UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-22608
Virtus Global Multi-Sector Income Fund
(Exact name of registrant as specified in charter)
101 Munson Street
Greenfield, MA 01301-9683
(Address of principal executive offices) (Zip code)
William Renahan, Esq
Vice President, Chief Legal Officer and Secretary for Registrant
100 Pearl Street
Hartford, CT 06103-4506
(Name and address of agent for service)
Registrants telephone number, including area code: (866) 270-7788
Date of fiscal year end: November 30
Date of reporting period: May 31, 2017
Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (OMB) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.
Item 1. | Reports to Stockholders. |
The Report to Shareholders is attached herewith.
SEMIANNUAL REPORT
Not FDIC Insured No Bank Guarantee May Lose Value |
May 31, 2017 |
FUND DISTRIBUTIONS AND MANAGED DISTRIBUTION PLAN
The Board of Trustees of the Virtus Global Multi-Sector Income Fund (the Fund) adopted a Managed Distribution Plan (the Plan) which provides for the Fund to make a monthly distribution rate of $0.156 per share. Under the terms of the Plan, the Fund seeks to maintain a consistent distribution level that may be paid in part or in full from net investment income, realized capital gains, and a return of capital, or a combination thereof.
You should not draw any conclusions about the Funds investment performance from the amount of the distributions or from the terms of the Funds Managed Distribution Plan.
The Fund estimates that it has distributed more than its income and net realized capital gains in the fiscal year to date; therefore, a portion of your distributions may be a return of capital. A return of capital may occur, for example, when some or all of the money that you invested in the Fund is paid back to you. A return of capital distribution does not necessarily reflect the Funds investment performance and should not be confused with yield or income.
The amounts and sources of distributions reported in Section 19(a) notices of the 1940 Act are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will depend upon the Funds investment experience during the remainder of its fiscal year and may be subject to changes based on tax regulations. The Fund will send shareholders a Form 1099-DIV for the calendar year that will tell you how to report distributions for federal income tax purposes.
The Board may amend, suspend or terminate the Managed Distribution Plan at any time, without prior notice to shareholders, if it deems such action to be in the best interest of the Fund and its shareholders.
Information on the Virtus Global Multi-Sector Income Fund is available through the closed end fund section on the web at www.Virtus.com. Section 19(a) notices are posted on the website at https://www.virtus.com/our-products/closed-end-fund-details/VGI.
1
Dear Virtus Global Multi-Sector Income Fund Shareholder:
I am pleased to share the semiannual report for the Virtus Global Multi-Sector Income Fund (VGI) for the six months ended May 31, 2017. The report contains comments from the portfolio management team at Newfleet Asset Management on how fixed income markets and the fund performed during the period, including the contribution of the options overlay strategy. The results of the funds annual meeting of shareholders held on June 6, 2017 are also included.
For the six months ended May 31, 2017, the funds net asset value (NAV) increased 10.88%, including $0.936 in reinvested distributions. For the same period, the funds benchmark, the Bloomberg Barclays Global Aggregate Bond Index, increased 4.02%, including reinvested dividends.
On behalf of the Newfleet portfolio management team, thank you for your investment. Should you have any questions or require support, the Virtus customer service team is ready to assist at 1-866-270-7788 or through the closed-end fund section of our website, www.virtus.com.
Sincerely,
George R. Aylward
President, Chief Executive Officer, and Trustee
Virtus Global Multi-Sector Income Fund
July 2017
This information does not represent an offer, or the solicitation of an offer, to buy or sell securities of the Fund.
Performance data quoted represents past results. Past performance is no guarantee of future results and current performance may be higher or lower than performance shown.
2
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
MANAGERS DISCUSSION OF FUND PERFORMANCE (Unaudited)
MAY 31, 2017
For information regarding the indexes and certain key investment terms see the Key Investment Terms starting on page 7.
3
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
MANAGERS DISCUSSION OF FUND PERFORMANCE (Unaudited) (Continued)
MAY 31, 2017
For information regarding the indexes and certain key investment terms see the Key Investment Terms starting on page 7.
4
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
MANAGERS DISCUSSION OF FUND PERFORMANCE (Unaudited) (Continued)
MAY 31, 2017
For information regarding the indexes and certain key investment terms see the Key Investment Terms starting on page 7.
5
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
(Unaudited)
MAY 31, 2017
The following tables present the portfolio holdings within certain sectors or countries as a percentage of total investments net of written options.
Asset Allocation | ||||||||
Corporate Bonds and Notes |
55 | % | ||||||
Energy |
15 | % | ||||||
Financials |
15 | |||||||
Materials |
6 | |||||||
Total of all others |
19 | |||||||
Foreign Government Securities |
18 | |||||||
Loan Agreements |
10 | |||||||
Mortgage-Backed Securities |
9 | |||||||
Asset-Backed Securities |
4 | |||||||
Preferred Stocks |
3 | |||||||
Other |
1 | |||||||
|
|
|||||||
Total |
100 | % | ||||||
|
|
Country Weightings | ||||
United States |
48 | % | ||
Mexico |
5 | |||
Brazil |
4 | |||
Turkey |
4 | |||
Argentina |
3 | |||
Colombia |
3 | |||
Chile |
3 | |||
Other |
30 | |||
|
|
|||
Total |
100 | % | ||
|
|
6
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
KEY INVESTMENT TERMS (Unaudited)
MAY 31, 2017
Bloomberg Barclays Global Aggregate Bond Index
The Bloomberg Barclays Global Aggregate Bond Index is a market-weighted index of global government, government-related agencies, corporate and securitized fixed income investments.
The index is calculated on a total return basis. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment.
Brexit
A combination of the words Britain and exit which refers to Britains withdrawal from the European Union.
Chicago Board Options Exchange (CBOE) Volatility Index
The Chicago Board Options Exchange (CBOE) Volatility Index (VIX®) shows the markets expectation of 30-day volatility. It is constructed using the implied volatilities of a wide range of S&P 500® index options. This volatility is meant to be forward looking and is calculated from both calls and puts. The VIX® is a widely used measure of market risk and is often referred to as the investor fear gauge. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment.
Exchange-Traded Funds (ETF)
An open-end fund that is traded on a stock exchange. Most ETFs have a portfolio of stocks or bonds that track a specific market index.
Federal Reserve (the Fed)
The Central bank of the United States, responsible for controlling the money supply, interest rates and credit with the goal of keeping the U.S. economy and currency stable. Governed by a seven-member board, the system includes 12 regional Federal Reserve Banks, 25 branches and all national and state banks that are part of the system.
S&P 500® Index
The S&P 500® Index is a free-float market capitalization-weighted index of 500 of the largest U.S. companies. The index is calculated on a total return basis with dividends reinvested. The index is unmanaged, its returns do not reflect any fees, expenses, or sales charges, and it is not available for direct investment.
Yield Curve
A line that plots the interest rates, at a set point in time, of bonds having equal credit quality, but differing maturity dates. The most frequently reported yield curve compares the three-month, two-year, five-year and 30-year U.S. Treasury debt. This yield curve is used as a benchmark for other debt in the market, such as mortgage rates or bank lending rates. The curve is also used to predict changes in economic output and growth.
