UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Securities Exchange Act of 1934
(Amendment No. )
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Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
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ADVENT CONVERTIBLE AND INCOME FUND
(Exact Name of Registrant as Specified In Its Charter)
(Exact Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
☒ No fee required.
☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials:
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration No.:
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Filing Party:
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Date Filed:
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ADVENT CONVERTIBLE AND INCOME FUND (NYSE: AVK)
888 SEVENTH AVENUE, 31st FLOOR
NEW YORK, NEW YORK 10019
888 SEVENTH AVENUE, 31st FLOOR
NEW YORK, NEW YORK 10019
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 30, 2020
Notice is hereby given to the shareholders of Advent Convertible and Income Fund (the “Fund”), that the Annual Meeting of Shareholders of the Fund (the “Annual Meeting”) will be held on Wednesday, September 30,
2020 at 10:00 a.m. (Eastern time). The Annual Meeting is being held for the following purposes:
1. To elect the following Trustee nominees named in the accompanying proxy statement: Mr. Daniel L. Black and Mr. Michael A. Smart, as Class II Trustees, to serve until the Fund’s
2023 annual meeting of shareholders or until their respective successors shall have been elected and qualified.
2. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof.
THE BOARD OF TRUSTEES (THE “BOARD”) OF THE FUND, INCLUDING THE INDEPENDENT TRUSTEES, UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE NOMINEES OF THE BOARD OF THE FUND.
The Board has fixed the close of business on August 18, 2020 (the “Record Date”) as the record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting and any
adjournments, postponements or delays thereof.
Due to the public health impact of the coronavirus pandemic (COVID-19), and to support the health and well-being of Fund shareholders, the Annual Meeting will be held solely on the internet by virtual means.
Shareholders will not be able to attend the Annual Meeting in person. In order to participate in and vote at the Annual Meeting, shareholders of record on the Record Date need to register for the Annual Meeting at
https://viewproxy.com/avk/broadridgevsm/. If you hold your Shares beneficially through a bank or broker, and wish to vote at the Meeting, you must first obtain a legal proxy from your bank or broker prior to registering for the
Annual Meeting. The control number found on your proxy card is required to register. All shareholders are encouraged to submit their proxy voting instructions prior to the shareholder meeting.
It is important that your shares be represented at the Annual Meeting in person by virtual means or by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return
the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the Internet by following the instructions on the enclosed proxy card so you will be represented at the Annual Meeting. If you attend the Annual Meeting and wish
to vote in person by virtual means, you will be able to do so and your vote at the Annual Meeting will revoke any proxy you may have submitted. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
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By order of the |
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Board of Trustees |
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Edward C. Delk, Secretary of the Fund |
New York, New York
August 25, 2020
August 25, 2020
YOUR VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PAID ENVELOPE PROVIDED OR VOTE VIA TELEPHONE OR THE INTERNET BY FOLLOWING THE INSTRUCTIONS ON THE
ENCLOSED PROXY CARD. IN ORDER TO SAVE THE FUND ANY ADDITIONAL EXPENSE OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY CARD OR VOTE VIA TELEPHONE OR THE INTERNET PROMPTLY.
DUE TO THE PUBLIC HEALTH IMPACT OF THE CORONAVIRUS PANDEMIC (COVID-19), AND TO SUPPORT THE HEALTH AND WELL-BEING OF FUND SHAREHOLDERS, THE ANNUAL MEETING WILL BE HELD SOLELY ON THE
INTERNET BY VIRTUAL MEANS. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON.
IN ORDER TO PARTICIPATE IN AND VOTE AT THE ANNUAL MEETING, SHAREHOLDERS OF RECORD ON THE RECORD DATE NEED TO REGISTER FOR THE ANNUAL MEETING AT
HTTPS://VIEWPROXY.COM/AVK/BROADRIDGEVSM/. IF YOU HOLD YOUR SHARES BENEFICIALLY THROUGH A BANK OR BROKER, AND WISH TO VOTE AT THE MEETING, YOU MUST FIRST OBTAIN A LEGAL PROXY FROM YOUR BANK OR BROKER PRIOR TO REGISTERING FOR THE ANNUAL MEETING.
This page intentionally left blank.
ADVENT CONVERTIBLE AND INCOME FUND (NYSE: AVK)
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 30, 2020
This proxy statement (“Proxy Statement”) is furnished to the holders of common shares of beneficial interest, par value $0.01 per share (“Shares”) of Advent Convertible and Income Fund (the “Fund”) in connection
with the solicitation by the Board of Trustees (the “Board”) of the Fund of proxies to be voted at the annual meeting of shareholders of the Fund to be held on Wednesday, September 30, 2020 and any adjournments, postponements or delays thereof (the
“Annual Meeting”). The Annual Meeting will be held on Wednesday, September 30, 2020 at 10:00 a.m. (Eastern time).
Due to the public health impact of the coronavirus pandemic (“COVID-19”), and to support the health and well-being of Fund shareholders, the Annual Meeting will be held solely on the internet by virtual means. You
will not be able to attend the Annual Meeting in person.
This document will give you the information you need to vote on the matters listed on the accompanying Notice of Annual Meeting of Shareholders (“Notice of Annual Meeting”). Much of the information in this Proxy
Statement is required under rules of the Securities and Exchange Commission (“SEC”). If there is anything you don’t understand, please contact the Fund at (800) 345-7999.
The Fund will furnish to any shareholder, without charge, a copy of the Fund’s most recent annual report and semi-annual report to shareholders upon request. Requests should be
directed to Guggenheim Funds Distributors, LLC, 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606 (800) 345-7999.
The Notice of Annual Meeting of Shareholders, this Proxy Statement and the enclosed proxy card(s) are first being sent to the Fund’s shareholders on or about August 25, 2020.
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Why is a shareholder meeting being held?
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The Shares are listed on the New York Stock Exchange (“NYSE”), and the Fund’s Agreement and Declaration of Trust and the rules of the NYSE require the Fund to hold an annual meeting of shareholders to
elect Trustees each fiscal year.
1
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What proposal will be voted on?
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To elect the following Trustee nominees named in this Proxy Statement: Mr. Daniel L. Black and Mr. Michael A. Smart, as Class II Trustees, to serve until the Fund’s 2023 annual meeting of shareholders
or until their respective successors shall have been elected and qualified.
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Will your vote make a difference?
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Yes!
Your vote is important and could make a difference in the governance of the Fund, no matter how many shares you own.
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Who is asking for your vote?
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The enclosed proxy card is solicited by the Board for use at the Annual Meeting to be held on Wednesday, September 30, 2020, and, if the Annual Meeting is adjourned, postponed or delayed, at any later
meetings, for the purposes stated in the Notice of Annual Meeting.
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How does the Board recommend that shareholders vote on the proposal?
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The Board unanimously recommends that you vote “FOR” each of the nominees of the Board.
The Board has reviewed the qualifications and backgrounds of the Board’s nominees for the Fund and believes that they are experienced in overseeing investment companies and are familiar with the Fund,
their investment strategies and operations and the investment advisor of the Fund. The Board has approved the nominees named in this Proxy Statement and believes their election is in your best interests as shareholders.
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Who is eligible to vote?
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Shareholders of record at the close of business on August 18, 2020 (the “Record Date”) are entitled to be present and to vote on the proposal at the Annual Meeting or any adjournments, postponements
or delays thereof. Each Share is entitled to one vote on the proposal on which holders of those Shares are entitled to vote. Shares represented by duly executed proxies will be voted in accordance with your instructions.
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How do you vote your Shares?
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Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the
Internet so your Shares will be represented at the Annual Meeting. Instructions regarding how to vote (via telephone or the Internet) are
2
included on the enclosed proxy card. The required control number for Internet and telephone voting is printed on the enclosed proxy card. The control number is used to match proxy cards with
shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, Shares are voted in accordance with the proxy card bearing the latest date.
Due to the public health impact of the coronavirus pandemic (COVID-19), and to support the health and well-being of Fund shareholders, the Annual Meeting will be held solely on the internet by virtual
means. Shareholders will not be able to attend the Annual Meeting in person.
In order to participate in and vote at the Annual Meeting, shareholders of record on the Record Date need to register for the Annual Meeting at https://viewproxy.com/avk/broadridgevsm/. If you hold
your Shares beneficially through a bank or broker, and wish to vote at the Meeting, you must first obtain a legal proxy from your bank or broker prior to registering for the Annual Meeting. The control number found on your proxy card is required to
register. All shareholders are encouraged to submit their proxy voting instructions prior to the shareholder meeting.
All Shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked thereon or otherwise as provided
therein. If you sign the proxy card, but don’t fill in a vote, your Shares will be voted in accordance with the Board’s recommendation. If any other business is brought before the Annual Meeting, your Shares will be voted at the proxies’ discretion.
Shareholders who execute proxy cards or record their voting instructions via telephone or the Internet may revoke them at any time before they are voted by filing with the Secretary of the Fund a
written notice of revocation, by delivering (including via telephone or the Internet) a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person by virtual means. Merely attending the Annual Meeting, however,
will not revoke any previously submitted proxy.
Broker-dealer firms holding Shares in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their Shares on the
proposal before the Annual Meeting. The Fund understands that, under the rules of the NYSE, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the
proxies designated by the Board to vote if no instructions have been received prior to the date specified in the
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broker-dealer firm’s request for voting instructions. The proposal is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their
Shares voted by broker dealer firms in favor of the proposal. A properly executed proxy card or other authorization by a beneficial owner of Shares that does not specify how the beneficial owner’s Shares should be voted on the proposal may be deemed
an instruction to vote such Shares in favor of the proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your Shares without instruction. We urge you to provide instructions
to your broker or nominee so that your votes may be counted.
