UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
¨ | Preliminary Proxy Statement | |||
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |||
x | Definitive Proxy Statement | |||
¨ | Definitive Additional Materials | |||
¨ | Soliciting Material Pursuant to §240.14a-12 | |||
Virtus Global Multi-Sector Income Fund | ||||
(Name of Registrant as Specified In Its Charter) | ||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||
Payment of Filing Fee (Check the appropriate box): | ||||
x | 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 identify 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:
| |||
|
|
|
|
By order of the Board, |
| |
|
|
|
/s/ William Renahan |
| |
|
|
|
William Renahan Secretary Duff & Phelps Select Energy MLP Fund Inc. Virtus Global Multi-Sector Income Fund |
| |
| | | |
|
IMPORTANT:Shareholders are cordially invited to attend the Annual Meeting. In order to avoid delay and additional expense, and to assure that your shares are represented, please vote as promptly as possible, even if you plan to attend the Annual Meeting. Please refer to the website and telephone number indicated on your proxy card for instructions on how to cast your vote. To vote by telephone, please call the toll-free number located on your proxy card and follow the recorded instructions, using your proxy card as a guide. To vote by mail, please complete, sign, date, and mail the enclosed proxy card. No postage is required if you use the accompanying envelope to mail the proxy card in the United States. The proxy is revocable and will not affect your right to vote in person if you attend the Annual Meeting and elect to vote in person. |
|
| |
|
Class I Trustee |
| |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name, Year of Birth and Address1 |
|
|
Position(s) Held with the Fund |
|
|
Term of Office and Length of Time Served |
|
|
Principal Occupation(s) During Past Five Years |
|
|
Number of Portfolios in Funds Complex Overseen by Director2 |
|
|
Other Directorships/Trusteeships Held During Past Five Years |
|
|
Independent Director |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Thomas F. Mann Year of Birth: 1950 |
|
|
Nominee and Director |
|
|
Director since 2014, term expires at the 2016 Annual Meeting |
|
|
Retired; Managing Director and Group Head Financial Institutions Group (2003 to 2012), Société Generale Sales of Capital Market Solutions and Products; Founder, MannMaxx Management (since 2010) |
|
|
10 |
|
|
Trustee (since 2002), The Hatteras Funds (20 portfolios); Trustee/Director (since 2011), Virtus Closed-End Funds (3 portfolios); and Trustee (since 2013), Virtus Alternative Solutions Trust (7 portfolios) |
|
| | | | | | | | | | | |
|
Class II Trustees |
| |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name, Year of Birth and Address1 |
|
|
Position(s) Held with the Funds |
|
|
Term of Office and Length of Time Served |
|
|
Principal Occupation(s) During Past Five Years |
|
|
Number of Portfolios in Funds Complex Overseen by Director2 |
|
|
Other Directorships/Trusteeships Held During Past Five Years |
|
|
Independent Directors |
|
|
|
|
|
|
|
|
|
|
| |||||
|
William R. Moyer Year of Birth: 1944 |
|
|
Director |
|
|
Director since 2014, term expires at the 2017 Annual Meeting |
|
|
Financial and Operations Principal (2006 to present), Newcastle Distributors LLC (broker dealer); Partner (2006 to 2012), CrossPond Partners, LLC (strategy consulting firm); Partner (2008 to 2010), Seacap Partners, LLC (investment management); and former Chief Financial Officer, Phoenix Investment Partners |
