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

Rhea-AI Filing Summary

Morgan Stanley and its subsidiary Morgan Stanley Smith Barney LLC have filed a Schedule 13G reporting a passive, >5% ownership position in Virtus Convertible & Income Fund II (ticker NCZ).

As of the event date 06/30/2025, the firms beneficially own 302,449 of the Fund’s 5.50% Series A Cumulative Preferred Shares (CUSIP 92838U702), representing 6.9% of the class. The reporting persons hold shared voting power over 2 shares and shared dispositive power over the full 302,449 shares; they possess no sole voting or dispositive authority. The filing was made under Rule 13d-1(b), indicating the securities are held in the ordinary course of business and not for the purpose of influencing control. Morgan Stanley is classified as a parent holding company; MSSB is a broker-dealer and investment adviser. Signatures were executed on 08/06/2025.

Insights

Securities Analyst

TL;DR: Morgan Stanley quietly amasses 6.9% of NCZ’s Series A preferred, signaling institutional interest but no control intent.

The 13G confirms a sizable stake—roughly one-fourteenth of the preferred float—taken by a highly regarded financial institution. Because the filing is passive (Rule 13d-1(b)), it does not imply activist intentions. Still, institutional sponsorship can enhance liquidity and may reduce perceived risk for other investors in NCZ’s preferred layer. There is no indication of leverage, derivatives, or an intent to alter capital structure, so the development appears neutral-to-modestly positive for market perception rather than a catalyst for near-term price movement.

Portfolio Manager

TL;DR: 6.9% holding raises institutional profile; impact limited to marginally better liquidity and validation.

At just over the 5% threshold, the position is material enough to require disclosure but not large enough to exert influence on dividends or redemption terms of the preferred shares. For income-focused investors, Morgan Stanley’s presence may be viewed as a vote of confidence in credit quality and coupon sustainability. However, because voting rights for preferreds are minimal outside of arrears situations, portfolio-level impact remains modest. I view the filing as non-impactful to cash flows but directionally constructive for sentiment.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Virtus Convertible & Income Fund II

(Name of Issuer)

5.50% Series A Cumulative Preferred Shares

(Title of Class of Securities)

92838U702

(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. 92838U702

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 2.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 302,449.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

302,449.00

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)

6.9 %

12

Type of Reporting Person (See Instructions)

HC, CO

SCHEDULE 13G

CUSIP No. 92838U702

1

Names of Reporting Persons

Morgan Stanley Smith Barney 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 2.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 302,449.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

302,449.00

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)

6.9 %

12

Type of Reporting Person (See Instructions)

BD, 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: Morgan Stanley Smith Barney LLC
(b)	Address or principal business office or, if none, residence: 1: 1585 Broadway, New York, NY 10036 ;2: 1585 Broadway, New York, NY 10036
(c)	Citizenship: 1: Delaware 2: Delaware
(d)	Title of class of securities: 5.50% Series A Cumulative Preferred Shares
(e)	CUSIP No.: 92838U702
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: 6.9 %
(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

Morgan Stanley Smith Barney LLC

Signature:	David Galasso
Name/Title:	Authorized Signatory, Morgan Stanley Smith Barney 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).