UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement
Pursuant to Section 14(a) of the
Filed
by the Registrant
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the Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X]
Definitive
Proxy Statement
[_]
Definitive
Additional Materials
[_]
Soliciting
Material Pursuant to 240.14a-12
ADVENT CONVERTIBLE
AND INCOME FUND
(Name of Person(s) Filing Proxy Statement, if
other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X]
No
fee required.
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
[_]
Fee
paid previously with preliminary materials:
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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.
ADVENT CONVERTIBLE AND INCOME FUND (NYSE:
AVK)
888 SEVENTH AVENUE, 31st FLOOR
NEW YORK, NEW YORK 10019
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 10, 2024
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 Tuesday, September 10, 2024 at 10:00 a.m (Eastern time). The Annual Meeting
is being held for the following purposes:
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 July 25, 2024 (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.
The
Annual Meeting will be held solely as a telephone conference call. Shareholders will not be able to attend the Annual Meeting in person
or vote at the Annual Meeting. In order to participate in the Annual Meeting, shareholders as of the Record Date must register for the
conference calls dial-in number before 5:00 p.m. (Eastern time) on September 6, 2024 by contacting the Funds proxy services
provider, Broadridge, at (833) 782-7148. Shareholders should be prepared to provide their name, address, and control number in order for
Broadridge to verify their status as shareholders. The control number is found on your proxy card. Once verified, shareholders will receive
instructions for joining the telephonic
Annual Meeting. If you would like to submit a question to be addressed
during the question and comment session that will occur following the formal business of the Annual Meeting, you will be able to do so
when registering for the meeting. All shareholders are encouraged to submit their proxy voting instructions prior to the Annual Meeting.
It
is important that your shares be represented at the Annual Meeting. Whether or not you plan to join the telephonic 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.
By order of the
/s/ Stephen
Ellwood
Stephen
Ellwood, Secretary of the Fund
New York, New York
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.
THE
ANNUAL MEETING WILL BE HELD SOLELY AS A TELEPHONE CONFERENCE CALL. SHAREHOLDERS WILL NOT BE ABLE TO ATTEND NOR VOTE AT THE ANNUAL MEETING
IN PERSON.
SHAREHOLDERS ARE ENCOURAGED TO SUBMIT THEIR PROXY VOTING INSTRUCTIONS
PRIOR TO THE ANNUAL MEETING.
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ADVENT CONVERTIBLE AND INCOME FUND (NYSE:
AVK)
PROXY STATEMENT
FOR ANNUAL MEETING OF SHAREHOLDERS
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 Monday, September 10, 2024 at 10:00 a.m. (Eastern time) and any adjournments, postponements or delays thereof (the Annual
Meeting).
The
Annual Meeting will be held solely as a telephone conference call. You will not be able to attend nor vote at 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 dont understand, please contact the Fund at (800) 345-7999.
The
Fund will furnish to any shareholder, without charge, a copy of the Funds 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 Funds
shareholders on or about August 5, 2024.
The Shares are listed on the New York Stock Exchange (NYSE),
and the Funds 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.
To elect the following Trustee nominees named in this Proxy Statement:
Mr. Tracy V. Maitland and Mr. Ronald A. Nyberg, as Class III Trustees, to serve until the Funds 2027 annual meeting of shareholders
or until their respective successors shall have been elected and qualified.
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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.
The enclosed proxy card is solicited by the Board for use at the
Annual Meeting to be held on Monday, September 10, 2024, and, if the Annual Meeting is adjourned, postponed or delayed, at any later meetings,
for the purposes stated in the Notice of Annual Meeting.
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
Boards 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.
Shareholders of record at the close of business on July 25, 2024
(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.
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.
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The Annual Meeting will be held solely as a telephone conference
call. Shareholders will not be able to attend nor vote at the Annual Meeting in person. All shareholders are encouraged to submit their
proxy voting instructions prior to the Annual 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 dont fill in a vote, your Shares will be voted in accordance with the Boards 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 and delivering (including via telephone or the Internet) a duly executed proxy bearing a later date. Merely joining the
telephonic 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 firms 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 owners 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.