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What vote is required to elect a Trustee nominee?
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The affirmative vote of a majority of the Shares present in person by virtual means or represented by proxy and entitled to vote on the matter at the Annual Meeting at which a quorum is present is
necessary to elect a Trustee nominee.
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How many Shares were outstanding as of the record date?
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At the close of business on August 18, 2020, 34,525,222 Shares were outstanding.
4
THE PROPOSAL: TO ELECT TRUSTEES
The Fund’s Agreement and Declaration of Trust and the rules of the NYSE require the Fund to hold an annual meeting of shareholders to elect Trustees each fiscal year. Shareholders are being asked to elect the
following Trustee nominees named in this Proxy Statement: Mr. Daniel L. Black and Mr. Michael A. Smart, as Class II Trustees, to serve until the Fund’s 2023 annual meeting of shareholders or until their respective successors shall have been elected
and qualified.
Composition of the Board of Trustees
The Trustees are classified into three classes of Trustees. Set forth below are the current Class I Trustees, Class II Trustees and Class III Trustees:
CLASS I TRUSTEES.
Mr. Randall C. Barnes, Mr. Derek Medina and Mr. Gerald L. Seizert are the Class I Trustees of the Fund. The term of the Class I Trustees
will continue until the 2022 annual meeting of shareholders or until successors shall have been elected and qualified.
CLASS II TRUSTEES.
Mr. Daniel L. Black and Mr. Michael A. Smart are the Class II Trustees of the Fund. Mr. Daniel L. Black and Mr. Michael A. Smart are
standing for re-election at the Annual Meeting.
CLASS III TRUSTEES.
Mr. Tracy V. Maitland and Mr. Ronald A. Nyberg are the Class III Trustees of the Fund. The term of the Class III Trustees will continue
until the 2021 annual meeting of shareholders or until successors shall have been elected and qualified.
Each Trustee nominee, if elected at the Annual Meeting, will hold office for three years or until his successor shall have been elected and qualified or until he resigns or is otherwise removed. The other Trustees
will continue to serve under their current terms and will stand for re-election at subsequent annual meetings of shareholders as indicated above.
Unless authority is withheld or other instructions are provided, it is the intention of the persons named in the proxy card to vote “FOR” the election of the Trustee nominees named above. Mr. Black and Mr. Smart
have consented to serve as a Trustee for which they are standing for re-election if elected at the Annual Meeting. If a designated Trustee nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power
on the persons named therein to vote in favor of a substitute Trustee nominee or nominees.
Certain information concerning the current Trustees, the Trustee nominees and the officers of the Fund is set forth in the table below. The sole “interested” Trustee (as defined in Section 2(a)(19) of the
Investment Company Act of 1940, as amended (the “1940 Act”)) is identified in the table below. The “Independent Trustees” are those who are not interested persons of the Fund or Advent Capital
5
Management, LLC (“Advent”), the Fund’s investment advisor, and who satisfy the requirements contained in the definition of “independent” as defined in Rule 10A-3 under the Securities Exchange Act of 1934.
Board Leadership Structure
The primary responsibility of the Board is to represent the interests of the shareholders and to provide oversight of the management of the Fund. The Fund’s day-to-day operations are managed by the Fund’s
investment advisor and other service providers who have been approved by the Board. The Board is currently composed of seven Trustees, six of whom are Independent Trustees and one of whom is classified as an Interested Trustee. The Independent
Trustees are represented by independent legal counsel at Board and committee meetings. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law.
The Board has appointed an Interested Trustee as chairperson and the Independent Trustees of the Board have designated Mr. Daniel L. Black as lead Independent Trustee who chairs meetings or executive sessions of
the Independent Trustees, reviews and comments on Board meeting agendas, represents the views of the Independent Trustees to management and facilitates communication among the Independent Trustees and their counsel.
The Board has established two standing committees (as described below) and has delegated certain responsibilities to those committees, each of which is composed solely of Independent Trustees. The Board and its
committees meet periodically throughout the year to oversee the Fund’s activities, review contractual arrangements with service providers, review the Fund’s financial statements, oversee compliance with regulatory requirements, and review
performance. The Board has determined that this leadership structure, including an Interested Trustee as chairperson, a lead Independent Trustee, a supermajority of Independent Trustees on the Board, committee membership limited to Independent
Trustees, and the participation and advice of independent legal counsel, is appropriate because it allows the Board to exercise informed and independent judgment over the matters under its purview and it allocates areas of responsibility among
committees of Trustees and the full Board in a manner that enhances effective oversight.
Board’s Role in Risk Oversight
The day-to-day management of various risks relating to the administration and operation of the Fund is the responsibility of the Fund’s investment advisor and other service providers retained by the Board or by
management, most of whom employ professional personnel who have risk management responsibilities. The Board oversees this risk management function consistent with and as part of its oversight duties. The Board performs this risk management oversight
function directly and, with respect to various matters, through an Audit Committee and a Nominating and Governance Committee established by the Board. Each committee reports its activities to the Board on a regular basis. The following description
provides an overview of many, but not all, aspects of the Board’s oversight of risk
6
management for the Fund. In this connection, the Board has been advised that it is not practicable to identify all of the risks that may impact the Fund or to develop procedures or controls that are designed to
eliminate all such risk exposures, and that applicable securities law regulations do not contemplate that all such risks be identified and addressed.
The Board, working with personnel of the Fund’s investment advisor and other service providers, has endeavored to identify the primary risks that confront the Fund. In general, these risks include, among others,
investment risks, credit risks, liquidity risks, valuation risks, operational risks, reputational risks, regulatory risks, risks related to potential legislative changes and the risk of conflicts of interest affecting affiliates of Advent and
Guggenheim Funds in managing the Fund. The Board has adopted and periodically reviews various policies and procedures that are designed to address these and other risks confronting the Fund. In addition, the officers of the Fund, the Fund’s
investment advisor and other service providers to the Fund have also implemented a variety of processes, procedures and controls designed to address particular risks to the Fund. The Board and persons retained to render advice and service to the
Board periodically review and/or monitor changes to and developments relating to the effectiveness of these policies and procedures.
The Board requires officers of the Fund to report to the full Board on a variety of matters at regular and special meetings of the Board and its committees, as applicable, including matters relating to risk
management. The Audit Committee also receives reports from the Fund’s independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Board meets with the Fund’s Chief Compliance
Officer, including separate meetings with the Independent Trustees in executive session periodically, to discuss compliance matters and, on a quarterly basis, receives a report from the Chief Compliance Officer regarding compliance matters. The
Board, with the assistance of the Fund’s management, reviews investment policies and risks in connection with its review of the Fund’s performance. In addition, the Board receives reports from the Fund’s investment advisor on the investments and
securities trading of the Fund. With respect to valuation, the Board has approved fair valuation procedures applicable to valuing the Fund’s securities, which the Board and the Audit Committee periodically review. The Board also requires the Fund’s
investment advisor to report to the Board on other matters relating to risk management on a regular and as-needed basis.
7
Descriptions of the primary risks of investing in the Fund are discussed at the Guggenheim Funds website for the Fund (www.guggenheiminvestments.com/avk.).
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Number of
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Other Public
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Portfolios in
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Company or
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Name,
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Position(s)
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Fund Complex
(4)
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Investment
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Address
(1)
and
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Held with
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Principal Occupation(s)
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Overseen by
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Company
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Year of Birth
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Fund
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During The Past Five Years
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Trustee
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Directorships Held
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INDEPENDENT TRUSTEES:
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Randall C. Barnes
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Trustee
(3)
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Current: Private Investor (2001-present).
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1
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Current: Trustee, of
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Year of Birth: 1951
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funds in the
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Former: Senior Vice President and
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Guggenheim Funds fund
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Treasurer, PepsiCo, Inc. (1993-1997);
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complex; funds in the
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President, Pizza Hut International
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Purpose Investments
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(1991-1993); Senior Vice President,
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Funds fund complex
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Strategic Planning and New Business
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(2014-present).
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Development, PepsiCo, Inc. (1987-1990).
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Daniel L. Black
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Trustee
(3)
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Current: Managing Partner, the Wicks
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Year of Birth: 1960
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Group of Companies, LLC (2003-present).
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Former: Managing Director and Co-Head
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Current: Sprouts, LLC
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of the Merchant Banking Group at BNY
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(2015-present); Harlem
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Capital Markets, a division of BNY Mellon
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Lacrosse & Leadership,
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(1998-2003); and Co-Head of U.S. Corporate
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Inc. (2014-present);
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Banking at BNY Mellon (1995-1998).
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Bendon Publishing
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International (2012-
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present); Antenna
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International, Inc. (2010-
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present); Bonded
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Services, Ltd. (2011-
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present).
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Former: Penn Foster
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Education Group, Inc.
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(2007-2009)
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Derek Medina
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Trustee
(2)
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Current: Senior Vice President, Business
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Current: Young
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Year of Birth: 1966
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Affairs at ABC News (2008-present).
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Scholar’s Institute
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(2005-present); Oliver
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Former: Vice President, Business Affairs
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Scholars (2011-present).
