Virtus Equity nvertible Income Fund : August 4, 2022 - Joint Special Meeting of Shareholders Proxy Statement

VIRTUS ARTIFICIAL INTELLIGENCE & TECHNOLOGY

OPPORTUNITIES FUND

VIRTUS CONVERTIBLE & INCOME FUND

VIRTUS CONVERTIBLE & INCOME FUND II

VIRTUS CONVERTIBLE & INCOME 2024 TARGET TERM FUND

VIRTUS DIVERSIFIED INCOME & CONVERTIBLE FUND

VIRTUS EQUITY & CONVERTIBLE INCOME FUND

VIRTUS DIVIDEND, INTEREST & PREMIUM STRATEGY FUND

101 Munson Street

Greenfield, MA 01301-9668

NOTICE OF JOINT SPECIAL MEETING OF SHAREHOLDERS

To be held on September 27, 2022

Notice is hereby given to the shareholders of Virtus Artificial Intelligence & Technology Opportunities Fund ("AIO"), Virtus Convertible & Income Fund ("NCV"), Virtus Convertible & Income Fund II ("NCZ"), Virtus Convertible & Income 2024 Target Term Fund ("CBH"), Virtus Diversified Income & Convertible Fund ("ACV"), Virtus Equity & Convertible Income Fund ("NIE") and Virtus Dividend, Interest & Premium Strategy Fund ("NFJ"), each a Massachusetts business trust (each, a "Fund" and together, the "Funds"), that a Joint Special Meeting of Shareholders of the Funds (the "Meeting") will be held on September 27, 2022 at 3:30 p.m. Eastern Time. Because of the public health concerns regarding the coronavirus (COVID-19) pandemic, we will be hosting the Meeting as a telephone conference call. There is no physical location for the Meeting. To participate in the Meeting, you must email [e-mail] later than 2:00 p.m. Eastern Time on September 20, 2022, and provide your full name and address. You will then receive an email from Di Costa Partners LLC containing the conference call dial-in information and instructions for participating in the Meeting. The Meeting is being held for the following purposes:

1. To be voted on by Shareholders of each Fund, voting separately by each such Fund: To approve a new subadvisory agreement by and among each Fund, Virtus Investment Advisers, Inc. and Voya Investment Management Co. LLC;
2. To transact such other business as may properly come before the Meeting or any adjournments, postponements or delays thereof, by the AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ shareholders.

THE BOARD OF TRUSTEES (THE "BOARD") OF EACH FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE APPROVAL OF PROPOSAL 1 LISTED ABOVE.

With respect to each of NCV and NCZ, approval by such Fund of the proposed subadvisory agreement pursuant to Proposal 1 is contingent on the approval of the new subadvisory agreement by the other Fund, in the sense that if the new subadvisory agreement of NCV is approved but the new subadvisory agreement of NCZ is not, or vice versa, the Board reserves the right to decline to proceed with either such agreement. The approval of Proposal 1 for all other Funds is not contingent, and any such approval will be effective for AIO, CBH, ACV, NIE and/or NFJ regardless of whether the Proposal is approved by any other Fund.

The Board has fixed the close of business on August 1, 2022 as the record date for the determination of shareholders entitled to notice of, and to vote at, the Meeting. We urge you to mark, sign, date, and mail the enclosed proxy or proxies in the postage-paid envelope provided, or vote via the Internet or telephone, so you will be represented at the Meeting.

By order of the Board,

Jennifer S. Fromm

Secretary

Virtus Artificial Intelligence & Technology

Opportunities Fund

Virtus Convertible & Income Fund

Virtus Convertible & Income Fund II

Virtus Convertible & Income 2024 Target

Term Fund

Virtus Diversified Income & Convertible

Fund

Virtus Equity & Convertible Income Fund

Virtus Dividend, Interest & Premium

Strategy Fund

August 4, 2022

IMPORTANT:

Shareholders are cordially invited to attend the Meeting (telephonically). In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Meeting (telephonically). Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person (telephonically) if you attend the Meeting and elect to vote in person (telephonically).

Instructions for signing proxy cards

The following general guidelines for signing proxy cards may be of assistance to you and avoid the time and expense to the Funds of validating your vote if you fail to sign your proxy card(s) properly.

1. Individual accounts: Sign your name exactly as it appears in the registration on the proxy card.
2. Joint accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card.
3. All other accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of registration. For example:

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

Instruction/Q&A Section

Q: Why did you send me this booklet?

1. This booklet was sent to you because you own shares, either directly or beneficially, of AIO, NCV, NCZ, CBH, ACV, NIE and/or NFJ (each, a "Fund") as of August 1, 2022, which is the record date for determining the shareholders of the Fund entitled to notice of and to vote at the special meeting of shareholders of the Fund and any postponements or adjournments thereof (the "Meeting"). The Board of Trustees of the Fund (the "Board") urges you to review the information contained in this booklet before voting on the proposal that will be presented for your Fund at the Meeting (the "Proposal").

Q: Why is the Meeting being held?

1. As previously disclosed, on May 17, 2022, Allianz Global Investors U.S. LLC ("AllianzGI US") settled certain government charges about matters unrelated to the Funds with the U.S. Securities and Exchange Commission and Department of Justice. As a result of the settlement, AllianzGI US will not be permitted to manage the Funds starting September 17, 2022. On June 13, 2022, AllianzGI US announced that it had entered into an agreement with Voya Financial, Inc. to transfer the investment teams who currently manage the Funds to Voya Investment Management Co. LLC ("Voya") on or before July 25, 2022, after which AllianzGI US would not be able to continue managing the Funds. As discussed in further detail in the Proxy Statement, after considering the available options and conducting appropriate due diligence, upon the recommendation of the Funds' investment adviser, the Board approved
2. 1. engaging Voya as each Fund's subadviser so that the Funds would continue to be managed by the same investment teams once they moved to Voya and (2) submitting to shareholders of each Fund the Proposal to approve a subadvisory agreement with Voya.

Q: How does the Board recommend I vote?

1. The Board, including all of the trustees who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of your Fund, unanimously recommends that shareholders vote FOR the Proposal for each Fund. If no instructions are indicated on your proxy, the representatives holding proxies will vote in accordance with the recommendations of the Board.

Q: How will the new subadvisory agreement for my Fund affect me?

1. The same investment teams who managed your Fund as representatives of AllianzGI US will continue to manage your Fund as representatives of