7
8
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
9
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
10
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
11
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
12
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
13
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
14
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
15
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
16
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
17
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
18
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
19
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
20
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
21
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
See Notes to Financial Statements
22
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
The following table provides a summary of inputs used to value the Funds investments as of May 31, 2017 (See Security Valuation Note 2A in the Notes to Financial Statements):
Total Value at May 31, 2017 |
Level 1 Quoted Prices |
Level 2 Significant Observable Inputs |
Level 3 Significant Unobservable Inputs |
|||||||||||||
Debt Securities: |
||||||||||||||||
Asset-Backed Securities |
$ | 10,412 | $ | | $ | 10,412 | $ | | ||||||||
Corporate Bonds and Notes |
143,098 | | 142,377 | 721 | ||||||||||||
Foreign Government Securities |
47,303 | | 47,303 | | ||||||||||||
Loan Agreements |
25,573 | | 25,376 | 197 | ||||||||||||
Mortgage-Backed Securities |
22,813 | | 22,813 | | ||||||||||||
Municipal Bonds |
1,551 | | 1,551 | | ||||||||||||
Equity Securities: |
||||||||||||||||
Common Stocks |
129 | 108 | | 21 | ||||||||||||
Preferred Stocks |
6,907 | 2,299 | 4,608 | | ||||||||||||
Purchased Options |
161 | 161 | | | ||||||||||||
Warrants |
11 | | | 11 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investments before Written Options |
$ | 257,958 | $ | 2,568 | $ | 254,440 | $ | 950 | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Written Options |
(364 | ) | (364 | ) | | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Investments Net of Written Options |
$ | 257,594 | $ | 2,204 | $ | 254,440 | $ | 950 | ||||||||
|
|
|
|
|
|
|
|
There were no transfers between Level 1 and Level 2 related to securities held at May 31, 2017.
See Notes to Financial Statements
23
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
SCHEDULE OF INVESTMENTS (Unaudited) (Continued)
MAY 31, 2017
($ reported in thousands)
The following is a reconciliation of assets of the Fund for Level 3 investments for which significant unobservable inputs were used to determine fair value.
Investments in Securities | Total | Asset-Backed Securities |
Common Stocks |
Corporate Bonds and Notes |
Loan Agreements |
Warrants | ||||||||||||||||||
Balance as of November 30, 2016: |
$ | 1,207 | $ | 434 | $ | 22 | $ | 738 | $ | | $ | 13 | ||||||||||||
Accrued discount (premium) |
| (d) | | | | (d) | | | ||||||||||||||||
Realized gain (loss) |
5 | 4 | | | (d) | 1 | | (d) | ||||||||||||||||
Change in unrealized appreciation/(depreciation)(c) |
(129 | ) | (14 | ) | 7 | (123 | ) | 3 | (2 | ) | ||||||||||||||
Purchases |
562 | | | 130 | 432 | | ||||||||||||||||||
Sales(b) |
(695 | ) | (424 | ) | (8 | ) | (24 | ) | (239 | ) | | |||||||||||||
Transfers into Level 3(a) |
| | | | | | ||||||||||||||||||
Transfers from Level 3(a) |
| | | | | | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance as of May 31, 2017 |
$ | 950 | $ | | $ | 21 | (e) | $ | 721 | $ | 197 | $ | 11 | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
(a) | Transfers into and/or from represent the ending value as of May 31, 2017, for any investment security where a change in the pricing level occurred from the beginning to the end of the period. |
(b) | Includes paydowns on securities. |
(c) | Included in the related net change in unrealized appreciation (depreciation) on investments in the Statement of Operations. The change in unrealized appreciation (depreciation) on securities still held at May 31, 2017, was $(115). |
(d) | Amount is less than $500. |
(e) | Includes internally fair valued securities. |
Some of the Funds investments that are categorized as Level 3 were valued utilizing third party pricing information without adjustment. Such valuations are based on unobservable inputs. A significant change in third party information inputs could result in a significantly lower or higher value of Level 3 investments.
See Notes to Financial Statements
24
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES (Unaudited)
MAY 31, 2017
(Reported in thousands except shares and per share amounts)
Assets | ||||
Investment in securities at value (Identified cost $256,364) |
$ | 257,958 | ||
Cash |
4,123 | |||
Deposits with prime broker |
3,226 | |||
Receivables |
||||
Investment securities sold |
1,152 | |||
Dividends and interest |
3,112 | |||
Prepaid expenses |
17 | |||
Prepaid trustee retainer |
19 | |||
|
|
|||
Total assets |
269,607 | |||
|
|
|||
Liabilities | ||||
Written options at value (Premiums received $778)(Note 3) |
364 | |||
Payables | ||||
Borrowings (Note 8) |
69,000 | |||
Investment securities purchased |
4,074 | |||
Investment advisory fees |
213 | |||
Administration and accounting fees |
29 | |||
Professional fees |
30 | |||
Transfer agent fees and expenses |
8 | |||
Interest payable on borrowings |
4 | |||
Other accrued expenses |
42 | |||
|
|
|||
Total liabilities |
73,764 | |||
|
|
|||
Net Assets | $ | 195,843 | ||
|
|
|||
Net Assets Consist of: | ||||
Capital paid in on shares of beneficial interest |
$ | 197,580 | ||
Accumulated undistributed net investment income (loss) |
(6,014 | ) | ||
Accumulated undistributed net realized gain (loss) |
2,269 | |||
Net unrealized appreciation (depreciation) on investments |
1,594 | |||
Net unrealized appreciation (depreciation) on written options |
414 | |||
|
|
|||
Net Assets | $ | 195,843 | ||
|
|
|||
Net Asset Value Per Share |
$ | 17.40 | ||
|
|
See Notes to Financial Statements
25
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
STATEMENT OF OPERATIONS (Unaudited)
SIX MONTHS ENDED MAY 31, 2017
($ reported in thousands)
Investment Income | ||||
Interest |
$ | 7,429 | ||
Dividends |
35 | |||
Foreign taxes withheld |
(4 | ) | ||
|
|
|||
Total investment income |
7,460 | |||
|
|
|||
Expenses | ||||
Investment advisory fees |
1,235 | |||
Administration and accounting fees |
171 | |||
Trustees fees and expenses |
103 | |||
Printing fees and expenses |
53 | |||
Professional fees |
44 | |||
Transfer agent fees and expenses |
12 | |||
Custodian fees |
9 | |||
Miscellaneous expenses |
39 | |||
|
|
|||
Total expenses before interest expense |
1,666 | |||
Interest expense |
583 | |||
|
|
|||
Total expenses after interest expense |
2,249 | |||
Earnings credit from custodian |
(2 | ) | ||
|
|
|||
Net expenses |
2,247 | |||
|
|
|||
Net investment income (loss) | 5,213 | |||
|
|
|||
Net Realized and Unrealized Gain (Loss) on Investments | ||||
Net realized gain (loss) on investments |
(4,009 | ) | ||
Net realized gain (loss) on foreign currency transactions |
(24 | ) | ||
Net realized gain (loss) on written options |
8,337 | |||
Net change in unrealized appreciation (depreciation) on investments |
9,605 | |||
Net change in unrealized appreciation (depreciation) on foreign currency translations |
14 | |||
Net change in unrealized appreciation (depreciation) on written options |
67 | |||
|
|
|||
Net realized and unrealized gain (loss) on investments | 13,990 | |||
|
|
|||
Net increase (decrease) in net assets resulting from operations | $ | 19,203 | ||
|
|
See Notes to Financial Statements
26
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
STATEMENTS OF CHANGES IN NET ASSETS
($ reported in thousands)
Six Months Ended May 31, 2017 (Unaudited) |
Year Ended November 30, 2016 |
|||||||
INCREASE/(DECREASE) IN NET ASSETS | ||||||||
From Operations | ||||||||
Net investment income (loss) |
$ | 5,213 | $ | 10,491 | ||||
Net realized gain (loss) |
4,304 | (2,745 | ) | |||||
Net change in unrealized appreciation (depreciation) |
9,686 | 11,506 | ||||||
|
|
|
|
|||||
Increase (decrease) in net assets resulting from operations | 19,203 | 19,252 | ||||||
|
|
|
|
|||||
From Distributions to Shareholders | ||||||||
Net investment income |
(10,535 | )(1) | (10,078 | ) | ||||
Return of capital |
| (10,992 | ) | |||||
|
|
|
|
|||||
Decrease in net assets from distributions to shareholders | (10,535 | ) | (21,070 | ) | ||||
|
|
|
|
|||||
Net increase (decrease) in net assets | 8,668 | (1,818 | ) | |||||
Net Assets | ||||||||
Beginning of period |
187,175 | 188,993 | ||||||
|
|
|
|
|||||
End of period | $ | 195,843 | $ | 187,175 | ||||
|
|
|
|
|||||
Accumulated undistributed net investment income (loss) at end of period |
$ | (6,014 | ) | $ | (692 | ) |
(1) | Please note that the tax status of our distributions is determined at the end of the tax year. However, based on interim data as of May 31, 2017, we estimate that 49% of the distributions will represent net investment income, 11% will represent short-term capital gains, 8% will represent long-term capital gains, and 32% will represent return of capital. Also refer to inside front cover for information on the Managed Distribution Plan. See Notes to Financial Statements. |
