4,041,871        1,775,900        5,817,771  

Common Stock

     339,504               212,693        552,197  

Warrants

                   147,435        147,435  

Repurchase Agreements

            88,722,000               88,722,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 152,644,142      $ 778,653,553      $ 21,123,111      $ 952,420,806  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

See Notes to Financial Statements

 

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the year ended February 28, 2021, was as follows:

 

     Beginning
Balance
2/29/20
    Purchases     Sales     Accrued
Discount
(Premiums)
    Net
Realized
Gain (Loss)
    Net Change
in Unrealized
Appreciation/
Depreciation
    Transfers
into
Level 3**
    Transfers
out of
Level 3
    Ending
Balance
2/28/21
 

Investments in Securities—Assets

 

Corporate Bonds & Notes

  $ 8,813,358     $ 2,264,700 (1)    $ (49,427 )(2)    $ 125,680     $ (11,100,348   $ 4,739,021     $ 6,000,000     $     $ 10,792,984  

Preferred Stock

    8,194,099                                                 8,194,099  

Senior Loans

          1,775,900                                           1,775,900  

Common Stock

    148,083                               64,610                   212,693  

Warrants

    20,284                               127,151                   147,435  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $ 17,175,824     $ 4,040,600     $ (49,427   $ 125,680     $ (11,100,348   $ 4,930,782     $ 6,000,000     $     $ 21,123,111  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Payment-in-Kind

(2)

Removed via corporate action.

**

Security held by the Fund with an end of period value of $6,000,000 was transferred from Level 2 to Level 3 due to a decrease in trading activities during the period.

The table above may include Level 3 investments that are valued by brokers or independent pricing services. The inputs for these investments are not readily available or cannot be reasonably estimated and are generally those inputs described in Note 2A.

 

See Notes to Financial Statements

 

38


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 at February 28, 2021:

 

     Ending
Balance
at 2/28/21
    

Valuation
Technique Used

  

Unobservable
Inputs

  

Input Values (Ranges)

Investments in Securities—Assets

Corporate Bonds & Notes:

   $ 4,792,979      Market and Company Comparables    EV Multiples    1.21x (0.81x – 2.04x)
            3.44x (1.36x – 5.30x)
            0.66x (0.38x – 0.90x)
                   Illiquidity Discount    20%

Preferred Stock:

   $ 536,832      Market and Company Comparables    EV Multiples    1.66x (0.43x – 5.14x)
         Illiquidity Discount    25% – 55%
     7,657,267      Market and Company Comparables    EV Multiples    1.66x (0.43x – 5.14x)
                   Illiquidity Discount    25% – 55%

Common Stock:

   $ 212,684      Market and Company Comparables    EV Multiples    1.05x (0.67x – 1.43x)
            11.18x (4.56x – 46.78x)
            0.92x (0.49x – 1.31x)
         M&A Transaction Multiples    0.86x (0.41x – 1.96x)
                   Illiquidity Discount    40%

Warrants:

   $ 147,435      Market and Company Comparables    EV Multiples    2.08x (1.35x – 7.02x)
            10.70x (6.51x – 19.85x)
      Black-Scholes Model    Volatility    33.46%
                   Implied Price    $55.77

The table above does not include Level 3 investments that are valued by brokers or independent pricing services.

The net change in unrealized appreciation/(depreciation) of Level 3 investments held at February 28, 2021 was $(6,078,936). The net realized gain (loss) and net change in unrealized appreciation/depreciation are reflected on the Statements of Operations.

 

See Notes to Financial Statements

 

39


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
     VALUE  
CONVERTIBLE BONDS & NOTES—42.4%  
Airlines—0.7%             

Southwest Airlines Co., 1.25%, 5/1/25

  $     3,130      $     5,262,313  
    

 

 

 
Apparel & Textiles—0.8%  

Iconix Brand Group, Inc.,
5.75%, 8/15/23

    11,140        5,570,000  
    

 

 

 
Auto Manufacturers—2.1%         

NIO, Inc.(a)(c),

    

zero coupon, 2/1/26

    1,515        1,429,922  

0.50%, 2/1/27

    1,890        1,719,856  

Tesla, Inc.,
2.00%, 5/15/24

    1,130        12,280,275  
    

 

 

 
       15,430,053  
    

 

 

 
Banks—1.3%             

BofA Finance LLC, 0.125%, 9/1/22

    4,515        5,089,308  

JPMorgan Chase Bank N.A.,
0.125%, 1/1/23(a)(c)

    3,945        4,635,375  
    

 

 

 
       9,724,683  
    

 

 

 
Biotechnology—1.6%             

Bridgebio Pharma, Inc.,
2.25%, 2/1/29(a)(c)

    2,350        2,452,394  

Exact Sciences Corp., 0.375%, 3/1/28

    3,875        5,165,880  

Halozyme Therapeutics, Inc.,

0.25%, 3/1/27(a)(c)

    1,670        1,639,644  

Insmed, Inc.,

1.75%, 1/15/25

    1,945        2,263,389  
    

 

 

 
       11,521,307  
    

 

 

 
Building Materials—1.0%         

Patrick Industries, Inc.,

1.00%, 2/1/23

    6,680        7,568,015  
    

 

 

 
Commercial Services—1.9%         

Alarm.com Holdings, Inc., zero coupon, 1/15/26(a)(c)

    2,380        2,302,078  

Chegg, Inc., zero coupon, 9/1/26(a)(c)

    3,715        4,393,960  
    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Commercial Services—continued         

Square, Inc., zero coupon, 5/1/26(a)(c)

  $     6,350      $     7,313,617  
    

 

 

 
       14,009,655  
    

 

 

 
Computers—0.8%             

Lumentum Holdings, Inc.,
0.50%, 12/15/26

    1,645        1,964,944  

Zscaler, Inc.,
0.125%, 7/1/25(a)(c)

    2,745        4,170,218  
    

 

 

 
       6,135,162  
    

 

 

 
Diversified Financial Services—0.3%  

LendingTree, Inc.,

0.50%, 7/15/25(a)(c)

    2,480        2,402,152  
    

 

 

 
Electronics—0.7%             

II-VI, Inc.,

0.25%, 9/1/22

    2,725        5,037,217  
    

 

 

 
Energy-Alternate Sources—1.0%  

Enphase Energy, Inc.(a)(c),

    

zero coupon, 3/1/26

    1,745        1,708,067  

zero coupon, 3/1/28

    1,745        1,690,908  

Plug Power, Inc.,

03.75%, 6/1/25(a)(c)

    430        4,047,106  
    

 

 

 
       7,446,081  
    

 

 

 
Entertainment—0.8%             

Vail Resorts, Inc., zero coupon, 1/1/26(a)(c)

    5,185        5,468,126  
    

 

 

 
Equity Real Estate Investment Trusts (REITs)—0.9%  

Pebblebrook Hotel Trust,
1.75%, 12/15/26

    2,730        3,137,944  

Two Harbors Investment Corp., 6.25%, 1/15/22

    3,025        3,085,500  
    

 

 

 
       6,223,444  
    

 

 

 
Healthcare-Products—1.5%         

Insulet Corp., 0.375%, 9/1/26

    2,470        3,323,208  
 

 

See Notes to Financial Statements

 

 

40


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Healthcare-Products—continued         

NanoString Technologies, Inc.,

2.625%, 3/1/25(a)(c)

  $     1,725      $     2,884,903  

Natera, Inc.,

2.25%, 5/1/27(a)(c)

    1,410        4,386,504  
    

 

 

 
       10,594,615  
    

 

 

 
Healthcare-Services—0.9%  

Teladoc Health, Inc., 1.25%, 6/1/27(a)(c)

    4,770        6,169,204  
    

 

 

 
Home Builders—0.2%  

Winnebago Industries, Inc.,
1.50%, 4/1/25

    1,305        1,728,983  
    

 

 

 
Internet—7.7%  

21Vianet Group, Inc., zero coupon,
2/1/26(a)(c)

    1,980        1,967,709  

Booking Holdings, Inc., 0.75%, 5/1/25(a)(c)

    2,360        3,566,497  

Etsy, Inc.,
0.125%, 9/1/27(a)(c)

    1,960        2,812,395  

Expedia Group, Inc., zero coupon, 2/15/26(a)(c)

    1,155        1,226,828  

Match Group Financeco 2, Inc., 0.875%, 6/15/26(a)(c)

    1,625        2,989,025  

Match Group Financeco 3, Inc., 2.00%, 1/15/30(a)(c)

    1,290        2,521,733  

Palo Alto Networks, Inc.,
0.375%, 6/1/25(a)(c)

    2,150        2,890,961  

Pinduoduo, Inc., zero coupon, 12/1/25

    2,350        2,834,720  

Snap, Inc., 0.75%, 8/1/26

    3,730        10,939,045  

Spotify USA, Inc., zero coupon, 3/15/26(a)(c)

    2,545        2,545,000  

Twitter, Inc., 0.25%, 6/15/24

    2,310        3,563,175  

Uber Technologies, Inc., zero coupon, 12/15/25(a)(c)

    3,980        4,171,275  
    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Internet—continued  

Wayfair, Inc., 0.625%, 10/1/25(a)(c)

  $     5,230      $     5,408,024  

Zendesk, Inc., 0.625%, 6/15/25(a)(c)

    2,730        4,091,550  

Zillow Group, Inc., 1.50%, 7/1/23

    2,005        4,148,873  
    

 

 

 
       55,676,810  
    

 

 

 
Iron/Steel—0.4%  

Cleveland-Cliffs, Inc., 1.50%, 1/15/25

    1,505        2,757,732  
    

 

 

 
Leisure—2.1%  

NCL Corp., Ltd.(a)(c),

    

5.375%, 8/1/25

    2,650        4,925,467  

6.00%, 5/15/24

    695        1,650,426  

Peloton Interactive, Inc., zero coupon, 2/15/26(a)(c)

    2,610        2,582,308  

Royal Caribbean Cruises Ltd.(a)(c),

    

2.875%, 11/15/23

    3,070        4,274,975  

4.25%, 6/15/23

    1,290        1,957,810  
    

 

 

 
       15,390,986  
    

 

 

 
Machinery-Diversified—0.4%  

Chart Industries, Inc., 1.00%, 11/15/24(a)(c)

    1,285        3,222,591  
    

 

 

 
Media—0.9%             

DISH Network Corp., zero coupon, 12/15/25(a)(c)

    2,795        2,760,662  

Liberty Media Corp., 1.375%, 10/15/23

    2,840        3,709,327  
    

 

 

 
       6,469,989  
    

 

 

 
Oil, Gas & Consumable Fuels—1.9%  

EQT Corp.,
1.75%, 5/1/26(a)(c)

    5,415        7,941,600  

Pioneer Natural Resources Co., 0.25%, 5/15/25(a)(c)

    3,615        5,712,218  
    

 

 

 
       13,653,818  
    

 

 

 
 

 

See Notes to Financial Statements

 

 

41


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Pharmaceuticals—1.1%  

DexCom, Inc., 0.25%, 11/15/25(a)(c)

  $     2,640      $     2,825,019  

Jazz Investments I Ltd.,
2.00%, 6/15/26(a)(c)

    3,870        5,152,345  
    

 

 

 
       7,977,364  
    

 

 

 
Pipelines—2.1%  

Cheniere Energy, Inc., 4.25%, 3/15/45

    18,700        15,281,790  
    

 

 

 
Retail—0.5%  

Burlington Stores, Inc., 2.25%, 4/15/25(a)(c)

    2,365        3,258,580  
    

 

 

 
Semiconductors—1.9%  

Advanced Micro Devices, Inc.,
2.125%, 9/1/26

    305        3,195,291  

Cree, Inc.,
1.75%, 5/1/26(a)(c)

    565        1,398,049  

Inphi Corp.,
0.75%, 4/15/25(a)(c)

    1,985        2,823,703  

ON Semiconductor Corp.,
1.625%, 10/15/23

    1,715        3,486,850  

Synaptics, Inc.,
0.50%, 6/15/22

    1,645        3,023,453  
    

 

 

 
       13,927,346  
    

 

 

 
Software—5.8%  

Akamai Technologies, Inc.,
0.125%, 5/1/25

    2,150        2,537,265  

Bentley Systems, Inc., 0.125%, 1/15/26(a)(c)

    2,925        3,037,380  

Bill.com Holdings, Inc., zero coupon, 12/1/25(a)(c)

    2,485        3,210,713  

Cloudflare, Inc.,
0.75%, 5/15/25(a)(c)

    310        650,682  

Coupa Software, Inc., 0.375%, 6/15/26(a)(c)

    2,580        3,598,377  

Datadog, Inc.,
0.125%, 6/15/25(a)(c)

    2,035        2,645,196  

DocuSign, Inc., zero coupon, 1/15/24(a)(c)

    3,330        3,422,839  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Software—continued  

HubSpot, Inc.,
0.375%, 6/1/25(a)(c)

  $ 390     $ 748,134  

i3 Verticals LLC,
1.00%, 2/15/25(a)(c)

        1,840           1,957,111  

MicroStrategy, Inc., zero coupon, 2/15/27(a)(c)

    1,465       1,360,994  

Pegasystems, Inc., 0.75%, 3/1/25(a)(c)

    1,930       2,329,988  

RingCentral, Inc., zero coupon, 3/1/25(a)(c)

    5,540       7,091,575  

Splunk, Inc.,
1.125%, 6/15/27(a)(c)

    4,550       4,526,859  

Workday, Inc.,
0.25%, 10/1/22

    2,190       3,758,007  

Zynga, Inc., zero coupon, 12/15/26(a)(c)

    840       973,515  
   

 

 

 
      41,848,635  
   

 

 

 
Telecommunications—1.1%  

Infinera Corp.,
2.125%, 9/1/24

    2,725       3,323,666  

Nice Ltd., zero coupon, 9/15/25(a)(c)

    1,290       1,411,019  

Viavi Solutions, Inc., 1.00%, 3/1/24

    2,150       2,952,612  
   

 

 

 
              7,687,297  
TOTAL CONVERTIBLE BONDS & NOTES

 

(Cost—$251,049,088)

 

    307,443,948  
CORPORATE BONDS & NOTES—29.7%  
Advertising—0.2%  

Clear Channel Outdoor Holdings, Inc.,
7.75%, 4/15/28(a)(c)

    585       593,775  

National CineMedia LLC, 5.875%, 4/15/28(a)(c)

    715       657,800  
   

 

 

 
      1,251,575  
   

 

 

 
Aerospace & Defense—1.0%  

TransDigm, Inc.,

   

5.50%, 11/15/27

    1,735       1,782,366  

6.50%, 5/15/25

    4,290       4,372,044  

Triumph Group, Inc.(a)(c)

   

6.25%, 9/15/24

    640       643,200  

8.875%, 6/1/24

    640       707,200  
   

 

 

 
      7,504,810  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

42


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Airlines—0.7%  

American Airlines, Inc., 11.75%, 7/15/25(a)(c)

  $     1,475     $     1,757,094  

Delta Air Lines, Inc., 7.375%, 1/15/26

    2,805       3,285,258  
   

 

 

 
      5,042,352  
   

 

 

 
Auto Components—1.5%  

Adient U.S. LLC, 7.00%, 5/15/26(a)(c)

    2,270       2,443,349  

American Axle & Manufacturing, Inc., 6.50%, 4/1/27

    2,695       2,813,957  

Clarios Global L.P., 8.50%, 5/15/27(a)(c)

    2,325       2,508,675  

Goodyear Tire & Rubber Co.,
5.00%, 5/31/26

    1,620       1,655,024  

Tenneco, Inc., 7.875%, 1/15/29(a)(c)

    1,570       1,759,821  
   

 

 

 
      11,180,826  
   

 

 

 
Auto Manufacturers—1.5%  

Ford Motor Co.,

   

9.00%, 4/22/25

    1,970       2,383,257  

9.625%, 4/22/30

    1,705       2,412,063  

Ford Motor Credit Co. LLC,

   

4.00%, 11/13/30

    575       587,938  

5.125%, 6/16/25

    570       615,600  

Navistar International Corp.,

6.625%, 11/1/25(a)(c)

    1,415       1,470,440  

Tesla, Inc.,

5.30%, 8/15/25(a)(c)

    3,285       3,418,699  
   

 

 

 
      10,887,997  
   

 

 

 
Chemicals—0.5%  

Tronox, Inc.,

6.50%, 4/15/26(a)(c)

    3,550       3,669,883  
   

 

 

 
Commercial Services—0.9%  

Avis Budget Car Rental LLC,

5.75%, 7/15/27(a)(c)

    1,740       1,798,725  

Herc Holdings, Inc.,

5.50%, 7/15/27(a)(c)

    1,665       1,752,412  
    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Commercial Services—continued  

Laureate Education, Inc.,
8.25%, 5/1/25(a)(c)

  $     1,085     $     1,136,538  

United Rentals North America, Inc.,

5.25%, 1/15/30

    1,830       2,013,000  
   

 

 

 
      6,700,675  
   

 

 

 
Computers—0.1%  

Dell International LLC,

7.125%, 6/15/24(a)(c)

    1,090       1,127,932  
   

 

 

 
Containers & Packaging—0.6%  

Berry Global, Inc.,

5.625%, 7/15/27(a)(c)

    1,685       1,792,419  
   

 

 

 

Owens-Brockway Glass Container, Inc.,

6.625%, 5/13/27(a)(c)

    2,315       2,482,837  
   

 

 

 
      4,275,256  
Distribution/Wholesale—0.3%        

Performance Food Group, Inc.,

5.50%, 10/15/27(a)(c)

    2,230       2,341,701  
   

 

 

 
Diversified Financial Services—2.8%  

CCF Holdings LLC, PIK 10.75%, 10.75%, 12/15/23(a)(c)(f)(h)

    16,985       3,573,679  

Community Choice Financial Issuer LLC,

9.00%, 6/15/23(a)(c)(f)(h)

    6,000       6,000,000  

Nationstar Mortgage Holdings, Inc.,

5.50%, 8/15/28(a)(c)

    1,080       1,109,700  

Navient Corp.,

   

5.00%, 3/15/27

    1,880       1,842,400  

6.75%, 6/15/26

    1,815       1,942,050  

OneMain Finance Corp.,

   

6.625%, 1/15/28

    1,305       1,484,046  

8.25%, 10/1/23

    3,865       4,396,438  
   

 

 

 
      20,348,313  
   

 

 

 
Electrical Equipment—0.2%        

WESCO Distribution, Inc., 7.25%, 6/15/28(a)(c)

    1,380       1,533,525  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

43


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Entertainment—1.7%            

AMC Entertainment Holdings, Inc.,

6.125%, 5/15/27

  $     3,810     $     2,095,500  

Caesars Entertainment, Inc., 6.25%, 7/1/25(a)(c)

    1,600       1,693,992  

International Game Technology PLC,

6.25%, 1/15/27(a)(c)

    2,260       2,559,450  

Lions Gate Capital Holdings LLC,

6.375%, 2/1/24(a)(c)

    2,830       2,888,610  

Scientific Games International, Inc.,

8.25%, 3/15/26(a)(c)

    1,610       1,706,648  

Stars Group Holdings BV, 7.00%, 7/15/26(a)(c)

    1,110       1,164,312  
   

 

 

 
      12,108,512  
   

 

 

 
Equity Real Estate Investment Trusts
(REITs)—0.2%
 

Service Properties Trust,

   

4.35%, 10/1/24

    465       461,512  

4.50%, 3/15/25

    680       680,000  
   

 

 

 
      1,141,512  
   

 

 

 
Food & Beverage—0.6%  

Albertsons Cos., Inc.,

7.50%, 3/15/26(a)(c)

    385       421,230  

Kraft Heinz Foods Co., 6.50%, 2/9/40

    1,745       2,399,230  

U.S. Foods, Inc.,

6.25%, 4/15/25(a)(c)

    1,310       1,393,513  
   

 

 

 
      4,213,973  
   

 

 

 
Healthcare-Services—0.7%  

Centene Corp.,

5.375%, 6/1/26(a)(c)

    1,130       1,180,726  

Select Medical Corp.,

6.25%, 8/15/26(a)(c)

    1,275       1,364,250  

Tenet Healthcare Corp., 6.25%, 2/1/27(a)(c)

    2,780       2,934,290  
   

 

 

 
      5,479,266  
   

 

 

 
    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Home Builders—0.2%             

Picasso Finance Sub, Inc., 6.125%, 6/15/25(a)(c)

  $ 1,145      $ 1,222,539  
    

 

 

 
Internet—0.7%             

Go Daddy Operating Co. LLC, 5.25%, 12/1/27(a)(c)

        1,700            1,785,000  

Netflix, Inc.,

5.375%, 11/15/29(a)(c)

    1,335        1,577,236  

Uber Technologies, Inc.(a)(c),

    

7.50%, 9/15/27

    715        782,031  

8.00%, 11/1/26

    865        934,503  
    

 

 

 
       5,078,770  
    

 

 

 
Iron/Steel—0.4%             

Cleveland-Cliffs, Inc.,

5.875%, 6/1/27

    1,695        1,730,527  

United States Steel Corp., 6.875%, 8/15/25

    1,330        1,310,881  
    

 

 

 
       3,041,408  
    

 

 

 
Leisure—0.6%             

Carnival Corp.(a)(c),

    

5.75%, 3/1/27

    585        593,863  

10.50%, 2/1/26

    1,000        1,162,500  

NCL Corp., Ltd.,

5.875%, 3/15/26(a)(c)

    1,145        1,150,496  

Royal Caribbean Cruises Ltd., 11.50%, 6/1/25(a)(c)

    1,125        1,316,250  
    

 

 

 
       4,223,109  
    

 

 

 
Lodging—1.1%             

Boyd Gaming Corp.,

8.625%, 6/1/25(a)(c)

    1,050        1,155,000  
    

 

 

 

Hilton Domestic Operating Co., Inc.,

4.00%, 5/1/31 (a)(c)

    840        851,550  

MGM Resorts International,

    

4.75%, 10/15/28

    1,145        1,191,722  

6.75%, 5/1/25

    530        567,434  
 

 

See Notes to Financial Statements

 

 

44


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Lodging—continued             

Wyndham Hotels & Resorts, Inc.,

5.375%, 4/15/26(a)(c)

  $ 1,485      $ 1,518,412  

Wynn Las Vegas LLC,

5.50%, 3/1/25(a)(c)

    2,480        2,628,800  
    

 

 

 
       7,912,918  
    

 

 

 
Machinery-Construction & Mining—0.4%  

Terex Corp.,

5.625%, 2/1/25(a)(c)

        2,855            2,929,944  
    

 

 

 
Media—1.9%             

CCO Holdings LLC,

4.50%, 5/1/32(a)(c)

    1,985        2,038,992  

Clear Channel Worldwide Holdings, Inc.,

9.25%, 2/15/24

    1,050        1,093,312  

CSC Holdings LLC(a)(c),

    

5.75%, 1/15/30

    530        565,616  

7.50%, 4/1/28

    1,705        1,877,989  

DISH DBS Corp.,

7.375%, 7/1/28

    2,320        2,431,650  

Gray Television, Inc.,

4.75%, 10/15/30(a)(c)

    1,145        1,145,000  

LiveStyle, Inc.,

9.625%, 2/1/19(a)(c)(e)(f)(h)(l)

    3,589        4  

Meredith Corp.,

6.875%, 2/1/26

    1,350        1,377,459  

Nexstar Broadcasting, Inc., 5.625%, 7/15/27(a)(c)

    1,640        1,732,250  

Virgin Media Secured Finance PLC,

5.50%, 5/15/29(a)(c)

    1,145        1,227,234  
    

 

 

 
       13,489,506  
    

 

 

 
Metal Fabricate/Hardware—0.4%  

Park-Ohio Industries, Inc., 6.625%, 4/15/27

    2,920        2,970,049  
    

 

 

 
Mining—1.1%             

Alcoa Nederland Holding BV, 6.75%, 9/30/24(a)(c)

    1,100        1,141,250  

Constellium SE,

6.625%, 3/1/25(a)(c)

    1,635        1,663,940  
    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Mining—continued             

Freeport-McMoRan, Inc., 5.25%, 9/1/29

  $ 1,750      $ 1,948,240  

Hudbay Minerals, Inc., 7.625%, 1/15/25(a)(c)

    1,535        1,598,119  

Joseph T. Ryerson & Son, Inc.,

8.50%, 8/1/28(a)(c)

    1,342        1,469,490  
    

 

 

 
       7,821,039  
    

 

 

 
Miscellaneous Manufacturing—0.2%  

Koppers, Inc.,

6.00%, 2/15/25(a)(c)

        1,650            1,701,562  
    

 

 

 
Oil, Gas & Consumable Fuels—2.0%  

Antero Resources Corp., 7.625%, 2/1/29(a)(c)

    1,130        1,204,862  

CITGO Petroleum Corp., 6.375%, 6/15/26(a)(c)

    530        537,950  

CNX Resources Corp., 7.25%, 3/14/27(a)(c)

    1,885        2,016,950  

Continental Resources, Inc.,

    

4.375%, 1/15/28

    705        741,815  

5.75%, 1/15/31(a)(c)

    670        755,231  

EQT Corp.,

8.50%, 2/1/30

    980        1,281,781  

Occidental Petroleum Corp.,

    

5.55%, 3/15/26

    1,940        2,070,950  

6.625%, 9/1/30

    1,555        1,768,812  

PBF Holding Co. LLC,

6.00%, 2/15/28

    1,935        1,228,725  

PDC Energy, Inc.,

5.75%, 5/15/26

    1,055        1,081,481  

Transocean, Inc.,

8.00%, 2/1/27(a)(c)

    440        275,000  

USA Compression Partners L.P.,

6.875%, 9/1/27

    1,750        1,837,500  
    

 

 

 
       14,801,057  
    

 

 

 
Paper & Forest Products—0.2%         

Mercer International, Inc.,
5.125%, 2/1/29(a)(c)

    1,135        1,150,822  
    

 

 

 
 

 

See Notes to Financial Statements

 

 

45


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

 

    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Personal Products—0.2%  

Edgewell Personal Care Co.,
5.50%, 6/1/28(a)(c)

  $ 1,105      $ 1,172,858  
    

 

 

 
Pharmaceuticals—1.0%  

AdaptHealth LLC,

4.625%, 8/1/29(a)(c)

    1,155        1,156,837  

Bausch Health Americas, Inc.,

8.50%, 1/31/27(a)(c)

    2,000        2,212,500  

Bausch Health Cos., Inc., 7.25%, 5/30/29(a)(c)

        1,640            1,816,923  

Horizon Therapeutics USA, Inc.,

5.50%, 8/1/27(a)(c)

    1,710        1,816,875  
    

 

 

 
       7,003,135  
    

 

 

 
Pipelines—1.6%             

Crestwood Midstream Partners L.P.,

    

5.75%, 4/1/25

    835        839,634  

6.00%, 2/1/29(a)(c)

    875        865,708  

DCP Midstream Operating L.P.,

5.125%, 5/15/29

    1,280        1,356,442  

EQM Midstream Partners L.P.(a)(c)

    

4.75%, 1/15/31

    585        563,794  

6.50%, 7/1/27

    1,100        1,179,981  

NGL Energy Operating LLC,

7.50%, 2/1/26(a)(c)

    575        592,834  

NGL Energy Partners L.P.,

7.50%, 4/15/26

    2,490        2,044,912  

NuStar Logistics L.P., 6.375%, 10/1/30

    1,120        1,237,835  

Targa Resources Partners L.P.,

    

6.50%, 7/15/27

    750        806,370  

6.875%, 1/15/29

    1,750        1,940,312  
    

 

 

 
       11,427,822  
    

 

 

 
Real Estate—0.2%             

Kennedy-Wilson, Inc., 5.00%, 3/1/31

    1,105        1,140,913  
    

 

 

 
    PRINCIPAL
AMOUNT
(000s)
     VALUE  
Retail—0.2%             

L Brands, Inc.,

6.625%, 10/1/30(a)(c)

  $ 1,505      $ 1,685,916  
    

 

 