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and News Planning at ABC News
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(2003-2008); Executive Director, Office
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of the President at ABC News (2000-2003);
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Associate at Cleary Gottlieb Steen &
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Hamilton (law firm) (1995-1998);
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Associate in Corporate Finance at
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J.P. Morgan/Morgan Guaranty (1988-1990).
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Ronald A. Nyberg
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Trustee
(2)
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Current: Partner, Momkus LLC
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1
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Current: Trustee, of
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Year of Birth: 1953
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(2016-present).
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funds in the
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Guggenheim Funds fund
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Former: Partner, Nyberg & Cassioppi, LLC
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complex; PPM Funds
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(2000-2016); Executive Vice President,
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(February 2018-present);
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General Counsel, and Corporate Secretary,
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Edward-Elmhurst
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Van Kampen Investments (1982-1999).
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Healthcare System
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(2012-present).
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8
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Number of
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Other Public
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Portfolios in
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Company or
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Name,
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Position(s)
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Fund Complex
(4)
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Investment
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Address
(1)
and
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Held with
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Principal Occupation(s)
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Overseen by
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Company
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Year of Birth
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Fund
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During The Past Five Years
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Trustee
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Directorships Held
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INDEPENDENT TRUSTEES continued:
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Gerald L. Seizert
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Trustee
(2)
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Current: Managing Partner of Seizert
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1
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Current: Beaumont
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Year of Birth: 1952
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Capital Partners, LLC, where he directs
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Hospital (2012-present).
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the equity disciplines of the firm.
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Former: Co-Chief Executive (1998-1999)
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and a Managing Partner and Chief
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Investment Officer – Equities of Munder
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Capital Management, LLC (1995-1999);
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Vice President and Portfolio Manager of
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Loomis, Sayles & Co., L.P. (asset
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manager) (1984-1995); Vice President
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and Portfolio Manager at First of
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America Bank (1978-1984).
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Michael A. Smart
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Trustee
(2)
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Current: Managing Partner, CSW Private
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1
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Current: National
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Year of Birth: 1960
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Equity (July 2014-present), Managing
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Association of
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Partner, Cordova, Smart & Williams, LLC
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Investment Companies
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(2003-present).
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(“NAIC”) (2010-
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present); Sprint
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Former: Principal, First Atlantic Capital
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Industrial Holdings
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Ltd (2001-2003); Managing Director in
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(2007-present).
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Investment Banking – the Private Equity
|
|||
|
|
|
Group (1995-2001) and a Vice President
|
|
Former: Berkshire
|
|
|
|
in Investment Banking – Corporate Finance
|
Blanket, Holdings, Inc.
|
|
|
|
|
(1992-1995) at Merrill Lynch & Co;
|
|
(2006-2016); Sqwincher
|
|
|
|
Founding Partner of The Carpediem Group,
|
Holdings (2006-2015).
|
|
|
|
a private placement firm (1991-1992);
|
|||
|
|
|
Associate at Dillon, Read and Co.
|
|
|
|
|
|
(investment bank) (1988-1990).
|
|
|
|
|
||||
|
INTERESTED TRUSTEE:
|
|
|
|
|
|
|
||||
|
Tracy V. Maitland*
|
Trustee
(2)
,
|
Current: President and Founder, Advent
|
1
|
None.
|
|
Year of Birth: 1960
|
Chairman,
|
Capital Management, LLC (2001-present).
|
|
|
|
|
President
|
|
|
|
|
|
and Chief
|
Former: President, Advent Capital
|
|
|
|
|
Executive
|
Management, a division of Utendahl Capital.
|
|
|
|
|
Officer
|
|
|
|
|
*
|
Mr. Maitland is an interested person of the Fund because of his position as an officer of the Adviser and certain of its affiliates.
|
|
(1)
|
The business address of each current Trustee is c/o Advent Capital Management, LLC, 888 Seventh Avenue, 31st Floor, New York, New York 10019.
|
|
(2)
|
Trustee since commencement of operation of the Fund.
|
|
(3)
|
Trustee of the Fund since September 20, 2005.
|
|
(4)
|
The Fund is the only fund in the “Fund Complex.”
|
Trustee Experiences, Qualifications, and Skills
The Board believes that, collectively, the Trustees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Board to operate effectively in governing the Fund and protecting
the interests of shareholders.
9
The Trustees were selected to serve and continue on the Board based upon their skills, experience, judgment, analytical ability, diligence, ability to work effectively with other Trustees, the Fund’s investment
advisor, other service providers, counsel and independent auditors, availability and commitment to attend meetings and perform the responsibilities of a Trustee and to exercise effective business judgment in the performance of their responsibilities
as a Trustee and, for each Independent Trustee, a demonstrated willingness to take an independent and questioning view of management. Each Trustee also now has considerable familiarity with the Fund, the Fund’s investment advisor and other service
providers, and their operations, as well as the special regulatory requirements governing regulated investment companies and the special responsibilities of investment company trustees as a result of his substantial prior service as a Trustee.
Each Trustee’s ability to perform his duties effectively is evidenced by his educational background or professional training; business positions; experience from service as a Trustee, other investment funds, public
companies or non-profit entities or other organizations; ongoing commitment and participation in Board and committee meetings throughout the years; or other relevant life experiences.
The following is a summary of the experience, qualifications, attributes and skills of each Trustee that support the conclusion, as of the date of this proxy statement, that each Trustee should serve as a Trustee
in light of the Fund’s business and structure. References to the qualifications, attributes and skills of Trustees are pursuant to requirements of the SEC, do not constitute holding out of the Board or any Trustee as having any special expertise and
shall not impose any greater responsibility or liability on any such person or on the Board by reason thereof.
|
Trustee
|
Experiences, Qualifications and Skills
|
|
|
|
|
Tracy V. Maitland
|
Mr. Maitland’s service as a Trustee and his experience as President and Chief
Investment Officer of Advent Capital Management, LLC provides him with
experience in financial, accounting, regulatory, governance and investment
matters, with particular experience and practical business knowledge in the
investment management industry.
|
|
Derek Medina
|
Mr. Medina’s service as a Trustee his experience as Senior Vice President at
ABC News, and his professional training and prior experience as an attorney at
a law firm and a financial services firm provides him with experience in
financial, regulatory, investment, legal and governance matters.
|
|
Ronald A. Nyberg
|
Mr. Nyberg’s service as a Trustee and his professional training and experience
as an attorney and partner of a law firm and at an asset management firm
provides him with experience in financial, regulatory, legal, investment
management and governance matters.
|
|
Gerald L. Seizert
|
Mr. Seizert’s service as a Trustee and his service at various asset management
firms, including serving as CEO and as a board member, provides him with
experience in financial, accounting, regulatory, governance, capital markets and
investment matters.
|
|
Michael A. Smart
|
Mr. Smart’s service as a Trustee and as a board member, managing partner and
employee of various financial and operating companies provides him with
experience in financial, accounting, regulatory, governance, investment
banking, private equity and investment matters.
|
10
|
Trustee
|
Experiences, Qualifications and Skills
|
|
|
|
|
Daniel L. Black
|
Mr. Black’s service as a Trustee and as a past board member for a variety of
organizations including information, education and media businesses and his
long career of holding leadership positions in general management, commercial
banking and credit, investment banking, private equity and mezzanine investing
provides him with experience in financial, accounting, regulatory, governance
and investment matters.
|
|
Randall C. Barnes
|
Mr. Barnes’s service as a Trustee, his executive employment experience at
various global food and beverage companies, and his personal investment
experience, provides him with experience in financial, accounting, regulatory,
governance and investment matters.
|
Executive Officers
The Fund’s officers receive no compensation from the Fund, but may also be officers or employees of the investment advisor or affiliates of the investment advisor of the Fund and may receive compensation in such
capacities.
|
|
|
Term of
|
|
|
Name,
|
Position
|
Office
(2)
and
|
|
|
Business Address
(1)
|
Held
|
Length
|
|
|
and Year
|
with
|
of Time
|
Principal Occupation(s)
|
|
of Birth
|
the Fund
|
Served
|
During the Past Five Years
|
|
|
|||
|
Edward C. Delk
|
Chief
|
Officer
|
General Counsel and Chief Compliance Officer,
|
|
Year of Birth: 1968
|
Compliance
|
since 2012
|
Advent Capital Management, LLC (2012-present).
|
|
|
Officer and
|
|
Formerly, Assistant General Counsel and Chief
|
|
|
Secretary
|
|
Compliance Officer, Insight Venture Management,
|
|
|
|
|
LLC (2009-2012); Associate General Counsel,
|
|
|
|
|
TIAA-CREF (2008-2009); Principal, Legal
|
|
|
|
|
Department, The Vanguard Group, Inc.
|
|
|
|
|
(2000-2008).
|
|
|
|||
|
Tony Huang
|
Vice
|
Officer
|
Vice President, Co-Portfolio Manager and Analyst,
|
|
Year of Birth: 1976
|
President
|
since 2014
|
Advent Capital Management, LLC (2007-present).
|
|
|
and Assistant
|
|
Formerly, Senior Vice President, Portfolio
|
|
|
Secretary
|
|
Manager and Analyst, Essex Investment
|
|
|
|
|
Management (2001-2006); Vice President,
|
|
|
|
|
Analyst, Abacus Investments (2001); Vice
|
|
|
|
|
President, Portfolio Manager, M/C Venture
|
|
|
|
|
Partners (2000-2001); Associate, Fidelity
|
|
|
|
|
Investments (1996-2000).
|
|
|
|||
|
Robert White
|
Chief
|
Officer
|
Chief Financial Officer, Advent Capital
|
|
Year of Birth: 1967
|
Financial
|
since 2005
|
Management, LLC (2005-present). Formerly, Vice
|
|
|
Officer and
|
|
President, Client Service Manager, Goldman Sachs
|
|
|
Treasurer
|
|
Prime Brokerage (1997-2005).
|
|
(1)
|
The business address of each officer is c/o Advent Capital Management, LLC, 888 Seventh Avenue, 31st Floor, New York, New York 10019.
|
|
(2)
|
Officers serve at the pleasure of the Board and until his or her successor is appointed and qualified or until his or her earlier resignation or removal.
|
Board Committees
The Trustees have determined that the efficient conduct of the Fund’s affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board. The committees meet as often as
necessary, either in
11
conjunction with regular meetings of the Trustees or otherwise. The standing committees of the Board are the Audit Committee and the Nominating and Governance Committee.