Holding the Annual Meeting virtually by telephone conference call
provides expanded access, reduced environmental impact and cost savings for shareholders and the Fund. Holding a virtual meeting
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enables increased opportunities for shareholder participation.
In addition, The Fund intends for the telephone conference call meeting format to provide shareholders a similar level of transparency
to the traditional in person meeting format.
The affirmative vote of a majority of the Shares present in person
by virtual telephonic 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.
At the close of business on July 25, 2024, 34,593,769 Shares were
outstanding.
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THE PROPOSAL: TO ELECT TRUSTEES
The
Funds 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.
Tracy V. Maitland and Mr. Ronald A. Nyberg, as Class III Trustees, to serve until the Funds 2027 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 Class I Trustees were last elected at the 2022 annual meeting of shareholders.
The term of the Class I Trustees will continue until the 2025 annual meeting of shareholders or until successors shall have been elected
and qualified.
CLASS II TRUSTEES.
Mr. Daniel L. Black, Mr. Michael A.
Smart and Ms. Nancy E. Stuebe are the Class II Trustees of the Fund. The Class II Trustees were last elected at the 2023 annual meeting
of shareholders. The term of the Class II Trustees will continue until the 2026 annual meeting of shareholders or until successors shall
have been elected and qualified.
CLASS III TRUSTEES.
Mr. Tracy V. Maitland and Mr. Ronald
A. Nyberg are the Class III Trustees of the Fund. The Class III Trustees were last elected at the 2021 annual meeting of shareholders.
Mr. Tracy V. Maitland and Mr. Ronald A. Nyberg are standing for re-election at the Annual Meeting.
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. Maitland and Mr. Nyberg 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.
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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 Management, LLC (Advent), the Funds 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 Funds day-to-day operations are managed by the Funds investment advisor and other service providers who have been
approved by the Board. The Board is currently composed of eight Trustees, seven 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
Funds activities, review contractual arrangements with service providers, review the Funds 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.
Boards 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 Funds
investment advisor and other service providers retained by the Board or by management, most of whom employ professional personnel who
have risk
6
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 Boards oversight of risk 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 Funds 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 Funds 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 Funds
independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the
Board meets with the Funds 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 Funds management, reviews investment policies and risks in connection with its review
of the Funds performance. In addition, the Board receives reports from the Funds 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
Funds securities, which the Board and the Audit Committee periodically review. The Board also requires the Funds investment
advisor to report to the Board on other matters relating to risk management on a regular and as-needed basis.
Descriptions
of the primary risks of investing in the Fund are discussed in the Funds annual report to shareholders.
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Name, Address
(1)
and Year of Birth
Position(s) Held
Principal Occupation(s)
Number of Portfolios
in Fund Complex
(5)
Overseen
Other Public
Company or Investment Company Directorships Held
Current: Private Investor (2001-present).
Former: Senior Vice President and Treasurer, PepsiCo, Inc. (1993-1997);
President, Pizza Hut International (1991-1993); Senior Vice President, Strategic Planning and New Business Development, PepsiCo, Inc.
(1987-1990).
Current: Trustee, of funds in the Guggenheim Funds fund complex (2004-present);
Purpose Investments Funds (2013-present).
Current: Managing Partner, the Wicks Group of Companies, LLC (2003-present).
Former: Managing Director and Co-Head of the Merchant Banking Group
at BNY Capital Markets, a division of BNY Mellon (1998-2003); and Co-Head of U.S. Corporate Banking at BNY Mellon (1995-1998).
Current: Dartmouth College (2019-present); Sensata Technologies, Inc.
(2021-present).
Former: Antenna International, Inc. (2010-2020); Bendon Inc. (2012-2016);
Bonded Services, Ltd. (2011-2016); Sontiq, Inc. (2016-2021).
Current: Executive Vice President, ABC News (2020-present).
Former: Senior Vice President, Business Affairs at ABC News (2008-2020);
Vice President, Business Affairs and News Planning at ABC News (2003-2008); Executive Director, Office of the President at ABC News (2000-2003);
Associate at Cleary Gottlieb Steen Hamilton (law firm) (1995-1998); Associate in Corporate Finance at J.P. Morgan/Morgan Guaranty
(1988-1990).
