Virtus Convertible & Income 2024 Target Term Fund : Audit Committee Charter (AIO/CBH/NCV/NCZ/ACV/NIE/NFJ)

Virtus Dividend, Interest & Premium Strategy Fund ("NFJ")

Virtus Convertible & Income Fund ("NCV")

Virtus Convertible & Income Fund II ("NCZ")

Virtus Diversified Income & Convertible Fund ("ACV")

Virtus Equity & Convertible Fund ("NIE")

Virtus Convertible & Income 2024 Target Term Fund ("CBH")

Virtus Artificial Intelligence & Technology Opportunities Fund ("AIO")

Audit Committee Charter

The Board of Trustees or Directors (each a "Board") of each of the registered investment companies listed above (each a "Fund" and, collectively, the "Funds"), as the same may be periodically updated, has adopted this Charter to govern the activities of the Audit Committee (the "Committee") of the particular Board with respect to its oversight of the Fund. This Charter applies separately to each Fund and its particular Board and Committee, and shall be interpreted accordingly. This Charter supersedes and replaces any audit and/or valuation committee charter previously adopted by the Board or a committee of the Board.

Statement of Purposes and Functions

The Committee's function is one of oversight, and its general purposes are the following with respect to each Fund:

1. Audit Oversight-Related. To oversee the Fund's accounting and financial reporting policies and practices and its internal controls, including by assisting with the Board's oversight of the integrity of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements relevant to financial reporting matters, the qualifications and independence of the Fund's independent registered public accounting firm ("IA"), and the performance of the Fund's internal control systems and IA. The Committee's purpose is also to prepare reports required by Securities and Exchange Commission rules to be included in the Fund's annual proxy statements, if any.

While the Committee has the audit oversight-related responsibilities set forth in this Charter, it is not the responsibility of the Committee to plan or conduct audits, to prepare or determine that the Fund's financial statements are complete and accurate and are in accordance with generally accepted accounting principles, or to assure compliance with laws, regulations or any internal rules or policies of the Fund. Fund management is responsible for Fund accounting and the implementation and maintenance of the Fund's internal control systems, and the IA is responsible for conducting a proper audit of the Fund's financial statements. Members of the Committee are not employees of the Funds and, in serving on this Committee, are not, and do not hold themselves out to be, acting as accountants or auditors. As such, it is not the duty or responsibility of the Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures.

1. Valuation Oversight-Related. To assist the Board in its responsibility under the Investment Company Act of 1940, as amended, and the rules thereunder (the "1940 Act"), and, in certain circumstances, to act pursuant to delegated authority by the Board, to satisfy the Board's responsibility to oversee the determination of the value of the portfolio securities and other assets held by the Fund.

The Board and the Committee have delegated primary responsibility for the day-to-day valuation of the Fund's portfolio securities and other assets or investments to Virtus Investment Advisers, Inc. which

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serves as investment adviser to each of the Funds (or any successor to such delegation, the "Adviser"). The Adviser and its agents and delegates shall carry out these functions pursuant to the Adviser's valuation policies and procedures, which have been approved by the Committee and the full Board, as amended and restated from time to time (the "Adviser's Valuation Procedures"). With respect to fair valuation of portfolio securities for which market quotations are not "readily available" as defined in Rule 2a-5 under the 1940 Act, and portfolio instruments that are not securities, the Adviser has been designated as "valuation designee" (the "Valuation Designee") as further described in the Adviser's Valuation Procedures. Under Rule 2a-5, the term "board" means the entire Board or a designated committee thereof composed of a majority of Trustees who are not "interested persons" of the Fund, as defined in Section 2(a)(19) of the 1940 Act. For the avoidance of doubt, the Committee is such a designated committee for purposes of Rule 2a-5.

Membership

The Committee shall be comprised of as many Trustees as the Board shall determine, but in any event not less than three (3) Trustees. Each member of the Committee must be a member of the Board. The Board may remove or replace any member of the Committee, with or without cause, at any time in its sole discretion.

