[SCHEDULE 13G/A] Virtus Convertible & Income Fund II SEC Filing

Rhea-AI Filing Summary

Morgan Stanley and its affiliated adviser Parametric Portfolio Associates LLC jointly filed Amendment No. 4 to Schedule 13G for Virtus Convertible & Income Fund II (NYSE: NCZ).

• They report 2,156,244 common shares beneficially owned, equal to 11.3 % of the fund’s outstanding shares as of 30 Jun 2025.
• Voting power: 0 shares sole, 254,068 shares shared.
• Dispositive power: 0 shares sole, 2,156,244 shares shared.
• Both entities are organized in Delaware; Morgan Stanley is classified as a holding company (HC) and broker-dealer, while Parametric is an investment adviser (IA).
• The stake is held in the ordinary course of business with no intent to influence control, consistent with Rule 13d-1(b) passive ownership.

The filing signals that a major global financial institution and its systematic advisory arm collectively hold a double-digit percentage of NCZ, potentially indicating institutional confidence and increasing free-float concentration.

Insights

Equity Portfolio Manager

TL;DR: Morgan Stanley group discloses 11.3 % passive stake in NCZ, boosting institutional ownership.

This Schedule 13G shows Morgan Stanley and Parametric controlling 2.16 M NCZ shares. While voting power is limited (254 k shared), full dispositive power over the entire position gives the firms flexibility to trade. Institutional ownership above 10 % can tighten float and support liquidity, but the passive designation suggests no activism. For income-oriented CEF investors, a reputable holder may be viewed as a stability signal. Impact is modest unless the stake changes materially in future amendments.

Governance & Regulatory Analyst

TL;DR: Filing is routine compliance; no control intent or governance implications.

Amendment 4 maintains the passive 13G status, certifying no intent to influence control. The fund’s board composition and policies remain unaffected. The split between minimal shared voting power and full shared dispositive power is typical for index-oriented managers like Parametric. No red flags on concentration limits or cross-ownership. From a compliance standpoint, the disclosure fulfills SEC requirements without signaling strategic shifts.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Virtus Convertible & Income Fund II

(Name of Issuer)

Common Shares

(Title of Class of Securities)

92838U801

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92838U801

1

Names of Reporting Persons

Morgan Stanley

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 254,068.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,156,244.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,156,244.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.3 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 92838U801

1

Names of Reporting Persons

Parametric Portfolio Associates LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 254,068.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 2,156,244.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

2,156,244.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

11.3 %

12

Type of Reporting Person (See Instructions)

IA, CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Virtus Convertible & Income Fund II
(b)	Address of issuer's principal executive offices: 101 MUNSON STREET, GREENFIELD, MA, 01301
Item 2.
(a)	Name of person filing: 1: Morgan Stanley 2: Parametric Portfolio Associates LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 800 Fifth Avenue, Suite 2800, Seattle, WA 98104
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: Common Shares
(e)	CUSIP No.: 92838U801
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: See the response(s) to Item 9 on the attached cover page(s).
(b)	Percent of class: 11.3 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See the response(s) to Item 5 on the attached cover page(s).
	(ii) Shared power to vote or to direct the vote: See the response(s) to Item 6 on the attached cover page(s).
	(iii) Sole power to dispose or to direct the disposition of: See the response(s) to Item 7 on the attached cover page(s).
	(iv) Shared power to dispose or to direct the disposition of: See the response(s) to Item 8 on the attached cover page(s).
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. See Exhibit 99.2
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. * In Accordance with the Securities and Exchange Commission Release No. 34-39538 (January 12, 1998) (the "Release"), this filing reflects the securities beneficially owned, or that may be deemed to be beneficially owned, by certain operating units (collectively, the "MS Reporting Units") of Morgan Stanley and its subsidiaries and affiliates (collectively, "MS"). This filing does not reflect securities, if any, beneficially owned by any operating units of MS whose ownership of securities is disaggregated from that of the MS Reporting Units in accordance with the Release.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Morgan Stanley

Signature:	Chris O'Hara
Name/Title:	Authorized Signatory, Morgan Stanley
Date:	08/06/2025

Parametric Portfolio Associates LLC

Signature:	Cindy Kim
Name/Title:	Authorized Signatory, Parametric Portfolio Associates LLC
Date:	08/06/2025

Exhibit Information

EXHIBIT NO. EXHIBITS ------------------ ------------------------------------ 99.1 Joint Filing Agreement 99.2 Item 7 Information * Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

FAQ

How many NCZ shares does Morgan Stanley currently own?

The group reports beneficial ownership of 2,156,244 common shares.

What percentage of Virtus Convertible & Income Fund II’s shares does this represent?

The position equals 11.3 % of the outstanding common shares.

Does Morgan Stanley have sole voting power over its NCZ stake?

No. Sole voting power is 0; shared voting power covers 254,068 shares.

Is the filing an activist 13D or passive 13G?

It is a Schedule 13G (Amendment 4), indicating passive ownership with no intent to influence control.

Who signed the filing for Morgan Stanley and Parametric?

Morgan Stanley: Chris O’Hara; Parametric: Cindy Kim (both on 06 Aug 2025).