Current: Of Counsel, Momkus LLC (2016-present).
Former: Partner, Nyberg Cassioppi, LLC (2000-2016); Executive
Vice President, General Counsel, and Corporate Secretary, Van Kampen Investments (1982-1999).
Current: Managing Partner of Heron Bay Capital Management (2020-present).
Former: Managing Partner of Seizert Capital Partners, LLC (2000-2019);
Co-Chief Executive (1998-1999) and a Managing Partner and Chief Investment Officer Equities of Munder Capital Management, LLC
(1995-1999); Vice President and Portfolio Manager of Loomis, Sayles Co., L.P. (asset manager) (1984-1995); Vice President and Portfolio
Manager at First of America Bank (1978-1984).
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Name, Address
(1)
and Year of Birth
Position(s) Held
Principal Occupation(s)
Number of Portfolios
in Fund Complex
(5)
Overseen
Other Public
Company or Investment Company Directorships Held
Michael A. Smart
Year of Birth: 1960
Current: Partner, Dominus Capital (2003-present).
Former: Managing Partner, CSW Private Equity (2003-2021); Principal,
First Atlantic Capital Ltd (2001-2004); Managing Director, Investment Banking Merrill Lynch Co (1992-2001); Founding Partner, of
The Carpediem Group, (1990-1992); Associate at Dillon, Read and Co. (investment bank) (1988-1990).
Current: Investment Advisory Board, Autism Impact Fund (2020-present);
Sprint Industrial Holdings (2007-present).
Former: Country Pure Foods (2001-2006); Berkshire Blanket, Holdings,
Inc. (2006-2016); Sqwincher Holdings (2006-2015); H2O Plus Holdings (2008-2011); The Mead School (2012-2016); The Wharton School (2000-2004).
Nancy E. Stuebe
Year of Birth: 1964
Current: Director of Investor Relations, Interactive Brokers Group,
Inc. (2016-present).
Former: Senior Equity Analyst Senior Portfolio Manager, Gabelli
Asset Management (2015-2016); Senior Research Analyst Portfolio Manager, AIS Capital Management, LLC (2008-2015); Senior Equity
Analyst Portfolio Manager, Gabelli Asset Management (2005-2008).
Current: President and Founder, Advent Capital Management, LLC (2001-present).
Former: President, Advent Capital Management, a division of Utendahl
Capital.
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.
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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 Funds 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 Funds
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
Trustees ability to perform their 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 Funds 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.
10
Executive Officers
The
Funds 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.
Name, Business Address
(1)
Position Held
with the Fund
Term of Office
(2)
and Length of Time Served
Principal Occupation(s)
During the Past Five Years
Stephen Ellwood
Year of Birth: 1970
Tony Huang
Year of Birth: 1976
Director, Co-Portfolio Manager, Advent Capital
Management, LLC (2007-present). Formerly, Senior Vice President, Portfolio
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
Year of Birth: 1965
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Board Committees
The
Trustees have determined that the efficient conduct of the Funds 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 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 and Ms. Stuebe, 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 Funds 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 Funds website. In accordance with proxy rules promulgated by the SEC,
a funds audit committee charter is required to be filed at least once every three years as an exhibit to a funds proxy statement.
The Audit Committee Charter was attached as Appendix A to the Funds 2023 proxy statement.
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.
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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 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:
In
order for a shareholders recommended candidate to be considered by the Nominating and Governance Committee, the information described
above must be sent to the Funds 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 Boards 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 candidates 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
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Committee charter is not available on the Funds website.
In accordance with proxy rules promulgated by the SEC, a funds nominating committee charter is required to be filed at least once
every three years as an exhibit to a funds proxy statement. The Nominating and Governance Committee Charter was attached as Appendix
A to the Funds 2022 proxy statement.
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 25, 2024, 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.
As
of July 25, 2024, each Trustee and officer individually, and the Trustees and officers as a group, owned less than 1% of the outstanding
Shares.