Each member of the Committee may not be an "interested person" of the Fund, as defined in Section 2(a)(19) of the 1940 Act, and must otherwise satisfy the standards for independence of an audit committee member of an investment company issuer as set forth in Rule 10A- 3(b) (taking into account any exceptions to those requirements set for in such rule) under the Securities Exchange Act of 1934, as amended, and under applicable listing standards of the New York Stock Exchange (the "NYSE"). Each member of the Committee must be "financially literate" (or must become so within a reasonable time after his or her appointment to the Committee) and at least one member of the Committee must have "accounting or related financial management expertise," in each case as the Board interprets such qualification in its business judgment under NYSE listing standards.

Unless the Board otherwise determines, at least one member of the Committee shall be determined by the Board to be an "audit committee financial expert" (as defined for purposes of Form N-CSR).

One or more members of the Committee may be designated by the Board as the Committee's chair or vice chair, as the case may be, and shall serve for such term or terms as the Board may determine. The Committee Chair shall: (1) schedule meetings to take place at such times and frequency as he or she deems appropriate; (2) provide input to management regarding its establishment of an agenda for each Committee meeting, with assistance from other Committee members as the Chair deems appropriate; (3) serve as chair of each Committee meeting; (4) serve as the primary Committee member who shall interface with management regarding Committee-related matters; and (5) perform such other duties as the Board or the Committee deems appropriate. The Chair can delegate to one or more other Committee members one or more of such duties as he or she deems appropriate.

The Committee may delegate any portion of its authority or responsibilities to a sub-committee of one or more members.

Responsibilities and Duties

The Committee's policies and procedures shall remain flexible to facilitate the Committee's ability to react to changing conditions and to generally discharge its functions. The following describe areas of

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attention in broad terms. The responsibilities and duties of the Committee include:

Audit Oversight-Related Responsibilities and Duties

1. To determine the selection, retention or termination of the Fund's IA based on an evaluation of their independence and the nature and performance of the audit and any permitted non-audit services. Decisions by the Committee concerning the selection, retention or termination of the IA shall be submitted to the Board for ratification in accordance with the requirements of Section 32(a) of the Investment Company Act. The Fund's IA must report directly to the Committee, which shall be responsible for resolution of disagreements between management and the IA relating to financial reporting.
2. To consider the independence of the Fund's IA at least annually, and in connection therewith receive on a periodic basis formal written disclosures and letters from the IA as required by the applicable rules of the Public Company Accounting Oversight Board (the "PCAOB").
3. To the extent required by applicable regulations, to pre-approve (i) all audit and permitted non- audit services rendered by the IA to the Fund and (ii) all non-audit services rendered by the IA to the Fund's investment advisers (including sub- advisers) and to certain of the investment advisers' affiliates. The Committee may implement policies and procedures by which such services are approved other than by the full Committee.
4. To review and approve the fees charged by the IA to the Fund, the investment advisers and certain affiliates of the investment advisers for audit, audit-related and permitted non-audit services.
5. If and to the extent that the Fund intends to have employees, to set clear policies for the hiring by the Fund of employees or former employees of the Fund's IA.
6. To obtain and review at least annually a report from the IA describing (i) the IA's internal quality-control procedures and (ii) any material issues raised (a) by the IA's most recent internal quality-control review or peer review.
7. To review with the Fund's IA arrangements for and the scope of the annual audit and any special audits, including the form of any opinion proposed to be rendered to the Board and shareholders of the Fund.
8. To meet with management and the IA to review and discuss the Fund's annual audited financial statements, including a review of any specific disclosures of management's discussion of the Fund's investment performance; and, with respect to the Fund's audited financial statements, discuss with the IA matters required by the PCAOB and any other matters required to be reported to the Committee under applicable law; and provide a statement whether, based on its review of the Fund's audited financial statements, the Committee recommends to the Board that the audited financial statements be included in the Fund's Annual Report.
9. To meet with management to review and discuss the Fund's unaudited financial statements included in the semi-annual report, including, if any, a review of any specific disclosure of management's discussion of the Fund's investment performance.

