Virtus Convertible & Income Fund II DEFR14A, filed Sep 22, 2020

Virtus Convertible & Income Fund II (NCZ)

DEFR14A 2020-09-22

View Original

Added on October 20, 2026

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


☐		Preliminary Proxy Statement

☐		Confidential, for Use of the Commission Only (as permitted by Rule 14(a)-6(e)(2))

☒		Definitive Proxy Statement

☐		Definitive Additional Materials

☐		Soliciting Materials Pursuant to §240.14a-12



☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(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:

☐	Fee paid previously with preliminary materials:

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identifying 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.

	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:


		Page
INTRODUCTION			1

SUMMARY OF THE PROPOSALS			3

I. APPROVAL OF THE PROPOSED INVESTMENT ADVISORY AGREEMENTS			4

II. APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENTS			21

II.A. APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENTS WITH ALLIANZGI U.S.			24

II.B. APPROVAL OF THE PROPOSED SUBADVISORY AGREEMENT WITH THE VIRTUS VALUE EQUITY SUBADVISER			26

III. FUND INFORMATION			28

IV. VOTING INFORMATION			32

APPENDIX A	FORM OF PROPOSED INVESTMENT ADVISORY AGREEMENT		A-1

APPENDIX B	PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF VIRTUS		B-1

APPENDIX C	FORM OF SUBADVISORY AGREEMENTS		C-1

APPENDIX D	PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF ALLIANZGI U.S.		D-1

APPENDIX E	PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF THE VIRTUS VALUE EQUITY SUBADVISER		E-1

APPENDIX F	OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS		F-1


Fund	Date of Current IMA	Date Submitted to Shareholders
NFJ	February 15, 2005	April 1, 2004
NCV	October 1, 2016	March 24, 2003
NCZ	October 1, 2016	April 22, 2003
NIE	October 1, 2016	February 20, 2007
ACV	May 15, 2015	May 15, 2015
CBH	May 17, 2017	June 27, 2017
AIO	October 1, 2019	October 30, 2019


Fund Name	Annual Management Fee Rate Under Each Current Agreement
AIO⁽¹⁾		1.250	%
NCV⁽²⁾		0.700	%
NCZ⁽²⁾		0.700	%
CBH⁽¹⁾		0.750	%
ACV⁽¹⁾		1.000	%
NIE⁽³⁾		1.000	%
NFJ⁽³⁾		0.900	%


Fund	Annual Fee Rate Under each Proposed Investment Advisory Agreement
AIO⁽¹⁾		1.25	%
NCV⁽²⁾		0.70	%
NCZ⁽²⁾		0.70	%
CBH⁽¹⁾		0.75	%
ACV⁽³⁾		1.00	%
NIE⁽⁴⁾		1.00	%
NFJ⁽⁴⁾		0.90	%


	AIO					NCV
	Under Current IMA			Estimated *Pro Forma* Under Proposed Agreement*		Under Current IMA			Estimated *Pro Forma* Under Proposed Agreement*
Management Fees⁽¹⁾		1.25	%		1.25%		1.19	%		1.19%
Interest Payments on Borrowings		0.00	%		0.00%		0.16	%		0.16%
Dividend Expense of Preferred Shares		0.00	%		0.00%		0.00	%		0.00%
Other Expenses		0.09	%		0.15%		0.18	%		0.31%
Admin Fees⁽²⁾		—			0.10%		—			0.17%
Total Annual Expenses		1.34	%		1.40%		1.53	%		1.66%
(Expense Reduction/Fee Waiver)⁽³⁾		0.00	%		(0.06%)		0.00	%		(0.13%)
Total Annual Expenses After Fee Waiver		1.34	%		1.34%		1.53	%		1.53%