Board Meetings
Five
(5) meetings of the Board were held during the Funds last fiscal year ended October 31, 2023.
Four
(4) meetings of the Audit Committee were held during the Funds last fiscal year ended October 31, 2023.
Four
(4) meetings of the Nominating and Governance Committee were held during the Funds last fiscal year ended October 31, 2023.
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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, 2023; and (ii) all meetings of all committees of the Board on which the Trustee served held during its fiscal year ended October 31,
2023, except Mr. Tracy Maitland attended 60% of the aggregate of all such meetings.
It
is the Funds policy to invite Trustees to attend joint annual meetings of shareholders of the Fund. The annual meeting of shareholders
of the Fund held on September 28, 2023 was held via teleconference and each Trustee participated in the meeting.
Trustee Compensation
The
following table sets forth the compensation paid to each Trustee by the Fund for the fiscal year ended October 31, 2023. The Fund is the
only fund in the Fund Complex.
Shareholder Approval
The
affirmative vote of a majority of the Shares present in person by virtual telephonic 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 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 by virtual telephonic means 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 July 25, 2024, 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 join the telephonic 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.
The
Annual Meeting will be held solely as a telephone conference call. Shareholders will not be able to attend nor vote at the Annual Meeting
in person.
In
order to participate in the Annual Meeting, shareholders as of the Record Date must register for the conference calls dial-in number
before 5:00 p.m. (Eastern time) on September 6, 2024 by contacting the Funds proxy services provider, Broadridge, at (833) 782-7148.
Shareholders should be prepared to provide their name, address, and control number in order for Broadridge to verify their status as shareholders.
The control number is found on your proxy card. Once verified, shareholders will receive instructions for joining the telephonic Annual
Meeting. If you would like to submit a question to addressed during the question and comment session that will occur following the formal
business of the Annual Meeting, you will be able to do so when registering for the meeting. All shareholders are encouraged to submit
their proxy voting instructions prior to the Annual 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 dont fill in a vote,
your Shares will be voted in accordance with the Boards 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 and delivering (including via telephone or the Internet) a duly
executed proxy bearing a later date. Merely joining the telephonic 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 firms 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
owners 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 10, 2024
This Proxy Statement is available on the Internet at www.proxyvote.com.
Investment Advisor
Advent
Capital Management, LLC acts as the Funds investment advisor. Advent is responsible for making investment decisions with respect
to the investment of the Funds assets. Advent is located at 888 Seventh Avenue, 31st Floor, New York, New York 10019. As of June
30, 2024 Advent managed more than $7.8 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 Funds
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
Funds 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 Funds 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 Funds 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 Funds annual financial statements
for the Funds fiscal year ended October 31, 2022 were $120,000. The aggregate fees billed to the Fund by PWC for professional services
rendered for the audit of the Funds financial statements for the Funds fiscal year ended October 31, 2023 were $120,000.
Audit-Related Fees
The
aggregate fees billed by PWC and approved by the Audit Committee for the Funds fiscal year ended October 31, 2022 for assurance
and related services reasonably related to the performance of the audit of the Funds annual financial statements were $0. The aggregate
fees billed by PWC and approved by the Audit Committee for the Funds fiscal year ended October 31, 2023 for assurance and related
services reasonably related to the performance of the audit of the Funds 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 Funds fiscal year ended October 31, 2022 for professional
services rendered for tax compliance, tax advice, and tax planning were $19,260 (such fees relate to tax services provided by PWC in connection
with the Funds excise tax calculations
18
and review of the Funds tax returns). The aggregate fees
billed by PWC and approved by the Audit Committee for the Funds fiscal year ended October 31, 2023 for professional services rendered
for tax compliance, tax advice, and tax planning were $19,260 (such fees relate to tax services provided by PWC in connection with the
Funds excise tax calculations and review of the Funds 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 Funds fiscal year ended October 31, 2022 and $0 for the Funds fiscal year ended October 31,
2023.