|
|
10 |
|
|
Trustee/Director (since 2011), Virtus Closed-End Funds (3 portfolios); and Trustee (since 2013), Virtus Alternative Solutions Trust (7 portfolios) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
James M. Oates Year of Birth: 1946 |
|
|
Director |
|
|
Director since 2014, term expires at the 2017 Annual Meeting |
|
|
Managing Director (since 1994), Wydown Group (consulting firm) |
|
|
62 |
|
|
Trustee (since 1987), Virtus Mutual Fund Complex (52 portfolios); Director (since 1996), Stifel Financial; Director (1998-2014), Connecticut River Bancorp; Chairman and Director (1999 to 2014), Connecticut River Bank; Chairman (since 2000), Emerson Investment Management, Inc.; Director (2002-2014), New Hampshire Trust Company; Chairman and Trustee (since 2005), John Hancock Fund Complex (228 portfolios); Non-Executive Chairman (since 2007), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services); Trustee/Director (since 2013), Virtus Closed-End Funds (3 portfolios); and Trustee (since 2013), Virtus Alternative Solutions Trust (7 portfolios) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
| | | | | | | | | | | |
|
Class III Trustees |
| |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name, Year of Birth and Address1 |
|
|
Position(s) Held with the Fund |
|
|
Term of Office and Length of Time Served |
|
|
Principal Occupation(s) During Past Five Years |
|
|
Number of Portfolios in Funds Complex Overseen by Director2 |
|
|
Other Directorships/Trusteeships Held During Past Five Years |
|
|
Independent Directors |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Philip R. McLoughlin Year of Birth: 1946 |
|
|
Director and Chairman |
|
|
Director since 2014, term expires at the 2018 Annual Meeting |
|
|
Partner (2006 to 2010), Cross Pond Partners, LLC (investment management consultant); and Partner (2008 to 2010), SeaCap Partners, LLC (strategic advisory firm) |
|
|
75 |
|
|
Director (since 1991) and Chairman (since 2010), World Trust Fund (closed-end investment firm in Luxembourg); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (4 portfolios); Chairman (since 2002) and Trustee (since 1999), Virtus Mutual Fund Complex (52 portfolios); Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (9 portfolios); Trustee/Director and Chairman (since 2011), Virtus Closed-End Funds (3 portfolios); Trustee and Chairman (since 2013), Virtus Alternative Solutions Trust (7 portfolios); and Director (1985 to 2009), Argo Group International Holdings Inc. and its predecessor, PXRE Corporation (insurance) |
|
| | | | | | | | | | | |
|
Name, Year of Birth and Address1 |
|
|
Position(s) Held with the Fund |
|
|
Term of Office and Length of Time Served |
|
|
Principal Occupation(s) During Past Five Years |
|
|
Number of Portfolios in Funds Complex Overseen by Director2 |
|
|
Other Directorships/Trusteeships Held During Past Five Years |
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Interested Director |
|
|
|
|
|
|
|
|
|
|
| |||||
|
George R. Aylward * Year of Birth: 1964 |
|
|
Director and President |
|
|
Director since 2014, term expires at the 2018 Annual Meeting |
|
|
Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; and various senior officer positions with Virtus affiliates (since 2005) |
|
|
73 |
|
|