See Notes to Financial Statements
27
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
STATEMENT OF CASH FLOWS (Unaudited)
FOR THE SIX MONTHS ENDED MAY 31, 2017
($ reported in thousands)
Increase (Decrease) in cash | ||||
Cash Flows Provided by (Used for) Operating Activities: | ||||
Net increase (decrease) in net assets resulting from operations |
$ | 19,203 | ||
|
|
|||
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided/(used by) operating activities: |
||||
Proceeds from sales and paydowns of long-term investments |
87,808 | |||
(Increase) Decrease in investment securities sold receivable |
(727 | ) | ||
Purchases of long-term investments |
(85,190 | ) | ||
Increase (Decrease) in investment securities purchased payable |
1,451 | |||
Net (purchases) or sales of short-term securities |
303 | |||
Net (purchases) or sales in purchased options |
(4,714 | ) | ||
Net purchases or (sales) in written options |
8,408 | |||
Net unrealized appreciation on investments |
(9,672 | ) | ||
Net realized gain on investments |
(4,328 | ) | ||
Amortization of premium and accretion of discounts on investments |
(47 | ) | ||
(Increase) Decrease in deposits with prime broker |
629 | |||
(Increase) Decrease in tax reclaims receivable |
61 | |||
(Increase) Decrease in dividends and interest receivable |
(78 | ) | ||
Increase (Decrease) in interest payable on borrowings |
(78 | ) | ||
Increase (Decrease) in affiliated expenses payable |
13 | |||
Increase (Decrease) in unaffiliated expenses payable |
(3 | ) | ||
|
|
|||
Cash provided by (used for) operating activities |
13,039 | |||
|
|
|||
Cash provided by (used for) financing activities: | ||||
Cash distributions paid to shareholders |
(10,535 | ) | ||
|
|
|||
Cash provided by (used for) financing activities |
(10,535 | ) | ||
|
|
|||
Net increase (decrease) in cash | 2,504 | |||
|
|
|||
Cash: | ||||
Cash and foreign currency at beginning of period |
1,619 | |||
|
|
|||
Cash and foreign currency at end of period |
$ | 4,123 | ||
|
|
|||
Supplemental cash flow information: | ||||
Cash paid during the period for interest |
$ | 661 |
See Notes to Financial Statements
28
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
(Selected per share data and ratios for a share outstanding throughout each period)
Six Months Ended May 31, 2017 (Unaudited) |
Year Ended November 30, 2016 |
Period Ended November 30(10) 2015 |
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | |||||||||||||||||||
PER SHARE OPERATING DATA: | ||||||||||||||||||||
Net Asset Value, Beginning of Period |
$ | 16.63 | $ | 16.79 | $ | 18.14 | $ | 19.03 | $ | 20.32 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income from investment operations: | ||||||||||||||||||||
Net Investment Income/(Loss)(2) |
0.46 | 0.93 | 0.91 | 1.23 | 1.34 | |||||||||||||||
Net Realized and Unrealized Gain/(Loss) |
1.25 | 0.78 | (0.37 | ) | (0.50 | ) | (1.10 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total from Investment Operations |
1.71 | 1.71 | 0.54 | 0.73 | 0.24 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Dividends and/or Distributions to Shareholders: | ||||||||||||||||||||
Dividends from Net Investment Income |
(0.94 | ) | (0.89 | ) | (0.70 | ) | (1.16 | ) | (1.29 | ) | ||||||||||
Dividends from Net Realized Gains |
| | (0.66 | ) | (0.46 | ) | (0.24 | ) | ||||||||||||
Distributions from Return of Capital |
| (0.98 | ) | (0.53 | ) | | | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total Dividends and Distributions to Shareholders |
(0.94 | ) | (1.87 | ) | (1.89 | ) | (1.62 | ) | (1.53 | ) | ||||||||||
Payment from Affiliate |
| | | (9) | | | ||||||||||||||
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|
|
|
|
|
|
|
|
|
|||||||||||
Net Asset Value, End of Period |
$ | 17.40 | $ | 16.63 | $ | 16.79 | $ | 18.14 | $ | 19.03 | ||||||||||
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|
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Market Price, End of Period(3) |
$ | 17.20 | $ | 14.96 | $ | 14.26 | $ | 15.85 | $ | 16.92 | ||||||||||
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|
|
|
|
|
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|
|||||||||||
Total Return on Net Asset Value(4) |
10.88 | %(7) | 12.45 | % | 4.34 | %(7) | 4.81 | % | 1.89 | % | ||||||||||
Total Return on Market Value(5) |
21.84 | %(7) | 19.11 | % | 1.47 | %(7) | 2.94 | % | (2.55 | )% | ||||||||||
Net Assets, End of Period (000s) |
$ | 195,843 | $ | 187,175 | $ | 188,993 | $ | 204,224 | $ | 214,197 | ||||||||||
RATIOS/SUPPLEMENTAL DATA: | ||||||||||||||||||||
Ratio of Total Expenses After Interest Expense to Average Net Assets(6) |
2.35 | %(8) | 2.24 | % | 2.08 | %(8) | 2.13 | % | 2.16 | % | ||||||||||
Ratio of Net Investment Income/(Loss) to Average Net Assets |
5.46 | %(8) | 5.65 | % | 5.62 | %(8) | 6.37 | % | 6.87 | % | ||||||||||
Portfolio Turnover Rate |
33 | %(7) | 60 | % | 50 | %(7) | 45 | % | 48 | % | ||||||||||
Bank Borrowings: | ||||||||||||||||||||
Loan Outstanding, End of Period (000s) |
$ | 69,000 | $ | 69,000 | $ | 68,000 | $ | 80,000 | $ | 93,000 | ||||||||||
Asset Coverage for Loan Outstanding |
384 | % | 371 | % | 376 | % | 357 | % | 330 | % |
(1) | Fund commenced operations on February 23, 2012, the date which its initial public offering shares were issued. |
(2) | Based on average number of shares of common stock outstanding. |
(3) | Closing price New York Stock Exchange (NYSE). |
(4) | Total Return on NAV is calculated using the Net Asset Value of common stock on the first business day and the closing Net Asset Value on the last business day of the period. Dividends and distributions, if any, are assumed for the purpose of this calculation, to be reinvested at prices obtained under the Funds Automatic Reinvestment and Cash Purchase Plan. |
See Notes to Financial Statements
29
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
FINANCIAL HIGHLIGHTS (Continued)
(Selected per share data and ratios for a share outstanding throughout each period)
From
Inception1 to December 31, 2012 |
||||
PER SHARE OPERATING DATA: | ||||
Net Asset Value, Beginning of Period |
$ | 19.10 | (1) | |
|
|
|||
Income from investment operations: | ||||
Net Investment Income/(Loss)(2) |
1.08 | |||
Net Realized and Unrealized Gain/(Loss) |
1.19 | |||
|
|
|||
Total from Investment Operations |
2.27 | |||
|
|
|||
Dividends and/or Distributions to Shareholders: | ||||
Dividends from Net Investment Income |
(0.93 | ) | ||
Dividends from Net Realized Gains |
(0.12 | ) | ||
Distributions from Return of Capital |
| |||
|
|
|||
Total Dividends and Distributions to Shareholders |
(1.05 | ) | ||
|
|
|||
Net Asset Value, End of Period |
$ | 20.32 | ||
|
|
|||
Market Price, End of Period(3) |
$ | 18.90 | ||
|
|
|||
Total Return on Net Asset Value(4) |
12.61 | %(7) | ||
Total Return on Market Value(5) |
(0.02 | )%(7) | ||
Net Assets, End of Period (000s) |
$ | 228,749 | ||
RATIOS/SUPPLEMENTAL DATA: | ||||
Ratio of Total Expenses After Interest Expense to Average Net Assets(6) |
2.19 | %(8) | ||
Ratio of Net Investment Income/(Loss) to Average Net Assets |
6.65 | %(8) | ||
Portfolio Turnover Rate |
46 | %(7) | ||
Bank Borrowings: | ||||
Loan Outstanding, End of Period (000s) |
$ | 93,000 | ||
Asset Coverage for Loan Outstanding |
346 | % |
(5) | Total investment return is calculated assuming a purchase of common shares of the opening of the first day and sale on the closing of the last day of each period reported. Dividends and distributions are assumed, for purposes of this calculation, to be reinvested at prices obtained under the Funds Automatic Reinvestment and Cash Purchase Plan. Total investment return is not annualized for periods of less than one year. Brokerage commissions that a shareholder may pay are not reflected. Total return does not reflect the deduction of taxes that a shareholder may pay on fund distributions or the sale of fund shares. |
(6) | Ratio of operating expenses, excluding interest expense on the line of credit, was 1.74% for the period ended May 31, 2017, 1.76% for the year ended November 30, 2016, 1.71% for the fiscal period ended November 30, 2015, 1.74% and 1.73% for the years ended December 31, 2014 and 2013, respectively, and 1.74% from inception(1) to December 31, 2012. |
(7) | Not annualized. |
(8) | Annualized. |
(9) | Amount is less than $0.005. |
(10) | During the period the Fund changed its fiscal year end from December 31 to November 30. |
See Notes to Financial Statements
30
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited)
MAY 31, 2017
Note 1. Organization
The Fund was incorporated as a statutory trust under the laws of the State of Delaware on November 9, 2011. The Fund commenced operations on February 23, 2012, as a diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the 1940 Act). The Funds investment objective is to maximize current income while preserving capital.