Aggregate Non-Audit Fees
The
aggregate non-audit fees billed by PWC for the Funds fiscal year ended October 31, 2022 for services rendered to the Fund were
$19,260. The aggregate non-audit fees billed by PWC for the Funds fiscal year ended October 31, 2023 for services rendered to the
Fund were $19,260.
No
non-audit fees were billed by PWC for the Funds fiscal years ended October 31, 2022 and October 31, 2023 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 Committees 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 Funds fiscal
years ended October 31, 2022 and October 31, 2023 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 PWCs independence. Pursuant to
such consideration, the Audit Committee has made a determination that such non-audit services are compatible with maintaining PWCs
independence.
Advent
and affiliates of Advent performing services for the Fund paid no fees to PWC in the Funds 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 July 25, 2024 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.
Additional Information Regarding the Solicitation
Because
the Fund is organized as a Delaware statutory trust, it is subject to the control share acquisition statute (the Control Share
Statute) contained in Subchapter III of the Delaware Statutory Trust Act (the DSTA), which became automatically applicable
to listed closed-end funds, such as the Fund, upon its effective date of August 1, 2022 (the Effective Date).
The
Control Share Statute provides for a series of voting power thresholds above which shares are considered control shares. These thresholds
are:
Voting
power is defined by the Control Share Statute as the power to directly or indirectly exercise or direct the exercise of the voting power
of Fund shares in the election of Trustees. Whether a voting power threshold is met is determined by aggregating the holdings of the acquirer
as well as those of its associates, as defined by the Control Share Statute.
Once
a threshold is reached, an acquirer has no voting rights under the DSTA or the governing documents of the Fund with respect to shares
acquired in excess of that threshold (i.e., the control shares) unless approved by shareholders. Approval by shareholders
requires the affirmative vote of two-thirds of all votes entitled to be cast on the matter, excluding shares held by the acquirer and
its associates as well as shares held by certain insiders of a Fund. The Control Share Statute provides procedures for an acquirer to
request a shareholder meeting for the purpose of considering whether voting rights shall be accorded to control shares. Further approval
by a Funds shareholders would be required with respect to additional acquisitions of control shares above the next applicable threshold
level.
The
Control Share Statute effectively allows non-interested shareholders to evaluate the intentions and plans of an acquiring person above
each threshold level.
Alternatively,
the Board of Trustees is permitted, but not obligated, to exempt specific acquisitions or classes of acquisitions of control shares, either
in advance or retroactively. The Board of Trustees has considered the Control Share Statute. As of the date hereof, the Board of Trustees
has not received notice of
20
the occurrence of a control share acquisition nor has been requested
to exempt any acquisition. Therefore, the Board of Trustees has not determined whether the application of the Control Share Statute to
an acquisition of Fund shares is in the best interest of the Fund and its shareholders and has not exempted, and has no present intention
to exempt, any acquisition or class of acquisitions.
If
the Board of Trustees receives a notice of a control share acquisition and/or a request to exempt any acquisition, it will consider whether
the application of the Control Share Statute or the granting of such an exemption would be in the best interest of the Fund and its shareholders.
The Fund should not be viewed as a vehicle for trading purposes. It is designed primarily for risk-tolerant long-term investors.
The
Control Share Statute does not retroactively apply to acquisitions of shares that occurred prior to the Effective Date. However, such
shares will be aggregated with any shares acquired after the Effective Date for purposes of determining whether a voting power threshold
is exceeded, resulting in the newly acquired shares constituting control shares.
The
Control Share Statute requires shareholders to disclose to the Fund any control share acquisition within 10 days of such acquisition and,
upon request, to provide any information that the Board of Trustees reasonably believes is necessary or desirable to determine whether
a control share acquisition has occurred.
Some
uncertainty around the general application under the 1940 Act of state control share statutes exists as a result of recent federal and
state court decisions that have found that certain control share by-laws and the opting in to state control share statutes violated the
1940 Act. Additionally, in some circumstances uncertainty may also exist in how to enforce the control share restrictions contained in
state control share statutes against beneficial owners who hold their shares through financial intermediaries. The Board has considered
the Control Share Statute and the uncertainty around the general application under the 1940 Act of state control share statutes and enforcement
of statute control share statutes. The Board intends to continue to monitor developments relating to the Control Share Statute and state
control share statutes generally.