Trustee (since 2006), Virtus Mutual Funds (52 portfolios); Chairman, President and Chief Executive Officer (since 2006), The Zweig Closed-End Funds (2 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (9 portfolios); Trustee and President (since 2011), Virtus Closed-End Funds (3 portfolios); Director (since 2013), Virtus Global Funds, PLC (2 portfolios); Trustee (since 2013), Virtus Alternative Solutions Trust (7 portfolios) and Chairman and Trustee (since 2015), Virtus ETF Trust II. |
|
| | | | | | | | | | | |
|
Class I Trustee |
| |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name, Year of Birth and Address1 |
|
|
Position(s) Held with the Funds |
|
|
Term of Office and Length of Time Served2 |
|
|
Principal Occupation(s) During Past Five Years |
|
|
Number of Portfolios in Funds Complex Overseen by Trustee3 |
|
|
Other Directorships/Trusteeships Held During Past Five Years |
|
|
Independent Trustee |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Thomas F. Mann Year of Birth: 1950 |
|
|
Trustee |
|
|
Trustee since 2011; term expires at the 2016 Annual Meeting |
|
|
Retired; Managing Director and Group Head Financial Institutions Group (2003 to 2012), Société Generale Sales of Capital Market Solutions and Products; Founder, MannMaxx Management (since 2010) |
|
|
10 |
|
|
Trustee (since 2002), The Hatteras Funds (20 portfolios); Trustee/Director (since 2011), Virtus Closed-End Funds (3 portfolios); and Trustee (since 2013), Virtus Alternative Solutions Trust (7 portfolios) |
|
| | | | | | | | | | | |
|
Class II Trustees |
| |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name, Year of Birth and Address(1) |
|
|
Position(s) Held with the Funds |
|
|
Term of Office and Length of Time Served(2) |
|
|
Principal Occupation(s) During Past Five Years |
|
|
Number of Portfolios in Funds Complex(3) Overseen by Trustee |
|
|
Other Directorships/Trusteeships Held During Past Five Years |
|
|
Independent Trustees |
|
|
|
|
|
|
|
|
|
|
| |||||
|
William R. Moyer Year of Birth: 1944 |
|
|
Trustee |
|
|
Trustee since 2011; term expires at the 2017 annual meeting |
|
|
Financial and Operations Principal (2006 to present), Newcastle Distributors LLC (broker dealer); Partner (2006 to 2012), CrossPond Partners, LLC (strategy consulting firm); Partner (2008 to 2010), Seacap Partners, LLC (investment management); and former Chief Financial Officer, Phoenix Investment Partners |
|
|
10 |
|
|
Trustee/Director (since 2011), Virtus Closed-End Funds (3 portfolios); and Trustee (since 2013), Virtus Alternative Solutions Trust (7 portfolios) |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
James M. Oates Year of Birth: 1946 |
|
|
Trustee |
|
|
Trustee since 2013; term expires at the 2017 annual meeting |
|
|
Managing Director (since 1994), Wydown Group (consulting firm). |
|
|
62 |
|
|
Trustee (since 1987), Virtus Mutual Fund Complex (52 portfolios); Director (since 1996), Stifel Financial; Director (1998-2014), Connecticut River Bancorp; Chairman and Director (1999 to 2014), Connecticut River Bank; Chairman (since 2000), Emerson Investment Management, Inc.; Director (2002-2014), New Hampshire Trust Company; Chairman and Trustee (since 2005), John Hancock Fund Complex (228 portfolios); Non-Executive Chairman (since 2007), Hudson Castle Group, Inc. (formerly IBEX Capital Markets, Inc.) (financial services); Trustee/Director (since 2013), Virtus Closed-End Funds (3 portfolios); and Trustee (since 2013), Virtus Alternative Solutions Trust (7 portfolios) |
|
| | | | | | | | | | | |
|
Class III Trustees |
| |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Name, Year of Birth and Address(1) |
|
|
Position(s) Held with the Funds |
|
|