 
Semiconductors—0.4%         

Amkor Technology, Inc., 6.625%, 9/15/27(a)(c)

    2,925        3,173,625  
    

 

 

 
Software—0.7%             

Rackspace Technology Global, Inc.,

5.375%, 12/1/28(a)(c)

      3,300            3,404,362  

SS&C Technologies, Inc., 5.50%, 9/30/27(a)(c)

    1,770        1,869,775  
    

 

 

 
       5,274,137  
    

 

 

 
Telecommunications—2.4%         

Avaya, Inc.,

6.125%, 9/15/28(a)(c)

    1,580        1,700,475  

Cincinnati Bell, Inc., 7.00%, 7/15/24(a)(c)

    1,220        1,268,800  

CommScope Technologies LLC, 6.00%, 6/15/25(a)(c)

    3,245        3,299,678  

Hughes Satellite Systems Corp.,

6.625%, 8/1/26

    1,130        1,261,532  

LogMeIn, Inc.,

5.50%, 9/1/27(a)(c)

    1,230        1,285,350  

Lumen Technologies, Inc.(a)(c),

    

4.50%, 1/15/29

    1,145        1,143,111  

5.125%, 12/15/26

    1,225        1,277,062  

Plantronics, Inc.,

4.75%, 3/1/29(a)(c)

    545        543,638  

Sprint Communications, Inc.,

11.50%, 11/15/21

    2,580        2,754,150  

Sprint Corp.,

7.625%, 3/1/26

    2,100        2,578,548  
    

 

 

 
       17,112,344  
    

 

 

 
Toys/Games/Hobbies—0.1%         

Mattel, Inc.,

5.875%, 12/15/27(a)(c)

    610        664,061  
    

 

 

 
 

 

See Notes to Financial Statements

 

 

46


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

 

    PRINCIPAL
AMOUNT
(000s)
    VALUE  
Transportation—0.2%        

Fortress Transportation and Infrastructure Investors LLC,

9.75%, 8/1/27(a)(c)

  $ 1,160     $ 1,323,212  
TOTAL CORPORATE BONDS & NOTES  
(Cost—$223,528,947)

 

    215,128,854  
    SHARES        
CONVERTIBLE PREFERRED STOCK—17.0%  
Auto Components—1.0%        

Aptiv PLC,

5.50%, 6/15/23, Ser. A

    42,465           7,250,899  
   

 

 

 
Banks—4.2%            

Bank of America Corp., 7.25%, Ser. L(g)

    9,140       12,711,089  

Wells Fargo & Co., 7.50%, Ser. L(g)

    12,835       17,814,980  
   

 

 

 
      30,526,069  
   

 

 

 
Chemicals—0.3%            

International Flavors & Fragrances, Inc.,

6.00%, 9/15/21

    50,255       2,452,444  
   

 

 

 
Diversified Financial Services—0.5%  

2020 Mandatory Exchangeable Trust, 6.50%, 5/16/23(a)(c)

    1,590       3,583,425  
   

 

 

 
Electric Utilities—1.9%  

NextEra Energy, Inc.,

   

5.279%, 3/1/23

    59,355       2,889,995  

6.219%, 9/1/23

    192,150       9,332,725  

Southern Co., 6.75%, 8/1/22, Ser. 2019

    27,630       1,330,385  
   

 

 

 
      13,553,105  
   

 

 

 
Electronics—0.7%            

Fortive Corp., 5.00%, 7/1/21, Ser. A

    5,610       5,412,416  
   

 

 

 
        
    
SHARES
     VALUE  
Environmental Services—0.5%         

GFL Environmental, Inc.,
6.00%, 3/15/23

    47,745      $ 3,506,393  
    

 

 

 
Equity Real Estate Investment Trusts (REITs)—1.3%  

RLJ Lodging Trust, 1.95%, Ser. A(g)

    372,000        9,571,560  
    

 

 

 
Healthcare-Products—3.1%         

Avantor, Inc., 6.25%, 5/15/22, Ser. A

      63,980        5,573,297  

Boston Scientific Corp., 5.50%, 6/1/23, Ser. A

    54,045        5,978,458  

Danaher Corp.,

    

4.75%, 4/15/22, Ser. A

    6,575        10,020,300  

5.00%, 4/15/23, Ser. B

    645        832,521  
    

 

 

 
       22,404,576  
    

 

 

 
Pharmaceuticals—0.3%

 

  

Elanco Animal Health, Inc.,
5.00%, 2/1/23

    38,425        1,935,467  
    

 

 

 
Semiconductors—2.6%

 

  

Broadcom, Inc.,

8.00%, 9/30/22, Ser. A

    12,265        18,542,350  
    

 

 

 
Telecommunications—0.6%

 

  

2020 Cash Mandatory Exchangeable Trust, 5.25%, 6/1/23(a)(c)

    4,040        4,409,404  
TOTAL CONVERTIBLE PREFERRED STOCK  
(Cost—$94,859,277)

 

     123,148,108  
PREFERRED STOCK(a)(f)(h)(k)(l)—1.1%  
Media—1.1%         

LiveStyle, Inc., Ser. A (cost—$348,430; purchased 2/3/16-11/1/16)(j)

    3,554        536,832  

LiveStyle, Inc., Ser. B (cost—$7,507,017; purchased 2/3/16-11/30/16)(i)(j)

    76,572        7,657,200  
 

 

See Notes to Financial Statements

 

 

47


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

        
    
SHARES
    VALUE  
Media—continued        

LiveStyle, Inc., Ser. B

    5,000     $ 50  

TOTAL PREFERRED STOCK

(Cost—$12,855,447)

 

 

    8,194,082  
    PRINCIPAL

AMOUNT

(000s)
       
SENIOR LOANS(a)(b)—0.6%        
Entertainment—0.2%        

Music Technology Holdings, LLC, (3 mo. PIK + 8.000%), 8.00%, 12/16/22, Fixed PIK Term Loan(h)

    $    1,365           1,364,533  
   

 

 

 
Healthcare-Products—0.1%        

Avantor Funding, Inc., (1 mo. LIBOR + 2.500%), 3.50%, 11/8/27, 2020 Incremental Term Loan B4

    1,180       1,186,266  
   

 

 

 
Software—0.2%        

Camelot U.S. Acquisition 1 Co., (1 mo. LIBOR + 3.000%), 3.115%, 10/30/26, Term Loan B

    1,187       1,186,112  
   

 

 

 
Specialty Retail—0.1%        

Petco Animal Supplies, Inc., (3 mo. LIBOR + 3.250%), 0.00, 1/26/23, 2017 Term Loan B(d)

    745       744,069  
Total Senior Loans
(Cost—$4,470,199)

 

    4,480,980  
    SHARES        
COMMON STOCK(k)- 0.1%

 

 
Aerospace & Defense—0.0%        
Erickson, Inc.(f)(h)     6,354       162,917  
   

 

 

 
Banks—0.0%        

CCF Holdings LLC, Class A(f)(h)

    42,233       4  

CCF Holdings LLC, Class B(f)(h)(i)

    21,429       2  
   

 

 

 
      6  
   

 

 

 
        
    
SHARES
    VALUE  
Media—0.0%

 

 

LiveStyle, Inc. (cost—$0; purchased 2/3/16-11/30/16)(a)(f)(h)(i)(j)(l)

    90,407     $ 1  
   

 

 

 
Textiles, Apparel & Luxury Goods—0.1%  

Iconix Brand Group, Inc.

    117,700       256,586  

TOTAL COMMON STOCK

(Cost—$5,799,566)

 

 

    419,510  
    UNITS        
WARRANTS(f)(h)(k)—0.0%

 

 
Advertising—0.0%        

Affinion Group Holdings, Inc., exercise price $67.12 expires 4/1/24 (cost—$2,371,020; purchased 4/10/19)(j)

    12,009       113,483  
   

 

 

 
Media—0.0%            

LiveStyle, Inc., Ser. C, expires 11/30/21(l)

    19,500      

TOTAL WARRANTS

(Cost—$2,371,020)

            113,483  
    PRINCIPAL

AMOUNT

(000s)
       
Repurchase Agreements—9.1%  

State Street Bank and Trust Co., dated 2/26/21, 0.00%, due 3/1/21, proceeds $66,060,000; collateralized by U.S. Treasury Notes, 1.875%—2.125%, due 5/31/26-6/30/26, valued at $67,381,234 including accrued interest
(cost—$66,060,000)

  $ 66,060       66,060,000  

TOTAL INVESTMENTS

(Cost—$660,993,544)—100.0%

 

 

    724,988,965  

Other assets and liabilities, net

 

    (12,470,131

Preferred Shares

 

    (271,525,000
   

 

 

 
Net Assets Applicable to
Common Shareholders
    $440,993,834  
   

 

 

 
 

 

See Notes to Financial Statements

 

 

48


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

Abbreviations:

LIBOR

- London Inter-Bank Offered Rate

PIK

- Payment-in-Kind

REIT

- Real Estate Investment Trust

Footnote Legend:

*

Actual amount rounds to less than $1.

(a) 

Private Placement—Restricted as to resale and may not have a readily available market. Private placement securities may include Rule 144A securities. These securities have an aggregate value of $338,437,243, representing 46.7% of total investments.

(b) 

These securities generally pay interest at rates which are periodically pre-determined by reference to a base lending rate plus a premium. These base lending rates are generally either the lending rate offered by one or more major European banks, such as the “LIBOR” or the prime rate offered by one or more major United States banks, or the certificate of deposit rate. These securities are generally considered to be restricted as the Fund is ordinarily contractually obligated to receive approval from the Agent bank and/or borrower prior to disposition. Remaining maturities of senior loans may be less than the stated maturities shown as a result of contractual or optional payments by the borrower. Such prepayments cannot be predicted with certainty. The interest rate disclosed reflects the rate in effect on February 28, 2021.

(c) 

Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registrations, normally to qualified institutional buyers. At February 28, 2021, these securities amounted to a value of $325,762,180 or 73.87% of net assets.

(d) 

This loan will settle after February 28, 2021, at which time the interest rate, based on the LIBOR and the agreed upon spread on trade date, will be reflected.

(e) 

Security in default; no interest payments are being received during the bankruptcy proceedings.

(f) 

Fair-Valued—Securities with an aggregate value of $18,044,172, representing 2.5% of total investments. See Note 2A in the Notes to Financial Statements.

(g) 

Perpetual maturity. The date shown, if any, is the next call date.

(h) 

Level 3 security. See Note 2A in the Notes to Financial Statements.

(i) 

Affiliated security.

(j) 

Restricted. The aggregate cost of such securities is $10,226,467. The aggregate value is $8,307,516, representing 1.1% of total investments.

(k) 

Non-income producing.

(l) 

A member of the Fund’s portfolio management team is a member of the board of directors of LiveStyle, Inc. The Fund’s aggregate value of investments in LiveStyle, Inc. represents 1.1% of total investments.

 

The following table summarizes the market value of the Fund’s investments as of February 28, 2021, based on the inputs used to value them (See Note 2A in the Notes to Financial Statements):

 

     Level 1 -
Quoted Prices
     Level 2 - Other
Significant
Observable
Inputs
     Level 3 -
Significant
Unobservable
Inputs
     Total Value at
2/28/21
 

Assets:

 

Convertible Bonds & Notes

          $ 307,443,948             $ 307,443,948  

Corporate Bonds & Notes

            205,555,171      $ 9,573,683        215,128,854  

Convertible Preferred Stock

   $ 115,155,279        7,992,829               123,148,108  

Preferred Stock

                   8,194,082        8,194,082  

Senior Loans

            3,116,447        1,364,533        4,480,980  

Common Stock

     256,586               162,924        419,510  

Warrants

                   113,483        113,483  

Repurchase Agreements

            66,060,000               66,060,000  
  

 

 

    

 

 

    

 

 

    

 

 

 

Total Investments

   $ 115,411,865      $ 590,168,395      $ 19,408,705      $ 724,988,965  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

See Notes to Financial Statements

 

49


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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the year ended February 28, 2021, was as follows:

 

    Beginning
Balance
2/29/20
    Purchases     Sales     Accrued
Discount
(Premiums)
    Net
Realized
Gain
(Loss)
    Net Change
in Unrealized
Appreciation/
Depreciation
    Transfers
into
Level 3**
    Transfers
out of
Level 3
    Ending
Balance
2/28/21
 

Investments in Securities—Assets

 

Corporate Bonds & Notes

  $ 6,570,787     $ 1,688,576 (1)    $ (36,681 )(2)    $ 94,121     $ (8,237,699   $ 3,494,579     $ 6,000,000     $     $ 9,573,683  

Preferred Stock

    8,194,082                                                 8,194,082  

Senior Loans

          1,364,533 (1)                                          1,364,533  

Common Stock

   
113,434
 
                            49,490                   162,924  

Warrants

    15,613                               97,870                   113,483  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $ 14,893,916     $ 3,053,109     $ (36,681   $ 94,121     $ (8,237,699   $ 3,641,939     $ 6,000,000     $     $ 19,408,705  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) 

Payment-in Kind

(2) 

Removed via corporate action

**

Security held by the Fund with an end of period value of $6,000,000 was transferred from Level 2 to Level 3 due to a decrease in trading activities during the period.

The table above may include Level 3 investments that are valued by brokers or independent pricing services. The inputs for these investments are not readily available or cannot be reasonably estimated and are generally those inputs described in Note 2A.

 

See Notes to Financial Statements

 

50


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

SCHEDULE OF INVESTMENTS (Continued)

FEBRUARY 28, 2021

 

The following table presents additional information about valuation techniques and inputs used for investments that are measured at fair value and categorized within Level 3 at February 28, 2021.

 

     Ending
Balance
at 2/28/21
    

Valuation
Technique Used

  

Unobservable
Inputs

  

Input Values (Ranges)

Investments in Securities—Assets

Corporate Bonds & Notes:

           
   $ 3,573,679      Market and Company Comparables    EV Multiples    1.21x (0.81x – 2.04x)
            3.44x (1.36x – 5.30x)
            0.66x (0.38x – 0.90x)
                   Illiquidity Discount    20%

Preferred Stock:

           
   $ 8,194,082      Market and Company Comparables    EV Multiples    1.66x (0.43x – 5.14x)
                   Illiquidity Discount    25% – 55%

Common Stock:

           
   $ 162,917      Market and Company Comparables    EV Multiples    1.05x (0.67x – 1.43x)
            11.18x (4.56x – 46.78x)
            0.92x (0.49x – 1.31x)
                   M&A Transaction Multiples    0.86x (0.41x – 1.96x)
         Illiquidity Discount    40%

Warrants:

           
   $ 113,483      Market and Company Comparables    EV Multiples    2.08x (1.35x – 7.02x)
            10.70x (6.51x – 19.85x)
      Black-Scholes Model    Volatility    33.46%
                   Implied Price    $55.77

The table above does not include Level 3 investments that are valued by brokers or independent pricing services.

The net change in unrealized appreciation/(depreciation) of Level 3 investments held at February 28, 2021 was $(4,530,438). The net realized gain (loss) and net change in unrealized appreciation/depreciation are reflected on the Statements of Operations.

 

See Notes to Financial Statements

 

51


Table of Contents

STATEMENTS OF ASSETS AND LIABILITIES

FEBRUARY 28, 2021

 

     Virtus AllianzGI
Artificial
Intelligence &
Technology
Opportunities
Fund
     Virtus AllianzGI
Convertible &
Income 2024
Target Term
Fund
 

Assets:

 

Investments, at value, including securities on loan of $18,417,779 and $40,887,965, respectively (cost—$803,333,153 and $236,149,386, respectively)

   $ 1,015,836,939      $ 240,338,153  

Repurchase agreements, at value and cost

     32,323,000        27,209,000  

Cash

     954        153,041  

Interest and dividends receivable

     1,301,361        1,936,894  

Investments in Affiliated Funds—Trustees Deferred Compensation Plan (see Note 4)

            24,089  

Receivable for investments sold

     2,643,637         

Prepaid expenses

     9,289        3,601  
  

 

 

    

 

 

 

Total Assets

     1,052,115,180        269,664,778  
  

 

 

    

 

 

 
Liabilities:

 

Loan payable (See Note 8)

     30,000,000        69,700,000  

Payable for investments purchased

     13,347,113        3,012,934  

Dividends payable to common and preferred shareholders

     4,292,335        839,892  

Investment management fees payable

     986,249        128,193  

Administration fees payable

     8,405        20,426  

Loan interest payable

     19,961        46,832  

Trustees Deferred Compensation Plan payable (see Note 3)

            24,089  

Accrued expenses

     623,342        286,018  
  

 

 

    

 

 

 

Total Liabilities

     49,277,405        74,058,384  
  

 

 

    

 

 

 
Net Assets Applicable to Common Shareholders    $ 1,002,837,775      $ 195,606,394  
  

 

 

    

 

 

 
Composition of Net Assets Applicable to Common Shareholders:

 

Common Shares:      

Par value ($0.00001 per share)

   $ 343      $ 183  

Paid-in-capital in excess of par

     686,497,137        178,760,588  

Total distributable earnings (loss)

     316,340,295        16,845,623  
  

 

 

    

 

 

 
Net Assets Applicable to Common Shareholders    $ 1,002,837,775      $ 195,606,394  
  

 

 

    

 

 

 

Common Shares Issued and Outstanding

     34,338,682        18,258,516  
Net Asset Value Per Common Share    $ 29.20      $ 10.71  
  

 

 

    

 

 

 

 

See Notes to Financial Statements

 

52


Table of Contents

STATEMENTS OF ASSETS AND LIABILITIES (Continued)

FEBRUARY 28, 2021

 

     Virtus AllianzGI
Convertible &
Income Fund
    Virtus AllianzGI
Convertible &
Income Fund II
 
Assets:     

Investments, at value, including securities on loan of $24,043,613 and $0, respectively (cost—$772,925,188 and $587,426,527, respectively)

   $ 856,041,597     $ 651,271,762  

Investments in Affiliates, at value (cost—$7,507,017 and $7,507,017 respectively)

     7,657,209       7,657,203  

Repurchase agreements, at value and cost

     88,722,000       66,060,000  

Cash

     6,606       3,662  

Interest and dividends receivable

     6,764,892       5,178,773  

Receivable for investments sold

     829,934       626,845  

Deferred offering costs (see Note 9)

     213,627       201,588  

Investments in Affiliated Funds—Trustees Deferred Compensation Plan (see Note 4)

     189,893       144,517  

Prepaid expenses

     29,956       55,379  
  

 

 

   

 

 

 

Total Assets

     960,455,714       731,199,729  
  

 

 

   

 

 

 
Liabilities:     

Loan payable (See Note 8)

     28,851,500        
Payable for investments purchased      18,702,884       14,146,933  

Dividends payable to common and preferred shareholders

     4,782,585       3,856,651  

Loan interest payable

     19,386        

Investment management fees payable

     401,948       289,814  

Administration fees payable

     72,684       55,318  

Trustees Deferred Compensation Plan payable (see Note 4)

     189,893       144,517  

Accrued expenses

     216,022       187,662  
  

 

 

   

 

 

 

Total Liabilities

     53,236,902       18,680,895  
  

 

 

   

 

 

 

Auction-Rate Preferred Shares ($25,000 liquidation preference per share applicable to an aggregate of 8,931 and 6,501 shares issued and outstanding, respectively)

     223,275,000       162,525,000  

Cumulative Preferred Shares ($25.00 liquidation preference per share applicable to an aggregate of 4,000,000 and 4,360,000 shares issued and outstanding, respectively)

     100,000,000       109,000,000  
  

 

 

   

 

 

 
Net Assets Applicable to Common Shareholders    $ 583,943,812     $ 440,993,834  
  

 

 

   

 

 

 
Composition of Net Assets Applicable to Common Shareholders:

 

 
Common Shares:     

Par value ($0.00001 per share)

   $ 904     $ 761  

Paid-in-capital in excess of par

     740,932,702       567,616,681  

Total distributable earnings (loss)

     (156,989,794     (126,623,608
  

 

 

   

 

 

 
Net Assets Applicable to Common Shareholders    $ 583,943,812     $ 440,993,834  
  

 

 

   

 

 

 

Common Shares Issued and Outstanding

     90,373,569       76,115,749  
Net Asset Value Per Common Share    $ 6.46     $ 5.79  
  

 

 

   

 

 

 

 

See Notes to Financial Statements

 

53


Table of Contents

STATEMENTS OF OPERATIONS

YEAR ENDED FEBRUARY 28, 2021

 

     Virtus AllianzGI
Artificial Intelligence &
Technology
Opportunities Fund
    Virtus AllianzGI
Convertible & Income
2024 Target
Term Fund
 
Investment Income:

 

Interest

   $ 3,660,066     $ 10,236,628  

Dividends (net of foreign withholding taxes of $22,262 and $0, respectively)

     5,345,720        

Miscellaneous

     7       173,398  
  

 

 

   

 

 

 

Total Investment Income

     9,005,793       10,410,026  
  

 

 

   

 

 

 
Expenses:

 

Investment advisory fees

     10,478,468       1,834,372  

Administration fees

     80,668       20,426  

Excise tax

     414,663       134,593  

Professional fees

     248,512       138,864  

Custodian and accounting agent

     133,079       114,622  

Interest expense on loan (Note 8)

     206,506       677,574  

Trustees’ fees and expenses

     91,614       18,709  

Printing fees and expenses

     79,096       34,636  

Transfer agent fees and expenses

     25,200       25,200  

Miscellaneous expenses

     45,490       27,082  
  

 

 

   

 

 

 

Total Expenses

     11,803,296       3,026,078  

Less: Reimbursement from Investment Adviser

     (94,371     (25,004
  

 

 

   

 

 

 

Net Expenses

     11,708,925       3,001,074  
  

 

 

   

 

 

 
Net Investment Income (Loss)      (2,703,132     7,408,952  
  

 

 

   

 

 

 
Net Realized and Change in Unrealized Gain (Loss):

 

Net realized gain on investments

     171,686,658       11,108,637  

Net change in unrealized appreciation/depreciation of investments

     236,027,418       7,246,383  
  

 

 

   

 

 

 
Net realized and change in unrealized gain      407,714,076       18,355,020  
  

 

 

   

 

 

 

Net Increase in Net Assets Resulting from operations

     405,010,944       25,763,972  
  

 

 

   

 

 

 

 

See Notes to Financial Statements

 

54


Table of Contents

STATEMENTS OF OPERATIONS (Continued)

YEAR ENDED FEBRUARY 28, 2021

 

     Virtus AllianzGI
Convertible &
Income Fund
    Virtus AllianzGI
Convertible &
Income Fund II
 
Investment Income:

 

Interest

   $ 30,466,126     $ 23,441,031  

Dividends (net of foreign withholding taxes of $13,787 and $10,436, respectively)

     9,957,678       7,556,939  

Miscellaneous

     11,517       8,850  
  

 

 

   

 

 

 

Total Investment Income

     40,435,321       31,006,820  
  

 

 

   

 

 

 
Expenses:

 

Investment advisory fees

     5,796,917       4,417,267  

Administration fees

     72,684       55,318  

Interest expense on loan

     280,474        

Auction agent and commissions

     219,990       168,080  

Custodian and accounting agent

     129,050       112,184  

Professional fees

     243,361       253,355  

Printing fees and expenses

     95,964       84,131  

Trustees’ fees and expenses

     50,712       38,292  

Transfer agent fees and expenses

     29,241       29,241  

Miscellaneous expenses

     113,856       119,886  
  

 

 

   

 

 

 

Total Expenses

     7,032,249       5,277,754  

Less: Reimbursement from Investment Adviser

     (106,841     (97,409
  

 

 

   

 

 

 

Net Expenses

     6,925,408       5,180,345  
  

 

 

   

 

 

 
Net Investment Income      33,509,913       25,826,475  
  

 

 

   

 

 

 
Net Realized and Change in Unrealized Gain (Loss):

 

Net realized gain on investments

     3,663,863       2,875,400  

Net change in unrealized appreciation/depreciation of:

    

Investments

     118,355,102       89,181,228  

Investments in Affiliates

     (8     (8
  

 

 

   

 

 

 
Net realized and change in unrealized gain      122,018,957       92,056,620  
  

 

 

   

 

 

 
Net Increase in Net Assets resulting from operations      155,528,870       117,883,095  
  

 

 

   

 

 

 
Dividends on Preferred Shares from Net Investment Income      (6,245,418     (6,447,967
  

 

 

   

 

 

 

Net Increase in Net Assets Applicable to Common Shareholders Resulting from Investment Operations

     149,283,452       111,435,128  
  

 

 

   

 

 

 

 

See Notes to Financial Statements

 

55


Table of Contents

STATEMENTS OF CHANGES IN NET ASSETS

 

     Virtus AllianzGI Artificial Intelligence &
Technology Opportunities Fund
 
     Year ended
February 28,
2021
     Period from
October 31, 2019*
through
February 29,
2020
 
Increase (Decrease) in Net Assets from Operations:

 

Net investment income (loss)

   $ (2,703,132    $ (339,951

Net realized gain

     171,686,658        31,371,579  

Net change in unrealized appreciation/depreciation

     236,027,418        (23,523,632
  

 

 

    

 

 

 

Net increase in net assets resulting from investment operations

     405,010,944        7,507,996  
  

 

 

    

 

 

 
Dividends and Distributions to Shareholders      (85,438,632      (11,154,676
  

 

 

    

 

 

 
From Capital Share Transactions:

 

Net proceeds from shares issued in offering

     449,443        686,362,700  
  

 

 

    

 

 

 
Net Increase in net assets      320,021,755        682,716,020  
  

 

 

    

 

 

 
Net Assets:      

Beginning of period

     682,816,020        100,000  
  

 

 

    

 

 

 
End of period    $ 1,002,837,775      $ 682,816,020  
  

 

 

    

 

 

 
Capital share transactions:

 

Shares outstanding, beginning of period

     34,323,135        5,000  

Shares issued

            34,318,135  

Shares issued for reinvestment of distributions

     15,547         
  

 

 

    

 

 

 

Shares outstanding, end of period

     34,338,682        34,323,135  

 

*

Commencement of operations.

May reflect actual amounts rounding to less than $1.

 

See Notes to Financial Statements

 

56


Table of Contents

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

 

 

     Virtus AllianzGI Convertible & Income 2024
Target Term Fund
 
     Year ended
February 28,

2021
    Year ended
February 29,
2020
 

Increase (Decrease) in Net Assets from Operations:

 

Net investment income

   $ 7,408,952     $ 7,800,171  

Net realized gain

     11,108,637       3,582,892  

Net change in unrealized appreciation/depreciation

     7,246,383       1,283,009  
  

 

 

   

 

 

 

Net increase in net assets resulting from investment operations

     25,763,972       12,666,072  
  

 

 

   

 

 

 
Dividends and Distributions to Shareholders      (10,078,494     (10,077,871
  

 

 

   

 

 

 
From Capital Transactions:

 

Issued in reinvestment of distributions

     13,559        
  

 

 

   

 

 

 
Net increase in net assets      15,699,037       2,588,201  
  

 

 

   

 

 

 
Net Assets:     

Beginning of year

     179,907,357       177,319,156  
  

 

 

   

 

 

 
End of year    $ 195,606,394     $ 179,907,357  
  

 

 

   

 

 

 
Capital share Transactions:

 

Shares outstanding, beginning of year

     18,257,012       18,257,012  

Shares issued for reinvestment of distributions

     1,504        
  

 

 

   

 

 

 

Shares outstanding, end of year

     18,258,516       18,257,012  

 

May reflect actual amounts rounding to less than $1.