Audit Committee.
The Audit Committee, which is composed of all of the Independent Trustees, is charged with selecting a firm of independent registered public accountants
for the Fund and reviewing accounting matters with the accountants. The members of the Audit Committee are Messrs. Seizert, Smart, Barnes, Black, Medina and Nyberg, all of whom are Independent Trustees. A majority of the members of the Audit
Committee are audit committee financial experts and are independent for the purpose of the definition of audit committee financial expert as applicable to the Fund.
The Audit Committee presents the following report:
The Audit Committee performed the following functions: (i) the Audit Committee reviewed and discussed the audited financial statements of the Fund with management of the Fund; (ii) the Audit Committee
discussed with the independent registered public accounting firm the matters required to be discussed by the Statement on Auditing Standards No. 114, (iii) the Audit Committee received the written disclosures and the letter from the independent
registered public accounting firm required by Public Company Accounting Oversight Board Rule 3526 and has discussed with the independent registered public accounting firm the auditors’ independence and (iv) the Audit Committee recommended to the
Board that the financial statements be included in the Fund’s Annual Report for the past fiscal year.
The Audit Committee is governed by a written Audit Committee charter, the most recent version of which was approved by the Board on December 6, 2018. The Audit Committee charter is not available on the Fund’s
website. In accordance with proxy rules promulgated by the SEC, a fund’s audit committee charter is required to be filed at least once every three years as an exhibit to a fund’s proxy statement. The Audit Committee Charter is attached hereto as
Appendix
A
.
Nominating and Governance Committee.
The Nominating and Governance Committee, which is composed of all of the Independent Trustees, performs the functions set forth in the
Nominating and Governance Committee charter. The Independent Trustees meet regularly as a group in executive session as the Nominating and Governance Committee.
As part of its duties, the Nominating and Governance Committee makes recommendations to the full Board with respect to candidates for election to the Board. The Nominating and Governance Committee will consider
trustee candidates recommended by shareholders for their consideration. In considering candidates recommended to the Nominating and Governance Committee by shareholders, the Nominating and Governance Committee will take into consideration the needs
of the Board and the qualifications of the candidate. The
12
Nominating and Governance Committee may also take into consideration the number of shares held by the recommending shareholder and the length of time that such shares have been held. To have a candidate recommendation
considered by the Nominating and Governance Committee, a shareholder must submit the recommendation in writing and must include:
|
•
|
The name of the shareholder and evidence of the person’s ownership of shares of the Fund, including the number of shares owned and the length of time of ownership; and
|
|
•
|
The name of the recommended candidate, the candidate’s resume or a listing of his or her qualifications to be a Trustee and the person’s consent to be named as a Trustee if selected by the Nominating
and Governance Committee and nominated by the Board.
|
In order for a shareholder’s recommended candidate to be considered by the Nominating and Governance Committee, the information described above must be sent to the Fund’s Secretary, c/o Advent Capital Management,
LLC, 888 Seventh Avenue, 31st Floor, New York, New York 10019.
The Nominating and Governance Committee believes that the minimum qualifications for serving as a Trustee are that a candidate demonstrate, by significant accomplishment in his or her field, an ability to make a
meaningful contribution to the Board’s oversight of the business and affairs of the Fund and have an impeccable record and reputation for honest and ethical conduct in both his or her professional and personal activities. In addition, the Nominating
and Governance Committee examines a candidate’s specific experiences and skills, time availability in light of other commitments, potential conflicts of interest and independence from management and the Fund. The Nominating and Governance Committee
has a policy to consider diversity of backgrounds and experience when identifying Trustee nominee candidates. The Nominating and Governance Committee believes the Board generally benefits from diversity of background, experience and views among its
members, and considers how a particular candidate could be expected to contribute to such overall diversity and thereby enhance the effectiveness of the Board.
The Nominating and Governance Committee is governed by a written Nominating and Governance Committee charter, the most recent version of which was approved by the Board on December 6, 2018. The Nominating and
Governance Committee charter is not available on the Fund’s website. In accordance with proxy rules promulgated by the SEC, a fund’s nominating committee charter is required to be filed at least once every three years as an exhibit to a fund’s proxy
statement. The Nominating and Governance Committee Charter was attached as Appendix A to the Fund’s 2019 proxy statement.
13
Trustee Communications
Shareholders and other interested parties may contact the Board or any member of the Board by mail. To communicate with the Board or any member of the Board, correspondence should be addressed to the Board or the
Board members with whom you wish to communicate by either name or title. All such correspondence should be sent c/o the Secretary of the Fund at 888 Seventh Avenue, 31st Floor, New York, New York 10019.
Trustee and Officer Beneficial Ownership of Securities
As of July 31, 2020, the Trustees beneficially owned equity securities of the Fund in the aggregate in the following amounts. The Fund is the only fund in the “Fund Complex.”
|
|
|
Dollar Range
|
|
Name of Trustee
|
Number of
|
of Equity
|
|
or Trustee Nominee
|
Shares Owned
|
Securities
|
|
Independent Trustees:
|
|
|
|
Randall C. Barnes
|
6,346
|
$50,001-$100,000
|
|
Daniel Black
|
13,175
|
Over $100,000
|
|
Derek Medina
|
7,000
|
Over $100,000
|
|
Ronald A. Nyberg
|
9,255
|
Over $100,000
|
|
Gerald L. Seizert
|
56,867
|
Over $100,000
|
|
Michael A. Smart
|
4,805
|
$50,001-$100,000
|
|
Interested Trustee:
|
|
|
|
Tracy V. Maitland
(1)
|
41,250
|
Over $100,000
|
|
(1)
|
Only include Shares that are directly held by Mr. Maitland. By virtue of his control of Advent, Mr. Maitland may be deemed to indirectly beneficially own an additional 153,048 Shares that are owned by Advent.
|
As of July 31, 2020, the Fund’s officers beneficially owned equity securities of the Fund in the following amounts:
|
Name
|
Number of Shares Owned
|
|
Edward C. Delk
|
0
|
|
Tony Huang
|
7,100
|
|
Robert White
|
0
|
As of July 31, 2020, each Trustee and officer individually owned less than 1% of the outstanding Shares. As of July 31, 2020, the Trustees and officers of the Fund as a group owned less than 1% of the outstanding
Shares.
Board Meetings
Five (5) meetings of the Board were held during the Fund’s last fiscal year ended October 31, 2019.
Three (3) meetings of the Audit Committee were held during the Fund’s last fiscal year ended October 31, 2019.
Four (4) meetings of the Nominating and Governance Committee were held during the Fund’s last fiscal year ended October 31, 2019.
14
Each Trustee attended at least 75% of the aggregate of: (i) all regular meetings of the Board held during its last fiscal year ended October 31, 2019; and (ii) all meetings of all committees of the Board on which
the Trustee served held during its fiscal year ended October 31, 2019.
It is the Fund’s policy to invite Trustees to attend joint annual meetings of shareholders of the Fund. At the annual meeting of shareholders of the Fund held on September 25, 2019, each Trustee attended the
meeting in person and the remainder participated in the meeting by teleconference.
Trustee Compensation
The following table sets forth the compensation paid to each Trustee by the Fund. The Fund is the only fund in the “Fund Complex.”
|
|
Aggregate Compensation
|
|
Name
|
from the Fund
|
|
Independent Trustees:
|
|
|
Randall C. Barnes
|
$79,000
|
|
Daniel Black
|
$82,000
|
|
Derek Medina
|
$78,000
|
|
Ronald A. Nyberg
|
$78,000
|
|
Gerald L. Seizert
|
$77,000
|
|
Michael A. Smart
|
$77,000
|
|
Interested Trustee:
|
|
|
Tracy V. Maitland
|
$0
|
Shareholder Approval
The affirmative vote of a majority of the Shares present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting at which a quorum is present is necessary to elect a Trustee
nominee with respect to the Fund. The holders of Shares will have equal voting rights (i.e., one vote per Share). Abstentions will have the same effect as votes against the proposal. “Broker non-votes” (i.e., Shares held by brokers or nominees as to
which (i) instructions have not been received from the beneficial owner or the persons entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter) will have no effect on the outcome of the vote on the
proposal.
Board Recommendation
The Board, including the Independent Trustees, unanimously recommends that shareholders of the Fund vote
“FOR”
each nominee of the Board.
15
ADDITIONAL INFORMATION
Further Information About Voting and the Annual Meeting
The holders of a majority of the Shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum at such meeting of the shareholders for purposes of conducting business on
such matter. Abstentions and broker non-votes will be counted as Shares present at the Annual Meeting for quorum purposes.