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1. To discuss with management and, as needed, the IA, the Fund's unaudited financial statements.
2. To review with the IA any audit problems or difficulties encountered in the course of their audit work and management's responses thereto.
3. To review with management and, as applicable, with the IA the Fund's accounting and financial reporting policies, practices and internal controls, including the effect on the Fund of any recommendation of changes in accounting principles or practices by management or the IA.
4. To discuss with management its policies governing the process by which risk assessment and risk management relating to the audit process and Funds' accounting and financial reporting are undertaken.
5. To discuss with management any press releases discussing the Fund's investment performance and other financial information about the Fund, as well as any financial information provided by management to analysts or rating agencies. The Committee may discharge this responsibility by discussing the general types of information to be disclosed by the Fund and the form of presentation (i.e., a case-by-case review is not required) and need not discuss in advance each such release of information.
6. To establish procedures for (i) the receipt, retention, and treatment of complaints received by the Fund regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Fund, the Fund's investment advisers, administrator, principal underwriter (if any) or any other provider of accounting-related services for the investment advisers of concerns regarding accounting or auditing matters.
7. To review with counsel and/or the auditors legal and regulatory matters that have a material impact on the Fund's financial and accounting reporting policies and practices or its internal controls.
8. To report to the Board on a regular basis (at least annually) on the Committee's audit oversight- related activities.

Valuation Oversight-Related Responsibilities and Duties

1. To review and approve the Adviser's Valuation Procedures, recommend their approval by the Board, and oversee the Adviser's implementation of such Procedures with respect to the Funds.
2. To assist the Board in carrying out its responsibilities with respect to fair value determinations for the Funds under Rule 2a-5. In this regard, the Board has delegated to the Committee primary responsibility for the functions required of the Board under Rule 2a-5(b). In appointing the Adviser as Valuation Designee, the Board's and Committee's responsibility is for oversight of fair valuation in accordance with Rule 2a-5 and associated regulatory guidance.
3. To meet periodically with representatives of the Adviser and to review any reports and assessments provided by the Adviser pursuant to the Adviser's Valuation Procedures. In addition, based on information provided by the Adviser, to approve (subject to later Board ratification) or recommend to the Board any appropriate changes to the Adviser's Valuation Procedures based on recommendations from the Adviser or counsel.

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1. To report to the full Board periodically as to the Committee's valuation oversight-related activities and oversight of the Adviser's administration of the Adviser's Valuation Procedures.
2. To receive reports on the activities of the Adviser's internal valuation committee.

Other General Responsibilities and Duties

1. To investigate or initiate the investigation of any fraud, improprieties or suspected improprieties in the Fund's accounting operations or financial reporting, and to otherwise investigate or consider any other audit-related,valuation-related or other matter that it may deem appropriate in carrying out its purposes, duties, or responsibilities and any other matters assigned to it by the Board.
2. In instances where it is impracticable or impossible to hold a meeting of the entire Board, to act in lieu of the full Board. Any such interim actions of the Committee shall be submitted to the Board for ratification at the next scheduled meeting of the Board.
3. To discharge any other duties or responsibilities delegated to the Committee by the Board from time to time. To perform such other functions and discharge any other duties and responsibilities consistent with this Charter, the Agreement and Declaration of Trust and Bylaws applicable to the Fund, and applicable law or regulation, as the Committee or the Board deems necessary or appropriate.

Scope of Responsibilities

This Charter shall not be read to impose on the Committee or any member thereof any responsibility to take any action or supervise any activity of the Funds not otherwise specifically imposed by this Charter or federal, state or other applicable law on the Committee (acting as a body) or any member of the Committee (acting individually) in his or her capacity as a Trustee of a Fund. The Committee and members thereof shall be held to the same standard of care, as applicable, generally applied to the Board or a Trustee under applicable law, and service on the Committee shall not cause any member thereof to be held to a standard of care different from that applicable to his or her service on the Board generally. The designation of a Committee member as an audit committee financial expert does not impose on such person any duties or responsibilities that are greater than the duties and responsibilities imposed on such person as a member of the Committee and the Board. The designation of an audit committee financial expert also does not affect the duties or responsibilities of any other member of the Committee or the Board.

Meetings

Committee meetings shall be held as and when the Committee or the Board determines necessary or appropriate, and shall be called and held in accordance with each Fund's Bylaws. At least annually, the Committee shall meet separately with the IA and separately with the representatives of Fund management responsible for the financial and accounting operations of the Fund.

A majority of the members of the Committee must be present in order to constitute a quorum for the transaction of the Committee's business.

Notwithstanding the foregoing, with respect to the Committee's Valuation Oversight-Related

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