	CBH					ACV
	Under Current IMA			Estimated *Pro Forma* Under Proposed Agreement*		Under Current IMA			Estimated *Pro Forma* Under Proposed Agreement*
Management Fees⁽¹⁾		1.04	%		1.04%		1.43	%		1.43%
Interest Payments on Borrowings		1.07	%		1.07%		1.18	%		1.18%
Dividend Expense of Preferred Shares		0.00	%		0.00%		0.54	%		0.54%
Other Expenses		0.27	%		0.36%		0.17	%		0.26%
Admin Fees⁽²⁾		—			0.14%		—			0.14%
Total Annual Expenses		2.38	%		2.47%		3.32	%		3.41%
(Expense Reduction/Fee Waiver)⁽³⁾		0.00	%		(0.09%)		0.00	%		(0.09)%
Total Annual Expenses After Fee Waiver		2.38	%		2.38%		3.32	%		3.32%

	NFJ					NCZ
	Under Current IMA			Estimated *Pro Forma* Under Proposed Agreement*		Under Current IMA			Estimated *Pro Forma* Under Proposed Agreement*
Management Fees⁽¹⁾		0.90	%		0.90%		1.20	%		1.20%
Interest Payments on Borrowings		0.00	%		0.00%		0.00	%		0.00%
Dividend Expense of Preferred Shares		0.00	%		0.00%		0.00	%		0.00%
Other Expenses		0.06	%		0.15%		0.21	%		0.34%
Admin Fees⁽²⁾		—			0.10%		—			0.17%
Total Annual Expenses		0.96	%		1.05%		1.41	%		1.54%
(Expense Reduction/Fee Waiver)⁽³⁾		0.00	%		(0.09%)		0.00	%		(0.13%)
Total Annual Expenses After Fee Waiver		0.96	%		0.96%		1.41	%		1.41%


Name	Position with Fund	Position with AllianzGI U.S.
Thomas J. Fuccillo	Interested Trustee, President and Chief Executive Officer	Managing Director and Head of US Funds of Allianz Global Investors U.S. Holdings LLC; Managing Director of Allianz Global Investors Distributors LLC
Scott Whisten	Financial and Accounting Officer	Director of Allianz Global Investors U.S. LLC


Name and Address	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During the Past 5 Years
Thomas J. Fuccillo	President and Chief Executive Officer	NCV, NCZ, NIE, NFJ & ACV (Since April 2016) CBH (Since May 2017) AIO (Since October 2019)	Managing Director and Head of US Funds of Allianz Global Investors U.S. Holdings LLC; Managing Director of Allianz Global Investors Distributors LLC; Trustee, President and Chief Executive Officer of The Korea Fund, Inc. and The Taiwan Fund, Inc.; and President and Chief Executive Officer of 55 funds in the Fund Complex. Formerly, Associate General Counsel, Head of US Funds and Retail Legal of Allianz Global Investors U.S. Holdings LLC; Chief Legal Officer and Secretary of Allianz Global Investors Distributors LLC (2013-2019); Vice President, Secretary and Chief Legal Officer of numerous funds in the Fund Complex (2004-2016).

Scott Whisten	Treasurer, Principal Financial and Accounting Officer	NCV, NCZ, NIE, NFJ, ACV & CBH (Since April 2018) AIO (Since October 2019)	Director of Allianz Global Investors U.S. LLC; and Treasurer, Principal Financial and Accounting Officer of 55 funds in the Fund Complex. Formerly, Assistant Treasurer of numerous funds in the Fund Complex (2007-2018).

Angela Borreggine	Chief Legal Officer and Secretary	NCV, NCZ, NIE, NFJ & ACV (Since April 2016) CBH (Since May 2017) AIO (Since October 2019)	Director and Senior Counsel of Allianz Global Investors U.S. Holdings LLC; Chief Legal Officer and Secretary of 55 funds in the Fund Complex; Secretary and Chief Legal Officer of The Korea Fund, Inc. Formerly, Assistant Secretary of numerous funds in the Fund Complex (2015-2016).


APPENDIX A		FORM OF PROPOSED INVESTMENT ADVISORY AGREEMENT
APPENDIX B		PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF VIRTUS
APPENDIX C		FORM OF SUBADVISORY AGREEMENTS
APPENDIX D		PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF ALLIANZGI U.S.
APPENDIX E		PRINCIPAL EXECUTIVE OFFICERS AND DIRECTORS OF THE VIRTUS VALUE EQUITY SUBADVISER
APPENDIX F		OUTSTANDING SHARES AND SIGNIFICANT SHAREHOLDERS


[FUND NAME]

By:
Name:		[ ]
Title:		[ ]

[VIRTUS INVESTMENT ADVISERS, INC.]