 

See Notes to Financial Statements

 

57


Table of Contents

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

 

     Virtus AllianzGI Convertible &
Income Fund
 
     Year ended
February 28,
2021
    Year ended
February 29,
2020
 
Increase (Decrease) in Net Assets from Operations:     

Net investment income

   $ 33,509,913     $ 47,085,743  

Net realized gain (loss)

     3,663,863       (3,077,153

Net change in unrealized appreciation/depreciation

     118,355,094       954,471  
  

 

 

   

 

 

 

Net increase in net assets resulting from investment operations

     155,528,870       44,963,061  
  

 

 

   

 

 

 
Dividends on Preferred Shares from Net Investment Income      (6,245,418     (12,457,776
  

 

 

   

 

 

 

Net increase in net assets applicable to common shareholders resulting from investment operations

     149,283,452       32,505,285  
  

 

 

   

 

 

 
Distributions to Common Shareholders from:     

Distributable earnings

     (28,244,569     (37,568,976

Return of capital

     (18,749,687     (20,275,298
  

 

 

   

 

 

 

Total distributions to common shareholders

     (46,994,256     (57,844,274
Common Share Transactions:     

Reinvestment of distributions

     21,612       4,324,311  
  

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to common shareholders

     102,310,808       (21,014,678
Net Assets Applicable to Common Shareholders:     

Beginning of year

     481,633,004       502,647,682  
  

 

 

   

 

 

 
End of year    $ 583,943,812     $ 481,633,004  
  

 

 

   

 

 

 
Common Shares Activity:     

Common shares outstanding, beginning of year

     90,369,581       89,613,563  

Common shares issued for reinvestment of distributions

     3,988       756,018  
  

 

 

   

 

 

 

Common shares outstanding, end of year

     90,373,569       90,369,581  

 

See Notes to Financial Statements

 

58


Table of Contents

STATEMENTS OF CHANGES IN NET ASSETS (Continued)

 

     Virtus AllianzGI Convertible &
Income Fund II
 
     Year ended
February 28,
2021
    Year ended
February 29,
2020
 
Increase (Decrease) in Net Assets from Operations:     

Net investment income

   $ 25,826,475     $ 36,317,754  

Net realized gain (loss)

     2,875,400       (2,433,448

Net change in unrealized appreciation/depreciation

     89,181,220       793,357  
  

 

 

   

 

 

 

Net increase in net assets resulting from investment operations

     117,883,095       34,677,663  
  

 

 

   

 

 

 
Dividends on Preferred Shares from Net Investment Income      (6,447,967     (10,974,665
  

 

 

   

 

 

 

Net increase in net assets applicable to common shareholders resulting from investment operations

     111,435,128       23,702,998  
  

 

 

   

 

 

 
Distributions to Common Shareholders from:     

Distributable earnings

     (20,131,983     (27,490,452

Return of capital

     (14,690,973     (14,454,556
  

 

 

   

 

 

 

Total distributions to common shareholders

     (34,822,956     (41,945,008
Common Share Transactions:     

Reinvestment of distributions

           2,723,158  
  

 

 

   

 

 

 

Total increase (decrease) in net assets applicable to common shareholders

     76,612,172       (15,518,852
Net Assets Applicable to Common Shareholders:     

Beginning of year

     364,381,662       379,900,514  
  

 

 

   

 

 

 
End of year    $ 440,993,834     $ 364,381,662  
  

 

 

   

 

 

 
Common Shares Activity:     

Common shares outstanding, beginning of year

     76,115,749       75,583,392  

Common shares issued for reinvestment of distributions

           532,357  
  

 

 

   

 

 

 

Common shares outstanding, end of year

     76,115,749       76,115,749  

 

May reflect actual amounts rounding to less than $1.

 

See Notes to Financial Statements

 

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STATEMENT OF CASH FLOWS

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND*

FOR THE YEAR ENDED FEBRUARY 28, 2021

 

Increase (Decrease) in Cash:   

Cash Flows provided by Operating Activities:

  

Net increase in net assets resulting from investment operations

   $ 25,763,972  
  

 

 

 

Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used for) operating activities:

  

Purchases of long-term investments

     (234,451,566

Proceeds from sales of long-term investments

     255,327,823  

Net purchases of short-term portfolio investments

     (19,308,971

Net change in unrealized appreciation/depreciation

     (7,246,383

Net amortization of premium or accretion of discounts on investments

     (698,293

Net realized gain

     (11,108,637

Increase in payable for investments purchased

     1,537,565  

Increase in investments in Affiliated Funds—Trustees Deferred Compensation Plan

     (5,712

Increase in Trustees Compensation Plan payable

     5,712  

Decrease in interest and dividends receivable

     289,378  

Increase in prepaid expenses

     (457

Increase in net investment advisory fees and administration fees payable

     7,773  

Increase in accrued expenses and other liabilities

     92,140  

Decrease in loan interest payable

     (78,885
  

 

 

 

Net cash provided by operating activities

     10,125,459  
  

 

 

 
Cash Flows used for Financing Activities:   

Cash distributions paid to shareholders

     (10,064,866
  

 

 

 

Net cash used for financing activities

     (10,064,866
  

 

 

 
Net increase in cash      60,593  
  

 

 

 

Cash at beginning of year

     92,448  
  

 

 

 

Cash at end of year

   $ 153,041  
  

 

 

 

Supplemental Cash Flow Information:

  

Reinvestment of dividends and distributions

   $ 13,559  

Cash paid for interest expense on loan

     756,459  

 

*

Statement of Cash Flows is not required for Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, Virtus AllianzGI Convertible & Income Fund and Virtus AllianzGI Convertible & Income Fund II.

 

See Notes to Financial Statements

 

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Table of Contents

VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

FINANCIAL HIGHLIGHTS

(Selected per share data and ratios for a common share outstanding throughout each period^)

 

     Year ended
February 28,
2021
    Period from
October 31, 2019*

through
February 29,
2020
 
PER SHARE DATA:     

Net asset value, beginning of period

   $ 19.89     $ 20.00  
  

 

 

   

 

 

 
Investment Operations:     

Net investment income (loss)

     (0.08     (0.01

Net realized and change in unrealized gain

     11.88       0.23  
  

 

 

   

 

 

 

Total from investment operations

     11.80       0.22  
  

 

 

   

 

 

 
Dividends and Distributions to Shareholders from:     

Net investment income

            

Net realized gains

     (2.49     (0.33
  

 

 

   

 

 

 

Total dividends and distributions to shareholders

     (2.49     (0.33
  

 

 

   

 

 

 

Net asset value, end of period

   $ 29.20     $ 19.89  
  

 

 

   

 

 

 

Market price, end of period

   $ 27.41     $ 17.72  
  

 

 

   

 

 

 

Total Return, market value(1)

     71.09     (9.92 )% 
RATIOS/SUPPLEMENTAL DATA:     

Net assets, end of period (000s)

   $ 1,002,838     $ 682,816  

Ratio of net expenses to average net assets, including interest expense(4)(5)

     1.42 %(6)      1.34 %(2)(3) 

Ratio of total expenses to average net assets, including interest expense and excluding reimbursement(4)

     1.43 %(6)      1.34 %(2)(3) 

Ratio of net investment income to average net assets

     (0.33 )%(6)      (0.15 )%(2)(3) 

Portfolio turnover rate

     103     56

 

^

A “—” may reflect actual amounts rounding to less than $0.01 or 0.01%.

*

Commencement of operations.

(1) 

Total return, market value is calculated assuming a purchase of a common share at the market price on the first day and a sale of a common share at the market price on the last day of each year reported. Dividends and distributions, if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges in connection with the purchase or sale of Fund shares. Total investment return for a period of less than one year is not annualized.

(2) 

Annualized, unless otherwise noted.

(3) 

Certain expenses incurred by the Fund were not annualized.

(4) 

Interest expense relates to participation in the debt financing (See Note 8).

(5) 

Ratio of net expenses, before interest expense, was 1.40% and 1.34% for the year ended February 28, 2021 and period ended February 29, 2020 respectively.

(6) 

Inclusive of excise tax expense of 0.05% for the year ended February 28, 2021.

 

See Notes to Financial Statements

 

61


Table of Contents

 

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

FINANCIAL HIGHLIGHTS

(Selected per share data and ratios for a common share outstanding throughout each period^)

 

     Year ended     Period from
June 30, 2017*
through
February 28,
2018
 
     February 28,
2021
    February 29,
2020
    February 28,
2019
 
 
PER SHARE DATA:         

Net asset value, beginning of period

   $ 9.85     $ 9.71     $ 9.79     $ 9.84 ** 
  

 

 

   

 

 

   

 

 

   

 

 

 
Investment Operations:         

Net investment income

     0.41       0.43       0.48       0.35  

Net realized and change in unrealized gain (loss)

     1.00       0.26       (0.01     (0.06
  

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.41       0.69       0.47       0.29  
  

 

 

   

 

 

   

 

 

   

 

 

 
Dividends and Distributions to Shareholders from:         

Net investment income

     (0.39     (0.44     (0.50     (0.32

Net realized gains

     (0.16     (0.11     (0.05      
  

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

     (0.55     (0.55     (0.55     (0.32
  

 

 

   

 

 

   

 

 

   

 

 

 
Share Transactions:         

Capital charge resulting from issuance of common shares and related offering costs

                       (0.02
  

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of period

   $ 10.71     $ 9.85     $ 9.71     $ 9.79  
  

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of period

   $ 10.04     $ 9.14     $ 9.00     $ 9.22  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total Return, market value(1)

     16.68     7.63     3.72     (4.59 )% 
RATIOS/SUPPLEMENTAL DATA:         

Net assets, end of period (000s)

   $ 195,606     $ 179,907     $ 177,319     $ 178,760  

Ratio of net expenses to average net assets, including interest expense(4)(5)(6)

     1.72     2.38     2.60     2.14 %(2)(3) 

Ratio of total expenses to average net assets, including interest expense and excluding reimbursement(4)(6)

     1.73     2.38     2.60     2.14 %(2)(3) 

Ratio of net investment income to average net assets(6)

     4.24     4.34     4.94     5.47 %(2)(3) 

Portfolio turnover rate

     101     86     116     66

 

See Notes to Financial Statements

 

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Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

FINANCIAL HIGHLIGHTS (Continued)

(Selected per share data and ratios for a common share outstanding throughout each period^)

 

^

A “—” may reflect actual amounts rounding to less than $0.01 or 0.01%.

*

Commencement of operations.

**

Initial public offering price of $10.00 per share less sales load of 1.65% of the offering price.

(1) 

Total return, market value is calculated assuming a purchase of a common share at the market price on the first day and a sale of a common share at the market price on the last day of each year reported. Dividends and distributions, if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges in connection with the purchase or sale of Fund shares. Total investment return for a period of less than one year is not annualized.

(2) 

Annualized, unless otherwise noted.

(3) 

Certain expenses incurred by the Fund were not annualized.

(4) 

Interest expense relates to participation in the debt financing (See Note 8).

(5) 

Ratio of net expenses, before interest expense, was 1.33%, 1.31%, 1.36% and 1.23% for the years ended 2021, 2020 and 2019 and period ended 2018 respectively.

(6) 

Inclusive of excise tax expense of 0.08%, 0.07%, 0.08% and 0.02% (not annualized) for the years ended February 28, 2021, February 29, 2020, February 28, 2019 and the period ended February 28, 2018, respectively.

 

See Notes to Financial Statements

 

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Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

FINANCIAL HIGHLIGHTS

(Selected per share data and ratios for a share outstanding throughout each period^)

 

    Year ended  
PER SHARE DATA:   February 28,
2021
    February 29,
2020
    February 28,
2019
    February 28,
2018
    February 28,
2017
 

Net asset value, beginning of year

  $ 5.33     $ 5.61     $ 6.54     $ 6.86     $ 5.50  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Investment Operations:          

Net investment income

    0.37       0.52       0.56       0.69       0.73  

Net realized and change in unrealized gain (loss)

    1.35       (0.02     (0.64     (0.16     1.44  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

    1.72       0.50       (0.08     0.53       2.17  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends on Preferred Shares from Net Investment Income:(1)

    (0.07     (0.14     (0.12     (0.07     (0.03
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to common shareholders resulting from investment operations

    1.65       0.36       (0.20     0.46       2.14  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Dividends and distributions to common shareholders from:

         

Net investment income

    (0.31     (0.42     (0.50     (0.77     (0.78

Return of capital

    (0.21     (0.22     (0.28     (0.01      
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to common shareholders

    (0.52     (0.64     (0.78     (0.78     (0.78
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Preferred Share Transactions:

         

Accretion to net asset value, resulting from tender offer of Auction-Rate Preferred Shares

                0.09              

Capital change resulting from issuance of Cumulative Preferred Shares and related offering costs

                (0.04            
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

  $ 6.46     $ 5.33     $ 5.61     $ 6.54     $ 6.86  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of year

  $ 5.68     $ 5.10     $ 6.24     $ 6.93     $ 6.93  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return, market value(2)

    24.29     (8.51 )%      2.00     12.22     59.15
RATIOS/SUPPLEMENTAL DATA:          

Net assets, applicable to common shareholders, end of year (000s)

  $ 583,944     $ 481,633     $ 502,648     $ 580,867     $ 605,194  

Ratio of net expenses to average net assets, including interest expense(3)(4)(5)

    1.45     1.53     1.56 %(6)      1.28     1.36 %(7) 

Ratio of total expenses to average net assets, including interest expense and excluding reimbursement(3)(4)

    1.48     1.53     1.56 %(6)      1.28     1.36 %(7) 

 

See Notes to Financial Statements

 

64


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

FINANCIAL HIGHLIGHTS (Continued)

(Selected per share data and ratios for a share outstanding throughout each period^)

 

    Year ended  
    February 28,
2021
    February 29,
2020
    February 28,
2019
    February 28,
2018
    February 28,
2017
 

Ratio of net investment income to average net assets(4)

    7.04     9.30     9.22 %(6)      10.32     11.33 %(7) 

Auction-Rate Preferred shares asset coverage per share

  $ 70,027 (8)    $ 62,132 (8)    $ 63,752 (8)    $ 65,668     $ 67,376  

Cumulative Preferred shares asset coverage per share

  $ 70 (8)    $ 62 (8)    $ 64 (8)    $     $  

Cumulative Preferred shares average market value

  $ 25.91 (9)    $ 25.81 (9)    $ 24.46 (9)    $     $  

Portfolio turnover rate

    73     35     41     34     28

 

^

A “—” may reflect actual amounts rounding to less than $0.01 or 0.01%.

(1) 

Calculated on average common shares outstanding.

(2) 

Total return, market value is calculated assuming a purchase of a common share at the market price on the first day and a sale of a common share at the market price on the last day of each year reported. Dividends and distributions, if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges in connection with the purchase or sale of Fund shares.

(3) 

Interest expense relates to participation in the debt financing (See Note 8).

(4) 

Calculated on the basis of income and expenses applicable to both common and preferred shares relative to average net assets of common shareholders.

(5) 

Ratio of net expenses, before interest expense and auction agent fees and commissions, was 1.35%, 1.33%, 1.34%, 1.21% and 1.28% for the years ended 2021, 2020, 2019, 2018 and 2017, respectively.

(6) 

Inclusive of tender offer expenses of 0.03%.

(7) 

Inclusive of excise tax expense of 0.03% for the year ended February 28, 2017.

(8) 

Asset coverage per share is calculated by combining all preferred shares.

(9) 

Based on daily closing market prices.

 

See Notes to Financial Statements

 

65


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

FINANCIAL HIGHLIGHTS

(Selected per share data and ratios for a share outstanding throughout each period^)

 

     Year ended  
PER SHARE DATA:    February 28,
2021
    February 29,
2020
    February 28,
2019
    February 28,
2018
    February 28,
2017
 

Net asset value, beginning of year

   $ 4.79     $ 5.03     $ 5.87     $ 6.14     $ 4.89  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Investment Operations:           

Net investment income

     0.34       0.48       0.50       0.62       0.66  

Net realized and change in unrealized gain (loss)

     1.20       (0.03     (0.57     (0.14     1.30  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total from investment operations

     1.54       0.45       (0.07     0.48       1.96  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Dividends on Preferred Shares from Net Investment Income(1)      (0.08     (0.14     (0.12     (0.06     (0.02
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net increase (decrease) in net assets applicable to common shareholders resulting from investment operations

     1.46       0.31       (0.19     0.42       1.94  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Dividends and Distributions to Common Shareholders from:           

Net investment income

     (0.27     (0.36     (0.45     (0.61     (0.69

Return of capital

     (0.19     (0.19     (0.24     (0.08      
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to common shareholders

     (0.46     (0.55     (0.69     (0.69     (0.69
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 
Preferred Share Transactions:           

Accretion to net asset value, resulting from tender offer of Auction-Rate Preferred Shares

                 0.09              

Capital change resulting from issuance of Cumulative Preferred Shares and related offering costs

                 (0.05            
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net asset value, end of year

   $ 5.79     $ 4.79     $ 5.03     $ 5.87     $ 6.14  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Market price, end of year

   $ 5.01     $ 4.54     $ 5.44     $ 6.10     $ 6.17  
  

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total return, market value(2)

     22.81     (6.98 )%      1.14     10.84     56.31

 

See Notes to Financial Statements

 

66


Table of Contents

VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

FINANCIAL HIGHLIGHTS (Continued)

(Selected per share data and ratios for a share outstanding throughout each period^)

 

     Year ended  
     February 28,
2021
    February 29,
2020
    February 28,
2019
    February 28,
2018
    February 28,
2017
 
RATIOS/SUPPLEMENTAL DATA:           

Net assets, applicable to common shareholders, end of year (000s)

   $ 440,994     $ 364,382     $ 379,901     $ 440,106     $ 456,985  

Ratio of net expenses to average net assets, including interest expense(3)(4)(5)

     1.44     1.41     1.53 %(6)      1.32     1.37

Ratio of total expenses to average net assets, including interest expense and excluding reimbursement(3)(4)

     1.47     1.41     1.53 %(6)      1.32     1.37

Ratio of net investment income to average net assets(3)

     7.18     9.48     9.28 %(6)      10.31     11.46

Preferred shares asset coverage per share

   $ 65,454 (7)    $ 58,421 (7)    $ 59,845 (7)    $ 65,147     $ 66,691  

Cumulative Preferred shares asset coverage per share

   $ 65 (7)    $ 58 (7)    $ 60 (7)    $     $  

Cumulative Preferred shares average market value

   $ 25.64 (8)    $ 25.39 (8)    $ 24.04 (8)    $     $  

Portfolio turnover rate

     73     35     41     33     28

 

^

A “—” may reflect actual amounts rounding to less than $0.01 or 0.01%.

(1) 

Calculated on average common shares outstanding.

(2) 

Total return, market value is calculated assuming a purchase of a common share at the market price on the first day and a sale of a common share at the market price on the last day of each year reported. Dividends and distributions, if any, are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Fund’s dividend reinvestment plan. Total investment return does not reflect brokerage commissions or sales charges in connection with the purchase or sale of Fund shares.

(3) 

Calculated on the basis of income and expenses applicable to both common and preferred shares relative to average net assets of common shareholders.

(4) 

Interest expense relates to participation in the debt financing (See Note 8).

(5) 

Ratio of net expenses before interest expense and auction agent fees and commissions, was 1.39%, 1.36%, 1.39%, 1.24% and 1.30% for the years ended 2021, 2020, 2019, 2018 and 2017, respectively.

(6) 

Inclusive of tender offer expenses of 0.04%.

(7) 

Asset coverage per share is calculated by combining all preferred shares.

(8) 

Based on daily closing market prices.

 

See Notes to Financial Statements

 

67


Table of Contents

NOTES TO FINANCIAL STATEMENTS

FEBRUARY 28, 2021

 

Note 1. Organization

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund (“Artificial Intelligence & Technology Opportunities”), Virtus AllianzGI Convertible & Income 2024 Target Term Fund (“Convertible & Income 2024 Target Term”), Virtus AllianzGI Convertible & Income Fund (“Convertible & Income”) and Virtus AllianzGI Convertible & Income Fund II Fund (“Convertible & Income II”) (each, a “Fund” and, collectively, the “Funds”), were organized as Massachusetts business trusts on May 24, 2019, March 21, 2017, January 17, 2003 and April 22, 2003, respectively and accordingly follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 946 Financial Services – Investment Companies. Artificial Intelligence & Technology Opportunities, Convertible & Income 2024 Target Term, Convertible & Income and Convertible & Income II are each organized and registered as diversified, closed-end management investment companies under the Investment Company Act of 1940, as amended (the “1940 Act”), and the rules and regulations thereunder.

Each Fund has authorized an unlimited amount of common shares with $0.00001 par value.

Note 2. Significant Accounting Policies

The Funds are investment companies that follow the accounting and reporting guidance of ASC Topic 946 applicable to Investment Companies.

The following is a summary of significant accounting policies consistently followed by the Funds in the preparation of their financial statements. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affected the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates, and those differences could be significant.

 

  A.

Security Valuation

Starting February 1, 2021, concurrent with the change in adviser to Virtus Investment Advisers (as detailed in Note 4A), the Funds adopted valuation policies and procedures used by the other Virtus-sponsored registered Funds, which changes the pricing methodology for debt instruments and options

Each Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The Funds’ policy is to recognize transfers into or out of Level 3 at the end of the reporting period.

 

  •    Level 1 –

quoted prices in active markets for identical securities (security types generally include listed equities).

 

  •    Level 2 –

prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

 

  •    Level 3 –

prices determined using significant unobservable inputs (including the Valuation Committee’s own assumptions in determining the fair value of investments).

 

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A description of the valuation techniques applied to a Fund’s major categories of assets and liabilities measured at fair value on a recurring basis is as follows:

Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded or, if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity securities and private placements that are illiquid, or are internally fair valued by the Valuation Committee, are generally categorized as Level 3 in the hierarchy.

Certain non-U.S. securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that non-U.S. markets close (where the security is principally traded) and the time that a Fund calculates its net asset value (“NAV”) at the close of regular trading on the New York Stock Exchange (“NYSE”) (generally 4 p.m. Eastern time) that may impact the value of securities traded in these non-U.S. markets. In such cases, the Funds fair value non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the trading in the U.S. markets for investments such as ADRs, financial futures, Exchange-traded funds (“ETFs”), and certain indexes, as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.

Debt securities, including convertible bonds and restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For most bond types, the pricing service utilizes matrix pricing that considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type, activity of the underlying equities, and current day trade information, as well as dealer supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured debt instruments, such as mortgage-backed and asset-backed securities may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are internally fair valued by the Valuation Committee are generally categorized as Level 3 in the hierarchy.

Listed derivatives, such as options and futures, that are actively traded are valued at the last posted settlement price from the exchange where they are principally traded and are categorized as Level 1 in the hierarchy. Over-the-counter (“OTC”) derivative contracts, which include forward currency contracts, swaps, swaptions, options and equity linked instruments, are valued based on model prices provided by independent pricing services or from dealer quotes. Depending on the derivative type and the specific terms of the transaction, these models vary and include observable inputs in actively quoted markets including but not limited to: underlying reference entity details, indices, spreads, interest rates, yield curves, dividend and exchange rates. These instruments are generally categorized as Level 2 in the hierarchy. Centrally cleared swaps listed or traded on a bilateral or trade facility platform, such as a registered exchange, are valued at the last posted settlement price determined by the respective exchange. These securities are generally categorized as Level 2 within the hierarchy.

 

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Investments in open-end mutual funds are valued at NAV. Investments in closed-end funds and ETFs are valued as of the close of regular trading on the NYSE each business day. Each is categorized as Level 1 in the hierarchy.

A summary of the inputs used to value a Fund’s net assets by each major security type is disclosed at the end of the Schedule of Investments for each Fund. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

 

  B.

Security Transactions and Investment Income

Security transactions are recorded on the trade date. Realized gains and losses from the sale of securities are determined on the identified cost basis. Dividend income is recognized on the ex-dividend date or, in the case of certain foreign securities, as soon as a Fund is notified. Interest income is recorded on the accrual basis. Each Fund amortizes premiums and accretes discounts using the effective interest method. Premiums on callable debt securities are amortized to interest income to the earliest call date using the effective interest method. Conversion premium is not amortized.

Any distributions from underlying funds are recorded in accordance with the character of the distributions as designated by the underlying funds.

Dividend income from Real Estate Investment Trust (“REIT”) and Master Limited Partnership (“MLP”) investments is recorded using management’s estimate of the percentage of income included in distributions received from such investments based on historical information and other industry sources. The return of capital portion of the estimate is a reduction to investment income and a reduction in the cost basis of each investment which increases net realized gain (loss) and net change in unrealized appreciation (depreciation). If the return of capital distributions exceed their cost basis, the distributions are treated as realized gains. The actual amounts of income, return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.

 

  C.

Income Taxes

The Funds intend to distribute substantially all of their taxable income and capital gain, if any, and to comply with the other requirements of Subchapter M of the U.S. Internal Revenue Code of 1986, as amended, (the “Code”) applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is required. The Funds may be subject to excise tax based on distributions to shareholders.

Management of the Funds has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. Generally, the Funds’ income tax returns for the prior three years remain subject to examination by the applicable tax jurisdictions (with limited exceptions).

 

  D.

Distributions to Common Shareholders

The Funds declare distributions to common shareholders monthly. The Funds record dividends and distributions on the ex-dividend date. Distributions may represent earnings from net investment income, realized capital gains, or if necessary, return of capital. The amount of dividends from net investment income and distributions from net realized capital gains or return of capital is determined in accordance with U.S. federal income tax regulations, which may differ from U.S. GAAP.

 

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  E.

Convertible Securities

It is the Funds’ policy to invest a portion of their assets in convertible securities. Although convertible securities derive part of their value from that of the securities into which they are convertible, they are not considered derivative financial instruments. However, certain of the Funds’ investments in convertible securities include features which render them sensitive to price changes in their underlying securities. The value of structured/synthetic convertible securities can be affected by interest rate changes and credit risks of the issuer. Such securities may be structured in ways that limit their potential for capital appreciation and the entire value of the security may be at risk of loss depending on the performance of the underlying equity security. Consequently, the Funds are exposed to greater downside risk than traditional convertible securities, but typically still less than that of the underlying stock.

 

  F.

Senior Loans

The Funds may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. Senior loans are generally non-investment grade and often involve borrowers that are highly leveraged. The Funds may invest in obligations of borrowers who are in bankruptcy proceedings. Senior loans are typically senior in the corporate capital structure of the borrower. A loan is often administered by a bank or other financial institution (the “lender”) that acts as agent for all holders. The agent administers the terms of the loan, as specified in the senior loan. The Funds’ investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. When investing in loan participations, the Funds have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan participation and only upon receipt by the lender of payments from the borrower. The Funds generally have no right to enforce compliance with the terms of the senior loan with the borrower. As a result, the Funds may be subject to the credit risk of both the borrower and the lender that is selling the senior loan. When the Funds purchase assignments from lenders it acquires direct rights against the borrower on the loan.

The Funds may invest in multiple series or tranches of a loan, which may have varying terms and carry different associated risks. Senior loans may involve foreign borrowers and investments may be denominated in foreign currencies. Direct indebtedness of emerging countries involves a risk that the government entities responsible for the repayment of the debt may be unable, or unwilling, to pay the principal and interest when due.

The senior loans have floating rate loan interests which generally pay interest a rates that are periodically determined by reference to a base lending rate plus a premium. The base lending rates are generally LIBOR, the prime rate offered by one or more U.S. banks or the certificate of deposit rate. When a senior loan is purchased the Funds may pay an assignment fee. On an ongoing basis, the Funds may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a senior loan. Prepayment penalty fees are received upon the prepayment of a senior loan by a borrower. Prepayment penalty, facility, commitment, consent and amendment fees are recorded to income as earned or paid.

 

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  G.

Repurchase Agreements

The Funds are parties to Master Repurchase Agreements (“Master Repo Agreements”) with select counterparties. The Master Repo Agreements include provisions for initiation of repurchase transactions, income payments, events of default, and maintenance of collateral.

The Funds enter into transactions, under the Master Repo Agreements, with their custodian bank or securities brokerage firms whereby they purchase securities under agreements (i.e., repurchase agreements) to resell such securities at an agreed upon price and date. The Funds, through their custodian, take possession of securities collateralizing the repurchase agreement. Such agreements are carried at the contract amount in the financial statements, which is considered to represent fair value. The collateral that is pledged (i.e. the securities received by the Funds), which consists primarily of U.S. government obligations and asset-backed securities, is held by the custodian bank for the benefit of the Funds until the maturity of the repurchase agreement. Provisions of the repurchase agreements and the procedures adopted by the Funds require that the market value of the collateral, including accrued interest thereon, be sufficient in the event of default by the counterparty. If the counterparty defaults under the Master Repo Agreements and the value of the collateral declines or if the counterparty enters an insolvency proceeding, realization of the collateral by the Funds may be delayed or limited. The gross values are included in the Funds’ Schedules of Investments. As of February 28, 2021, the value of the related collateral exceeded the value of the repurchase agreements for each Fund.