Term of Office and Length of Time Served(2) |
|
|
Principal Occupation(s) During Past Five Years |
|
|
Number of Portfolios in Funds Complex(3) Overseen by Trustee |
|
|
Other Directorships/Trusteeships Held During Past Five Years |
|
|
Independent Trustee |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Philip R. McLoughlin Year of Birth: 1946 |
|
|
Nominee, Trustee and Chairman |
|
|
Trustee since 2011; term expires at the 2018 annual meeting |
|
|
Partner (2006 to 2010), Cross Pond Partners, LLC (investment management consultant); and Partner (2008 to 2010), SeaCap Partners, LLC (strategic advisory firm) |
|
|
75 |
|
|
Director (since 1991) and Chairman (since 2010), World Trust Fund (closed-end investment firm in Luxembourg); Director (since 1995), closed-end funds managed by Duff & Phelps Investment Management Co. (4 portfolios); Chairman (since 2002) and Trustee (since 1999), Virtus Mutual Fund Complex (52 portfolios); Chairman and Trustee (since 2003), Virtus Variable Insurance Trust (9 portfolios); Trustee/Director and Chairman (since 2011), Virtus Closed-End Funds (3 portfolios); Trustee and Chairman (since 2013), Virtus Alternative Solutions Trust (7 portfolios); and Director (1985 to 2009), Argo Group International Holdings Inc. and its predecessor, PXRE Corporation (insurance) |
|
|
Interested Trustee |
|
|
|
|
|
|
|
|
|
|
| |||||
|
George R. Aylward* Year of Birth: 1964 |
|
|
Nominee, Trustee and President |
|
|
Trustee since 2011; term expires at the 2018 annual meeting |
|
|
Director, President and Chief Executive Officer (since 2008), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2005). |
|
|
73 |
|
|
Trustee (since 2006), Virtus Mutual Funds (52 portfolios); Chairman, President and Chief Executive Officer (since 2006), The Zweig Closed-End Funds (2 portfolios); Trustee (since 2012) and President (since 2010), Virtus Variable Insurance Trust (9 portfolios); Trustee and President (since 2011), Virtus Closed-End Funds (3 portfolios); Director (since 2013), Virtus Global Funds, PLC (2 portfolios); Trustee (since 2013), Virtus Alternative Solutions Trust (7 portfolios); and Chairman and Trustee (since 2015), Virtus ETF Trust II. |
|
| | | | | | | | | | | |
|
Name, Year of Birth and Address1 |
|
|
Position held with the Funds and Length of Time Served2 |
|
|
Principal Occupation(s) During Past 5 Years |
|
---|---|---|---|---|---|---|---|---|
|
Francis G. Waltman YOB: 1962 |
|
|
Senior Vice President since 2011 |
|
|
Executive Vice President, Product Development (since 2009), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various senior officer positions with Virtus affiliates (since 2006). |
|
|
Nancy J. Engberg YOB: 1956 |
|
|
Vice President and Chief Compliance Officer since 2011 |
|
|
Vice President (since 2008) and Chief Compliance Officer (2008 to 2011 and 2016 to Present), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions with Virtus affiliates (since 2008); Vice President (since 2008) and Chief Compliance Officer (since 2011), Virtus Mutual Funds; Vice President (since 2010), Chief Compliance Officer (since 2011) of various Virtus-affiliated funds. |
|
|
W. Patrick Bradley YOB: 1972 |
|
|
Vice President, Chief Financial Officer and Treasurer since 2011 |
|
|
Senior Vice President, Fund Services (since 2010), Virtus Investment Partners, Inc. and/or certain of its subsidiaries; various officer positions (since 2006) with Virtus affiliates; Chief Financial Officer and Treasurer (since 2011) of various Virtus-affiliated funds. |
|
|