Note 2. Significant Accounting Policies
The significant accounting policies consistently followed by the Fund in the preparation of its financial statements are summarized below and for derivatives, included in Note 3 below. The preparation of financial statements in conformity with U.S. generally accepted accounting principles (U.S. GAAP) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates, and those differences could be significant.
A. | Security Valuation |
Security valuation procedures for the Fund, which include nightly price variance, as well as back-testing items such as bi-weekly unchanged price, monthly secondary source and transaction analysis, have been approved by the Board of Trustees of the Fund (the Board, or the Trustees). All internally fair valued securities are approved by a valuation committee appointed by the Board (the Valuation Committee). The Valuation Committee is comprised of certain members of management as identified to the Board and convenes independently from portfolio management. All internally fair valued securities are updated daily and reviewed in detail by the Valuation Committee monthly unless changes occur within the period. The Valuation Committee reviews the validity of the model inputs and any changes to the model. Fair valuations are reviewed quarterly by the Board.
The Fund utilizes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The Funds policy is to recognize transfers between levels at the end of the reporting period.
Level 1 | quoted prices in active markets for identical securities (security types generally include listed equities). |
Level 2 | prices determined using other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.). |
Level 3 | prices determined using significant unobservable inputs (including the Valuation Committees own assumptions in determining the fair value of investments). |
A description of the valuation techniques applied to the Funds major categories of assets and liabilities measured at fair value on a recurring basis is as follows:
Equity securities are valued at the official closing price (typically last sale) on the exchange on which the securities are primarily traded or, if no closing price is available, at the last bid price and are categorized as Level 1 in the hierarchy. Restricted equity
31
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
securities and private placements that are not widely traded, are illiquid, or are internally fair valued by the Valuation Committee, are generally categorized as Level 3 in the hierarchy.
Certain non-U.S. securities may be fair valued in cases where closing prices are not readily available or are deemed not reflective of readily available market prices. For example, significant events (such as movement in the U.S. securities market, or other regional and local developments) may occur between the time that non-U.S. markets close (where the security is principally traded) and the time that the Fund calculates its net asset value (NAV) (at the close of regular trading on the New York Stock Exchange (NYSE), generally 4 p.m. Eastern time) that may impact the value of securities traded in these non-U.S. markets. In such cases the Fund fair values non-U.S. securities using an independent pricing service which considers the correlation of the trading patterns of the non-U.S. security to the intraday trading in the U.S. markets for investments such as American Depositary Receipts, financial futures, ETFs, and certain indexes, as well as prices for similar securities. Such fair valuations are categorized as Level 2 in the hierarchy. Because the frequency of significant events is not predictable, fair valuation of certain non-U.S. common stocks may occur on a frequent basis.
Debt securities, including restricted securities, are valued based on evaluated quotations received from independent pricing services or from dealers who make markets in such securities. For most bond types, the pricing service utilizes matrix pricing that considers one or more of the following factors: yield or price of bonds of comparable quality, coupon, maturity, current cash flows, type, and current day trade information, as well as dealer supplied prices. These valuations are generally categorized as Level 2 in the hierarchy. Structured debt instruments, such as mortgage-backed and asset-backed securities, may also incorporate collateral analysis and utilize cash flow models for valuation and are generally categorized as Level 2 in the hierarchy. Pricing services do not provide pricing for all securities and therefore indicative bids from dealers are utilized which are based on pricing models used by market makers in the security and are generally categorized as Level 2 in the hierarchy. Debt securities that are not widely traded, are illiquid, or are internally fair valued by the Valuation Committee, are generally categorized as Level 3 in the hierarchy.
Listed derivatives, such as options, that are actively traded are valued based on quoted prices from the exchange and are categorized as Level 1 in the hierarchy. Over-the-counter derivative contracts, which include forward currency contracts and equity-linked instruments, do not require material subjectivity as pricing inputs are observed from actively quoted markets and are categorized as Level 2 in the hierarchy.
Investments in open-end mutual funds are valued at NAV. Investments in closed-end funds are valued as of the close of regular trading on the NYSE each business day. Both are categorized as Level 1 in the hierarchy.
A summary of the inputs used to value the Funds net assets by each major security type is disclosed at the end of the Schedule of Investments for the Fund. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.
B. | Security Transactions and Investment Income |
Security transactions are recorded on the trade date. Realized gains and losses from sales of securities are determined on the identified cost basis. Dividend income is
32
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
recognized on the ex-dividend date or, in the case of certain foreign securities, as soon as the Fund is notified. Interest income is recorded on the accrual basis. The Fund amortizes premiums and accretes discounts using the effective interest method.
C. | Income Taxes |
The Fund is treated as a separate taxable entity. It is the Funds intention to comply with the requirements of Subchapter M of the Internal Revenue Code and to distribute substantially all of its taxable income to its shareholders. Therefore, no provision for federal income taxes or excise taxes has been made.
The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries as applicable based upon current interpretations of the tax rules and regulations that exist in the markets in which it invests.
Management of the Fund has concluded that there are no significant uncertain tax positions that would require recognition in the financial statements. As of May 31, 2017, the tax years that remain subject to examination by the major tax jurisdictions under the statute of limitations are from the year 2014 forward (with limited exceptions).
D. | Distributions to Shareholders |
Distributions are recorded by the Fund on the ex-dividend date. Income and capital gain distributions are determined in accordance with income tax regulations that may differ from U.S. GAAP.
The Fund has a Managed Distribution Plan which provides for the Fund to make a monthly distribution of $0.156 per share. Distributions may represent earnings from net investment income, realized capital gains, or, if necessary, return of capital. Shareholders should not draw any conclusions about the Funds investment performance from the terms of the Funds Managed Distribution Plan.
E. | Foreign Currency Translation |
Non-U.S. investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the foreign currency exchange rate effective at the end of the reporting period. Cost of investments is translated at the currency exchange rate effective at the trade date. The gain or loss resulting from a change in currency exchange rates between the trade and settlement date of a portfolio transaction is treated as a gain or loss on foreign currency. Likewise, the gain or loss resulting from a change in currency exchange rates between the date income is accrued and the date it is paid is treated as a gain or loss on foreign currency. The Fund does not isolate that portion of the results of operations arising from changes in foreign exchange rates on investments from the fluctuations arising from changes in the market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss on investments.