 

  H.

Payment In-Kind

The Funds may invest in payment in-kind securities, which are debt or preferred stock securities that require or permit payment of interest in the form of additional securities. Payment in-kind securities allow the issuer to avoid or delay the need to generate cash to meet current interest payments and, as a result, may involve greater risk than securities that pay interest currently or in cash.

 

  H.

Restricted Securities

The Funds are permitted to invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult.

 

  I.

Expenses

Expenses incurred together by the Funds and other affiliated mutual funds are allocated in proportion to the net assets of each such fund, except where allocation of direct expenses to each fund or an alternative allocation method can be more appropriately used.

Note 3. Principal Risks

In the normal course of business, the Funds trade financial instruments and enter into financial transactions where risk of potential loss exists due to, among other things, changes

 

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in the market (market risk) or failure of the other party to a transaction to perform (counterparty risk). The Funds are also exposed to other risks such as, but not limited to, interest rate, credit and leverage risks.

Interest rate risk is the risk that fixed income securities’ valuations will change because of changes in interest rates. During periods of rising nominal interest rates, the values of fixed income instruments are generally expected to decline. Conversely, during periods of declining nominal interest rates, the values of fixed income instruments are generally expected to rise. To the extent that a Fund effectively has short positions with respect to fixed income instruments, the values of such short positions would generally be expected to rise when nominal interest rates rise and to decline when nominal interest rates decline. A nominal interest rate can be described as the sum of a real interest rate and an expected inflation rate. Fixed income securities with longer durations tend to be more sensitive to changes in interest rates, usually making them more volatile than securities with shorter durations. Duration is used primarily as a measure of the sensitivity of a fixed income security’s market price to interest rate (i.e., yield) movements. Interest rate changes can be sudden and unpredictable, and the Funds may lose money as a result of movements in interest rates. High-yield or junk bonds are subject to greater levels of credit and liquidity risk, may be speculative and may decline in value due to increase in interest rates or an issuer’s deterioration and/or default. The Funds may not be able to hedge against changes in interest rates or may choose not to do so for cost or other reasons. In addition, any hedges may not work as intended. The values of equity and other non-fixed income securities may also decline due to fluctuations in interest rates.

The Funds are exposed to credit risk, which is the risk of losing money if the issuer or guarantor of a fixed income security is unable or unwilling, or is perceived (whether by market participants, rating agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or to otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in credit ratings.

The market values of securities may decline due to general market conditions (market risk) which are not specifically related to a particular company, such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings, changes in interest or currency rates, adverse changes to credit markets or adverse investor sentiment. They may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. Equity securities and equity-related investments generally have greater market price volatility than fixed income securities, although under certain market conditions fixed income securities may have comparable or greater price volatility. Credit ratings downgrades may also negatively affect securities held by the Funds. Even when markets perform well, there is no assurance that the investments held by the Funds will increase in value along with the broader market. In addition, market risk includes the risk that local, regional or global events, including geopolitical and other events may disrupt the economy on a national or global level. For example, events such as war, acts of terrorism, the spread of infectious illness or other public health issues, recessions, or other events could have a significant impact on the economy or the markets for financial instruments and, as a result, could have a significant impact on a Fund and its investments. As a further example, an outbreak of respiratory disease caused by a novel coronavirus designated as COVID-19 was first detected in China in December 2019 and subsequently spread globally, being designated

 

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as a pandemic in early 2020. The transmission of COVID-19 and efforts to contain its spread have resulted in, among other things, border closings and other significant travel restrictions and disruptions; mandatory stay-at-home and work-from-home orders in numerous countries, including the United States; significant disruptions to business operations, supply chains and customer activity, as well as mandatory business closures; lower consumer demand for goods and services; event cancellations and restrictions; cancellations, reductions and other changes in services; significant challenges in healthcare service preparation and delivery; public gathering limitations and prolonged quarantines; and general concern and uncertainty. These effects have exacerbated the significant risks inherent in market investments, and the COVID-19 pandemic has already meaningfully disrupted the global economy and markets, causing market losses across a range of asset classes, as well as both heightened market volatility and increased illiquidity for trading. Although the long-term economic fallout of COVID-19 is difficult to predict, it has the potential to continue to have ongoing material adverse effects on the global economy, the economies of individual countries, and the financial performance of individual issuers, sectors, industries, asset classes, and markets in significant and unforeseen ways. Health crises caused by the outbreak of COVID-19 may also exacerbate other pre-existing political, social, economic, market and financial risks. The effects of the outbreak in developing or emerging market countries may be greater due to less established health care systems. The COVID-19 pandemic and its effects may be short term or may last for an extended period of time, and in either case could result in significant market volatility, exchange trading suspensions and closures, declines in global financial markets, higher default rates, and a substantial economic downturn or recession. Furthermore, the ability of the Investment Adviser or its affiliates to operate effectively, including the ability of personnel to function, communicate and travel to the extent necessary to carry out each Fund’s investment strategies and objectives, may be materially impaired. All of the foregoing could impair a Fund’s ability to maintain operational standards (such as with respect to satisfying redemption requests), providers, adversely affect the value and liquidity of each Fund’s investments, and negatively impact each Fund’s performance and your investment in the respective associated disruptions could impair the Fund’s ability to maintain operational standards, disrupt the operations of the Fund’s service providers, adversely affect the value and liquidity of the Fund’s investments, and negatively impact the Fund’s performance and your investment in the respective Fund.

The Funds are exposed to counterparty risk, or the risk that an institution or other entity with which the Funds have unsettled or open transactions will default. The potential loss to the Funds could exceed the value of the financial assets recorded in the Funds’ financial statements. Financial assets, which potentially expose the Funds to counterparty risk, consist principally of cash due from counterparties and investments. The Investment Manager seeks to minimize the Funds’ counterparty risk by performing reviews of each counterparty and by minimizing concentration of counterparty risk by undertaking transactions with multiple customers and counterparties on recognized and reputable exchanges. Delivery of securities sold is only made once the Funds have received payment. Payment is made on a purchase once the securities have been delivered by the counterparty. The trade will fail if either party fails to meet its obligation.

The Funds are exposed to risks associated with leverage. Leverage may cause the value of the Funds’ shares to be more volatile than if the Funds did not use leverage. This is because leverage tends to exaggerate the effect of any increase or decrease in the value of the Funds’ portfolio securities. The Funds may engage in transactions or purchase

 

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instruments that give rise to forms of leverage. In addition, to the extent the Funds employ leverage, dividend and interest costs on such leverage may not be recovered by any appreciation of the securities purchased with the leverage proceeds and could exceed the Funds’ investment returns, resulting in greater losses. As discussed further in Note 5, Convertible & Income and Convertible & Income II have auction-rate and cumulative preferred shares outstanding. As discussed further in Note 8 the Funds have entered into a liquidity facility. In connection with their use of leverage as well as their investment activities, the Funds may have exposure to the London Interbank Offered Rate (“LIBOR”). LIBOR is an average interest rate, determined by the ICE Benchmark Administration, that banks charge one another for the use of short-term money. The United Kingdom’s Financial Conduct Authority, which regulates LIBOR, has announced plans to phase out the use of LIBOR by the end of 2021. There remains uncertainty regarding the future utilization of LIBOR and the nature of any replacement rate, and any potential effects of the transition away from LIBOR on a Fund or on certain instruments in which a Fund invests are not known. However, subsequent announcements by the FCA, the LIBOR administrator and other regulators indicate that it is possible that certain LIBORs may continue beyond 2021 and certain of the most widely used LIBORs may continue until mid-2023. The unavailability of LIBOR may affect the value, liquidity or return on certain Fund investments and may result in costs in connection with closing out positions and entering into new trades.

The Funds may hold defaulted securities that may involve special considerations including bankruptcy proceedings, other regulatory and legal restrictions affecting the Funds’ ability to trade, and the availability of prices from independent pricing services or dealer quotations. Defaulted securities are often illiquid and may not be actively traded. Sale of securities in bankrupt companies at an acceptable price may be difficult and differences compared to the value of the securities used by the Funds could be material. A Fund may incur additional expenses to the extent it is required to seek recovery upon a portfolio security’s default in the payment of principal or interest. In any bankruptcy proceeding relating to a defaulted investment, a Fund may lose its entire investment or may be required to accept cash or securities with a value substantially less than its original investment

The preparation of the Funds’ financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires the Funds’ management to make estimates and assumptions that affect the reported amounts and disclosures in each Fund’s financial statements. Actual results could differ from those estimates.

Like many other companies, the Funds’ organizational documents provide that their officers (“Officers”) and the Board of Trustees of each Fund (together, the “Board”) are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, both in some of their principal service contracts and in the normal course of their business, the Funds enter into contracts that provide indemnifications to other parties for certain types of losses or liabilities. The Funds’ maximum exposure under these arrangements is unknown as this could involve future claims against the Funds.

Note 4. Investment Manager/Advisory Fees and Related Party Transactions

 

  A.

Investment Manager/Advisor

Allianz Global Investors U.S. LLC (“AllianzGI U.S.”) (“Investment Manager”) served as the Funds’ investment manager through January 31, 2021. AllianzGI U.S. is an indirect, wholly-owned subsidiary of PFP Holdings, Inc. and is a member of Munich-based

 

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Allianz Group. Effective February 1, 2021 (except for Artificial Intelligence & Technology Opportunities which received shareholder approval on February 25, 2021), following shareholder approval of new investment advisory agreements, Virtus Investment Advisers, Inc. (“VIA”) (“Adviser”), an indirect, wholly owned subsidiary of Virtus Investment Partners, Inc. (“Virtus”), became the Funds’ investment adviser and manages the Funds’ investment programs and general operations of the Funds, including oversight of the Funds’ subadviser. Effective February 1, 2021 (and February 26, 2021 for Artificial Intelligence & Technology Opportunities), AllianzGI U.S. became sole sub-adviser to these Funds.

As compensation for its services to the Funds, the Investment Manager/Adviser receives a fee, payable monthly, at an annual rate of 1.25% of Artificial Intelligence & Technology Opportunities average daily managed assets, an annual rate of 0.75% of average daily total managed assets of Convertible & Income 2024 Target Term, and an annual rate of 0.70% of Convertible & Income and Convertible & Income II’s average daily total managed assets. Total managed assets for Artificial Intelligence & Technology Opportunities and for Convertible & Income 2024 Target Term refer to the total assets of each Fund (including assets attributable to any borrowings, issued debt securities or preferred shares that may be outstanding, reverse repurchase agreements and dollar rolls) minus accrued liabilities (other than liabilities representing borrowings, issued debt securities, reverse repurchase agreements and dollar rolls). Total managed assets for Convertible & Income and Convertible & Income II refer to the total assets of the Fund (including any assets attributable to any Preferred Shares or other forms of leverage of the Fund that may be outstanding) minus accrued liabilities (other than liabilities representing leverage).

 

  B.

Administration Services

Effective February 1, 2021, Virtus Fund Services, LLC (“VFS”), an indirect, wholly-owned subsidiary of Virtus, serves as administrator to the Funds. For the services provided by the administrator under the Administration Agreement, the Funds pay the administrator an asset-based fee calculated on each Fund’s average daily Managed Assets. This fee is calculated daily and paid monthly.

From the period of February 1, 2021 through February 25, 2021, AllianzGI U.S. waived its management fee in an amount sufficient to offset this administration fee.

 

  C.

Expense Limitations

Effective February 1, 2021, (and February 26, 2021 for Artificial Intelligence & Technology Opportunities), concurrent with VIA becoming investment adviser of the Funds, VIA contractually agreed to limit each Fund’s annual total operating expenses, subject to the exceptions listed below, so that such expenses do not exceed, on an annualized basis, the following respective percentages of average daily net assets through February 1, 2023. Following the contractual period, VIA may discontinue these expense reimbursement arrangements at any time. The reimbursements are calculated daily and received monthly.

 

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Fund

    

Expense Limit

 
Artificial Intelligence & Technology Opportunities        0.09
Convertible & Income 2024 Target Term        0.19
Convertible & Income        0.13
Convertible & Income II        0.15

The exclusions include investment advisory fees paid to VIA, interest, any other fees or expenses relating to financial leverage, preferred shares (such as dividends on preferred shares, auction agent fees and commissions and rating agency fees) or borrowing (such as interest, commitment, amendment and renewal expenses on credit or redemption facilities), taxes, extraordinary, unusual or infrequently occurring expenses (such as litigation), costs related to share offerings, brokerage commissions, expenses incurred in connection with any merger or reorganization, underlying fund expenses and dividend expenses, if any.

 

  D.

Expense Recapture

Effective February 1, 2021, under certain conditions, the Adviser may recapture operating expenses reimbursed under these arrangements within three years after the date on which such amounts were incurred. A Fund must pay its ordinary expenses before the Adviser is entitled to any reimbursement and must remain in compliance with any applicable expense limitations or, if none, the expense limitation in effect at the time of the reimbursement. All or a portion of the following Adviser reimbursed expenses may be recaptured by the fiscal year ending:

 

Fund

    

Expiration 2024

 
Artificial Intelligence & Technology Opportunities      $ 94,371  
Convertible & Income 2024 Target Term      $ 25,004  
Convertible & Income      $ 106,841  
Convertible & Income II      $ 97,409  

 

  E.

Trustees’ Fees

For the period ended February 28, 2021, the following Funds incurred Trustees’ fees which are included in the Statements of Operations within the line item Trustees’ Fees and Expenses:

 

Fund

    

Trustees Fees

 
Artificial Intelligence & Technology Opportunities      $ 91,614  
Convertible & Income 2024 Target Term      $ 18,709  
Convertible & Income      $ 50,712  
Convertible & Income II      $ 38,292  

 

  F.

Trustee Deferred Compensation Plan

The Trustees do not currently receive any pension or retirement benefits from the Funds. In calendar year 2018 and certain prior periods, each of Convertible & Income 2024 Target Term, Convertible & Income and Convertible & Income II maintained a deferred compensation plan pursuant to which each Independent Trustee had the opportunity to elect not to receive all or a portion of his or her fees from the respective Fund on a current basis, but instead to receive in a subsequent period chosen by the

 

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Trustee an amount equal to the value of such compensation if such compensation had been invested in one or more series of Virtus Investment Trust (formerly known as Allianz Funds) and Virtus Strategy Trust (formerly known as Allianz Funds Multi-Strategy Trust) selected by the Independent Trustees from and after the normal payment dates for such compensation. The deferred compensation program was closed to new deferrals effective January 1, 2019, and all Trustee fees earned with respect to service in calendar year 2019 and 2020 were paid in cash, on a current basis. The Funds still have obligations with respect to Independent Trustee fees deferred in 2018 and in prior periods, and will continue to have such obligations until all deferred Trustee fees are paid out pursuant to the terms of the deferred compensation plan.

 

  G.

Investments in Affiliates

The Funds are permitted to purchase or sell securities from or to certain related affiliated funds under specified conditions outlined in procedures adopted by the Board. The procedures have been designed to ensure that any purchase or sale of securities by the Funds from or to another fund or portfolio that are, or could be, considered an affiliate by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers comply with Rule 17a-7 of the 1940 Act. Further, as defined under the procedures, each transaction is effected at the current market price.

During the period ended February 28, 2021, the Funds did not engage in Rule 17a-7 of the 1940 Act transactions.

An affiliated issuer includes any company in which a Fund held 5% or more of a company’s outstanding voting shares at any point during the fiscal year. The tables below represent transactions in and earnings from these affiliated issuers during the year ended February 28, 2021:

 

Convertible & Income:  
    Market Value
2/29/2020
    Purchases
at Cost
    Proceeds
from Sales
    Change in
Unrealized
Appreciation
(Depreciation)
    Market Value
2/28/2021
    Dividend
Income
    Shares as of
2/28/2021
    Net Realized
Gain (Loss)
 

CCF Holdings LLC Class A

  $ 6     $     $     $     $ 6     $       56,642     $  

CCF Holdings LLC Class B

    2                         2             21,429        

LiveStyle, Inc., Ser. B

    7,657,200                         7,657,200             76,572        

LiveStyle, Inc.

    9                   (8     1             90,407        
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $ 7,657,217     $     $     $ (8   $ 7,657,209     $       245,050     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

Convertible & Income II:  
    Market Value
2/29/2020
    Purchases
at Cost
    Proceeds
from Sales
    Change in
Unrealized
Appreciation
(Depreciation)
    Market Value
2/28/2021
    Dividend
Income
    Shares as of
2/28/2021
    Net Realized
Gain (Loss)
 

CCF Holdings LLC, Class B

  $ 2     $     $     $     $ 2     $     $ 21,429     $  

LiveStyle, Inc., Ser. B

    7,657,200                         7,657,200             76,572        

LiveStyle, Inc.

    9                   (8     1             90,407        
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Totals

  $ 7,657,211     $     $     $ (8   $ 7,657,203     $       188,408     $  
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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Note 5. Investments in Securities

For the year ended February 28, 2021, purchases and sales of investments, other than short-term securities were:

 

     Purchases        Sales  

Artificial Intelligence & Technology Opportunities

   $ 830,925,412        $ 863,322,344  

Convertible & Income 2024 Target Term

     234,451,566          255,327,823  

Convertible & Income

     584,879,808          657,258,678  

Convertible & Income II

     447,047,234          502,696,846  

Note 6. Income Tax Information

The tax character of dividends and distributions paid was:

 

 

       Year ended February 28, 2021        Year ended February 29, 2020  
       Ordinary
Income (1)
       Return of
Capital
       Ordinary
Income (1)
       Return of
Capital
 

Artificial Intelligence & Technology Opportunities

     $ 85,438,632                 $ 11,154,676           

Convertible & Income 2024 Target Term

       10,078,494                   10,077,871           

Convertible & Income

       34,489,987        $ 18,749,687          50,026,752        $ 20,275,298  

Convertible & Income II

       26,579,950          14,690,973          38,465,117          14,454,556  

 

  (1) 

Includes short-term capital gains, if any.

At February 28, 2021, the components of distributable earnings were:

 

                            Post-October
Capital
Loss (Gain)
 
    Ordinary
Income
    Long-Term
Capital Gain
    Capital Loss
Carryforwards
    Late Year
Ordinary
Loss(2)
    Long-Term  

Artificial Intelligence & Technology Opportunities

  $ 87,442,822     $ 21,606,004           $ 258,339        

Convertible & Income 2024 Target Term

    15,377,881                          

Convertible & Income

              $ 233,664,580           $ 199,770  

Convertible & Income II

                185,531,273              

 

  (2) 

Ordinary losses realized during the period January 1, 2021 through February 28, 2021, which the Funds elected to defer to the following taxable year pursuant to income tax regulations.

 

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NOTES TO FINANCIAL STATEMENTS (Continued)

FEBRUARY 28, 2021

 

As of February 28, 2021, certain Funds have capital loss carryovers available to offset future realized capital gains, if any, to the extent permitted by the Internal Revenue Code. Net capital losses are carried forward without expiration and generally retain their short-term and/or long-term tax character, as applicable. The Funds’ capital loss carryovers are as follows:

 

       No Expiration  
       Short-Term        Long-Term  
Convertible & Income      $ 47,379,408        $ 186,285,172  
Convertible & Income II        36,330,988          149,200,285  

For the year ended February 28, 2021, the Fund had capital loss carryforwards which were utilized as follows:

 

       Short-Term        Long-Term  
Convertible & Income      $ 30,166,843        $  
Convertible & Income II        22,759,231           

For financial reporting purposes, book basis capital accounts are adjusted to reflect the tax character of permanent book/tax differences. The reclassifications have no impact on the net assets or NAV of the Fund. As of February 28, 2021, the Funds recorded reclassifications to increase (decrease) the accounts as listed below:

 

    Undistributed
(Dividends in Excess
of) Net Investment
Income
    Accumulated Net
Realized Gain (Loss)
    Paid-in Capital
In Excess
of Par
    Unrealized
Appreciation
(Depreciation)
 

Artificial Intelligence & Technology Opportunities(a)(c)(d)(f)

  $ 2,741,465     $ (2,326,802   $ (414,663      

Convertible & Income 2024 Target Term(a)(b)(c)(d)

    3,644,492       (3,509,899     (134,593      

Convertible & Income(a)(b)(c)(e)

    2,974,730       (2,544,169         $ (430,561

Convertible & Income II(a)(b)(c)(e)

    2,144,229       (1,828,302           (315,927

These permanent “book-tax” differences were primarily attributable to:

 

  (a) 

Treatment of bond premium amortization

  (b) 

Reclassification of contingent debt/convertible securities income/gains

  (c) 

Section 305 sales adjustment

  (d) 

Non-deductible excise tax paid

  (e) 

Reclassifications related to investments in Real Estate Investment Trusts (REITs)

  (f) 

Net operating losses

 

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NOTES TO FINANCIAL STATEMENTS (Continued)

FEBRUARY 28, 2021

 

At February 28, 2021, the aggregate cost basis and gross unrealized appreciation (depreciation) of investments for federal income tax purposes were:

 

    Federal Tax
Cost Basis(3)
    Unrealized
Appreciation
    Unrealized
Depreciation
    Net Unrealized
Depreciation
 

Artificial Intelligence & Technology Opportunities

  $ 836,317,795     $
216,206,893
 
  $ 4,364,749     $ 211,842,144  

Convertible & Income 2024 Target Term

    265,215,428       8,508,458       6,176,733       2,331,725  

Convertible & Income

    871,345,043       137,352,928       56,277,165       81,075,763  

Convertible & Income II

    662,670,953       104,822,282       42,504,270       62,318,012  

 

  (3) 

Differences between book and tax cost basis were attributable to wash sale loss deferrals, Section 305 adjustments and the differing treatment of bond premium amortization.

Note 7. Auction-Rate Preferred Shares

Convertible & Income has 1,894 shares of Auction-Rate Preferred Shares Series A, 1,779 shares of Auction-Rate Preferred Shares Series B, 1,909 shares of Auction-Rate Preferred Shares Series C, 1,842 shares of Auction-Rate Preferred Shares Series D and 1,507 shares of Auction-Rate Preferred Shares Series E outstanding, each with a liquidation preference of $25,000 per share plus any accumulated, unpaid dividends.

Convertible & Income II has 1,296 shares of Auction-Rate Preferred Shares Series A, 1,512 shares of Auction-Rate Preferred Shares Series B, 1,239 shares of Auction-Rate Preferred Shares Series C, 1,156 shares of Auction-Rate Preferred Shares Series D and 1,298 shares of Auction-Rate Preferred Shares Series E outstanding, each with a liquidation preference of $25,000 per share plus any accumulated, unpaid dividends.

Dividends on the Auction-Rate Preferred Shares are accumulated daily at an annual rate that is typically re-set every seven days. Distributions of net realized capital gains, if any, are paid annually.

For the year ended February 28, 2021, the annualized dividend rates paid with respect to the Auction-Rate Preferred shares of Convertible & Income and Convertible & Income II ranged from:

 

     High     Low     At February 28,
2021
 

Series A

     2.357     0.060     0.140

Series B

     2.357     0.075     0.140

Series C

     2.342     0.075     0.140

Series D

     1.637     0.060     0.140

Series E

     1.607     0.060     0.120

Convertible & Income and Convertible & Income II are subject to certain limitations and restrictions while Auction-Rate Preferred Shares are outstanding. Failure to comply with these limitations and restrictions could preclude the Funds from declaring or paying any dividends or distributions to common shareholders or repurchasing common shares and/or could trigger the mandatory redemption of Auction-Rate Preferred Shares at their liquidation preference plus any accumulated, unpaid dividends.

Auction-Rate Preferred shareholders, who are entitled to one vote per share, generally vote together with the common shareholders but vote separately as a class to elect two Trustees

 

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NOTES TO FINANCIAL STATEMENTS (Continued)

FEBRUARY 28, 2021

 

and on certain matters affecting the rights of the Auction-Rate Preferred Shares. On matters where preferred shareholders vote separately from common shareholders, including the election of the preferred shares trustees, preferred shareholders are entitled to one vote per $25.00 in liquidation preference per share.

Since mid-February 2008, holders of auction-rate preferred shares (“ARPS”) issued by the Funds have been directly impacted by a lack of liquidity, which has similarly affected ARPS holders in many of the nation’s closed-end funds. Since then, regularly scheduled auctions for the ARPS issued by the Funds have consistently “failed” because of insufficient demand (bids to buy shares) to meet the supply (shares offered for sale) at each auction.

In a failed auction, ARPS holders cannot sell all, and may not be able to sell any, of their shares tendered for sale. While repeated auction failures have affected the liquidity for ARPS, they do not constitute a default or automatically alter the credit quality of the ARPS, and ARPS holders have continued to receive dividends at the defined “maximum rate”, which for the Funds is equal to the 7-day “AA” Composite Commercial Paper Rate multiplied by a minimum of 150%, from March 1, 2020 to July 19, 2020 and by a minimum of 200% from July 20, 2020 to February 28, 2021 depending on the credit rating of the ARPS. The maximum rate is a function of short-term interest rates and typically higher than the rate that would have otherwise been set through a successful auction.

On July 20, 2020, Moody’s Investors Service downgraded each Fund’s ARPS ratings to A1 from Aa3. As a result, the applicable multiplier for calculating the maximum rate increased from 150% to 200% beginning on that date. If the Funds’ ARPS continue to fail and the “maximum rate” payable on the ARPS rises as result of changes in short-term interest rates, returns for the Funds’ common shareholders could be adversely affected.

Note 8. Liquidity Facility

Each of Artificial Intelligence & Technology Opportunities, Convertible & Income 2024 Target Term, Convertible & Income and Convertible & Income II has entered into a liquidity facility (each an “SSB Facility” and together the “SSB Facilities”) with State Street Bank & Trust Company (“State Street”). The Funds pledge their assets as collateral to secure obligations under the SSB Facilities. The Funds retain the risks and rewards of the ownership of assets pledged to secure obligations under the SSB Facilities. As part of the SSB Facilities, the Funds make assets available for securities lending transactions with State Street acting as the Funds’ authorized agent for these transactions. All transactions initiated through State Street are required to be secured with cash collateral received from the securities borrower (the “Borrower”). Securities lending transactions will be secured with cash collateral in amounts no less than 100% of the market value of the securities utilized in these transactions. Cash received by State Street from securities lending is credited against borrowings under the SSB Facilities. Upon return of securities by the Borrower, State Street will return the cash collateral to the Borrower, as applicable, which will eliminate the credit against the borrowings and will cause the draw-downs under the SSB Facilities to increase by the amounts returned. Borrowing fees on the loaned securities are retained by State Street.

State Street indemnifies the Funds for certain losses that may arise if the Borrower fails to return securities when due. With respect to securities lending transactions, upon a default of the securities borrower, State Street uses the collateral received from the Borrower to purchase replacement securities of the same issue, type, class and series. If such collateral is insufficient, the purchase of replacement securities is made at State Street’s sole cost and expense. Although the risk of the loss of the securities is mitigated by receiving collateral

 

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NOTES TO FINANCIAL STATEMENTS (Continued)

FEBRUARY 28, 2021

 

from the Borrower and through State Street indemnification, the Funds could experience a delay in recovering securities or could experience a lower than expected return if the Borrower fails to return the securities on a timely basis.