William Renahan YOB: 1969 |
|
|
Vice President, Chief Legal Officer, and Secretary since 2012 |
|
|
Vice President, Chief Legal Officer, and Secretary of various Virtus-affiliated closed-end funds (since 2012); and a Managing Director, Legg Mason, Inc. and predecessor firms (1999-2012). |
|
| | | | | |
|
|
|
Thomas F. Mann |
|
|
| ||
|
|
|
Philip R. McLoughlin |
|
|
| ||
|
|
|
William R. Moyer |
|
|
| ||
|
|
|
James M. Oates |
|
|
| ||
| | | | | |
|
Name of Trustee |
|
|
Dollar Range of Equity Securities in the Fund: DSE |
|
|
Dollar Range of Equity Securities in the Fund: VGI |
|
|
Aggregate Dollar Range of Equity Securities in All Funds Overseen by Trustees in Family of Registered Investment Companies* |
|
---|---|---|---|---|---|---|---|---|---|---|---|
|
Independent Trustees |
|
|
|
|
|
|
| |||
|
Thomas F. Mann |
|
|
$10,001-$50,000 |
|
|
$10,001-$50,000 |
|
|
Over $100,000 |
|
|
Philip R. McLoughlin |
|
|
$0 |
|
|
$10,001-$50,000 |
|
|
Over $100,000 |
|
|
William R. Moyer |
|
|
$10,001-$50,000 |
|
|
$10,001-$50,000 |
|
|
Over $100,000 |
|
|
James M. Oates |
|
|
$10,001-$50,000 |
|
|
$10,001-$50,000 |
|
|
Over $100,000 |
|
|
|
|
|
|
|
|
| ||||
|
Interested Trustee |
|
|
|
|
|
|
| |||
|
George R. Aylward |
|
|
$10,001-$50,000 |
|
|
$10,001-$50,000 |
|
|
Over $100,000 |
|
| | | | | | | |
|
Name of Trustee |
|
|
Aggregate Compensation from the Funds |
|
|
Pension or Retirement Benefits Accrued as Part of Funds Expenses |
|
|
Estimated Annual Benefits Upon Retirement |
|
|
Total Compensation from the Funds and Fund Complex1 |
| ||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
Thomas F. Mann |
|
|
|
|
$64,711 |
|
|
|
N/A |
|
|
N/A |
|
|
$142,283 |
| |
|
Philip R. McLoughlin |
|
|
|
|
$78,667 |
|
|
|
N/A |
|
|
N/A |
|
|
$755,283 |
| |
|
William R. Moyer |
|
|
|
|
$67,037 |
|
|
|
N/A |
|
|
N/A |
|
|
$148,283 |
| |
|
James M. Oates |
|
|
|
|
$63,160 |
|
|
|
N/A |
|
|
N/A |
|
|
$405,283 |
| |
| | | | | | | | | | | | | | |
|
Fiscal Year |
|
|
Audit Fees |
|
|
Audit-Related Fees* |
|
|
Tax Fees** |
|
|
All Other Fees*** |
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2015 |
|
|
$30,500 |
|
|
$4,747 |
|
|
$6,650 |
|
|
$0 |
|
|
2014 |
|
|
$30,500 |
|
|
$2,268 |
|
|
$5,900 |
|
|
$0 |
|
| | | | | | | | | |
|
Fiscal Year |
|
|
Audit Fees |
|
|
Audit-Related Fees * |
|
|
Tax Fees** |
|
|
All Other Fees*** |
|
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
|
2015 |
|
|
$45,000 |
|
|
$1,468 |
|
|
$14,500 |
|
|
$0 |
|
|
2014 |
|
|
$4,500 |
|
|
$525 |
|
|
$0 |
|
|
$0 |
|
| | | | | | | | | |
|
Title of Class |
|
|
Name and Address of Beneficial Ownership |
|
|
Amount of and Nature of Beneficial Ownership |
|
|
Percent of Class |
|
---|---|---|---|---|---|---|---|---|---|---|---|
|
Common Stock of VGI |
|
|
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 |
|
|
1,064,390 |
|
|
9.46% |
|
|
|
|
|
|
|
|
| ||||
|
Common Stock of VGI |
|
|
Morgan Stanley Smith Barney LLC 1585 Broadway New York, NY |
|
|
809,563 |
|
|
7.2% |
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
| ||||
|
Common Stock of DSE |
|
|
First Trust Portfolios L.P. First Trust Advisors L.P. The Charger Corporation 120 East Liberty Drive, Suite 400 Wheaton, Illinois 60187 |
|
|
2,674,587 |
|
|
10.30% |
|
|
|
|
|
|
|
|
| ||||
| | | | | | | |
|
|
|
Very truly yours, |
|
|
| ||
|
|
|
/s/ William Renahan |
|
|
| ||
|
|
|
WILLIAM RENAHAN |
|
|
| ||
|
|
|
Secretary |
|
|
| ||
|
|
|
Duff & Phelps Select Energy MLP Fund Inc. |
|
|
| ||
|
|
|
Virtus Global Multi-Sector Income Fund |
|
|
| ||
| | | | | |