The
foregoing is only a summary of certain aspects of the Control Share Statute. Shareholders should consult their own legal counsel to determine
the application of the Control Share Statute with respect to their shares of the Fund and any subsequent acquisitions of shares.
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 Funds officers and Trustees, certain
officers of the Funds investment advisor, affiliated persons of the investment advisor, and persons who beneficially own more than
ten percent of the Funds shares to file certain reports of ownership (Section 16 filings) with the SEC and the NYSE.
Based upon the
21
Funds 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, 2023, 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
Funds 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 Funds 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 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 Funds proxy statement in connection with the Funds 2025 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
Funds principal executive offices by April 4, 2025,
22
in order to be considered for inclusion in the Funds
proxy statement. Timely submission of a proposal does not necessarily mean that such proposal will be included in the Funds proxy
statement.
A
proposal, other than a proposal submitted pursuant to Rule 14a-8, to be presented at the Funds 2025 annual meeting of shareholders
must be received by the Funds Secretary at the Funds principal executive offices not earlier than April 13, 2025 and not
later than May 13, 2025 (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 2025 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. 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 Funds
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 2, 2024
23
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24
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25
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26
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27
PROXY TABULATOR
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).
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting:
The Notice and Proxy Statement is available at www.proxyvote.com.
The Fund has elected to hold the Annual Meeting of Shareholders as
a conference call. The details on how to participate are included in the Fund’s Proxy Statement and are also posted on www.proxyvote.com.
V55148-P15807
Solicited by the Board of Trustees
The annual meeting of shareholders of Advent Convertible and Income
Fund (the "Fund") will be held on Tuesday, September 10, 2024 at 10:00 a.m. Eastern time (the "Annual Meeting"). The Annual Meeting will
be held as a conference call. The undersigned hereby appoints each of Stephen Ellwood and Robert White 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 adjournment(s), postponement(s), or delay(s) 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 THE PROPOSAL. THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY
OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT(S), POSTPONEMENT(S), OR DELAY(S) THEREOF.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
Securities Exchange Act of 1934
(Amendment No. )
(Exact Name of Registrant as Specified In Its Charter)
(1)
Title of each class of securities to which transaction applies:
(2)
Aggregate number of securities to which transaction applies:
(3)
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):
(4)
Proposed maximum aggregate value of transaction:
(5)
Total fee paid:
(1)
Amount Previously Paid:
(2)
Form, Schedule or Registration No.:
(3)
Filing Party:
(4)
Date Filed:
1.
To elect the following Trustee nominees named in the accompanying proxy statement: Mr. Tracy
V. Maitland and Mr. Ronald A. Nyberg, as Class III Trustees, to serve until the Funds 2027 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.
Board of Trustees
August 2, 2024
TO BE HELD ON SEPTEMBER 10, 2024
Why is a shareholder meeting being held?
What proposal will be voted on?
Will your vote make a difference?
Who is asking for your vote?
How does the Board recommend that shareholders vote on the proposal?
Who is eligible to vote?
How do you vote your Shares?
Why is the Annual Meeting being held by telephone conference call?
What vote is required to elect a Trustee nominee?
How many Shares were outstanding as of the record date?
with Fund
During the Past Five Years
by Trustee
INDEPENDENT TRUSTEES:
Randall C. Barnes
Year of Birth: 1951
Trustee
(3)
1
Daniel L. Black
Year of Birth: 1960
Trustee
(3)
1
Derek Medina
Year of Birth: 1966
Trustee
(2)
1
Former: Oliver Scholars (2011-2018); Young Scholars Institute (2005-2020).
Ronald A. Nyberg
Year of Birth: 1953
Trustee
(2)
1
Current: Trustee, of funds in the Guggenheim Funds fund complex (2002-present); PPM Funds (2) (2018 - present); NorthShore Edward-Elmhurst Health (2012-present).