State Street may fund drawdowns under a State Street Facility through reverse repurchase agreements in a manner and on terms that are substantially similar to the securities loans described above. None of the Funds’ borrowings during the reporting period were funded though reverse repurchase agreements. At February 28, 2021, the maximum capital commitment amounts under the respective SSB Facilities were $125,000,000, $71,000,000, $34,000,000 and $0, respectively, for Artificial Intelligence & Technology Opportunities, Convertible & Income 2024 Target Term, Convertible & Income and Convertible & Income II. Interest on amounts drawn under each SSB Facility is charged at a daily rate equal to the U.S. 3-month LIBOR rate plus 0.55%, with a commitment fee of 0.15% payable on the maximum capital commitment amount less the amount drawn in any month when the amount drawn is less than 85% of the commitment amount on any day. At February 28, 2021, the Artificial Intelligence & Technology Opportunities, Convertible & Income 2024 Target Term and Convertible & Income had borrowings outstanding under the SSB Facilities totaling $30,000,000, $69,700,000 and $28,851,500, respectively, which are shown in the Statements of Assets and Liabilities as Loan Payable. Convertible & Income II did not have borrowings outstanding at February 28, 2021. The interest rate charged at February 28, 2021, was 0.74%. During the year ended February 28, 2021 when the Funds had outstanding borrowings, the weighted average daily balances outstanding for Artificial Intelligence & Technology Opportunities, Convertible & Income 2024 Target Term and Convertible & Income were $30,000,000, $69,700,000 and $28,851,500, respectively, at the weighted average interest rate, including commitment fees, of 0.773%, 0.950%, 0.950%, respectively. Loan interest expense of $128,923, $677,574, and $280,474, respectively, are included in the Funds’ Statements of Operations.

As of February 28, 2021, Artificial Intelligence & Technology Opportunities, Convertible & Income 2024 Term and Convertible & Income used approximately $18,380,941, $41,754,405 and $24,334,709, respectively, of the cash collateral received from the Liquidity Facility to credit against borrowings under the SSB Facilities, representing 1.75%, 15.5% and 2.5% of managed assets, respectively. Cash and securities purchased with cash received through the SSB Facility are included in cash and investment line items per the Statements of Assets and Liabilities. As of February 28, 2021, $18,417,779, $40,887,965 and $24,043,613 of securities were on loan, respectively, under the SSB Facilities for Artificial Intelligence & Technology Opportunities, Convertible & Income 2024 Target Term and Convertible & Income. These amounts are reflected on the Statements of Assets and Liabilities in Investments, at value. Each Fund may terminate its SSB Facility with 60 days’ notice. If certain asset coverage and collateral requirements, or other covenants are not met, an SSB Facility could be deemed in default and result in termination. Absent a default or facility termination event, State Street is required to provide a Fund with 360 days’ notice prior to terminating such Fund’s SSB Facility.

Note 9. Common Shares Issued

During the fiscal period ended February 29, 2020, Artificial Intelligence & Technology Opportunities issued 30,750,000 common shares in its initial public offering. An additional 2,068,135 shares were issued in connection with the exercise of the underwriters’ over-allotment option. These shares were all issued at the $20.00 per share public offering price. The Investment Manager agreed to pay all offering costs associated with the public offering.

 

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NOTES TO FINANCIAL STATEMENTS (Continued)

FEBRUARY 28, 2021

 

Each of Convertible & Income and Convertible & Income II has a currently effective “shelf” registration statement pursuant to which it may offer, from time to time in one or more offerings, up to $120 million (in the case of Convertible & Income) and $90 million (in the case of Convertible & Income II) in common shares on terms to be determined at the time of the offering. The Board has also approved underwriting arrangements for such potential offerings. However, as of the date of this prospectus, neither Fund had initiated such an offering and it is uncertain whether or when either Fund will proceed with such an offering. Convertible & Income and Convertible & Income II both incurred deferred offering costs related to the offering, which, if any, will be charged to capital upon the completion of the offering or charged to expense if the offering is not completed.

Note 10. Cumulative Preferred Shares

On September 11, 2018, Convertible & Income II issued 4,360,000 shares of 5.50% Series A Cumulative Preferred Shares with an aggregate liquidation value of $109,000,000 (“NCZ Series A Preferred Shares”). The shares are perpetual, non-callable for a period of five years and have a liquidation preference of $25.00 per share. Commencing September 11, 2023, and thereafter, to the extent permitted by the 1940 Act, and Massachusetts law, Convertible & Income II may at any time, upon notice of redemption, redeem the NCZ Series A Preferred Shares in whole or in part at the liquidation preference per share plus accumulated unpaid dividends through the date of redemption. Dividends are paid at an annual rate of 5.50% on a quarterly basis, and commenced on October 1, 2018, with the first such payment pro-rated from the date of issuance. The Series A Cumulative Preferred Shares of Convertible & Income II received a long-term rating of “AAA” from Fitch Ratings. (“Fitch Ratings”).

On September 20, 2018, Convertible & Income issued 4,000,000 shares of 5.625% Series A Cumulative Preferred Shares with an aggregate liquidation value of $100,000,000 (“NCV Series A Preferred Shares”). The shares are perpetual, non-callable for a period of five years and have a liquidation preference of $25.00 per share. Commencing September 20, 2023, and thereafter, to the extent permitted by the 1940 Act, and Massachusetts law, Convertible & Income may at any time, upon notice of redemption, redeem the NCV Series A Preferred Shares in whole or in part at the liquidation preference per share plus accumulated unpaid dividends through the date of redemption. Dividends are paid at an annual rate of 5.625% on a quarterly basis, and commenced on October 1, 2018, with the first such payment pro-rated from the date of issuance. The Series A Cumulative Preferred Shares of Convertible & Income received a long-term rating of “AAA” from Fitch Ratings. Fitch Ratings downgraded the Cumulative Preferred Shares of each Fund from “AAA” to “AA” on May 14, 2020.

On December 16, 2020, the Board of Trustees of the Convertible & Income and Convertible & Income II approved a Repurchase Plan (“Repurchase Plan”) with respect to the outstanding series A cumulative preferred shares (“CPS”) issued by the Funds. Each Fund has access to a short-term revolving credit facility (as outlined in Note 8). Pursuant to the Repurchase Plan, the Funds would repurchase its CPS in the open market on any trading day when (i) a Fund’s CPS are trading at a market price at or below their liquidation preference ($25.00 per share), provided the current rate of interest on its State Street Credit Facility is less than or equal to 5.00% or (ii) a Fund’s CPS are trading at a market price which represents a premium of up to 1.00% above their liquidation preference (up to $25.25) provided the current rate of interest on its State Street Credit Facility is less than or equal to 3.00% for Convertible & Income or less than or equal to 2.75% for Convertible &

 

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NOTES TO FINANCIAL STATEMENTS (Continued)

FEBRUARY 28, 2021

 

Income II, subject, in each case, to the terms and conditions of the Repurchase Plan and input from the portfolio management team as to market conditions and other factors. Any repurchases will be made consistently with the requirements of Rule 10b-18 under the Securities Exchange Act of 1934, as amended. On each day that shares are repurchased under the Repurchase Plan, a Fund may repurchase its shares in an amount up to 25% of the average daily trading volume of the CPS over the trailing four week period. It is currently expected that each Fund would borrow under its respective State Street Credit Facility to replace any leverage reduced through the Repurchase Plan.

Note 11. Significant Account Holder

From time to time, a Fund may have a concentration of shareholders, which may include the Investment Manager or affiliates of the Investment Manager, holding a significant percentage of shares outstanding. Investment activities of these shareholders could have a material impact on a Fund. At February 28, 2021, Louisiana Workers Co., Fidelity National Financial Inc. and America Financial Life & Annuity Insurance Co. each held 5% or more of cumulative preferred shares of Convertible & Income. At February 28, 2021, Fidelity National Financial Inc. held 5% or more of cumulative preferred shares of Convertible & Income II.

Note 12. Indemnifications

Under the Funds’ organizational documents, the Trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts that provide a variety of indemnifications to other parties. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds and that have not occurred. However, the Funds have not had prior claims or losses pursuant to these arrangements and expect the risk of loss to be remote.

Note 13. Regulatory Matters and Litigation

From time to time, the Funds, the Adviser, the subadvisers, and/or their respective affiliates may be involved in litigation and arbitration as well as examinations and investigations by various regulatory bodies, including the SEC, involving compliance with, among other things, securities laws, client investment guidelines, and laws and regulations affecting their activities. At this time, the Funds and the Adviser believe that the outcomes of such matters are not likely, either individually, or in the aggregate, to be material to these financial statements.

Note 14. Recent Accounting Pronouncements

In March 2020, the FASB issued Accounting Standards Update No. 2020-04 (“ASU 2020-04”), Reference Rate Reform (Topic 848) – Facilitation of the Effective of Reference Rate Reform on Financial Reporting. The amendments in ASU 2020-04 provide optional temporary financial reporting relief from the effect of certain types of contract modifications due to the planned discontinuation of LIBOR and other interbank-offered based reference rates as of the end of 2021. ASU 2020-04 is effective for certain reference rate-related contract modifications that occur during the period March 12, 2020 through December 31, 2022. Management is currently evaluating the impact, if any, of applying ASU 2020-04.

 

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NOTES TO FINANCIAL STATEMENTS (Continued)

FEBRUARY 28, 2021

 

Note 15. Subsequent Events

Management has evaluated the impact of all subsequent events on the Funds through the date the financial statements were available for issuance, and has determined that the following are the only subsequent events requiring recognition or disclosure in these statements.

On March 1, 2021 the following monthly dividends were declared to common shareholders, payable April 1, 2021 to common shareholders of record on March 11, 2021:

 

Artificial Intelligence & Technology Opportunities

   $0.1250 per common share

Convertible & Income 2024 Target Term

   $0.0460 per common share

Convertible & Income

   $0.0425 per common share

Convertible & Income II

   $0.0375 per common share

On March 1, 2021 the following monthly dividends were declared to cumulative preferred shareholders, payable March 31, 2021 to shareholders of record on March 11, 2021:

 

Convertible & Income    $0.3515625 per share
Convertible & Income II    $0.34375 per share

On December 4, 2020, Fitch Ratings published revised closed-end fund obligations ratings criteria, which included new, lower ratings caps for closed-end funds (the “New Ratings Criteria”). In connection with the New Ratings Criteria, on March 23, 2021, the Board approved, effective upon Fitch Ratings’ rating of the ARPS and/or Cumulative Preferred Shares, as applicable, pursuant to the New Ratings Criteria: (i) the New Ratings Criteria as the operative Fitch Ratings criteria with respect to Convertible & Income II’s ARPS and Convertible & Income’s and Convertible & Income II’s outstanding Cumulative Preferred Shares, and associated amendments to each Fund’s Bylaws, and (ii) a related amendment to Convertible & Income II’s Bylaws that will modify a financial covenant to conform with the New Ratings Criteria.

On April 1, 2021 the following monthly dividends were declared to common shareholders, payable May 3, 2021 to common shareholders of record on April 12, 2021:

 

Artificial Intelligence & Technology Opportunities

   $0.1250 per common share

Convertible & Income 2024 Target Term

   $0.0460 per common share

Convertible & Income

   $0.0425 per common share

Convertible & Income II

   $0.0375 per common share

 

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Report of Independent Registered Public

Accounting Firm

To the Board of Trustees and Shareholders of Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, Virtus AllianzGI Convertible & Income 2024 Target Term Fund, Virtus AllianzGI Convertible & Income Fund, and Virtus AllianzGI Convertible & Income Fund II

Opinions on the Financial Statements

We have audited the accompanying statements of assets and liabilities, including the schedules of investments, of each of the funds indicated in the table below (hereafter collectively referred to as the “Funds”) as of February 28, 2021, the related statements of operations, statement of cash flows of Virtus AllianzGI Convertible & Income 2024 Target Term Fund, and of changes in net assets for each of the periods indicated in the table below, including the related notes, and the financial highlights for each of the periods indicated therein (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the Funds as of February 28, 2021, the results of each of their operations, cash flows of Virtus AllianzGI Convertible & Income 2024 Target Term Fund, and changes in each of their net assets for each of the periods indicated in the table below, and each of the financial highlights for each of the periods indicated therein, in conformity with accounting principles generally accepted in the United States of America.

 

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund   Statement of operations for the year ended February 28, 2021 and statements of changes in net assets for the year ended February 28, 2021 and the period October 31, 2019 (commencement of operations) through February 29, 2020
Virtus AllianzGI Convertible & Income 2024 Target Term Fund   Statement of operations and statement of cash flows for the year ended February 28, 2021, and statements of changes in net assets for each of the years ended February 28, 2021 and February 29, 2020

Virtus AllianzGI Convertible & Income Fund

 

Virtus AllianzGI Convertible & Income Fund II

  Statements of operations for the year ended February 28, 2021 and statements of changes in net assets for each of the years ended February 28, 2021 and February 29, 2020

Basis for Opinions

These financial statements are the responsibility of the Funds’ management. Our responsibility is to express an opinion on the Funds’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Funds in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of February 28, 2021 by correspondence with the custodian, transfer agent, agent banks, and brokers; when replies were not received from brokers, we

 

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performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinions.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

April 28, 2021

We have served as the auditor of one or more closed-end investment companies affiliated with Virtus Investment Partners, Inc. or its predecessors since at least 1990. We have not been able to determine the specific year we began serving as auditor.

 

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FEDERAL INCOME TAX INFORMATION (Unaudited)

FEBRUARY 28, 2021

 

As required by the Internal Revenue Code, shareholders must be notified regarding certain tax attributes of distributions made by each Fund.

The following percentages of ordinary dividends paid during the fiscal year ended February 28, 2021, are designated as “qualified dividend income” (or the maximum amount allowable):

 

Artificial Intelligence & Technology Opportunities      3.99%  
Convertible & Income 2024 Target Term      0.00%  
Convertible & Income      25.29%  
Convertible & Income II      25.00%  

Corporate shareholders are generally entitled to take the dividend received deduction on the portion of a Fund’s dividend distribution that qualifies under tax law.

The percentage of the following Funds’ ordinary income dividends paid during the fiscal year ended February 28, 2021, that qualify for the corporate dividend received deduction is set below

(or the maximum amount allowable):

 

Artificial Intelligence & Technology Opportunities        3.75%  
Convertible & Income 2024 Target Term        0.00%  
Convertible & Income        24.98%  
Convertible & Income II        24.69%  

In early 2022, shareholders will be advised on IRS Form 1099 DIV as to the federal tax status of dividends and distributions received during calendar 2021. The amount that will be reported will be the amount to use on the shareholders’ 2021 federal income tax return. Shareholders are advised to consult their tax advisers as to the federal, state and local tax status of the dividend income received from the Funds.

 

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VIRTUS ALLIANZGI ARTIFICIAL INTELLIGENCE & TECHNOLOGY OPPORTUNITIES FUND

INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited)

 

Investment Objective: The Fund’s investment objective is to provide total return through a combination of current income, current gains and long-term capital appreciation.

Principal Strategies: Under normal market conditions, the Fund seeks to achieve its investment objective by investing across the capital structure in companies across a broad range of industries and technologies positioned to benefit from the evolution and disruptive power of artificial intelligence and other new technologies. The Fund seeks to invest in companies, across a wide range of industries and market capitalizations, that produce, design or market artificial intelligence technologies or other new technologies, use artificial intelligence or other new technologies in their product development or operations or are expected to benefit significantly from artificial intelligence or other new technologies and related developments.

Under normal market conditions, the Fund seeks to achieve its investment objective by investing in a combination of convertible securities, equity securities, and debt and other income-producing instruments. The Fund attempts to reduce the risk of capital loss through, among other things, independent credit analysis focused on downgrade and default risks and the implementation of a clearly defined sell discipline strategy. The Fund normally does not invest more than 20% of its managed assets in income producing securities (such limit does not apply to convertible securities).

The Fund normally invests at least 80% of its net assets (plus any borrowings for investment purposes) in a combination of securities issued by artificial intelligence companies and in other companies that stand to benefit from artificial intelligence and other technology opportunities. The Fund considers artificial intelligence to mean the use of systems or other technologies able to either perform tasks that normally involve human intelligence, such as visual perception, speech recognition and decision-making, or leverage data-driven insights to deliver new solutions.

Under normal circumstances, at least 15% of the Fund’s net assets (plus any borrowings for investment purposes) are invested in artificial intelligence companies. The Fund normally invests at least 30% of its managed assets in convertible securities. The Fund does not normally invest more than 20% of its managed assets in high yield securities (such limit does not apply to convertible securities). The Fund normally invests at least 30% of its managed assets in equity securities. The Fund does not normally invest more than 30% of its managed assets in securities of foreign issuers.

Leverage. The Fund currently does, but is not required to, maintain leverage in the form of indebtedness.

Principal Risks:

Artificial Intelligence-Related Companies: Companies involved in, or exposed to, artificial intelligence-related businesses may have limited product lines, markets, financial resources and/or personnel. These companies typically face intense competition and potentially rapid product obsolescence and depend significantly on consumer preference and demand. These companies are also heavily dependent on intellectual property rights and may be adversely impacted by the loss or impairment of such rights. There can be no assurance that these companies will be able to successfully protect their intellectual property rights to prevent the misappropriation of their technology or that competitors will not develop technology that is substantially similar or superior to their technology. Legal and regulatory changes, particularly those related to information privacy and data protection, may have a negative impact on an artificial intelligence company’s

 

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products or services. Artificial intelligence companies often spend significant amounts of resources on research and development, and there is no guarantee that the products or services they produce will be successful. Artificial intelligence companies, especially smaller companies, tend to be more volatile than companies that do not rely heavily on technology. The artificial intelligence companies in which the Fund may invest may not be identified by or widely known for any particular artificial intelligence product or service, but rather use artificial intelligence in their product development or deployment or are expected to benefit substantially from artificial intelligence and related developments.

Technology-Related: Funds that make significant investments in the technology sectors will be subject to risks particularly affecting technology or technology-related companies, such as the risks of short product cycles and rapid obsolescence of products and services, competition from new and existing companies, significant losses and/or limited earnings, security price volatility, limited operating histories and management experience, and patent and other intellectual property considerations.

Convertible Securities: A convertible security may be called for redemption at a time and price unfavorable to the Fund. The value of a convertible security may decline as interest rates rise and/or vary with fluctuations in the market value of the underlying securities. Convertible securities have general characteristics similar to both debt securities and equity securities and may give rise to the associated risks.

Credit: There is a risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Debt instruments rated below investment-grade are especially susceptible to this risk.

Interest Rate: The values of debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instrument’s value usually will not affect the amount of interest income paid to the Fund, but will affect the value of the Fund’s shares. Interest rate risk is generally greater for investments with longer maturities. Certain instruments pay interest at variable or floating rates. Variable rate instruments reset at specified intervals, while floating rate instruments reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the instrument. However, some instruments do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these instruments may fluctuate significantly when interest rates change.

Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.

Leverage: When the Fund uses leverage through activities such as borrowing, the Fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities that exceeds the net assets of the Fund. The value of the shares of the Fund will be more volatile and sensitive to market movements as a result of its use of leverage. Leverage may also involve the creation of a liability that requires the Fund to pay interest.

 

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INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited) (Continued)

 

Limited Term: The Fund will terminate on or around October 29, 2031 absent Trustee and shareholder approval to amend the limited term provision of the Fund’s Amended and Restated Agreement and Declaration of Trust, as provided therein. As the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money.

Equity Securities: Generally, prices of equity securities are more volatile than those of fixed income securities. The prices of equity securities will rise and fall in response to a number of different factors. In particular, equity securities will respond to events that affect entire financial markets or industries (such as changes in inflation or consumer demand) and to events that affect particular issuers (such as news about the success or failure of a new product). Equity securities also are subject to “stock market risk,” meaning that stock prices in general may decline over short or extended periods of time. When the value of the stocks held by the Fund goes down, the net asset value of the Fund’s shares will be affected.

Sector Focused Investing: Events negatively affecting a particular market sector in which the portfolio focuses its investments may cause the value of the portfolio to decrease.

Market Volatility: The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. The value of a security or other instrument may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other instrument, or factors that affect a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments. An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. This coronavirus has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.

Closed-End Fund: Because the Fund is a closed-end fund, its shares may trade at a discount or premium from their net asset values, which may affect whether an investor will realize gains or losses. The Fund may also employ leverage, which may increase volatility.

No Guarantee: There is no guarantee that the Fund will meet its objective.

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME 2024 TARGET TERM FUND

INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited)

 

Investment Objective: The Fund’s investment objectives are to provide a high level of income and to return at least $9.835 per common share (the original net asset value per common share before deducting offering costs of $0.02 per share) to holders of common shares on or about September 1, 2024.

Principal Strategies: The Fund normally invests at least 80% of its managed assets in a diversified portfolio of convertible securities and income-producing debt instruments. A portion of the Fund’s income-producing debt instruments are expected to consist of high yield securities (sometimes referred to as “high yield” or “junk” securities), which are securities that are, at the time of investment, rated below investment grade (below Baa3 by Moody’s Investors Service, Inc. or below BBB- by either S&P Global Rating Services or Fitch Ratings Inc.) or that are unrated but determined by AllianzGI U.S.to be of comparable quality. In addition, a portion of the Fund’s income-producing debt instruments generally are expected to consist of senior secured loans.

Under normal market conditions, the Fund will seek to achieve its investment objectives by investing in a diversified portfolio of high yield securities, convertible securities and other income-producing debt instruments, including senior secured loans, primarily of U.S. issuers. The allocation of the Fund’s investments between these asset classes will vary from time to time, based upon the portfolio managers’ assessment of economic conditions and market factors, such that one asset class may be more heavily weighted in the Fund’s portfolio than the other class at any time and from time to time, and sometimes to a substantial extent. The Fund attempts to reduce the risk of capital loss through, among other things, internally generated credit analysis focused on downgrade and default risks and the implementation of a clearly defined sell discipline strategy.

Under normal circumstances, the Fund does not invest more than 30% of its managed assets in securities of non-U.S. issuers, including no more than 20% of its managed assets in securities of emerging markets issuers.

Under normal circumstances, the Fund may invest up to 30% of its managed assets in senior secured loans and other types of loans, loan assignments and loan participations, as measured at the time of investment.

Under normal circumstances, the Fund’s exposure to derivatives used for non-hedging purposes is limited to 20% of its managed assets.

Leverage. The Fund currently does, but is not required to, maintain leverage in the form of indebtedness.

Principal Risks:

Convertible Securities: A convertible security may be called for redemption at a time and price unfavorable to the Fund. The value of a convertible security may decline as interest rates rise and/or vary with fluctuations in the market value of the underlying securities. Convertible securities have general characteristics similar to both debt securities and equity securities and may give rise to the associated risks.

High Yield Fixed Income Securities: Securities rated below the four highest rating categories of a nationally recognized statistical rating organization, may be known as “high-yield” securities and commonly referred to as “junk bonds.” The highest of the ratings among these nationally recognized statistical rating organizations is used to determine the security’s classification. Such

 

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INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited) (Continued)

 

securities entail greater price volatility and credit and interest rate risk than investment-grade securities. Analysis of the creditworthiness of high-yield/high-risk issuers is more complex than for higher-rated securities, making it more difficult for the Fund’s subadviser to accurately predict risk. There is a greater risk with high-yield/high-risk fixed income securities that an issuer will not be able to make principal and interest payments when due. If the Fund pursues missed payments, there is a risk that the Fund’s expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative.

Leverage: When the Fund uses leverage through activities such as borrowing, the Fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities that exceeds the net assets of the Fund. The value of the shares of the Fund will be more volatile and sensitive to market movements as a result of its use of leverage. Leverage may also involve the creation of a liability that requires the Fund to pay interest.

Limited Term: The Fund will terminate on or around September 1, 2024 absent Trustee and shareholder approval to amend the limited term provision of the Fund’s Amended and Restated Agreement and Declaration of Trust, as provided therein. As the assets of the Fund will be liquidated in connection with its termination, the Fund may be required to sell portfolio securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Fund to lose money.

Credit: There is a risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Debt instruments rated below investment-grade are especially susceptible to this risk.

Interest Rate: The values of debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instrument’s value usually will not affect the amount of interest income paid to the Fund, but will affect the value of the Fund’s shares. Interest rate risk is generally greater for investments with longer maturities. Certain instruments pay interest at variable or floating rates. Variable rate instruments reset at specified intervals, while floating rate instruments reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the instrument. However, some instruments do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these instruments may fluctuate significantly when interest rates change.

Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.

Bank Loans: Loans may be unsecured or not fully collateralized, may be subject to restrictions on resale and/or trade infrequently on the secondary market. Loans are subject to credit and call risk, may be difficult to value, and have longer settlement times than other investments, which can make loans relatively illiquid at times.

 

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INVESTMENT OBJECTIVES, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited) (Continued)

 

Market Volatility: The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. The value of a security or other instrument may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other instrument, or factors that affect a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments. An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. This coronavirus has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.

Closed-End Fund: Because the Fund is a closed-end fund, its shares may trade at a discount or premium from their net asset values, which may affect whether an investor will realize gains or losses. The Fund may also employ leverage, which may increase volatility.

No Guarantee: There is no guarantee that the Fund will meet its objective.

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND

INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited)

 

Investment Objective: The Fund’s investment objective is to provide total return through a combination of capital appreciation and high current income.

Principal Strategies: In selecting investments for the Fund, AllianzGI U.S. attempts to identify issuers that successfully adapt to change. AllianzGI U.S. uses traditional credit analysis combined with a disciplined, fundamental bottom-up research process that facilitates the early identification of issuers demonstrating an ability to improve their fundamental characteristics. AllianzGI U.S. attempts to identify potential investments that it expects will exceed minimum credit statistics and exhibit the highest visibility of future expected operating performance. AllianzGI U.S.’s sell discipline is clearly defined and designed to drive the Fund’s portfolio continually toward strength, taking into account factors such as a change in credit fundamentals, a decline in attractiveness relative to other securities and a decline in industry fundamentals.

Under normal circumstances, the Fund will invest at least 80% of its total assets in a diversified portfolio of convertible securities and non-convertible income-producing securities. The portion of the Fund’s assets invested in convertible securities, on the one hand, and non-convertible income-producing securities, on the other, will vary from time to time consistent with the Fund’s investment objective, although the Fund will normally invest at least 50% of its total assets in convertible securities.

The Fund may invest up to 20% of its total assets in securities other than convertible securities and non-convertible income-producing securities.

The Fund may invest up to 20% of its total assets in U.S. dollar-denominated securities of foreign issuers based in developed countries.

Leverage. The Fund currently does, but is not required to, maintain leverage in the form of auction-rate preferred shares, cumulative preferred shares and indebtedness.

Principal Risks:

Convertible Securities: A convertible security may be called for redemption at a time and price unfavorable to the Fund. The value of a convertible security may decline as interest rates rise and/or vary with fluctuations in the market value of the underlying securities. Convertible securities have general characteristics similar to both debt securities and equity securities and may give rise to the associated risks.

Leverage: When the Fund uses leverage through activities such as borrowing, the Fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities that exceeds the net assets of the Fund. The value of the shares of the Fund will be more volatile and sensitive to market movements as a result of its use of leverage. Leverage may also involve the creation of a liability that requires the Fund to pay interest.

Preferred Stocks: Preferred stocks may decline in price, fail to pay dividends, or be illiquid. Because they often lack a fixed maturity or redemption date, preferred stocks are likely to fluctuate substantially in price when interest rates change.

Credit: There is a risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Debt instruments rated below investment-grade are especially susceptible to this risk.

Interest Rate: The values of debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments,

 

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INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited) (Continued)

 

and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instrument’s value usually will not affect the amount of interest income paid to the Fund, but will affect the value of the Fund’s shares. Interest rate risk is generally greater for investments with longer maturities. Certain instruments pay interest at variable or floating rates. Variable rate instruments reset at specified intervals, while floating rate instruments reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the instrument. However, some instruments do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these instruments may fluctuate significantly when interest rates change.

Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.

High Yield Fixed Income Securities: Securities rated below the four highest rating categories of a nationally recognized statistical rating organization, may be known as “high-yield” securities and commonly referred to as “junk bonds.” The highest of the ratings among these nationally recognized statistical rating organizations is used to determine the security’s classification. Such securities entail greater price volatility and credit and interest rate risk than investment-grade securities. Analysis of the creditworthiness of high-yield/high-risk issuers is more complex than for higher-rated securities, making it more difficult for the Fund’s subadviser to accurately predict risk. There is a greater risk with high-yield/high-risk fixed income securities that an issuer will not be able to make principal and interest payments when due. If the Fund pursues missed payments, there is a risk that the Fund’s expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative.