The Board has fixed the close of business on August 18, 2020, as the Record Date for the determination of shareholders of the Fund entitled to notice of, and to vote at, the Annual Meeting. Shareholders as of the
close of business on the Record Date will be entitled to one vote on each matter to be voted on for each Share held and a fractional vote with respect to fractional Shares with no cumulative voting rights.
Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the Internet so your
Shares will be represented at the Annual Meeting. Instructions regarding how to vote via telephone or the Internet are included on the enclosed proxy card. The required control number for Internet and telephone voting is printed on the enclosed proxy
card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, Shares are voted in accordance with the proxy card bearing the latest date.
Due to the public health impact of the coronavirus pandemic (COVID-19), and to support the health and well-being of Fund shareholders, the Annual Meeting will be held solely on the internet by virtual means.
Shareholders will not be able to attend the Annual Meeting in person.
In order to participate in and vote at the Annual Meeting, shareholders of record on the Record Date need to register for the Annual Meeting at https://viewproxy.com/avk/broadridgevsm/. If you hold your Shares
beneficially through a bank or broker, and wish to vote at the Meeting, you must first obtain a legal proxy from your bank or broker prior to registering for the Annual Meeting. The control number found on your proxy card is required to register. All
shareholders are encouraged to submit their proxy voting instructions prior to the shareholder meeting.
All Shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the instructions marked thereon or otherwise as provided therein.
If you sign the proxy card, but don’t fill in a vote, your Shares will be voted in accordance with the Board’s recommendation.
If any other business is brought before the Annual Meeting, your Shares will be voted
at the proxies’ discretion.
16
Shareholders who execute proxy cards or record voting instructions via telephone or the Internet may revoke them at any time before they are voted by filing with the Secretary of the Fund a written notice of
revocation, by delivering (including via telephone or the Internet) a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person. Merely attending the Annual Meeting, however, will not revoke any previously
submitted proxy.
Broker-dealer firms holding Shares in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their Shares on the proposal before the
Annual Meeting. The Fund understands that, under the rules of the NYSE, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the
Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The proposal is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not
return a proxy card may have their Shares voted by broker dealer firms in favor of the proposal. A properly executed proxy card or other authorization by a beneficial owner of Shares that does not specify how the beneficial owner’s Shares should be
voted on the proposal may be deemed an instruction to vote such Shares in favor of the proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your Shares without instruction.
We urge you to provide instructions to your broker or nominee so that your votes may be counted.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on September 30, 2020
This Proxy Statement is available on the Internet at www.proxyvote.com.
Investment Advisor
Advent Capital Management, LLC acts as the Fund’s investment advisor. Advent is responsible for making investment decisions with respect to the investment of the Fund’s assets. Advent is located at 888 Seventh
Avenue, 31st Floor, New York, New York 10019. As of July 31, 2020 Advent managed approximately $8.8 billion in assets.
Servicing Agent
Guggenheim Funds Distributors, LLC (the “Servicing Agent”) acts as servicing agent to the Fund. The Servicing Agent is located at 227 West Monroe Street, Chicago, IL 60606. Pursuant to a servicing agreement with
the Fund, the Servicing Agent provides the Fund a variety of services, including (i) replying to requests for information concerning the Fund from shareholders or prospective shareholders, brokers or the public; (ii) aiding in the secondary market
support of the Fund through regular written and oral communications with the Fund’s NYSE designated market maker, the closed-end fund analyst community and various information providers specializing in the dissemination of closed-end fund
17
information; (iii) coordinating and overseeing activities of the Fund’s administrator; (iv) developing and maintaining a website for the Fund and (v) overseeing, in consultation with, and as agreed by, Advent matters
relating to the conduct and administration of meetings of the Board and committees thereof.
Administrator
MUFG Investor Services (US), LLC (“MUFG”) serves as the Fund’s administrator. MUFG is located at 805 King Farm Boulevard, Rockville, Maryland 20850. Pursuant to an administration agreement with the Fund, MUFG
provides certain administrative, bookkeeping and accounting services to the Fund.
Independent Auditors
PricewaterhouseCoopers LLP (“PWC”) has been selected as the Fund’s independent registered public accounting firm by the Audit Committee and ratified by a majority of the Board, including a majority of the
Independent Trustees, by vote cast in person, to audit the accounts of the Fund for and during the current fiscal year of the Fund. The Fund does not know of any direct or indirect financial interest of PWC in the Fund.
Representatives of PWC will be available to attend the Annual Meeting either in person or telephonically, will have the opportunity to make a statement if they desire to do so and will be available to answer
questions if necessary.
Audit Fees
The aggregate fees billed to the Fund by PWC for professional services rendered for the audit of the Fund’s financial statements for the Fund’s fiscal year ended October 31, 2018 were $140,000. The aggregate fees
billed to the Fund by PWC for professional services rendered for the audit of the Fund’s annual financial statements for the Fund’s fiscal year ended October 31, 2019 were $100,000.
Audit-Related Fees
The aggregate fees billed by PWC and approved by the Audit Committee for the Fund’s fiscal year ended October 31, 2018 for assurance and related services reasonably related to the performance of the audit of the
Fund’s annual financial statements were $0. The aggregate fees billed by PWC and approved by the Audit Committee for the Fund’s fiscal year ended October 31, 2019 for assurance and related services reasonably related to the performance of the audit
of the Fund’s financial statements were $0.
PWC did not perform any other assurance and related services that were required to be approved by the Audit Committees for such period.
Tax Fees
The aggregate fees billed by PWC and approved by the Audit Committee for the Fund’s fiscal year ended October 31, 2018 for professional services rendered for tax compliance, tax advice, and tax planning were
$17,510 (such fees relate to tax services provided by PWC in connection with the Fund’s excise tax
18
calculations and review of the Fund’s tax returns). The aggregate fees billed by PWC and approved by the Audit Committee for the Fund’s fiscal year ended October 31, 2019 for professional services rendered for tax
compliance, tax advice, and tax planning were $17,510 (such fees relate to tax services provided by PWC in connection with the Fund’s excise tax calculations and review of the Fund’s tax returns).
PWC did not perform any other tax compliance or tax planning services or render any tax advice that were required to be approved by the Audit Committee for such period.
All Other Fees
The aggregate fees billed for products and services provided by PWC, other than the services reported above in Audit Fees, Audit-Related Fees, and Tax Fees were $0 for the Fund’s fiscal year ended October 31, 2018
and $0 for the Fund’s fiscal year ended October 31, 2019.
Aggregate Non-Audit Fees
The aggregate non-audit fees billed by PWC for the Fund’s fiscal year ended October 31, 2018 for services rendered to the Fund were $17,510. The aggregate non-audit fees billed by PWC for the Fund’s fiscal year
ended October 31, 2019 for services rendered to the Fund were $17,510.
No non-audit fees were billed by PWC for the Fund’s fiscal years ended October 31, 2018 and October 31, 2019 for services rendered to Advent, or any entity controlling, controlled by, or under common control with
Advent that provides ongoing services to the Fund.
Audit Committee’s Pre-Approval Policies and Procedures
The Audit Committee adopted Pre-Approved Policies and Procedures as part of the Audit Committee Charter. The Audit Committee has pre-approved all audit and non-audit services provided by PWC to the Fund, and all
non-audit services provided by PWC to Advent, or any entity controlling, controlled by, or under common control with Advent that provides ongoing services to the Fund which are related to the operations of the Fund. The Audit Committee has considered
whether the provision of non-audit services that were rendered by PWC for the Fund’s fiscal years ended October 31, 2018 and October 31, 2019 to Advent or any entity controlling, controlled by, or under common control with Advent that were not
pre-approved pursuant to 17 CFR 210.2-01(c)(7)(ii) is compatible with maintaining PWC’s independence. Pursuant to such consideration, the Audit Committee has made a determination that such non-audit services are compatible with maintaining PWC’s
independence.
Advent and affiliates of Advent performing services for the Fund paid no fees to PWC in the Fund’s most recent fiscal year for services other than those described above or for any other services, including for
information systems design and implementation.
19
Principal Shareholders
As of August 18, 2020, to the knowledge of the Fund, no person beneficially owned more than 5% of the voting securities of any class of securities of any of the Fund.
Delinquent Section 16(a) Reports
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of the 1940 Act require the Fund’s officers and Trustees, certain officers of the Fund’s investment advisor, affiliated persons of the
investment advisor, and persons who beneficially own more than ten percent of the Fund’s shares to file certain reports of ownership (“Section 16 filings”) with the SEC and the NYSE. Based upon the Fund’s review of the copies of such forms effecting
the Section 16 filings received by it, the Fund believes that for its fiscal year ended October 31, 2019, all filings applicable to such persons were completed and filed in a timely manner.
Privacy Principles of the Fund
The Fund is committed to maintaining the privacy of shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the
Fund collects, how the Fund protects that information and why, in certain cases, the Fund may share information with select other parties.
Generally, the Fund does not receive any non-public personal information relating to their shareholders, although certain non-public personal information of their shareholders may become available to the Fund. The
Fund does not disclose any non-public personal information about their shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third
party administrator).
The Fund restricts access to non-public personal information about their shareholders to employees of Advent and the Servicing Agent with a legitimate business need for the information. The Fund maintains physical,
electronic and procedural safeguards designed to protect the non-public personal information of their shareholders.