F. | When-issued Purchases and Forward Commitments (Delayed Delivery) |
The Fund may engage in when-issued or forward commitment transactions. Securities purchased on a when-issued or forward commitment basis are also known as delayed delivery transactions. Delayed delivery transactions involve a commitment by the Fund to purchase or sell a security at a future date (ordinarily up to 90 days later). When-issued or
33
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
forward commitments enable the Fund to lock in what is believed to be an attractive price or yield on a particular security for a period of time, regardless of future changes in interest rates. The Fund records when-issued and delayed delivery securities on the trade date. The Fund maintains collateral for the securities purchased. Securities purchased on a when-issued or delayed delivery basis begin earning interest on the settlement date.
G. | Loan Agreements |
The Fund may invest in direct debt instruments which are interests in amounts owed by a corporate, governmental, or other borrower to lenders or lending syndicates. Loan Agreements are generally non-investment grade and often involve borrowers that are highly leveraged. The Fund may invest in obligations of borrowers who are in bankruptcy proceedings. Loan agreements are typically senior in the corporate capital structure of the borrower. A loan is often administered by a bank or other financial institution (the lender) that acts as agent for all holders. The agent administers the terms of the loan, as specified in the loan agreement. The Funds investments in loans may be in the form of participations in loans or assignments of all or a portion of loans from third parties. When investing in loan participations, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the loan participation and only upon receipt by the lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. As a result, the Fund may be subject to the credit risk of both the borrower and the lender that is selling the loan agreement. When the Fund purchases assignments from lenders it acquires direct rights against the borrower on the loan.
The Fund may invest in multiple series or tranches of a loan, which may have varying terms and carry different associated risks. Loan agreements may involve foreign borrowers and investments may be denominated in foreign currencies. Direct indebtedness of emerging countries involves a risk that the government entities responsible for the repayment of the debt may be unable, or unwilling, to pay the principal and interest when due.
The loan agreements have floating rate loan interests which generally pay interest at rates that are periodically determined by reference to a base lending rate plus a premium. The base lending rates are generally LIBOR (London Interbank Offered Rate), the prime rate offered by one or more U.S. banks or the certificate of deposit rate. When a loan agreement is purchased the Fund may pay an assignment fee. On an ongoing basis, the Fund may receive a commitment fee based on the undrawn portion of the underlying line of credit portion of a loan agreement. Prepayment penalty fees are received upon the prepayment of a loan agreement by a borrower. Prepayment penalty, facility, commitment, consent and amendment fees are recorded to income as earned or paid.
At May 31, 2017, all loan agreements held by the Fund were assignment loans.
H. | Expenses |
Expenses incurred together by the Fund and other affiliated open- and closed-end funds are allocated in proportion to the net assets of each such fund, except where allocation of direct expense to each fund or an alternative allocation method can be more appropriately used.
34
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
In addition to the net annual operating expenses that the Fund bears directly, the shareholders of the Fund indirectly bear the Funds pro rata expenses of any underlying open- and closed-end funds in which the Fund invests.
Note 3. Derivative Financial Instruments and Transactions
($ reported in thousands)
Disclosures about derivative instruments and hedging activities are intended to enable investors to understand how and why the Fund uses derivatives, how derivatives are accounted for, and how derivative instruments affect the Funds results of operations and financial position. Summarized below are such disclosures and accounting policies for each specific type of derivative instrument used by the Fund.
A. | Options contracts |
An options contract provides the purchaser with the right, but not the obligation, to buy (call option) or sell (put option) a financial instrument at an agreed upon price. The Fund pursues an option income strategy whereby it purchases and sells out-of-the-money puts and calls, creating an options spread designed to generate a consistent level of option cash flow which should result in additional yield. The Fund is subject to equity price risk in the normal course of pursuing its investment objectives.
When the Fund purchases an option, it pays a premium and an amount equal to that premium is recorded as an asset. When the Fund writes an option, it receives a premium and an amount equal to that premium is recorded as a liability. The asset or liability is adjusted daily to reflect the current market value of the option. Holdings of the Fund designated to cover outstanding written options are noted in the Schedule of Investments. Purchased options are reported as an asset within Investment in securities at value in the Statement of Assets and Liabilities. Options written are reported as a liability within Written options at value. Changes in value of the purchased option is included in Net change in unrealized appreciation (depreciation) on investments in the Statement of Operations. Changes in value of written options is included in Net change in unrealized appreciation (depreciation) on written options.
If an option expires unexercised, the Fund realizes a gain or loss to the extent of the premium received or paid. If an option is exercised, the premium received or paid is recorded as an adjustment to the proceeds from the sale or the cost basis of the purchase. The difference between the premium and the amount received or paid on effecting a closing purchase or sale transaction is also treated as a realized gain or loss. Gain or loss on purchased options is included in Net realized gain (loss) on investments in the Statement of Operations. Gain or loss on written options is presented separately as Net realized gain (loss) on written options in the Statement of Operations.
The risk in writing covered put options is that the Fund may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying options is that the Fund pays a premium whether or not the option is exercised. The use of such instruments may involve certain additional risks as a result of unanticipated movements in the market. Writers (sellers) of options are normally subject to unlimited risk of loss, as the seller will be obligated to deliver or take delivery of the security at a predetermined price which may, upon exercise of the option, be significantly different
35
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
from the then-market value. However, the Fund may limit its risk of loss when writing an option by purchasing an option similar to the one that is sold, except for the fact it is further out of the money.
The Fund invested in derivative instruments during the fiscal period in the form of writing put/call options and buying put/call options on the S&P 500® Index. The primary risk associated with these derivative instruments is equity risk.
The Fund had transactions in written options for the period ended May 31, 2017, as follows:
Calls | Puts | |||||||||||||||
Number of Contracts |
Premiums Received |
Number of Contracts |
Premiums Received |
|||||||||||||
Written Options outstanding at November 30, 2016 | 1,931 | $ | 119 | 1,931 | $ | 587 | ||||||||||
Options written | 27,043 | 2,178 | 27,043 | 8,068 | ||||||||||||
Options closed | (24,151 | ) | (1,887 | ) | (22,755 | ) | (6,835 | ) | ||||||||
Options expired | (2,715 | ) | (289 | ) | (4,111 | ) | (1,163 | ) | ||||||||
Options exercised | | | | | ||||||||||||
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|
|
|
|
|
|
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Written Options outstanding at May 31, 2017 | 2,108 | $ | 121 | 2,108 | $ | 657 | ||||||||||
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|
|
|
|
|
|
|
The following is a summary of the Funds options contracts as presented in the Statement of Assets and Liabilities as of May 31, 2017:
Assets: Purchased options at value | $ | 161 | (1) | |
Liabilities: Written options at value | (364 | ) | ||
|
|
|||
Net asset (liability) balance | $ | (203 | ) | |
|
|
The following is a summary of the Funds options contracts as presented in the Statements of Operations.
2016 | ||||
Net realized gain (loss) on purchased options | $ | (4,658 | )(2) | |
Net realized gain (loss) on written options | 8,337 | |||
Net change in unrealized appreciation (depreciation) on purchased options | (62 | )(3) | ||
Net change in unrealized appreciation (depreciation) on written options | 67 | |||
|
|
|||
Total realized and unrealized gain (loss) on purchased and written options | $ | 3,684 | ||
|
|
(1) | Amount included in Investment in securities at value. |
(2) | Amount included in Net realized gain (loss) on investments. |
(3) | Amount included in Net change in unrealized appreciation (depreciation) on investments. |
For the period ended May 31, 2017, the average daily premiums paid by the Fund for purchased options was $297 and the average daily premiums received by the Fund from written options was $646.
36
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
Note 4. Investment Advisory Fees and Related Party Transactions
($ reported in thousands)
A. | Adviser |
Virtus Investment Advisers, Inc. (the Adviser), an indirect wholly-owned subsidiary of Virtus Investment Partners, Inc. (Virtus), is the investment adviser of the Fund. The Adviser manages the general operations of the Fund, including oversight of the Funds subadviser.