Market Volatility: The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. The value of a security or other instrument may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other instrument, or factors that affect a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments. An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. This coronavirus has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in

 

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INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited) (Continued)

 

certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.

Closed-End Fund: Because the Fund is a closed-end fund, its shares may trade at a discount or premium from their net asset values, which may affect whether an investor will realize gains or losses. The Fund may also employ leverage, which may increase volatility.

No Guarantee: There is no guarantee that the Fund will meet its objective.

 

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VIRTUS ALLIANZGI CONVERTIBLE & INCOME FUND II

INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited)

 

Investment Objective: The Fund’s investment objective is to provide total return through a combination of capital appreciation and high current income.

Principal Strategies: In selecting investments for the Fund, AllianzGI U.S. attempts to identify issuers that successfully adapt to change. AllianzGI U.S. uses traditional credit analysis combined with a disciplined, fundamental bottom-up research process that facilitates the early identification of issuers demonstrating an ability to improve their fundamental characteristics. AllianzGI U.S. attempts to identify potential investments that it expects will exceed minimum credit statistics and exhibit the highest visibility of future expected operating performance. AllianzGI U.S.’s sell discipline is clearly defined and designed to drive the Fund’s portfolio continually toward strength, taking into account factors such as a change in credit fundamentals, a decline in attractiveness relative to other securities and a decline in industry fundamentals.

Under normal circumstances, the Fund will invest at least 80% of its total assets in a diversified portfolio of convertible securities and non-convertible income-producing securities. The portion of the Fund’s assets invested in convertible securities, on the one hand, and non-convertible income-producing securities, on the other, will vary from time to time consistent with the Fund’s investment objective, although the Fund will normally invest at least 50% of its total assets in convertible securities.

The Fund may invest up to 20% of its total assets in securities other than convertible securities and non-convertible income-producing securities.

The Fund may invest up to 20% of its total assets in U.S. dollar-denominated securities of foreign issuers based in developed countries.

Leverage. The Fund currently does, but is not required to, maintain leverage in the form of auction-rate preferred shares and cumulative preferred shares.

Principal Risks:

Convertible Securities: A convertible security may be called for redemption at a time and price unfavorable to the Fund. The value of a convertible security may decline as interest rates rise and/or vary with fluctuations in the market value of the underlying securities. Convertible securities have general characteristics similar to both debt securities and equity securities and may give rise to the associated risks.

Leverage: When the Fund uses leverage through activities such as borrowing, the Fund has the risk of magnified capital losses that occur when losses affect an asset base, enlarged by borrowings or the creation of liabilities that exceeds the net assets of the Fund. The value of the shares of the Fund will be more volatile and sensitive to market movements as a result of its use of leverage. Leverage may also involve the creation of a liability that requires the Fund to pay interest.

Preferred Stocks: Preferred stocks may decline in price, fail to pay dividends, or be illiquid. Because they often lack a fixed maturity or redemption date, preferred stocks are likely to fluctuate substantially in price when interest rates change.

Credit: There is a risk that the issuer of a security will fail to pay interest or principal in a timely manner, or that negative perceptions of the issuer’s ability to make such payments will cause the price of the security to decline. Debt instruments rated below investment-grade are especially susceptible to this risk.

 

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INVESTMENT OBJECTIVE, PRINCIPAL STRATEGIES AND PRINCIPAL RISKS (Unaudited) (Continued)

 

Interest Rate: The values of debt instruments usually rise and fall in response to changes in interest rates. Declining interest rates generally increase the value of existing debt instruments, and rising interest rates generally decrease the value of existing debt instruments. Changes in a debt instrument’s value usually will not affect the amount of interest income paid to the Fund, but will affect the value of the Fund’s shares. Interest rate risk is generally greater for investments with longer maturities. Certain instruments pay interest at variable or floating rates. Variable rate instruments reset at specified intervals, while floating rate instruments reset whenever there is a change in a specified index rate. In most cases, these reset provisions reduce the effect of changes in market interest rates on the value of the instrument. However, some instruments do not track the underlying index directly, but reset based on formulas that can produce an effect similar to leveraging; others may also provide for interest payments that vary inversely with market rates. The market prices of these instruments may fluctuate significantly when interest rates change.

Some investments give the issuer the option to call or redeem an investment before its maturity date. If an issuer calls or redeems an investment during a time of declining interest rates, the Fund might have to reinvest the proceeds in an investment offering a lower yield, and therefore it might not benefit from any increase in value as a result of declining interest rates.

High Yield Fixed Income Securities: Securities rated below the four highest rating categories of a nationally recognized statistical rating organization, may be known as “high-yield” securities and commonly referred to as “junk bonds.” The highest of the ratings among these nationally recognized statistical rating organizations is used to determine the security’s classification. Such securities entail greater price volatility and credit and interest rate risk than investment-grade securities. Analysis of the creditworthiness of high-yield/high-risk issuers is more complex than for higher-rated securities, making it more difficult for the Fund’s subadviser to accurately predict risk. There is a greater risk with high-yield/high-risk fixed income securities that an issuer will not be able to make principal and interest payments when due. If the Fund pursues missed payments, there is a risk that the Fund’s expenses could increase. In addition, lower-rated securities may not trade as often and may be less liquid than higher-rated securities, especially during periods of economic uncertainty or change. As a result of all of these factors, these bonds are generally considered to be speculative.

Market Volatility: The Fund could lose money over short periods due to short-term market movements and over longer periods during more prolonged market downturns. The value of a security or other instrument may decline due to changes in general market conditions, economic trends or events that are not specifically related to the issuer of the security or other instrument, or factors that affect a particular issuer or issuers, country, group of countries, region, market, industry, group of industries, sector or asset class. During a general market downturn, multiple asset classes may be negatively affected. Changes in market conditions and interest rates generally do not have the same impact on all types of securities and instruments. An outbreak of infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now been detected globally. This coronavirus has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, disruption of and delays in healthcare service preparation and delivery, prolonged quarantines, cancellations, supply chain disruptions, and lower consumer demand, as well as general concern and uncertainty. The impact of COVID-19, and other infectious illness outbreaks that may arise in the future, could adversely affect the economies of many nations or the entire global economy, individual issuers and capital markets in ways that cannot necessarily be foreseen. In addition, the impact of infectious illnesses in emerging market countries may be

 

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greater due to generally less established healthcare systems. Public health crises caused by the COVID-19 outbreak may exacerbate other pre-existing political, social and economic risks in certain countries or globally. The duration of the COVID-19 outbreak and its effects cannot be determined with certainty.

Closed-End Fund: Because the Fund is a closed-end fund, its shares may trade at a discount or premium from their net asset values, which may affect whether an investor will realize gains or losses. The Fund may also employ leverage, which may increase volatility.

No Guarantee: There is no guarantee that the Fund will meet its objective.

 

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CHANGES TO THE BOARD OF TRUSTEES (Unaudited)

Effective February 1, 2021, George Aylward was appointed as a Class III Trustee of Artificial Intelligence & Technology Opportunities, as a Class III Trustee of Convertible & Income 2024 Target Term and as a Class II Trustee of each of Convertible & Income and Convertible & Income II. Mr. Aylward is an “interested person” of the Funds, as defined in Section 2(a)(19) of the 1940 Act, due to his positions with the Investment Manager and its affiliates.

Effective February 1, 2021, Philip R. McLoughlin was appointed as a Class II Trustee of Artificial Intelligence & Technology Opportunities and as a Class I Trustee of Convertible & Income II, and as an advisory Trustee of each of Convertible & Income 2024 Target Term and Convertible & Income. Mr. McLoughlin is not an “interested person” of the Funds, as defined in Section 2(a)(19) of the 1940 Act.

Effective February 1, 2021, Mr. Brian T. Zino was appointed as advisory Trustee of each of Artificial Intelligence & Technology Opportunities, Convertible & Income 2024 Target Term, Convertible & Income and Convertible & Income II. Mr. Zino is not an “interested person” of the Funds, as defined in Section 2(a)(19) of the 1940 Act.

 

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SHAREHOLDER MEETING RESULTS (Unaudited) (Continued)

RESULTS OF SPECIAL SHAREHOLDER MEETING

 

At a special meeting of shareholders of Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund (known at the time as AllianzGI Artificial Intelligence & Technology Opportunities Fund), Virtus AllianzGI Convertible & Income Fund (known at the time as AllianzGI Convertible & Income Fund) and Virtus AllianzGI Convertible & Income Fund II (known at the time as AllianzGI Convertible & Income Fund II), Virtus AllianzGI Convertible & Income 2024 Target Term Fund (known at the time as AllianzGI Convertible & Income 2024 Target Term Fund) (together, the “Funds”), each a series of Virtus Investment Trust, held on November 24, 2020 (for Virtus AllianzGI Convertible & Income Fund II and Virtus AllianzGI Convertible & Income 2024 Target Term), December 23, 2020 (for Virtus AllianzGI Convertible & Income Fund) or February 25, 2021 (for Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund) shareholders voted on the following proposals:

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund (known at the time as AllianzGI Artificial Intelligence & Technology Opportunities)

 

    

VOTES FOR

  

VOTES AGAINST

  

ABSTAIN

Proposal 1: To approve a new investment advisory agreement between the Fund and Virtus.   

14,670,490

85.30% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

378,097

2.20% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

2,149,780

12.50% of Shares Voted, with more than 50% of the Shares present or represented by proxy

Proposal 2: To approve a new subadvisory agreement by and among the Fund, Virtus and AllianzGI U.S.   

14,541,204

84.55% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

391,200

2.27% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

2,265,966

13.18% of Shares Voted, with more than 50% of the Shares present or represented by proxy

Virtus AllianzGI Convertible & Income Fund (known at the time AllianzGI Convertible & Income)

 

    

VOTES FOR

  

VOTES AGAINST

  

ABSTAIN

Proposal 1: To approve a new investment advisory agreement between the Fund and Virtus.   

39,735,562

83.32% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

2,132,570

2.26% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

5,821,011

12.21% of Shares Voted, with more than 50% of the Shares present or represented by proxy

Proposal 2: To approve a new subadvisory agreement by and among the Fund, Virtus and AllianzGI U.S.   

39,652,533

83.15% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

2,221,668

2.35% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

5,814,942

12.19% of Shares Voted, with more than 50% of the Shares present or represented by proxy

 

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SHAREHOLDER MEETING RESULTS (Unaudited) (Continued)

RESULTS OF SPECIAL SHAREHOLDER MEETING

 

Virtus AllianzGI Convertible & Income Fund II (known at the time as AllianzGI Convertible & Income II)

 

    

VOTES FOR

  

VOTES AGAINST

  

ABSTAIN

Proposal 1: To approve a new investment advisory agreement between the Fund and Virtus.   

34,797,030

81.85% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

2,652,581

6.24% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

5,063,377

11.91% of Shares Voted, with more than 50% of the Shares present or represented by proxy

Proposal 2: To approve a new subadvisory agreement by and among the Fund, Virtus and AllianzGI U.S.   

34,801,024

81.86% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

2,635,901

6.20% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

5,076,063

11.94% of Shares Voted, with more than 50% of the Shares present or represented by proxy

Virtus AllianzGI Convertible & Income 2024 Target Term Fund (known at the time as AllianzGI Convertible & Income 2024 Target Term Fund)

 

    

VOTES FOR

  

VOTES AGAINST

  

ABSTAIN

Proposal 1: To approve a new investment advisory agreement between the Fund and Virtus.   

7,640,678

82.54% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

329,078

3.56% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

1,286,811

13.90% of Shares Voted, with more than 50% of the Shares present or represented by proxy

Proposal 2: To approve a new subadvisory agreement by and among the Fund, Virtus and AllianzGI U.S.   

7,612,909

82.24% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

334,243

3.61% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

1,309,415

14.15% of Shares Voted, with more than 50% of the Shares present or represented by proxy

 

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SHAREHOLDER MEETING RESULTS (Unaudited) (Continued)

RESULTS OF SPECIAL SHAREHOLDER MEETING

 

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund (known at the time as AllianzGI Artificial Intelligence & Technology Opportunities Fund)

 

    

VOTES FOR

  

VOTES AGAINST

  

ABSTAIN

Proposal 1: To approve a new investment advisory agreement between the Fund and Virtus.   

14,670,490

85.30% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

378,097

2.20% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

2,149,780

12.50% of Shares Voted, with more than 50% of the Shares present or represented by proxy

Proposal 2: To approve a new subadvisory agreement by and among the Fund, Virtus and AllianzGI U.S.   

14,541,204

84.55% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

391,200

2.27% of Shares Voted, with more than 50% of the Shares present or represented by proxy

  

2,265,966

13.18% of Shares Voted, with more than 50% of the Shares present or represented by proxy

 

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CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES OF THE FUNDS (Unaudited)

 

At meetings held on August 20 and August 27, 2020 by the Contracts Committee (the “Committee”) of the Boards of Trustees of the Funds (the “Boards”), the Trustees who are not interested persons of the Funds as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (such Act, the “1940 Act” and such Trustees, the “Independent Trustees”) considered proposed advisory and subadvisory agreements in connection with the proposed strategic partnership between Allianz Global Investors U.S. LLC (“AllianzGI U.S.”), the then-current investment adviser to each Fund, and Virtus Investment Partners, Inc. (together with its affiliates, “Virtus”), pursuant to which Virtus companies would become, subject to certain shareholder approvals and additional terms and conditions, the investment adviser and administrator for the Funds (the “Transition”). In addition, in connection with the Transition, AllianzGI U.S. would continue to provide portfolio management services in a sub-advisory capacity for Virtus AllianzGI Diversified Income & Convertible Fund, Virtus AllianzGI Equity & Convertible Income Fund and a portion of the assets of Virtus Dividend, Interest & Premium Strategy Fund, and NFJ Investment Group LLC, a newly-formed affiliate of Virtus (the “Virtus Value Equity Subadviser”), would sub-advise a sleeve of the portfolio of Virtus Dividend, Interest & Premium Strategy Fund. On August 31, 2020, the Boards approved advisory agreements between each Fund and Virtus Investment Advisers, Inc. (“VIA”) (the “Advisory Agreements”) and subadvisory agreements between VIA and AllianzGI U.S. or the Virtus Value Equity Subadviser (the “Subadvisory Agreements”, and together with the Advisory Agreements, the “Agreements”), as further discussed below.

In evaluating the Agreements, the Independent Trustees considered how the Transition was expected to 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 planned to propose to eliminate any Funds, and whether there were 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 would be no changes planned to the 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 would be equal to or lower than total expenses prior to the Transition for at least two years following the effective date of the Transition.

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/or the Virtus Value Equity Subadviser, as applicable; and (2) the fairness of the Agreements.

Nature, Extent and Quality of Services

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 affiliates in providing administrative and other services, including its oversight of third-party service providers; (4) the quality of the services provided by Virtus affiliates to the Virtus funds and the performance history and third-party rankings of those funds; (5) Virtus’ risk management program, including with respect to enterprise, operational and other risks; and (6) Virtus’ representations regarding the soundness of Virtus’ financial condition and its relationship to a large financial services enterprise.

 

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CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES OF THE FUNDS (Unaudited) (Continued)

 

Fairness

With respect to the fairness of the Agreements, the Independent Trustees considered the following, among other matters: (1) the projected profitability of Virtus affiliates from their potential relationship with each Fund; (2) the projected profitability of AllianzGI U.S. and the Virtus Value Equity Subadviser, 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 the Virtus Value Equity Subadviser with the Funds, such as reputational value derived from serving as the adviser or subadviser to the Funds, as applicable. 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.

Other Factors

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 a 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:

 

  (1)

the terms of the proposed new investment advisory agreements for the Funds (together, the “Proposed Investment Advisory Agreements”) are substantially similar in all material respects to those of the Funds’ investment management agreements with AllianzGI U.S., which were approved by the Boards and Independent Trustees on June 25, 2020 (together, the “Prior IMAs”);

 

  (2)

the various potential benefits of the Transition to the shareholders of each Fund;

 

  (3)

the investment and performance oversight process used by Virtus under its multi-manager model under which it contracts with and oversees affiliated and unaffiliated subadvisers, and its ability to adequately and effectively oversee and perform due diligence on those subadvisers, including AllianzGI U.S. and the Virtus Value Equity Subadviser;

 

  (4)

the structure of the Virtus Value Equity Subadviser as an affiliated manager of Virtus and its access to resources, including Virtus’ investment oversight capabilities, trading and compliance infrastructure;

 

  (5)

the compliance history of Virtus and AllianzGI U.S. and their respective compliance programs, including Virtus’ oversight of the compliance programs of the subadvisers it employs;

 

  (6)

the adequacy of Virtus’ resources to service the Funds, as compared with the resources of AllianzGI U.S., including Virtus’ resources with respect to its investment oversight, legal, compliance, valuation, fund administration and accounting functions, and its commitment to add additional resources to support those areas as necessary with the addition of the Funds to the Virtus fund complex, in connection with and following the Transition;

 

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CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES OF THE FUNDS (Unaudited) (Continued)

 

  (7)

the experience of Virtus in managing leverage for open-end and closed-end funds, including its experience with the related compliance issues and testing involved in managing leverage as well as Virtus’ experience dealing with activists in the closed-end funds that they currently manage or have managed;

 

  (8)

the impact on the continued use of leverage on the Funds’ advisory fees which are based on total managed assets and the inherent conflicts involved with the use of leverage;

 

  (9)

there would be no proposed changes to each Fund’s principal investment objectives and strategies as a direct result of the Transition;

 

  (10)

the performance of the Funds relative to comparable funds and unmanaged indices, as reviewed during the Boards’ 2020 annual Section 15(c) renewal process;

 

  (11)

the continuity of the portfolio managers for each of the Funds, the representations from Virtus to AllianzGI U.S. as to the length and terms of the sub-advisory relationship as reflected in the strategic partnership agreement between AllianzGI U.S. and Virtus (the “Strategic Partnership Agreement”), and any impact of the subadvisory arrangements on the retention of those portfolio managers by AllianzGI U.S. or the Virtus Value Equity Subadviser;

 

  (12)

the advisory fees under the Proposed Investment Advisory Agreements are identical to those paid under the Prior IMAs;

 

  (13)

information provided by AllianzGI U.S. and Virtus regarding the fees and expense ratios of the Funds relative to comparable funds, as reviewed during the Boards’ 2020 annual Section 15(c) renewal process;

 

  (14)

the fees and expense ratios of any funds or accounts managed by AllianzGI U.S. or Virtus (if any) using a comparable investment strategy to those of the Funds;

 

  (15)

the reasonableness of the proposed “fee split” in the advisory and subadvisory fees, including whether the split in the fee appropriately reflects the services provided by Virtus on the one hand, and the services that would be provided by AllianzGI U.S. or the Virtus Value Equity Subadviser, on the other, and whether the fee split could provide an incentive for Virtus to replace AllianzGI U.S. with an affiliated manager;

 

  (16)

that Virtus has 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 net total expenses prior to the Transition for at least two years following the Transition, although the Independent Trustees noted that total operating expenses could increase after that date unless the expense limitation agreement is continued;

 

  (17)

the ability to spread fixed costs over a large combined asset base among the funds in the Virtus fund complex, which has the potential to result in a reduction in the per share expenses paid by shareholders of each Fund over the longer term;

 

  (18)

the commitment of Virtus and AllianzGI U.S. to pay the expenses of each Fund associated with the Transition, including all legal expenses associated with the Transition and the Boards’ approval of the Agreements, as well as the expenses associated with the proxy solicitation, so that shareholders of the Funds would not have to bear any such expenses;

 

  (19)

the possible benefits that may be realized by each Fund and by Virtus, AllianzGI U.S. and Virtus Value Equity Subadviser as a result of the Transition, including certain payouts to AllianzGI U.S. based on a percentage of the net management fees of certain Funds, as reflected in the Strategic Partnership Agreement;

 

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CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS BY THE BOARD OF TRUSTEES OF THE FUNDS (Unaudited) (Continued)

 

  (20)

AllianzGI U.S.’s communication to the Boards that it is exiting the U.S. fund business (except as a subadviser) and has entered into the Strategic Partnership Agreement with Virtus;

 

  (21)

any impact on Virtus or AllianzGI U.S. or their operations related to the COVID-19 pandemic and the resulting market volatility and the functioning of their business continuity during this time;

 

  (22)

Virtus’ experience with other similar fund adoptions and the related transitions;

 

  (23)

compensation expected to be paid by the Funds to Virtus affiliates for other services;

 

  (24)

that other proposed changes to the Funds’ other service providers were not expected to result in any diminution in the quality or extent of the services as compared with the services provided to each Fund and its shareholders prior to the Transition;

 

  (25)

that all of the Independent Trustees would (a) remain on the Boards of each Fund in order to maintain the continuity and historical knowledge of the Boards with respect to AllianzGI U.S., the individual Fund strategies, and the portfolio managers of each Fund, among other matters; and (b) three of the Independent Trustees would, subject to required approvals, be proposed for nomination to the boards of trustees of the open-end funds and certain closed-end funds in the Virtus fund complex in order to realize administrative and cost efficiencies involved with having one unified, integrated board with one set of board meetings as requested and recommended by Virtus and AllianzGI U.S. as part of their strategic alliance; and

 

  (26)

the commitment from Virtus and AllianzGI U.S. that they would refrain from imposing or seeking to impose, for a period of two years after the Transition, any “unfair burden” within the meaning of Section 15(f) of the 1940 Act on the Funds.

Conclusion

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, as applicable, taking into account Virtus’ agreement to continue existing expense limitations for at least a two-year period following the Transition. 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 Fund and its shareholders, and determined to recommend that the Agreements be submitted for approval by Fund shareholders.

 

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PRIVACY POLICY (Unaudited)

 

LOGO

     03/2021  

 

FACTS   

WHAT DO VIRTUS CLOSED END FUNDS DO WITH YOUR PERSONAL INFORMATION?

 

 
Why?    Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

 

 
What?   

The types of personal information we collect and share depend on the product or service you

 

> your social security number and address

> the number of shares you own (if you hold shares in certificated form)

> the number of shares you own in the automatic reinvestment plan (“DRIP”) (if you participate in the DRIP)

> your withdrawals or sales of shares held in the DRIP (if you withdraw from the DRIP)

 

When you are no longer our customer, we continue to share your information as described in this notice.

 

 
How?    All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons Virtus Closed End Funds (“CEF”) chooses to share; and whether you can limit this sharing.

 

     
Reasons we can share your personal information    Does Virtus share?    Can you limit this sharing?

For our everyday business purposes —

such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus

   Yes    No

For our marketing purposes —

to offer our products and services to you

   No    We don’t share
For joint marketing with other financial companies    No    We don’t share

For our affiliates’ everyday business purposes —

information about your creditworthiness

   No    We don’t share
For nonaffiliates to market to you    No    We don’t share

 

Questions?    Call 800-254-5197 or closedendfunds@virtus.com

 

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Who we are
Who is providing this notice?   

Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund

Virtus AllianzGI Convertible & Income 2024 Target Term Fund

Virtus AllianzGI Convertible & Income Fund

Virtus AllianzGI Convertible & Income Fund II

Virtus AllianzGI Diversified Income & Convertible Fund

Virtus AllianzGI Equity & Convertible Income Fund

Virtus Dividend, Interest & Premium Strategy Fund

What we do

How does Virtus CEF

protect my personal information?

   To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.
How does Virtus CEF collect my personal information?   

We collect your personal information, for example, when you or your broker

 

> provide information to us or our transfer agent

> enroll in the DRIP

> automatically reinvest dividends through the DRIP

> withdraw from the DRIP

Why can’t I limit all sharing?   

Federal law gives you the right to limit only

 

>  sharing for affiliates’ everyday business purposes — information about your creditworthiness

> affiliates from using your information to market to you

> sharing for nonaffiliates to market to you

 

State laws and individual companies may give you additional rights to limit sharing.

Definitions
Affiliates   

Companies related by common ownership or control. They can be financial and nonfinancial companies.

 

> Virtus CEF do not share with our affiliates.

Nonaffiliates   

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

 

>  Virtus CEF do not share with nonaffiliates so they can market to you.

Joint marketing   

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

 

> Virtus CEF do not jointly market.

 

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DIVIDEND REINVESTMENT PLAN (Unaudited)

Each Fund has adopted a Dividend Reinvestment Plan (the “Plan”) which allows common shareholders to reinvest Fund distributions in additional common shares of the Fund. American Stock Transfer & Trust Company, LLC (the “Plan Agent”) serves as agent for common shareholders in administering the Plan. It is important to note that participation in the Plan and automatic reinvestment of Fund distributions does not ensure a profit, nor does it protect against losses in a declining market.

Automatic enrollment/voluntary participation.

Under the Plan, common shareholders whose shares are registered with the Plan Agent (“registered shareholders”) are automatically enrolled as participants in the Plan and will have all Fund distributions of income, capital gains and returns of capital (together, “distributions”) reinvested by the Plan Agent in additional common shares of the Funds, unless the shareholder elects to receive cash. Registered shareholders who elect not to participate in the Plan will receive all distributions in cash paid by check and mailed directly to the shareholder of record (or if the shares are held in street or other nominee name, to the nominee) by the Plan Agent. Participation in the Plan is voluntary. Participants may terminate or resume their enrollment in the Plan at any time without penalty by notifying the Plan Agent online at www.amstock.com, by calling (800) 254-5197, by writing to the Plan Agent, American Stock Transfer & Trust Company, LLC, at P.O. Box 922, Wall Street Station, New York, NY 10269-0560, or, as applicable, by completing and returning the transaction form attached to the Plan statement. A proper notification will be effective immediately and apply to the Funds’ next distribution if received by the Plan Agent at least three (3) days prior to the record date for the distribution; otherwise, a notification will be effective shortly following the Funds’ next succeeding distribution thereafter. If you withdraw from the Plan and so request, the Plan Agent will arrange for the sale of your shares and send you the proceeds, minus a transaction fee and brokerage commissions.

How shares are purchased under the Plan.

For each Fund distribution, the Plan Agent will acquire common shares for participants either (i) through receipt of newly issued common shares from the Fund (“newly issued shares”) or (ii) by purchasing common shares of the Fund on the open market (“open market purchases”). If, on a distribution payment date, the net asset value per common share of the Funds (“NAV”) is equal to or less than the market price per common share plus estimated brokerage commissions (often referred to as a “market premium”), the Plan Agent will invest the distribution amount on behalf of participants in newly issued shares at a price equal to the greater of (i) NAV or (ii) 95% of the market price per common share on the payment date. If the NAV is greater than the market price per common share plus estimated brokerage commissions (often referred to as a “market discount”) on a distribution payment date, the Plan Agent will instead attempt to invest the distribution amount through open market purchases. If the Plan Agent is unable to invest the full distribution amount in open market purchases, or if the market discount shifts to a market premium during the purchase period, the Plan Agent will invest any un-invested portion of the distribution in newly issued shares at a price equal to the greater of (i) NAV or (ii) 95% of the market price per share as of the last business day immediately prior to the purchase date (which, in either case, may be a price greater or lesser than the NAV per common shares on the distribution payment date). No interest will be paid on distributions awaiting reinvestment. Under the Plan, the market price of common shares on a particular date is the last sales price on the exchange where the shares are listed on that date or, if there is no sale on the exchange on that date, the mean between the closing bid and asked quotations for the shares on the exchange on that date. The NAV per common share on a particular date is the amount calculated on that date (normally at the close of regular trading on the New York Stock Exchange) in accordance with the Funds’ then current policies.

 

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DIVIDEND REINVESTMENT PLAN (Unaudited) (Continued)

 

Fees and expenses.

