Notice by Closed-end Investment Companies of Intention to Call or Redeem Their Own Securities (n-23c-2)
December 23 2022 - 1:53PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
NOTIFICATION OF REDEMPTION OF SECURITIES PURSUANT
TO RULE 23c-2 UNDER THE
INVESTMENT COMPANY ACT OF 1940
Investment Company Act File No. 811-21284
Virtus Convertible & Income Fund II (“NCZ”
or the “Fund”)
_______________________________________________
Name of Registrant
101 Munson Street
Greenfield, MA 01301
____________________________________
Address of Principal Executive Office
The undersigned registered
closed-end investment company (the “Fund”) hereby notifies the Securities and Exchange Commission that it intends to redeem
securities of which it is the issuer as set forth below and in accordance with the requirements of Rule 23c-2 under the Investment Company
Act of 1940, as amended, (the “Act”). Such redemptions remain subject to the issuance of a formal notice of redemption, which
will contain the definitive terms and timetable of redemption.
(1) Title of class of securities to be redeemed:
Auction Preferred Shares, Series A (CUSIP #92838U207);
Auction Preferred Shares, Series B (CUSIP #92838U306);
Auction Preferred Shares, Series C (CUSIP #92838U405);
Auction Preferred Shares, Series D (CUSIP #92838U504); and
Auction Preferred Shares, Series E (CUSIP #92838U603) (collectively,
the “Auction Preferred Shares”).
(2) Date on which the securities are to be redeemed:
Auction Preferred Shares, Series A on January 23;
Auction Preferred Shares, Series B on January 24;
Auction Preferred Shares, Series C on January 25;
Auction Preferred Shares, Series D on January 26; and
Auction Preferred Shares, Series E on January 27.
(3) Applicable provisions of the governing instrument pursuant to which
the securities are to be redeemed:
The Auction Preferred Shares are to
be redeemed pursuant to Section 11.4(a)(i) of Article 11 of the Sixth Amended and Restated Bylaws of the Fund (the “Bylaws”).
(4) The principal amount or number of shares to
be redeemed and the basis upon which the securities are to be selected as follows:
The Fund is redeeming all remaining
outstanding Auction Preferred Shares, each with $25,000 liquidation preference as follows:
Auction Preferred Shares, Series A: 11 shares
Auction Preferred Shares, Series B: 4 shares
Auction Preferred Shares, Series C: 4 shares
Auction Preferred Shares, Series D: 3 shares
Auction Preferred Shares, Series E: 27 shares
***
Notice: The Fund’s Amended
and Restated Agreement and Declaration of Trust is on file with the Secretary of State of The Commonwealth of Massachusetts. This instrument
is executed on behalf of the Fund by an officer of the Fund as an officer of the Fund and not individually, and the obligations imposed
upon the Fund by this instrument, if any, are not binding upon any of the Fund’s officers, Trustees or shareholders individually
but are binding only upon the assets and property of the Fund.
SIGNATURE
Pursuant to Rule 23c-2 under the Act, the Fund
has caused this notification to be duly executed on its behalf in the City of Greenfield, Massachusetts on the 22nd day of
December 2022.
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VIRTUS CONVERTIBLE & INCOME FUND II |
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By: |
/S/ Jennifer Fromm |
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Name: Jennifer Fromm |
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Title: Chief Legal Officer |
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