As compensation for its services to the Fund, the Adviser receives a monthly fee at an annual rate of 0.95% as a percentage of the average daily managed assets which is defined as the value of the total assets of the Fund minus the sum of all accrued liabilities of the Fund (other than the aggregate amount of any outstanding borrowings or other indebtedness, entered into for the purpose of constituting financial leverage).
B. | Subadviser |
Newfleet Asset Management, LLC (Newfleet), an indirect wholly-owned subsidiary of Virtus, is the subadviser of the Fund. The subadviser manages the investments of the Fund for which they are paid a fee by the Adviser.
C. | Administrative Services |
Virtus Fund Services, LLC (VFS), an indirect wholly-owned subsidiary of Virtus, serves as administrator to the Fund. For the services provided by the administrator under the Administration Agreement, the Fund pays the administrator a monthly asset-based fee calculated on the Funds average daily managed assets.
For the six months ended May 31, 2017, the Fund incurred administration fees totaling $130 which are included in the Statement of Operations.
D. | Trustee Fees |
For the period ended May 31, 2017, the Fund incurred Trustees fees totaling $93 which are included in the Statement of Operations.
Note 5. Purchases and Sales of Securities
($ reported in thousands)
Purchases and sales of securities (excluding U.S. Government and agency securities, and short-term investments) for the period ended May 31, 2017, were as follows:
Purchases | Sales | |||||||
$ | 79,429 | $ | 79,104 |
The purchases and sales of long-term U.S. Government and agency securities for the period ended May 31, 2017, were as follows:
Purchases | Sales | |||||||
$ | 5,761 | $ | 8,704 |
Note 6. Illiquid and Restricted Securities
Investments generally are considered illiquid if they cannot be disposed of within seven days in the ordinary course of business at the approximate amount at which such securities have been valued by the Fund. Additionally, the following information is also considered in determining liquidity: the frequency of trades and quotes for the investment, whether the
37
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
investment is listed for trading on a recognized domestic exchange and/or whether two or more brokers are willing to purchase or sell the security at a comparable price, the extent of market making activity in the investment and the nature of the market for investment. Illiquid securities are footnoted as such at the end of the Funds Schedule of Investments, where applicable. However, a portion of such footnoted securities could be liquid where it is determined that some, though not all, of the position could be disposed of within seven days in the ordinary course of business at the approximate amount at which such securities have been valued by the Fund.
Restricted securities are illiquid securities, as defined above, not registered under the Securities Act of 1933, as amended (the 1933 Act). Generally, 144A securities are excluded from this category, except where defined as illiquid.
The Fund will bear any costs, including those involved in registration under the 1933 Act, in connection with the disposition of such securities.
The Fund held securities considered to be illiquid at May 31, 2017, with an aggregate value of $752,000 representing 0.4% of the Funds net assets.
At May 31, 2017, the Fund did not hold any securities that are both illiquid and restricted.
Note 7. Credit Risk and Asset Concentrations
In countries with limited or developing markets, investments may present greater risks than in more developed markets and the prices of such investments may be volatile. The consequences of political, social or economic changes in these markets may have disruptive effects on the market prices of these investments and the income they generate, as well as the Funds ability to repatriate such amounts.
High-yield/high-risk securities typically entail greater price volatility and/or principal and interest rate risk. There is a greater chance that an issuer will not be able to make principal and interest payments on time. Analysis of the creditworthiness of issuers of high-yield/high-risk securities may be complex, and as a result, it may be more difficult for the Adviser and/or subadviser to accurately predict risk.
The Fund may invest a high percentage of its assets in specific sectors of the market in the pursuit of its investment objective. Fluctuations in these sectors of concentration may have a greater impact on the Fund, positive or negative, than if the Fund did not concentrate its investments in such sectors.
The Fund borrows through its line of credit for the purpose of leveraging its portfolio. While leverage presents opportunities for increasing the Funds total return, it also has the effect of potentially increasing losses. Accordingly, any event which adversely affects the value of an investment held by the Fund would be magnified to the extent the Fund is leveraged.
Note 8. Borrowings
($ reported in thousands)
On March 14, 2016, the Fund renewed its Credit Agreement (the Agreement) with a commercial bank (the Bank) that allows the Fund to borrow cash from the Bank, up to a limit of $90,000, which may be increased to $110,000 under certain circumstances (Commitment Amount). Borrowings under the Agreement are collateralized by investments of the Fund. The Agreement results in the Fund being subject to certain covenants including asset coverage and portfolio composition (among others). If the Fund fails to meet or maintain certain covenants as required under the Agreement, the Fund may be required to
38
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
repay immediately, in part or in full, the loan balance outstanding under the Agreement, necessitating the sale of securities at potentially inopportune times. Interest is charged at LIBOR (London Interbank Offered Rate) plus an additional percentage rate on the amount borrowed. Commitment fees are charged on the undrawn balance, if less than 75% of the Commitment Amount is outstanding as a loan to the Fund. There were no commitment fees paid or accrued for the period ended May 31, 2017. The Agreement is renewable by the Fund with the Banks consent and approval of the Board. The Agreement can also be converted to a 180 day fixed term facility, one time at the Funds option. From December 1, 2016 May 31, 2017, the average daily borrowings under the Agreement and the weighted daily average interest rate were $69,000 and 1.671%, respectively. At May 31, 2017, the amount of such outstanding borrowings was as follows:
Outstanding Borrowings |
Interest Rate |
|||||||
$ | 69,000 | 1.895 | % |
Note 9. Indemnifications
Under the Funds organizational documents, its Trustees and officers are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, in the normal course of business, the Fund enters into contracts that provide a variety of indemnifications to other parties. The Funds maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund and that have not occurred. However, the Fund has not had prior claims or losses pursuant to such arrangements and expects the risk of loss to be remote.
Note 10. Capital Transactions
At May 31, 2017, the Fund had one class of common stock, no par value shares, of which unlimited shares are authorized and 11,255,236 shares are outstanding. Registered shareholders may elect to have all distributions paid by check mailed directly to the shareholder by Computershare as dividend paying agent. Pursuant to the Automatic Reinvestment and Cash Purchase Plan (the Plan), shareholders not making such election will have all such amounts automatically reinvested by Computershare, as the Plan agent, in whole or fractional shares of the Fund, as the case may be. During the periods ended May 31, 2017, November 30, 2016, November 30, 2015, and December 31, 2014, there were no shares issued pursuant to the Plan, respectively.
On June 7, 2017, the Fund announced a distribution of $0.156 to shareholders of record on July 13, 2017. This distribution has an ex-dividend date of July 11, 2017, and is payable on July 20, 2017.
Note 11. Regulatory Matters and Litigation
From time to time, the Adviser, Newfleet and/or their respective affiliates may be involved in litigation and arbitration as well as examinations and investigations by various regulatory bodies, including the Securities and Exchange Commission (the SEC), involving compliance with, among other things, securities laws, client investment guidelines, laws governing the activities of broker-dealers and other laws and regulations affecting their products and other activities. At this time, the Adviser believes that the outcomes of such matters are not likely, either individually or in the aggregate, to be material to these financial statements.
39
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
NOTES TO FINANCIAL STATEMENTS (Unaudited) (Continued)
MAY 31, 2017
Note 12. Federal Income Tax Information
($ reported in thousands)
At May 31, 2017, federal tax cost and aggregate gross unrealized appreciation (depreciation) of securities held by the Fund were as follows:
Federal |
Unrealized |
Unrealized |
Net Unrealized |
|||||||||||||
Investments (including purchased options) | $256,376 | $9,608 | $(8,026 | ) | $1,582 | |||||||||||
Written Options | (777 | ) | 425 | (12 | ) | 413 |
The Fund has capital loss carryovers which, may be used to offset future capital gains, as follows:
No Expiration | ||||
Short-Term |
Long-Term |
Total | ||
$ | $898 | $898 |
Under the Regulated Investment Company Modernization Act of 2010 (the Act), Net capital losses recognized for tax years beginning after December 22, 2010 may be carried forward indefinitely, and their character is retained as short-term and/or long-term losses.