No brokerage charges are imposed on reinvestments in newly issued shares under the Plan. However, all participants will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open market purchases. There are currently no direct service charges imposed on participants in the Plan, although the Funds reserve the right to amend the Plan to include such charges. The Plan Agent imposes a transaction fee (in addition to brokerage commissions that are incurred) if it arranges for the sale of your common shares held under the Plan.

Shares held through nominees.

In the case of a registered shareholder such as a broker, bank or other nominee (together, a “nominee”) that holds common shares for others who are the beneficial owners, the Plan Agent will administer the Plan on the basis of the number of common shares certified by the nominee/record stockholder as representing the total amount registered in such shareholder’s name and held for the account of beneficial owners who are to participate in the Plan. If your common shares are held through a nominee and are not registered with the Plan Agent, neither you nor the nominee will be participants in or have distributions reinvested under the Plan. If you are a beneficial owner of common shares and wish to participate in the Plan, and your nominee is unable or unwilling to become a registered shareholder and a Plan participant on your behalf, you may request that your nominee arrange to have all or a portion of your shares re-registered with the Plan Agent in your name so that you may be enrolled as a participant in the Plan. Please contact your nominee for details or for other possible alternatives. Participants whose shares are registered with the Plan Agent in the name of one nominee firm may not be able to transfer the shares to another firm and continue to participate in the Plan.

Tax consequences.

Automatically reinvested dividends and distributions are taxed in the same manner as cash dividends and distributions – i.e., automatic reinvestment in additional shares does not relieve stockholders of, or defer the need to pay, any income tax that may be payable (or that is required to be withheld) on Fund dividends and distributions. The Fund and the Plan Agent reserve the right to amend or terminate the Plan. Additional information about the Plan, as well as a copy of the full Plan itself, may be obtained from the Plan Agent, American Stock Transfer & Trust Company, LLC, at P.O. Box 922, Wall Street Station, New York, NY 10269-0560; telephone number: (800) 254-5197; website: www.amstock.com.

 

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BOARD OF TRUSTEES (Unaudited)

Independent Trustees(1)

 

Name and
Year  of
Birth
 

Term of

Office and

Length of

Time
Served

  Principal Occupation(s)
During the Past 5 Years
 

Number
of

Funds in

Fund
Complex

Overseen
by

Trustee

  Other Directorships Held by
Trustee During the Past 5 Years

Alan Rappaport

1953

Trustee and Chairman of the Board

 

NCV & NCZ

(since 2010); CBH (since 2017); AIO (since 2019)

  Adjunct Professor (since 2011), New York University Stern School of Business; Lecturer (since 2013), Stanford University Graduate School of Business; and Director (since 2013), Victory Capital Holdings, Inc., an asset management firm. Formerly, Trustee (2005-2015), American Museum of Natural History; and Trustee and Member of Board of Overseers (2007-2015), NYU Langone Medical Center; and Advisory Director (formerly, Vice Chairman) (2009-2018), Roundtable Investment Partners.   7   Trustee (since 2010), Virtus AllianzGI Closed-End Funds(2) (7 portfolios) Trustee, PIMCO Closed-End Funds(3) (28 portfolios)

Sarah E. Cogan

1956

 

AIO, CBH, NCV & NCZ

(since 2019)

  Retired Partner, Simpson Thacher & Bartlett LLP (“STB”) (law firm); Formerly, Partner (1989 to 2018), STB; Director (since 2016), Girl Scouts of Greater New York; and Trustee (since 2013), Natural Resources Defense Council, Inc.   99  

Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (54 portfolios), Virtus Variable Insurance Trust (8 portfolios), Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2019), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 portfolios); Trustee (since 2019), Virtus AllianzGI Closed-End Funds(2) (7 portfolios); and Trustee, PIMCO Closed-End Funds(3) (28 portfolios).

 

Deborah A. DeCotis

1952

 

NCV & NCZ

(since 2011); CBH (since 2017); AIO (since 2019)

 

Advisory Director (since 1996), Morgan Stanley & Co., Inc.; Member (since 2009), Circle Financial Group; Member (since 2013), Council on Foreign Relations; Trustee (since 2017), Smith College; and Director (Since 2017), Watford Re. Formerly, Co-Chair Special Projects Committee (2005 to 2015), Memorial Sloan Kettering; Trustee (2010 to 2015), Stanford University; and Principal (1999 to 2014), LaLoop LLC, a retail accessories company.

 

  99  

Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (54 portfolios), Virtus Variable Insurance Trust (8 portfolios), Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2014), Virtus Investment Trust (13 portfolios); Trustee (since 2011), Virtus Strategy Trust (12 portfolios); Trustee (since 2011), Virtus AllianzGI Closed-End Funds(2) (7 portfolios) Trustee (since 2011), PIMCO Closed-End Funds(3) (28 portfolios).

 

 

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BOARD OF TRUSTEES (Unaudited) (Continued)

 

Name and
Year of
Birth
 

Term of

Office and

Length of

Time
Served

  Principal Occupation(s)
During the Past 5 Years
 

Number
of

Funds in

Fund
Complex

Overseen
by

Trustee

  Other Directorships Held by
Trustee During the Past 5 Years

F. Ford Drummond

1962

 

NCV & NCZ

(since 2015); CBH (since 2017); AIO (since 2019)

  Owner/Operator, Drummond Ranch; and Board Member, Oklahoma Water Resources Board. Formerly, Director, The Cleveland Bank; and General Counsel, BMI-Health Plans (benefits administration); and Chairman, Oklahoma Water Resources Board.   99   Advisory Board Member (since 2021), Virtus Alternative Solutions Trust (2 portfolios), Virtus Mutual Fund Family (54 portfolios), Virtus Variable Insurance Trust (8 portfolios), Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Trustee (since 2015), Virtus AllianzGI Closed-End Funds(2) (7 portfolios); Trustee (since 2014), Virtus Strategy Trust (12 portfolios); Director (since 2011), Bancfirst Corporation; and Trustee (since 2006), Virtus Investment Trust (13 portfolios).

Hans W. Kertess

1939

Vice Chairman of the Boards

 

NCV & NCZ

(since 2006); CBH (since 2017); AIO (since 2019)

  President, H. Kertess & Co., a financial advisory company; and Senior Adviser (formerly, Managing Director) (since 2004), Royal Bank of Canada Capital Markets.   7   Trustee (since 2004), Virtus AllianzGI Closed-End Funds(2) (7 portfolios); Trustee, PIMCO Closed-End Funds(3) (28 portfolios).

James S. MacLeod

1947

 

NCV & NCZ

(since 2015); CBH (since 2017); AIO (since 2019)

 

Chief Executive Officer (2010 to 2018), CoastalSouth Bancshares; President and Chief Operating Officer (2007 to 2018), Coastal States Bank; Managing Director and President (2007 to 2018), Homeowners Mortgage, a subsidiary of Coastal States Bank.

 

  7  

Non-Executive Chairman & Director, Sykes Enterprises, Inc.; Trustee since 2015, Virtus AllianzGI Closed-End Funds(2) (7 portfolios); Non-Executive Chairman (since 2018), CoastalSouth Bancshares, Inc.; Director, Coastal States Bank; Director, Coastal States Mortgage, Inc.; Vice Chairman, MUSC Foundation; Chairman of the Board of Trustees, University of Tampa.

 

 

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BOARD OF TRUSTEES (Unaudited) (Continued)

 

Name and
Year of
Birth
 

Term of

Office and

Length of

Time
Served

  Principal Occupation(s)
During the Past 5 Years
 

Number
of

Funds in

Fund
Complex

Overseen
by

Trustee

  Other Directorships Held by
Trustee During the Past 5 Years

Philip McLoughlin(4)

1946

 

AIO, CBH, NCV & NCZ

(since 2021)

  Retired.   102   Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 portfolios); Trustee (since 2021), Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, Virtus AllianzGI Convertible & Income Fund II, Virtus AllianzGI Diversified Income & Convertible, Virtus AllianzGI Equity & Convertible Income Fund and Virtus Dividend, Interest & Premium Strategy Fund; Advisory Board Member (since 2021), Virtus AllianzGI Convertible & Income 2024 Target Term Fund and Virtus AllianzGI Convertible & Income Fund; Director and Chairman (since 2016), Virtus Total Return Fund Inc.; Director and Chairman (2016 to 2019), the former Virtus Total Return Fund Inc.; Director and Chairman (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and Chairman (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Trustee and Chairman (since 2011), Virtus Global Multi-Sector Income Fund; Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (8 portfolios); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (3 funds); Director (1991 to 2019) and Chairman (2010 to 2019), Lazard World Trust Fund (closed-end investment firm in Luxembourg); and Trustee (since 1989) and Chairman (since 2002), Virtus Mutual Fund Family (54 portfolios).

William B. Ogden, IV

1945

 

NCV & NCZ (since 2006); CBH (since 2017); AIO (since 2019)

  Retired. Formerly, Asset Management Industry Consultant; and Managing Director, Investment Banking Division of Citigroup Global Markets Inc.   7   Trustee (since 2006), Virtus AllianzGI Closed-End Funds(2) (7 portfolios); Trustee, PIMCO Closed-End Funds(3) (28 portfolios).

Davey S. Scoon

1946

Trustee, Vice Chairman of the Boards

 

NCV & NCZ

(since 2015); CBH (since 2017); AIO (since 2019)

  Formerly, Adjunct Professor (2011 to 2019), University of Wisconsin-Madison.   7   Director (since 2016), Albireo Pharma, Inc.; and Director (since 2006), AMAG Pharmaceuticals, Inc. Formerly, Director, Biodel Inc. (2013 to 2016). Trustee (since 2015), Virtus AllianzGI Closed-End Funds(2) (7 portfolios).

 

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BOARD OF TRUSTEES (Unaudited) (Continued)

 

Interested Trustees(5)

 

Name and
Year  of
Birth
 

Term of

Office and

Length of

Time
Served

  Principal Occupation(s)
During the Past 5 Years
 

Number
of

Funds in

Fund
Complex

Overseen
by

Trustee

  Other Directorships Held by
Trustee During the Past 5 Years
George R. Aylward 1964(4)   AIO, CBH, NCV & NCZ (since 2021)   Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions with Virtus affiliates (since 2005)   103  

Trustee and President (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 portfolios); Trustee, President and Chief Executive Officer (since 2021), Virtus AllianzGI Closed-End Funds(2) (7 portfolios); and Chairman and Trustee (since 2015), Virtus ETF Trust II (4 portfolios); Director, President and Chief Executive Officer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee and President (since 2013), Virtus Alternative Solutions Trust (2 portfolios); Director (since 2013), Virtus Global Funds, PLC (5 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (8 portfolios); Trustee, President and Chief Executive Officer (since 2011), Virtus Global Multi-Sector Income Fund; Trustee and President (since 2006) and Executive Vice President (2004 to 2006), Virtus Mutual Fund Family (54 portfolios); Director, President and Chief Executive Officer (since 2006), Virtus Total Return Fund Inc.; and Director, President and Chief Executive Officer (2006 to 2019), the former Virtus Total Return Fund Inc.

 

 

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BOARD OF TRUSTEES (Unaudited) (Continued)

 

Advisory Board Member

 

Name and
Year  of
Birth
 

Term of

Office and

Length of

Time
Served

  Principal Occupation(s)
During the Past 5 Years
 

Number
of

Funds in

Fund
Complex

Overseen
by

Trustee

  Other Directorships Held by
Trustee During the Past 5 Years

Brian T. Zino

1952

 

AIO, CBH, NCV & NCZ (since 2021)

  Retired. Various roles at J. & W. Seligman & Co. Incorporated (1982 to 2008) including President (1994 to 2008).   99   Advisory Board Member (since 2021), Virtus AllianzGI Closed-End Funds(2) (7 portfolios); Trustee (since 2021), Virtus Investment Trust (13 portfolios) and Virtus Strategy Trust (12 portfolios); Trustee (since 2020) Virtus Alternative Solutions Trust (2 portfolios), Virtus Variable Insurance Trust (8 portfolios) and Virtus Mutual Fund Family (54 portfolios); Director (since 2016), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Trustee (since 2016), Virtus Global Multi-Sector Income Fund; Director (since 2014), Virtus Total Return Fund Inc.; Director (2014 to 2019), the former Virtus Total Return Fund Inc.; Trustee (since 2011), Bentley University; Director (1986 to 2008) and President (1994 to 2008), J&W Seligman Co. Inc.; Director (1998 to 2009), Chairman (2002 to 2004) and Vice Chairman (2000 to 2002), ICI Mutual Insurance Company; Member, Board of Governors of ICI (1998 to 2008).

 

*

Unless otherwise indicated, the business address of the persons listed c/o Virtus Funds, One Financial Plaza, Hartford, CT 06103.

(1) 

“Independent Trustees” are those Trustees who are not “interested persons”, (as defined in Section 2(a)(19) of the 1940 (Act), and “Interested Trustees” are those Trustees who are “Interested Persons” of the Funds.

(2)

Virtus AllianzGI Closed-End Funds are part of the Virtus fund complex: Virtus Dividend, Interest & Premium Strategy Fund (“NFJ”), Virtus AllianzGI Convertible & Income Fund (“NCV”), Virtus AllianzGI Convertible & Income Fund II (“NCZ”), Virtus AllianzGI Convertible & Income 2024 Target Term Fund (“CBH”), Virtus AllianzGI Equity & Convertible Income Fund (“NIE”), Virtus AllianzGI Diversified Income & Convertible Fund (“ACV”), and Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund (“AIO”).

(3)

PIMCO Closed-End Funds are not part of the Virtus fund complex: PIMCO California Municipal Income Fund II; PIMCO California Municipal Income Fund Ill; PIMCO Municipal Income Fund; PIMCO Municipal Income Fund II; PIMCO Municipal Income Fund; PIMCO New York Municipal Income Fund; PIMCO New York Municipal Income Fund II; PIMCO New York Municipal Income Fund Ill; PIMCO Energy and Tactical Credit Opportunities Fund; PCM Fund, Inc.; PIMCO Corporate & Income Strategy Fund; PIMCO Corporate & Income Opportunity Fund; PIMCO Dynamic Credit and Mortgage Income Fund; PIMCO Dynamic Income Fund; PIMCO Dynamic Income Opportunities Fund; PIMCO Global StocksPLUS® & Income Fund; PIMCO High Income Fund; PIMCO Income Opportunity Fund; PIMCO Income Strategy Fund; PIMCO Income Strategy Fund II; PIMCO Managed Accounts Trust (5 portfolios); PIMCO Strategic Income Fund, Inc.; PIMCO Flexible Credit Income Fund; and PIMCO Flexible Municipal Income Fund.

(4)

Effective February 1, 2021, Messrs. Aylward and McLoughlin were each appointed as a Trustee of the Funds.

(5) 

Mr. Aylward is an “Interested Person” of the Funds, as defined in Section 2(a)(19) of the 1940 Act, due to his affiliation with the Investment Manager and its affiliates.

 

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OFFICERS WHO ARE NOT TRUSTEES (Unaudited)

 

Name, Address*, Year of
Birth and Position(s) Held
with Trust**
  Term of Office and
Length of Time Served
 

Principal Occupation(s)

During the Past 5 Years

Peter J. Batchelar

Senior Vice President

1970

  AIO, CBH, NCV & NCZ (since 2021)   Senior Vice President, Product Development (since 2017), Vice President, Product Development (2008 to 2016), and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President (since 2021), Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds;(2) Senior Vice President (since 2017), and Vice President (2008 to 2016), Virtus Mutual Fund Family; Senior Vice President (since 2017), and Vice President (2010 to 2016), Virtus Variable Insurance Trust; Senior Vice President (since 2017), and Vice President (2013 to 2016), Virtus Alternative Solutions Trust; Senior Vice President (since 2017) and Vice President (2016 to 2017), Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Total Return Fund Inc. and Virtus Global Multi-Sector Income Fund; and Senior Vice President (2017 to 2019) and Vice President (2016 to 2017), the former Virtus Total Return Fund Inc.

Angela Borreggine

Vice President,

Chief Legal Officer, Counsel and Secretary

1964

  NCV & NCZ (since 2016); CBH (since 2017); AIO (since 2019)  

Vice President and Senior Counsel, Virtus Investment Partners LLC (since 2021); Director, Senior Counsel, Chief Legal Officer and Secretary of 62 Funds in the Allianz Global Investors US LLC family of funds (2016 to 2021); Chief Legal Officer and Secretary (2016 to 2020), The Korea Fund, Inc.

 

W. Patrick Bradley

Executive Vice President, Chief Financial Officer and Treasurer

1972

  AIO, CBH, NCV & NCZ (since 2021)  

Executive Vice President, Fund Services (since 2016), Senior Vice President, Fund Services (2010 to 2016), and various officer positons (since 2006), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Executive Vice President, Chief Financial Officer and Treasurer (since 2021), Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds;(2) Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2004), Virtus Variable Insurance Trust; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2006), Virtus Mutual Fund Family; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2012 to 2013), Treasurer and Chief Financial Officer and Treasurer (since 2010), Virtus Total Return Fund Inc.; Executive Vice President (2016 to 2019), Senior Vice President (2013 to2016), Vice President (2012 to 2013), Treasurer and Chief Financial Officer and Treasurer (since 2010), the former Virtus Total Return Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), Vice President (2011 to 2013), Chief Financial Officer and Treasurer (since 2011), Virtus Global Multi-Sector Income Fund; Executive Vice President (since 2016), Senior Vice President (2014 to 2016), Chief Financial Officer and Treasurer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Executive Vice President (since 2016), Senior Vice President (2013 to 2016), and Chief Financial Officer and Treasurer (since 2013), Virtus Alternative Solutions Trust; Director (since 2013), Virtus Global Funds, PLC;. and Vice President and Assistant Treasurer (since 2011), Duff & Phelps Utility and Infrastructure Fund Inc.

 

 

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Table of Contents

OFFICERS WHO ARE NOT TRUSTEES (Unaudited) (Continued)

 

Name, Address*, Year of
Birth and Position(s) Held
with Trust**
  Term of Office and
Length of Time Served
 

Principal Occupation(s)

During the Past 5 Years

Jennifer Fromm

Vice President and Assistant Secretary

1973

  AIO, CBH, NCV & NCZ (since 2021)   Vice President, Chief Legal Officer, Counsel and Secretary (since 2021), Virtus Investment Trust and Virtus Strategy Trust; Vice President and Assistant Secretary (since 2021), Virtus AllianzGI Closed-End Funds;(2) Vice President, Chief Legal Officer, Counsel and Secretary (since 2020), Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Total Return Fund Inc. and Virtus Global Multi-Sector Income Fund; Vice President (since 2016) and Senior Counsel (since 2007), and various officer positions (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Vice President (since 2017) and Assistant Secretary (since 2008), Virtus Mutual Fund Family; Vice President, Chief Legal Officer, and Secretary (since 2013), Virtus Variable Insurance Trust; and Vice President, Chief Legal Officer, and Secretary (since 2013), Virtus Alternative Solutions Trust.

Nancy J. Engberg

Senior Vice President, and

Chief Compliance Officer

1956

  AIO, CBH, NCV & NCZ (since 2021)   Senior Vice President (since 2017), Vice President (2008 to 2017) and Chief Compliance Officer (2008 to 2011 and since 2016), and various officer positions (since 2003), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President and Chief Compliance Officer (since 2021), Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds;(2) Senior Vice President (since 2017), Vice President (2011 to 2017) and Chief Compliance Officer (since 2011), Virtus Mutual Fund Family; Senior Vice President (since 2017), Vice President (2010 to 2017) and Chief Compliance Officer (since 2011), Virtus Variable Insurance Trust; Senior Vice President (since 2017), Vice President (2011 to 2016) and Chief Compliance Officer (since 2011), Virtus Global Multi-Sector Income Fund; Senior Vice President (since 2017), Vice President (2012 to 2017) and Chief Compliance Officer (since 2012), Virtus Total Return Fund Inc.; Senior Vice President (2017 to 2019), Vice President (2012 to 2017) and Chief Compliance Officer (since 2012), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Vice President (2013 to 2016) and Chief Compliance Officer (since 2013), Virtus Alternative Solutions Trust; Senior Vice President (since 2017), Vice President (2014 to 2017) and Chief Compliance Officer (since 2014), Duff & Phelps Select MLP and Midstream Energy Fund Inc.; Chief Compliance Officer (since 2015), ETFis Series Trust I; and Chief Compliance Officer (since 2015), Virtus ETF Trust II.

 

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Table of Contents

OFFICERS WHO ARE NOT TRUSTEES (Unaudited) (Continued)

 

Name, Address*, Year of
Birth and Position(s) Held
with Trust**
  Term of Office and
Length of Time Served
 

Principal Occupation(s)

During the Past 5 Years

Julia R. Short

Senior Vice President

1972

  AIO, CBH, NCV & NCZ (since 2021)   Senior Vice President, Product Development (since 2017), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; Senior Vice President (since 2021), Virtus Investment Trust, Virtus Strategy Trust and Virtus AllianzGI Closed-End Funds;(2) Senior Vice President (since 2018), Duff & Phelps Select MLP and Midstream Energy Fund Inc., Virtus Global Multi-Sector Income Fund and Virtus Total Return Fund Inc.; Senior Vice President (2018 to 2019), the former Virtus Total Return Fund Inc.; Senior Vice President (since 2017), Virtus Mutual Fund Family; President and Chief Executive Officer, RidgeWorth Funds (2007 to 2017); and Managing Director, Product Manager, RidgeWorth Investments (2004 to 2017).

Each of the 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.

*

Unless otherwise indicated, the business address of the persons listed above c/o Virtus Funds, One Financial Plaza, Hartford, CT 06103.

**

Effective February 1, 2021, each of the Fund’s executive officers was appointed to the position(s) set forth herein.

 

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Table of Contents

Trustees

Alan Rappaport

Chairman of the Board of Trustees

George R. Aylward

Sarah E. Cogan

Deborah A. DeCotis

F. Ford Drummond

Hans W. Kertess

James S. MacLeod

Philip R. McLoughlin

William B. Ogden, IV

Davey S. Scoon

Brian T. Zino

Advisory Member

Fund Officers

George R. Aylward

President and Chief Executive Officer

Peter J. Batchelar

Senior Vice President

Angela Borreggine

Vice President, Counsel, Chief Legal Officer and Secretary

W. Patrick Bradley

Executive Vice President, Chief Financial Officer and Treasurer

Jennifer Fromm

Vice President and Assistant Secretary

Nancy J. Engberg

Senior Vice President and Chief Compliance Officer

Julia R. Short

Senior Vice President

Investment Adviser

Virtus Investment Advisers, Inc.

One Financial Plaza

Hartford, CT 06103-2608

Administrator

Virtus Fund Services, LLC

One Financial Plaza

Hartford, CT 06103

Custodian & Accounting Agent

State Street Bank and Trust Co.

801 Pennsylvania Avenue

Kansas City, MO 64105

Transfer Agent, Dividend Paying Agent and Registrar

American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11219

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP

2001 Market Street

Philadelphia, PA 19103-7042

Legal Counsel

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199

 

 

This report, including the financial information herein, is transmitted to the shareholders of Virtus AllianzGI Artificial Intelligence & Technology Opportunities Fund, Virtus AllianzGI Convertible & Income 2024 Target Term Fund, Virtus AllianzGI Convertible & Income Fund and Virtus AllianzGI Convertible & Income Fund II for their information. It is not a prospectus, circular or representation intended for use in the purchase of shares of the Funds or any securities mentioned in this report.

Notice is hereby given in accordance with Section 23(c) of the Investment Company Act of 1940, as amended, that from time to time the Funds may purchase shares of their stock in the open market.

The Funds file their complete schedule of portfolio holdings with the SEC for the first and third quarters of their fiscal year as an exhibit to its reports on Form NPORT-P. Each Fund’s Form NPORT-P is available on the SEC’s website at www.sec.gov. The portfolio holdings is also available on the Funds’ website at https://www.virtus.com/our-products/individual-investors/closed-end-funds.

Information on the Funds is available at https://www.virtus.com/our-products/individual-investors/closed-end-funds or by calling the Funds’ shareholder servicing agent at (800) 254-5197.


Table of Contents

For more information about

Virtus Closed-End Funds, please

contact us at 1-800-254-5197 or closedendfunds@virtus.com

or visit Virtus.com.

 

8064    02-21

 

LOGO

c/o American Stock Transfer & Trust Company, LLC

6201 15th Avenue Brooklyn, NY 11219

 


Table of Contents
ITEM 2.

CODE OF ETHICS

 

  (a)

The registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party.

 

  (c)

During the period covered by this report, there were amendments to a provision of the code of ethics adopted in 2(a) above. Effective February 1, 2021, the code of ethics was amended to mirror the code of ethics adopted by other Virtus Funds. While the text of the code of ethics changed, the intent of the provisions of the code of ethics did not. The provisions of the code of ethics are intended to be written standards that are reasonably designed to deter wrongdoing and to promote each element enumerated in the code of ethics definition in Item 2(b) of the instructions for completion of Form N-CSR.

 

  (d)

The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the code of ethics that applies to the registrant’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of the instructions for completion of this Item.

 

ITEM 3.

AUDIT COMMITTEE FINANCIAL EXPERT

(a)(1) The registrant’s Board of Trustees has determined that the Registrant has at least one “audit committee financial expert” serving on its Audit Committee.

(a)(2) As of the end of the period covered by the report, the registrant’s Board of Trustees has determined that Davey S. Scoon, who serves on the Fund’s Audit Oversight Committee, is qualified to serve as an “audit committee financial expert,” and that Mr. Scoon is “independent,” as defined by Item 3 of Form N-CSR.

(a)(3) Not applicable.

 

ITEM 4.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

  a)

Audit fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal periods are $83,356 in 2021 and $80,459 in 2020.

 

  b)

Audit-Related Fees

The aggregate fees billed in each of the last two fiscal periods for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant’s financial statements and are not reported under paragraph (a) of this Item are $17,738 in 2021 and $17,738 in 2020. These services consist of accounting consultations, agreed upon procedure reports (inclusive of annual review of basic maintenance testing associated with the Preferred Shares), attestation reports and comfort letters.

 

  c)

Tax Fees

The aggregate fees billed in each of the last two fiscal periods for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $12,000 for 2021 and $18,060 for 2020.

“Tax Fees” are those primarily associated with review of the Fund’s tax provision and qualification as a regulated investment company (“RIC”) in connection with audits of the Fund’s financial statement, review or preparation of U.S. federal, state, local and excise tax returns and calculation of excise tax distributions.

 

  d)

All Other Fees

The aggregate fees billed in each of the last two fiscal periods for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are $0 for 2021 and $0 for 2020.

 

  e)(1)

Disclose the audit committee’s pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X.

The Virtus AllianzGI Convertible & Income Fund’s (the “Fund”) Board of Trustees (the “Board”) has adopted policies and procedures with regard to the pre-approval of services provided by PwC. Audit, audit-related and tax compliance services provided to the Fund on an annual basis require specific pre-approval by the Board. As noted above, the Board must also approve services provided to the Fund and those non-audit services provided to the Fund’s affiliated service provided that relate directly to the operations and financial reporting of the Fund. Certain of these non-audit services that the Board believes are a) consistent with the SEC’s auditor independence rules and b) routine and recurring services that will not impair the independence of the independent auditors may be approved by the Board without consideration on a specific case-by-case basis (“general pre-approval”).


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The Audit Oversight Committee has determined that the Chair of the Audit Oversight Committee, may provide pre-approval for such services that meet the above requirements in the event such approval is sought between regularly scheduled meetings. In any event, the Board is informed of each service approved subject to general pre-approval at the next regularly scheduled board meeting.

 

  e)(2)

The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (C) (7) (i) (C) of Rule 2-01 of Registration S-X are as follows:

(b) 0%

(c) 0%

(d) N/A

 

  f)

The percentage of hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was less than fifty percent.

 

  g)

The aggregate non-audit fees billed by the registrant’s accountant for services rendered to the Registrant, and rendered to the investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the Registrant for each of the last two fiscal periods was $29,738 for 2021 and $981,278 for 2020.