Deadline for Shareholder Proposals
The Fund’s Amended and Restated By-Laws (the “By-Laws”) require compliance with certain procedures for a shareholder to properly make a nomination for election as a Trustee or to propose other business for the
Fund. If a shareholder who is entitled to do so under the By-Laws wishes to nominate a person or persons for election as a Trustee or propose other business for the Fund, that shareholder must provide a written notice to the Secretary of the Fund at
the Fund’s principal executive offices. Such notice must include certain information about the proponent and the proposal, or in the case of a nomination, the nominee. A copy of the By-Laws, which includes the provisions regarding the requirements
20
for shareholder nominations and proposals, may be obtained by writing to the Secretary of the Fund c/o Advent Capital Management, LLC, 888 Seventh Avenue, 31st Floor, New York, New York 10019. Any shareholder
considering making a nomination or other proposal should carefully review and comply with those provisions of the By-Laws.
Shareholder proposals intended for inclusion in the Fund’s proxy statement in connection with the Fund’s 2021 annual meeting of shareholders pursuant to Rule 14a-8 under the Securities Exchange Act of 1934 (the
“Exchange Act”) must be received by the Fund at the Fund’s principal executive offices by April 27, 2021 in order to be considered for inclusion in the Fund’s proxy statement. Timely submission of a proposal does not necessarily mean that such
proposal will be included in the Fund’s proxy statement.
A proposal, other than a proposal submitted pursuant to Rule 14a-8, to be presented at the Fund’s 2021 annual meeting of shareholders must be received by the Fund’s Secretary at the Fund’s principal executive
offices not earlier than June 2, 2021 and not later than July 2, 2021 (which is also the date after which shareholder nominations and proposals made outside of Rule 14a-8 under the Exchange Act would not be considered “timely” within the meaning of
Rule 14a-4(c) under the Exchange Act). If a proposal is not “timely” within the meaning of Rule 14a-4(c), then the persons named as proxies in the proxies solicited by the Board for the 2021 annual meeting of shareholders may exercise discretionary
voting power with respect to any such proposal.
Expenses of Proxy Solicitation
The cost of soliciting proxies will be borne by the Fund. Certain officers of the Fund and certain officers and employees of Advent, the Servicing Agent or their respective affiliates (none of whom will receive
additional compensation therefore), may solicit proxies by telephone, mail, e-mail and personal interviews. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation material to their principals to obtain
authorization for the execution of proxies, and will be reimbursed by the Fund for such out-of-pocket expenses.
Other Matters
The management of the Fund knows of no other matters which are to be brought before the Annual Meeting. However, if any other matters not now known properly come before the Annual Meeting, it is the intention of
the persons named in the enclosed form of proxy to vote such proxy in accordance with their judgment on such matters.
Failure of a quorum to be present at the Annual Meeting may result in an adjournment. The chairman of the Annual Meeting may also move for an adjournment of any meeting, in his or her discretion, including to
permit further solicitation of proxies with respect to a proposal if they determine that adjournment and further solicitation are reasonable and in the best interests of shareholders. Any adjourned meeting or meetings may be held without the
necessity of another notice.
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The persons named in the enclosed proxy card will vote in favor of any such adjournment if they believe the adjournment and additional proxy solicitation are reasonable and in the best interests of the Fund’s
shareholders. For purposes of determining the presence of a quorum, abstentions and broker non-votes will be treated as shares that are present at the meeting.
Please vote promptly by signing and dating the enclosed proxy card and returning it in the accompanying postage-paid return envelope or by following the enclosed instructions to vote by telephone or over the
Internet.
August 25, 2020
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APPENDIX A
ADVENT CLAYMORE CONVERTIBLE SECURITIES AND INCOME
FUND (“AVK”)
AUDIT COMMITTEE CHARTER
1
Rev. 12/6/18
2
I. PURPOSE OF THE AUDIT COMMITTEE
The purpose of the Audit Committee (the “
Audit Committee
”) of the Board of Trustees (the “
Board
”) of Advent Claymore Convertible Securities and Income Fund (the “
Trust
”) is to provide assistance to
the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting and internal control functions of the Trust, including, without limitation, (a) assisting the Board’s
oversight of (i) the integrity of the Trust’s financial statements, (ii) the Trust’s compliance with legal and regulatory requirements, and (iii) the qualifications and independence of the Trust’s independent auditor (the “
Independent Auditor
”),
and (b) preparing the report required to be prepared by the Audit Committee pursuant to the rules of the Securities and Exchange Commission (the “
SEC
”) for inclusion in the Trust’s annual proxy statement, if any.
II. COMPOSITION OF THE AUDIT COMMITTEE
The Audit Committee shall be comprised of three or more trustees as determined from time to time by resolution of the Board. Each member of the Audit Committee shall be qualified to serve on the Audit Committee pursuant
to the requirements of the Sarbanes - Oxley Act of 2002 (the “
Act
”) and the rules and regulations promulgated by the SEC pursuant to the Act and by the New York Stock Exchange (the “
NYSE
”). Each member of the Audit Committee shall be
“independent” as defined by the rules promulgated by the SEC pursuant to the Act and the NYSE listing standards.
According to the rules and regulations promulgated by the SEC pursuant to the Act, a member is independent if he or she, other than in his or her capacity as a member of the Board, the Audit Committee or any other board
committee, (a) does not accept directly or indirectly any consulting, advisory or other compensatory fee from the Trust, other than receipt of pension or other forms of deferred compensation from the Trust for prior service, so long as such
compensation is not contingent in any way on continued service, and (b) is not an “interested person” of the Trust (an “
Independent Trustee
”) as defined in Section 2(a)(19) of the Investment Company Act of 1940 (the “
1940 Act
”).
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This Audit Committee Charter supersedes and replaces all prior versions that may have been adopted from time to time.
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This revision was solely for the purpose of incorporating necessary revisions following the completion of the mergers of each of Advent Claymore Convertible Securities and Income Fund II (“AGC”) and Advent/Claymore Enhanced Growth &
Income Fund (“LCM”) with and into AVK, which occurred on August 27, 2018.
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According to the NYSE listing standards, a member is independent if he or she has no relationship with the Trust that may interfere with the exercise of his or her independence from the Trust and Advent Capital
Management, LLC (the “
Investment Manager
”) and (a) is not an employee of the Trust or the Investment Manager, (b) is not a partner, controlling shareholder or executive officer of an organization that has a business relationship with the Trust
or has a direct business relationship with such Trust, (c) is not employed as an executive of another company for which an executive of the Trust serves on that company’s compensation committee, and (d) does not have an immediate family member who is
an executive officer of any Trust or the Investment Manager.
No member of the Board may serve as a member of the Audit Committee if the member serves on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would
not impair the ability of the member to effectively serve on the Audit Committee.
Each member of the Audit Committee must be “financially literate” (as such term is defined from time-to-time by the NYSE rules) as such qualification is interpreted by the Board in its business judgment, or must become
financially literate within a reasonable period of time after his or her appointment to the Audit Committee. In addition, at least one member of the Audit Committee must have “accounting or related financial management expertise” (as such term is
defined by the NYSE rules) as the Board interprets such qualification in its business judgment. Further, either (a) at least one member of the Audit Committee must be determined to be an “audit committee financial expert” (as such term is defined in
the rules and regulations promulgated by the SEC pursuant to the Act) by the Board, or (b) if no member of the Audit Committee is an “audit committee financial expert,” such fact must be disclosed in the Trust’s annual report filed with the SEC. The
Audit Committee shall recommend to the Board whether one or more of its members should be deemed to be an “audit committee financial expert” or, if not, why not, and the Board shall make the final determinations in this regard.
The chairperson of the Audit Committee shall be designated by the Board upon recommendation from the Audit Committee, provided that if the Board does not designate a chairperson, the members of the Audit Committee, by a
majority vote, may designate a chairperson.
Any vacancy on the Audit Committee shall be filled by the affirmative vote of a majority of the members of the Board at the next meeting of the Board following the occurrence of the vacancy. No member of the Audit
Committee shall be removed except by the affirmative vote of a majority of the members of the Board.
III. MEETINGS OF THE AUDIT COMMITTEE
The Audit Committee shall fix its own rules of procedure, which shall be consistent with the Declaration of Trust of the Trust, the By-Laws of the Trust and this Audit Committee Charter. The Audit Committee shall meet
on a regular basis and special meetings shall be called as circumstances require. The Audit Committee, in its discretion, may ask members of management or others to attend its meetings (or
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portions thereof) and to provide pertinent information as necessary. The Audit Committee shall meet separately on a periodic basis with (a) the chief financial officer of the Trust, (b) management of the Investment
Manager responsible for the Trust’s internal audit function and for assisting with the preparation of the Trust’s financial statements and (c) the Independent Auditor, in each case to discuss any matters that the Audit Committee or any of the above
persons or firms believe should be discussed privately.
A majority of the members of the Audit Committee present in person or by means of a conference telephone or other communication equipment by means of which all persons participating in the meeting can communicate with
each other shall constitute a quorum, provided that, once annually, at the meeting for selecting the Independent Auditor, a majority of the members of the Audit Committee meeting in person shall constitute a quorum. The Audit Committee may also take
action by the written consent of a majority of its members, except to the extent an in-person meeting is required by applicable law.
The Audit Committee shall cause to be maintained minutes of all meetings and records relating to those meetings and provide copies of such minutes to the Board and the Trust.