Note 13. Recent Accounting Pronouncement
On October 13, 2016, the SEC amended existing rules intended to modernize reporting and disclosure of information. Certain of these amendments relate to Regulation S-X which sets forth the requisite form and content of financial statements. At this time, management is evaluating the implications of adopting these amendments and their impact on the financial statements and accompanying notes.
Note 14. Subsequent Events
Management has evaluated the impact of all subsequent events on the Fund through the date the financial statements were issued, and has determined that there are no subsequent events requiring recognition or disclosure in these financial statements.
40
CERTIFICATION
The Funds Chief Executive Officer (CEO) will file the required annual CEO certification regarding compliance with the NYSEs listing standards no more than 30 days after the Funds annual shareholder meeting. The Fund also has included the certifications of the Funds CEO and Principal Financial Officer required by Section 302 of the Sarbanes-Oxley Act in the Funds Form N-CSR filed with the SEC for the period of this report.
Shareholder Relations: 1-866-270-7788
For general information and literature, as well as updates on net asset value, share price, major industry groups and other key information, shareholders may contact the above-referenced toll-free number.
REINVESTMENT PLAN
The Reinvestment Plan (the Plan) offers shareholders a convenient way to acquire additional shares of the Fund. Registered holders will be automatically placed in the Plan. If shares are held at a brokerage firm, contact your broker about participation in the Plan.
REPURCHASE OF SECURITIES
Notice is hereby given in accordance with Section 23(c) of the 1940 Act that the Fund may from time to time purchase its shares of common stock in the open market when Fund shares are trading at a discount from their net asset value.
PROXY VOTING INFORMATION (FORM N-PX)
The Adviser and subadviser vote proxies relating to portfolio securities in accordance with procedures that have been approved by the Funds Board. You may obtain a description of these procedures, along with information regarding how the Fund voted proxies during the most recent 12-month period ended June 30, free of charge, by calling toll-free 1-866-270-7788. This information is also available through the SECs website at http://www.sec.gov.
FORM N-Q INFORMATION
The Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Form N-Q is available on the SECs website at http://www.sec.gov. Form N-Q may be reviewed and copied at the SECs Public Reference Room. Information on the operation of the SECs Public Reference Room can be obtained by calling toll-free 1-800-SEC-0330.
41
Report on Annual Meeting of Shareholders
The Annual Meeting of Shareholders of Virtus Global Multi-Sector Income Fund was held on June 6, 2017. The meeting was held for purposes of electing two (2) nominees to the Board of Trustees.
The results were as follows:
Election of Trustees |
Votes For |
Votes Withheld |
||||||
William R. Moyer |
9,938,181 | 321,668 | ||||||
James M. Oates |
9,938,486 | 321,363 |
Based on the foregoing, William R. Moyer and James M. Oates were re-elected to the Board of Trustees. The Funds other Trustees who continue in office are George R. Aylward, Philip R. McLoughlin, James B. Rogers, Jr., R. Keith Walton, and Brian T. Zino.
42
CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS
BY THE BOARD OF TRUSTEES
The Board of Trustees (the Board) of Virtus Global Multi-Sector Income Fund (the Fund) is responsible for determining whether to approve the continuation of the investment advisory agreement (the Advisory Agreement) between the Fund and Virtus Investment Advisers, Inc. (VIA) and of the subadvisory agreement with Newfleet Asset Management, LLC (the Subadviser) (the Subadvisory Agreement) (together with the Advisory Agreement, the Agreements). At an in-person meeting held on December 1, 2016, the Board, including a majority of the Trustees who are not interested persons of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the Independent Trustees), considered and approved the continuation of each Agreement due for renewal, as further discussed below.
In connection with its consideration of the renewal of the Agreements, the Board requested and evaluated information provided by VIA and the Subadviser which, in the Boards view, constituted information necessary for the Board to form a judgment as to whether the renewal of each of the Agreements would be in the best interests of the Fund and its shareholders. The Board also considered information furnished throughout the year at regular Board meetings with respect to the services provided by VIA and the Subadviser, including quarterly performance reports prepared by management containing reviews of investment results and periodic presentations from the Subadviser with respect to the Fund. The Board noted the affiliation of the Subadviser with VIA and potential conflicts of interest.
The Independent Directors were advised separately by independent legal counsel throughout the process. In considering the renewal of each Agreement, the Board considered all factors that it considered relevant, including the specific factors described below. The Board did not identify any one factor as all-important or controlling, and each Trustee attributed different weights to the various factors. The Independent Directors also discussed the Agreements in executive sessions with their independent legal counsel at which no representatives of VIA or the Subadviser were present.
Nature, Extent and Quality of Services
The Trustees considered various data and information regarding the nature, extent and quality of the services provided under the Agreements, including responses by VIA and the Subadviser to detailed requests submitted by independent legal counsel to the Independent Trustees on their behalf. The Trustees also received in-person presentations by VIAs and the Subadvisers senior management. The responses to the information requests and presentations included, among other things, information about the: background, experience and investment philosophy of senior management and investment personnel who would be responsible for managing the Fund; resources, operations and compliance structure of VIA and the Subadviser; and investment process, investment strategies, personnel, and overall performance of VIA and the Subadviser.
With respect to the Advisory Agreement, the Board considered VIAs process for supervising and managing the Subadviser, including, among other things: (a) VIAs ability to select and oversee the Subadviser; (b) VIAs ability to provide the services and oversight necessary to monitor the Subadvisers compliance with the Funds investment objectives, policies and restrictions; and (c) VIAs ability and willingness to identify instances in which the Subadviser should be terminated or replaced, and to effect such change. The Trustees also considered: (a) the experience and capability of VIAs management and other personnel; (b) the financial condition of VIA, and its ability to provide a high level and quality of services to the Fund; (c) the quality of VIAs own regulatory and legal compliance policies, procedures and systems; (d) the nature, extent and quality of administrative and other services to be provided by VIA and its affiliates to the Fund; (e) VIAs supervision of the Funds other service providers; and (f) VIAs risk management
43
CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS
BY THE BOARD OF TRUSTEES (Continued)
processes. The Board also took into account its knowledge of VIAs management and the quality of the performance of VIAs duties, as well as information from the Funds Chief Compliance Officer regarding the Funds compliance policies and procedures established pursuant to Rule 38a-1 under the Investment Company Act of 1940, as amended (1940 Act).
With respect to the Subadvisory Agreement, the Board considered the portfolio management services provided by the Subadviser, and received a presentation detailing, among other things: (a) the scope of the Subadvisers operations; (b) its portfolio management capabilities; (c) the investment management process and strategies employed by the Subadviser; (d) the experience and capability of its management, investment and research personnel, and other personnel committed to the Fund; and (e) the various support services that it provides to the Fund. The Board also considered: (a) the quality of the Subadvisers regulatory and legal compliance policies, procedures and systems; and (b) the Subadvisers brokerage and trading practices, including with respect to best execution and soft dollars. The Board also took into account the Subadvisers risk assessment and monitoring process. The Board discussed the Subadvisers regulatory history, and noted that the Subadviser was not currently involved in any regulatory actions, investigations, or material litigation.
After considering all of the information provided to them, the Trustees concluded that the nature, extent and quality of the services provided by VIA and the Subadviser supported the renewal of the Agreements.
Investment Performance
The Board considered performance reports and discussions at Board meetings throughout the year, as well as a report prepared by Broadridge Financial Solutions, Inc. an independent provider of investment company data, furnished in connection with the contract renewal process (the Broadridge Report). The Broadridge Report presented the Funds performance relative to a group of comparable funds as selected by Broadridge (the Performance Universe) and the Funds benchmark index. The Board also considered performance information presented by management and took into account managements discussion of the same, including the effect of market conditions on the Funds performance. The Board noted that it also reviews on a quarterly basis detailed information about both the Funds performance results and portfolio composition, as well as the Subadvisers investment strategies. The Board noted VIAs expertise and resources in monitoring the performance, investment style and risk-adjusted performance of the Subadviser. The Board also took into account its discussions with management regarding factors that contributed to the performance of the Fund.