By:
Name:		[ ]
Title:		[ ]


Name		Position with Virtus
George R. Aylward		Director, President and Chairman
Michael A. Angerthal		Director, Executive Vice President and Chief Financial Officer
Francis G. Waltman		Director, Executive Vice President
Kevin J. Carr		Vice President and Clerk
Jennifer Fromm		Assistant Clerk
David Fusco		Vice President and Chief Compliance Officer
David G. Hanley		Senior Vice President and Treasurer
Wendy J. Hills		Executive Vice President, General Counsel and Assistant Clerk
David Martin		Vice President


SCHEDULES:		A. Operational Procedures
		B. Record Keeping Requirements
		C. Fee Schedule
		D. Subadviser Functions
		E. Form of Sub-Certification


ARTICLE X

ARTICLE XI
ARTICLE XII	[Name of Subadviser]	Date
ARTICLE XIII	[Name of Authorized Signer]
[Title of Authorized Signer]


Name⁽¹⁾		Position
Tobias Pross		Chief Executive Officer
Gem Pushpaharan		Chief Operating Officer
Erin Bengtson-Olivieri		Chief Financial Officer
Paul Koo		Chief Compliance Officer
John Viggiano		Chief Legal Officer


Beneficial Owner	Fund	Percentage of Ownership Class
UBS Group AG Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland	NCV	90.20% of ARPS Preferred Shares

RiverNorth Capital Management, LLC 325 N. LaSalle Street Suite 645 Chicago, IL 60654	NCV	8.34% of Cumulative Preferred Shares

UBS Group AG Bahnhofstrasse 45 PO Box CH-8021 Zurich, Switzerland	NCZ	86.69% of ARPS Preferred Shares


AllianzGI Convertible & Income 2024 Target Term Fund (CBH) YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				SIGNATURE (AND TITLE IF APPLICABLE) DATE



				SIGNATURE (IF HELD JOINTLY) DATE


AllianzGI Convertible & Income Fund (NCV) YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.

	SIGNATURE (AND TITLE IF APPLICABLE)	DATE

	SIGNATURE (IF HELD JOINTLY)	DATE


AllianzGI Convertible & Income Fund II (NCZ) YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				SIGNATURE (AND TITLE IF APPLICABLE) DATE



				SIGNATURE (IF HELD JOINTLY) DATE


AllianzGI Dividend, Interest & Premium Strategy Fund (NFJ) YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				SIGNATURE (AND TITLE IF APPLICABLE) DATE



				SIGNATURE (IF HELD JOINTLY) DATE


AllianzGI Equity & Convertible Income Fund (NIE) YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				SIGNATURE (AND TITLE IF APPLICABLE) DATE



				SIGNATURE (IF HELD JOINTLY) DATE


AllianzGI Diversified Income & Convertible Fund (ACV) YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				SIGNATURE (AND TITLE IF APPLICABLE) DATE



				SIGNATURE (IF HELD JOINTLY) DATE



PROPOSALS

	FOR	AGAINST	ABSTAIN

1. Approval of a new Investment Advisory Agreement with Virtus Investment Advisers, Inc. by Shareholders of AllianzGI Diversified Income & Convertible Fund (ACV).	O	O	O

2. Approval of a new Subadvisory Agreement by and among the Fund, Virtus Investment Advisers, Inc. and Allianz Global Investors U.S. LLC by Shareholders of AllianzGI Diversified Income & Convertible Fund (ACV).	O	O	O

3. The transaction of such other business as may properly come before the Special Meeting and any adjournment(s) or postponement(s) thereof.	O	O	O


AllianzGI Artificial Intelligence & Technology Opportunities Fund (AIO) YOUR SIGNATURE IS REQUIRED FOR YOUR VOTE TO BE COUNTED.

Please sign exactly as your name(s) appear(s) on the proxy card. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, the signature should be that of an authorized officer who should state his or her title.
				SIGNATURE (AND TITLE IF APPLICABLE) DATE



				SIGNATURE (IF HELD JOINTLY) DATE