IV. AUTHORITY
The Audit Committee shall have the authority to carry out its duties and responsibilities as set forth in this Audit Committee Charter, to institute investigations of suspected improprieties and to retain independent
counsel or seek assistance from experts.
V. DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE
In carrying out its duties and responsibilities, the Audit Committee’s policies and procedures will remain flexible, so that it may be in a position to best react or respond to changing circumstances or conditions. The
following are the duties and responsibilities of the Audit Committee:
A. Oversight of the Auditor’s Engagement/Independence
(i) Approve the selection and retention (subject to ratification by a majority of the Independent Trustees), termination and compensation of the Independent Auditor to audit the books and accounts of the Trust and
its subsidiaries, if any, for each fiscal year;
(ii) Review and, in its sole discretion, approve in advance the Independent Auditor’s annual engagement letter, including the proposed fees contained therein;
(iii) Pre-approve (A) all engagements for audit and non-audit services to be provided by the Independent Auditor to the Trust and (B) all engagements for non-audit services to be provided by the Independent Auditor
(1) to the Investment Manager or (2) to any entity controlling, controlled by or under common control with the Investment Manager that provides ongoing services to the Trust; but in the case of the services described in subsection (B)(1) or (2), only
if the engagement
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relates directly to the operations and financial reporting of the Trust (clauses (A) and (B), collectively, the “
Covered Services
” and the entities referred to in clause (B), collectively, the “
Covered
Entities
”); provided that pre-approval by the Audit Committee of Covered Services may be effected pursuant to the procedures described below in Section VI captioned “PRE-APPROVAL PROCEDURES”; provided that this Audit Committee Charter shall not
be violated if pre-approval of any non-audit Covered Service is not obtained in circumstances in which the pre-approval requirement is waived under rules promulgated by the SEC under the Act or the NYSE listing standards;
(iv) Obtain at least annually from the Independent Auditor and review a report describing:
(a) the Independent Auditor’s internal quality-control procedures; and
(b) any material issues raised by the most recent internal quality-control review of the Independent Auditor, or by any inquiry or investigation by any governmental or professional authority, within
the preceding five years, respecting one or more independent audits carried out by the Independent Auditor, and any steps taken to deal with any such issues;
(v) Obtain quarterly “notice reports” for the Trust (and, if the quarterly communication is not within 90 days prior to the filing of an audit report with the SEC for the Trust, provide an update with any changes
to the previously reported information) from the Independent Auditor and review a report notifying the Audit Committee of all audit and non-audit services that were not pre-approved by the Trust’s Audit Committee provided (A) to the Investment
Manager, (B) to any entity controlling, controlled by or under common control with the Investment Manager, and (C) to any registered or unregistered investment company advised by an investment advisor included in subsection (A) or (B) of this
paragraph. In the interval between scheduled meetings of the Audit Committee, the Independent Auditor shall provide such “notice reports” or updates to the Chairman of the Audit Committee. Such disclosure shall include the fees associated with any
services described in this paragraph;
(vi) Review at least annually the qualifications, performance and independence of the Independent Auditor, including the performance of the lead partner of the Independent Auditor, and, in its discretion, make
decisions regarding the replacement or termination of the Independent Auditor when circumstances warrant;
(vii)Oversee the independence of the Independent Auditor by, among other things:
(a) actively engaging in a dialogue with the Independent Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the Independent
Auditor, and taking appropriate action to satisfy itself of the auditor’s independence;
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(b) monitoring compliance by the Independent Auditor with the audit partner rotation requirements contained in the Act and the rules and regulations promulgated by the SEC thereunder;
(c) monitoring compliance by the Trust, the Investment Manager and the Independent Auditor with the employee conflict of interest requirements contained in the Act and the rules and regulations
promulgated by the SEC thereunder; and
(d) considering whether there should be a regular rotation of the Independent Auditor; and
(viii) Instruct the Independent Auditor that it is ultimately accountable to the Audit Committee, and that the Audit Committee is responsible for the appointment (subject to ratification by the Independent
Trustees), retention, compensation, evaluation and termination of the Independent Auditor.
B. Oversight of the Audit
(i) Review the annual audit plan of the Independent Auditor, including the scope of audit activities, monitor such plan’s progress, changes thereto and results periodically during the year and review the results of
the year-end audit of the Trust, including any comments or recommendations of the Independent Auditor;
(ii) Obtain at least annually for the Trust from the Independent Auditor and review a report describing:
(a) all critical accounting policies and practices used;
(b) all alternative treatments within United States Generally Accepted Accounting Principles for policies and practices related to material items that have been discussed with management of the Trust,
including (1) ramifications of the use of such alternative disclosures and treatments, and (2) the treatment preferred by the Independent Auditor; and
(c) other material written communications between the Independent Auditor and management of the Trust, such as any management letter or schedule of unadjusted differences;
(iii) Review with the chief financial officer of the Trust and management of the Investment Manager responsible for assisting with the preparation of the Trust’s financial statements and the Independent Auditor,
the following:
(a) the Trust’s annual audited financial statements and interim financial statements, and any major issues related thereto;
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(b) critical accounting policies and such other accounting policies of the Trust as are deemed appropriate for review by the Audit Committee prior to any interim or year-end filings with the SEC or
other regulatory body, including any financial reporting issues which could have a material impact on the Trust’s financial statements; and
(c) the effect of regulatory, accounting and financial reporting initiatives on the financial statements of the Trust;
(iv) Review on a regular basis with the Independent Auditor any problems or difficulties encountered by the Independent Auditor in the course of any audit work, including management’s response with respect thereto,
any restrictions on the scope of the Independent Auditor’s activities or on access to requested information, and any significant disagreements with management. In connection therewith, the Audit Committee will review with the Independent Auditor the
following:
(a) any accounting adjustments that were noted or proposed by the Independent Auditor but were rejected by management (as immaterial or otherwise);
(b) any communications between the audit team and the Independent Auditor’s national office respecting auditing or accounting issues presented by the engagement; and
(c) any “management” or “internal control” letter issued, or proposed to be issued, by the Independent Auditor to the Trust;
(v) Attempt to resolve all disagreements between the Independent Auditor and management regarding financial reporting; and
(vi) Review information obtained from the Independent Auditor pursuant to Section 10A of the Securities Exchange Act of 1934.
C. Oversight of Controls and Procedures
(i) Review periodically a report from the Trust’s chief executive officer, chief financial officer and Independent Auditor, at least annually, regarding the following:
(a) all significant deficiencies in the design or operation of internal controls of the Trust, any entity in the investment company complex (as such term is defined in Regulation S-X promulgated by
the SEC) that is responsible for the financial reporting or operations of the Trust (the “
Related Entities
”), or, to the knowledge of such persons, other service providers, which could adversely affect the Trust’s ability to record, process,
summarize, and report financial data, including any material weaknesses in internal controls identified by the Independent Auditor;
A–6
(b) any fraud, whether or not material, that involves management or other employees of the Trust, the Related Entities, or, to the knowledge of such persons, other service providers to the Trust who
have a significant role in the Trust’s internal controls; and
(c) any significant changes in internal controls or in other factors that could significantly affect internal controls, including any corrective actions with regard to significant deficiencies and
material weaknesses related to the Trust, the Related Entities, or, to the knowledge of such persons, other service providers to the Trust.
D. Compliance
(i) Establish and maintain free and open means of communication between and among the Board, the Audit Committee, the Independent Auditor, the Trust’s management, including the chief financial officer, management
of the Investment Manager and management of those service providers of the Trust deemed appropriate by the Audit Committee, including providing such parties with appropriate opportunities to meet separately and privately with the Audit Committee on a
periodic basis as the Audit Committee may deem necessary or appropriate;
(ii) Establish procedures for (A) the receipt, retention and treatment of complaints received by the Trust regarding accounting, internal accounting controls or auditing matters, and (B) the confidential, anonymous
submission by employees of the Related Entities, other service providers responsible for such services, including the custodian and transfer agent or other persons of concerns regarding questionable accounting or auditing matters; and
(iii) Secure independent expert advice to the extent the Audit Committee determines it to be appropriate, including retaining, with or without approval of the Board, independent counsel, accountants, consultants or
others, to assist the Audit Committee in fulfilling its duties and responsibilities, the cost of such independent expert advisors to be borne by the Trust.
E. Miscellaneous
(i) Prepare an annual performance evaluation of the Audit Committee, which evaluation must compare the performance of the Audit Committee with the requirements of this Audit Committee Charter, and set forth the
goals and objectives of the Audit Committee for the upcoming year. The evaluation will include a review and assessment of the adequacy of this Audit Committee Charter. The performance evaluation by the Audit Committee shall be conducted in such
manner as the Audit Committee deems appropriate;
(ii) Report regularly to the Board on its activities, as appropriate; and
(iii) Perform such additional activities, and consider such other matters, within the scope of its duties and responsibilities, as the Audit Committee or the Board deems necessary or appropriate.
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VI. PRE-APPROVAL PROCEDURES
The Audit Committee shall prepare written pre-approval procedures pursuant to which it may pre-approve Covered Services. The Audit Committee, in its discretion, may elect to delegate to one or more of its members
authority to pre-approve Covered Services between regularly scheduled meetings of the Audit Committee. The pre-approval procedures in effect from time-to-time shall be attached to this Audit Committee Charter as Annex A.