The Board considered, among other performance data, that the Funds total return performance was above the median of the Performance Universe for the three-year period ended September 30, 2016 and was at the median of its Performance Universe for the year-to-date and one-year periods ended September 2016. The Directors noted that the Fund outperformed its benchmark during each of the aforementioned periods.
After reviewing these and related factors, the Board concluded that the Funds overall performance was satisfactory.
Management Fees and Total Expenses
The Board considered the fees charged to the Fund for advisory services as well as the total expense levels of the Fund relative to the Broadridge data. This information included comparisons of the Funds net management fee and total expense level to those of its peer group (the Expense Group). In comparing the Funds contractual management fees to those of
44
CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS
BY THE BOARD OF TRUSTEES (Continued)
comparable funds, the Board noted that the Funds administration fee was included among the Funds contractual management fees, unlike certain of the comparable funds. The Board also noted that the subadvisory fee was paid by VIA out of its management fees rather than paid separately by the Fund. In this regard, the Board took into account managements discussion with respect to the advisory/subadvisory fee structure, including the amount of the advisory fee retained by VIA after payment of the subadvisory fee. The Board also took into account the size of the Fund and the impact on expenses.
In addition to the foregoing, the Board considered, among other data, the information set forth below with respect to the Funds fees and expenses. The Board took into account managements discussion of the Funds expenses, including the type and size of the Fund relative to the other funds in its Expense Group.
The Board noted that the Funds contractual management fees at common asset levels were above the median of the Expense Group, and that its total expenses were above the medians of the Expense Group and Universe. Management discussed the small sample size of the Expense Group and Universe and noted that two of the comparable funds did not charge administration fees.
Based on the level and type of services provided, the Board determined that the Funds fees and expenses were reasonable. The Board concluded that the advisory and subadvisory fees for the Fund were fair and reasonable in light of the usual and customary charges made for services of the same nature and quality and the other factors considered.
Profitability
The Board also considered certain information relating to profitability that had been provided by VIA. In this regard, the Board considered information regarding the overall profitability of VIA for its management of the Fund, as well as its profits and those of its affiliates for managing and providing other services to the Fund, such as administrative services provided to the Fund by an affiliate of VIA. The Board reviewed the methodology used to allocate costs to the Fund, taking into account the fact that allocation methodologies are inherently subjective and various allocation methodologies may each be reasonable while producing different results. The Board concluded that the profitability to VIA and its affiliates from the Fund supported the renewal of the Agreements.
In considering the profitability to the Subadviser in connection with its relationship to the Fund, the Board noted that the fees under the Subadvisory Agreement are paid by VIA out of the fees that VIA receives under the Advisory Agreement, and not by the Fund. In considering the reasonableness of the fees payable by VIA to the Subadviser, the Board noted that, because the Subadviser is an affiliate of VIA, such profitability might be directly or indirectly shared by VIA, and therefore the Board considered the profitability of VIA and the Subadviser together. For these reasons, the Board concluded that the profitability to the Subadviser was not a material factor in approval of the Subadvisory Agreement.
Economies of Scale
The Trustees considered the extent to which economies of scale would be realized as the Funds assets grow, and whether the Funds advisory fee structure reflects these economies of scale for the benefit of Fund shareholders. The Board noted that, while economies of scale may develop for certain funds as their assets increase and their fixed fund-level expenses decline as a percentage of assets, closed-end funds such as the Fund typically do not have the ability to increase substantially their asset base as do open-end funds.
45
CONSIDERATION OF ADVISORY AND SUBADVISORY AGREEMENTS
BY THE BOARD OF TRUSTEES (Continued)
The Trustees discussed whether the management fee rate was reasonable in relation to the asset size of the Fund, and whether any economies of scale exist at that size. The Trustees concluded that, given the Funds closed-end structure, the management fee was reasonable in relation to the asset size of the Fund. The Trustees agreed that it would be appropriate to monitor this issue in the event that the assets of the Fund were to increase substantially via a secondary or rights offering, capital appreciation, reinvested dividends, the use of leverage or some other means.
The Trustees also took into account managements discussion of the Funds management fee and subadvisory fee structure. Based upon the current size of the Fund managed by the Subadviser, the Board concluded that the potential for economies of scale in the Subadvisers management of the Fund was not a material factor in the approval of the Subadvisory Agreement at this time.
Other Factors
The Board considered information regarding potential fall-out or other ancillary benefits that may be realized by VIA and the Subadviser and their respective affiliates as a result of their relationship with the Fund. The Board noted that an affiliate of VIA serves as the Funds administrator. The Board noted managements discussion of the fact that, while the Subadviser is an affiliate of VIA, there are no other direct benefits received by the Subadviser in providing investment advisory services to the Fund, other than the fee to be earned under the Subadvisory Agreement.
The Trustees noted that VIA and the Subadviser may realize certain indirect benefits as a result of their relationship with the Fund. They concluded that any such potential fall-out benefits, such as greater name recognition or increased ability to obtain research or brokerage services, as applicable, appear to be reasonable and may, in some cases, benefit the Fund.
Conclusion
Based on all of the foregoing considerations, the Board determined that approval of each Agreement was in the best interests of the Fund and its shareholders. Accordingly, the Board, and the Independent Trustees voting separately, approved the renewal of the Agreements.
46
VIRTUS GLOBAL MULTI-SECTOR INCOME FUND
101 Munson Street
Greenfield, MA 01301-9668
Important Notice to Shareholders
The Securities and Exchange Commission has modified mailing regulations for semiannual and annual shareholder fund reports to allow mutual fund companies to send a single copy of these reports to shareholders who share the same mailing address. If you would like additional copies, please call Mutual Fund Services at 1-866-270-7788.
Item 2. | Code of Ethics. |
Not applicable.
Item 3. | Audit Committee Financial Expert. |
Not applicable.
Item 4. | Principal Accountant Fees and Services. |
Not applicable.
Item 5. | Audit Committee of Listed Registrants. |
Not applicable.
Item 6. | Investments. |
(a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form. |
(b) | Not applicable. |
Item 7. | Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies. |
Not applicable.
Item 8. | Portfolio Managers of Closed-End Management Investment Companies. |
(a) | Not applicable. |
(b) | There has been no change, as of the date of this filing, in any of the portfolio managers identified in response to paragraph (a)(1) of this Item in the registrants most recently filed annual report on Form N-CSR. |
Item 9. | Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers. |
Not applicable.
Item 10. | Submission of Matters to a Vote of Security Holders. |
There have been no material changes to the procedures by which the shareholders may recommend nominees to the Registrants Board of Trustees that were implemented after the Registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407) (as required by Item 22(b)(15) of Schedule 14A (17 CFR 240.14a-101)), or this Item.
Item 11. | Controls and Procedures. |
(a) | The registrants principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrants disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the 1940 Act) (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
(b) | There were no changes in the registrants internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d))) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting. |
Item 12. | Exhibits. |
(a)(1) | Not applicable. |
(a)(2) | Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(a)(3) | Not applicable. |
(b) | Certifications pursuant to Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. |
(c) | Copies of the Registrants notices to shareholders pursuant to Rule 19a-1 under the 1940 Act which accompanied distributions paid from December 1, 2016 through May 31, 2017 pursuant to the Registrants Managed Distribution Plan are filed herewith as required by the terms of the Registrants exemptive order issued on August 26, 2008. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) | Virtus Global Multi-Sector Income Fund |
By (Signature and Title)* | /s/ George R. Aylward | |
George R. Aylward, President | ||
(principal executive officer) |
Date |
8/4/2017 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By (Signature and Title)* | /s/ George R. Aylward | |
George R. Aylward, President | ||
(principal executive officer) |
Date | 8/4/2017 |
By (Signature and Title)* | /s/ W. Patrick Bradley | |
W. Patrick Bradley, Executive Vice President, | ||
Chief Financial Officer, and Treasurer | ||
(principal financial officer) |
Date | 8/4/2017 |
* | Print the name and title of each signing officer under his or her signature. |