**Note the Registrant changed investment advisers during its fiscal year and thus, the 2021 fees represent the fee structure under the current investment adviser (Virtus Investment Advisers, Inc.) and the 2020 fees represents the fee structure under the former investment adviser (Allianz Global Investors U.S. LLC).

 

  h)

The registrant’s audit oversight committee of the Board of Trustees has considered whether the

provision of non-audit services that were rendered to the registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c) (7) (ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.

 

ITEM 5.

AUDIT COMMITTEE OF LISTED REGISTRANT

The registrant has a separately designated audit oversight committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The audit committee of the Registrant is comprised of Sarah E. Cogan, Deborah A. DeCotis, F. Ford Drummond, Hans W. Kertess, James S. MacLeod, Philip McLoughlin, William B. Ogden, IV, David S. Scoon, and Alan Rappaport. Brian T. Zino also serves as an advisory member of the audit committee.

 

ITEM 6.

INVESTMENTS

 

(a)

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

 

(b)

Not applicable

 

ITEM 7.

DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

The Fund has adopted a Policy Regarding Proxy Voting (the “Policy”) stating the Fund’s intention to exercise stock ownership rights with respect to portfolio securities in a manner that is reasonably anticipated to further the best economic interests of shareholders of the Fund. The Fund or its voting delegates will endeavor to analyze and vote all proxies that are likely to have financial implications, and where appropriate, to participate in corporate governance, shareholder proposals, management communications and legal proceedings. The Fund or its voting delegates must also identify potential or actual conflicts of interest in voting proxies and must address any such conflict of interest in accordance with the Policy.

In the absence of a specific direction to the contrary from the Board, the Adviser or the subadviser that is managing the Fund is responsible for voting proxies for such fund, or for delegating such responsibility to a qualified, independent organization engaged by the Adviser or respective subadviser to vote proxies on its behalf. The applicable voting party will vote proxies in accordance with the


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Policy or its own policies and procedures, which must be reasonably designed to further the best economic interests of the affected fund shareholders. Because the Policy and the applicable voting party’s policies and procedures used to vote proxies for the funds both are designed to further the best economic interests of the affected fund shareholders, they are not expected to conflict with one another although the types of factors considered by the applicable voting party under its own policies and procedures may be in addition to or different from the ones listed below for the Policy.

The Policy specifies the types of factors to be considered when analyzing and voting proxies on certain issues when voting in accordance with the Policy, including, but not limited to:

 

   

Anti-takeover measures – the overall long-term financial performance of the target company relative to its industry competition.

 

   

Corporate Governance Matters – tax and economic benefits of changes in the state of incorporation; dilution or improved accountability associated with changes in capital structure.

 

   

Contested elections – the qualifications of all nominees; independence and attendance record of board and key committee members; entrenchment devices in place that may reduce accountability.

 

   

Stock Option and Other Management Compensation Issues – executive pay and spending on perquisites, particularly in conjunction with sub-par performance and employee layoffs.

 

   

Shareholder proposals – whether the proposal is likely to enhance or protect shareholder value; whether identified issues are more appropriately or effectively addressed by legal or regulatory changes; whether the issuer has already appropriately addressed the identified issues; whether the proposal is unduly burdensome or prescriptive; whether the issuer’s existing approach to the identified issues is comparable to industry best practice.

The Fund and its voting delegates seek to avoid actual or perceived conflicts of interest of Fund shareholders, on the one hand, and those of the Adviser, subadviser, other voting delegate, Distributor, or any affiliated person of the Fund, on the other hand.

Depending on the type and materiality, the Board or its delegates may take the following actions, among others, in addressing any material conflicts of interest that arise with respect to voting (or directing voting delegates to vote): (i) rely on the recommendations of an established, independent third party proxy voting vendor; (ii) vote pursuant to the recommendation of the proposing delegate; (iii) abstain; (iv) where two or more delegates provide conflicting requests, vote shares in proportion to the assets under management of each proposing delegate; (v) vote shares in the same proportion as the vote of all other shareholders of such issuer; or (vi) the Adviser may vote proxies where the subadviser has a direct conflict of interest. The Policy requires each Adviser/subadviser that is a voting delegate to notify the Chief Compliance Officer of the Trust (or, in the case of a subadviser, the Chief Compliance Officer of the Adviser) of any actual or potential conflict of interest that is identified, and provide a recommended course of action for protecting the best interests of the affected fund’s shareholders. No Adviser/subadviser or other voting delegate may waive any conflict of interest or vote any conflicted proxies without the prior written approval of the Board (or the Executive Committee thereof) or the Chief Compliance Officer of the Trust.

The Policy further imposes certain record-keeping and reporting requirements on each Adviser/subadviser or other voting delegate.

Information regarding how the funds voted proxies relating to portfolio securities during the most recent 12-month period ended September 30 will be available, no later than August 31 of each year, free of charge by calling, toll-free, 800.243.1574, or on the SEC’s Web site at www.sec.gov.

Following is information about the policies and procedures followed by each subadviser to the Fund in voting proxies for their respective funds.

AllianzGI U.S. Funds

AllianzGI U.S. typically votes proxies as part of its discretionary authority to manage accounts, unless the client has explicitly reserved the authority for itself. When voting proxies, AllianzGI U.S. seeks to make voting decisions solely in the best interests of its clients and to enhance the economic value of the underlying portfolio securities held in its clients’ accounts.

AllianzGI U.S. has adopted the Allianz Global Investors Global Corporate Governance Guidelines and Proxy Voting Policy (the “Proxy Guidelines”), which are reasonably designed to ensure that the firm is voting in the best interest of its clients. For the purpose of voting proxies for all accounts of AllianzGI U.S., AllianzGI U.S. uses the services of its affiliate, Allianz Global Investors GmbH (“AllianzGI GmbH”). The employees of AllianzGI GmbH who provide proxy voting services to AllianzGI U.S. are considered “associated persons” as that term is defined in the Investment Advisers Act of 1940, as amended (the “Advisers Act”).

The Proxy Guidelines provide a general framework for our proxy voting analysis and are intended to address the most significant and frequent voting issues that arise at our investee companies’ shareholder meetings. However, the Proxy Guidelines are not intended to be rigid rules, and AllianzGI’s consideration of the merits of a particular proposal may cause AllianzGI to vote in a manner that deviates from the approach set forth in the Proxy Guidelines.


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AllianzGI has retained an unaffiliated third party proxy research and voting service provider (“Proxy Voting Service”), to assist it in researching and voting proxies. With respect to each proxy received, the Proxy Voting Service researches the ballot proposals and provides a recommendation to AllianzGI as to how to vote on each proposal based on the Proxy Voting Service’s research of the individual facts and circumstances and the Proxy Voting Service’s application of its research findings to the Proxy Guidelines.

In some cases, a portfolio manager, research analyst or proxy analyst from the Global Environmental, Social and Governance (“ESG”) team may propose to override a policy recommendation made by the Proxy Voting Service. In such cases, AllianzGI will review the proxy to determine whether there is a material conflict between the interests of AllianzGI (including the employee proposing the vote) and the interests of AllianzGI’s clients. If a material conflict does exist, AllianzGI will seek to address the conflict in good faith and in the best interests of the applicable client accounts, as described more fully below. In the absence of a material conflict, the proxy will be reviewed by a proxy analyst and the relevant portfolio managers and/or research analysts and, from time to time as may be necessary, the Head of ESG Research (or equivalent), to determine how the proxy will be voted. Any deviations from the Proxy Guidelines will be documented and maintained in accordance with Rule 204-2 under the Advisers Act.

AllianzGI has adopted and implemented policies and procedures, including the procedures described in this document, which are reasonably designed to ensure that client account proxies are voted in the best interest of clients. Such policies and procedures are in part designed to identify and address material conflicts of interest that may arise between the interests of AllianzGI and its clients, as well as identify material conflicts of interest that portfolio managers, proxy analysts and research analysts may have, to ensure any such conflicted individuals refrain from participating in the proxy voting process or that the conflicts are otherwise mitigated. With respect to personal conflicts of interest, AllianzGI’s Code of Ethics requires all employees to conduct themselves with integrity and distinction, to put first the interests of the firm’s clients, and to take care to avoid even the appearance of impropriety. Portfolio managers, research analysts, proxy analysts, or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.

With respect to the voting process, as described above, most votes are based on the independent recommendation of the unaffiliated, third party Proxy Voting Service, which recommendations are in turn based on the Proxy Voting Service’s independent review and research of each proxy and its independent application of the Proxy Guidelines.

In those cases in which a proxy analyst, portfolio manager or research analyst proposes to override a policy recommendation made by the Proxy Voting Service or the Proxy Voting Service has not provided a recommendation, the proxy analyst and relevant portfolio managers and/or research analysts will review the proxy to ensure any recommendation appears based on a sound investment rationale and assess whether any business or other relationship, or any other potential conflict of interest, may be influencing the proposed vote on that company’s proxy. In the event a material conflict is identified, AllianzGI will convene the Proxy Committee to review the proxy and make a decision how to vote. Proposed votes that raise potential material conflicts of interest are promptly resolved by the Proxy Committee prior to the time AllianzGI casts its vote.

As a further safeguard, while AllianzGI includes members from different parts of the organization on the Proxy Committee, AllianzGI does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Finally, any voting decision by the Proxy Committee must include a vote from a member of at least one of the Risk, Legal, or Compliance functions.

AllianzGI U.S. may vote proxies in accordance with other relevant procedures that have been approved and implemented to address specific types of conflicts. For example, when a material conflict between the interests of AllianzGI U.S. and its clients have been identified AllianzGI U.S. may abstain from voting.

In certain circumstances, a client may request in writing that AllianzGI U.S. vote proxies for its account in accordance with a set of guidelines which differs from the Proxy Guidelines. For example, a client may wish to have proxies voted for its account in accordance with the Taft-Hartley proxy voting guidelines. In that case, AllianzGI U.S. will vote the shares held by such client accounts in accordance with their direction, which may be different from the vote cast for shares held on behalf of other client accounts that vote in accordance with the Proxy Guidelines.

AllianzGI may abstain from voting client proxies if, based on its evaluation of relevant criteria, it determines that the costs associated with voting a proxy exceed the expected benefits to affected clients. The primary aim of this cost-benefit analysis is to determine whether it is in a client’s best economic interest to vote its proxies. If the costs associated with voting a proxy outweigh the expected benefit to the client, AllianzGI may refrain from voting that proxy.

The circumstances under which AllianzGI may refrain from voting may include, but are not limited to, the following: (1) proxy statements and ballots being written in a foreign language, (2) untimely notice of a shareholder meeting, (3) requirements to vote proxies in person, (4) restrictions on a foreigner’s ability to exercise votes, and (5) requirements to provide local agents with power of attorney to execute the voting instructions. Such proxies are voted on a best-efforts basis.


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Proxy voting in certain countries requires “share blocking.” To vote proxies in such countries, shareholders must deposit their shares shortly before the date of the meeting with a designated depositary and the shares are then restricted from being sold until the meeting has taken place and the shares are returned to the shareholders’ custodian banks. Absent compelling reasons, AllianzGI believes the benefit to its clients of exercising voting rights does not outweigh the effects of not being able to sell the shares. Therefore, if share blocking is required AllianzGI generally abstains from voting.

AllianzGI will be unable to vote securities on loan under securities lending arrangements into which AllianzGI’s clients have entered. However, under rare circumstances such as voting issues that may have a significant impact on the investment, if the client holds a sufficient number of shares to have a material impact on the vote, AllianzGI may request that the client recall securities that are on loan if it determines that the benefit of voting outweighs the costs and potential lost revenue to the client and the administrative burden of retrieving the securities.

The ability to timely identify material events and recommend recall of shares for proxy voting purposes is not within the control of AllianzGI U.S. and requires the cooperation of the client and its other service providers. Efforts to recall loaned securities are not always effective and there can be no guarantee that any such securities can be retrieved in a timely manner for purposes of voting the securities.

 

ITEM 8.

PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES

(a)(1)

As of the date of filing this report, the Fund’s sub-adviser is Allianz Global Investors U.S. LLC. The names, titles and length of service of the person(s) employed by or associated with the registrant or an investment adviser of the registrant who is primarily responsible for the day-to-day management of the registrant’s portfolio (“Portfolio Manager”) and each Portfolio Manager’s business experience during the past 5 years as of the date of filing this report:

Douglas G. Forsyth, CFA

Managing Director, Portfolio Manager, CIO US Income and Growth Strategies

Mr. Forsyth is a portfolio manager, a managing director and CIO US Income and Growth Strategies with Allianz Global Investors, which he joined in 1994. He is the head of the firm’s Income and Growth Strategies team has portfolio management, trading and research responsibilities, and oversees all aspects of the Income and Growth platform’s business, including product development and implementation. Mr. Forsyth has been the lead portfolio manager for the firm’s US High Yield Bond strategy since its inception in 1994 and assumed lead portfolio management responsibility for the firm’s US Convertible strategy in 1998. He has been managing collateralized loan obligation (CLO) portfolios since 2006 and has been the lead portfolio manager on the Income and Growth strategy since its inception in 2007. In addition to management responsibility for institutional clients worldwide, Mr. Forsyth supervises multiple open-end and closed-end mutual funds and provides oversight for the US Short Duration High Income strategy. He has 29 years of investment industry experience. Mr. Forsyth was previously an analyst at AEGON USA. He has a B.B.A. from The University of Iowa. Mr. Forsyth is a CFA charterholder.

Justin M. Kass, CFA

Managing Director, Portfolio Manager

Mr. Kass is a portfolio manager and managing director with Allianz Global Investors, which he joined in 2000. He has portfolio management, research and trading responsibilities for the Income and Growth Strategies team. In 2003, Mr. Kass was promoted to portfolio management and began handling day-to-day portfolio manager responsibilities for the firm’s US Convertible strategy in 2005. He is also a lead portfolio manager for the firm’s Income and Growth strategy since its inception in 2007. In addition to management responsibility for institutional clients, Mr. Kass is responsible for managing multiple closed-end and open-end mutual funds. Prior to joining the firm, Mr. Kass interned on the Income and Growth Strategies team, adding significant depth to its proprietary Upgrade Alert Model. He has 23 years of investment industry experience. Mr. Kass has a B.S. from the University of California, Davis, and an M.B.A. from the UCLA Anderson School of Management. He is a CFA charterholder.

(a) (2) AllianzGI US

The following summarizes information regarding each of the accounts, excluding the Fund, that were managed by the Portfolio Managers as of February 28, 2021 including accounts managed by a team, committee, or other group that includes the Portfolio Managers.

 

     Other Registered
Investment
Companies
     Other Accounts      Other Pooled Investment
Vehicles
 

Portfolio
Managers

   #      AUM
($million)
     #      AUM ($million)      #      AUM ($million)  

Douglas G. Forsyth

     10        13,784        18        6,122        11        36,275

Justin Kass, CPA

     9        13,014        11        2,935        8        34,592


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*

Of the Other Accounts, one account for $15 million and of the Other Pooled Investment Vehicles, for Mr. Forsyth, 11 accounts totaling $1,764 million and for Mr. Kass, eight accounts totaling $1,511 million pay an advisory fee that is based in part on the performance of the account.

AllianzGI US

Potential Conflicts of Interest

Like other investment professionals with multiple clients, a portfolio manager for a Fund may face certain potential conflicts of interest in connection with managing both the Portfolio and other accounts at the same time. The paragraphs below describe some of these potential conflicts, which AllianzGI US believes are faced by investment professionals at most major financial firms.

AllianzGI US has adopted compliance policies and procedures that address certain of these potential conflicts. The management of accounts with different advisory fee rates and/or fee structures, including accounts that pay advisory fees based on account performance (“performance fee accounts”), may raise potential conflicts of interest by creating an incentive to favor higher-fee accounts. These potential conflicts may include, among others:

 

   

The most attractive investments could be allocated to higher-fee accounts or performance fee accounts.

 

   

The trading of higher-fee accounts could be favored as to timing and/or execution price. For example, higher-fee accounts could be permitted to sell securities earlier than other accounts when a prompt sale is desirable or to buy securities at an earlier and more opportune time.

 

   

The investment management team could focus their time and efforts primarily on higher-fee accounts due to a personal stake in compensation.

When AllianzGI US considers the purchase or sale of a security to be in the best interests of a Fund as well as other accounts, AllianzGI US’s trading desk may, to the extent permitted by applicable laws and regulations, aggregate the securities to be sold or purchased. Aggregation of trades may create the potential for unfairness to a Fund or another account if one account is favored over another in allocating the securities purchased or sold—for example, by allocating a disproportionate amount of a security that is likely to increase in value to a favored account. AllianzGI US considers many factors when allocating securities among accounts, including the account’s investment style, applicable investment restrictions, availability of securities, available cash and other current holdings. AllianzGI US attempts to allocate investment opportunities among accounts in a fair and equitable manner. However, accounts are not assured of participating equally or at all in particular investment allocations due to such factors as noted above.

“Cross trades,” in which one AllianzGI US account sells a particular security to another account (potentially saving transaction costs for both accounts), may also pose a potential conflict of interest when cross trades are effected in a manner perceived to favor one client over another. For example, AllianzGI US may cross a trade between performance fee account and a fixed fee account that results in a benefit to the performance fee account and a detriment to the fixed fee account. AllianzGI US has adopted compliance procedures that provide that all cross trades are to be made at an independent current market price, as required by law.

Another potential conflict of interest may arise from the different investment objectives and strategies of a Fund and other accounts. For example, another account may have a shorter-term investment horizon or different investment objectives, policies or restrictions than a Portfolio. Depending on another account’s objectives or other factors, a portfolio manager may give advice and make decisions that may differ from advice given, or the timing or nature of decisions made, with respect to a Fund. In addition, investment decisions are subject to suitability for the particular account involved. Thus, a particular security may not be bought or sold for certain accounts even though it was bought or sold for other accounts at the same time. More rarely, a particular security may be bought for one or more accounts managed by a portfolio manager when one or more other accounts are selling the security (including short


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sales). There may be circumstances when purchases or sales of portfolio securities for one or more accounts may have an adverse effect on other accounts. AllianzGI US maintains trading policies designed to provide portfolio managers an opportunity to minimize the effect that short sales in one portfolio may have on holdings in other portfolios.

A portfolio manager who is responsible for managing multiple funds and/or accounts may devote unequal time and attention to the management of those funds and/or accounts. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The effects of this potential conflict may be more pronounced where funds and/or accounts overseen by a particular portfolio manager have different investment strategies.

A Portfolio’s portfolio manager(s) may be able to select or influence the selection of the broker/dealers that are used to execute securities transactions for the Fund. In addition to executing trades, some brokers and dealers provide AllianzGI US with brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934), which may result in the payment of higher brokerage fees than might have otherwise be available. These services may be more beneficial to certain funds or accounts than to others. In order to be assured of continuing to receive services considered of value to its clients, AllianzGI US has adopted a brokerage allocation policy embodying the concepts of Section 28(e) of the Securities Exchange Act of 1934. Although the payment of brokerage commissions is subject to the requirement that the portfolio manager determine in good faith that the commissions are reasonable in relation to the value of the brokerage and research services provided to the Fund and the Sub-Adviser’s other clients, a portfolio manager’s decision as to the selection of brokers and dealers could yield disproportionate costs and benefits among the funds and/or accounts that he or she manages.

A Fund’s portfolio manager(s) may also face other potential conflicts of interest in managing a Portfolio, and the description above is not a complete description of every conflict that could be deemed to exist in managing both the Portfolios and other accounts. In addition, a Fund’s portfolio manager may also manage other accounts (including their personal assets or the assets of family members) in their personal capacity.

AllianzGI US’s investment personnel, including each Fund’s portfolio manager, are subject to restrictions on engaging in personal securities transactions pursuant to AllianzGI US’s Code of Business Conduct and Code of Ethics (the “Code”), which contain provisions and requirements designed to identify and address conflicts of interest between personal investment activities and the interests of the Fund. The Code is designed to ensure that the personal securities transactions, activities and interests of the employees of AllianzGI US will not interfere with (i) making decisions in the best interest of advisory clients (including the Portfolios) or (ii) implementing such decisions while, at the same time, allowing employees to invest for their own accounts.

(a)(3)

Compensation Structure

As of the date of filing this report, the following explains the compensation structure of each individual employed by AllianzGI US who shares primary responsibility for day-to-day portfolio management of the Fund:

The compensation system is designed to support the organization’s corporate values and culture. While acknowledging the importance of financial incentives and seeking to pay top quartile compensation for top quartile performance, AllianzGI US also believes that compensation is only one of a number of critically important elements that allow the emergence of a strong, winning culture that attracts, retains and motivates talented investors and teams. AllianzGI US’s compensation system supports its belief that investment professionals are a key element of the company’s success in meeting clients’ objectives. To the extent that there are regional experts located in other AllianzGI US-affiliated offices worldwide who are “associated persons” of AllianzGI US and who serve as portfolio managers for certain of the Funds, this compensation strategy is applied independently by the AllianzGI US-affiliated company that employs such a portfolio manager. In such cases, AllianzGI US compensates the employing company through an affiliated transfer pricing arrangement that takes into account the value placed by AllianzGI US on the shared service of the portfolio manager.


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The primary components of compensation are the base salary and an annual variable compensation payment. Base salary typically reflects scope, responsibilities and experience required in a particular role, be it on the investment side or any other function in the company. Base compensation is regularly reviewed against peers with the help of compensation survey data. Base compensation is typically a greater percentage of total compensation for more junior positions, while for the most senior roles it is typically a comparatively small component, often capped and only adjusted every few years. The variable compensation component typically comprises a cash bonus that pays out immediately after the performance year as well as a deferred component, for members of staff whose variable compensation exceeds a certain threshold. Except for certain specialist investment teams as noted below, variable compensation is determined on a discretionary basis and is primarily designed to reflect the achievements of an individual against set goals, over a certain time period. For an investment professional these goals will typically be 70% quantitative and 30% qualitative. The former will reflect a weighted average of investment performance over a three-year rolling time period (one-year (25%) and three year (75%) results) and the latter reflects contributions to broader team goals, contributions made to client review meetings, product development or product refinement initiatives. Portfolio managers have their performance metric aligned with the benchmarks of the client portfolios they manage.

Variable compensation for certain specialist investment teams including AllianzGI US Income & Growth is determined on a formulaic basis. This team shares a percentage of advisory fee revenue including performance fee revenue, if applicable, generated by the investment strategy.

After consultation and oversight from the firm’s compensation committee, the lead portfolio manager allocates the team’s share of the shared revenue to the individual team members. Allocation to individual team members is determined based on individual performance and contribution to the team and client success. All team members have agreed upon performance objectives to serve as a basis for performance evaluation during the year. These objectives are both quantitative and qualitative in nature. Quantitative objectives typically align to investment performance and client-stated objectives. Qualitative objectives reflect contributions to broader team goals, such as idea sharing, contributions made to client review meetings, product development or product refinement initiatives, and the way behaviors reflect AllianzGI US’s core values of excellence, passion, integrity and respect. For all investment professionals, a 360 degree feedback evaluation forms part of the qualitative input. Achievement against these goals as measured by the lead portfolio manager and Chief Investment Officer serve to link performance to compensation. Notwithstanding the basis for determining variable compensation, all compensation principles, including the deferral rules and deferred instruments described below, apply.

As noted above, variable compensation includes a deferral component. The deferred component for most recipients would be a notional award of the Long Term Incentive Plan Award (“LTIPA”); for members of staff whose variable compensation exceeds an additional threshold, the deferred compensation is itself split 50%/50% between the LTIPA and a Deferral into Funds program (“DIF”). Deferral rates increase in line with the overall variable compensation and can reach up to approximately 50%. Overall awards, splits, components and deferral percentages are regularly reviewed to ensure they are competitive and, where applicable, comply with regulatory standards.

The LTIPA element of the variable compensation cliff vests three years after each (typically annual) award. Its value is directly tied to the operating profit of Allianz Global Investors.

The DIF element of the variable compensation cliff vests three years after each (typically annual) award and enables qualifying members of staff to invest in a range of Allianz Global Investors’ funds. Investment professionals are encouraged to invest into their own funds or funds of a similar nature to those that they manage. The value of the DIF award is determined by the performance of the fund over the three-year period covering each award.

Assuming an annual deferral of 33% over a three-year period, a typical member of staff will have roughly one year’s variable compensation (3x33%) as a deferred component ‘in the bank’. Three years after the first award, and for as long as deferred components were awarded without break, cash payments in each year will consist of the annual cash bonus for that current year’s performance as well as a payout from LTIPA/DIF commensurate with the prior cumulative three-year performance. In addition to competitive compensation, the firm’s approach to retention includes providing a challenging career path for each professional, a supportive culture to ensure each employee’s progress and a full benefits package.


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(a)(4)

The following summarizes the dollar range of securities each portfolio manager for the Fund beneficially owned of the Fund that he managed as of February 28, 2021.

AllianzGI Convertible & Income Fund

 

         PM Ownership    

Douglas G. Forsyth

   None

Justin Kass, CFA

   None


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ITEM 9.

PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS

On December 18, 2020, the Fund announced that the Board of Trustees approved a repurchase plan with respect to the 4,000,000 outstanding series A cumulative preferred shares (“CPS”) issued by the Fund. The program is approved for repurchases to occur from the announcement date until six months prior to the September 20, 2023 call date.

During the period being reported, no shares were repurchased.

 

ITEM 10.

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During the period being reported, there were no material changes to the procedures by which shareholders may recommend nominees to the Trust’s Board of Trustees (the “Board”) since the Trust last provided disclosure in response to this item. Effective February 1, 2021, the Board has adopted a new policy for consideration of Trustee nominees recommended by shareholders. With regards to such policy, an individual shareholder or shareholder group submitting a nomination must hold either individually or in the aggregate for at least one full year as of the date of nomination 5% of the shares of a series of the Trust, among other qualifications and restrictions. Shareholders or shareholder groups submitting nominees must comply with all requirements set forth in the Trust’s policy for consideration of Trustee nominees recommended by shareholders and any such submission must be in writing, directed to the attention of the Board’s Governance and Nominating Committee in care of the Trust’s Secretary, and should include biographical information, including business experience for the past ten years and a description of the qualifications of the proposed nominee, along with a statement from the proposed nominee that he or she is willing to serve and meets the requirements to be an Independent Trustee, if applicable. Shareholder nominees for Trustee will be given the same consideration as any candidate provided the nominee meets certain minimum requirements.

 

ITEM 11.

CONTROLS AND PROCEDURES

(a) The registrant’s principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))), as amended are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended.

(b) There were no significant changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3 (d))) that occurred during the most recent six months of the period covered by this report that materially affected, or is reasonably likely to affect, the registrant’s internal control over financial reporting.


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ITEM 12.

DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES

The registrant does not maintain a securities lending program and does not receive income, fees or other compensation that would be reportable under this Item. However, the registrant maintains a liquidity facility with State Street Bank and Trust Company (“State Street”) that permits draw-downs to be funded through securities lending and reverse repurchase transactions administered by State Street. The registrant believes that this arrangement permits State Street to provide financing on more favorable economic terms than would otherwise apply.

 

ITEM 13.

EXHIBITS

(a) (1) Exhibit 99.CODE ETH - Code of Ethics

(a) (2) Exhibit 99.302 Cert. - Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

(a) (3) Not Applicable

(a) (4) Not Applicable

(b) Exhibit 99.906 Cert. - Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


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Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Virtus AllianzGI Convertible & Income Fund (formerly known as AllianzGI Convertible & Income Fund)

 

By:  

/s/ George R. Aylward

 

George R. Aylward, President and Chief Executive Officer

(principal executive officer)

Date: May 7, 2021
By:  

/s/ W. Patrick Bradley

 

W. Patrick Bradley, Executive Vice President, Chief Financial Officer, and Treasurer

(principal financial officer)

Date: May 7, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

By:  

/s/ George R. Aylward

 

George R. Aylward, President and Chief Executive Officer

(principal executive officer)

Date: May 7, 2021
By:  

/s/ W. Patrick Bradley

 

W. Patrick Bradley, Executive Vice President, Chief Financial Officer, and Treasurer

(principal financial officer)

Date: May 7, 2021
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