VII. REPORTING
The Audit Committee shall report its activities to the Board on a regular basis, so that the Board is kept informed of its activities on a current basis. In connection therewith, the Audit Committee will review with the
Board any issues that arise with respect to the quality or integrity of the Trust’s financial statements, the Trust’s compliance with legal or regulatory requirements, the performance and independence of the Independent Auditors. In particular, the
Audit Committee will also report to the Board its conclusions with respect to matters the Audit Committee considers to be of interest or the Board requests. Reports to the Board may take the form of an oral report by the chairperson of the Audit
Committee or any other member of the Audit Committee designed by the Audit Committee to make this report.
The Audit Committee shall prepare the report required by the rules of the SEC to be included in the Trust’s annual proxy statement and determine to its satisfaction that the Audit Committee has: (a) reviewed and
discussed the audited financial statements with management of the Trust; (b) discussed with the Independent Auditor the matters required to be discussed by the Statements on Auditing Standards No. 61, as amended; (c) received the written disclosures
and the letter from the Independent Auditor required by ISB Standard No. 1 and have discussed with the Independent Auditor the auditor’s independence; and (d) made a recommendation to the Board as to whether the financial statements be included in
the Trust’s annual report for the past fiscal year, as filed with the SEC.
VIII. RESOURCES
The Board shall ensure that the Audit Committee has adequate resources, as determined by the Audit Committee, with which to discharge its responsibilities, including for the payment of (a) compensation (i) to any firm
of independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Trust, and (ii) to any advisors employed by the Audit Committee, including independent counsel,
consultants or other advisors, as the Audit Committee determines necessary to carry out its duties, and (b) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
IX. LIMITS ON ROLE OF AUDIT COMMITTEE
While the Audit Committee has the duties and responsibilities set forth in this Audit Committee Charter, the Audit Committee is not responsible for:
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• planning or conducting the audit or for determining whether the Trust’s financial statements are complete and accurate and are in accordance with generally accepted accounting
principles;
• determining whether the Form N-CSR filed by the Trust with the SEC contains any untrue statement of a material fact or omits to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by the report;
• determining whether the Trust’s financial statements and other financial information included in the Form N-CSR fairly present in all material respects the financial condition,
results of operations, changes in net assets and cash flows of the Trust as of, and for, the periods presented in the Form N-CSR; or
• establishing, designing or maintaining disclosure controls and procedures for the Trust.
In fulfilling its responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Trust or the Investment Manager. The Audit Committee and its members do not have a
duty or responsibility to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit Committee shall be entitled to rely on (a) the integrity of those
persons and organizations within and outside the Trust, the Investment Manager and service providers to the Trust from which it receives information, (b) the accuracy of the financial and other information provided to the Audit Committee absent
actual knowledge to the contrary (which shall be promptly reported to the Board) and (c) statements made by management or third parties as to any information technology, internal audit and other non-audit services provided by the Independent Auditor
to the Trust.
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ANNEX A
AUDIT COMMITTEE PRE-APPROVAL POLICY
AS ADOPTED BY THE AUDIT COMMITTEE
Statement of Principles
The Audit Committee (the “
Audit Committee
”) of the Board of Trustees (the “
Board
”) of Advent Claymore Convertible Securities and Income Fund (the “
Trust
”) is required to pre-approve all Covered
Services (as defined in the Audit Committee Charter) in order to assure that the provision of the Covered Services does not impair the auditors’ independence. Unless a type of service to be provided by the Independent Auditor (as defined in the Audit
Committee Charter) is pre-approved in accordance with the terms of this Audit Committee Pre-Approval Policy (the “
Policy
”), it will require specific pre-approval by the Audit Committee or by any member of the Audit Committee to which
pre-approval authority has been delegated.
This Policy and the appendices to this Policy describe the Audit, Audit-Related, Tax and All Other services that are Covered Services and that have been pre-approved under this Policy. The appendices hereto sometimes
are referred to herein as the “
Service Pre-Approval Documents
”. The term of any such pre-approval is 12 months from the date of pre-approval, unless the Audit Committee specifically provides for a different period. At its June meeting of each
calendar year, the Audit Committee will review and re-approve this Policy and approve or re-approve the Service Pre-Approval Documents for that year, together with any changes deemed necessary or desirable by the Audit Committee. The Audit Committee
may, from time to time, modify the nature of the services pre-approved, the aggregate level of fees pre-approved or both. The Audit Committee hereby directs that each version of this Policy and the Service Pre-Approval Documents approved, re-approved
or amended from time to time be maintained with the books and records of the Trust.
Delegation
In the intervals between the scheduled meetings of the Audit Committee, the Audit Committee delegates pre-approval authority under this Policy to the Chairman of the Audit Committee (the “
Chairman
”). The Chairman
shall report any pre-approval decisions under this Policy to the Audit Committee at its next scheduled meeting. At each scheduled meeting, the Audit Committee will review with the Independent Auditor the Covered Services pre-approved by the Chairman
pursuant to delegated authority, if any, and the fees related thereto. Based on these reviews, the Audit Committee can modify, at its discretion, the pre-approval originally granted by the Chairman pursuant to delegated authority. This modification
can be to the nature of services pre-approved, the aggregate level of fees approved, or both. The Audit Committee expects pre-approval of Covered Services by the Chairman pursuant to this delegated authority to be the exception rather than the rule
and may modify or withdraw this delegated authority at any time the Audit Committee determines that it is appropriate to do so.
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Pre-Approved Fee Levels
Fee levels for all Covered Services to be provided by the Independent Auditor and pre-approved under this Policy will be established annually by the Audit Committee and set forth in the Service Pre-Approval Documents.
Any increase in pre-approved fee levels will require specific pre-approval by the Audit Committee (or the Chairman pursuant to delegated authority).
Audit Services
The terms and fees of the annual Audit services engagement for the Trust are subject to the specific pre-approval of the Audit Committee. The Audit Committee will approve, if necessary, any changes in terms, conditions
or fees resulting from changes in audit scope, Trust structure or other matters.
In addition to the annual Audit services engagement specifically approved by the Audit Committee, any other Audit services for the Trust not listed in the Service Pre-Approval Document for the respective period must be
specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).
Audit-Related Services
Audit-Related services are assurance and related services that are not required for the audit, but are reasonably related to the performance of the audit or review of the financial statements of the Trust and, to the
extent they are Covered Services, the other Covered Entities (as defined in the Audit Committee Charter) or that are traditionally performed by the Independent Auditor. Audit-Related services that are Covered Services and are not listed in the
Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to delegated authority).
Tax Services
The Audit Committee believes that the Independent Auditor can provide Tax services to the Covered Entities such as tax compliance, tax planning and tax advice without impairing the auditor’s independence. However, the
Audit Committee will not permit the retention of the Independent Auditor in connection with a transaction initially recommended by the Independent Auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not
be supported in the Internal Revenue Code and related regulations. Tax services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or
the Chairman pursuant to delegated authority).
All Other Services
All Other services that are Covered Services and are not listed in the Service Pre-Approval Document for the respective period must be specifically pre-approved by the Audit Committee (or the Chairman pursuant to
delegated authority).
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Procedures
Requests or applications to provide Covered Services that require approval by the Audit Committee (or the Chairman pursuant to delegated authority) must be submitted to the Audit Committee or the Chairman, as the case
may be, by both the Independent Auditor and the Chief Financial Officer of the respective Covered Entity, and must include a joint statement as to whether, in their view, (a) the request or application is consistent with the SEC’s rules on auditor
independence and (b) the requested service is or is not a non-audit service prohibited by the SEC. A request or application submitted to the Chairman between scheduled meetings of the Audit Committee should include a discussion as to why approval is
being sought prior to the next regularly scheduled meeting of the Audit Committee.
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Class II Nominees:
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For
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Against |
Abstain
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1a. Mr. Daniel L. Black
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☐ | ☐ | ☐ |
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1b. Mr. Michael A. Smart
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☐ | ☐ | ☐ |
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2.
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To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements, or delays thereof. | |||
Please complete, sign and date hereon and promptly return the proxy in the enclosed envelope.
Please date and sign here exactly as your name appears in the records of the Fund. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator,
trustee, guardian, officer of a corporation or other entity or in any other representative capacity, please give the full title under signature(s).
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature [Joint Owners]
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Date
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Proxy Statement is available at www.proxyvote.com.
The Fund has elected to hold the Annual Meeting of Shareholders as a virtual meeting. The details on how to participate are included in the Fund’s Proxy Statement and are also posted on
www.proxyvote.com.
You can register to attend the virtual shareholder meeting at https://viewproxy.com/avk/broadridgevsm
D22115-P43503
Solicited by the Board of Trustees
Advent Convertible and Income Fund
Annual Meeting of Shareholders
September 30, 2020
Advent Convertible and Income Fund
Annual Meeting of Shareholders
September 30, 2020
The annual meeting of shareholders of Advent Convertible and Income Fund (the "Fund") will be held on Wednesday, September 30, 2020 at 10:00 a.m. Eastern time (the "Annual Meeting"). Due to the
public health impact of the coronavirus pandemic (COVID-19), and to support the health and well-being of Fund shareholders, the Annual Meeting will be held solely on the Internet by virtual means. The undersigned hereby appoints each of Edward C.
Delk, Robert White, and Mark E. Mathiasen and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent and to vote all shares of the undersigned at the Annual Meeting and all
adjournments, postponements, or delays thereof, with all powers the undersigned would possess if personally present, upon the matters specified on the reverse side.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE PROXIES MAY VOTE AT
THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS, OR DELAYS THEREOF.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
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