Gerald L. Seizert
Year of Birth: 1952
Trustee
(2)
1
Current: University of Toledo Foundation (2013-present); Beaumont Hospital (2012-present).
with Fund
During the Past Five Years
by Trustee
INDEPENDENT
TRUSTEES continued:
Trustee
(2)
1
Trustee
(4)
1
None.
INTERESTED TRUSTEE:
Tracy V. Maitland*
Year of Birth: 1960
Trustee
(2)
, Chairman, President and Chief Executive Officer
1
None.
*
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)
Trustee of the Fund since December 3, 2020.
(5)
The Fund is the only fund in the Fund Complex.
Trustee
Experiences, Qualifications and Skills
Tracy V. Maitland
Mr. Maitlands 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. Medinas 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. Nybergs 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. Seizerts 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. Smarts 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.
Daniel L. Black
Mr. Blacks 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. Barness 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.
Nancy E. Stuebe
Ms. Stuebes service as a Trustee, her experience as a Director or Investor Relations at Interactive Brokers Group, Inc. and her service as senior analyst portfolio manager at various asset management firms, provide her with experience in financial, accounting, regulatory, governance and investment matters.
and Year of Birth
Chief Compliance Officer and Secretary
Officer since 2023
Chief Compliance Officer, Arrowgrass Capital Partners (US) LP (2011-2015); General Counsel and Chief Compliance Officer, Quattro Global Capital, LLC (2007-2011); Chief Compliance Officer, Greywolf Capital Management, LP (2006-2007); Chief Compliance Officer and Counsel, Forest Investment Management LLC (2004-2006); Director and Counsel, MacKay Shields LLC (1999-2003); Compliance Associate, Goldman Sachs Co. (Asset Management Division) (1998-1999); Compliance Officer, Societe Generale Asset Management (1997-1998).
Vice President and Assistant Secretary
Officer since 2014
Chief Financial Officer and Treasurer
Officer since 2005
Chief Financial Officer, Advent Capital Management, LLC (2005-present). Formerly, Vice President, Client Service Manager, Goldman Sachs 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.
The name of the shareholder and evidence of the persons 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 candidates resume or a listing of his or
her qualifications to be a Trustee and the persons consent to be named as a Trustee if selected by the Nominating and Governance
Committee and nominated by the Board.
Dollar
Range
Name
of Trustee
of
Equity
or
Trustee Nominee
Securities
Independent
Trustees:
Randall
C. Barnes
Over $
100,000
Daniel
Black
Over $
100,000
Derek
Medina
$
50,001-$100,000
Ronald
A. Nyberg
Over $
100,000
Gerald
L. Seizert
Over $
100,000
Michael
A. Smart
$
50,001-$100,000
Nancy
E. Stuebe
$
50,001 - $100,000
Interested
Trustee:
Tracy
V. Maitland
Over $
100,000
Aggregate
Compensation
Name
from
the Fund
Independent
Trustees
Randall
C. Barnes
$
96,500
Daniel
Black
$
99,500
Derek
Medina
$
96,500
Ronald
Nyberg
$
94,500
Gerald
L. Seizart
$
94,500
Michael
A. Smart
$
94,500
Nancy
E. Stuebe
$
94,500
Interested
Trustee
Tracy
V. Maitland
$
0
10% or more, but less than 15% of all voting power;
15% or more, but less than 20% of all voting power;
20% or more, but less than 25% of all voting power;
25% or more, but less than 30% of all voting power;
30% or more, but less than a majority of all voting power; or
a majority or more of all voting power.
P.O. BOX 9112
FARMINGDALE, NY 11735
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
V55147-P15807
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
1.
Election of Trustees:
Class III Nominees:
For
Against
Abstain
1a.
Mr. Tracy V. Maitland
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1b.
Mr. Ronald A. Nyberg
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2.
To transact such
other business as may properly come before the Annual Meeting or any adjournment(s), postponement(s), or delay(s)
thereof.
Signature [PLEASE SIGN WITHIN BOX]
Date
Signature [Joint Owners]
Date
Advent Convertible and Income Fund
Annual Meeting of Shareholders
September 10, 2024